10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended June 30, 2014.

OR

[ ]	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: 1-11388

PLC SYSTEMS INC.

(Exact Name of Registrant as Specified in Its Charter)

Yukon Territory, Canada	04-3153858
(State or Other Jurisdiction of  Incorporation or Organization)	(I.R.S. Employer Identification No.)
459 Fortune Boulevard, Milford, Massachusetts (Address of Principal Executive Offices)	01757 (Zip Code)

Registrant's telephone number, including area code: (508) 541-8800

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 preceding 12 months (or for such shorter period that the registrant was required to file such reports), 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 _X___ No_____

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, 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)
(Do not check if a 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 __X__

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Outstanding at August 9, 2014
Common Stock, no par value	176,025,356

PLC SYSTEMS INC.

Index

Part I.	Financial Information:
	Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)		3
	Condensed Consolidated Statements of Operations (unaudited)		4
	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited)		5
	Condensed Consolidated Statements of Cash Flows (unaudited)		6
	Notes to Condensed Consolidated Financial Statements (unaudited)		7
	Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	32
	Item 3.	Quantitative and Qualitative Disclosures about Market Risk	38
	Item 4.	Controls and Procedures	39
Part II.	Other Information:
	Item 1A.	Risk Factors	40
	Item 6.	Exhibits	40

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Part I.     Financial Information

Item 1.     Financial Statements

PLC SYSTEMS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

	June 30, 2014			December 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	87		$	769
Restricted cash		--			30
Accounts receivable, net of allowance of $2 at June 30, 2014 and December 31, 2013, respectively		361			502
Inventories		101			117
Prepaid expenses and other current assets		155			99
Total current assets		704			1,517
Equipment, furniture and leasehold improvements, net		13			37
Other assets		4			4
Total assets	$	721		$	1,558
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	775		$	425
Accrued compensation		60			39
Accrued other		894			519
Deferred revenue		108			--
Total current liabilities		1,837			983
Convertible notes		4,653			4,537
Warrant liabilities		10			2,680
Commitments and contingencies (Note 12)
Stockholders’ deficit:
Common stock, no par value, unlimited shares authorized, 176,025 and 125,000 shares issued and outstanding; 69,760 and 35,666 unissued and reserved at June 30, 2014 and December 31, 2013, respectively		98,041			97,190
Additional paid in capital		145			48
Accumulated deficit		(103,700	)		(103,615	)
Accumulated other comprehensive loss		(265	)		(265	)
Total stockholders’ deficit		(5,779	)		(6,642	)
Total liabilities and stockholders’ deficit	$	721		$	1,558

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

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PLC SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Revenues	$	73		$	372		$	126		$	721
Cost of revenues		24			135			55			314
Gross profit		49			237			71			407
Operating expenses:
Selling, general and administrative		812			965			1,349			1,650
Research and development		428			558			887			1,113
Total operating expenses		1,240			1,523			2,236			2,763
Loss from operations		(1,191	)		(1,286	)		(2,165	)		(2,356	)
Other income (expense):
Interest expense		(71	)		(61	)		(139	)		(198	)
Foreign currency transaction gains (losses)		7			3			8			(5	)
Change in fair value of warrant and option liabilities		2,873			6,113			1,867			2,114
Change in fair value of convertible notes		711			3,177			344			1,865
Loss on extinguishment of convertible notes		--			--			--			(1,283	)
Total other income (expense)		3,520			9,232			2,080			2,493
Net income (loss)	$	2,329		$	7,946		$	(85	)	$	137
Net loss per weighted average share, basic	$	0.01		$	0.12		$	(0.00	)	$	0.00
Net loss per weighted average share, diluted	$	0.01		$	0.01		$	--		$	0.00
Weighted average shares outstanding:
Basic		135,093			63,922			130,074			52,858
Diluted		288,092			137,764			--			59,960

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

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PLC SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(In thousands, except per share data)

(Unaudited)

	Three Months Ended June 30,				Six Months Ended June 30,
	2014		2013		2014			2013
Net income (loss)	$	2,329	$	7,946	$	(85	)	$	137
Other comprehensive income:
Foreign currency translation adjustments		11		10		--			10
Other comprehensive income		11		10		--			10
Comprehensive income (loss)	$	2,340	$	7,956	$	(85	)	$	147

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

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PLC SYSTEMS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2014			2013
Cash flows from operating activities:
Net income (loss)	$	(85	)	$	137
Depreciation and amortization		24			26
Stock-based compensation expense		97			77
Change in fair value of warrant and options liabilities		(1,867	)		(2,114	)
Change in fair value of convertible notes		(344	)		(1,865	)
Loss on extinguishment of convertible notes		--			1,283
Non-cash interest expense		8			95
Change in assets and liabilities:
Restricted cash		30			(500	)
Accounts receivable		152			194
Inventories		11			21
Prepaid expenses and other assets		(56	)		(28	)
Accounts payable		350			55
Deferred revenue		108			(266	)
Accrued liabilities		397			15
Net cash flows used in operating activities		(1,175	)		(2,870	)
Cash flows from financing activities:
Net proceeds from sale of common stock and warrants		--			3,504
Net proceeds from issuance of convertible notes and warrants		500			250
Net cash provided by financing activities		500			3,754
Effect of exchange rate changes on cash and cash equivalents		(7	)		(14	)
Net (decrease) increase in cash and cash equivalents		(682	)		870
Cash and cash equivalents at beginning of period		769			258
Cash and cash equivalents at end of period	$	87		$	1,128
Supplemental disclosure of cash flow information:
Cash paid for interest		--		$	112
Supplemental disclosure of non-cash financing activities:
Cashless settlement of warrants	$	851		$	2,003
Cashless conversion of convertible notes	$	--		$	450

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

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PLC SYSTEMS INC.

NOTES TO CONDENSED CONSOLIDATED UNAUDITED FINANCIAL STATEMENTS

June 30, 2014

1.             Business and Liquidity

PLC Systems Inc. (“PLC” or the “Company”) is a medical device company specializing in innovative technologies for the cardiac and vascular markets. Over the past five years, the Company has begun initial commercialization outside the United States of its product, RenalGuard^®, which currently represents the Company’s key strategic growth initiative and primary business focus. The RenalGuard System consists of a proprietary console and accompanying single-use sets and is designed to reduce the potentially toxic effects that contrast media can have on the kidneys when it is administered to patients during certain medical imaging procedures. The Company conducts business operations as one operating segment.

For the six months ended June 30, 2014, the Company incurred a loss from operations of approximately $2,165,000 and used cash in operations of approximately $1,175,000. As of June 30, 2014, cash and cash equivalents were $87,000 and the Company’s accumulated deficit was $103,700,000. Management expects that quarterly losses from operations and negative cash flows will continue during 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Based upon the current financial condition of the Company and the expectation of continued quarterly losses from operations during 2014, management is currently investigating ways to raise additional capital that can be completed in the next several months. On April 14, 2014 and May 27, 2014, the Company obtained an aggregate of $500,000 in funding through the sale of convertible notes and warrants, respectively. See Note 10 for additional details on the terms and conditions of these financing arrangements. On July 15, 2014 and August 6, 2014, the Company obtained an aggregate of $250,000 in funding through the sale of convertible notes and warrants, respectively (See Note 13).

The Company believes that its existing resources, based on its currently projected financial results and the additional funding noted above, are sufficient to fund operations into the third quarter of 2014. Based upon current and anticipated revenue projections from foreign sales of our RenalGuard product, and the anticipated costs of its U.S. clinical trial, we expect that we will need to raise additional capital during the third quarter of 2014. Where possible, the Company has taken certain reductions in its discretionary spending. The Company will continue to review its other expense areas to determine whether additional reductions in discretionary spending can be achieved.

On May 14, 2014, the Company filed a proxy statement with the Securities and Exchange Commission describing the form of a proposed merger transaction. The proposed transaction is expected to result in the sale of the Company’s Renal Guard business to GCP IV LLC in exchange for the cancellation of 95% of the Company’s outstanding convertible notes and a release of liens on substantially all of the Company’s assets. Subsequently, a wholly-owned subsidiary of the Company would merge with and into Viveve, Inc. (“Viveve”), with Viveve surviving the merger. The holders of the remaining 5% of the Company’s outstanding convertible notes will receive shares of common stock in exchange for the convertible notes prior to the transaction. Additionally, the holders of the Company’s then outstanding warrants will receive two-thirds (2/3) of a common share in exchange for each warrant share held prior to the transaction. The proposed transaction is subject to shareholder approval prior to consummation.

2.             Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The preparation of financial statements in accordance with GAAP requires the Company 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 from those estimates.

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3.             Inventories

Inventories are stated at average cost (computed on a first-in, first-out method) and include allocations of labor and overhead. As of June 30, 2014 and December 31, 2013, inventories consisted of the following (in thousands):

	June 30, 2014		December 31, 2013
Raw materials	$	87	$	80
Finished goods		14		37
	$	101	$	117

4.            Stock-Based Compensation

Stock Option Plans

In May 2005, the Company’s shareholders approved the 2005 Stock Incentive Plan (the “2005 Plan”). Incentive stock options are issuable only to employees of the Company, while non-qualified stock options may be issued to non-employee directors, consultants and others, as well as to employees. Under the 2005 Plan, the per share exercise price of incentive stock options may not be less than the fair market value of the common stock on the date the option is granted. The 2005 Plan provides that the Company may not grant non-qualified stock options at an exercise price less than 85% of the fair market value of the Company’s common stock.

In June 2013, the Company’s shareholders approved the 2013 Stock Incentive Plan (the “2013 Plan”). The 2013 Plan allows for an additional 11,382,600 incentive stock options which may be issued to non-employee directors, consultants and others, as well as to employees. Under the 2013 Plan, the per share exercise price of incentive stock options may not be less than the fair market value of the common stock on the date the option is granted. The 2013 Plan provides that the Company may not grant non-qualified stock options at an exercise price less than 85% of the fair market value of the Company’s common stock.

The Company grants stock options to its non-employee directors. New non-employee directors receive an initial grant of an option to purchase shares of the Company’s common stock that generally vest in quarterly installments over three years. Once the initial grant has fully vested, non-employee directors (other than the Chairman of the Board) receive an annual grant of an option to purchase additional shares of the Company’s common stock that generally will vest in four equal quarterly installments. The Chairman of the Board receives an annual grant of an option to purchase 45,000 shares of the Company’s common stock that generally vests in four equal quarterly installments. All such options have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

During the six months ended June 30, 2014, the Company did not grant any options to purchase shares of the Company’s common stock. During the three and six months ended June 30, 2014, 2,512,000 options to purchase shares of the Company’s common stock previously issued under the 2005 plan expired upon reaching the end of their contractual life.

During the year ended December 31, 2013, the Company granted options to employees to purchase 5,050,000 shares of the Company’s common stock, which vest ratably over a three year period. Certain of these grants were issued to former employees to replace 502,000 options that were cancelled during the year ended December 31, 2013. Additionally, the Company granted 589,000 options to non-employee directors that vest quarterly over a one year period.

During the year ended December 31, 2013, the Company issued an aggregate of 416,668 shares of restricted common stock to Garden State Securities, Inc. and JFS Investments, Inc. in exchange for certain investor relations and related consulting services to the Company.  These shares vested immediately but were restricted from being sold for a period of six months from the date of issuance.  The contracts with Garden State Securities, Inc. and JFS Investments, Inc. terminated in February 2013. No further stock issuances will occur under these agreements. The issuance of these shares resulted in recording $56,000 of compensation expense during the six months ended June 30, 2013.

As of June 30, 2014, there were 3,829,000 shares of common stock available to be granted under the 2005 Plan, and 6,266,000 shares of common stock available to be granted under the 2013 Plan.

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The following is a summary of option activity under all plans (in thousands, except per option data):

	Number of Options			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2013	$	10,086		$	0.15
Granted		--			--
Exercised		--			--
Forfeited		--			--
Expired		(2,512	)		0.24
Cancelled		--			--
Outstanding, June 30, 2014		7,574			0.12		6.79		--
Exercisable, June 30, 2014		3,352			0.15		3.97		--

Stock-Based Compensation Expense

The Company recorded compensation expense related to stock options of $48,000 and $97,000 in the three and six months ended June 30, 2014, respectively, as compared to $11,000 and $22,000 in the three and six months ended June 30, 2013, respectively. The Company also recorded compensation expense of $0 and $55,000 related to the issuance of restricted common shares during the three and six months ended June 30, 2013. As of June 30, 2014, the Company had $255,000 of total unrecognized compensation cost related to its unvested options, which is expected to be recognized over a weighted average period of 1.33 years.

Stock Purchase Plan

The Company has a 2000 Employee Stock Purchase Plan (the “Purchase Plan”) for all eligible employees whereby shares of the Company’s common stock may be purchased at six-month intervals at 95% of the average of the closing bid and ask prices of the Company’s common stock on the last business day of the relevant plan period. Employees may purchase shares having a value not exceeding 10% of their gross compensation during an offering period, subject to certain additional limitations. There was no activity during the three and six months ended June 30, 2014 or 2013. At June 30, 2014, 294,461 shares were reserved for future issuance under the Purchase Plan.

5.             Revenue Recognition

The Company recognizes revenue when the following basic revenue recognition criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the price to the buyer charged for products delivered or services rendered and collectability of the sales price. The Company assesses credit worthiness of customers based upon prior history with the customer and assessment of financial condition. The Company’s shipping terms are customarily Free On Board (“FOB”) shipping point. The Company records revenue at the time of shipment if all other revenue recognition criteria have been met.

As of June 30, 2014 and December 31, 2013, the Company had deferred revenue balances of $108,000 and $0, respectively, because not all revenue recognition criteria were met. During the three and six months ended June 30, 2013, we recognized $0 and $201,000, respectively, in revenue previously deferred upon the receipt of cash. No revenue has been recognized during the three and six months ended June 30, 2014 which was previously deferred.

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6.             Earnings per Share

Basic earnings per share are calculated using the Company’s weighted-average outstanding common shares. Diluted earnings per share are calculated using the weighted-average outstanding common shares; the dilutive effect of applying the “if converted method” to convertible notes and investor warrants with cashless exercise provisions; and the dilutive effect of applying the treasury stock method to stock options and the 2013 warrants. In applying the if-converted method to convertible notes and investor warrants with cashless exercise provisions, the Company has adjusted net income (loss) to exclude the impact of fair value changes and interest expense associated with these instruments for the purposes of calculating diluted earnings per share. The following table reconciles net income (loss) and weighted average shares outstanding used in computing basic and diluted earnings per share;

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income (loss)	$	2,329		$	7,946		$	(85	)	$	137
Change in fair value of warrants		--			(3,097	)		--			--
Change in fair value of convertible note		(711	)		(3,177	)		--			--
Interest expense on convertible notes		71			62			--			--
Net income (loss) available to common stockholders, plus assumed conversions	$	1,689		$	1,734		$	(85	)	$	137
Basic weighted-average shares outstanding		135,093			63,922			130,074			52,858
Effect of dilutive securities:								--
Convertible notes		83,239			49,500			--			--
Right to shares		69,760			7,000			--			7,000
Warrants		--			17,304			--			--
Stock Options		--			38			--			102
Weighted-average shares-diluted		288,092			137,764			130,074			59,960
Net income per share - basic	$	0.01		$	0.12		$	0.00		$	0.00
Net income per share - diluted	$	0.01		$	0.01		$	0.00		$	0.00

During the three and six months ended June 30, 2013, options and warrants to purchase 47,777,683 and 64,141,716 shares of common stock, respectively ,were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. In addition, when applying the “if converted” method to the convertible debt, the net impact of adding back the interest expense and eliminating the fair value changes of the convertible debt would result in a reduction in net income of $1,753,000 for the six months ended June 30, 2013. Accordingly the impact of the issuance of 49,500,000 shares of common stock upon conversion of convertible debt was excluded from the calculations of diluted earnings per share for the six months ended June 30, 2013 as their effect would have been anti-dilutive.

During the three and six months ended June 30, 2014, 7,574,000 options and 8,333,333 warrants to purchase 15,907,333 shares of common stock, respectively ,were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. In addition, when applying the “if converted” method to the convertible debt, the net impact of adding back the interest expense and eliminating the fair value changes of the convertible debt would result in a reduction in net loss of $205,000 for the six months ended June 30, 2014. Accordingly the impact of the issuance of 49,500,000 shares of common stock upon conversion of convertible debt was excluded from the calculations of diluted earnings per share for the six months ended June 30, 2014 as their effect would have been anti-dilutive.

7.             Total Comprehensive Income (Loss)

Total comprehensive income (loss) for the three and six months ended June 30, 2014 was $2,340,000 and $(85,000) as compared to $7,956,000 and $147,000 in the three and six months ended June 30, 2013, respectively. Comprehensive income (loss) is comprised of the net income (loss) plus the increase or decrease in the foreign currency translation adjustment.

8.            Warranty and Preventative Maintenance Costs

The Company warranties its products against manufacturing defects under normal use and service during the warranty period. The Company evaluates the estimated future unrecoverable costs of warranty and preventative maintenance services for its installed base of products on a quarterly basis and adjusts its warranty reserve accordingly. The Company considers all available evidence, including historical experience and information obtained from supplier audits. There was no warranty liability recorded at June 30, 2014 or December 31, 2013.

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9.             Sale of Common Stock

September 2013 Financing

On September 18, 2013 the Company entered into a Securities Purchase Agreement (the “September SPA”) with a number of accredited investors, whereby the Company sold an aggregate of 29,166,668 shares of common stock at $0.06 per share (the “September Purchase Price”) and issued warrants to purchase an additional 29,166,668 shares of common stock (the “September Investor Warrants”) with gross proceeds to the Company of $1,750,000. After payment of the placement agent fees and other expenses, the Company received net proceeds of approximately $1,575,000. As part of the fee for its placement agent services, the Company also issued Palladium Capital Advisors a warrant to purchase 1,485,333 shares of common stock (together with the September Investor Warrants, the “September 2013 Warrants”) on the same terms and conditions as the investors under the September SPA. The shares of common stock sold in the offering are subject to certain piggyback registration rights as well as certain other protections, including price protection, as discussed below.

The September SPA provides that for a period of 24 months after the later of (i) September 18, 2013, or (ii) the public announcement of FDA approval for RenalGuard for sale in the United States, and so long as the investors hold the shares purchased pursuant to the September SPA, if the Company issues or sells any shares of common stock or any common stock equivalent at a price less than the September Purchase Price (a “Share Dilutive Issuance”), the Company shall issue additional shares of common stock so that total amount paid by the investor to acquire the shares, divided by the number of shares held by the investor pursuant to the September SPA, plus the additional shares issued as a result of a Share Dilutive Issuance, equals the price per share paid in the Share Dilutive Issuance. This provision also extends to any common shares that are issued pursuant to an exercise of the September 2013 Warrants.

In conjunction with the September 2013 SPA, the Company entered into a Right To Shares Agreement with one of the investors. Pursuant to this agreement, in lieu of issuing 16,666,667 of the common shares purchased by the investor, the Company shall be obligated to issue, and the investor has the right to up to 16,666,667 shares of the Company’s common stock. No additional consideration will be paid upon the issuance of the shares and the subscription amount has been paid in full by the investor and is non-refundable. The Company is obligated to deliver the shares to the investor within 3 days of the investor’s request for the share issuance. If the Company fails to deliver the shares within 3 days of the request, under certain circumstances defined in the Right To Shares Agreement, the Company may be obligated to reimburse the investor in cash for losses that the investor incurs as a result of not having access to the shares (the “Buy-In Shares”). As of June 30, 2014, the Company has reserved, but not issued 16,666,667 shares of common stock pursuant to the Right To Shares Agreement.

The September SPA also provides the investors with the option, for a period through June 18, 2014, to purchase on the same terms and with the same rights as the September 2013 SPA up to 50% of the shares of common stock purchased by the purchaser at the initial closing (“September 2013 SPA Option”). The investors would also receive a warrant for every option share exercised with the same terms as the warrants issued in the September SPA. No shares were purchased or exercised under the September 2013 SPA Option prior to the expiration date. The following is a summary of the September 2013 SPA Option for the six months ended June 30, 2014:

September 2013 SPA Option	Shares			Exercise Price
Beginning balance at December 31, 2013		14,583,334		$	0.06
Expired Options		(14,583,334	)	$	0.06
Ending balance at June 30, 2014		--		$	--

The September 2013 Warrants have a term of five-years and are immediately exercisable for an aggregate 30,625,001 shares of common stock purchased at an exercise price of $0.08 per share. The exercise price of the September 2013 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then exercise price. The September 2013 Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 180 days after the closing date of the private placement covering the resale of the shares of common stock underlying the September 2013 Warrants. The September 2013 Warrants contain limitations on the holder’s ability to exercise the September 2013 Warrants in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding common stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’ notice.

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the September 2013 Warrants for the six months ended June 30, 2014:

The September 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		30,625,001		$	0.08
Exchanged Warrants		(30,625,001	)	$	0.08
Ending balance at June 30, 2104		--		$	--

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In June 2008, the FASB issued ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), which was effective for the Company in 2009. This issued guidance requires that derivative instruments be evaluated for certain contingencies and anti-dilution provisions that would affect their equity classification as a derivative under ASC 815, Derivatives and Hedging (ASC 815) and requires the instruments to be classified as liabilities and reported at fair value.

Upon issuance, the September 2013 Warrants and the September 2013 SPA Option were not considered indexed to the Company’s own stock and therefore are required to be accounted for as freestanding derivative instruments and classified as a liability. A Monte Carlo simulation was used to estimate the fair value of the September 2013 Warrants and September 2013 SPA Option resulting in grant date fair values of $1,807,000 and $1,166,000, respectively (see Note 10 – Fair Value Measurements). As of June 30, 2014, the September 2013 Warrants have been settled thus there is no outstanding derivative liability. The impact to other income (expense) for the change in fair value of the September 2013 Warrants for the three and six months ended June 30, 2014 was a gain of $638,000 and a gain of $423,000, respectively. As of June 30, 2014, the September 2013 SPA Options were expired thus there was no derivative liability. The impact to other income (expense) for the change in fair value of the September 2013 SPA Option for the three and six months ended June 30, 2014 was a gain of $351,000 and $292,000, respectively.

On June 12, 2014, the outstanding September 2013 warrants were exchanged for 20,416,667 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $204,000 and was reclassified as a component of common stock upon the settlement. Of the 20,416,667 shares issued, 11,111,111 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days of request.

The Company also assessed the provisions of the Buy-In Share feature of the Rights To Shares Agreement as an embedded derivative pursuant to ASC 815-15, Embedded Derivatives, and has concluded that the feature meets the definition of a derivative and is not clearly and closely related to the Rights To Shares equity host agreement. The Buy-In Shares feature has been bifurcated from the Rights To Shares agreement and accounted for separately. The value of this feature was nominal as of the issuance date and June 30, 2014.

Allocation of SPA Proceeds

The Company first allocated the proceeds of the September SPA to the fair value of the September 2013 Warrants and September 2013 SPA Option. When the issuance costs were considered, the aggregate fair value of the September 2013 Warrants and September 2013 SPA Option exceeded the net proceeds of the September SPA. The Company first recorded the difference as a reduction of additional paid in capital to the extent available, with the reminder accounted for as a reduction in common stock.

February 2013 Financing

On February 22, 2013, the Company entered into a Securities Purchase Agreement (the “February SPA”) with a number of accredited investors, whereby the Company sold an aggregate of 26,933,333 shares of common stock at $0.15 per share (the “February Purchase Price”) and issued warrants to purchase an additional 26,933,333 shares of common stock (the “February Investor Warrants”) with gross proceeds to the Company of $4,040,000. After payment of the placement agent fees and other expenses, the Company received net proceeds of approximately $3,504,000. As part of the fee for its placement agent services, the Company also issued Palladium Capital Advisors a warrant to purchase 1,885,333 shares of common stock (together with the Investor Warrant, the “February 2013 Warrants”) on the same terms and conditions as the investors under the February SPA. The shares of common stock sold in the offering are subject to certain piggyback registration rights as well as certain other protections, including price protection, as discussed below.

The February SPA provides that for a period of 24 months after the later of (i) February 22, 2013, or (ii) the public announcement of FDA approval for RenalGuard for sale in the United States, and so long as the investors hold the shares purchased pursuant to the February SPA; in the event that the Company issues or sells any shares of common stock or any common stock equivalent at a price less than the Purchase Price (a “Share Dilutive Issuance”), the Company shall issue additional shares of common stock so that total amount paid by the investor to acquire the shares, divided by the number of shares held by the investor pursuant to the February SPA, plus the additional shares issued as a result of a Share Dilutive Issuance, equals the price per share paid in the Share Dilutive Issuance. This provision also extends to any common shares that are issued pursuant to an exercise of the February 2013 Warrants. As required under the terms of the February SPA, in connection with the September SPA, the Company issued to the investors in the February 2013 Financing an additional 40,400,001 shares of Common Stock due to these anti-dilutive provisions being triggered by the lower purchase price for shares issued in the September SPA.

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In conjunction with the February SPA, the Company entered into a Right To Shares Agreement with one of the investors. Pursuant to this agreement, in lieu of issuing 7,000,000 of the common shares purchased by the investor, the Company shall be obligated to issue, and the investor has the right to up to 7,000,000 shares of the Company’s common stock. No additional consideration will be paid upon the issuance of the shares and the subscription amount has been paid in full by the investor and is non-refundable. The Company is obligated to deliver the shares to the investor within 3 days of the investor’s request for the share issuance. If the Company fails to deliver the shares within 3 days of the request, under certain circumstances defined in the Right To Shares Agreement, the Company may be obligated to reimburse the investor in cash for losses that the investor incurs as a result of not having access to the shares (the “Buy-In Shares”). As of June 30, 2014, the Company has reserved, but not issued 19,000,000 shares of common stock pursuant to the Right To Shares Agreement, as adjusted for the anti-dilution issuance described above.

The February SPA also provided the investors with the option, for a period through November 21, 2013, to purchase on the same terms and with the same rights as the February 2013 SPA up to 50% of the shares of common stock purchased by the purchaser at the initial closing (“February 2013 SPA Option”). The investors would also receive a warrant for every option share exercised with the same terms as the warrant issued in the February SPA. No shares were purchased or exercised under the February 2013 SPA Option prior to the expiration date.

The February 2013 Warrants have a term of five-years and were immediately exercisable for an aggregate 28,818,666 shares of common stock purchased at an exercise price of $0.20 per share. The exercise price of the 2013 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then exercise price. Due to the September SPA, certain anti-dilution rights were triggered, resulting in the issuance of an additional 43,228,001 warrants with an exercise price of $0.08. All previously issued warrants related to the February 2013 financing have been repriced to $0.08. The February 2013 Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 180 days after the closing date of the private placement covering the resale of the shares of common stock underlying the February 2013 Warrants. The February 2013 Warrants contain limitations on the holder’s ability to exercise the February 2013 Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding common stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’ notice.

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the February 2013 Warrants for the six months ended June 30, 2014:

The February 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		72,046,667		$	0.08
Exchanged Warrants		(72,046,667	)		0.08
Ending balance at June 30, 2014		--		$	--

In June 2008, the FASB issued ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), which was effective for the Company in 2009. This issued guidance requires that derivative instruments be evaluated for certain contingencies and anti-dilution provisions that would affect their equity classification as a derivative under ASC 815, Derivatives and Hedging (ASC 815) and requires the instruments to be classified as liabilities and reported at fair value.

Upon issuance, the February 2013 Warrants and February 2013 SPA Option were not considered indexed to the Company’s own stock and therefore are required to be accounted for as freestanding derivative instruments and classified as a liability. A Monte Carlo simulation was used to estimate the fair value of the February 2013 Warrants and February 2013 SPA Option resulting in grant date fair values of $2,759,000 and $1,211,000, respectively (see Note 10 – Fair Value Measurements). The impact to other income for the change in fair value of the 2013 Warrants for the three and six months ended June 30, 2013 was a gain of $1,626,000 and $742,000, respectively. As of June 30, 2014, the February 2013 Warrants have been settled resulting in no outstanding derivative liability. The impact to other income (expense) for the change in fair value of the February 2013 Warrants for the three and six months ended June 30, 2014 was a gain of $1,501,000 and a gain of $961,000, respectively. On June 12, 2014, the outstanding February 2013 Warrants were exchanged for 48,031,111 shares of common stock pursuant to a warrant exchange agreement. The fair values of the common shares issued were $480,000 and was reclassified as a component of common stock upon the settlement. Of the 48,031,111 shares issued, 11,391,333 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

The Company also assessed the provisions of the Buy-In Share feature of the Rights To Shares Agreement as an embedded derivative pursuant to ASC 815-15, Embedded Derivatives, and has concluded that the feature meets the definition of a derivative and is not clearly and closely related to the Rights To Shares equity host agreement. The Buy-In Shares feature has been bifurcated from the Rights To Shares agreement and accounted for separately. The value of this feature was nominal as of the issuance date and June 30, 2014.

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Allocation of SPA Proceeds

The Company first allocated the proceeds of the February SPA to the fair value of the February 2013 Warrants and February 2013 SPA Option. When the issuance costs were considered, the aggregate fair value of the February 2013 Warrants and February 2013 SPA Option exceeded the net proceeds of the February SPA. The Company recorded the difference as a reduction of additional paid in capital.

The February SPA required the Company to use $1,000,000 of the proceeds received from the February SPA for investor relations. The Company engaged an investor relations firm and made an initial payment of $500,000 on the date of the February SPA closing. During the quarters ended September 30, 2013 and December 31, 2013 the Company paid an additional $250,000 and $220,000, respectively. The Company paid the final $30,000 during the three months ended June 30, 2014.

10.          Convertible Notes and Warrants

Features of the Convertible Notes and Investor Warrants

On February 22, 2011 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) and a 5% Senior Secured Convertible Debenture Agreement (the “Note Agreement”) with GCP IV LLC (the “Investors” or “Holders”) pursuant to which the Company agreed to issue and sell in a private placement to the Investors an aggregate principal amount of $4,000,000 of convertible notes due February 22, 2014 (the “2011 Convertible Notes”) and warrants to purchase 40,000,000 shares of common stock at $0.15 per share (the “2011 Warrants”). Under the terms of the Purchase Agreement, the Company had the opportunity to raise up to an additional $2,000,000 from the Holders in two separate $1,000,000 tranches, based upon meeting certain operational milestones within certain periods of time. The deadline for achieving the operational milestones for the first $1,000,000 tranche expired in February 2012 without the Company achieving such milestones; however, the Investors agreed to waive both the deadline and the achievement of these milestones as a condition for the investment of the first additional $1,000,000 tranche (the “2012 Convertible Notes”) and issuance of warrants to purchase up to 10,000,000 shares of common stock at $0.15 per share and warrants to purchase up to 10,000,000 shares of common stock at $0.25 per share (the “2012 Warrants”) which was completed on July 2, 2012.  On January 16, 2013 the Company entered into an amendment and waiver to the Purchase Agreement to provide for the issuance of an additional $250,000 of 5% Senior Secured Convertible Debentures (the “Third Tranche Convertible Notes”) maturing on January 16, 2016 and warrants exercisable for a period of five years to purchase up to 2,500,000 shares of common stock at an exercise price of $0.15 per share (the “Third Tranche Warrants”).

The convertible notes and warrants and the Purchase Agreement covering both are secured by a security interest in all assets of the Company and its subsidiaries and all such obligations are guaranteed jointly and severally by the Company's subsidiaries. The convertible notes also contain non-financial covenants which limit the Company and its subsidiaries from incurring subsequent indebtedness, incurring liens, and amending organizational documents, repurchasing or repaying other debt, paying cash dividends and entering into affiliate transactions.

On February 22, 2013, simultaneous with the closing of the February SPA, the Company entered into an Amendment and Waiver Agreement (the “February Amendment and Waiver Agreement”) with the Holder under which the Holder agreed to (a) increase the number of shares exercisable under the 2011 and 2012 Warrants from an aggregate 50,000,000 shares to 81,578,946 shares and to modify both the exercise price and the Volume Weighted Average Price (“VWAP price”) of the 2011 and 2012  Warrants to $0.098 and $0.155, respectively, (b)  return to the Company for forfeiture the remaining warrants previously issued to purchase an aggregate 12,500,000 shares of common stock, (c)  extend the due date for the 2012 Convertible Notes from February 22, 2014 to June 30, 2015, (d) until February 22, 2014, without the prior written consent from the majority of the investors under the February SPA, forbear from declaring any Event of Default (as defined in the original debenture), and (e) relinquish its right to purchase up to an additional $750,000 in debentures under the terms of the original Purchase Agreement.

On September 18, 2013, simultaneous with the closing of the September SPA, the company entered into an Amendment and Waiver Agreement (“the September Amendment and Waiver Agreement”) under which the holders of the term debentures have agreed to (a) extend the payment due date for the interest on the debentures to June 30, 2015, modify the conversion price for the debentures to $0.06, and set the VWAP Price of the warrants originally issued in 2011 and 2012 to $0.3705.

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On April 14, 2014 and May 27, 2014, the Company obtained $250,000 in funding through the sale of convertible notes and warrants, respectively. 

As of June 30, 2014 and December 31, 2013, the maturity date principal of convertible debt was $4,994,355 and $4,494,355, respectively, and is due between June 2015 and January 2016. The Company has also accrued approximately $268,000 and $144,000 of interest payable to the convertible note holders at June 30, 2014 and December 31, 2013, respectively. The terms of the individual tranches of convertible notes and warrants issued pursuant to this agreement and the impact of the Amendment and Waiver Agreements are discussed below.

2011 Convertible Notes

The September Amendment and Waiver Agreement extends the payment due date for the interest on the debentures to June 30, 2015. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts that may become due in connection with the 2011 Convertible Notes, has been made.

The Holders may convert the outstanding principal amount of the Convertible Notes into shares of the Company’s common stock at the conversion price of $0.06 per share as per the September 2013 Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

At any time after February 2012, and upon entering into a change of control transaction or Fundamental Transaction, as defined in the Debenture Agreement, the Company may deliver a notice to the Holders of its irrevocable election to redeem all of the then outstanding principal of the 2011 Convertible Notes for cash in an amount equal to the sum of (a) the greater of (i) the outstanding amount of the 2011 Convertible Notes divided by the conversion price on the date of the mandatory default amount, as defined in the Purchase Agreement, is either (A) demanded or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP of the date of the mandatory default amount is either (x) demanded or otherwise due or (y) paid in full, whichever has higher VWAP, plus all accrued and unpaid interest, or (ii) 130% of the outstanding principal amount of the Notes, plus 100% of accrued and unpaid interest, and (b) all other amounts, costs, expenses and liquidated damages due under the various agreements covering issuance of the Convertible Notes. Such amount would include the liquidated damages due under the default provision of the Purchase Agreement.

Due to the February 2013 Amendment and Waiver Agreement, the Company is required to repay, in cash, any outstanding principal amount of the 2011 Convertible Notes on June 30, 2015 and is not permitted, except upon entering into a change of control transaction or fundamental transaction as noted above, to prepay any portion of the principal amount without prior written consent of the Holders.

2011 Warrants

On February 22, 2011, in connection with the issuance of the 2011 Convertible Notes, the Company issued warrants for the purchase of up to 40,000,000 shares of common stock at the exercise price of $0.15 per share and with an expiration date of February 22, 2016 (the “2011 Warrants”). On February 22, 2013, as per the terms of the February Amendment and Waiver Agreement, the Company canceled the original warrants and re-issued new warrants for the purchase of up to 65,263,156 shares of common stock at an exercise price of $0.098 per share.

The 2011 Warrants are exercisable by a cashless exercise to purchase shares of the Company’s common stock. The Exercise Price of the 2011 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then Exercise Price.

In connection with a Fundamental Transaction, as defined in the Purchase Agreement, that is an all-cash transaction, the Company shall have the right to purchase from the Holders all, but not less than all, of the unexercised portion of the Warrants by paying in cash to the Holders an amount equal to 30% of the Exercise Price multiplied by the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such change of control transaction. 

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On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding 2011 warrants by issuing 2/3 of a share for each outstanding warrant.

The following is a summary of the 2011 Warrants outstanding for the six months ended June 30, 2014:

	2011 Warrants			Exercise Price
Beginning balance – December 31, 2013		17,940,780		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(17,940,780	)	$	0.098
Ending Balance – June 30, 2014		--		$	--

2012 Convertible Notes

The 2012 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on July 2, 2015. The 2012 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share as per the September 2013 Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

The 2012 Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

2012 Warrants

On July 2, 2012, in conjunction with the issuance of the 2012 Convertible Notes, the Company issued warrants for the purchase of up to 20,000,000 shares of common stock with five year terms.  The warrants were issued to allow the Investors to purchase up to 10,000,000 shares of common stock at an initial purchase price of $0.15 per share and the remaining 10,000,000 shares of common stock at an initial purchase price of $0.25 per share. The terms of the 2012 Warrants are identical to those of the 2011 Warrants, except that the 2012 Warrants are exercisable for a period of five years from the date of issuance and contain different exercise prices. On February 22, 2013, as per the terms of the February Amendment and Waiver Agreement, the Company canceled the original warrants and re-issued new warrants for the purchase of up to 16,315,790 shares of common stock at an initial purchase price of $0.098. 

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding 2012 Warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the 2012 Warrants outstanding at June 30, 2014:

	2012 Warrants			Exercise Price
Beginning balance at December 31, 2013		7,065,255		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(7,065,255	)	$	0.098
Ending balance at June 30, 2014		--		$	--

Third Tranche Convertible Notes

The Third Tranche Convertible Notes, which were issued on January 16, 2013, contain the same terms as the 2011 and 2012 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture on January 16, 2016.  The Third Tranche Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the outstanding Third Tranche balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

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The Third Tranche Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 and 2012 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

Third Tranche Warrants

On January 16, 2013, in connection with the Third Tranche Convertible Notes, the Company issued warrants for the purchase of up to 2,500,000 shares of common stock with five year terms.  The warrants were issued to allow the Investors to purchase up to 2,500,000 shares of common stock at an initial purchase price of $0.15 per share. On February 22, 2013, per the terms of the Amendment and Waiver Agreement, the Third Tranche Warrants were canceled.

April 2014 Convertible Notes

On April 14, 2014, the Company entered into an Amendment and Waiver Agreement (the “April Amendment and Waiver Agreement”) to the Securities Purchase Agreement dated February 22, 2011, and as further amended in July 2012, January 2013, February 2013 and September 2013. The April Amendment and Waiver Agreement reestablished the availability and extended the period of time in which the remaining funds under the third closing (up to $750,000) could be sold. The April Amendment and Waiver Agreement also waived certain corporate milestones and conditions to necessary to complete the third closing and waived any defaults under the terms of the Purchase Agreement.

In connection with the April Amendment and Waiver Agreement, the Company issued and sold to GCP IV LLC (i) a 5% Senior Secured Convertible Debenture of the Company (the “April 2014 Notes”) with a principal amount of $250,000, and (ii) a Common Stock Purchase Warrant to purchase up to 4,166,667 shares of the Company’s common stock at an initial exercise price of $0.09 per share (the “April 2014 Warrants”), for a total purchase price of $250,000.

The April 2014 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on July 2, 2015. The April 2014 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share as per the April Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

The April 2014 Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

April 2014 Warrants

On April 14, 2014, in connection with the April Convertible Notes, the Company issued warrants for the purchase of up to 4,166,667 shares of the common stock with five year terms at an exercise price of $0.09 per share. The April 2014 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the Warrant Shares. The exercise price is adjustable for certain dilutive issuances, including issuances of securities at an effective price per share lower than the exercise price, rights offerings, mergers or sales of assets and certain other customary anti-dilution provisions.

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The following is a summary of the April 2014 Warrants outstanding at June 30, 2014:

	April 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

May 2014 Convertible Notes

On May 27, 2014, in connection with an additional Third Closing (as defined in the Purchase Agreement) under that certain Securities Purchase Agreement, dated as of February 22, 2011, as amended by each of those certain Amendments and Waivers dated July 2, 2012, January 16, 2013, September 18, 2013 and April 14, 2014, the Company issued and sold to GCP IV LLC, and GCP purchased from the Company, (i) a 5% Senior Secured Convertible Debenture of the Company with a principal amount of $250,000 (the “May 2014 Convertible Notes”), and (ii) a Common Stock Purchase Warrant to purchase up to 4,166,667 shares of the Company’s common stock at an initial exercise price of $0.09 per share (the “May 2014 Warrant”), for a total purchase price of $250,000.

The May 2014 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on January 16, 2016. The May 2014 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

May 2014 Warrants

On May 27, 2014, in connection with the May 2014 Convertible Notes, the Company issued warrants for the purchase of up to 4,166,667 shares of the common stock with five year terms at an exercise price of $0.09 per share. The May 2014 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the Warrant Shares. The exercise price is adjustable for certain dilutive issuances, including issuances of securities at an effective price per share lower than the exercise price, rights offerings, mergers or sales of assets and certain other customary anti-dilution provisions.

The following is a summary of the May 2014 Warrants outstanding at June 30, 2014:

	May 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

 Accounting for the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes, May 2014 Convertible Notes, 2011 Warrants, 2012 Warrants, Third Tranche Warrants, April 2014 Warrants and May 2014 Warrants

2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes

The Company has determined that the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes constitute hybrid instruments that have the characteristics of a debt host contract containing several embedded derivative features that would require bifurcation and separate accounting as a derivative instrument pursuant to the provisions of ASC 815. The Company has identified all of the derivatives associated with each convertible note. As permitted under ASC 825-10-10 – Financial Instruments, as it relates to the fair value option, the Company has elected, as of the original issuance date of each convertible note, to measure the 2011 Convertible Notes, 2012 Convertible Notes, the Third Tranche Convertible Notes, the April 2014 Convertible Notes and the May 2014 Convertible Notes in their entirety at fair value with changes in fair value recognized in the Condensed Consolidated Statements of Operations as either a gain or loss until the notes are settled. As such, the Company has appropriately valued the embedded derivatives as a single hybrid contract together with the convertible notes. This election was made by the Company after determining the aggregate fair value of the convertible notes to be more meaningful in the context of the Company’s financial statements than if separate fair values were assigned to each of the multiple embedded instruments contained in the convertible notes.

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Pursuant to the guidance of ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), the 2011 Warrants, 2012 Warrants, Third Tranche Warrants, April 2014 Warrants and May 2014 Warrants were not considered indexed to the Company’s own stock. As a result these instruments have been account for as freestanding derivative instruments and classified as a liability recorded at fair value at each reporting period.

The February 2013 and September 2013 Amendment and Waiver Agreements triggered greater than 10% changes in the present value of cash flows of the convertible notes and associated warrants. As a result, the Company has treated the Amendment and Waiver Agreements as debt extinguishments where the carrying value of the convertible notes and warrants prior to the amendments were removed from the Company’s books and the fair value of the amended convertible notes and warrants was recorded. The resulting difference in value was recorded as an aggregate $1,283,000 loss on the extinguishment of debt during the six months ended June 30, 2013. The impact to each of the convertible notes and associated warrants is discussed below.

2011 Convertible Notes and 2011 Warrants

Upon issuance of the 2011 Convertible Notes, the Company allocated the proceeds received to the 2011 Convertible Notes and 2011 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Notes to be $3,208,000. The debt discount in the amount of $792,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the 2011 Convertible Notes.  The carrying value of the 2011 Convertible Notes has been adjusted to fair value each reporting period. 

The Company accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the 2011 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2011 Convertible Notes, resulting in a fair value of $6,070,000 as of February 22, 2013. In connection with the extinguishment of the debt as of February 22, 2013, the Company had amortized $38,000 of the debt discount and wrote off the remaining debt discount of $265,000.

The Company has also accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the 2011 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2011 Convertible Notes, resulting in a fair value of $4,920,000 as of September 18, 2013.

As of June 30, 2013 and 2014, the 2011 Convertible Notes have been marked to fair value resulting in a derivative liability of $4,380,000 and $3,010,000, respectively. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $3,107,000 and $354,000 respectively, and a gain of $480,000 and $280,000, respectively.

As a result of the February 2013 Amendment and Waiver Agreement the carrying value of the 2011 Warrants was adjusted at February 22, 2013 to reflect the revised terms. As of June 30, 2013, the 2011 Warrants have been marked to fair value resulting in a derivative liability of $1,809,000. As of June 30, 2014, the 2011 Warrants have been fully settled resulting in no derivative liability. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $2,118,000 and $104,000, respectively, and a gain of $238,000 and a gain of $59,000, respectively.

On June 12, 2014, the outstanding 2011 warrants were exchanged for 11,960,520 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $120,000 and was reclassified as a component of common stock upon the settlement. Of the 11,960,250 shares issued, 6,882,287 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

During the three and six months June 30, 2013, certain holders of the 2011 Warrants exercised warrants to purchase 17,940,780 shares of common stock pursuant to the cashless exercise provisions resulting in the issuance of 12,020,323, shares of the Company’s common stock. The cashless exercise resulted in the reclassification of $359,000 in the exercise date fair value of the 2011 Warrants exercised as a component of the common stock balance within stockholders’ equity in the consolidated balance sheet.

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2012 Convertible Notes and 2012 Warrants

Upon issuance of the 2012 Convertible Notes, the Company allocated the proceeds received to the Second Tranche Convertible Notes and 2012 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Second Tranche Convertible Notes to be $417,000.  The debt discount in the amount of $583,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the 2012 Convertible Notes. The carrying value of the 2012 Convertible Notes has been adjusted to fair value each reporting period.

The Company has accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the 2012 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2012 Convertible Notes, resulting in a fair value of $1,516,000 as of February 22, 2013. In connection with the extinguishment of debt as of February 22, 2013, the Company had amortized $55,000 of the debt discount and wrote off the remaining debt discount of $462,000.

The Company has also accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the 2012 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2012 Convertible Notes, resulting in a fair value of $1,390,000 as of September 18, 2013. As of June 30, 2013 and 2014, the 2012 Convertible Notes have been marked to fair value resulting in a derivative liability of $1,180,000 and $930,000, respectively. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $620,000 and $463,000, respectively and a gain of $200,000 and a gain of $80,000, respectively.  

As a result of the February 2013 Amendment and Waiver Agreement the carrying value of the 2012 Warrants was adjusted at February 22, 2013 to reflect the revised terms. As of June 30, 2014, the 2012 Warrants have been settled resulting in no outstanding derivative liabilities. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $979,000 and $21,000, respectively, and a gain of $112,000 and $94,000, respectively.

On June 12, 2014, the outstanding 2012 warrants were exchanged for 4,710,170 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $47,000 and was reclassified as a component of common stock upon the settlement. Of the 4,710,170 shares issued, 4,710,170 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

During the three and six months June 30, 2013, certain holders of the 2012 Warrants exercised warrants to purchase 7,065,255 shares of common stock pursuant to the cashless exercise provisions resulting in the issuance of 4,733,721, shares of the Company’s common stock. The cashless exercise resulted in the reclassification of $159,000 in the exercise date fair value of the 2012 Warrants exercised as a component of the common stock balance within stockholders’ equity in the consolidated balance sheet.

Third Tranche Convertible Notes and Third Tranche Warrants

Upon issuance of the Third Tranche Convertible Notes in January 2013, the Company allocated the proceeds received to the Third Tranche Convertible Notes and Third Tranche Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Third Tranche Convertible Notes to be $142,000.  The Third Tranche Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $394,000. The debt discount in the amount of $108,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible Notes.

The Company has accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the Third Tranche Convertible Notes prior to the extinguishment was replaced by the fair value of the amended Third Tranche Convertible Notes, resulting in a fair value of $386,000 as of February 22, 2013. In connection with the extinguishment of debt as of February 22, 2013, the Company had amortized $2,000 of the debt discount and wrote off the remaining debt discount of $106,000.

The Company has accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the Third Tranche Convertible Notes prior to the extinguishment was replaced by the fair value of the amended Third Tranche Convertible Notes, resulting in a fair value of $361,000 as of September 18, 2013. As of June 30, 2014, the Third Tranche Convertible Notes have been marked to fair value resulting in a derivative liability of $232,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a gain of $52,000 and $5,000 respectively.

Upon issuance of the Third Tranche Warrants, the Company allocated $108,000 of the initial proceeds to the Third Tranche Warrants and immediately marked them to fair value resulting in a derivative liability of $300,000.  The Third Tranche Warrants were canceled during 2013.

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April 2014 Convertible Notes and April 2014 Warrants

Upon issuance of the April 2014 Convertible Notes in April 2014, the Company allocated the proceeds received to the April 2014 Convertible Notes and April 2014 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the April 2014 Convertible Notes to be $205,000. The April 2014 Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $261,000. The debt discount in the amount of $45,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible notes. The carrying value of the April 2014 Convertible Notes has been adjusted to fair value each reporting period. 

As of June 30, 2014, the April 2014 Convertible Notes have been marked to fair value resulting in a derivative liability of $242,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a loss of $29,000 and $29,000, respectively. The Company amortized $8,000 of debt discount of the April 2014 Convertible Notes to interest expense for the three and six months ended June 30, 2014, respectively.

Upon issuance of the April 2014 Warrants, the Company allocated $45,000 of the initial proceeds to the April 2014 Warrants and immediately marked them to fair value resulting in a derivative liability of $58,000.  As of June 30, 2014, the April 2014 Warrants have been marked to fair value resulting in a derivative liability of $4,000. The impact to other income (expense) for the three and six months ended June 30, 2013 was a gain of $41,000 and $41,000, respectively.

May 2014 Convertible Notes and May 2014 Warrants

Upon issuance of the May 2014 Convertible Notes in May 2014, the Company allocated the proceeds received to the May 2014 Convertible Notes and May 2014 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the May 2014 Convertible Notes to be $247,000. The May 2014 Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $254,000. The debt discount in the amount of $3,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible notes. The carrying value of the May 2014 Convertible Notes has been adjusted to fair value each reporting period. 

As of June 30, 2014, the May 2014 Convertible Notes have been marked to fair value resulting in a derivative liability of $239,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a gain of $8,000. The Company amortized $200 of debt discount of the May 2014 Convertible Notes to interest expense for the three and six months ended June 30, 2014, respectively.

Upon issuance of the May 2014 Warrants, the Company allocated $3,000 of the initial proceeds to the May 2014 Warrants and immediately marked them to fair value resulting in a derivative liability of $3,000.  As of June 30, 2014, the May 2014 Warrants have been marked to fair value resulting in a derivative liability of $6,000. The impact to other income (expense) for the three and six months ended June 30, 2013 was a loss of $3,000 and $3,000, respectively.

11.     Fair Value Measures

The following summarizes the Company’s assets and liabilities measured at fair value as of December 31, 2013:

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
Description	2013		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,537,000	$	—	$	—	$	4,537,000
Warrant liabilities	$	2,680,000	$	—	$	—	$	2,680,000
Total Liabilities	$	7,217,000	$	—	$	—	$	7,217,000

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The following summarizes the Company’s assets and liabilities measured at fair value as of June 30, 2014:

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	June 30,		Assets		Inputs		Inputs
Description	2014		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,653,000	$	—	$	—	$	4,653,000
Warrant liabilities	$	10,000	$	—	$	—	$	10,000
Total Liabilities	$	4,663,000	$	—	$	—	$	4,663,000

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A summary of changes in the outstanding convertible notes, warrant liabilities, and SPA as of December 31, 2012, February 22, 2013, September 18, 2013, December 31, 2013, April 14, 2014, May 27, 2014 and June 30, 2014 is as follows:

	Fair Value of 2011 Convertible Notes			Fair Value of 2011 Warrant Liabilities			Fair Value of 2012 Convertible Notes			Fair Value of 2012 Warrant Liabilities			Fair Value of Third Tranche Convertible Notes			Fair Value of Third Tranche Warrant Liabilities			February 2013 Warrants			February 2013 SPA Option			September 2013 Warrants			September 2013 SPA Options			April 2014 Notes			April 2014 Warrants			May 2014 Notes			May 2014 Warrants		Total
Balance December 31, 2012	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	11,898,000
Allocation of initial proceeds	$	—		$	—		$	—		$	—		$	142,000		$	108,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	250,000
Initial fair value adjustment	$	—		$	—		$	—		$	—		$	252,000		$	192,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	444,000
January 16, 2013	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	394,000		$	300,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	12,592,000
Amortization of debt discount	$	38,000		$	—		$	55,000		$	—		$	2,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	95,000
Fair value adjustment	$	(370,000	)	$	—		$	(72,000	)	$	—		$	(8,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(450,000	)
Carrying value of old debt at modification	$	(6,178,000	)	$	—		$	(1,571,000	)	$	—		$	(388,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(8,137,000	)
Fair value of new debt at modification	$	6,070,000		$	—		$	1,516,000		$	—		$	386,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	7,972,000
Modification of warrants	$	—		$	1,916,000		$	—		$	632,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	2,548,000
Cancellation/retirement of warrants	$	—		$	—		$	—		$	(800,000	)	$	—		$	(300,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,100,000	)
Fair value of instruments at issuance	$	—		$	—		$	—		$	—		$	—		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	3,970,000
February 22, 2013	$	6,070,000		$	3,916,000		$	1,516,000		$	1,632,000		$	386,000		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	17,490,000
Exercise of warrants	$	—		$	(1,731,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,731,000	)
Conversion of debentures	$	(450,000	)																																							$	(450,000	)
Fair value adjustment	$	(1,240,000	)	$	(376,000	)	$	(336,000	)	$	(653,000	)	$	( 91,000	)	$	—		$	(742,000	)	$	(807,000	)	$	—		$	—		$	—		$	—		$	—		$	—	$	(4,245,000	)
June 30, 2013		4,380,000			1,809,000		$	1,180,000		$	979,000		$	295,000		$	—		$	2,017,000		$	404,000		$	--		$	--		$	--		$	--		$	--		$	--	$	11,064,000
Balance at December 31, 2013	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	—		$	1,441,000		$	--		$	627,000		$	292,000		$	--		$	--		$	--		$	--	$	7,217,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	205,000			45,000		$	--		$	--	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			56,000			13,000		$	--		$	--	$	69,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	--		$	--		7,536,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	247,000-		$	3,000	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			--		$	7,000		$	--	$	7,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	254,000		$	3,000	$	7,793,000
Amortization of Debt Discount	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	8,000		$	—		$	—		$	—	$	8,000
Settlement of warrants	$	—		$	(120,000	)	$	—		$	(47,000	)	$	—		$	—		$	(480,000	)	$	—		$	(204,000	)	$	—		$	—		$	—		$	—		$	—	$	(851,000	)
Fair value adjustment	$	(280,000	)	$	(59,000	)	$	(80,000	)	$	(94,000	)	$	(5,000	)	$	—		$	(961,000	)	$	—		$	(423,000	)	$	(292,000	)		(27,000	)		(54,000	)		(15,000	)	$	3,000	$	(2,287,000	)
June 30, 2014	$	3,010,000		$	--		$	930,000		$	--		$	232,000		$	—		$	--		$	—		$	--		$	--		$	242,000		$	4,000		$	239,000		$	6,000	$	4,663,000

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Valuation – Methodology and Significant Inputs Assumptions

Fair values for the Company’s derivatives and financial instruments are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, 2013 SPA Options and Convertible Notes as of the January 16, 2013 issuance date, February 22, 2013 Amendment and Waiver Agreement date, September 18, 2013 Amendment and Waiver agreement, December 31, 2013 balance sheet date, April 14, 2014 issuance date, May 27, 2014 issuance date and the June 30, 2014 balance sheet date are discussed below. Each of the measurements is considered a Level 3 measurement as a result of at least one significant unobservable input.

2011 Warrants

A Black-Scholes-Merton option-pricing model, with dilution effects, was utilized to estimate the fair value of the 2011 Warrants as of February 22, 2013, June 30, 2013 and December 31, 2013. This model is widely used in estimating value of European options dependent upon a non-paying dividend stock and fixed inputs. This model is subject to the significant assumptions discussed below and requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		3.00			2.65			2.15
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.40	%		0.31	%		0.21	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

2012 Warrants

$0.15 Warrants

A Black-Scholes-Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the $0.15 Warrants as of February 22, 2013, March 30, 2013 and December 31, 2013.

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		4.38			4.01			3.50
Stock Volatility		100	%		100	%		100	%
Risk-Free Rate		0.70	%		1.04	%		1.02	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

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Third Tranche Warrants

A Black-Scholes Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the Third Tranche Warrants as of January 16, 2013. These warrants were canceled on February 22, 2013.

Input	January 16, 2013
Stock Price	$	0.15
Exercise Price	$	0.15
Expected Life (in years)		5
Stock Volatility		110	%
Risk-Free Rate		0.75	%
Dividend Rate		0
Outstanding Shares of Common Stock		32,434,430

February 2013 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the February 2013 warrants as of February 22, 2013, June 30, 2013, December 31, 2013. Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the February 2013 Warrants as of June 30, 2014 incorporated the potential impact of the proposed transaction and the effect on the outstanding February 2013 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.12		$	0.09		$	0.04
Exercise Price	$	0.20		$	0.20		$	0.08
Expected Life (in years)		5			4.65			4.15
Stock Volatility		110	%		110	%		100	%
Risk-Free Rate		0.84	%		1.28	%		1.34	%
Number of Steps		100,000			100,000			100,000
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

February 2013 SPA Option

The February 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at February 22, 2013 and June 30, 2013.

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.14		$	0.10
Exercise Price	$	0.15		$	0.15
Expected Life (in years)		0.75			0.39
Stock Volatility		110	%		110	%
Risk-Free Rate		0.15	%		0.07	%
Dividend Rate		0	%		0	%
Outstanding Shares of Common Stock		73,042,764			79,947,066

A Monte Carlo simulation model was also utilized to estimate the fair value of the February 2013 SPA Option as of February 22, 2013 and June 30, 2013.

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.10		$	0.11
Exercise Price	$	0.20		$	0.20
Expected Life (in years)		5.00			5.0
Stock Volatility		110	%		110	%
Risk-Free Rate		1.158	%		1.633	%
Number of Steps		100,000			100,000	%

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September 2013 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the September 2013 warrants as of December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		4.72
Stock Volatility		100	%
Risk-Free Rate		1.61	%
Number of Steps		100,000

September 2013 SPA Option

The September 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at December 31, 2013.

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.06
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Dividend Rate		0	%
Outstanding Shares of Common Stock		160,664,862

A Monte Carlo simulation model was also utilized to estimate the fair value of the 2013 SPA Option as of December 31, 2013. 

Input	December 31, 2013
Stock Price (simulated)	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Number of Steps		10,000

- 26 -

April 2014 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the April 2014 warrants as of April 14, 2014 and June 30, 2014. Based on the potential impact of the proposed merger transaction, the valuation of the April 2014 Warrants as of June 30, 2014 incorporated the expectation that the warrants will be cancelled upon consummation of the proposed transaction and the effect on the outstanding April 2014 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	April 14, 2014			June 30, 2014
Stock Price	$	0.0375		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.79
Stock Volatility		100.0	%		120.0	%

May 2014 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the May 2014 warrants as of May 27, 2014 and June 30, 2014. Based on the potential impact of the proposed merger transaction, the valuation of the May 2014 Warrants as of June 30, 2014 incorporated the expectation that the warrants will be cancelled upon consummation of the proposed transaction and the effect on the outstanding May 2014 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	May 27, 2014			June 30, 2014
Stock Price	$	0.01		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.91
Stock Volatility		100.0	%		120.0	%

2011 Convertible Notes

A binomial lattice model was utilized to estimate the fair value of the Convertible Notes as of, February 22, 2013, June 30, 2013 and December 31, 2013. The binomial model considers the key features of the Convertible Notes, as noted above, and is subject to the significant assumptions discussed below. First, a discrete simulation of the Company’s stock price, without effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Second, a discrete simulation of the Company’s stock price, with effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Third, based upon the simulated stock price with dilution effect, an analysis of the higher position of a conversion position, redemption position, or holding position (i.e. fair value of the respective future nodes value discounted using the applicable discount rate) was conducted relative to each node until a final fair value of the instrument is conducted at the node representing the measurement date. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Strike Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.00			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.25	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

- 27 -

Based on the potential impact of the proposed merger transaction, the valuation of the 2011 Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

2012 Convertible Notes

A binomial lattice model was also utilized to estimate the fair value of the 2012 Convertible Notes as of February 22, 2013, June 30, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			March 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.01			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.26	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

Based on the potential impact of the proposed merger transaction the valuation of the 2012 Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

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Third Tranche Convertible Notes

A binomial lattice model was also utilized to estimate the fair value of the Tranche Three Convertible Notes as of January 16, 2013, February 22, 2013, June 30, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	January 16, 2013			February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.15		$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		3			2.90			2.55			2.04
Stock Volatility		100	%		100	%		100	%		95	%
Risk-Free Rate		0.36	%		0.39	%		0.52	%		0.40	%
Dividend Rate		0	%		0	%		0	%		0	%
Outstanding Shares of Common Stock		32,434,430			59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		13.2	%		21.3	%
Probability of forced redemption		20	%		20	%		20	%		20	%

Based on the potential impact of the proposed merger transaction , the valuation of the Tranche Three Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.54
Stock Volatility		110	%
Risk-Free Rate		0.3	%
Dividend Rate		0.00	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

April 2014 Convertible Notes

A Monte-Carlo simulation was utilized to estimate the fair value of the April 2014 Convertible Notes as of April 14, 2014 and June 30, 2014. This model was employed to more effectively incorporate the potential impact of the proposed merger transaction and the effect on the outstanding convertible notes. This model requires the following key inputs with respect to the Company and/or instrument:

Input	April 14, 2014			June 30, 2014
Stock Price (simulated)	$	0.0375			0.01
Strike Price	$	0.06			0.06
Expected remaining term (in years)		1.22			1.01
Stock Volatility		100	%		110.0	%
Risk-Free Rate		0.2	%		0.1	%
Dividend Rate		0.00	%		0.00	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 50.0	%		20.0% - 90.0	%

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May 2014 Convertible Notes

A Monte-Carlo simulation was utilized to estimate the fair value of the May 27, 2014 Convertible Notes as of May 2014 and June 30, 2014. This model was employed to more effectively incorporate the potential impact of the proposed merger transaction and the effect on the outstanding convertible notes. This model requires the following key inputs with respect to the Company and/or instrument:

Input	May 27, 2014			June 30, 2014
Stock Price (simulated)		0.01			0.01
Strike Price		0.06			0.06
Expected remaining term (in years)		1.64			1.54
Stock Volatility		100.0	%		110.0	%
Risk-Free Rate		0.3	%		0.3	%
Dividend Rate		0.0	%		0.0	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 90.0	%		20.0% - 90.0	%

The following are significant assumptions utilized in developing the inputs:

● The Company’s common stock shares are traded on the OTC Bulletin Board and, accordingly, the stock price input is based upon bid prices as of the valuation dates due to the extremely thin trading volume, broker-driven market (vs. exchange market) and the wide bid/ask spread as of the valuation date;

● The expected future stock prices of the Company’s stock were modeled to include the effect of dilution upon conversion of the instruments to shares of common stock;

● Stock volatility was estimated by considering (i) the annualized monthly volatility of the Company’s stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instruments (monthly data set is more relevant given the extremely thin trading volume of the Company’s common stock) and (ii) the annualized daily volatility of comparable companies’ stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instrument. Historic prices of the Company and comparable companies’ common stock were used to estimate volatility as the Company did not have traded options as of the valuation dates;

● Based upon the Company’s historical operations and management’s expectations for the foreseeable future, the Company’s stock was assumed to be a non-dividend-paying stock;

● The risk-free interest rate is based on the U.S. Treasury Yield curve in effect as of the valuation date for the expected term;

● With respect to the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, the Company is expected to pay all accrued interest due to the Holders at maturity of the respective notes;

● With respect to the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, based upon management’s expectations for a change of control or fundamental transaction to occur prior to the maturity date of the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, a low probability of a forced redemption;

●	Upon a change of control redemption, the change of control redemption amount shall equal to the sum of:
	I.     the greater of:

(i) the outstanding amount of the debt divided by the Conversion Price on the date of the mandatory default amount is either (A) demanded or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP of the date of the mandatory default amount is either (x) demanded or otherwise due or (y) paid in full, whichever has higher VWAP, plus all accrued and unpaid interest, or

(ii) 130% of the outstanding principal amount of the debt, plus 100% of accrued and unpaid interest, and

II. all other amounts, costs, expenses and liquidated damages due under the various agreements covering issuance of the debt.

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Additionally, it is assumed that no amounts are due pursuant to clause (II) above in any period and that the stock price at each respective node represents a reasonable approximation of the VWAP requirements.

● Based on the potential impact of the proposed merger transaction, the valuations of the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes were modified for the June 30, 2014 valuation date to reflect a 90% probability of the proposed merger transaction occurring during 2014. During the period of time where the transaction was expected to be completed, the 90% probability of occurrence was applied. During this period, the expectation of forced redemption as described above was replaced with the expectation that 95% of the convertible notes would be extinguished and 5% of the convertible notes would be converted, as contemplated in the proposed transaction. During all other periods, the probability of forced redemption and contractual impact of forced redemption as described above was utilized.

● Based on the potential impact of the proposed merger transaction, the valuations of the April 2014 Warrants and May 2014 Warrants were modified for the June 30, 2014 valuation date to reflect the potential execution of the a warrant exchange, whereby the warrant is cancelled upon consummation of the transaction. The potential of the transaction occurring was assigned a 90% probability. In the other 10% of potential outcomes, the valuation model contemplates the investor holding the warrant until its expiration.

The changes in fair value between reporting periods are related to the changes in the price of the Company’s common stock as of the measurement dates, the volatility of the Company’s common stock during the remaining term of the instrument, changes in the conversion price and effective discount rate.

12.     Commitments

Lease Commitments

The Company leases its corporate office under an operating lease agreement that expires in August 2014. In addition to the minimum lease payments, the agreement requires payment of the Company's pro-rata share of property taxes and building operating expenses. In April 2014, the Company extended their lease for their corporate offices to run through August 2017. Under this lease the Company’s rent payments will range from $43,500 to $49,500 per year.

Future minimum lease payments are estimated to be as follows (in thousands):

Year	Future Minimum Lease Payments
2014	$	22
2015		45
2016		48
2017		33
Total	$	148

During the year ended December 31, 2011, the Company began manufacturing its RenalGuard consoles and sterile disposable kits by two separate outside contract manufacturers. The contracts with these manufacturers do not contain minimum purchase requirements or any future commitments. Purchases are made upon request to the manufacturer. As of June 30, 2014 there are no minimum purchase requirements or any future commitments for these contracts.

During the year ended December 31, 2011, the Company hired a clinical research organization (“CRO”) to assist with managing its clinical trial. The contract with the CRO does not contain minimum purchase requirements or any future commitments, and payments are made once services are provided. As of June 30, 2014 there are no minimum purchase requirements or any future commitments for this contract.

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13.     Subsequent Events

On July 15, 2014 and August 6 2014, the Company obtained an aggregate of $250,000 in funding through the sale of convertible notes and warrants, respectively, under terms substantially similar to the April 2014 and May 2014 Notes discussed in Note 10.

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

Overview

We are a medical device company specializing in innovative technologies for the cardiac and vascular markets. Our key strategic growth initiative is our newest marketable product, RenalGuard.

RenalGuard is designed to reduce the potentially toxic effects that contrast media can have on the kidneys when it is administered to patients during certain medical imaging procedures. It is believed that allowing contrast media to dwell in the kidneys of certain higher risk patients can lead to CIN, a potentially deadly form of acute kidney injury. By inducing and maintaining a high urine flow rate before, during and after these medical imaging procedures, we believe the incidence rates of CIN in at-risk patients can be reduced. RenalGuard facilitates this increased urine clearance automatically, enabling the body to more rapidly void the contrast media, thereby reducing its overall resident time and toxic effects in the kidney.

The RenalGuard System consists of a proprietary console and accompanying single-use sets. RenalGuard operates by first collecting and measuring patient urine outputs and then in real-time precisely matching these urine outputs with a prescribed replacement fluid by means of intravenous infusion. With its automated matched fluid replacement capability, RenalGuard is intended to promote and maintain high urine outputs and minimize the risk to patients of over- or under-hydration during image-guided catheterization procedures where contrast media are routinely administered.

We obtained a CE Mark for RenalGuard in December 2007 and began our initial commercialization efforts in the EU in Italy in April 2008. We are now marketing RenalGuard in several additional countries around the world. In the U.S. we must first successfully complete a pivotal clinical study assessing the safety and effectiveness of RenalGuard in reducing the rates of CIN in at-risk patients and obtain FDA pre-market approval in order to market RenalGuard. The first patient was enrolled in the U.S. pivotal study in January 2012.

Our distributor of RenalGuard in Italy, Artech, accounted for 0% of our total revenues in the three and six months ended June 30, 2014, respectively and 94% and 63% of our total revenues in the three and six months ended June 30, 2013, respectively. ACIST, our distributor in France and Germany, accounted for 65% and 43% of our total revenues in the three and six months ended June 30, 2014, respectively and 0% and 13% of our total revenues in the three and six months ended June 30, 2013. Aquilant, accounted for 18% and 16% of our total revenues in the three and six months ended June 30, 2014, respectively.

Our management reviews a number of key performance indicators to assist in determining how to allocate resources and run our day-to-day operations. These indicators include (1) actual prior quarterly sales trends, (2) projected sales for the next four quarters, (3) research and development progress as measured against internal project plan objectives, (4) budget to actual financial expenditure results, (5) inventory levels (both our own and our distributors’), and (6) short term and long term projected cash flows of the business.

For the three and six months ended June 30, 2014, we incurred net losses from operations of approximately $1,191,000 and $2,165,000, respectively. For the six months ended June 30, 2014, we used cash in operations of approximately $1,175,000. As of June 30, 2014, cash and cash equivalents were $87,000. Management expects that quarterly losses from operations and negative cash flows will continue during 2014. These factors raise substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that we will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should we be unable to continue as a going concern.

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Critical Accounting Policies and Estimates

Our financial statements are based upon the application of significant accounting policies, many of which require us to make significant estimates and assumptions (see Note 2 to the Condensed Consolidated Financial Statements). We believe that the following are some of the more material judgment areas in the application of our accounting policies that currently affect our financial condition and results of operations.

Inventories

Inventories are stated at the average cost (computed on a first-in, first-out method) and include allocations of labor and overhead. We regularly review slow-moving and excess inventories, and write down inventories to net realizable value if the ultimate expected proceeds from the disposals of excess inventory are less than the carrying cost of the inventory.

Accounts Receivable

Accounts receivable are stated at the amount we expect to collect from the outstanding balances. We continuously monitor collections from customers, and we maintain a provision for estimated credit losses based upon historical experience and any specific customer collection issues that we have identified. Historically, we have not experienced significant losses related to our accounts receivable. Collateral is not generally required. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances might be required.

Warranty and Preventative Maintenance Costs

We warranty our products against manufacturing defects under normal use and service during the warranty period. We obtain similar warranties from a majority of our suppliers.

We evaluate the estimated future unrecoverable costs of warranty and preventative maintenance services for our installed base of RenalGuard consoles and single-use sets on a quarterly basis and adjust our warranty reserve accordingly. We consider all available evidence, including historical experience and information obtained from supplier audits. Historically, we have not experienced significant costs related to warranty and preventative maintenance.

Valuation of Convertible Notes, Warrant and Option Liabilities

The valuation of our convertible notes, warrant and option liabilities as derivative instruments utilizes certain estimates and judgments that affect the fair value of the instruments. Fair values are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future.

Revenue Recognition

We recognize revenue when the following basic revenue recognition criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the price to the buyer charged for products delivered or services rendered and collectability of the sales price. We assess credit worthiness of customers based upon prior history with the customer and assessment of financial condition. Our shipping terms are customarily Free On Board (“FOB”) shipping point.

We generally record product revenue, including sales of RenalGuard consoles and single-use sets at the time of shipment, if all other revenue recognition criteria have been met. As of June 30, 2014 and 2013, we had deferred revenue balances of $108,000 and $51,000, respectively because not all revenue recognition criteria were met. During the quarter ended June 30, 2014 and 2013, we recognized $0 and $201,000, respectively, in revenue previously deferred upon the receipt of cash.

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Results of Operations

Results for the three and six months ended June 30, 2014 and 2013 were as follows:

	Three Months Ended June 30,												Six Months Ended June 30
	2014			2013			Increase (decrease) over 2013						2014			2013			Increase (decrease) over 2013
		$			$			$		%				$			$			$		%
	(dollars in thousands)
Total revenues		73			372			(299	)		(80	)		126			721			(595	)		(83	)
Total cost of revenues		24			135			(111	)		(82	)		55			314			(259	)		(82	)
Gross profit		49			237			(188	)		(79	)		71			407			(336	)		(83	)
Selling, general & administrative expenses		812			965			153			(16	)		1,349			1,650			(301	)		(18	)
Research and development expenses		428			558			(130	)		(23	)		887			1,113			(226	)		(20	)
Total operating expenses		1,240			1,523			(283	)		(19	)		2,236			2,763			(527	)		(19	)
Loss from operations		(1,191	)		(1,286	)		95			7			(2,165	)		(2,356	)		191			(8	)
Interest expense		(71	)		(61	)		(8	)		13			(139	)		(198	)		59			(30	)
Other expense		(1	)		--			(1	)		(100	)		(1	)		--			(1	)		(100	)
Foreign currency transaction gains		7			3			4			133			8			(5	)		13			260
Change in fair value of warrant and options liabilities		2,873			6,113			(3,240	)		53			1,867			2,114			(247	)		(12	)
Change in fair value of convertible notes		711			3,177			(2,466	)		78			344			1,865			(1,521	)		(82	)
Loss on extinguishment of convertible notes		--			--			--			--			--			(1,283	)		1,283			100
Total other income (expense)		3,520			9,232			(5,712	)		(62	)		2,080			2,493			(413	)		(17	)
Net income (loss)		2,329			7,946			(5,617	)		(71	)		(85	)		137			(222	)		(161	)

Product Sales

Revenues decreased $299,000 and $595,000 or 80% and 83% in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013. RenalGuard Console sales decreased $0 and $147,000 or 0% and 82% in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013, respectively, due to a lower volume of RenalGuard consoles sold to international distributors. RenalGuard single use set revenues decreased $438,000 and $300,000 or 81% and 83% in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013, respectively, due to a lower volume of RenalGuard single-use sets sold to international distributors. As of June 30, 2014 and 2013, we had deferred revenue balances of $108,000 and $51,000, respectively, because not all revenue recognition criteria were met. During the quarter ended June 30, 2014, we recognized $0 in revenue of previously deferred revenue upon the receipt of cash. During the quarter ended June 30, 2013, we recognized $201,000 in revenue of previously deferred revenue upon the receipt of cash.

Gross Profit

Gross profit was $49,000 and $71,000, or 67% and 56% of total revenues, in the three and six months ended June 30, 2014, as compared with gross profit of $237,000 and $407,000, or 64% and 56% of total revenues, in the three and months ended June 30, 2013, respectively. Gross margin generated from the low volume of RenalGuard revenues was sufficient to offset the fixed manufacturing costs incurred during the three and six months ended June 30, 2014.

Selling, General and Administrative Expenses 

Selling, general and administrative expenditures decreased 16% and 18% in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013, respectively. The decrease was due to higher investor relations expense during the three and six months ended June 30, 2013 as compared to the three and six months ended June 30, 2014 as well as the impact of certain personnel changes during 2013.

Research and Development Expenses

Research and development expenditures decreased 23% and 20% in the three and six months ended June 30, 2014 as compared to the three and six months ended June 30, 2013, respectively, due to there being fewer patients enrolled during the quarter ended June 30, 2014 than the quarter ended June 30, 2013 as well as there being more new hospital sets ups in the quarter ended June 30, 2013 than June 30, 2014 in connection with our U.S. clinical trials.

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Other Income (Expense)

Between February 2011 and May 2014, the Company entered into convertible note arrangements and amendments as described in Note 10 of the Condensed Consolidated Financial Statements. As a result of these five transactions, interest expense of $71,000 and $139,000 in the three and six months ended June 30, 2014, and $61,000 and $198,000 in the three and six months ended June 30, 2014 and 2013 was recorded. 

The Company accounts for its outstanding common stock warrants, certain common stock options and convertible notes at fair value. Changes in the fair value of these instruments are recorded as a component of other income. The Company recorded other income of $2,873,000 and $1,867,000 in the three and six months ended June 30, 2014 as compared to other income of $6,113,000 and $2,114,000 in the three and six months ended June 30, 2013, respectively, as a result of fair value adjustments related to outstanding common stock warrants and options. The Company recorded other income of $711,000 and $344,000 in the three and six months ended June 30, 2014 as compared to other income of $3,177,000 and $1,865,000 in the three and six months ended June 30, 2013, respectively, as a result of fair value adjustments related to the outstanding convertible notes. The Company also recorded other expense of $1,283,000 in the six months ended June 30, 2013, related to an extinguishment of the outstanding convertible notes and warrants.

Net Income (Loss)

In the three and six months ended June 30, 2014, we recorded net income of $2,329,000 and net loss of $85,000 as compared to net income of $7,946,000 and $137,000 for the three and six months ended June 30, 2013.

Liquidity and Capital Resources

We compete in the highly regulated and competitive medical device market place where products can take significant time to develop, gain regulatory approval and then introduce to distributors and end users. We have incurred recurring quarterly operating losses over the past few years as we have worked to bring our RenalGuard System through development and initial commercialization efforts outside the United States. We expect such operating losses will continue until such time, if ever, that RenalGuard product sales increase sufficiently to generate profitable results.

Under the terms of the Securities Purchase Agreement entered into in February 2011, we had the opportunity to raise up to an additional $2 million from the Holders of the Convertible Notes in two separate $1 million tranches, based upon meeting certain operational milestones within certain periods of time. The deadline for achieving the operational milestones for the first $1 million tranche expired in February 2012 without our achieving such milestones; however, the investors agreed to waive both the deadline and the achievement of these milestones as a condition for the investment of the first additional $1 million and invested such funds in July 2012. On February 22, 2013 we entered into a Securities Purchase Agreement with a number of accredited investors which revised certain terms of this Securities Purchase Agreement, including the cancellation of remaining milestone investments. See Note 10 to our Condensed Consolidated Financial Statements for additional disclosure surrounding this amendment.

On July 2, 2012 we entered into an Amendment and Waiver to Securities Purchase Agreement to amend our Securities Purchase Agreement to provide for the issuance of (i) an additional $1,000,000 of 5% Senior Secured Convertible Debentures maturing on July 2, 2015, (ii) warrants exercisable for a period of five years to purchase up to 10,000,000 shares of common stock at an exercise price of $0.15 per share and (iii) warrants exercisable for a period of five years to purchase up to 10,000,000 shares of common stock at an exercise price of $0.25 per share. On February 22, 2013 we entered into a Securities Purchase Agreement with a number of accredited investors which revised certain terms of this Securities Purchase Agreement, including the cancellation of the $0.25 warrants and a re-pricing of the $0.15 Warrants. See Note 10 to our Condensed Consolidated Financial Statements for additional disclosure surrounding this amendment.

On January 16, 2013 we entered into an Amendment and Waiver to Securities Purchase Agreement to amend our Securities Purchase Agreement to provide for the issuance of (i) an additional $250,000 of 5% Senior Secured Convertible Debentures maturing on January 16, 2016 and (ii) warrants exercisable for a period of five years to purchase up to 2,500,000 shares of common stock at an exercise price of $0.15 per share. See Note 10 to our Condensed Consolidated Financial Statements for additional disclosure surrounding this amendment.

- 35 -

Under the February 2013 Securities Purchase Agreement with a number of accredited investors, we sold an aggregate of 26,933,333 shares of common stock at $0.15 per share and issued warrants (the “February 2013 Warrants”) to purchase an additional 26,933,333 shares of common stock with gross proceeds of $4,040,000. We utilized the proceeds of the private placement for general working capital purposes, to pay for investor relations services, for payment of fees to Palladium Capital, LLC, the exclusive placement agent, and for legal, blue sky and related expenses. After payment of the placement agent fees and these other expenses, we received net proceeds of approximately $3.5 million. See Note 10 to our Condensed Consolidated Financial Statements for additional disclosure surrounding this agreement.

On September 18, 2013, we entered into a Securities Purchase Agreement with a number of accredited investors, whereby we sold an aggregate of 29,166,668 shares of common stock and warrants to purchase an additional 29,166,668 shares of common stock with gross proceeds of $1,750,000 to these accredited investors. We intend to utilize the proceeds of the private placement for general working capital purposes, to pay for investor relations services, for payment of fees to Palladium Capital, LLC, the exclusive placement agent, and for legal, blue sky and related expenses. After payment of the placement agent fees and these other expenses, we received net proceeds of approximately $1.6 million. See Note 9 to our Condensed Consolidated Financial Statements for additional disclosure surrounding this agreement.

Cash and cash equivalents totaled $87,000 as of June 30, 2014, a decrease of $682,000 from $769,000 as of December 31, 2013. As of June 30, 2014 and December 31, 2013, the maturity date principal of the convertible debt was $4,994,355 and $4,494,355, respectively, and is due between June 2015 and January 2016. We have historically funded our working capital requirements through cash received from public and private offerings of our common stock and to a lesser extent, through our sales of products and services. We believe that our existing resources, based on our currently projected financial results and the receipt of an aggregate of $500,000 in funding in April 2014 and May 2014, respectively, and the receipt of an aggregate of $250,000 in funding in July 2014 and August 2014, respectively, are sufficient to fund operations into the third quarter of 2014. Based upon current and anticipated revenue projections from foreign sales of our RenalGuard product, and the anticipated costs of our U.S. clinical trial, we expect that we will need to raise additional capital during the third quarter of 2014. 

Our plan is to seek additional capital through the sale of equity and/or debt securities to fund operations. However, there can be no assurance that such capital will be available at all, or if available, that the terms of such financing will not be dilutive to our existing stockholders. The holders of the Convertible Notes (and holders of the Common Stock and the Warrants issued in the February 2013 and September 2013 Securities Purchase Agreements) have certain rights to participate in any subsequent financing. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the company by our stockholders would be diluted. In addition, any debt securities would have rights, preferences and privileges senior to our common stock and we may sell equity or other convertible debt financing securities which would have rights, preferences and privileges senior to our common stock.

On May 14, 2014, the Company filed a proxy statement with the Securities and Exchange Commission describing the form of a proposed merger transaction, as described in Note 1 to Condensed Consolidated Financial Statements.

If we are unable to generate adequate cash flows or obtain sufficient additional funding when needed, we may have to take certain actions including, but not limited to, cutting back our operations, selling some or all of our assets, licensing potentially valuable technologies to third parties, and/or ceasing some or all of our operations. As a result of this, our auditors have issued a going concern opinion on our financial statements.

Cash flows used in operating activities in the six months ended June 30, 2014 were $1,175,000 due to our net income, offset by non-cash activity including 1) the change in fair value of convertible notes and warrant liabilities 2) depreciation expense; 3) stock-based compensation expense. The effect of exchange rate changes was a $7,000 decrease in cash.

Forward-Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. Statements containing terms such as "believes", "plans", "expects", "anticipates", "intends", "estimates" and similar expressions contain uncertainty and are forward-looking statements. Forward-looking statements are based on current plans and expectations and involve known and unknown important risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. Such important factors and uncertainties include, but are not limited to:

● We expect to incur significant net losses in future quarters;

- 36 -

● We will require additional capital in the immediate future. Such capital may not be available, or if available, may not be on terms acceptable to us. If we are unable to raise such capital, we will need to suspend or cease operations;

● We have received a 'going concern' opinion in our consolidated financial statements indicating that our cash balance as of December 31, 2013, combined with recurring net losses and negative cash flows from operations, raises substantial doubt about our ability to continue as a going concern for the next 12 months. As noted above, we are investigating ways to raise additional capital to continue our operations;

● Our quarterly operating results have varied in the past and will continue to vary significantly in the future, causing volatility in our stock price;

● With the sale of our TMR business in February 2011, our future prospects are solely dependent upon the successful commercialization of RenalGuard. To date we have recorded only a limited amount of sales of RenalGuard, principally to a single customer in one country, Italy. Sales of RenalGuard alone are currently insufficient, and may never grow to be sufficient, to sustain our ongoing operations;

● Our ability to effectively market RenalGuard outside the U.S. is largely dependent on the reception of the results of the MYTHOS and REMEDIAL II investigator-sponsored clinical trials. We have no assurance that the results from these two trials will be viewed as clinically meaningful or that they will lead to increased sales of RenalGuard;

● We may never be successful in establishing a broad distribution channel for RenalGuard outside the U.S., and any distribution channel we may establish may never generate sufficient sales for us to attain profitability;

● If we are required to change our pricing models to compete successfully, our margins and operating results may be adversely affected;

● We commenced our U.S. pivotal clinical trial in 2012 to study RenalGuard, which is necessary to obtain FDA pre-market approval to market RenalGuard in the U.S. This study will take us a significant amount of time and money to complete and will require us to raise additional capital in the future. We can provide no assurance that we will be able to complete this study or, if we are able to complete it, that RenalGuard will be shown to be safe or effective in preventing CIN, or that the degree of any positive safety and efficacy results will be sufficient to either obtain FDA approval or otherwise successfully market our product. Furthermore, the completion of a U.S. pivotal clinical trial is dependent upon many factors, some of which are not entirely within our control, including, but not limited to, our ability to successfully recruit investigators, the availability of patients meeting the inclusion criteria of our clinical study, the competition for these particular study patients amongst other clinical trials being conducted by other companies at these same study sites, the ability of the sites participating in our study to successfully enroll patients in our trial, and proper data gathering on the part of the investigating sites. Should a U.S. pivotal clinical trial take longer than we expect, our competitive position relative to existing preventative measures, or relative to new devices, drugs or therapies that may be developed could be seriously harmed and our ability to successfully fund the completion of the trial and bring RenalGuard to market may be adversely affected;

● Our RenalGuard System has only had limited testing in a clinical setting in the United States and we may need to modify it substantially in the future for it to be commercially acceptable in the broader market;

● Any potential future modifications required to make RenalGuard commercially acceptable for the broader market may result in substantial additional costs and/or market introduction delays;

● Rapid technological change in the medical device industry could make our products obsolete and requires substantial research and development expenditures and responsiveness to customer needs. We expect to continue to face substantial competition from different treatment modalities and if we do not compete effectively with these alternatives our market share may never grow and could decline;

● An inability to obtain third party reimbursement for RenalGuard could materially affect future demand for our product. We know of no existing Medicare coverage or other third party reimbursement that currently would be available in the U.S. to either hospitals or physicians that would help defray the additional cost that would result from the future purchase and/or use of our RenalGuard System. We also can provide no assurance that we will ever be able to obtain Medicare coverage or other third party reimbursement for the use of RenalGuard, which could materially and adversely affect the potential future demand for our product;

● Securing patent protection over our intellectual property ideas in the field of CIN prevention is, we believe, critical to our plans to successfully differentiate and market our RenalGuard System and grow our future revenues. However, we can provide no assurance as to how strong our issued patents will prove to be. Furthermore we can provide no assurance that we will be successful in securing any additional patent protection for our intellectual property ideas in this field or that our efforts to obtain patent protection will not prove more difficult, and therefore more costly, than we are otherwise expecting. Finally, even if we are successful in securing patent protection for some of our pending patent applications, or for additional intellectual property ideas in this field, we cannot predict when in the future any such potential patents may be issued, how strong such additional patent protection will prove to be, or whether these patents will be issued in a timely enough fashion to afford us any commercially meaningful advantage in marketing our RenalGuard System against other potentially competitive devices;

- 37 -

● We are exposed to risks associated with outsourcing activities, which could result in supply shortages that could affect our ability to meet customer needs;

● If we deliver systems with defects, our credibility may be harmed, sales and market and regulatory approvals acceptance of our systems may decrease and we may incur liabilities associated with those defects;

● If we require additional capital in the future, it may not be available, or if available, may not be on terms acceptable to us;

● We are exposed to various risks related to the regulatory environment for medical devices. Compliance with medical device health and safety regulations may be very costly, and the failure to comply could result in liabilities, fines and cessation of our business;

● Our share price will fluctuate based upon a number of factors including, but not limited to:

– actual or anticipated fluctuations in our results of operations;

– changes in estimates of our future results of operations by us or securities analysts;

– announcements of technological innovations or new products or services by us or our competitors;

– changes affecting the medical device industry;

– announcements of significant acquisitions, strategic partnerships, joint ventures or capital commitments by us or our competitors;

– additions or departures of key technical or management personnel;

– issuances of debt or equity securities;

– significant lawsuits, including patent or stockholder litigation;

– changes in the market valuations of similar companies;

– sales of our common stock by us or our stockholders in the future;

– dilution caused by the conversion of convertible debt currently outstanding or which may be issued to our current secured lender and its assignees as well as the exercise of warrants issued to this lender, as well as by the exercise of employee stock options or the issuance of shares on the vesting of restricted stock units;

– trading volume of our common stock; and

– other events or factors that may directly or indirectly affect the value or perceived value of our business and/or prospects, including the risk factors identified in this prospectus.

● We have pledged all of our assets to our secured debtholders. We are not currently permitted, nor do we currently intend, to pay any cash dividends on our common stock in the foreseeable future and therefore our shareholders may not be able to receive a return on their shares unless they sell them at an amount greater than the price paid for such shares;

● Our secured debtholders may be able to exert significant control over the company through restrictive covenants contained in such debt agreements or through the conversion to our equity securities of the convertible debt and warrants issued and/or issuable to these debtholders;

● Sales of a substantial number of shares of our common stock in the public market could cause our stock price to fall. Future sales and issuances of our common stock or rights to purchase common stock, including pursuant to our stock plans, could result in additional dilution of the percentage ownership of our stockholders and could cause our stock price to fall;

● U.S. broker-dealers may be discouraged from effecting transactions in shares of our common stock because they may be considered penny stocks and thus be subject to the penny stock rules; and

● Our ability to recruit and retain management and other qualified personnel is crucial to our ability to develop, market, sell and support our products.

Off-Balance Sheet Arrangements

None.

Item 3.    Quantitative and Qualitative Disclosures about Market Risk

Pursuant to Item 305(e) of Regulation S-K, we are not required to provide this information because we are a smaller reporting company.

- 38 -

Item 4.    Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2014. The term “disclosure controls and procedures”, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s (the “SEC’s”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based upon the evaluation of our disclosure controls and procedures as of June 30, 2014, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the fiscal quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, 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 and includes those policies and procedures that:

● Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

● Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

● Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management assessed the effectiveness of our internal control over financial reporting as of June 30, 2014. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework issued in 1992.

Based on this assessment, our management has concluded that, as of June 30, 2014, our internal control over financial reporting was effective based on those criteria.

- 39 -

This quarterly report on Form 10-Q does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Pursuant to Item 308(b) of Regulation S-K, we are not required to provide such an attestation report because we are a smaller reporting company.

Part II. Other Information

Item 1A.  Risk Factors

Pursuant to the instructions to Item 1A. of Form 10-Q, we are not required to provide this information because we are a smaller reporting company.

Item 6.     Exhibits

Exhibit Number	Description of Document
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	The following materials from PLC Systems Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language), (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

- 40 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	PLC SYSTEMS INC.
Date:August 13, 2014	By:	/s/ Mark R. Tauscher
		Mark R. Tauscher
		President and Chief Executive Officer (Principal Executive Officer)

- 41 -

EXHIBIT INDEX

Exhibit Number	Description of Document
31.1+	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2+	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1+	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101+	The following materials from PLC Systems Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, formatted in XBRL (Extensible Business Reporting Language), (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statements of Cash Flows, and (iv) Notes to Condensed Consolidated Financial Statements.

+ Exhibits marked with a plus sign (“+”) are filed herewith.

- 42 -

EX-31

EXHIBIT 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mark R. Tauscher, certify that:

1) I have reviewed this quarterly report on Form 10-Q of PLC Systems Inc.;

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) The registrant's other certifying officer and I are 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 13a-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.

5) The registrant's other certifying officer and 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 controls over financial reporting.

Date:        August 13, 2014	/s/ Mark R. Tauscher
	Mark R. Tauscher
	President and Chief Executive Officer
	(Principal Executive Officer)

EX-31

EXHIBIT 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO RULE 13a-14(a) OR 15d-14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gregory W. Mann, certify that:

1) I have reviewed this quarterly report on Form 10-Q of PLC Systems Inc.;

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) The registrant's other certifying officer and I are 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 13a-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.

5) The registrant's other certifying officer and 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 controls over financial reporting.

Date:        August 13, 2014	/s/ Gregory W. Mann
	Gregory W. Mann
	Chief Financial Officer
	(Principal Financial Officer)

EX-32

EXHIBIT 32.1

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of PLC Systems Inc. (the “Company”) for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Mark R. Tauscher, President and Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) the Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2014	By:	/s/ Mark R. Tauscher
		Mark R. Tauscher
		President and Chief Executive Officer
		(Principal Executive Officer)

In connection with the quarterly report on Form 10-Q of PLC Systems Inc. (the “Company”) for the period ended June 30, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, Gregory W. Mann, Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, that, to his knowledge:

(1) the Report 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 13, 2014	By:	/s/ Gregory W. Mann
		Gregory W. Mann
		Chief Financial Officer
		(Principal Financial Officer)

XML

Note 9 - Sale of Common Stock (Details) - Summary of Warrants (USD $)	6 Months Ended
	Jun. 30, 2014	Jan. 01, 2014
September 2013 Warrants [Member]
Class of Warrant or Right [Line Items]
Balance		30,625,001
Exercise Price		$ 0.08
Number of Warrants Exchanged	(30,625,001)
Exercise Price of Warrants Exchanged	$ 0.08
February 2013 Warrants [Member]
Class of Warrant or Right [Line Items]
Balance		72,046,667
Exercise Price		$ 0.08
Number of Warrants Exchanged	(72,046,667)
Exercise Price of Warrants Exchanged	$ 0.08

XML

Note 12 - Commitments (Details) (USD $)	6 Months Ended	1 Months Ended		6 Months Ended
	Jun. 30, 2014	Apr. 30, 2014 September 2016 To August 2017 [Member] Minimum [Member]	Apr. 30, 2014 September 2016 To August 2017 [Member] Maximum [Member]	Jun. 30, 2014 Outside Contract Manufacturers [Member]	Jun. 30, 2014 Clinical Research Organization [Member]
Note 12 - Commitments (Details) [Line Items]
Operating Leases, Rent Expense		$ 43,500	$ 49,500
Number of Separate Outside Contract Manufacturers	2
Long-term Purchase Commitment, Amount				$ 0	$ 0

XML

Note 11 - Fair Value Measures (Details) - Pricing Models Input Assumptions Fair Value Estimates (USD $)	0 Months Ended			2 Months Ended	4 Months Ended	2 Months Ended	4 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013	Feb. 22, 2013 Black-Sholes-Merton Option Pricing Model [Member]	Jun. 30, 2013 Black-Sholes-Merton Option Pricing Model [Member]	Feb. 22, 2013 Monte Carlo Simulation Model [Member]	Jun. 30, 2013 Monte Carlo Simulation Model [Member]
Note 11 - Fair Value Measures (Details) - Pricing Models Input Assumptions Fair Value Estimates [Line Items]
Stock Price (in Dollars per share)	$ 0.15			$ 0.14	$ 0.10	$ 0.10	$ 0.11
Exercise Price (in Dollars per share)	$ 0.15			$ 0.15	$ 0.15	$ 0.20	$ 0.20
Expected Life (in years)	5 years			9 months	142 days	5 years	5 years
Stock Volatility	110.00%			110.00%	110.00%	110.00%	110.00%
Risk-Free Rate	0.75%			0.15%	0.07%	1.158%	1.633%
Number of Steps						100,000	100,000
Dividend Rate	0.00%			0.00%	0.00%
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000	73,042,764	79,947,066

XML

Note 12 - Commitments (Details) - Future Minimum Lease Payments (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014
Future Minimum Lease Payments [Abstract]
2014	$ 22
2015	45
2016	48
2017	33
Total	$ 148

XML

Note 11 - Fair Value Measures (Details) - A Monte Carlo Simulation Model Fair Value Estimates of February 2013 SPA Option (USD $)	0 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013
A Monte Carlo Simulation Model Fair Value Estimates of February 2013 SPA Option [Abstract]
Stock Price (in Dollars per share)	$ 0.15
Exercise Price (in Dollars per share)	$ 0.15
Expected Life (in years)	5 years
Stock Volatility	110.00%
Risk-Free Rate	0.75%
Dividend Rate	0.00%
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000

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Note 6 - Earnings per Share (Details) (USD $)		3 Months Ended	6 Months Ended			3 Months Ended	6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013 Options and Warrants [Member]	Jun. 30, 2013 Options and Warrants [Member]	Jun. 30, 2014 Convertible Debt Securities [Member]	Jun. 30, 2013 Convertible Debt Securities [Member]	Jun. 30, 2014 Equity Option [Member]	Jun. 30, 2014 Equity Option [Member]	Jun. 30, 2014 Warrant [Member]	Jun. 30, 2014 Warrant [Member]
Note 6 - Earnings per Share (Details) [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		47,777,683	64,141,716	49,500,000	49,500,000	7,574,000	7,574,000	8,333,333	8,333,333
Net Impact on Net Income (Loss), Interest On Convertible Debt, Net of Tax and Amount Of Dilutive Securities, Change In Fair Value of Convertible Notes, "If-Converted" Method (in Dollars)				$ (205,000)	$ (1,753,000)
Class of Warrant or Right, Number of Securities Called by Warrants or Rights	15,907,333

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Note 10 - Convertible Notes and Warrants (Tables)

6 Months Ended

Jun. 30, 2014

Note 10 - Convertible Notes and Warrants (Tables) [Line Items]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The September 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		30,625,001		$	0.08
Exchanged Warrants		(30,625,001	)	$	0.08
Ending balance at June 30, 2104		--		$	--

The February 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		72,046,667		$	0.08
Exchanged Warrants		(72,046,667	)		0.08
Ending balance at June 30, 2014		--		$	--

2011 Warrants [Member]

Note 10 - Convertible Notes and Warrants (Tables) [Line Items]

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

	2011 Warrants			Exercise Price
Beginning balance – December 31, 2013		17,940,780		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(17,940,780	)	$	0.098
Ending Balance – June 30, 2014		--		$	--

	2012 Warrants			Exercise Price
Beginning balance at December 31, 2013		7,065,255		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(7,065,255	)	$	0.098
Ending balance at June 30, 2014		--		$	--

	April 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

	May 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

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Note 11 - Fair Value Measures (Details) - Fair Value Monte Carlo Simulation September 2013 SPA Option (USD $)	0 Months Ended			12 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013	Dec. 31, 2013 September 2013 SPA Option [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price (in Dollars per share)	$ 0.15			$ 0.04
Exercise Price (in Dollars per share)	$ 0.15			$ 0.06
Expected Life (in years)	5 years			168 days
Stock Volatility	110.00%			100.00%
Risk-Free Rate	0.75%			0.10%
Dividend Rate	0.00%			0.00%
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000	160,664,862

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Note 11 - Fair Value Measures (Details) (USD $)			6 Months Ended				6 Months Ended				6 Months Ended					6 Months Ended						0 Months Ended	6 Months Ended
	Jun. 30, 2014	Jan. 16, 2013	Jun. 30, 2014 2011 Convertible Notes [Member]	Dec. 31, 2013 2011 Convertible Notes [Member]	Jun. 30, 2013 2011 Convertible Notes [Member]	Feb. 22, 2013 2011 Convertible Notes [Member]	Jun. 30, 2014 2012 Convertible Notes [Member]	Dec. 31, 2013 2012 Convertible Notes [Member]	Mar. 30, 2013 2012 Convertible Notes [Member]	Feb. 22, 2013 2012 Convertible Notes [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member]	Dec. 31, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2013 Third Tranche Convertible Notes [Member]	Feb. 22, 2013 Third Tranche Convertible Notes [Member]	Jan. 16, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2014 Convertible Notes [Member]	Jun. 30, 2014 Warrant [Member]	Dec. 31, 2013 2012 $0.15 Warrants [Member]	Jun. 30, 2013 2012 $0.15 Warrants [Member]	Feb. 22, 2013 2012 $0.15 Warrants [Member]	Jun. 30, 2014 February 2013 SPA Option [Member]	May 14, 2014 Proposed Merger Transaction [Member]	Jun. 30, 2014 Proposed Merger Transaction [Member]
Note 11 - Fair Value Measures (Details) [Line Items]
Fair Value Assumptions, Exercise Price (in Dollars per share)		$ 0.15		$ 0.06	$ 0.10	$ 0.10		$ 0.06	$ 0.10	$ 0.10		$ 0.06	$ 0.10	$ 0.10	$ 0.10			$ 0.098	$ 0.098	$ 0.15
Options Exercised, Right To Purchase Common Stock, Number Of Shares (in Shares)																					1
Options Exercised, Right To Purchase Common Stock Warrants, Number Of Warrants (in Shares)																					1
Possibility of Transaction During a Period of Time, Percentage			90.00%				90.00%				90.00%					90.00%	90.00%
Possibility of Transaction Outside of a Certian Range of Time			20.00%				20.00%				20.00%						10.00%
Control Redemption Amount Summation Component, Outstanding Principal Balance, Percentage	130.00%
Control Redemption Amount Summation Component, Accrued And Unpaid Interest, Percentage	100.00%
Cancellation of Outstanding Convertible Notes, Percentage																						95.00%	95.00%
Cancellation of Outstanding Convertible Notes, Remaining Percentage																						5.00%	5.00%

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Note 9 - Sale of Common Stock (Details) (USD $)	1 Months Ended				1 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended	1 Months Ended	0 Months Ended	1 Months Ended		3 Months Ended		6 Months Ended				1 Months Ended	3 Months Ended				1 Months Ended		1 Months Ended		1 Months Ended
	Jun. 30, 2014	Dec. 31, 2013	Sep. 18, 2013 Warrant Issued For Placement Agent Services [Member] September 2013 SPA [Member]	Feb. 22, 2013 Warrant Issued For Placement Agent Services [Member] February 2013 SPA [Member]	Sep. 18, 2013 September 2013 Warrants [Member] September 2013 SPA [Member]	Jun. 12, 2014 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 Warrants [Member]	Jan. 01, 2014 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 SPA Option [Member]	Jun. 30, 2014 September 2013 SPA Option [Member]	Feb. 22, 2013 February 2013 Warrants [Member] February 2013 SPA [Member]	Jun. 12, 2014 February 2013 Warrants [Member]	Sep. 18, 2013 February 2013 Warrants [Member]	Jun. 30, 2014 February 2013 Warrants [Member]	Jun. 30, 2014 February 2013 Warrants [Member]	Jun. 30, 2013 February 2013 Warrants [Member]	Jun. 30, 2014 February 2013 Warrants [Member]	Jun. 30, 2013 February 2013 Warrants [Member]	Feb. 22, 2014 February 2013 Warrants [Member]	Jan. 01, 2014 February 2013 Warrants [Member]	Feb. 22, 2013 February 2013 SPA [Member]	Jun. 30, 2014 February 2013 SPA [Member]	Mar. 31, 2014 February 2013 SPA [Member]	Dec. 31, 2013 February 2013 SPA [Member]	Sep. 30, 2013 February 2013 SPA [Member]	Sep. 18, 2013 September 2013 SPA [Member]	Dec. 31, 2013 September 2013 SPA [Member]	Feb. 22, 2013 February 2013 SPA [Member]	Jun. 30, 2014 February 2013 SPA [Member]	Feb. 22, 2013 Additional Issurance Due To Anti-Dilutive Provisions [Member]	Feb. 22, 2014 February 2013 SPA Option [Member]
Note 9 - Sale of Common Stock (Details) [Line Items]
Stock Issued During Period, Shares, New Issues (in Shares)																												29,166,668		26,933,333		40,400,001
Sale of Stock, Price Per Share (in Dollars per share)																												$ 0.06		$ 0.15
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)	15,907,333		1,485,333	1,885,333	30,625,001								28,818,666															29,166,668		26,933,333
Proceeds from Issuance or Sale of Equity																												$ 1,750,000		$ 4,040,000
Proceeds from Issuance or Sale of Equity, Net																												1,575,000		3,504,000
Term To Hold Share Purchase																												24 months		24 months
(in Shares)	69,760,000	35,666,000																										16,666,667		7,000,000
Right To Purchase Common Stock Shares (in Shares)																												16,666,667		7,000,000
Delivery Period for Common Shares Upon Investors' Request						3 days																						3 days		3 days
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)	69,760,000	35,666,000				11,111,111								11,391,333															16,666,667		19,000,000
Percentage of Common Shares Available for Purchase at Initial Closing																												50.00%		50.00%
Class of Warrant or Right Exercise Period of Warrants or Rights					5 years																									5 years
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)					$ 0.08					$ 0.08			$ 0.20									$ 0.08
Class of Warrant or Right Period for Presenting Effective Registration Statement for Avoiding Cashless Exercise of Warrants or Rights					180 days								180 days
Limitation of Beneficially Owned Percentage of Common Stock for Exercise of Warrants					4.99%								4.99%
Discretionary Increase in Limitation of Beneficially Owned Percentage of Common Stock for Exercise of Warrants					9.99%								9.99%
Notice Period for Discretionary Increase in Limitation of Beneficially Owned Percentage of Common Stock for Exercise of Warrants					61 days								61 days
Warrants Grant Date Fair Value							1,807,000	1,807,000	1,807,000		1,166,000	1,166,000									2,759,000												1,211,000
Fair Value, Net Derivative Asset (Liability) Measured on Recurring Basis, Unobservable Inputs Reconciliation, Gain (Loss) Included in Earnings								638,000	(423,000)		351,000	292,000					1,501,000	1,626,000	961,000	742,000
Derivative Liability, Fair Value, Gross Liability											0	0				0	0		0
Stock Issued During Period, Shares, Conversion of Units (in Shares)						20,416,667								48,031,111
Stock Issued During Period, Value, Conversion of Units	851,000					204,000	204,000									480,000
(in Shares)															43,228,001
(in Dollars per share)															$ 0.08
Net Proceeds Used For Investor Relations																									1,000,000
Payments For Investor Relations																							$ 500,000	$ 30,000		$ 220,000	$ 250,000

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Note 11 - Fair Value Measures (Details) - Fair Value Assumptions For Outstanding Convertible Notes (USD $)	0 Months Ended			2 Months Ended	4 Months Ended	6 Months Ended	1 Months Ended			0 Months Ended	1 Months Ended	4 Months Ended	6 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013	Feb. 22, 2013 2011 Convertible Notes [Member]	Jun. 30, 2013 2011 Convertible Notes [Member]	Dec. 31, 2013 2011 Convertible Notes [Member]	Dec. 31, 2013 2012 Convertible Notes [Member]	Mar. 30, 2013 2012 Convertible Notes [Member]	Feb. 22, 2013 2012 Convertible Notes [Member]	Jan. 16, 2013 Third Tranche Convertible Notes [Member]	Feb. 22, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2013 Third Tranche Convertible Notes [Member]	Dec. 31, 2013 Third Tranche Convertible Notes [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price (in Dollars per share)	$ 0.15			$ 0.14	$ 0.10	$ 0.04	$ 0.04	$ 0.10	$ 0.14	$ 0.15	$ 0.14	$ 0.10	$ 0.04
Strike Price (in Dollars per share)	$ 0.15			$ 0.10	$ 0.10	$ 0.06	$ 0.06	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.10	$ 0.06
Expected remaining term (in years)	5 years			2 years 127 days	2 years	1 year 6 months	1 year 6 months	2 years 3 days	2 years 127 days	3 years	2 years 328 days	2 years 200 days	2 years 14 days
Stock Volatility	110.00%			100.00%	100.00%	95.00%	95.00%	100.00%	100.00%	100.00%	100.00%	100.00%	95.00%
Risk-Free Rate	0.75%			0.32%	0.36%	0.25%	0.26%	0.36%	0.32%	0.36%	0.39%	0.52%	0.40%
Dividend Rate	0.00%			0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000	59,576,097	66,480,399	160,664,862	160,664,862	66,480,399	59,576,097	32,434,430	59,576,097	66,480,399	160,664,862
Effective discount rate				13.20%	13.20%	19.60%	19.60%	13.20%	13.20%	13.20%	13.20%	13.20%	21.30%
Probability of forced redemption				20.00%	20.00%	20.00%	20.00%	20.00%	20.00%	20.00%	20.00%	20.00%	20.00%

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Note 11 - Fair Value Measures (Details) - Fair Value Monte Carlo Simulation Model February 2013 Warrants (USD $)	0 Months Ended			2 Months Ended	4 Months Ended	6 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013	Feb. 22, 2013 February 2013 Warrants [Member]	Jun. 30, 2013 February 2013 Warrants [Member]	Dec. 31, 2013 February 2013 Warrants [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price (in Dollars per share)	$ 0.15			$ 0.12	$ 0.09	$ 0.04
Exercise Price (in Dollars per share)	$ 0.15			$ 0.20	$ 0.20	$ 0.08
Expected Life (in years)	5 years			5 years	4 years 237 days	4 years 54 days
Stock Volatility	110.00%			110.00%	110.00%	100.00%
Risk-Free Rate	0.75%			0.84%	1.28%	1.34%
Number of Steps				100,000	100,000	100,000
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000	59,576,097	66,480,399	160,664,862

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Note 3 - Inventories

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

Inventory Disclosure [Text Block]

3.             Inventories

Inventories are stated at average cost (computed on a first-in, first-out method) and include allocations of labor and overhead. As of June 30, 2014 and December 31, 2013, inventories consisted of the following (in thousands):

	June 30, 2014		December 31, 2013
Raw materials	$	87	$	80
Finished goods		14		37
	$	101	$	117

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Note 11 - Fair Value Measures (Details) - Assets and Liabilities Measured at Fair Value (USD $)	Jun. 30, 2014	May 27, 2014	Apr. 14, 2014	Dec. 31, 2013	Jun. 30, 2013	Feb. 22, 2013	Jan. 16, 2013	Dec. 31, 2012
Note 11 - Fair Value Measures (Details) - Assets and Liabilities Measured at Fair Value [Line Items]
Convertible notes	$ 4,653,000			$ 4,537,000
Warrant liabilities	10,000			2,680,000
Total Liabilities	4,663,000	7,793,000	7,536,000	7,217,000	11,064,000	17,490,000	12,592,000	11,898,000
Fair Value, Inputs, Level 3 [Member]
Note 11 - Fair Value Measures (Details) - Assets and Liabilities Measured at Fair Value [Line Items]
Convertible notes	4,653,000			4,537,000
Warrant liabilities	10,000			2,680,000
Total Liabilities	$ 4,663,000			$ 7,217,000

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Note 3 - Inventories (Details) - Summary of Inventories (USD $) In Thousands, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Summary of Inventories [Abstract]
Raw materials	$ 87	$ 80
Finished goods	14	37
	$ 101	$ 117

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Note 1 - Business and Liquidity (Details) (USD $)	0 Months Ended		3 Months Ended		6 Months Ended				0 Months Ended			6 Months Ended
	May 27, 2014	Apr. 14, 2014	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Aug. 06, 2014 Subsequent Event [Member]	Jul. 15, 2014 Subsequent Event [Member]	May 14, 2014 Proposed Merger Transaction [Member]	Jun. 30, 2014 Proposed Merger Transaction [Member]
Note 1 - Business and Liquidity (Details) [Line Items]
Number of Operating Segments					1
Operating Income (Loss)			$ (1,191,000)	$ (1,286,000)	$ (2,165,000)	$ (2,356,000)
Net Cash Provided by (Used in) Operating Activities					(1,175,000)	(2,870,000)
Cash and Cash Equivalents, at Carrying Value			87,000	1,128,000	87,000	1,128,000	769,000	258,000
Retained Earnings (Accumulated Deficit)			(103,700,000)		(103,700,000)		(103,615,000)
Proceeds from Issuance of Convertible Notes and Warrants	$ 500,000	$ 500,000			$ 500,000	$ 250,000			$ 250,000	$ 250,000
Cancellation of Outstanding Convertible Notes, Percentage											95.00%	95.00%
Cancellation of Outstanding Convertible Notes, Remaining Percentage											5.00%	5.00%

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Note 13 - Subsequent Events (Details) (USD $)	0 Months Ended		6 Months Ended		0 Months Ended
	May 27, 2014	Apr. 14, 2014	Jun. 30, 2014	Jun. 30, 2013	Jul. 15, 2014 Subsequent Event [Member] July 2014 Convertible Notes and Warrants [Member]	Aug. 06, 2014 Subsequent Event [Member] August 2014 Convertible Notes and Warrants [Member]	Aug. 06, 2014 Subsequent Event [Member]	Jul. 15, 2014 Subsequent Event [Member]	Aug. 06, 2014 August 2014 Convertible Notes and Warrants [Member]
Note 13 - Subsequent Events (Details) [Line Items]
Proceeds from Issuance of Convertible Notes and Warrants	$ 500,000	$ 500,000	$ 500,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000	$ 250,000

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Note 11 - Fair Value Measures (Details) - Summary of Changes in Convertible Notes, Warrants, Options (USD $)	1 Months Ended		0 Months Ended		1 Months Ended		4 Months Ended	6 Months Ended		12 Months Ended		0 Months Ended	1 Months Ended			4 Months Ended						0 Months Ended	1 Months Ended		4 Months Ended						0 Months Ended	1 Months Ended			4 Months Ended				1 Months Ended	4 Months Ended	0 Months Ended	1 Months Ended				1 Months Ended				0 Months Ended	1 Months Ended		1 Months Ended				4 Months Ended	12 Months Ended					1 Months Ended		4 Months Ended						0 Months Ended	1 Months Ended		4 Months Ended				0 Months Ended	1 Months Ended		1 Months Ended
	Jun. 30, 2014	May 27, 2014	Apr. 14, 2014	Jan. 16, 2013	Mar. 31, 2013	Feb. 22, 2013	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Dec. 31, 2012	Jun. 12, 2014 2011 Warrants [Member]	Jun. 30, 2014 2011 Warrants [Member]	Mar. 31, 2013 2011 Warrants [Member]	Feb. 22, 2013 2011 Warrants [Member]	Jun. 30, 2013 2011 Warrants [Member]	May 27, 2014 2011 Warrants [Member]	Apr. 14, 2014 2011 Warrants [Member]	Dec. 31, 2013 2011 Warrants [Member]	Jan. 16, 2013 2011 Warrants [Member]	Dec. 31, 2012 2011 Warrants [Member]	Jun. 12, 2014 2012 Warrants [Member]	Jun. 30, 2014 2012 Warrants [Member]	Feb. 22, 2013 2012 Warrants [Member]	Jun. 30, 2013 2012 Warrants [Member]	May 27, 2014 2012 Warrants [Member]	Apr. 14, 2014 2012 Warrants [Member]	Dec. 31, 2013 2012 Warrants [Member]	Jan. 16, 2013 2012 Warrants [Member]	Dec. 31, 2012 2012 Warrants [Member]	Jan. 16, 2013 Third Tranche Warrants [Member]	Feb. 22, 2013 Third Tranche Warrants [Member]	Jun. 30, 2014 February 2013 Warrants [Member]	Feb. 22, 2013 February 2013 Warrants [Member]	Jun. 30, 2013 February 2013 Warrants [Member]	May 27, 2014 February 2013 Warrants [Member]	Apr. 14, 2014 February 2013 Warrants [Member]	Dec. 31, 2013 February 2013 Warrants [Member]	Feb. 22, 2013 February 2013 SPA Option [Member]	Jun. 30, 2013 February 2013 SPA Option [Member]	Jun. 12, 2014 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 Warrants [Member]	May 27, 2014 September 2013 Warrants [Member]	Apr. 14, 2014 September 2013 Warrants [Member]	Dec. 31, 2013 September 2013 Warrants [Member]	Jun. 30, 2014 September 2013 SPA Option [Member]	May 27, 2014 September 2013 SPA Option [Member]	Apr. 14, 2014 September 2013 SPA Option [Member]	Dec. 31, 2013 September 2013 SPA Option [Member]	Apr. 14, 2014 April 2014 Warrants [Member]	Jun. 30, 2014 April 2014 Warrants [Member]	May 27, 2014 April 2014 Warrants [Member]	Jun. 30, 2014 May 2014 Warrants [Member]	May 27, 2014 May 2014 Warrants [Member]	Jun. 30, 2014 2011 Convertible Notes [Member]	Feb. 22, 2013 2011 Convertible Notes [Member]	Jun. 30, 2013 2011 Convertible Notes [Member]	Dec. 31, 2013 2011 Convertible Notes [Member]	May 27, 2014 2011 Convertible Notes [Member]	Apr. 14, 2014 2011 Convertible Notes [Member]	Jan. 16, 2013 2011 Convertible Notes [Member]	Dec. 31, 2012 2011 Convertible Notes [Member]	Jun. 30, 2014 2012 Convertible Notes [Member]	Feb. 22, 2013 2012 Convertible Notes [Member]	Jun. 30, 2013 2012 Convertible Notes [Member]	May 27, 2014 2012 Convertible Notes [Member]	Apr. 14, 2014 2012 Convertible Notes [Member]	Dec. 31, 2013 2012 Convertible Notes [Member]	Jan. 16, 2013 2012 Convertible Notes [Member]	Dec. 31, 2012 2012 Convertible Notes [Member]	Jan. 16, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member]	Feb. 22, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2013 Third Tranche Convertible Notes [Member]	May 27, 2014 Third Tranche Convertible Notes [Member]	Apr. 14, 2014 Third Tranche Convertible Notes [Member]	Dec. 31, 2013 Third Tranche Convertible Notes [Member]	Apr. 14, 2014 April 2014 Convertible Notes [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member]	May 27, 2014 April 2014 Convertible Notes [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member]	May 27, 2014 May 2014 Convertible Notes [Member]
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Balance	$ 4,663,000	$ 7,793,000	$ 7,536,000	$ 12,592,000		$ 17,490,000	$ 11,064,000	$ 4,663,000	$ 11,064,000	$ 7,217,000	$ 11,898,000				$ 3,916,000	$ 1,809,000	$ 179,000	$ 179,000	$ 179,000	$ 2,000,000	$ 2,000,000			$ 1,632,000	$ 979,000	$ 141,000	$ 141,000	$ 141,000	$ 1,800,000	$ 1,800,000	$ 300,000			$ 2,759,000	$ 2,017,000	$ 1,441,000	$ 1,441,000	$ 1,441,000	$ 1,211,000	$ 404,000			$ 627,000	$ 627,000	$ 627,000		$ 292,000	$ 292,000	$ 292,000	$ 58,000	$ 4,000	$ 58,000	$ 6,000	$ 3,000	$ 3,010,000	$ 6,070,000	$ 4,380,000	$ 3,290,000	$ 3,290,000	$ 3,290,000	$ 6,510,000	$ 6,510,000	$ 930,000	$ 1,516,000	$ 1,180,000	$ 1,010,000	$ 1,010,000	$ 1,010,000	$ 1,588,000	$ 1,588,000	$ 394,000	$ 232,000	$ 386,000	$ 295,000	$ 237,000	$ 237,000	$ 237,000	$ 261,000	$ 242,000	$ 261,000	$ 239,000	$ 254,000
Allocation of initial proceeds		250,000	250,000	250,000																											108,000																			45,000				3,000																	142,000							205,000				247,000
Amortization of debt discount	8,000					95,000		8,000	95,000																																															38,000								55,000									2,000						8,000
Settlement of warrants	(851,000)											(120,000)	(120,000)									(47,000)	(47,000)										(480,000)								(204,000)	(204,000)
Exercise of warrants					(1,731,000)									(1,731,000)
Conversion of debentures										(450,000)																																																(450,000)
Fair value adjustment	(2,287,000)	7,000	69,000	444,000		(450,000)	(4,245,000)						(59,000)			(376,000)							(94,000)		(653,000)						192,000		(961,000)		(742,000)					(807,000)		(423,000)				(292,000)				13,000	(54,000)		3,000		(280,000)	(370,000)	(1,240,000)						(80,000)	(72,000)	(336,000)						252,000	(5,000)	(8,000)	(91,000)				56,000	(27,000)		(15,000)	7,000
Carrying value of old debt at modification						(8,137,000)																																																		(6,178,000)								(1,571,000)									(388,000)
Fair value of new debt at modification						7,972,000																																																		6,070,000								1,516,000									386,000
Modification of warrants						2,548,000									1,916,000									632,000
Cancellation/retirement of warrants						(1,100,000)																		(800,000)								(300,000)
Fair value of instruments at issuance						$ 3,970,000																												$ 2,759,000					$ 1,211,000

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Note 4 - Stock-Based Compensation (Details) (USD $)	6 Months Ended	1 Months Ended	6 Months Ended				12 Months Ended		3 Months Ended		6 Months Ended		12 Months Ended	6 Months Ended	12 Months Ended	3 Months Ended	6 Months Ended		12 Months Ended			3 Months Ended	6 Months Ended		6 Months Ended
	Jun. 30, 2014	May 31, 2005 Non Qualified Stock Options [Member] Minimum [Member] 2005 Plan [Member]	Jun. 30, 2013 Non Qualified Stock Options [Member] Minimum [Member] The 2013 Plan [Member]	Jun. 30, 2014 Employee Stock Option [Member] Initial Grant [Member] Non Employee Directors [Member]	Jun. 30, 2014 Employee Stock Option [Member] Non Employee Directors [Member]	Jun. 30, 2014 Employee Stock Option [Member] Board of Directors Chairman [Member]	Dec. 31, 2013 Employee Stock Option [Member] Employees [Member]	Jun. 30, 2013 Employee Stock Option [Member] The 2013 Plan [Member]	Jun. 30, 2014 Employee Stock Option [Member]	Jun. 30, 2013 Employee Stock Option [Member]	Jun. 30, 2014 Employee Stock Option [Member]	Jun. 30, 2013 Employee Stock Option [Member]	Dec. 31, 2013 Employee Stock Option [Member]	Jun. 30, 2013 Restricted Stock [Member] Garden State Securities and JFS Investments [Member]	Dec. 31, 2013 Restricted Stock [Member] Garden State Securities and JFS Investments [Member]	Jun. 30, 2013 Restricted Stock [Member]	Jun. 30, 2013 Restricted Stock [Member]	Jun. 30, 2014 Annually [Member] Board of Directors Chairman [Member]	Dec. 31, 2013 Quarterly [Member] Non Employee Directors [Member]	Dec. 31, 2013 Non Employee Directors [Member]	Dec. 31, 2013 Employees [Member]	Jun. 30, 2014 2005 Plan [Member]	Jun. 30, 2014 2005 Plan [Member]	Jun. 30, 2014 The 2013 Plan [Member]	Jun. 30, 2014 Employee Stock Purchase Plan 2000 [Member]
Note 4 - Stock-Based Compensation (Details) [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Purchase Price of Common Stock, Percent		85.00%	85.00%																						95.00%
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized								11,382,600																	294,461
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period				3 years			3 years												1 year
Share Based Compensation Arrangement by Share Based Payment Award, Number of Equal Quarterly Installments for Award Vesting					4	4
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0																	45,000		589,000	5,050,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period	2,512,000																					2,512,000	2,512,000
Share Based Compensation Arrangement by Share Based Payment Award Options Cancelled in Period													502,000
Share-based Goods and Nonemployee Services Transaction, Quantity of Securities Issued															416,668
Share Based Compensation Arrangement by Share Based Payment Award, Equity Instruments Other than Options Lock In Period															6 months
Allocated Share-based Compensation Expense (in Dollars)									$ 48,000	$ 11,000	$ 97,000	$ 22,000		$ 56,000		$ 0	$ 55,000
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant																						3,829,000	3,829,000	6,266,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars)									$ 255,000		$ 255,000
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition											1 year 120 days
Period of Intervals for Subscription of Shares Common Stock																									6 months
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate																									10.00%

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Note 4 - Stock-Based Compensation (Details) - Summary of Option Activity Under All Plans (USD $) In Thousands, except Per Share data, unless otherwise specified	6 Months Ended
	Jun. 30, 2014	Dec. 31, 2013
Summary of Option Activity Under All Plans [Abstract]
Number of Options	7,574	10,086
Weighted Average Exercise Price	$ 0.12	$ 0.15
Average Remaining Contractual Life (Years)	6 years 288 days
Exercisable, June 30, 2014	3,352
Exercisable, June 30, 2014	$ 0.15
Exercisable, June 30, 2014	3 years 354 days
Expired	(2,512)
Expired	$ 0.24

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Note 2 - Basis of Presentation

6 Months Ended

Jun. 30, 2014

Disclosure Text Block [Abstract]

Basis of Accounting [Text Block]

2.             Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

The preparation of financial statements in accordance with GAAP requires the Company 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 from those estimates.

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Note 5 - Revenue Recognition (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013
Revenue Recognition [Abstract]
Deferred Revenue	$ 108,000		$ 108,000		$ 0
Deferred Revenue, Revenue Recognized	$ 0	$ 0	$ 0	$ 201,000

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Note 10 - Convertible Notes and Warrants (Details) (USD $)	0 Months Ended		1 Months Ended		3 Months Ended			6 Months Ended		12 Months Ended				0 Months Ended	1 Months Ended	2 Months Ended	3 Months Ended		6 Months Ended											0 Months Ended	1 Months Ended		9 Months Ended				0 Months Ended		1 Months Ended	3 Months Ended		6 Months Ended								0 Months Ended	3 Months Ended	6 Months Ended			1 Months Ended	3 Months Ended	6 Months Ended				1 Months Ended	3 Months Ended		6 Months Ended						6 Months Ended			1 Months Ended	3 Months Ended		6 Months Ended				1 Months Ended	3 Months Ended	6 Months Ended			0 Months Ended	1 Months Ended	0 Months Ended	3 Months Ended	6 Months Ended		3 Months Ended	6 Months Ended		6 Months Ended	0 Months Ended
	May 27, 2014	Apr. 14, 2014	Jun. 30, 2014	Feb. 22, 2013	Jun. 30, 2014	Mar. 31, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013	Dec. 31, 2013	Jan. 16, 2013	Dec. 31, 2012	Feb. 22, 2011 2011 Warrants [Member] Expiration Date Februrary 22, 2016 [Member]	Jun. 12, 2014 2011 Warrants [Member]	Jun. 30, 2014 2011 Warrants [Member]	Feb. 22, 2013 2011 Warrants [Member]	Jun. 30, 2014 2011 Warrants [Member]	Jun. 30, 2013 2011 Warrants [Member]	Jun. 30, 2014 2011 Warrants [Member]	Jun. 30, 2013 2011 Warrants [Member]	May 27, 2014 2011 Warrants [Member]	Apr. 14, 2014 2011 Warrants [Member]	Dec. 31, 2013 2011 Warrants [Member]	Jan. 16, 2013 2011 Warrants [Member]	Dec. 31, 2012 2011 Warrants [Member]	Feb. 22, 2011 2011 Warrants [Member]	Dec. 31, 2013 2012 $0.15 Warrants [Member]	Jul. 02, 2012 2012 $0.15 Warrants [Member]	Jul. 02, 2012 2012 $0.25 Warrants [Member]	Jan. 16, 2013 Third Tranche Warrants [Member]	Feb. 22, 2013 Warrants 2011 and 2012 [Member] Securities Purchase Agreement [Member]	Feb. 22, 2013 Warrants 2011 and 2012 [Member] February 2013 Amendment and Waiver Agreement [Member]	Sep. 18, 2013 Warrants 2011 and 2012 [Member] February 2013 Amendment and Waiver Agreement [Member]	Jul. 02, 2012 2012 Warrants [Member] 2012 $0.15 Warrants [Member]	Jul. 02, 2012 2012 Warrants [Member] 2012 $0.25 Warrants [Member]	Feb. 22, 2013 2012 Warrants [Member] 2012 $0.098 Warrants [Member]	Jun. 12, 2014 2012 Warrants [Member]	Jul. 02, 2012 2012 Warrants [Member]	Jun. 30, 2014 2012 Warrants [Member]	Jun. 30, 2014 2012 Warrants [Member]	Jun. 30, 2013 2012 Warrants [Member]	Jun. 30, 2014 2012 Warrants [Member]	Jun. 30, 2013 2012 Warrants [Member]	May 27, 2014 2012 Warrants [Member]	Apr. 14, 2014 2012 Warrants [Member]	Dec. 31, 2013 2012 Warrants [Member]	Feb. 22, 2013 2012 Warrants [Member]	Jan. 16, 2013 2012 Warrants [Member]	Dec. 31, 2012 2012 Warrants [Member]	Apr. 14, 2014 April 2014 Warrants [Member]	Jun. 30, 2013 April 2014 Warrants [Member]	Jun. 30, 2014 April 2014 Warrants [Member]	Jun. 30, 2013 April 2014 Warrants [Member]	May 27, 2014 April 2014 Warrants [Member]	May 27, 2014 May 2014 Warrants [Member]	Jun. 30, 2013 May 2014 Warrants [Member]	Jun. 30, 2014 May 2014 Warrants [Member]	Jun. 30, 2013 May 2014 Warrants [Member]	Apr. 14, 2014 May 2014 Warrants [Member]	Sep. 18, 2013 February 2013 Amendment and Waiver Agreement [Member]	Feb. 22, 2013 2011 Convertible Notes [Member]	Jun. 30, 2014 2011 Convertible Notes [Member]	Jun. 30, 2013 2011 Convertible Notes [Member]	Jun. 30, 2014 2011 Convertible Notes [Member]	Jun. 30, 2013 2011 Convertible Notes [Member]	Sep. 18, 2012 2011 Convertible Notes [Member]	Dec. 31, 2011 2011 Convertible Notes [Member]	Feb. 22, 2011 2011 Convertible Notes [Member]	Feb. 22, 2011 Convertible Notes [Member] First Tranche [Member]	Jun. 30, 2014 Convertible Notes [Member]	Feb. 22, 2011 Convertible Notes [Member]	Feb. 22, 2011 2012 Convertible Notes [Member] Second Tranche [Member]	Feb. 22, 2013 2012 Convertible Notes [Member]	Jun. 30, 2014 2012 Convertible Notes [Member]	Jun. 30, 2013 2012 Convertible Notes [Member]	Jun. 30, 2014 2012 Convertible Notes [Member]	Jun. 30, 2013 2012 Convertible Notes [Member]	Sep. 18, 2013 2012 Convertible Notes [Member]	Dec. 31, 2012 2012 Convertible Notes [Member]	Feb. 22, 2013 Third Tranche Convertible Notes [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member]	Sep. 18, 2013 Third Tranche Convertible Notes [Member]	Jan. 16, 2013 Third Tranche Convertible Notes [Member]	Apr. 14, 2014 April 2014 Convertible Notes and Warrants [Member]	May 27, 2014 May 2014 Convertible Notes and Warrants [Member]	Aug. 06, 2014 August 2014 Convertible Notes and Warrants [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member]	Apr. 14, 2014 April 2014 Convertible Notes [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member]	May 27, 2014 May 2014 Convertible Notes [Member]	Jun. 30, 2013 2011 Warrants [Member]	Jan. 16, 2013 Third Tranche Warrants [Member]	Apr. 14, 2014 April 2014 Warrants [Member]
Note 10 - Convertible Notes and Warrants (Details) [Line Items]
Debt Instrument, Interest Rate, Stated Percentage																																																																				5.00%						5.00%		5.00%					5.00%	5.00%		5.00%						5.00%			5.00%
Debt Instrument, Face Amount																																																																				$ 4,000,000																						$ 250,000			$ 250,000
Class of Warrant or Right, Outstanding (in Shares)																							17,940,780			40,000,000	7,065,255																							4,166,667		4,166,667					4,166,667
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share)													$ 0.15			$ 0.098							$ 0.098			$ 0.15	$ 0.098	$ 0.15	$ 0.25	$ 0.15		$ 0.098		$ 0.15	$ 0.25	$ 0.098														$ 0.09		$ 0.09		$ 0.09	$ 0.09		$ 0.09		$ 0.09
Debt Instrument Additional Debt Funding from Investors																																																																				2,000,000	1,000,000			1,000,000
Number of Tranches																																																																							2
Amount of additional debt funding available in each separate tranche																																																																							1,000,000
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in Shares)			15,907,333		15,907,333			15,907,333					40,000,000															10,000,000	10,000,000	2,500,000				10,000,000	10,000,000	16,315,790		20,000,000																	4,166,667
Convertible Debt			4,994,355		4,994,355			4,994,355		4,494,355																																																																										250,000
Class of Warrant or Right Exercise Period of Warrants or Rights																														5 years								5 years												5 years					5 years
Class of Warrant or Right Number of Shares Exercisable Under Warrants (in Shares)																															50,000,000	81,578,946
Class of Warrant or Right Volume Weighted Average Price of Warrants or Rights (in Dollars per share)																																$ 0.155	$ 0.3705
Class Of Warrant Or Right Number Of Securities Called By Warrants Or Rights Under Forfeiture (in Shares)																																12,500,000
Debt Instrument Relinquishment of Right to Purchase Amount, Maximum																																750,000
Debt Instrument, Convertible, Conversion Price (in Dollars per share)																																																												$ 0.06		$ 0.06		$ 0.06										$ 0.06		$ 0.06					$ 0.06	$ 0.06								$ 0.06			$ 0.06
Proceeds from Issuance of Convertible Notes and Warrants	500,000	500,000						500,000	250,000																																											45,000			3,000																														250,000	250,000	250,000
Interest Payable			268,000		268,000			268,000		144,000
Debt Instrument Period Considered in Year for Calculation of Interest																																																																360 days
Long Term Debt Percentage of Outstanding Principal Amount Redeemed under Change of Control																																																																						130.00%
Long Term Debt Percentage of Accrued and Unpaid Interest																																																																						100.00%
Class of Warrant or Right Warrants Issued (in Shares)																65,263,156																																				4,166,667					4,166,667
Payment to Warrant Holders as Percentage of Exercise Price																			30.00%
Class of Warrant or Right Period for Presenting Effective Registration Statement for Avoiding Cashless Exercise of Warrants or Rights																																						5 years
Change in Fair Value of Convertible Notes and Warrants, Percentage						10.00%
Gains (Losses) on Extinguishment of Debt									(1,283,000)	(1,283,000)																																																				480,000	3,107,000	280,000	354,000									200,000	620,000	80,000	463,000				52,000	5,000						(29,000)	(29,000)		8,000	8,000
Long-term Debt, Gross																																																																							3,208,000								417,000					142,000									247,000			205,000
Debt Instrument, Unamortized Discount																																																																			792,000												583,000					108,000						45,000			3,000
Convertible Debt, Fair Value Disclosures																																																													6,070,000																			386,000
Amortization of Debt Discount (Premium)			8,000	95,000				8,000	95,000																																																				38,000												55,000							2,000								8,000	8,000		200	200
Write-off of Debt Discount																																																													265,000												462,000							106,000
Financial and Nonfinancial Liabilities, Fair Value Disclosure	7,793,000	7,536,000	4,663,000	17,490,000	4,663,000		11,064,000	4,663,000	11,064,000	7,217,000	12,592,000	11,898,000				3,916,000		1,809,000		1,809,000	179,000	179,000	179,000	2,000,000	2,000,000					300,000											979,000		979,000	141,000	141,000	141,000	1,632,000	1,800,000	1,800,000	58,000		4,000		58,000	3,000		6,000									4,920,000							1,516,000					1,390,000					361,000
Derivative Liability, Fair Value, Gross Liability															0		0	1,809,000	0	1,809,000										300,000									0	0		0								58,000		4,000			3,000		6,000					3,010,000	4,380,000	3,010,000	4,380,000									930,000	1,180,000	930,000	1,180,000				232,000	232,000		394,000				242,000	242,000		239,000	239,000	254,000			261,000
Change in Fair Value of Warrant Liabilities					2,873,000		6,113,000	1,867,000	2,114,000								238,000	(2,118,000)	59,000	104,000																				112,000	979,000	94,000	21,000								41,000		41,000			(3,000)		(3,000)
Stock Issued During Period, Shares, Conversion of Units (in Shares)														11,960,520																							4,710,170
Stock Issued During Period, Value, Conversion of Units			851,000											120,000	120,000																						47,000		47,000
Common Stock, Capital Shares Reserved for Future Issuance (in Shares)			69,760,000		69,760,000			69,760,000		35,666,000				6,882,287																							4,710,170
Delivery Period for Common Shares Upon Investors' Request														3 years																							3 years
(in Shares)																		17,940,780		17,940,780																					7,065,255		7,065,255
Common Stock Shares Issued Upon Conversion of Warrants (in Shares)																																											4,733,721																																																			12,020,323
								851,000	2,003,000																																		159,000																																																			359,000
Proceeds from Convertible Debt																																																																																															$ 108,000

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Note 11 - Fair Value Measures (Details) - Fair Value Assumptions of Tranche Three Convertible Notes (USD $)	0 Months Ended	6 Months Ended									0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended	0 Months Ended	3 Months Ended	1 Months Ended
	Jan. 16, 2013	Jun. 30, 2014 2011 Convertible Notes [Member]	Jun. 30, 2014 2011 Convertible Notes [Member] Minimum [Member]	Jun. 30, 2014 2011 Convertible Notes [Member] Maximum [Member]	Jun. 30, 2014 2012 Convertible Notes [Member]	Jun. 30, 2014 2012 Convertible Notes [Member] Minimum [Member]	Jun. 30, 2014 2012 Convertible Notes [Member] Maximum [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member] Minimum [Member]	Jun. 30, 2014 Third Tranche Convertible Notes [Member] Maximum [Member]	Apr. 14, 2014 April 2014 Convertible Notes [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member]	Apr. 14, 2014 April 2014 Convertible Notes [Member] Minimum [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member] Minimum [Member]	Apr. 14, 2014 April 2014 Convertible Notes [Member] Maximum [Member]	Jun. 30, 2014 April 2014 Convertible Notes [Member] Maximum [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member]	May 27, 2014 May 2014 Convertible Notes [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member] Minimum [Member]	May 27, 2014 May 2014 Convertible Notes [Member] Minimum [Member]	Jun. 30, 2014 May 2014 Convertible Notes [Member] Maximum [Member]	May 27, 2014 May 2014 Convertible Notes [Member] Maximum [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price (simulated) (in Dollars per share)	$ 0.15	$ 0.01			$ 0.01			$ 0.01			$ 0.0375	$ 0.01					$ 0.01	$ 0.01
Strike Price (in Dollars per share)	$ 0.15	$ 0.06			$ 0.06			$ 0.06			$ 0.06	$ 0.06					$ 0.06	$ 0.06
Expected remaining term (in years)	5 years	1 year			1 year			1 year 197 days			1 year 80 days	1 year 3 days					1 year 197 days	1 year 233 days
Stock Volatility	110.00%	110.00%			110.00%			110.00%			100.00%	110.00%					110.00%	100.00%
Risk-Free Rate	0.75%	0.10%			0.10%			0.30%			0.20%	0.10%					0.30%	0.30%
Dividend Rate	0.00%	0.00%			0.00%			0.00%			0.00%	0.00%					0.00%	0.00%
Effective discount rate		32.50%			32.50%			32.50%			32.50%	32.50%					32.50%	32.50%
Probability of forced redemption or transaction event			20.00%	90.00%		20.00%	90.00%		20.00%	90.00%			20.00%	20.00%	50.00%	90.00%			20.00%	20.00%	90.00%	90.00%

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Current assets:
Cash and cash equivalents	$ 87,000	$ 769,000
Restricted cash		30,000
Accounts receivable, net of allowance of $2 at June 30, 2014 and December 31, 2013, respectively	361,000	502,000
Inventories	101,000	117,000
Prepaid expenses and other current assets	155,000	99,000
Total current assets	704,000	1,517,000
Equipment, furniture and leasehold improvements, net	13,000	37,000
Other assets	4,000	4,000
Total assets	721,000	1,558,000
Current liabilities:
Accounts payable	775,000	425,000
Accrued compensation	60,000	39,000
Accrued other	894,000	519,000
Deferred revenue	108,000
Total current liabilities	1,837,000	983,000
Convertible notes	4,653,000	4,537,000
Warrant liabilities	10,000	2,680,000
Common stock, no par value, unlimited shares authorized, 176,025 and 125,000 shares issued and outstanding; 69,760 and 35,666 unissued and reserved at June 30, 2014 and December 31, 2013, respectively	98,041,000	97,190,000
Additional paid in capital	145,000	48,000
Accumulated deficit	(103,700,000)	(103,615,000)
Accumulated other comprehensive loss	(265,000)	(265,000)
Total stockholders’ deficit	(5,779,000)	(6,642,000)
Total liabilities and stockholders’ deficit	$ 721,000	$ 1,558,000

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Note 11 - Fair Value Measures (Details) - Pricing Models Input Assumptions Fair Value Estimates (USD $)	0 Months Ended			2 Months Ended	4 Months Ended	6 Months Ended	2 Months Ended	4 Months Ended	6 Months Ended
	Jan. 16, 2013	Jun. 30, 2014	Dec. 31, 2013	Feb. 22, 2013 2011 Warrants [Member]	Jun. 30, 2013 2011 Warrants [Member]	Dec. 31, 2013 2011 Warrants [Member]	Feb. 22, 2013 2012 $0.15 Warrants [Member]	Jun. 30, 2013 2012 $0.15 Warrants [Member]	Dec. 31, 2013 2012 $0.15 Warrants [Member]
Note 11 - Fair Value Measures (Details) - Pricing Models Input Assumptions Fair Value Estimates [Line Items]
Stock Price (in Dollars per share)	$ 0.15			$ 0.14	$ 0.10	$ 0.04	$ 0.14	$ 0.10	$ 0.04
Exercise Price (in Dollars per share)	$ 0.15			$ 0.15	$ 0.098	$ 0.098	$ 0.15	$ 0.098	$ 0.098
Expected Life (in years)	5 years			3 years	2 years 237 days	2 years 54 days	4 years 138 days	4 years 3 days	3 years 6 months
Stock Volatility	110.00%			100.00%	100.00%	95.00%	100.00%	100.00%	100.00%
Risk-Free Rate	0.75%			0.40%	0.31%	0.21%	0.70%	1.04%	1.02%
Dividend Rate	0.00%			0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Outstanding Shares of Common Stock (in Shares)	32,434,430	176,025,000	125,000,000	59,576,097	66,480,399	160,664,862	59,576,097	66,480,399	160,664,862

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Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013
Cash flows from operating activities:
Net income (loss)	$ (85,000)	$ 137,000
Depreciation and amortization	24,000	26,000
Stock-based compensation expense	97,000	77,000
Change in fair value of warrant and options liabilities	(1,867,000)	(2,114,000)
Change in fair value of convertible notes	(344,000)	(1,865,000)
Loss on extinguishment of convertible notes		1,283,000
Non-cash interest expense	8,000	95,000
Change in assets and liabilities:
Restricted cash	30,000	(500,000)
Accounts receivable	152,000	194,000
Inventories	11,000	21,000
Prepaid expenses and other assets	(56,000)	(28,000)
Accounts payable	350,000	55,000
Deferred revenue	108,000	(266,000)
Accrued liabilities	397,000	15,000
Net cash flows used in operating activities	(1,175,000)	(2,870,000)
Cash flows from financing activities:
Net proceeds from sale of common stock and warrants		3,504,000
Net proceeds from issuance of convertible notes and warrants	500,000	250,000
Net cash provided by financing activities	500,000	3,754,000
Effect of exchange rate changes on cash and cash equivalents	(7,000)	(14,000)
Net (decrease) increase in cash and cash equivalents	(682,000)	870,000
Cash and cash equivalents at beginning of period	769,000	258,000
Cash and cash equivalents at end of period	87,000	1,128,000
Supplemental disclosure of cash flow information:
Cash paid for interest		112,000
Supplemental disclosure of non-cash financing activities:
Cashless settlement of warrants	851,000	2,003,000
Cashless conversion of convertible notes		$ 450,000

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Note 7 - Total Comprehensive Income (Loss) (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Disclosure Text Block [Abstract]
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 2,340,000	$ 7,956,000	$ (85,000)	$ 147,000

XML

Note 4 - Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

	Number of Options			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2013	$	10,086		$	0.15
Granted		--			--
Exercised		--			--
Forfeited		--			--
Expired		(2,512	)		0.24
Cancelled		--			--
Outstanding, June 30, 2014		7,574			0.12		6.79		--
Exercisable, June 30, 2014		3,352			0.15		3.97		--

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Note 8 - Warranty and Preventative Maintenance Costs (Details) (USD $)	Jun. 30, 2014	Dec. 31, 2013
Product Warranties Disclosures [Abstract]
Standard Product Warranty Accrual	$ 0	$ 0

XML

Note 9 - Sale of Common Stock (Tables)

6 Months Ended

Jun. 30, 2014

Sale Of Common Stock Disclosure [Abstract]

Schedule of Stock Options Roll Forward [Table Text Block]

September 2013 SPA Option	Shares			Exercise Price
Beginning balance at December 31, 2013		14,583,334		$	0.06
Expired Options		(14,583,334	)	$	0.06
Ending balance at June 30, 2014		--		$	--

Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]

The September 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		30,625,001		$	0.08
Exchanged Warrants		(30,625,001	)	$	0.08
Ending balance at June 30, 2104		--		$	--

The February 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		72,046,667		$	0.08
Exchanged Warrants		(72,046,667	)		0.08
Ending balance at June 30, 2014		--		$	--

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Note 1 - Business and Liquidity

6 Months Ended

Jun. 30, 2014

Business And Liquidity Disclosure [Abstract]

Business And Liquidity Disclosure [Text Block]

1.             Business and Liquidity

PLC Systems Inc. (“PLC” or the “Company”) is a medical device company specializing in innovative technologies for the cardiac and vascular markets. Over the past five years, the Company has begun initial commercialization outside the United States of its product, RenalGuard^®, which currently represents the Company’s key strategic growth initiative and primary business focus. The RenalGuard System consists of a proprietary console and accompanying single-use sets and is designed to reduce the potentially toxic effects that contrast media can have on the kidneys when it is administered to patients during certain medical imaging procedures. The Company conducts business operations as one operating segment.

For the six months ended June 30, 2014, the Company incurred a loss from operations of approximately $2,165,000 and used cash in operations of approximately $1,175,000. As of June 30, 2014, cash and cash equivalents were $87,000 and the Company’s accumulated deficit was $103,700,000. Management expects that quarterly losses from operations and negative cash flows will continue during 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Based upon the current financial condition of the Company and the expectation of continued quarterly losses from operations during 2014, management is currently investigating ways to raise additional capital that can be completed in the next several months. On April 14, 2014 and May 27, 2014, the Company obtained an aggregate of $500,000 in funding through the sale of convertible notes and warrants, respectively. See Note 10 for additional details on the terms and conditions of these financing arrangements. On July 15, 2014 and August 6, 2014, the Company obtained an aggregate of $250,000 in funding through the sale of convertible notes and warrants, respectively (See Note 13).

The Company believes that its existing resources, based on its currently projected financial results and the additional funding noted above, are sufficient to fund operations into the third quarter of 2014. Based upon current and anticipated revenue projections from foreign sales of our RenalGuard product, and the anticipated costs of its U.S. clinical trial, we expect that we will need to raise additional capital during the third quarter of 2014. Where possible, the Company has taken certain reductions in its discretionary spending. The Company will continue to review its other expense areas to determine whether additional reductions in discretionary spending can be achieved.

On May 14, 2014, the Company filed a proxy statement with the Securities and Exchange Commission describing the form of a proposed merger transaction. The proposed transaction is expected to result in the sale of the Company’s Renal Guard business to GCP IV LLC in exchange for the cancellation of 95% of the Company’s outstanding convertible notes and a release of liens on substantially all of the Company’s assets. Subsequently, a wholly-owned subsidiary of the Company would merge with and into Viveve, Inc. (“Viveve”), with Viveve surviving the merger. The holders of the remaining 5% of the Company’s outstanding convertible notes will receive shares of common stock in exchange for the convertible notes prior to the transaction. Additionally, the holders of the Company’s then outstanding warrants will receive two-thirds (2/3) of a common share in exchange for each warrant share held prior to the transaction. The proposed transaction is subject to shareholder approval prior to consummation.

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) (USD $) In Thousands, except Share data, unless otherwise specified	Jun. 30, 2014	Dec. 31, 2013
Accounts receivable, allowance (in Dollars)	$ 2	$ 2
Common stock, par value (in Dollars per share)	$ 0	$ 0
Common stock, shares issued	176,025,000	125,000,000
Common stock, shares outstanding	176,025,000	125,000,000
Common stock, shares unissued	69,760,000	35,666,000
Common stock, shares reserved	69,760,000	35,666,000

XML

Note 11 - Fair Value Measures

6 Months Ended

Jun. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

11.     Fair Value Measures

The following summarizes the Company’s assets and liabilities measured at fair value as of December 31, 2013:

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
Description	2013		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,537,000	$	—	$	—	$	4,537,000
Warrant liabilities	$	2,680,000	$	—	$	—	$	2,680,000
Total Liabilities	$	7,217,000	$	—	$	—	$	7,217,000

The following summarizes the Company’s assets and liabilities measured at fair value as of June 30, 2014:

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	June 30,		Assets		Inputs		Inputs
Description	2014		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,653,000	$	—	$	—	$	4,653,000
Warrant liabilities	$	10,000	$	—	$	—	$	10,000
Total Liabilities	$	4,663,000	$	—	$	—	$	4,663,000

A summary of changes in the outstanding convertible notes, warrant liabilities, and SPA as of December 31, 2012, February 22, 2013, September 18, 2013, December 31, 2013, April 14, 2014, May 27, 2014 and June 30, 2014 is as follows:

	Fair Value of 2011 Convertible Notes			Fair Value of 2011 Warrant Liabilities			Fair Value of 2012 Convertible Notes			Fair Value of 2012 Warrant Liabilities			Fair Value of Third Tranche Convertible Notes			Fair Value of Third Tranche Warrant Liabilities			February 2013 Warrants			February 2013 SPA Option			September 2013 Warrants			September 2013 SPA Options			April 2014 Notes			April 2014 Warrants			May 2014 Notes			May 2014 Warrants		Total
Balance December 31, 2012	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	11,898,000
Allocation of initial proceeds	$	—		$	—		$	—		$	—		$	142,000		$	108,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	250,000
Initial fair value adjustment	$	—		$	—		$	—		$	—		$	252,000		$	192,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	444,000
January 16, 2013	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	394,000		$	300,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	12,592,000
Amortization of debt discount	$	38,000		$	—		$	55,000		$	—		$	2,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	95,000
Fair value adjustment	$	(370,000	)	$	—		$	(72,000	)	$	—		$	(8,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(450,000	)
Carrying value of old debt at modification	$	(6,178,000	)	$	—		$	(1,571,000	)	$	—		$	(388,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(8,137,000	)
Fair value of new debt at modification	$	6,070,000		$	—		$	1,516,000		$	—		$	386,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	7,972,000
Modification of warrants	$	—		$	1,916,000		$	—		$	632,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	2,548,000
Cancellation/retirement of warrants	$	—		$	—		$	—		$	(800,000	)	$	—		$	(300,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,100,000	)
Fair value of instruments at issuance	$	—		$	—		$	—		$	—		$	—		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	3,970,000
February 22, 2013	$	6,070,000		$	3,916,000		$	1,516,000		$	1,632,000		$	386,000		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	17,490,000
Exercise of warrants	$	—		$	(1,731,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,731,000	)
Conversion of debentures	$	(450,000	)																																							$	(450,000	)
Fair value adjustment	$	(1,240,000	)	$	(376,000	)	$	(336,000	)	$	(653,000	)	$	( 91,000	)	$	—		$	(742,000	)	$	(807,000	)	$	—		$	—		$	—		$	—		$	—		$	—	$	(4,245,000	)
June 30, 2013		4,380,000			1,809,000		$	1,180,000		$	979,000		$	295,000		$	—		$	2,017,000		$	404,000		$	--		$	--		$	--		$	--		$	--		$	--	$	11,064,000
Balance at December 31, 2013	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	—		$	1,441,000		$	--		$	627,000		$	292,000		$	--		$	--		$	--		$	--	$	7,217,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	205,000			45,000		$	--		$	--	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			56,000			13,000		$	--		$	--	$	69,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	--		$	--		7,536,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	247,000-		$	3,000	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			--		$	7,000		$	--	$	7,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	254,000		$	3,000	$	7,793,000
Amortization of Debt Discount	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	8,000		$	—		$	—		$	—	$	8,000
Settlement of warrants	$	—		$	(120,000	)	$	—		$	(47,000	)	$	—		$	—		$	(480,000	)	$	—		$	(204,000	)	$	—		$	—		$	—		$	—		$	—	$	(851,000	)
Fair value adjustment	$	(280,000	)	$	(59,000	)	$	(80,000	)	$	(94,000	)	$	(5,000	)	$	—		$	(961,000	)	$	—		$	(423,000	)	$	(292,000	)		(27,000	)		(54,000	)		(15,000	)	$	3,000	$	(2,287,000	)
June 30, 2014	$	3,010,000		$	--		$	930,000		$	--		$	232,000		$	—		$	--		$	—		$	--		$	--		$	242,000		$	4,000		$	239,000		$	6,000	$	4,663,000

Valuation – Methodology and Significant Inputs Assumptions

Fair values for the Company’s derivatives and financial instruments are estimated by utilizing valuation models that consider current and expected stock prices, volatility, dividends, market interest rates, forward yield curves and discount rates. Such amounts and the recognition of such amounts are subject to significant estimates that may change in the future. The methods and significant inputs and assumptions utilized in estimating the fair value of the warrant liabilities, 2013 SPA Options and Convertible Notes as of the January 16, 2013 issuance date, February 22, 2013 Amendment and Waiver Agreement date, September 18, 2013 Amendment and Waiver agreement, December 31, 2013 balance sheet date, April 14, 2014 issuance date, May 27, 2014 issuance date and the June 30, 2014 balance sheet date are discussed below. Each of the measurements is considered a Level 3 measurement as a result of at least one significant unobservable input.

2011 Warrants

A Black-Scholes-Merton option-pricing model, with dilution effects, was utilized to estimate the fair value of the 2011 Warrants as of February 22, 2013, June 30, 2013 and December 31, 2013. This model is widely used in estimating value of European options dependent upon a non-paying dividend stock and fixed inputs. This model is subject to the significant assumptions discussed below and requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		3.00			2.65			2.15
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.40	%		0.31	%		0.21	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

2012 Warrants

$0.15 Warrants

A Black-Scholes-Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the $0.15 Warrants as of February 22, 2013, March 30, 2013 and December 31, 2013.

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		4.38			4.01			3.50
Stock Volatility		100	%		100	%		100	%
Risk-Free Rate		0.70	%		1.04	%		1.02	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

Third Tranche Warrants

A Black-Scholes Merton option-pricing model, with dilution effects, was also utilized to estimate the fair value of the Third Tranche Warrants as of January 16, 2013. These warrants were canceled on February 22, 2013.

Input	January 16, 2013
Stock Price	$	0.15
Exercise Price	$	0.15
Expected Life (in years)		5
Stock Volatility		110	%
Risk-Free Rate		0.75	%
Dividend Rate		0
Outstanding Shares of Common Stock		32,434,430

February 2013 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the February 2013 warrants as of February 22, 2013, June 30, 2013, December 31, 2013. Based on the potential impact of the proposed merger transaction (see Note 13), the valuation of the February 2013 Warrants as of June 30, 2014 incorporated the potential impact of the proposed transaction and the effect on the outstanding February 2013 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.12		$	0.09		$	0.04
Exercise Price	$	0.20		$	0.20		$	0.08
Expected Life (in years)		5			4.65			4.15
Stock Volatility		110	%		110	%		100	%
Risk-Free Rate		0.84	%		1.28	%		1.34	%
Number of Steps		100,000			100,000			100,000
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

February 2013 SPA Option

The February 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at February 22, 2013 and June 30, 2013.

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.14		$	0.10
Exercise Price	$	0.15		$	0.15
Expected Life (in years)		0.75			0.39
Stock Volatility		110	%		110	%
Risk-Free Rate		0.15	%		0.07	%
Dividend Rate		0	%		0	%
Outstanding Shares of Common Stock		73,042,764			79,947,066

A Monte Carlo simulation model was also utilized to estimate the fair value of the February 2013 SPA Option as of February 22, 2013 and June 30, 2013.

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.10		$	0.11
Exercise Price	$	0.20		$	0.20
Expected Life (in years)		5.00			5.0
Stock Volatility		110	%		110	%
Risk-Free Rate		1.158	%		1.633	%
Number of Steps		100,000			100,000

September 2013 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the September 2013 warrants as of December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		4.72
Stock Volatility		100	%
Risk-Free Rate		1.61	%
Number of Steps		100,000

September 2013 SPA Option

The September 2013 SPA option, upon exercise, allows the investor to purchase one share of common stock and one common stock warrant. The option was valued using multiple valuation models, including a Black-Scholes-Merton option-pricing model, with dilution effects, to estimate the fair value of the option to purchase the common share, and a Monte Carlo simulation to determine the estimated fair value of the warrant that would be issued at the time of exercise. These models were used to estimate the fair value of the option at December 31, 2013.

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.06
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Dividend Rate		0	%
Outstanding Shares of Common Stock		160,664,862

A Monte Carlo simulation model was also utilized to estimate the fair value of the 2013 SPA Option as of December 31, 2013. 

Input	December 31, 2013
Stock Price (simulated)	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Number of Steps		10,000

April 2014 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the April 2014 warrants as of April 14, 2014 and June 30, 2014. Based on the potential impact of the proposed merger transaction, the valuation of the April 2014 Warrants as of June 30, 2014 incorporated the expectation that the warrants will be cancelled upon consummation of the proposed transaction and the effect on the outstanding April 2014 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	April 14, 2014			June 30, 2014
Stock Price	$	0.0375		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.79
Stock Volatility		100.0	%		120.0	%

May2014 Warrants

A Monte Carlo simulation model was utilized to estimate the fair value of the May 2014 warrants as of May 27, 2014 and June 30, 2014. Based on the potential impact of the proposed merger transaction, the valuation of the May 2014 Warrants as of June 30, 2014 incorporated the expectation that the warrants will be cancelled upon consummation of the proposed transaction and the effect on the outstanding May 2014 warrants. This model requires the following key inputs with respect to the Company and/or instrument:

Input	May 27, 2014			June 30, 2014
Stock Price	$	0.01		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.91
Stock Volatility		100.0	%		120.0	%

2011 Convertible Notes

A binomial lattice model was utilized to estimate the fair value of the Convertible Notes as of, February 22, 2013, June 30, 2013 and December 31, 2013. The binomial model considers the key features of the Convertible Notes, as noted above, and is subject to the significant assumptions discussed below. First, a discrete simulation of the Company’s stock price, without effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Second, a discrete simulation of the Company’s stock price, with effects of dilution due to the conversion feature, was conducted at each node and throughout the expected life of the instrument. Third, based upon the simulated stock price with dilution effect, an analysis of the higher position of a conversion position, redemption position, or holding position (i.e. fair value of the respective future nodes value discounted using the applicable discount rate) was conducted relative to each node until a final fair value of the instrument is conducted at the node representing the measurement date. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Strike Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.00			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.25	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

Based on the potential impact of the proposed merger transaction, the valuation of the 2011 Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

2012 Convertible Notes

A binomial lattice model was also utilized to estimate the fair value of the 2012 Convertible Notes as of February 22, 2013, June 30, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	February 22, 2013			March 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.01			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.26	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

Based on the potential impact of the proposed merger transaction the valuation of the 2012 Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

Third Tranche Convertible Notes

A binomial lattice model was also utilized to estimate the fair value of the Tranche Three Convertible Notes as of January 16, 2013, February 22, 2013, June 30, 2013 and December 31, 2013. This model requires the following key inputs with respect to the Company and/or instrument:

Input	January 16, 2013			February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.15		$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		3			2.90			2.55			2.04
Stock Volatility		100	%		100	%		100	%		95	%
Risk-Free Rate		0.36	%		0.39	%		0.52	%		0.40	%
Dividend Rate		0	%		0	%		0	%		0	%
Outstanding Shares of Common Stock		32,434,430			59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		13.2	%		21.3	%
Probability of forced redemption		20	%		20	%		20	%		20	%

Based on the potential impact of the proposed merger transaction , the valuation of the Tranche Three Convertible Notes as of June 30, 2014 was performed utilizing a Monte-Carlo simulation. This model was employed to more effectively incorporate the potential impact of the proposed transaction and the effect on the outstanding convertible notes. This included increasing the probability of a transaction occurring during a period of time during the year ended December 31, 2014 (90% assumed possibility of a transaction during this time, versus 20% outside of this range). This model requires the following key inputs with respect to the Company and/or instrument:

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.54
Stock Volatility		110	%
Risk-Free Rate		0.3	%
Dividend Rate		0.00	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

April 2014 Convertible Notes

A Monte-Carlo simulation was utilized to estimate the fair value of the April 2014 Convertible Notes as of April 14, 2014 and June 30, 2014. This model was employed to more effectively incorporate the potential impact of the proposed merger transaction and the effect on the outstanding convertible notes. This model requires the following key inputs with respect to the Company and/or instrument:

Input	April 14, 2014			June 30, 2014
Stock Price (simulated)	$	0.0375			0.01
Strike Price	$	0.06			0.06
Expected remaining term (in years)		1.22			1.01
Stock Volatility		100	%		110.0	%
Risk-Free Rate		0.2	%		0.1	%
Dividend Rate		0.00	%		0.00	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 50.0	%		20.0% - 90.0	%

- 29 -

May 2014 Convertible Notes

A Monte-Carlo simulation was utilized to estimate the fair value of the May 27, 2014 Convertible Notes as of May 2014 and June 30, 2014. This model was employed to more effectively incorporate the potential impact of the proposed merger transaction and the effect on the outstanding convertible notes. This model requires the following key inputs with respect to the Company and/or instrument:

Input	May 27, 2014			June 30, 2014
Stock Price (simulated)		0.01			0.01
Strike Price		0.06			0.06
Expected remaining term (in years)		1.64			1.54
Stock Volatility		100.0	%		110.0	%
Risk-Free Rate		0.3	%		0.3	%
Dividend Rate		0.0	%		0.0	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 90.0	%		20.0% - 90.0	%

The following are significant assumptions utilized in developing the inputs:

● The Company’s common stock shares are traded on the OTC Bulletin Board and, accordingly, the stock price input is based upon bid prices as of the valuation dates due to the extremely thin trading volume, broker-driven market (vs. exchange market) and the wide bid/ask spread as of the valuation date;

● The expected future stock prices of the Company’s stock were modeled to include the effect of dilution upon conversion of the instruments to shares of common stock;

● Stock volatility was estimated by considering (i) the annualized monthly volatility of the Company’s stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instruments (monthly data set is more relevant given the extremely thin trading volume of the Company’s common stock) and (ii) the annualized daily volatility of comparable companies’ stock price during the historical period preceding the respective valuation dates and measured over a period corresponding to the remaining life of the instrument. Historic prices of the Company and comparable companies’ common stock were used to estimate volatility as the Company did not have traded options as of the valuation dates;

● Based upon the Company’s historical operations and management’s expectations for the foreseeable future, the Company’s stock was assumed to be a non-dividend-paying stock;

● The risk-free interest rate is based on the U.S. Treasury Yield curve in effect as of the valuation date for the expected term;

● With respect to the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, the Company is expected to pay all accrued interest due to the Holders at maturity of the respective notes;

● With respect to the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, based upon management’s expectations for a change of control or fundamental transaction to occur prior to the maturity date of the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes, a low probability of a forced redemption;

●	Upon a change of control redemption, the change of control redemption amount shall equal to the sum of:
	I.     the greater of:

(i) the outstanding amount of the debt divided by the Conversion Price on the date of the mandatory default amount is either (A) demanded or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP of the date of the mandatory default amount is either (x) demanded or otherwise due or (y) paid in full, whichever has higher VWAP, plus all accrued and unpaid interest, or

(ii) 130% of the outstanding principal amount of the debt, plus 100% of accrued and unpaid interest, and

II. all other amounts, costs, expenses and liquidated damages due under the various agreements covering issuance of the debt.

Additionally, it is assumed that no amounts are due pursuant to clause (II) above in any period and that the stock price at each respective node represents a reasonable approximation of the VWAP requirements.

● Based on the potential impact of the proposed merger transaction, the valuations of the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes were modified for the June 30, 2014 valuation date to reflect a 90% probability of the proposed merger transaction occurring during 2014. During the period of time where the transaction was expected to be completed, the 90% probability of occurrence was applied. During this period, the expectation of forced redemption as described above was replaced with the expectation that 95% of the convertible notes would be extinguished and 5% of the convertible notes would be converted, as contemplated in the proposed transaction. During all other periods, the probability of forced redemption and contractual impact of forced redemption as described above was utilized.

● Based on the potential impact of the proposed merger transaction, the valuations of the April 2014 Warrants and May 2014 Warrants were modified for the June 30, 2014 valuation date to reflect the potential execution of the a warrant exchange, whereby the warrant is cancelled upon consummation of the transaction. The potential of the transaction occurring was assigned a 90% probability. In the other 10% of potential outcomes, the valuation model contemplates the investor holding the warrant until its expiration.

The changes in fair value between reporting periods are related to the changes in the price of the Company’s common stock as of the measurement dates, the volatility of the Company’s common stock during the remaining term of the instrument, changes in the conversion price and effective discount rate.

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Document And Entity Information	6 Months Ended
	Jun. 30, 2014	Aug. 09, 2014
Document and Entity Information [Abstract]
Entity Registrant Name	PLC SYSTEMS INC
Document Type	10-Q
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		176,025,356
Amendment Flag	false
Entity Central Index Key	0000879682
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Filer Category	Smaller Reporting Company
Entity Well-known Seasoned Issuer	No
Document Period End Date	Jun. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q2

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Note 12 - Commitments

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

12.     Commitments

Lease Commitments

The Company leases its corporate office under an operating lease agreement that expires in August 2014. In addition to the minimum lease payments, the agreement requires payment of the Company's pro-rata share of property taxes and building operating expenses. In April 2014, the Company extended their lease for their corporate offices to run through August 2017. Under this lease the Company’s rent payments will range from $43,500 to $49,500 per year.

Future minimum lease payments are estimated to be as follows (in thousands):

Year	Future Minimum Lease Payments
2014	$	22
2015		45
2016		48
2017		33
Total	$	148

During the year ended December 31, 2011, the Company began manufacturing its RenalGuard consoles and sterile disposable kits by two separate outside contract manufacturers. The contracts with these manufacturers do not contain minimum purchase requirements or any future commitments. Purchases are made upon request to the manufacturer. As of June 30, 2014 there are no minimum purchase requirements or any future commitments for these contracts.

During the year ended December 31, 2011, the Company hired a clinical research organization (“CRO”) to assist with managing its clinical trial. The contract with the CRO does not contain minimum purchase requirements or any future commitments, and payments are made once services are provided. As of June 30, 2014 there are no minimum purchase requirements or any future commitments for this contract.

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Condensed Consolidated Statements of Operations (Unaudited) (USD $) Share data in Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Revenues	$ 73,000	$ 372,000	$ 126,000	$ 721,000
Cost of revenues	24,000	135,000	55,000	314,000
Gross profit	49,000	237,000	71,000	407,000
Operating expenses:
Selling, general and administrative	812,000	965,000	1,349,000	1,650,000
Research and development	428,000	558,000	887,000	1,113,000
Total operating expenses	1,240,000	1,523,000	2,236,000	2,763,000
Loss from operations	(1,191,000)	(1,286,000)	(2,165,000)	(2,356,000)
Other income (expense):
Interest expense	(71,000)	(61,000)	(139,000)	(198,000)
Foreign currency transaction gains (losses)	7,000	3,000	8,000	(5,000)
Change in fair value of warrant and option liabilities	2,873,000	6,113,000	1,867,000	2,114,000
Change in fair value of convertible notes	711,000	3,177,000	344,000	1,865,000
Loss on extinguishment of convertible notes				(1,283,000)
Total other income (expense)	3,520,000	9,232,000	2,080,000	2,493,000
Net income (loss)	$ 2,329,000	$ 7,946,000	$ (85,000)	$ 137,000
Net loss per weighted average share, basic (in Dollars per share)	$ 0.01	$ 0.12	$ 0.00	$ 0.00
Net loss per weighted average share, diluted (in Dollars per share)	$ 0.01	$ 0.01	$ 0.00	$ 0.00
Weighted average shares outstanding:
Basic (in Shares)	135,093	63,922	130,074	52,858
Diluted (in Shares)	288,092	137,764	130,074	59,960

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Note 6 - Earnings per Share

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

6.             Earnings per Share

Basic earnings per share are calculated using the Company’s weighted-average outstanding common shares. Diluted earnings per share are calculated using the weighted-average outstanding common shares; the dilutive effect of applying the “if converted method” to convertible notes and investor warrants with cashless exercise provisions; and the dilutive effect of applying the treasury stock method to stock options and the 2013 warrants. In applying the if-converted method to convertible notes and investor warrants with cashless exercise provisions, the Company has adjusted net income (loss) to exclude the impact of fair value changes and interest expense associated with these instruments for the purposes of calculating diluted earnings per share. The following table reconciles net income (loss) and weighted average shares outstanding used in computing basic and diluted earnings per share;

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income (loss)	$	2,329		$	7,946		$	(85	)	$	137
Change in fair value of warrants		--			(3,097	)		--			--
Change in fair value of convertible note		(711	)		(3,177	)		--			--
Interest expense on convertible notes		71			62			--			--
Net income (loss) available to common stockholders, plus assumed conversions	$	1,689		$	1,734		$	(85	)	$	137
Basic weighted-average shares outstanding		135,093			63,922			130,074			52,858
Effect of dilutive securities:								--
Convertible notes		83,239			49,500			--			--
Right to shares		69,760			7,000			--			7,000
Warrants		--			17,304			--			--
Stock Options		--			38			--			102
Weighted-average shares-diluted		288,092			137,764			130,074			59,960
Net income per share - basic	$	0.01		$	0.12		$	0.00		$	0.00
Net income per share - diluted	$	0.01		$	0.01		$	0.00		$	0.00

During the three and six months ended June 30, 2013, options and warrants to purchase 47,777,683 and 64,141,716 shares of common stock, respectively ,were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. In addition, when applying the “if converted” method to the convertible debt, the net impact of adding back the interest expense and eliminating the fair value changes of the convertible debt would result in a reduction in net income of $1,753,000 for the six months ended June 30, 2013. Accordingly the impact of the issuance of 49,500,000 shares of common stock upon conversion of convertible debt was excluded from the calculations of diluted earnings per share for the six months ended June 30, 2013 as their effect would have been anti-dilutive.

During the three and six months ended June 30, 2014, 7,574,000 options and 8,333,333 warrants to purchase 15,907,333 shares of common stock, respectively ,were excluded from the calculations of diluted earnings per share as their effect would have been anti-dilutive. In addition, when applying the “if converted” method to the convertible debt, the net impact of adding back the interest expense and eliminating the fair value changes of the convertible debt would result in a reduction in net loss of $205,000 for the six months ended June 30, 2014. Accordingly the impact of the issuance of 49,500,000 shares of common stock upon conversion of convertible debt was excluded from the calculations of diluted earnings per share for the six months ended June 30, 2014 as their effect would have been anti-dilutive.

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Note 5 - Revenue Recognition

6 Months Ended

Jun. 30, 2014

Revenue Recognition [Abstract]

Revenue Recognition [Text Block]

5.             Revenue Recognition

The Company recognizes revenue when the following basic revenue recognition criteria have been met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services rendered; (3) the price to the buyer is fixed or determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the price to the buyer charged for products delivered or services rendered and collectability of the sales price. The Company assesses credit worthiness of customers based upon prior history with the customer and assessment of financial condition. The Company’s shipping terms are customarily Free On Board (“FOB”) shipping point. The Company records revenue at the time of shipment if all other revenue recognition criteria have been met.

As of June 30, 2014 and December 31, 2013, the Company had deferred revenue balances of $108,000 and $0, respectively, because not all revenue recognition criteria were met. During the three and six months ended June 30, 2013, we recognized $0 and $201,000, respectively, in revenue previously deferred upon the receipt of cash. No revenue has been recognized during the three and six months ended June 30, 2014 which was previously deferred.

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Note 6 - Earnings per Share (Tables)

6 Months Ended

Jun. 30, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

	Three Months Ended June 30,						Six Months Ended June 30,
	2014			2013			2014			2013
Net income (loss)	$	2,329		$	7,946		$	(85	)	$	137
Change in fair value of warrants		--			(3,097	)		--			--
Change in fair value of convertible note		(711	)		(3,177	)		--			--
Interest expense on convertible notes		71			62			--			--
Net income (loss) available to common stockholders, plus assumed conversions	$	1,689		$	1,734		$	(85	)	$	137
Basic weighted-average shares outstanding		135,093			63,922			130,074			52,858
Effect of dilutive securities:								--
Convertible notes		83,239			49,500			--			--
Right to shares		69,760			7,000			--			7,000
Warrants		--			17,304			--			--
Stock Options		--			38			--			102
Weighted-average shares-diluted		288,092			137,764			130,074			59,960
Net income per share - basic	$	0.01		$	0.12		$	0.00		$	0.00
Net income per share - diluted	$	0.01		$	0.01		$	0.00		$	0.00

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Note 13 - Subsequent Events

6 Months Ended

Jun. 30, 2014

Subsequent Events [Abstract]

Subsequent Events [Text Block]

13.     Subsequent Events

On July 15, 2014 and August 6 2014, the Company obtained an aggregate of $250,000 in funding through the sale of convertible notes and warrants, respectively, under terms substantially similar to the April 2014 and May 2014 Notes discussed in Note 10.

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Note 9 - Sale of Common Stock

6 Months Ended

Jun. 30, 2014

Sale Of Common Stock Disclosure [Abstract]

Sale Of Common Stock Disclosure [Text Block]

9.             Sale of Common Stock

September 2013 Financing

On September 18, 2013 the Company entered into a Securities Purchase Agreement (the “September SPA”) with a number of accredited investors, whereby the Company sold an aggregate of 29,166,668 shares of common stock at $0.06 per share (the “September Purchase Price”) and issued warrants to purchase an additional 29,166,668 shares of common stock (the “September Investor Warrants”) with gross proceeds to the Company of $1,750,000. After payment of the placement agent fees and other expenses, the Company received net proceeds of approximately $1,575,000. As part of the fee for its placement agent services, the Company also issued Palladium Capital Advisors a warrant to purchase 1,485,333 shares of common stock (together with the September Investor Warrants, the “September 2013 Warrants”) on the same terms and conditions as the investors under the September SPA. The shares of common stock sold in the offering are subject to certain piggyback registration rights as well as certain other protections, including price protection, as discussed below.

The September SPA provides that for a period of 24 months after the later of (i) September 18, 2013, or (ii) the public announcement of FDA approval for RenalGuard for sale in the United States, and so long as the investors hold the shares purchased pursuant to the September SPA, if the Company issues or sells any shares of common stock or any common stock equivalent at a price less than the September Purchase Price (a “Share Dilutive Issuance”), the Company shall issue additional shares of common stock so that total amount paid by the investor to acquire the shares, divided by the number of shares held by the investor pursuant to the September SPA, plus the additional shares issued as a result of a Share Dilutive Issuance, equals the price per share paid in the Share Dilutive Issuance. This provision also extends to any common shares that are issued pursuant to an exercise of the September 2013 Warrants.

In conjunction with the September 2013 SPA, the Company entered into a Right To Shares Agreement with one of the investors. Pursuant to this agreement, in lieu of issuing 16,666,667 of the common shares purchased by the investor, the Company shall be obligated to issue, and the investor has the right to up to 16,666,667 shares of the Company’s common stock. No additional consideration will be paid upon the issuance of the shares and the subscription amount has been paid in full by the investor and is non-refundable. The Company is obligated to deliver the shares to the investor within 3 days of the investor’s request for the share issuance. If the Company fails to deliver the shares within 3 days of the request, under certain circumstances defined in the Right To Shares Agreement, the Company may be obligated to reimburse the investor in cash for losses that the investor incurs as a result of not having access to the shares (the “Buy-In Shares”). As of June 30, 2014, the Company has reserved, but not issued 16,666,667 shares of common stock pursuant to the Right To Shares Agreement.

The September SPA also provides the investors with the option, for a period through June 18, 2014, to purchase on the same terms and with the same rights as the September 2013 SPA up to 50% of the shares of common stock purchased by the purchaser at the initial closing (“September 2013 SPA Option”). The investors would also receive a warrant for every option share exercised with the same terms as the warrants issued in the September SPA. No shares were purchased or exercised under the September 2013 SPA Option prior to the expiration date. The following is a summary of the September 2013 SPA Option for the six months ended June 30, 2014:

September 2013 SPA Option	Shares			Exercise Price
Beginning balance at December 31, 2013		14,583,334		$	0.06
Expired Options		(14,583,334	)	$	0.06
Ending balance at June 30, 2014		--		$	--

The September 2013 Warrants have a term of five-years and are immediately exercisable for an aggregate 30,625,001 shares of common stock purchased at an exercise price of $0.08 per share. The exercise price of the September 2013 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then exercise price. The September 2013 Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 180 days after the closing date of the private placement covering the resale of the shares of common stock underlying the September 2013 Warrants. The September 2013 Warrants contain limitations on the holder’s ability to exercise the September 2013 Warrants in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding common stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’ notice.

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the September 2013 Warrants for the six months ended June 30, 2014:

The September 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		30,625,001		$	0.08
Exchanged Warrants		(30,625,001	)	$	0.08
Ending balance at June 30, 2104		--		$	--

In June 2008, the FASB issued ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), which was effective for the Company in 2009. This issued guidance requires that derivative instruments be evaluated for certain contingencies and anti-dilution provisions that would affect their equity classification as a derivative under ASC 815, Derivatives and Hedging (ASC 815) and requires the instruments to be classified as liabilities and reported at fair value.

Upon issuance, the September 2013 Warrants and the September 2013 SPA Option were not considered indexed to the Company’s own stock and therefore are required to be accounted for as freestanding derivative instruments and classified as a liability. A Monte Carlo simulation was used to estimate the fair value of the September 2013 Warrants and September 2013 SPA Option resulting in grant date fair values of $1,807,000 and $1,166,000, respectively (see Note 10 – Fair Value Measurements). As of June 30, 2014, the September 2013 Warrants have been settled thus there is no outstanding derivative liability. The impact to other income (expense) for the change in fair value of the September 2013 Warrants for the three and six months ended June 30, 2014 was a gain of $638,000 and a gain of $423,000, respectively. As of June 30, 2014, the September 2013 SPA Options were expired thus there was no derivative liability. The impact to other income (expense) for the change in fair value of the September 2013 SPA Option for the three and six months ended June 30, 2014 was a gain of $351,000 and $292,000, respectively.

On June 12, 2014, the outstanding September 2013 warrants were exchanged for 20,416,667 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $204,000 and was reclassified as a component of common stock upon the settlement. Of the 20,416,667 shares issued, 11,111,111 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days of request.

The Company also assessed the provisions of the Buy-In Share feature of the Rights To Shares Agreement as an embedded derivative pursuant to ASC 815-15, Embedded Derivatives, and has concluded that the feature meets the definition of a derivative and is not clearly and closely related to the Rights To Shares equity host agreement. The Buy-In Shares feature has been bifurcated from the Rights To Shares agreement and accounted for separately. The value of this feature was nominal as of the issuance date and June 30, 2014.

Allocation of SPA Proceeds

The Company first allocated the proceeds of the September SPA to the fair value of the September 2013 Warrants and September 2013 SPA Option. When the issuance costs were considered, the aggregate fair value of the September 2013 Warrants and September 2013 SPA Option exceeded the net proceeds of the September SPA. The Company first recorded the difference as a reduction of additional paid in capital to the extent available, with the reminder accounted for as a reduction in common stock.

February 2013 Financing

On February 22, 2013, the Company entered into a Securities Purchase Agreement (the “February SPA”) with a number of accredited investors, whereby the Company sold an aggregate of 26,933,333 shares of common stock at $0.15 per share (the “February Purchase Price”) and issued warrants to purchase an additional 26,933,333 shares of common stock (the “February Investor Warrants”) with gross proceeds to the Company of $4,040,000. After payment of the placement agent fees and other expenses, the Company received net proceeds of approximately $3,504,000. As part of the fee for its placement agent services, the Company also issued Palladium Capital Advisors a warrant to purchase 1,885,333 shares of common stock (together with the Investor Warrant, the “February 2013 Warrants”) on the same terms and conditions as the investors under the February SPA. The shares of common stock sold in the offering are subject to certain piggyback registration rights as well as certain other protections, including price protection, as discussed below.

The February SPA provides that for a period of 24 months after the later of (i) February 22, 2013, or (ii) the public announcement of FDA approval for RenalGuard for sale in the United States, and so long as the investors hold the shares purchased pursuant to the February SPA; in the event that the Company issues or sells any shares of common stock or any common stock equivalent at a price less than the Purchase Price (a “Share Dilutive Issuance”), the Company shall issue additional shares of common stock so that total amount paid by the investor to acquire the shares, divided by the number of shares held by the investor pursuant to the February SPA, plus the additional shares issued as a result of a Share Dilutive Issuance, equals the price per share paid in the Share Dilutive Issuance. This provision also extends to any common shares that are issued pursuant to an exercise of the February 2013 Warrants. As required under the terms of the February SPA, in connection with the September SPA, the Company issued to the investors in the February 2013 Financing an additional 40,400,001 shares of Common Stock due to these anti-dilutive provisions being triggered by the lower purchase price for shares issued in the September SPA.

In conjunction with the February SPA, the Company entered into a Right To Shares Agreement with one of the investors. Pursuant to this agreement, in lieu of issuing 7,000,000 of the common shares purchased by the investor, the Company shall be obligated to issue, and the investor has the right to up to 7,000,000 shares of the Company’s common stock. No additional consideration will be paid upon the issuance of the shares and the subscription amount has been paid in full by the investor and is non-refundable. The Company is obligated to deliver the shares to the investor within 3 days of the investor’s request for the share issuance. If the Company fails to deliver the shares within 3 days of the request, under certain circumstances defined in the Right To Shares Agreement, the Company may be obligated to reimburse the investor in cash for losses that the investor incurs as a result of not having access to the shares (the “Buy-In Shares”). As of June 30, 2014, the Company has reserved, but not issued 19,000,000 shares of common stock pursuant to the Right To Shares Agreement, as adjusted for the anti-dilution issuance described above.

The February SPA also provided the investors with the option, for a period through November 21, 2013, to purchase on the same terms and with the same rights as the February 2013 SPA up to 50% of the shares of common stock purchased by the purchaser at the initial closing (“February 2013 SPA Option”). The investors would also receive a warrant for every option share exercised with the same terms as the warrant issued in the February SPA. No shares were purchased or exercised under the February 2013 SPA Option prior to the expiration date.

The February 2013 Warrants have a term of five-years and were immediately exercisable for an aggregate 28,818,666 shares of common stock purchased at an exercise price of $0.20 per share. The exercise price of the 2013 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then exercise price. Due to the September SPA, certain anti-dilution rights were triggered, resulting in the issuance of an additional 43,228,001 warrants with an exercise price of $0.08. All previously issued warrants related to the February 2013 financing have been repriced to $0.08. The February 2013 Warrants may be exercised on a cashless basis if at any time there is no effective registration statement within 180 days after the closing date of the private placement covering the resale of the shares of common stock underlying the February 2013 Warrants. The February 2013 Warrants contain limitations on the holder’s ability to exercise the February 2013 Warrant in the event such exercise causes the holder to beneficially own in excess of 4.99% of the Company’s issued and outstanding common stock, subject to a discretionary increase in such limitation by the holder to 9.99% upon 61 days’ notice.

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the February 2013 Warrants for the six months ended June 30, 2014:

The February 2013 Warrants	Warrants			Exercise Price
Beginning balance at December 31, 2013		72,046,667		$	0.08
Exchanged Warrants		(72,046,667	)		0.08
Ending balance at June 30, 2014		--		$	--

In June 2008, the FASB issued ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), which was effective for the Company in 2009. This issued guidance requires that derivative instruments be evaluated for certain contingencies and anti-dilution provisions that would affect their equity classification as a derivative under ASC 815, Derivatives and Hedging (ASC 815) and requires the instruments to be classified as liabilities and reported at fair value.

Upon issuance, the February 2013 Warrants and February 2013 SPA Option were not considered indexed to the Company’s own stock and therefore are required to be accounted for as freestanding derivative instruments and classified as a liability. A Monte Carlo simulation was used to estimate the fair value of the February 2013 Warrants and February 2013 SPA Option resulting in grant date fair values of $2,759,000 and $1,211,000, respectively (see Note 10 – Fair Value Measurements). The impact to other income for the change in fair value of the 2013 Warrants for the three and six months ended June 30, 2013 was a gain of $1,626,000 and $742,000, respectively. As of June 30, 2014, the February 2013 Warrants have been settled resulting in no outstanding derivative liability. The impact to other income (expense) for the change in fair value of the February 2013 Warrants for the three and six months ended June 30, 2014 was a gain of $1,501,000 and a gain of $961,000, respectively. On June 12, 2014, the outstanding February 2013 Warrants were exchanged for 48,031,111 shares of common stock pursuant to a warrant exchange agreement. The fair values of the common shares issued were $480,000 and was reclassified as a component of common stock upon the settlement. Of the 48,031,111 shares issued, 11,391,333 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

The Company also assessed the provisions of the Buy-In Share feature of the Rights To Shares Agreement as an embedded derivative pursuant to ASC 815-15, Embedded Derivatives, and has concluded that the feature meets the definition of a derivative and is not clearly and closely related to the Rights To Shares equity host agreement. The Buy-In Shares feature has been bifurcated from the Rights To Shares agreement and accounted for separately. The value of this feature was nominal as of the issuance date and June 30, 2014.

Allocation of SPA Proceeds

The Company first allocated the proceeds of the February SPA to the fair value of the February 2013 Warrants and February 2013 SPA Option. When the issuance costs were considered, the aggregate fair value of the February 2013 Warrants and February 2013 SPA Option exceeded the net proceeds of the February SPA. The Company recorded the difference as a reduction of additional paid in capital.

The February SPA required the Company to use $1,000,000 of the proceeds received from the February SPA for investor relations. The Company engaged an investor relations firm and made an initial payment of $500,000 on the date of the February SPA closing. During the quarters ended September 30, 2013 and December 31, 2013 the Company paid an additional $250,000 and $220,000, respectively. The Company paid the final $30,000 during the three months ended June 30, 2014.

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Note 7 - Total Comprehensive Income (Loss)

6 Months Ended

Jun. 30, 2014

Disclosure Text Block [Abstract]

Comprehensive Income (Loss) Note [Text Block]

7.             Total Comprehensive Income (Loss)

Total comprehensive income (loss) for the three and six months ended June 30, 2014 was $2,340,000 and $(85,000) as compared to $7,956,000 and $147,000 in the three and six months ended June 30, 2013, respectively. Comprehensive income (loss) is comprised of the net income (loss) plus the increase or decrease in the foreign currency translation adjustment.

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Note 8 - Warranty and Preventative Maintenance Costs

6 Months Ended

Jun. 30, 2014

Product Warranties Disclosures [Abstract]

Product Warranty Disclosure [Text Block]

8.            Warranty and Preventative Maintenance Costs

The Company warranties its products against manufacturing defects under normal use and service during the warranty period. The Company evaluates the estimated future unrecoverable costs of warranty and preventative maintenance services for its installed base of products on a quarterly basis and adjusts its warranty reserve accordingly. The Company considers all available evidence, including historical experience and information obtained from supplier audits. There was no warranty liability recorded at June 30, 2014 or December 31, 2013.

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Note 10 - Convertible Notes and Warrants

6 Months Ended

Jun. 30, 2014

Convertible Notes Warrant Liabilities And Fair Value Disclosure [Abstract]

Convertible Notes Warrant Liabilities And Fair Value Disclosure [Text Block]

10.          Convertible Notesand Warrants

Features of the Convertible Notes and Investor Warrants

On February 22, 2011 (the “Original Issue Date”), the Company entered into a Securities Purchase Agreement (“Purchase Agreement”) and a 5% Senior Secured Convertible Debenture Agreement (the “Note Agreement”) with GCP IV LLC (the “Investors” or “Holders”) pursuant to which the Company agreed to issue and sell in a private placement to the Investors an aggregate principal amount of $4,000,000 of convertible notes due February 22, 2014 (the “2011 Convertible Notes”) and warrants to purchase 40,000,000 shares of common stock at $0.15 per share (the “2011 Warrants”). Under the terms of the Purchase Agreement, the Company had the opportunity to raise up to an additional $2,000,000 from the Holders in two separate $1,000,000 tranches, based upon meeting certain operational milestones within certain periods of time. The deadline for achieving the operational milestones for the first $1,000,000 tranche expired in February 2012 without the Company achieving such milestones; however, the Investors agreed to waive both the deadline and the achievement of these milestones as a condition for the investment of the first additional $1,000,000 tranche (the “2012 Convertible Notes”) and issuance of warrants to purchase up to 10,000,000 shares of common stock at $0.15 per share and warrants to purchase up to 10,000,000 shares of common stock at $0.25 per share (the “2012 Warrants”) which was completed on July 2, 2012.  On January 16, 2013 the Company entered into an amendment and waiver to the Purchase Agreement to provide for the issuance of an additional $250,000 of 5% Senior Secured Convertible Debentures (the “Third Tranche Convertible Notes”) maturing on January 16, 2016 and warrants exercisable for a period of five years to purchase up to 2,500,000 shares of common stock at an exercise price of $0.15 per share (the “Third Tranche Warrants”).

The convertible notes and warrants and the Purchase Agreement covering both are secured by a security interest in all assets of the Company and its subsidiaries and all such obligations are guaranteed jointly and severally by the Company's subsidiaries. The convertible notes also contain non-financial covenants which limit the Company and its subsidiaries from incurring subsequent indebtedness, incurring liens, and amending organizational documents, repurchasing or repaying other debt, paying cash dividends and entering into affiliate transactions.

On February 22, 2013, simultaneous with the closing of the February SPA, the Company entered into an Amendment and Waiver Agreement (the “February Amendment and Waiver Agreement”) with the Holder under which the Holder agreed to (a) increase the number of shares exercisable under the 2011 and 2012 Warrants from an aggregate 50,000,000 shares to 81,578,946 shares and to modify both the exercise price and the Volume Weighted Average Price (“VWAP price”) of the 2011 and 2012  Warrants to $0.098 and $0.155, respectively, (b)  return to the Company for forfeiture the remaining warrants previously issued to purchase an aggregate 12,500,000 shares of common stock, (c)  extend the due date for the 2012 Convertible Notes from February 22, 2014 to June 30, 2015, (d) until February 22, 2014, without the prior written consent from the majority of the investors under the February SPA, forbear from declaring any Event of Default (as defined in the original debenture), and (e) relinquish its right to purchase up to an additional $750,000 in debentures under the terms of the original Purchase Agreement.

On September 18, 2013, simultaneous with the closing of the September SPA, the company entered into an Amendment and Waiver Agreement (“the September Amendment and Waiver Agreement”) under which the holders of the term debentures have agreed to (a) extend the payment due date for the interest on the debentures to June 30, 2015, modify the conversion price for the debentures to $0.06, and set the VWAP Price of the warrants originally issued in 2011 and 2012 to $0.3705.

On April 14, 2014 and May 27, 2014, the Company obtained $250,000 in funding through the sale of convertible notes and warrants, respectively. 

As of June 30, 2014 and December 31, 2013, the maturity date principal of convertible debt was $4,994,355 and $4,494,355, respectively, and is due between June 2015 and January 2016. The Company has also accrued approximately $268,000 and $144,000 of interest payable to the convertible note holders at June 30, 2014 and December 31, 2013, respectively. The terms of the individual tranches of convertible notes and warrants issued pursuant to this agreement and the impact of the Amendment and Waiver Agreements are discussed below.

2011 Convertible Notes

The September Amendment and Waiver Agreement extends the payment due date for the interest on the debentures to June 30, 2015. Interest is calculated on the basis of a 360-day year and accrues daily commencing on the Original Issue Date until payment in full of the outstanding principal, together with all accrued and unpaid interest, liquidated damages and other amounts that may become due in connection with the 2011 Convertible Notes, has been made.

The Holders may convert the outstanding principal amount of the Convertible Notes into shares of the Company’s common stock at the conversion price of $0.06 per share as per the September 2013 Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

At any time after February 2012, and upon entering into a change of control transaction or Fundamental Transaction, as defined in the Debenture Agreement, the Company may deliver a notice to the Holders of its irrevocable election to redeem all of the then outstanding principal of the 2011 Convertible Notes for cash in an amount equal to the sum of (a) the greater of (i) the outstanding amount of the 2011 Convertible Notes divided by the conversion price on the date of the mandatory default amount, as defined in the Purchase Agreement, is either (A) demanded or (B) paid in full, whichever has a lower conversion price, multiplied by the VWAP of the date of the mandatory default amount is either (x) demanded or otherwise due or (y) paid in full, whichever has higher VWAP, plus all accrued and unpaid interest, or (ii) 130% of the outstanding principal amount of the Notes, plus 100% of accrued and unpaid interest, and (b) all other amounts, costs, expenses and liquidated damages due under the various agreements covering issuance of the Convertible Notes. Such amount would include the liquidated damages due under the default provision of the Purchase Agreement.

Due to the February 2013 Amendment and Waiver Agreement, the Company is required to repay, in cash, any outstanding principal amount of the 2011 Convertible Notes on June 30, 2015 and is not permitted, except upon entering into a change of control transaction or fundamental transaction as noted above, to prepay any portion of the principal amount without prior written consent of the Holders.

2011 Warrants

On February 22, 2011, in connection with the issuance of the 2011 Convertible Notes, the Company issued warrants for the purchase of up to 40,000,000 shares of common stock at the exercise price of $0.15 per share and with an expiration date of February 22, 2016 (the “2011 Warrants”). On February 22, 2013, as per the terms of the February Amendment and Waiver Agreement, the Company canceled the original warrants and re-issued new warrants for the purchase of up to 65,263,156 shares of common stock at an exercise price of $0.098 per share.

The 2011 Warrants are exercisable by a cashless exercise to purchase shares of the Company’s common stock. The Exercise Price of the 2011 Warrants shall be adjusted in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then Exercise Price.

In connection with a Fundamental Transaction, as defined in the Purchase Agreement, that is an all-cash transaction, the Company shall have the right to purchase from the Holders all, but not less than all, of the unexercised portion of the Warrants by paying in cash to the Holders an amount equal to 30% of the Exercise Price multiplied by the number of shares of Common Stock for which the Warrants are exercisable immediately prior to such change of control transaction. 

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding 2011 warrants by issuing 2/3 of a share for each outstanding warrant.

The following is a summary of the 2011 Warrants outstanding for the six months ended June 30, 2014:

	2011 Warrants			Exercise Price
Beginning balance – December 31, 2013		17,940,780		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(17,940,780	)	$	0.098
Ending Balance – June 30, 2014		--		$	--

2012 Convertible Notes

The 2012 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on July 2, 2015. The 2012 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share as per the September 2013 Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

The 2012 Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

2012 Warrants

On July 2, 2012, in conjunction with the issuance of the 2012 Convertible Notes, the Company issued warrants for the purchase of up to 20,000,000 shares of common stock with five year terms.  The warrants were issued to allow the Investors to purchase up to 10,000,000 shares of common stock at an initial purchase price of $0.15 per share and the remaining 10,000,000 shares of common stock at an initial purchase price of $0.25 per share. The terms of the 2012 Warrants are identical to those of the 2011 Warrants, except that the 2012 Warrants are exercisable for a period of five years from the date of issuance and contain different exercise prices. On February 22, 2013, as per the terms of the February Amendment and Waiver Agreement, the Company canceled the original warrants and re-issued new warrants for the purchase of up to 16,315,790 shares of common stock at an initial purchase price of $0.098. 

On June 12, 2014, the Company entered into an agreement with the warrant holders to settle the outstanding 2012 Warrants by issuing 2/3 of a common share for each outstanding warrant.

The following is a summary of the 2012 Warrants outstanding at June 30, 2014:

	2012 Warrants			Exercise Price
Beginning balance at December 31, 2013		7,065,255		$	0.098
Less: Canceled		--			--
Add: Issued		--			--
Less: Warrants exchanged for common stock upon settlement		(7,065,255	)	$	0.098
Ending balance at June 30, 2014		--		$	--

Third Tranche Convertible Notes

The Third Tranche Convertible Notes, which were issued on January 16, 2013, contain the same terms as the 2011 and 2012 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture on January 16, 2016.  The Third Tranche Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the outstanding Third Tranche balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

The Third Tranche Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 and 2012 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

Third Tranche Warrants

On January 16, 2013, in connection with the Third Tranche Convertible Notes, the Company issued warrants for the purchase of up to 2,500,000 shares of common stock with five year terms.  The warrants were issued to allow the Investors to purchase up to 2,500,000 shares of common stock at an initial purchase price of $0.15 per share. On February 22, 2013, per the terms of the Amendment and Waiver Agreement, the Third Tranche Warrants were canceled.

April 2014 Convertible Notes

On April 14, 2014, the Company entered into an Amendment and Waiver Agreement (the “April Amendment and Waiver Agreement”) to the Securities Purchase Agreement dated February 22, 2011, and as further amended in July 2012, January 2013, February 2013 and September 2013. The April Amendment and Waiver Agreement reestablished the availability and extended the period of time in which the remaining funds under the third closing (up to $750,000) could be sold. The April Amendment and Waiver Agreement also waived certain corporate milestones and conditions to necessary to complete the third closing and waived any defaults under the terms of the Purchase Agreement.

In connection with the April Amendment and Waiver Agreement, the Company issued and sold to GCP IV LLC (i) a 5% Senior Secured Convertible Debenture of the Company (the “April 2014 Notes”) with a principal amount of $250,000, and (ii) a Common Stock Purchase Warrant to purchase up to 4,166,667 shares of the Company’s common stock at an initial exercise price of $0.09 per share (the “April 2014 Warrants”), for a total purchase price of $250,000.

The April 2014 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on July 2, 2015. The April 2014 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share as per the April Amendment and Waiver Agreement. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

The April 2014 Convertible Notes may be redeemed at the option of the Company on the same terms as the 2011 Convertible Notes only in connection with a change of control or other fundamental transaction of the Company and subject to the satisfaction of other conditions including, without limitation, that the shares issuable upon conversion of the debentures are freely tradable and that there is no event of default.  

April 2014 Warrants

On April 14, 2014, in connection with the April Convertible Notes, the Company issued warrants for the purchase of up to 4,166,667 shares of the common stock with five year terms at an exercise price of $0.09 per share. The April 2014 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the Warrant Shares. The exercise price is adjustable for certain dilutive issuances, including issuances of securities at an effective price per share lower than the exercise price, rights offerings, mergers or sales of assets and certain other customary anti-dilution provisions.

- 17 -

The following is a summary of the April 2014 Warrants outstanding at June 30, 2014:

	April 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

May 2014 Convertible Notes

On May 27, 2014, in connection with an additional Third Closing (as defined in the Purchase Agreement) under that certain Securities Purchase Agreement, dated as of February 22, 2011, as amended by each of those certain Amendments and Waivers dated July 2, 2012, January 16, 2013, September 18, 2013 and April 14, 2014, the Company issued and sold to GCP IV LLC, and GCP purchased from the Company, (i) a 5% Senior Secured Convertible Debenture of the Company with a principal amount of $250,000 (the “May 2014 Convertible Notes”), and (ii) a Common Stock Purchase Warrant to purchase up to 4,166,667 shares of the Company’s common stock at an initial exercise price of $0.09 per share (the “May 2014 Warrant”), for a total purchase price of $250,000.

The May 2014 Convertible Notes contain the same terms as the 2011 Convertible Notes and require payment of interest at the rate of 5% per annum, payable upon the maturation of the debenture and mature on January 16, 2016. The May 2014 Convertible Notes provide the Investors the option at any time prior to the repayment of the notes to convert any portion of the balance into fully-paid and non-assessable restricted shares of common stock of the Company at a conversion price of $0.06 per share. The conversion price is subject to adjustment in the event of (a) stock splits, stock dividends, combinations, reclassifications, mergers, consolidations, distributions of assets or evidence of indebtedness, sales or transfers of substantially all assets, share exchanges or similar events, and (b) certain dilutive issuances of (i) common stock or (ii) common stock equivalents at an effective price per share that is lower than the then conversion price.

May 2014 Warrants

On May 27, 2014, in connection with the May 2014 Convertible Notes, the Company issued warrants for the purchase of up to 4,166,667 shares of the common stock with five year terms at an exercise price of $0.09 per share. The May 2014 Warrants may be exercised on a cashless basis if there is no effective registration statement registering the Warrant Shares. The exercise price is adjustable for certain dilutive issuances, including issuances of securities at an effective price per share lower than the exercise price, rights offerings, mergers or sales of assets and certain other customary anti-dilution provisions.

The following is a summary of the May 2014 Warrants outstanding at June 30, 2014:

	May 2014 Warrants		Exercise Price
Beginning balance at December 31, 2013		--	$	--
Less: Canceled		--		--
Add: Issued		4,166,667		0.09
Less: Exercised		--		--
Ending balance at June 30, 2014		4,166,667	$	0.09

 Accounting for the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes, May 2014 Convertible Notes, 2011 Warrants, 2012 Warrants, Third Tranche Warrants, April 2014 Warrants and May 2014 Warrants

2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes

The Company has determined that the 2011 Convertible Notes, 2012 Convertible Notes, Third Tranche Convertible Notes, April 2014 Convertible Notes and May 2014 Convertible Notes constitute hybrid instruments that have the characteristics of a debt host contract containing several embedded derivative features that would require bifurcation and separate accounting as a derivative instrument pursuant to the provisions of ASC 815. The Company has identified all of the derivatives associated with each convertible note. As permitted under ASC 825-10-10 – Financial Instruments, as it relates to the fair value option, the Company has elected, as of the original issuance date of each convertible note, to measure the 2011 Convertible Notes, 2012 Convertible Notes, the Third Tranche Convertible Notes, the April 2014 Convertible Notes and the May 2014 Convertible Notes in their entirety at fair value with changes in fair value recognized in the Condensed Consolidated Statements of Operations as either a gain or loss until the notes are settled. As such, the Company has appropriately valued the embedded derivatives as a single hybrid contract together with the convertible notes. This election was made by the Company after determining the aggregate fair value of the convertible notes to be more meaningful in the context of the Company’s financial statements than if separate fair values were assigned to each of the multiple embedded instruments contained in the convertible notes.

Pursuant to the guidance of ASC 815-40-15 (formerly EITF 07-5, Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity’s Own Stock), the 2011 Warrants, 2012 Warrants, Third Tranche Warrants, April 2014 Warrants and May 2014 Warrants were not considered indexed to the Company’s own stock. As a result these instruments have been account for as freestanding derivative instruments and classified as a liability recorded at fair value at each reporting period.

The February 2013 and September 2013 Amendment and Waiver Agreements triggered greater than 10% changes in the present value of cash flows of the convertible notes and associated warrants. As a result, the Company has treated the Amendment and Waiver Agreements as debt extinguishments where the carrying value of the convertible notes and warrants prior to the amendments were removed from the Company’s books and the fair value of the amended convertible notes and warrants was recorded. The resulting difference in value was recorded as an aggregate $1,283,000 loss on the extinguishment of debt during the six months ended June 30, 2013. The impact to each of the convertible notes and associated warrants is discussed below.

2011 Convertible Notes and 2011 Warrants

Upon issuance of the 2011 Convertible Notes, the Company allocated the proceeds received to the 2011 Convertible Notes and 2011 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Notes to be $3,208,000. The debt discount in the amount of $792,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the 2011 Convertible Notes.  The carrying value of the 2011 Convertible Notes has been adjusted to fair value each reporting period. 

The Company accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the 2011 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2011 Convertible Notes, resulting in a fair value of $6,070,000 as of February 22, 2013. In connection with the extinguishment of the debt as of February 22, 2013, the Company had amortized $38,000 of the debt discount and wrote off the remaining debt discount of $265,000.

The Company has also accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the 2011 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2011 Convertible Notes, resulting in a fair value of $4,920,000 as of September 18, 2013.

As of June 30, 2013 and 2014, the 2011 Convertible Notes have been marked to fair value resulting in a derivative liability of $4,380,000 and $3,010,000, respectively. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $3,107,000 and $354,000 respectively, and a gain of $480,000 and $280,000, respectively.

As a result of the February 2013 Amendment and Waiver Agreement the carrying value of the 2011 Warrants was adjusted at February 22, 2013 to reflect the revised terms. As of June 30, 2013, the 2011 Warrants have been marked to fair value resulting in a derivative liability of $1,809,000. As of June 30, 2014, the 2011 Warrants have been fully settled resulting in no derivative liability. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $2,118,000 and $104,000, respectively, and a gain of $238,000 and a gain of $59,000, respectively.

On June 12, 2014, the outstanding 2011 warrants were exchanged for 11,960,520 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $120,000 and was reclassified as a component of common stock upon the settlement. Of the 11,960,250 shares issued, 6,882,287 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

During the three and six months June 30, 2013, certain holders of the 2011 Warrants exercised warrants to purchase 17,940,780 shares of common stock pursuant to the cashless exercise provisions resulting in the issuance of 12,020,323, shares of the Company’s common stock. The cashless exercise resulted in the reclassification of $359,000 in the exercise date fair value of the 2011 Warrants exercised as a component of the common stock balance within stockholders’ equity in the consolidated balance sheet.

2012 Convertible Notes and 2012 Warrants

Upon issuance of the 2012 Convertible Notes, the Company allocated the proceeds received to the Second Tranche Convertible Notes and 2012 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Second Tranche Convertible Notes to be $417,000.  The debt discount in the amount of $583,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the 2012 Convertible Notes. The carrying value of the 2012 Convertible Notes has been adjusted to fair value each reporting period.

The Company has accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the 2012 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2012 Convertible Notes, resulting in a fair value of $1,516,000 as of February 22, 2013. In connection with the extinguishment of debt as of February 22, 2013, the Company had amortized $55,000 of the debt discount and wrote off the remaining debt discount of $462,000.

The Company has also accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the 2012 Convertible Notes prior to the extinguishment was replaced by the fair value of the amended 2012 Convertible Notes, resulting in a fair value of $1,390,000 as of September 18, 2013. As of June 30, 2013 and 2014, the 2012 Convertible Notes have been marked to fair value resulting in a derivative liability of $1,180,000 and $930,000, respectively. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $620,000 and $463,000, respectively and a gain of $200,000 and a gain of $80,000, respectively.  

As a result of the February 2013 Amendment and Waiver Agreement the carrying value of the 2012 Warrants was adjusted at February 22, 2013 to reflect the revised terms. As of June 30, 2014, the 2012 Warrants have been settled resulting in no outstanding derivative liabilities. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2013 and 2014 was a gain of $979,000 and $21,000, respectively, and a gain of $112,000 and $94,000, respectively.

On June 12, 2014, the outstanding 2012 warrants were exchanged for 4,710,170 shares of common stock pursuant to a warrant exchange agreement. The fair value of the common shares issued was $47,000 and was reclassified as a component of common stock upon the settlement. Of the 4,710,170 shares issued, 4,710,170 shares were reserved for future issuance under a Rights to Shares agreement. No additional consideration will be received and the Company must deliver the shares within three days or request.

During the three and six months June 30, 2013, certain holders of the 2012 Warrants exercised warrants to purchase 7,065,255 shares of common stock pursuant to the cashless exercise provisions resulting in the issuance of 4,733,721, shares of the Company’s common stock. The cashless exercise resulted in the reclassification of $159,000 in the exercise date fair value of the 2012 Warrants exercised as a component of the common stock balance within stockholders’ equity in the consolidated balance sheet.

Third Tranche Convertible Notes and Third Tranche Warrants

Upon issuance of the Third Tranche Convertible Notes in January 2013, the Company allocated the proceeds received to the Third Tranche Convertible Notes and Third Tranche Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the Third Tranche Convertible Notes to be $142,000.  The Third Tranche Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $394,000. The debt discount in the amount of $108,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible Notes.

The Company has accounted for the February 2013 Amendment and Waiver Agreement as an extinguishment of debt at February 22, 2013. The fair value of the Third Tranche Convertible Notes prior to the extinguishment was replaced by the fair value of the amended Third Tranche Convertible Notes, resulting in a fair value of $386,000 as of February 22, 2013. In connection with the extinguishment of debt as of February 22, 2013, the Company had amortized $2,000 of the debt discount and wrote off the remaining debt discount of $106,000.

The Company has accounted for the September 2013 Amendment and Waiver Agreement as an extinguishment of debt at September 18, 2013. The fair value of the Third Tranche Convertible Notes prior to the extinguishment was replaced by the fair value of the amended Third Tranche Convertible Notes, resulting in a fair value of $361,000 as of September 18, 2013. As of June 30, 2014, the Third Tranche Convertible Notes have been marked to fair value resulting in a derivative liability of $232,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a gain of $52,000 and $5,000 respectively.

Upon issuance of the Third Tranche Warrants, the Company allocated $108,000 of the initial proceeds to the Third Tranche Warrants and immediately marked them to fair value resulting in a derivative liability of $300,000.  The Third Tranche Warrants were canceled during 2013.

April 2014 Convertible Notes and April 2014 Warrants

Upon issuance of the April 2014 Convertible Notes in April 2014, the Company allocated the proceeds received to the April 2014 Convertible Notes and April 2014 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the April 2014 Convertible Notes to be $205,000. The April 2014 Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $261,000. The debt discount in the amount of $45,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible notes. The carrying value of the April 2014 Convertible Notes has been adjusted to fair value each reporting period. 

As of June 30, 2014, the April 2014 Convertible Notes have been marked to fair value resulting in a derivative liability of $242,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a loss of $29,000 and $29,000, respectively. The Company amortized $8,000 of debt discount of the April 2014 Convertible Notes to interest expense for the three and six months ended June 30, 2014, respectively.

Upon issuance of the April 2014 Warrants, the Company allocated $45,000 of the initial proceeds to the April 2014 Warrants and immediately marked them to fair value resulting in a derivative liability of $58,000.  As of June 30, 2014, the April 2014 Warrants have been marked to fair value resulting in a derivative liability of $4,000. The impact to other income (expense) for the three and six months ended June 30, 2013 was a gain of $41,000 and $41,000, respectively.

May 2014 Convertible Notes and May 2014 Warrants

Upon issuance of the May 2014 Convertible Notes in May 2014, the Company allocated the proceeds received to the May 2014 Convertible Notes and May 2014 Warrants on a relative fair value basis. As a result of such allocation, the Company determined the initial carrying value of the May 2014 Convertible Notes to be $247,000. The May 2014 Convertible Notes were immediately marked to fair value, resulting in a derivative liability in the amount of $254,000. The debt discount in the amount of $3,000 (resulting from the allocation of proceeds) was being amortized to interest expense using the effective interest method over the expected term of the Convertible notes. The carrying value of the May 2014 Convertible Notes has been adjusted to fair value each reporting period. 

As of June 30, 2014, the May 2014 Convertible Notes have been marked to fair value resulting in a derivative liability of $239,000. The impact to other income (expense) for the adjustments to fair value for the three and six months ended June 30, 2014 was a gain of $8,000. The Company amortized $200 of debt discount of the May 2014 Convertible Notes to interest expense for the three and six months ended June 30, 2014, respectively.

Upon issuance of the May 2014 Warrants, the Company allocated $3,000 of the initial proceeds to the May 2014 Warrants and immediately marked them to fair value resulting in a derivative liability of $3,000.  As of June 30, 2014, the May 2014 Warrants have been marked to fair value resulting in a derivative liability of $6,000. The impact to other income (expense) for the three and six months ended June 30, 2013 was a loss of $3,000 and $3,000, respectively.

XML

Note 6 - Earnings per Share (Details) - Summary of Earnings Per Share (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Summary of Earnings Per Share [Abstract]
Net income (loss) (in Dollars)	$ 2,329	$ 7,946	$ (85)	$ 137
Change in fair value of warrants (in Dollars)		(3,097)
Change in fair value of convertible note (in Dollars)	(711)	(3,177)
Interest expense on convertible notes (in Dollars)	71	62
Net income (loss) available to common stockholders, plus assumed conversions (in Dollars)	$ 1,689	$ 1,734	$ (85)	$ 137
Basic weighted-average shares outstanding	135,093	63,922	130,074	52,858
Convertible notes	83,239	49,500
Right to shares	69,760	7,000		7,000
Warrants		17,304
Stock Options		38		102
Weighted-average shares-diluted	288,092	137,764	130,074	59,960
Net income per share - basic (in Dollars per share)	$ 0.01	$ 0.12	$ 0.00	$ 0.00
Net income per share - diluted (in Dollars per share)	$ 0.01	$ 0.01	$ 0.00	$ 0.00

XML

Note 11 - Fair Value Measures (Details) - Fair Value Monte Carlo Simulation Model April and May 2014 Warrants (USD $)	0 Months Ended		3 Months Ended	1 Months Ended
	Jan. 16, 2013	Apr. 14, 2014 April 2014 Warrants [Member]	Jun. 30, 2014 April 2014 Warrants [Member]	Jun. 30, 2014 May 2014 Warrants [Member]	May 27, 2014 May 2014 Warrants [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price	$ 0.15	$ 0.0375	$ 0.01	$ 0.01	$ 0.01
Exercise Price	$ 0.15	$ 0.09	$ 0.09	$ 0.09	$ 0.09
Expected Life (in years)	5 years	5 years	4 years 288 days	4 years 332 days	5 years
Stock Volatility	110.00%	100.00%	120.00%	120.00%	100.00%

XML

Note 3 - Inventories (Tables)

6 Months Ended

Jun. 30, 2014

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

	June 30, 2014		December 31, 2013
Raw materials	$	87	$	80
Finished goods		14		37
	$	101	$	117

XML

Note 11 - Fair Value Measures (Tables)

6 Months Ended

Jun. 30, 2014

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	December 31,		Assets		Inputs		Inputs
Description	2013		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,537,000	$	—	$	—	$	4,537,000
Warrant liabilities	$	2,680,000	$	—	$	—	$	2,680,000
Total Liabilities	$	7,217,000	$	—	$	—	$	7,217,000

			Fair Value Measurements at Reporting Date Using:
			Quoted Prices
			in Active		Significant
			Markets for		Other		Significant
	Balance as of		Identical		Observable		Unobservable
	June 30,		Assets		Inputs		Inputs
Description	2014		(Level 1)		(Level 2)		(Level 3)
Liabilities
Convertible notes	$	4,653,000	$	—	$	—	$	4,653,000
Warrant liabilities	$	10,000	$	—	$	—	$	10,000
Total Liabilities	$	4,663,000	$	—	$	—	$	4,663,000

Fair Value, by Balance Sheet Grouping [Table Text Block]

	Fair Value of 2011 Convertible Notes			Fair Value of 2011 Warrant Liabilities			Fair Value of 2012 Convertible Notes			Fair Value of 2012 Warrant Liabilities			Fair Value of Third Tranche Convertible Notes			Fair Value of Third Tranche Warrant Liabilities			February 2013 Warrants			February 2013 SPA Option			September 2013 Warrants			September 2013 SPA Options			April 2014 Notes			April 2014 Warrants			May 2014 Notes			May 2014 Warrants		Total
Balance December 31, 2012	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	11,898,000
Allocation of initial proceeds	$	—		$	—		$	—		$	—		$	142,000		$	108,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	250,000
Initial fair value adjustment	$	—		$	—		$	—		$	—		$	252,000		$	192,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	444,000
January 16, 2013	$	6,510,000		$	2,000,000		$	1,588,000		$	1,800,000		$	394,000		$	300,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	12,592,000
Amortization of debt discount	$	38,000		$	—		$	55,000		$	—		$	2,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	95,000
Fair value adjustment	$	(370,000	)	$	—		$	(72,000	)	$	—		$	(8,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(450,000	)
Carrying value of old debt at modification	$	(6,178,000	)	$	—		$	(1,571,000	)	$	—		$	(388,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(8,137,000	)
Fair value of new debt at modification	$	6,070,000		$	—		$	1,516,000		$	—		$	386,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	7,972,000
Modification of warrants	$	—		$	1,916,000		$	—		$	632,000		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	2,548,000
Cancellation/retirement of warrants	$	—		$	—		$	—		$	(800,000	)	$	—		$	(300,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,100,000	)
Fair value of instruments at issuance	$	—		$	—		$	—		$	—		$	—		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	3,970,000
February 22, 2013	$	6,070,000		$	3,916,000		$	1,516,000		$	1,632,000		$	386,000		$	—		$	2,759,000		$	1,211,000		$	—		$	—		$	—		$	—		$	—		$	—	$	17,490,000
Exercise of warrants	$	—		$	(1,731,000	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—	$	(1,731,000	)
Conversion of debentures	$	(450,000	)																																							$	(450,000	)
Fair value adjustment	$	(1,240,000	)	$	(376,000	)	$	(336,000	)	$	(653,000	)	$	( 91,000	)	$	—		$	(742,000	)	$	(807,000	)	$	—		$	—		$	—		$	—		$	—		$	—	$	(4,245,000	)
June 30, 2013		4,380,000			1,809,000		$	1,180,000		$	979,000		$	295,000		$	—		$	2,017,000		$	404,000		$	--		$	--		$	--		$	--		$	--		$	--	$	11,064,000
Balance at December 31, 2013	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	—		$	1,441,000		$	--		$	627,000		$	292,000		$	--		$	--		$	--		$	--	$	7,217,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	205,000			45,000		$	--		$	--	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			56,000			13,000		$	--		$	--	$	69,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	--		$	--		7,536,000
Allocation of initial proceeds	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	247,000-		$	3,000	$	250,000
Initial fair value adjustment	$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--		$	--			--		$	7,000		$	--	$	7,000
Balance at April 14, 2014	$	3,290,000		$	179,000		$	1,010,000		$	141,000		$	237,000		$	--		$	1,441,000		$	--		$	627,000		$	292,000		$	261,000		$	58,000		$	254,000		$	3,000	$	7,793,000
Amortization of Debt Discount	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	8,000		$	—		$	—		$	—	$	8,000
Settlement of warrants	$	—		$	(120,000	)	$	—		$	(47,000	)	$	—		$	—		$	(480,000	)	$	—		$	(204,000	)	$	—		$	—		$	—		$	—		$	—	$	(851,000	)
Fair value adjustment	$	(280,000	)	$	(59,000	)	$	(80,000	)	$	(94,000	)	$	(5,000	)	$	—		$	(961,000	)	$	—		$	(423,000	)	$	(292,000	)		(27,000	)		(54,000	)		(15,000	)	$	3,000	$	(2,287,000	)
June 30, 2014	$	3,010,000		$	--		$	930,000		$	--		$	232,000		$	—		$	--		$	—		$	--		$	--		$	242,000		$	4,000		$	239,000		$	6,000	$	4,663,000

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.14		$	0.10
Exercise Price	$	0.15		$	0.15
Expected Life (in years)		0.75			0.39
Stock Volatility		110	%		110	%
Risk-Free Rate		0.15	%		0.07	%
Dividend Rate		0	%		0	%
Outstanding Shares of Common Stock		73,042,764			79,947,066

Input	February 22, 2013			June 30, 2013
Stock Price	$	0.10		$	0.11
Exercise Price	$	0.20		$	0.20
Expected Life (in years)		5.00			5.0
Stock Volatility		110	%		110	%
Risk-Free Rate		1.158	%		1.633	%
Number of Steps		100,000			100,000

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		4.72
Stock Volatility		100	%
Risk-Free Rate		1.61	%
Number of Steps		100,000

Input	December 31, 2013
Stock Price (simulated)	$	0.04
Exercise Price	$	0.08
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Number of Steps		10,000

September 2013 SPA Option [Member] | Monte Carlo Simulation Model [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	December 31, 2013
Stock Price	$	0.04
Exercise Price	$	0.06
Expected Life (in years)		0.463
Stock Volatility		100	%
Risk-Free Rate		0.10	%
Dividend Rate		0	%
Outstanding Shares of Common Stock		160,664,862

Black-Sholes-Merton Option Pricing Model [Member] | Warrant [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		3.00			2.65			2.15
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.40	%		0.31	%		0.21	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.15		$	0.098		$	0.098
Expected Life (in years)		4.38			4.01			3.50
Stock Volatility		100	%		100	%		100	%
Risk-Free Rate		0.70	%		1.04	%		1.02	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

Black-Sholes-Merton Option Pricing Model [Member] | Third Tranche Warrants [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	January 16, 2013
Stock Price	$	0.15
Exercise Price	$	0.15
Expected Life (in years)		5
Stock Volatility		110	%
Risk-Free Rate		0.75	%
Dividend Rate		0
Outstanding Shares of Common Stock		32,434,430

Monte Carlo Simulation Model [Member] | February 2013 Warrants [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.12		$	0.09		$	0.04
Exercise Price	$	0.20		$	0.20		$	0.08
Expected Life (in years)		5			4.65			4.15
Stock Volatility		110	%		110	%		100	%
Risk-Free Rate		0.84	%		1.28	%		1.34	%
Number of Steps		100,000			100,000			100,000
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862

2014 Warrants [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	April 14, 2014			June 30, 2014
Stock Price	$	0.0375		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.79
Stock Volatility		100.0	%		120.0	%

Input	May 27, 2014			June 30, 2014
Stock Price	$	0.01		$	0.01
Exercise Price	$	0.09		$	0.09
Expected Life (in years)		5.00			4.91
Stock Volatility		100.0	%		120.0	%

Proposed Merger Transaction [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.00
Stock Volatility		110	%
Risk-Free Rate		0.1	%
Dividend Rate		0	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

Input	June 30, 2014
Stock Price (simulated)	$	0.01
Strike Price	$	0.06
Expected remaining term (in years)		1.54
Stock Volatility		110	%
Risk-Free Rate		0.3	%
Dividend Rate		0.00	%
Effective discount rate		32.5	%
Probability of forced redemption or transaction event		20% - 90	%

Input	April 14, 2014			June 30, 2014
Stock Price (simulated)	$	0.0375			0.01
Strike Price	$	0.06			0.06
Expected remaining term (in years)		1.22			1.01
Stock Volatility		100	%		110.0	%
Risk-Free Rate		0.2	%		0.1	%
Dividend Rate		0.00	%		0.00	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 50.0	%		20.0% - 90.0	%

Input	May 27, 2014			June 30, 2014
Stock Price (simulated)		0.01			0.01
Strike Price		0.06			0.06
Expected remaining term (in years)		1.64			1.54
Stock Volatility		100.0	%		110.0	%
Risk-Free Rate		0.3	%		0.3	%
Dividend Rate		0.0	%		0.0	%
Effective discount rate		32.5	%		32.5	%
Probability of forced redemption or transaction event		20.0% - 90.0	%		20.0% - 90.0	%

Convertible Notes [Member]

Note 11 - Fair Value Measures (Tables) [Line Items]

Fair Value Inputs, Liabilities, Quantitative Information [Table Text Block]

Input	February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Strike Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.00			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.25	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

Input	February 22, 2013			March 30, 2013			December 31, 2013
Stock Price	$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		2.35			2.01			1.50
Stock Volatility		100	%		100	%		95	%
Risk-Free Rate		0.32	%		0.36	%		0.26	%
Dividend Rate		0	%		0	%		0	%
Outstanding Shares of Common Stock		59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		19.6	%
Probability of forced redemption		20	%		20	%		20	%

Input	January 16, 2013			February 22, 2013			June 30, 2013			December 31, 2013
Stock Price	$	0.15		$	0.14		$	0.10		$	0.04
Exercise Price	$	0.10		$	0.10		$	0.10		$	0.06
Expected remaining term (in years)		3			2.90			2.55			2.04
Stock Volatility		100	%		100	%		100	%		95	%
Risk-Free Rate		0.36	%		0.39	%		0.52	%		0.40	%
Dividend Rate		0	%		0	%		0	%		0	%
Outstanding Shares of Common Stock		32,434,430			59,576,097			66,480,399			160,664,862
Effective discount rate		13.2	%		13.2	%		13.2	%		21.3	%
Probability of forced redemption		20	%		20	%		20	%		20	%

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Note 11 - Fair Value Measures (Details) - Fair Value Estimates of Warrants and Options (USD $)	0 Months Ended	12 Months Ended				2 Months Ended	4 Months Ended	2 Months Ended	4 Months Ended
	Jan. 16, 2013	Dec. 31, 2013 September 2013 Warrants [Member] Monte Carlo Simulation Model [Member]	Dec. 31, 2013 September 2013 SPA Option [Member] Monte Carlo Simulation Model [Member]	Dec. 31, 2013 September 2013 SPA Option [Member] Black-Sholes-Merton Option Pricing Model [Member]	Dec. 31, 2013 September 2013 SPA Option [Member]	Feb. 22, 2013 Monte Carlo Simulation Model [Member]	Jun. 30, 2013 Monte Carlo Simulation Model [Member]	Feb. 22, 2013 Black-Sholes-Merton Option Pricing Model [Member]	Jun. 30, 2013 Black-Sholes-Merton Option Pricing Model [Member]
Fair Value Inputs, Liabilities, Quantitative Information [Line Items]
Stock Price (in Dollars per share)	$ 0.15	$ 0.04	$ 0.04		$ 0.04	$ 0.10	$ 0.11	$ 0.14	$ 0.10
Exercise Price (in Dollars per share)	$ 0.15	$ 0.08	$ 0.08		$ 0.06	$ 0.20	$ 0.20	$ 0.15	$ 0.15
Expected Life (in years)	5 years	4 years 262 days		168 days	168 days	5 years	5 years	9 months	142 days
Stock Volatility	110.00%	100.00%	100.00%		100.00%	110.00%	110.00%	110.00%	110.00%
Risk-Free Rate	0.75%	1.61%		0.10%	0.10%	1.158%	1.633%	0.15%	0.07%
Number of Steps		100,000	10,000			100,000	100,000

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Note 10 - Convertible Notes and Warrants (Details) - Summary of Warrants Outstanding (USD $)	2 Months Ended	12 Months Ended		6 Months Ended			6 Months Ended			6 Months Ended
	Feb. 22, 2013 2011 Warrants [Member]	Dec. 31, 2013 2011 Warrants [Member]	Feb. 22, 2011 2011 Warrants [Member]	Jun. 30, 2014 2012 $0.15 Warrants [Member]	Dec. 31, 2013 2012 $0.15 Warrants [Member]	Jul. 02, 2012 2012 $0.15 Warrants [Member]	Jun. 30, 2014 April 2014 Warrants [Member]	May 27, 2014 April 2014 Warrants [Member]	Apr. 14, 2014 April 2014 Warrants [Member]	Jun. 30, 2014 May 2014 Warrants [Member]	May 27, 2014 May 2014 Warrants [Member]	Apr. 14, 2014 May 2014 Warrants [Member]
Class of Warrant or Right [Line Items]
Balance		17,940,780	40,000,000		7,065,255		4,166,667		4,166,667	4,166,667
Exercise Price (in Dollars per Item)	$ 0.098	$ 0.098	$ 0.15		$ 0.098	$ 0.15	$ 0.09	$ 0.09	$ 0.09	$ 0.09	$ 0.09	$ 0.09
Add: Issued	65,263,156						4,166,667			4,166,667
Exercise price of warrants issued							$ 0.09			$ 0.09
Less: Warrants exchanged for common stock upon settlement		(17,940,780)		(7,065,255)
Exercise Price of warrants exchanged for common stock upon settlement		$ 0.098		$ 0.098

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Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2014	Jun. 30, 2013	Jun. 30, 2014	Jun. 30, 2013
Net income (loss)	$ 2,329,000	$ 7,946,000	$ (85,000)	$ 137,000
Other comprehensive income:
Foreign currency translation adjustments	11,000	10,000	0	10,000
Other comprehensive income	11,000	10,000	0	10,000
Comprehensive income (loss)	$ 2,340,000	$ 7,956,000	$ (85,000)	$ 147,000

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Note 4 - Stock-Based Compensation

6 Months Ended

Jun. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

4.            Stock-Based Compensation

Stock Option Plans

In May 2005, the Company’s shareholders approved the 2005 Stock Incentive Plan (the “2005 Plan”). Incentive stock options are issuable only to employees of the Company, while non-qualified stock options may be issued to non-employee directors, consultants and others, as well as to employees. Under the 2005 Plan, the per share exercise price of incentive stock options may not be less than the fair market value of the common stock on the date the option is granted. The 2005 Plan provides that the Company may not grant non-qualified stock options at an exercise price less than 85% of the fair market value of the Company’s common stock.

In June 2013, the Company’s shareholders approved the 2013 Stock Incentive Plan (the “2013 Plan”). The 2013 Plan allows for an additional 11,382,600 incentive stock options which may be issued to non-employee directors, consultants and others, as well as to employees. Under the 2013 Plan, the per share exercise price of incentive stock options may not be less than the fair market value of the common stock on the date the option is granted. The 2013 Plan provides that the Company may not grant non-qualified stock options at an exercise price less than 85% of the fair market value of the Company’s common stock.

The Company grants stock options to its non-employee directors. New non-employee directors receive an initial grant of an option to purchase shares of the Company’s common stock that generally vest in quarterly installments over three years. Once the initial grant has fully vested, non-employee directors (other than the Chairman of the Board) receive an annual grant of an option to purchase additional shares of the Company’s common stock that generally will vest in four equal quarterly installments. The Chairman of the Board receives an annual grant of an option to purchase 45,000 shares of the Company’s common stock that generally vests in four equal quarterly installments. All such options have an exercise price equal to the fair market value of the Company’s common stock on the date of grant.

During the six months ended June 30, 2014, the Company did not grant any options to purchase shares of the Company’s common stock. During the three and six months ended June 30, 2014, 2,512,000 options to purchase shares of the Company’s common stock previously issued under the 2005 plan expired upon reaching the end of their contractual life.

During the year ended December 31, 2013, the Company granted options to employees to purchase 5,050,000 shares of the Company’s common stock, which vest ratably over a three year period. Certain of these grants were issued to former employees to replace 502,000 options that were cancelled during the year ended December 31, 2013. Additionally, the Company granted 589,000 options to non-employee directors that vest quarterly over a one year period.

During the year ended December 31, 2013, the Company issued an aggregate of 416,668 shares of restricted common stock to Garden State Securities, Inc. and JFS Investments, Inc. in exchange for certain investor relations and related consulting services to the Company.  These shares vested immediately but were restricted from being sold for a period of six months from the date of issuance.  The contracts with Garden State Securities, Inc. and JFS Investments, Inc. terminated in February 2013. No further stock issuances will occur under these agreements. The issuance of these shares resulted in recording $56,000 of compensation expense during the six months ended June 30, 2013.

As of June 30, 2014, there were 3,829,000 shares of common stock available to be granted under the 2005 Plan, and 6,266,000 shares of common stock available to be granted under the 2013 Plan.

The following is a summary of option activity under all plans (in thousands, except per option data):

	Number of Options			Weighted Average Exercise Price		Average Remaining Contractual Life (Years)		Aggregate Intrinsic Value
Outstanding, December 31, 2013	$	10,086		$	0.15
Granted		--			--
Exercised		--			--
Forfeited		--			--
Expired		(2,512	)		0.24
Cancelled		--			--
Outstanding, June 30, 2014		7,574			0.12		6.79		--
Exercisable, June 30, 2014		3,352			0.15		3.97		--

Stock-Based Compensation Expense

The Company recorded compensation expense related to stock options of $48,000 and $97,000 in the three and six months ended June 30, 2014, respectively, as compared to $11,000 and $22,000 in the three and six months ended June 30, 2013, respectively. The Company also recorded compensation expense of $0 and $55,000 related to the issuance of restricted common shares during the three and six months ended June 30, 2013. As of June 30, 2014, the Company had $255,000 of total unrecognized compensation cost related to its unvested options, which is expected to be recognized over a weighted average period of 1.33 years.

Stock Purchase Plan

The Company has a 2000 Employee Stock Purchase Plan (the “Purchase Plan”) for all eligible employees whereby shares of the Company’s common stock may be purchased at six-month intervals at 95% of the average of the closing bid and ask prices of the Company’s common stock on the last business day of the relevant plan period. Employees may purchase shares having a value not exceeding 10% of their gross compensation during an offering period, subject to certain additional limitations. There was no activity during the three and six months ended June 30, 2014 or 2013. At June 30, 2014, 294,461 shares were reserved for future issuance under the Purchase Plan.

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Note 12 - Commitments (Tables)

6 Months Ended

Jun. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Year	Future Minimum Lease Payments
2014	$	22
2015		45
2016		48
2017		33
Total	$	148

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Note 9 - Sale of Common Stock (Details) - Summary of SPA Options (USD $)	0 Months Ended	6 Months Ended
	Jan. 01, 2014	Jun. 30, 2014
Note 9 - Sale of Common Stock (Details) - Summary of SPA Options [Line Items]
Expired Options		$ 0.24
September 2013 SPA Option [Member]
Note 9 - Sale of Common Stock (Details) - Summary of SPA Options [Line Items]
Shares	14,583,334
Exercise Price	$ 0.06
Expired Options		(14,583,334)
Expired Options		$ 0.06
Shares	14,583,334

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Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2014

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014. These financial statements should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Use of Estimates, Policy [Policy Text Block]

The preparation of financial statements in accordance with GAAP requires the Company 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 from those estimates.