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SUBSEQUENT EVENTS | 12 Months Ended
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Dec. 31, 2013
Notes to Financial Statements |
14. SUBSEQUENT EVENTS: | The Company has performed a review of events subsequent to the financial condition date of December 31, 2013 through March 31, 2014, the date the financial statements were available to be issued. Pinewood Notes In January 2014, we entered into a $200,000 note agreement with Pinewood with a maturity date of January 28, 2016. The note bears an interest rate of 16.0% per annum payable on July 1 and January 1 of each calendar year. Unless otherwise instructed by Pinewood, the accrued and unpaid interest shall be paid in duly authorized, validly issued, fully paid and non-assessable shares of the Company’s common stock. In February and March 2014, the Company entered into short term promissory notes with Pinewood Trading Fund, LP., a related party for an aggregate total of $240,000. The short term notes bear an interest rate of 12.0% per annum and mature on April 30, 2014. HCI Debenture Extension In February 2014, the Company entered into and Amended and Restated 10% Senior Convertible Debenture Due June 30, 2016 with HCI in the amount of $1,150,000. The amendment relates to convertible debentures originally issued on May 16, 2011, August 22, 2011, November 30, 2011 and July 19, 2012 for an aggregate total of $1,000,000 in debentures. In addition to the extension of the maturity date, the interest rate was reduced form 16.0% to 10.0% per annum and the conversion price was decreased from $0.90 to $0.75. As part of the agreement, the Company agreed to increase the principal amount of the debenture by $150,000 which represents eighteen months of interest at the stated rate of 10% per annum. As a result, all interest accruable and payable between February 7, 2014 and August 8, 2015 is considered paid in full and satisfied. In addition, the Company issued 420,694 shares of common stock as payment of accrued interest of $252,417 at a rate of $0.60 per share. As part of the agreement, all interest accruable and payable between February 7, 2014 and August 7, 2015 has been added to this debenture at a rate of 10% per annum and is considered paid in full and satisfied. Further interest will not begin accruing until August 8, 2015. As part of the amendment, the exercise price of the related warrants was reduced to $0.90 to $0.75 resulting in the issuance of an additional 320,000 warrants per the warrant agreement terms. Series D Preferred – Milestone Provision In March 2014, the Company did not meet the requirements of the Milestone Provision of the Series D Preferred of reaching positive net income on a Special Adjusted Basis (“SAB”) for the trailing two months ending February 2014. As a result, the Company is required to issue an additional 856 shares of Series D Preferred stock and additional 3,424,000 warrants to purchase common stock at $0.40 to the Series D holders. In addition, the exercise price on warrants to purchase an aggregate total of 4,280,000 common shares has been reduced to $0.40 per share. Pinewood is also entitled to elect a majority of the Board of Directors, to be accomplished in any manner that the Initial Investor deems most expedient and in compliance with applicable laws and the Company’s charter documents (See Note 5 for further details). The Milestone Provision adjustment reduction of the exercise price to $0.40 also met the requirement for anti-dilution for certain warrants and convertible debentures in which a waiver was not obtained. The adjustment results in a conversion price decrease from $0.50 to $0.40 on an aggregate total of $500,000 in debentures, and increase of 250,000 shares on an as converted basis. The adjustment results in an additional warrants to purchase 994,504 shares of common stock and an exercise price of $0.40 and an exercise price adjustment from $0.50 to $0.40 on warrant to purchase an aggregate total of 3,978,004 shares of common stock. (See Note 4 and Note 6 for further details). Litigation On February 19, 2014, a lawsuit was filed by JS Barkats PLLC, in the Supreme Court of The State of New York for County of New York against Assured Pharmacy, Inc. and Robert DelVecchio, our Chief Executive Officer. The lawsuit arises from allegations of failing to remit legal fees due under written retainer agreements of $134,299.50 and failing to deliver 500,000 freely traded shares of the Company’s commons stock pursuant to one of the retainer agreements. Management believes that the allegations against the Company are without merit and plans to vigorously defend this claim and is pursuing counter claims asking for compensation and punitive damages. H.D Smith Forbearance In March 2014, we entered into a Forbearance Agreement with H.D. Smith Wholesale Drug Co. in which the lender agreed to forbear from accelerating the outstanding balance of the Note and from instituting collection efforts from the date of the agreement through July 1, 2014. The forbearance was required due to our inability to make payments required under the agreement of $338,479 and our inability to meet the $500,000 minimum monthly purchase requirement due to the closure of our two pharmacy locations. Revolving Line of Credit In March 2014, the Company entered into a $600,000 Nondisclosable Revolving Line of Credit Loan with Third Coast Bank SSB due on March 25, 2015. The loan is not subject to an interest rate, but is subject to service charges based on the amount of funds advanced. The loan is secured by the Company’s accounts receivable and is guaranteed by Pinewood Trading Fund, LP., a related party.

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