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Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Sep. 30, 2013	Nov. 11, 2013
Document And Entity Information
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	0001566826
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		21,824,677
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2013	Dec. 31, 2012
Current Assets
Cash	$ 26,304	$ 135,820
Inventory	4,073	0
Total Current Assets	30,377	135,820
Property and equipment, net of accumulated depreciation of $396 and $99	2,981	1,883
Total Assets	33,358	137,703
Current Liabilities
Accounts payable	200,174	0
Accrued expenses	115,005	69,279
Total Current Liabilities	315,179	69,279
Convertible notes payable, net of discount of $33,857	116,143	75,000
Conversion feature liability	82,526	0
Total Liabilities	513,848	144,279
Stockholders' Deficit
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value: 100,000,000 shares authorized; 21,724,677 and 20,752,000 issued and outstanding, respectively	2,172	2,076
Additional paid-in capital	801,963	200,224
Accumulated deficit	(1,284,625)	(208,876)
Total Stockholders' Deficit	(480,490)	(6,576)
Total Liabilities and Stockholders' Deficit	$ 33,358	$ 137,703

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Sep. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Accumulated Depreciation	$ 396	$ 99
Net of discount of convertible notes payable	$ 33,857
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Preferred Stock, Issued	0	0
Preferred Stock, Outstanding	0	0
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Authorized	100,000,000	100,000,000
Common Stock, Issued	21,724,677	20,752,000
Common Stock, Outstanding	21,724,677	20,752,000

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement [Abstract]
Revenues	$ 0	$ 0	$ 0	$ 0
Costs of goods sold	0	0	0	0
Gross Profit	0	0	0	0
Operating Expenses
General and administrative	246,142	38,508	572,147	88,528
Selling	4,334	0	9,823	0
Research and development	170,354	7,027	432,361	59,324
Total Operating Expenses	420,830	45,535	1,014,331	147,852
Operating Loss	(420,830)	(45,535)	(1,014,331)	(147,852)
Other Expense
Interest and other expenses, net	(13,967)	0	(23,858)	0
Unrealized loss on change in fair value of the conversion feature	(39,202)	0	(37,560)	0
Total Other Expense	(53,169)	0	(61,418)	0
Net Loss	$ (473,999)	$ (45,535)	$ (1,075,749)	$ (147,852)
Net Loss Per Common Share - Basic and Diluted	$ (0.02)	$ (0.00)	$ (0.05)	$ (0.01)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	21,568,082	20,017,848	21,261,036	20,005,824

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash Flows from Operating Activities
Net loss	$ (1,075,749)	$ (147,852)
Adjustment to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation	297	0
Stock- based compensation	255,400	0
Amortization of debt discount	11,109	0
Fair value adjustment of conversion feature	37,560	0
Changes in operating assets and liabilities:
Inventory	(4,073)	(10,517)
Accounts payable and accrued expenses	245,900	105,827
Customer deposits	0	100,550
Total Adjustments	546,193	195,860
Net Cash (Used in) Provided by Operating Activities	(529,556)	48,008
Cash flows from Investing Activities
Purchase of equipment	(1,395)	(1,982)
Net Cash Used in Investing Activities	(1,395)	(1,982)
Cash flows from Financing Activities
Proceeds received in connection with issuance of common stock, net	246,435	7,500
Proceeds from convertible notes payable	75,000	0
Proceeds from exercise of common stock warrants	100,000	0
Capital contributions-founders	0	4,300
Proceeds from advances made by officer	64,000	0
Repayments of advances made by officer	(64,000)	0
Net Cash Provided by Financing Activities	421,435	11,800
Net(Decrease)/ Increase in Cash	(109,516)	57,826
Cash - Beginning of Period	135,820	339
Cash - End of Period	26,304	58,165
Supplemental Disclosures of Cash Flow Information:
Interest	0	0
Taxes	0	0
Non-cash financing activities:
Conversion feature in connection with note payable issuance	$ 44,966

1. ORGANIZATION

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

1. ORGANIZATION

Organization and Principal Business Activity

Nxt-ID, Inc. (“Nxt-ID” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. Nxt-ID is a biometrics company focused on the growing m-commerce market with an innovative MobileBio™ suite of biometric solutions that secure mobile platforms. The Company also serves the access control and law enforcement facial recognition markets.

3D-ID, LLC (“3D-ID”) was organized and registered in the State of Florida on February 14, 2011. The Company is an early stage company engaged in the design, research and development, integration, analysis, modeling, system networking, sales and support of intelligent surveillance, three dimensional facial recognition and three dimensional imaging devices and systems primarily for identification and access control in the security industries.

On September 25, 2012, Nxt-ID, a company having similar ownership as 3D-ID, acquired 100% of the membership interests in 3D-ID (the “Acquisition”) in exchange for 20,000,000 shares of Nxt-ID common stock. Since this was a transaction between entities under common control in accordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carrying amounts in the accounts of Nxt-ID on the date that 3D-ID was organized.

In connection with the Acquisition, the Company’s Board of Directors and stockholders approved an amendment to the Certificate of Incorporation of the Company to increase the Company’s authorized stock from 1,000 shares of common stock, par value $0.0001 per share, to 110,000,000 shares, consisting of 100,000,000 shares of common stock, par value $0.0001 per share, and 10,000,000 shares of blank-check preferred stock, par value $0.0001 per share. The amendment to the Certificate of Incorporation was approved by the State of Delaware on December 10, 2012, however, has been accounted for retroactively as of February 14, 2011, the date that 3D-ID was organized. The approval of the amendment was delayed for administrative reasons and was merely a perfunctory task.

The Company has generated revenues as the result of an initial sale of one of its products during the year ended December 31, 2012 and has therefore emerged from being a development stage entity.

2. GOING CONCERN AND MANAGEMENT PLANS

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

2. GOING CONCERN AND MANAGEMENT PLANS

The Company is an early stage entity and has incurred net losses of $1,075,749 and $473,999 for the nine and three months ended September 30, 2013, respectively. As of September 30, 2013 the Company had cash and a stockholders’ deficit of $26,304 and $480,490, respectively. At September 30, 2013, the Company had a working capital deficiency of $284,802. During the nine months ended September 30, 2013, the Company raised net proceeds of approximately $346,000 through the issuance of common stock and the exercise of common stock warrants.

In order to execute the Company's long-term strategic plan to develop and commercialize its core products, the Company will need to raise additional funds, through public or private equity offerings, debt financings, or other means. The Company can give no assurance that the cash raised during the three months ended September 30, 2013 or any additional funds raised will be sufficient to execute its business plan. Additionally, the Company can give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate the going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2013

Accounting Policies [Abstract]

3. Summary Of Significant Accounting Policies

Principles of Consolidation and basis of presentation

The condensed consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiary, 3D-ID. Intercompany balances and transactions have been eliminated upon consolidation.

The accompanying condensed consolidated financial statements of the Company have been condensed in certain respects and should, therefore, be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (File No. 333-186331), which was filed with the Securities and Exchange Commission (“SEC”) on January 31, 2013, including all amendments and exhibits thereto. In the opinion of management, these financial statements contain all adjustments necessary for a fair presentation for the interim period, all of which were normal recurring adjustments. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the valuation allowance relating to the Company’s deferred tax asset, the fair value of the Company’s stock, derivative financial instruments and stock-based compensation.

Cash

The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. At September 30, 2013 and December 31, 2012, the Company had no cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value.

Inventory

Inventory is valued at the lower of cost or market with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value. Inventory is comprised principally of raw materials.

Revenue Recognition

The Company’s 3D facial recognition and identification products are currently available for sale. The Company recognizes revenue in connection with the sale of these products when persuasive evidence of an arrangement exists, the service has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured.

The Company requires all of its product sales to be supported by evidence of a sale transaction that clearly indicates the selling price to the customer, shipping terms and payment terms. Evidence of an arrangement generally consists of a contract or purchase order approved by the customer. The Company recognizes revenue at the time in which it receives a confirmation that the goods were either tendered at their destination, when shipped “FOB destination,” or transferred to a shipping agent, when shipped “FOB shipping point.” Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but could occur when the customer receives the product based on the terms of the agreement with the customer. The selling prices of all goods that the Company sells are fixed, and agreed to with the customer, prior to shipment.

In the event a sale is made to a customer under circumstances in which collectability is not reasonably assured, the Company either requires the customer to remit payment prior to shipment or defers recognition of the revenue until payment is received. The Company maintains a reserve for amounts which may not be collectible due to risk of credit losses.

The Company’s sales typically do not include multiple deliverable arrangements.

Convertible Instruments

The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations.

Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument.

The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. See Note 5.

DERIVATIVE FINANCIAL INSTRUMENTS

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The conversion feature embedded within Company’s convertible note payable does not have fixed settlement provisions as the conversion price varies based on the trading price of the Company’s common stock and the potential number of common shares to be issued upon conversion is indeterminable up to a maximum of 120,000 shares of common stock. Accordingly, the conversion feature has been recognized as a derivative instrument. Although the Company determined the conversion feature includes an implied downside protection feature, it performed a Monte-Carlo simulation and concluded that the difference in value of the embedded conversion between the Monte-Carlo simulation and the Black-Scholes valuation model is de minimis and the use of the Black-Scholes valuation model is considered to be a reasonable method to value the conversion feature. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. (See Note 5.)

DEBT DISCOUNT AND AMORTIZATION OF DEBT DISCOUNT

Debt discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible equity instruments issued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of other expenses in the accompanying statements of operations.

Income Taxes

Effective September 25, 2012, the date of the Acquisition, the Company began being taxed as a corporation. The Company’s subsidiary is organized as a limited liability company, and has elected to be treated as a disregarded entity for income tax purposes, with taxable income or loss passing through to Nxt-ID, the parent. Prior to February 25, 2012, 3D-ID was a disregarded entity for income tax purposes.

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized.

ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally, the tax authorities may examine the partnership/corporate tax returns for three years from the date of filing. The initial tax return of the Company for the period from February 8, 2012 (the date of incorporation) through December 31, 2012 remains open. The Company has identified its federal return and its state tax return in Connecticut as “major” tax jurisdictions, as defined.

Stock-Based Compensation

The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company estimates the fair value of employee stock awards using the Black-Scholes option pricing model. The Company amortizes the fair value of employee stock options on a straight-line basis over the requisite service period of the awards. Compensation expense includes the impact of an estimate for forfeitures for all stock options.

The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the vesting period or as earned.

Net Loss Per Common Share

Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the vesting of restricted stock and the exercise of warrants.

Potentially dilutive securities realizable from the exercise of warrants and from the conversion of the Company’s notes payable for the purchase of 204,600 and 53,381 shares as of September 30, 2013, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of September 30, 2012 there were no potentially dilutive securities.

Research and Development

Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at the discovery of new knowledge, which will be useful in developing new products or processes. The Company expenses all research and development costs as incurred.

4. ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]

4. Accrued Expenses

Accrued expenses consist of the following:

	September 30,		December 31,
	2013		2012
	(Unaudited)
Salaries	$	31,250	$	16,000
Reimbursable expenses		12,852		27,334
Consulting fees		26,656		5,698
Royalty fees		31,250		20,000
Interest		12,997		247
Totals	$	115,005	$	69,279

5. CONVERTIBLE NOTES PAYABLE

9 Months Ended

Sep. 30, 2013

Debt Disclosure [Abstract]

5. CONVERTIBLE NOTES PAYABLE

On December 13, 2012, the Company received approval from Connecticut Innovations, Inc. (“CII”) for a Convertible Note (the “Note”) in the amount of $150,000 The Company received the first tranche of $75,000 on December 21, 2012, and the second tranche of $75,000 on January 31, 2013. As of September 30, 2013, the Company has accrued $12,997 in interest in connection with this Note.

The Note accrues interest at the annual rate of 12% and all principal and interest is repayable in full in two years if it has not been converted. CII has the option to convert the outstanding principal and interest on the Note into shares of the Company’s common stock at a discount of 25% of the Company’s common stock price, but not less than $1.25 as agreed by the two parties. In accordance with ASC 470, “Accounting for Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios,” the Note is considered to have a beneficial conversion feature as the effective conversion price will be less than the Company’s stock price. In addition, in accordance with ASC 815 the conversion feature is considered to be a derivative instrument as the conversion price varies based on the trading price of the Company’s common stock and the potential number of common shares to be issued upon conversion is variable up to a maximum of 120,000 shares.

The conversion feature embedded in the note payable was triggered once the Company completed a qualified financing, as defined in the note agreement. The Company determined that a qualified financing occurred during the three months ended June 30, 2013 in connection with the issuance of the registered units under its initial registration statement. ( See Note 7.) As a result, the Company recorded a conversion feature liability of and a corresponding debt discount of $44,966 on the accompanying condensed consolidated balance sheet on the date the qualified financing was determined to have occurred.

The change in the fair value of the conversion feature liability was determined to be $37,560 and $39,202 for the nine and three months ended September 30, 2013, respectively. Amortization expense relating to the Company’s debt discount for the nine and three months ended September 30, 2013 was $9,467 and $11,109, respectively.

6. DERIVATIVE LIABILITIES

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

6. DERIVATIVE LIABILITIES

Fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assets and liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or for which fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment in measuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measured at fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company has categorized its financial assets and liabilities measured at fair value into a three-level hierarchy.

The conversion feature embedded within the Company’s convertible notes payable does not have fixed settlement provisions because the conversion price may be lowered if the Company issues securities at lower prices in the future.

The derivative liabilities were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

	May 25, 2013			September 30, 2013
Embedded Conversion Feature:
Risk-free interest rate		0.3	%		0.3	%
Expected volatility		91.17	%		78.00	%
Expected life (in years)		1.6			1.2
Expected dividend yield		–			–

Number of shares, if converted		120,000			53,381

Fair value	$	44,966		$	82,526

The risk-free interest rate was based on rates established by the Federal Reserve. Since the Company’s stock has not been publicly traded for a sufficiently long period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected life of the instrument being valued, of similarly positioned public companies within its industry. The expected life of the warrants was determined by the expiration date of the warrants. The expected dividend yield was based upon the fact that the Company has not historically paid dividends on its common stock, and does not expect to pay dividends on its common stock in the future.

Fair Value Measurement

Valuation Hierarchy

ASC 820, “Fair Value Measurements and Disclosures,” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value. This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs based on the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement.

The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2013:

			Fair Value Measurements at September 30, 2013
	Total Carrying Value at September 30, 2013		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liabilities	$	82,526	$	–	$	–	$	82,526

The carrying amounts of cash, accounts receivable, prepaid expenses, accounts payable, and accrued liabilities approximate their fair value due to their short maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.

Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the derivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting department, who reports to the Principal Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting department and are approved by the Principal Financial Officer.

Level 3 Valuation Techniques

Level 3 financial liabilities consist of the conversion feature liability for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in the volatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement.

As of September 30, 2013, there were no transfers in or out of level 3 from other levels in the fair value hierarchy.

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis:

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2013		September 30, 2013
Beginning balance	$	43,324		–
Recognition of conversion feature liability				44,966
Net unrealized loss (gain) on conversion feature liability		39,202		37,560
Ending balance	$	82,526		82,526

7. ADVANCES FROM OFFICER	9 Months Ended
7. ADVANCES FROM OFFICER	Sep. 30, 2013
Related Party Transactions [Abstract]
7. ADVANCES FROM OFFICER	During the nine months ended September 30, 2013, the Company received an aggregate of $64,000 of cash advances from an officer of the Company and made aggregate repayments of $64,000. The advances were non-interest bearing and short-term in nature.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

8. STOCKHOLDERS' DEFICIT

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

8. STOCKHOLDERS' DEFICIT

During the nine months ended September 30, 2013, the Company issued 204,000 shares of common stock at $0.25 per share in a private placement and received net proceeds of $51,000.

On May 10, 2013, a registration statement under the Securities Act of 1933 with respect to a public offering of 1,000,000 Units at $1.00 per unit consisting of one share of common stock and one warrant to purchase one share of common stock was declared effective by the U.S. Securities and Exchange Commission. The warrants have an exercise price of $1.00 per share and a term of three years. During the nine months ended September 30, 2013, the Company sold 304,600 Units and has received proceeds of $304,600, less offering costs of approximately $109,000.

During the three months ended September 30, 2013, the Company received $100,000 in net proceeds from the exercise of 100,000 warrants from holders of the units.

The following table summarizes the Company's warrants outstanding at September 30, 2013:

Warrants outstanding and exercisable

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at December 31, 2012		–		$	–
Granted		304,600			1.00
Exercised		(100,000	)		1.00
Cancelled		-			–
Outstanding at September 30, 2013		204,600		$	1.00		2.7	$	562,650

Exercisable at September 30, 2013		204,600		$	1.00		2.7	$	562,650

On January 4, 2013, a majority the Company’s stockholders approved by written consent the Company’s 2013 Long-Term Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards and stock appreciation rights, is limited to 10% of the shares of common stock outstanding on the first business or trading day of any fiscal year. During the nine months ended September 30, 2013, the Company issued 46,333 restricted shares under the plan to a non-executive director with an aggregate fair value of $20,000. During the three and nine months ended September 30, 2013, the Company issued 100,000 shares with an aggregate value of $100,000 to four non-executive employees. At September 30, 2013, a total of 146,333 shares have been issued from the Plan.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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-Name Accounting Standards Codification
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Reference 15: http://www.xbrl.org/2003/role/presentationRef
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Reference 16: http://www.xbrl.org/2003/role/presentationRef
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Reference 19: http://www.xbrl.org/2003/role/presentationRef
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+ Details

9. COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2013

Commitments and Contingencies Disclosure [Abstract]

9. COMMITMENTS AND CONTINGENCIES

Legal Matters

From time to time, the Company is subject to legal proceedings arising in the ordinary course of business. Such matters are subject to uncertainties and outcomes are not predictable with assurance. Management believes at this time, there are no ongoing matters that will have a material adverse effect on the Company's business, financial position, results of operations, or cash flows.

Commitments

In October 2012, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of three months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant shares of common stock per month with a fair value of $10,000 as compensation for services provided. During the nine months ended September 30, 2013, the Company and the consultant verbally extended the agreement until December 30, 2013, with the same terms and conditions. During the three months ended March 31, 2013, 120,000 shares of common stock with a fair value of $30,000 as compensation for services provided from January 1, 2013, to March 31, 2013, were issued on March 31, 2013.

During the three months ended September 30, 2013, 45,744 shares of common stock with a fair value of $60,000 were issued as compensation for services provided from April 1, 2013, to September 30, 2013.

In November 2012, the Company entered into an agreement with a technology consulting firm to provide strategic marketing and sales services to the Company with respect to developing business opportunities with the Federal Government through March 2013. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,500 and a sales commission of 5% on executed contracts. After several meetings with Government agencies, this agreement has been put on hold due to sequestration. It is anticipated that it will be renewed at a future date.

In January 2013, the Company entered into an agreement with a consultant to provide business development services to the Company for a period of three months. Pursuant to the agreement, the Company issued the consultant 20,000 shares of common stock with a fair value of $5,000.

In January, 2013, the Company entered into an agreement with a development and manufacturing company to provide samples of the Company’s smart card design for an aggregate of $150,000. Unless terminated early, the agreement will continue in full force and effect until the samples have been delivered to the Company.

In July 2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of six months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $4,000 and to issue the consultant 4,000 shares of common stock per month as compensation for services provided. Commencing September 16, 2013, the agreement was amended to a monthly cash fee of $4,000 and to issue the consultant $ 4,000 in shares of common stock per month. During the three months and nine months ended September 30, 2013, the consultant was issued 8,000 shares with a fair value of $16,400.

In August 2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of three months. Pursuant to the agreement, the Company agreed to issue the consultant 24,000 shares of common stock with a fair value of $24,000 as compensation for services provided

10. SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2013

Subsequent Events [Abstract]

10. SUBSEQUENT EVENTS

The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued.

Subsequent to September 30, 2013, the Company has raised $100,000 and issued 100,000 shares of common stock through the conversion of 100,000 warrants issued in the initial public offering.

On October 16, 2013, the Company entered into a lease agreement with East Coast Petro, Inc. for office space in Palm Bay, Florida. The term of the lease is for three years with a monthly rent of $1,250 per month in the first year, increasing 3% annually thereafter.

On November 7, 2013, the Company entered into a three-year distribution and supply agreement with Voice of Big Data Solutions, Pvt. Ltd. (“VOBD”) for the distribution of the Company’s 3D facial recognition products in India and Sri Lanka on an exclusive basis and The Middle East and Singapore on a non-exclusive basis. The agreement is subject to termination at any time after the initial three-year term by either the Company or VOBD upon sixty (60) days written notice.

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2013
Accounting Policies [Abstract]
Principles of Consolidation and basis of presentation	The condensed consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiary, 3D-ID. Intercompany balances and transactions have been eliminated upon consolidation. The accompanying condensed consolidated financial statements of the Company have been condensed in certain respects and should, therefore, be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Registration Statement on Form S-1 (File No. 333-186331), which was filed with the Securities and Exchange Commission (“SEC”) on January 31, 2013, including all amendments and exhibits thereto. In the opinion of management, these financial statements contain all adjustments necessary for a fair presentation for the interim period, all of which were normal recurring adjustments. The results of operations for the three and nine months ended September 30, 2013 are not necessarily indicative of the results to be expected for the full year ending December 31, 2013.
Use of Estimates	The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s significant estimates and assumptions include the valuation allowance relating to the Company’s deferred tax asset, the fair value of the Company’s stock, derivative financial instruments and stock-based compensation.
Cash	The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. At September 30, 2013 and December 31, 2012, the Company had no cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value.
Inventory	Inventory is valued at the lower of cost or market with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value. Inventory is comprised principally of raw materials.
Revenue Recognition	The Company’s 3D facial recognition and identification products are currently available for sale. The Company recognizes revenue in connection with the sale of these products when persuasive evidence of an arrangement exists, the service has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured. The Company requires all of its product sales to be supported by evidence of a sale transaction that clearly indicates the selling price to the customer, shipping terms and payment terms. Evidence of an arrangement generally consists of a contract or purchase order approved by the customer. The Company recognizes revenue at the time in which it receives a confirmation that the goods were either tendered at their destination, when shipped “FOB destination,” or transferred to a shipping agent, when shipped “FOB shipping point.” Delivery to the customer is deemed to have occurred when the customer takes title to the product. Generally, title passes to the customer upon shipment, but could occur when the customer receives the product based on the terms of the agreement with the customer. The selling prices of all goods that the Company sells are fixed, and agreed to with the customer, prior to shipment. In the event a sale is made to a customer under circumstances in which collectability is not reasonably assured, the Company either requires the customer to remit payment prior to shipment or defers recognition of the revenue until payment is received. The Company maintains a reserve for amounts which may not be collectible due to risk of credit losses. The Company’s sales typically do not include multiple deliverable arrangements.
Convertible Instruments	The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which (i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equity linked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcated from their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company records, when necessary, discounts to convertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts under these arrangements are amortized over the term of the related debt. See Note 5.
Derivative Financial Intruments	The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The conversion feature embedded within Company’s convertible note payable does not have fixed settlement provisions as the conversion price varies based on the trading price of the Company’s common stock and the potential number of common shares to be issued upon conversion is indeterminable up to a maximum of 120,000 shares of common stock. Accordingly, the conversion feature has been recognized as a derivative instrument. Although the Company determined the conversion feature includes an implied downside protection feature, it performed a Monte-Carlo simulation and concluded that the difference in value of the embedded conversion between the Monte-Carlo simulation and the Black-Scholes valuation model is de minimis and the use of the Black-Scholes valuation model is considered to be a reasonable method to value the conversion feature. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date. (See Note 5.)
Debt Discount And Amortization Of Debt Discount	Debt discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible equity instruments issued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt, using the straight-line method which approximates the interest method. The amortization of debt discount is included as a component of other expenses in the accompanying statements of operations.
Income Taxes	Effective September 25, 2012, the date of the Acquisition, the Company began being taxed as a corporation. The Company’s subsidiary is organized as a limited liability company, and has elected to be treated as a disregarded entity for income tax purposes, with taxable income or loss passing through to Nxt-ID, the parent. Prior to February 25, 2012, 3D-ID was a disregarded entity for income tax purposes. The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is more likely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reporting periods presented. Generally, the tax authorities may examine the partnership/corporate tax returns for three years from the date of filing. The initial tax return of the Company for the period from February 8, 2012 (the date of incorporation) through December 31, 2012 remains open. The Company has identified its federal return and its state tax return in Connecticut as “major” tax jurisdictions, as defined.
Stock-Based Compensation	The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company estimates the fair value of employee stock awards using the Black-Scholes option pricing model. The Company amortizes the fair value of employee stock options on a straight-line basis over the requisite service period of the awards. Compensation expense includes the impact of an estimate for forfeitures for all stock options. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the vesting period or as earned.
Net Loss per Common Share	Basic loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of vested common shares outstanding, plus the impact of common shares, if dilutive, resulting from the vesting of restricted stock and the exercise of warrants. Potentially dilutive securities realizable from the exercise of warrants and from the conversion of the Company’s notes payable for the purchase of 204,600 and 53,381 shares as of September 30, 2013, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of September 30, 2012 there were no potentially dilutive securities.
Research and Development	Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at the discovery of new knowledge, which will be useful in developing new products or processes. The Company expenses all research and development costs as incurred.

4. ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2013

Payables and Accruals [Abstract]

Schedule of accrued expenses

Accrued expenses consist of the following:

	September 30,		December 31,
	2013		2012
	(Unaudited)
Salaries	$	31,250	$	16,000
Reimbursable expenses		12,852		27,334
Consulting fees		26,656		5,698
Royalty fees		31,250		20,000
Interest		12,997		247
Totals	$	115,005	$	69,279

6. DERIVATIVE LIABILITIES (Tables)

9 Months Ended

Sep. 30, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Valuation of Derivative liabilities

The derivative liabilities were valued using the Black-Scholes option valuation model and the following assumptions on the following dates:

	May 25, 2013			September 30, 2013
Embedded Conversion Feature:
Risk-free interest rate		0.3	%		0.3	%
Expected volatility		91.17	%		78.00	%
Expected life (in years)		1.6			1.2
Expected dividend yield		–			–

Number of shares, if converted		120,000			53,381

Fair value	$	44,966		$	82,526

Fair value of liabilities measured on a recurring basis

The following table provides the liabilities carried at fair value measured on a recurring basis as of September 30, 2013:

			Fair Value Measurements at September 30, 2013
	Total Carrying Value at September 30, 2013		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liabilities	$	82,526	$	–	$	–	$	82,526

Changes in the fair value of Level 3 financial liabilities that are measured at fair value on a recurring basis

The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis:

	For the Three Months Ended		For the Nine Months Ended
	September 30, 2013		September 30, 2013
Beginning balance	$	43,324		–
Recognition of conversion feature liability				44,966
Net unrealized loss (gain) on conversion feature liability		39,202		37,560
Ending balance	$	82,526		82,526

8. STOCKHOLDERS' DEFICIT (Tables)

9 Months Ended

Sep. 30, 2013

Equity [Abstract]

Summary of warrants outstanding

The following table summarizes the Company's warrants outstanding at September 30, 2013:

Warrants outstanding and exercisable

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at December 31, 2012		–		$	–
Granted		304,600			1.00
Exercised		(100,000	)		1.00
Cancelled		-			–
Outstanding at September 30, 2013		204,600		$	1.00		2.7	$	562,650

Exercisable at September 30, 2013		204,600		$	1.00		2.7	$	562,650

- Definition

Tabular disclosure of warrants or rights issued. Warrants and rights outstanding are derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months. Disclose the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.

+ References + Details

2. GOING CONCERN AND MANAGMENT PLANS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012
Going Concern And Managment Plans Details Narrative
Net Loss	$ (473,999)	$ (45,535)	$ (1,075,749)	$ (147,852)
Cash	26,304		26,304		$ 135,820
Stockholders' Deficit	(480,490)		(480,490)		$ (6,576)
Working (deficiency)/capital	$ (284,802)		(284,802)
Net proceeds from issuance of common stock			$ 246,435	$ 7,500

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Net Income
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+ Details

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	9 Months Ended
	Sep. 30, 2013 shares
Potentially dilutive securities realizable from the exercise of warrants for the purchase	204,600
Warrants
Potentially dilutive securities realizable from the exercise of warrants for the purchase	204,600
Conversion of Notes Payable
Potentially dilutive securities realizable from the exercise of warrants for the purchase	53,381

4. ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2013	Dec. 31, 2012
Payables and Accruals [Abstract]
Salaries	$ 31,250	$ 16,000
Reimbursable expenses	12,852	27,334
Consulting fees	26,656	5,698
Royalty fees	31,250	20,000
Interest	12,997	247
Total accrued expenses	$ 115,005	$ 69,279

5. CONVERTIBLE NOTES PAYABLE (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Dec. 31, 2012
Accrued interest on Notes Payable	$ 12,997	$ 12,997	$ 247
Convertible Notes Payable [Member]
Accrued interest on Notes Payable	12,997	12,997
Debt discount	44,966	44,966
Amortization expense debt discount	11,109	9,467
Fair value of the conversion	$ 37,560	$ 39,202

6. DERIVATIVE LIABILITIES (Details) - USD ($)	1 Months Ended
6. DERIVATIVE LIABILITIES (Details) - USD ($)	Sep. 30, 2013	May 25, 2013	Dec. 31, 2012
Embedded Conversion Feature:
Risk-free interest rate	0.30%	0.30%
Expected volatility	78.00%	91.17%
Expected life (in years)	1 year 2 months 12 days	1 year 7 months 6 days
Expected dividend yield	0.00%	0.00%
Number of shares, if converted	53,381	120,000
Fair value	$ 82,526	$ 44,966	$ 0

6. DERIVATIVE LIABILITIES (Details1) - USD ($)	Sep. 30, 2013	Jun. 30, 2013	May 25, 2013	Dec. 31, 2012
Derivative liabilities	$ 82,526		$ 44,966	$ 0
Significant unobservable inputs (Level 3) [Member]
Derivative liabilities	82,526	$ 43,324
Quoted prices in active markets (Level 1) [Member]
Derivative liabilities	0
Significant other observable inputs (Level 2) [Member]
Derivative liabilities	$ 0

6. DERIVATIVE LIABILITIES (Details 2) - USD ($)	3 Months Ended	9 Months Ended
6. DERIVATIVE LIABILITIES (Details 2) - USD ($)	Sep. 30, 2013	Sep. 30, 2013
Financial liabilities, Beginning balance		$ 0
Recognition of conversion feature liability		44,966
Net unrealized loss (gain) on conversion feature liability		37,560
Financial liabilities, Ending balance	$ 82,526	82,526
Significant unobservable inputs (Level 3) [Member]
Financial liabilities, Beginning balance	43,324
Recognition of conversion feature liability	0
Net unrealized loss (gain) on conversion feature liability	39,202
Financial liabilities, Ending balance	$ 82,526	$ 82,526

7. ADVANCES FROM OFFICERS (Details Narrative) - USD ($)	9 Months Ended
7. ADVANCES FROM OFFICERS (Details Narrative) - USD ($)	Sep. 30, 2013	Dec. 31, 2012
Related Party Transactions [Abstract]
Advances from officer of Company	$ 0	$ 0
Aggregate repayments	$ 64,000

8. STOCKHOLDERS' DEFICIT (Details) - Warrants	9 Months Ended
8. STOCKHOLDERS' DEFICIT (Details) - Warrants	Sep. 30, 2013 USD ($) $ / shares $ / Warrant shares
Number of Warrants
Number of Warrants Outstanding, beginning	0
Number of Warrants Granted	304,600
Number of Warrants Exercised	(100,000)
Number of Warrants Cancelled	0
Number of Warrants Outstanding, ending	204,600
Number of Warrants Exercisable	204,600
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding, beginning \| $ / Warrant	0
Weighted Average Exercise Price Granted \| $ / shares	$ 1.00
Weighted Average Exercise Price Exercised \| $ / shares	1.00
Weighted Average Exercise Price Cancelled \| $ / shares	$ 0
Weighted Average Exercise Price Outstanding, ending \| $ / Warrant	1.00
Weighted Average Exercise Price Exercisable \| $ / shares	$ 1.00
Weighted Average Remaining Life In Years
Weighted Average Remaining Life In Years Outstanding	2 years 8 months 12 days
Weighted Average Remaining Life In Years Exercisable	2 years 8 months 12 days
Intrinsic Value
Intrinsic Value Outstanding, ending \| $	$ 562,650
Intrinsic Value Exercisable \| $	$ 562,650

8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
8. STOCKHOLDERS' DEFICIT (Details Narrative) - USD ($)	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012
Equity [Abstract]
Stock issued in private placement - shares		204,000
Stock issued in private placement - value		$ 51,000
Proceeds from exercise of warrants	$ 100,000	$ 100,000	$ 0
Stock issued under LTIP - shares		146,333

9. COMMITMENTS AND CONTINGENCIES (Details Narrative)	9 Months Ended
9. COMMITMENTS AND CONTINGENCIES (Details Narrative)	Sep. 30, 2013 USD ($) shares
Commitments and Contingencies Disclosure [Abstract]
Stock issued for compensation - value \| $	$ 105,400
Stock issued for compensation - shares \| shares	97,744