View Filing Data

Document and Entity Information - USD ($)	12 Months Ended
Dec. 31, 2014	Feb. 27, 2015	Jun. 30, 2014
Document And Entity Information
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	0001566826
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2014
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2014
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 12,862,944
Entity Common Stock, Shares Outstanding		24,858,874

Condensed Consolidated Balance Sheets - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Current Assets
Cash	$ 2,201,287	$ 303,626
Restricted cash	28,439
Inventory	359,544	6,533
Prepaid expenses and other current assets	918,204	3,313
Total Current Assets	3,507,474	313,472
Property and equipment, net of accumulated depreciation of $13,157 and $684	156,223	7,734
Total Assets	3,663,697	321,206
Current Liabilities
Accounts payable	535,209	244,094
Accrued expenses	254,545	135,017
Customer deposits	138,599
Convertible notes payable, net of discount of $0 and $26,755, respectively		123,245
Derivative liability - warrants		1,531,303
Conversion feature liability		118,940
Total Current Liabilities	928,353	2,152,599
Commitments and Contingencies
Stockholders' Equity (Deficiency)
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; 24,762,360 and 21,937,822 issued and outstanding, respectively	2,476	2,194
Additional paid-in capital (deficit)	11,562,887	(80,177)
Accumulated deficit	(8,830,019)	(1,753,410)
Total Stockholders' Equity (Deficiency)	2,735,344	(1,831,393)
Total Liabilities and Stockholders' Equity (Deficiency)	$ 3,663,697	$ 321,206

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Balance Sheets [Abstract]
Accumulated Depreciation	$ 13,157	$ 684
Net of discount of convertible notes payable	$ 0	$ 26,755
Preferred Stock, Par Value	$ 0.0001	$ 0.0001
Preferred Stock, Authorized	10,000,000	10,000,000
Preferred Stock, Issued
Preferred Stock, Outstanding
Common Stock, Par Value	$ 0.0001	$ 0.0001
Common Stock, Authorized	100,000,000	100,000,000
Common Stock, Issued	24,762,360	21,937,822
Common Stock, Outstanding	24,762,360	21,937,822

Condensed Consolidated Statements Of Operations - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Statements of Operations [Abstract]
Revenues
Costs of goods sold
Gross Profit
Operating Expenses
General and administrative	2,432,660	835,162
Selling and marketing	1,396,077	81,323
Research and development	1,417,745	518,614
Total Operating Expenses	5,246,482	1,435,099
Operating Loss	(5,246,482)	(1,435,099)
Other Income and (Expense)
Interest income	1,235
Interest expense	(30,744)	(35,461)
Inducement expense	(2,212,538)
Unrealized gain (loss) on change in fair value of derivative liabilities	412,763	(73,974)
Total Other Expense, Net	(1,829,284)	(109,435)
Loss before Income Taxes	(7,075,766)	(1,544,534)
Provision for Income Taxes	(843)
Net Loss	$ (7,076,609)	$ (1,544,534)
Net Loss Per Share - Basic and Diluted	$ (0.31)	$ (0.07)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	22,849,010	21,409,369

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - USD ($)	Total	Common Stock	Additional Paid-in Capital (Deficit)	Accumulated Deficit
Beginning balance at Dec. 31, 2012	$ (6,576)	$ 2,076	$ 200,224	$ (208,876)
Beginning balance, Shares at Dec. 31, 2012		20,752,000
Exercise of common stock purchase warrants	300,000	$ 30	299,970
Exercise of common stock purchase warrants, Shares		300,000
Issuance of common stock and warrants for cash, net of fees	588,780	$ 44	588,736
Issuance of common stock and warrants for cash, net of fees, Shares		443,063
Issuance of common stock for cash, net of fees	51,000	$ 20	50,980
Issuance of common stock for cash, net of fees, Shares		204,000
Issuance of common stock for services	311,240	$ 38	311,202
Issuance of common stock for services, shares		377,222
Retirement of common stock by officers		$ (14)	14
Retirement of common stock by officers, shares		(138,463)
Issuance of warrants in connection with offering (Note 8)	(1,531,303)		(1,531,303)
Net Loss	(1,544,534)			(1,544,534)
Ending balance at Dec. 31, 2013	(1,831,393)	$ 2,194	(80,177)	(1,753,410)
Ending balance, Shares at Dec. 31, 2013		21,937,822
Exercise of common stock purchase warrants	1,470,000	$ 50	1,469,950
Exercise of common stock purchase warrants, Shares		500,000
Issuance of common stock and warrants for cash, net of fees	5,759,035	$ 240	5,758,795
Issuance of common stock and warrants for cash, net of fees, Shares		2,404,197
Issuance of common stock for services	765,975	$ 28	765,947
Issuance of common stock for services, shares		280,637
Issuance of restricted stock to employees	26,833		26,833
Retirement of common stock by officers		$ (68)	68
Retirement of common stock by officers, shares		(676,924)
Issuance of warrants in connection with offering (Note 8)	1,531,303		1,531,303
Unrealized gain on change in fair value of derivative liability	(412,763)		(412,763)
Write-off of conversion feature liability	118,940		118,940
Write-off of CI note and accrued interest	171,485	$ 6	171,479
Write-off of CI note and accrued interest, Shares		55,497
Inducement fees	2,212,538	$ 26	2,212,512
Inducement fees, Shares		261,131
Net Loss	(7,076,609)			(7,076,609)
Ending balance at Dec. 31, 2014	$ 2,735,344	$ 2,476	$ 11,562,887	$ (8,830,019)
Ending balance, Shares at Dec. 31, 2014		24,762,360

Condensed Consolidated Statements Of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Cash Flows from Operating Activities
Net Loss	$ (7,076,609)	$ (1,544,534)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	12,473	585
Stock based compensation	792,808	311,240
Amortization of debt discount	26,755	18,211
Inducement fee	2,212,538
Unrealized (gain) loss on change in fair value of derivative liabilities	(412,763)	73,974
Changes in operating assets and liabilities:
Inventory	(353,011)	(6,533)
Prepaids expenses and other current assets	(910,911)	(3,313)
Accounts payable	268,106	244,094
Accrued expenses	141,013	65,738
Customer deposits	138,599
Total Adjustments	1,915,607	703,996
Net Cash Used in Operating Activities	(5,161,002)	(840,538)
Cash Flows from Investing Activities
Restricted cash	(28,439)
Purchase of equipment	(137,953)	(6,436)
Net Cash Used in Investing Activities	(166,392)	(6,436)
Cash Flows from Financing Activities
Proceeds received in connection with issuance of common stock and warrants, net	5,754,035	588,780
Proceeds received in connection with issuance of common stock, net		51,000
Proceeds from convertible notes payable		75,000
Proceeds received in connection with exercise of warrants	1,470,000	300,000
Proceeds received in connection with issuance of warrants	1,020
Proceeds from advances made by officer		64,000
Repayments of advances made by officer		(64,000)
Net Cash Provided by Financing Activities	7,225,055	1,014,780
Net Increase/(Decrease) in Cash	1,897,661	167,806
Cash - Beginning of Period	303,626	135,820
Cash - End of Period	2,201,287	303,626
Cash paid during the periods for:
Interest
Taxes
Non-cash financing activities:
Recognition of liability in connection with warrant issuance	3,450,976
Reclassification of warrant liability to additional paid-in capital in connection with warrant modification	4,589,734
Issuance of common stock in connection with conversion of note payable and accrued interest	171,485
Reclassification of conversion feature liability in connection with note conversion	98,722	44,966
Retirement of common stock by officers	68	14
Issuance of warrants in connection with offering (Note 8)		$ 1,531,303

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2014

Summary of Significant Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

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

PRINCIPLES OF CONSOLIDATION

The 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.

CASH

The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to their short-term nature, cash equivalents are carried at cost, which approximates fair value. At December 31, 2014 and 2013, the Company had no cash equivalents.

CONCENTRATIONS OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cash balances in financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.

REVENUE RECOGNITION

The Company’s 3D facial recognition and identification products are currently available for sale and the Company has begun accepting pre-orders on its Mobile Bio Wocket. 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. As of December 31, 2014, the Company has received $138,599 in customer deposits in connection with pre-orders of its Mobile Bio Wocket.

LONG-LIVED ASSETS

Long-lived assets, such as property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable in accordance with ASC 360-10-35-17 through 35-35 "Measurement of an Impairment Loss." The Company assesses the impairment of the assets based on the undiscounted future cash flow the assets are expected to generate compared to the carrying value of the assets. If the carrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows using assumptions about expected future operating performance. Management's estimates of future cash flows may differ from actual cash flow due to, among other things, technological changes, economic conditions or changes to the Company's business operations.

PROPERTY AND EQUIPMENT

Property and equipment consisting of furniture, fixtures and tooling is stated at cost. The costs of additions and improvements are generally capitalized and expenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs and accumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is provided utilizing the straight-line method over the estimated useful life of the respective asset as follows:

Equipment		5 years
Furniture and fixtures		3 to 5 years
Tooling and molds		2 to 3 years

Depreciation expense for the year ended December 31, 2014 and 2013 was $12,473 and $585, respectively.

INVENTORY

Inventory at December 31, 2014 consists of raw materials and 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. As of December 31, 2014 inventory is comprised of $359,544 in raw materials on hand. In addition, as an early stage entity, the Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of December 31, 2014, $423,054 of prepayments made for inventory is included in prepaid expenses and other current assets on the consolidated balance sheet.

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 include 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 FINANCIALS 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. In addition, the warrants issued in connection with the Offering (as defined in Note 8) do not have fixed settlement provisions as their exercise prices may be lowered if the Company conducts an offering in the future at a price per share below the exercise price of the warrants. Accordingly, the conversion feature and warrants have been recognized as derivative instruments. 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 6.)

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. The amortization of debt discount is included as a component of interest expense included in other income and expenses in the accompanying statements of operations.

INCOME TAXES

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 Company has filed all of its tax returns for all prior periods through December 31, 2014. As a result, the Company’s net operating loss carryovers will now be available to offset any future taxable income.

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 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 SHARE

Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of diluted common stock equivalents. Potentially dilutive securities realizable from the exercise of 3,629,776 warrants as of December 31, 2014 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of December 31, 2013, potentially dilutive securities realizable from the exercise of 454,600 warrants and from the conversion of the Company’s then outstanding note payable into 50,000 shares of common stock as of December 31, 2013, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.

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.

RECENT ACCOUNTING PRONOUNCEMENTS

The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward, except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under the tax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of the applicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized tax benefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should be applied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standard did not have a material impact on the Company’s consolidated financial position and results of operations.

In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016 with early adoption not permitted. The amendments may be applied retrospectively to each period presented or with the cumulative effect recognized as of the date of initial application. The Company is currently evaluating ASU 2014-09.

In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, the amendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one year after the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods and interim periods thereafter. The Company is currently evaluating ASU 2014-15 and does not anticipate a material impact on its consolidated financial statements.

Derivative Liabilities

12 Months Ended

Dec. 31, 2014

Derivative Liabilities [Abstract]

DERIVATIVE LIABILITIES

NOTE 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 and the warrants issued in connection with the Offering (as defined in Note 8) did not have fixed settlement provisions on the dates they were initially issued because the conversion and exercises prices could have been lowered if the Company issued securities at lower price before conversion.

During 2014, the derivative liabilities were valued using the Black-Scholes option valuation model and the following weighted average assumptions on the following dates:

	February 21, 2014			February 18, 2014			January 13, 2014
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate		1.52	%		.10	%		1.60	%
Expected volatility		105.36	%		105.36	%		123.54	%
Expected life (in years)		4.88			.75			5.00
Expected dividend yield		-			-			-
Number of shares		1,391,539			55,497			941,539
Fair value	$	4,589,734		$	98,722		$	3,450,976

During 2013, the derivative liabilities were valued using the Black-Scholes option valuation model and the following weighted average assumptions on the following dates:

	May 25, 2013			December 31, 2013
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate		0.30	%		0.30	%
Expected volatility		91.17	%		123.54	%
Expected life (in years)		1.60			4.59
Expected dividend yield		-			-
Number of shares		120,000			500,000
Fair value	$	44,966		$	1,650,243

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 conversion feature was determined by the maturity date of the Note and the expected life of the warrants was determined by their expiration dates. 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 Company had no liabilities carried at fair value that were measured on a recurring basis at December 31, 2014.

The following table provides the liabilities carried at fair value measured on a recurring basis as of December 31, 2013:

			Fair Value Measurements at December 31, 2013
	Total Carrying Value at December 31, 2013		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liabilities	$	1,650,243	$	-	$	-	$	1,650,243

The carrying amounts of cash, inventory, prepaid expenses, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The Company’s other financial instruments include its convertible notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and 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 and common stock purchase warrants for which there are 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 December 31, 2014, 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 year ended December 31, 2014			For the year ended December 31, 2013

Beginning liability balance	$	1,650,243		$	-
Recognition of derivative value in equity		3,450,976			1,531,303
Recognition of conversion feature liability		-			44,966
Net unrealized gain on derivative liabilities in equity		(392,545	)		-
Net unrealized (gain) loss on conversion feature liabilities		(20,218	)		73,974
Adjustment to additional paid-in capital upon conversion and modification		(4,688,456	)		-
Ending balance	$	-		$	1,650,243

The Company held no Level 3 financial instruments at December 31, 2014.

- Definition

The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 45
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6441202&loc=d3e80720-113993

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4C
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624171-113959

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41620-113959

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4B
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624163-113959

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5579240-113959

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4D
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624177-113959

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80784-113994

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41641-113959

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5579245-113959

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4H
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624258-113959

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 30
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=35736893&loc=d3e80748-113994

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4K
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5708775-113959

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4J
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5708773-113959

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4A
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5618551-113959

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5580258-113959

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4E
-URI http://asc.fasb.org/extlink&oid=35706170&loc=SL5624181-113959

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 25
-Section 50
-Paragraph 1
-URI http://asc.fasb.org/extlink&oid=6886632&loc=d3e76258-113986

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 815
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=35706170&loc=d3e41638-113959

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(n))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

+ Details

Stockholders' Equity (Deficiency)

12 Months Ended

Dec. 31, 2014

Stockholders Equity (Deficiency) [Abstract]

STOCKHOLDERS EQUITY (DEFICIENCY)

NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY)

On January 13, 2014, the Company closed a “best efforts” private offering of $1,000,000 (the “Offering”) with a group of accredited investors (the “Purchasers”) and the Company exercised the oversubscription amount allowed in the Offering of $350,000, for total gross proceeds to the Company of $1,350,000 before deducting placement agent fees and other expenses. Pursuant to a securities purchase agreement with the Purchasers (the “Purchase Agreement”), the Company issued to the Purchasers (i) 415,387 shares of the Company’s common stock, par value $0.0001 and (ii) warrants (the “Warrants”) to purchase 1,350,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $3.25 per share. In connection with the Offering, 138,463 units were sold at the end of December 2013 and 276,924 units were sold in January 2014, all at $3.25 per unit. As a result, the Company received aggregate gross proceeds of $450,000 in December 2013 from the issuance of 138,463 shares of common stock and 450,000 Warrants, and the Company received $900,000 in January 2014 from the issuance of 276,924 shares of common stock and 900,000 Warrants. Costs incurred associated with the Offering in December 2013 and January 2014 were $56,820 and $100,006, respectively. In January 2014, the placement agent received 41,539 Warrants to purchase 41,539 shares of the Company’s common stock as fees.

Pursuant to the Purchase Agreement, the Company’s founders who are members of management (the “Founders”) agreed to cancel a corresponding number of shares to those shares issued in the Offering and place in escrow a corresponding number of shares to be cancelled for each Warrant Share issued. As a result, the Founders retired 138,463 and 276,924 shares of common stock in December 2013 and January 2014, respectively.

The Warrants are exercisable for a period of five (5) years from the original issue date. The initial exercise price with respect to the Warrants was $3.25 per share. On the date of issuance, the Warrants were recognized as derivative liabilities as they did not have fixed settlement provisions because their exercise prices could be lowered if the Company was to issue securities at a lower price in the future. As a result, the Company recorded $3,450,976 as derivative liability warrants on the condensed consolidated balance sheet on January 13, 2014.

On February 21, 2014, the Company amended the terms of the 1,391,539 Warrants issued in the Offering as compensation to the placement agent to eliminate the anti-dilution provision and to lower the exercise price of the Warrants from $3.25 to $3.00. As a result of the Warrant modifications, the Company re-measured the Warrant liability on the modification date and recorded an unrealized gain on derivative liabilities of $448,072 and reclassified the aggregate re-measured value of the Warrants of $4,514,772 to additional paid-in capital. See Note 6 below.

On various dates, during the first nine months ended September 30, 2014, the Company received gross proceeds of $1,500,000 in connection with the exercise of 500,000 warrants into 500,000 shares of common stock at an exercise price of $3.00 per share, net of fees paid upon the exercise of the warrants issued in the Offering per the terms of the underwriter agreement of $30,000. Upon exercise, pursuant to the Purchase Agreement, the Company’s Founders cancelled a corresponding number of shares for each Warrant Share issued. As a result, the Founders retired 400,000 shares of common stock.

From June 12, 2014 to June 17, 2014, the Company conducted a private offering with a group of accredited investors (the “June Purchasers”) who had previously participated in the Offering that occurred between December 30, 2013 and January 13, 2014 (as discussed in this Note 5). Pursuant to a securities purchase agreement with the Purchasers, the Company issued to the June Purchasers warrants (the “June Warrants”) to purchase an aggregate of 400,000 shares (the “June Shares”) of the Company’s common stock at an exercise price of $3.00 per share. The June Warrants are exercisable for a period of five (5) years from the original issue date. The exercise price for the June Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances.

In connection with the issuance of the June Warrants, the Company entered into a registration rights agreement with the June Purchasers pursuant to which the Company agreed to register the Shares and the shares of the common stock underlying the June Warrants (the “June Registrable Securities”) on a Form S-1 registration statement (the “June Registration Statement”) to be filed with the SEC ninety (90) days following the completion of an underwritten public offering (the “Filing Date”) and to cause the June Registration Statement to be declared effective under the Securities Act within ninety (90) days following the Filing Date (the “Required Effective Date”).

The Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date of December 15, 2014. Under the original terms of the arrangement, the Company was required to pay partial liquidated damages to each June Purchaser in the amount equal to two percent (2%) for the purchase price paid for the June Warrants then owned by such June Purchaser for each 30-day period for which the Company is non-compliant. On January 30, 2015, the Company received signed documentation from all of the June Purchasers waiving their right to liquidated damages and terminating the registration rights agreement.

On August 21, 2014, pursuant to a securities purchase agreement with two (2) Purchasers (the “August Purchasers”) who had previously participated in the Offering that occurred between December 30, 2013 and January 13, 2014 (as discussed in this Note 5), the Company issued to the August Purchasers warrants (the “August Warrants”) to purchase an aggregate of 100,000 shares (the “August Shares”) of the Company’s common stock at an exercise price of $3.00 per share. The August Warrants are exercisable for a period of five (5) years from the original issue date. The exercise price for the August Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers, or other corporate changes and dilutive issuances.

In connection with the issuance of the August Warrants, the Company entered into a registration rights agreement with the August Purchasers pursuant to which the Company agreed to register the August Shares and the shares of the common stock underlying the August Warrants (the “August Registrable Securities”) on a Form S-1 registration statement (the August Registration Statement”) to be filed with the SEC ninety (90) days following the Filing Date and to cause the August Registration Statement to be declared effective under the Securities Act by the Required Effective Date.

The August Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date. Under the original terms of the arrangement, the Company was required to pay partial liquidated damages to each August Purchaser in the amount equal to two percent (2%) for the purchase price paid for the August Warrants then owned by such August Purchaser for each 30-day period for which the Company is non-compliant. On January 30, 2015, the Company received signed documentation from all of the August Purchasers waiving their right to liquidated damages and terminating the registration rights agreement.

The Company determined that the effect of the issuance of the 500,000 warrants was to induce the Purchasers to exercise warrants previously issued to them in the Offering. As a result, the Company recorded inducement expense of $1,262,068 during the nine months ended September 30, 2014.

On September 15, 2014, the Company closed on an underwritten public offering of its common stock and warrants. The Company offered 2,127,273 shares of common stock and warrants to purchase 2,127,273 shares of common stock, at a combined price to the public of $2.75 per share and related warrant. The warrants are exercisable for a period of five (5) years beginning on September 15, 2014 at an exercisable price of $3.288 per share. The Company received net proceeds of $4,954,042 from the public offering, after deducting the underwriting discount and other offering related expenses.

In connection with the underwritten public offering of the Company’s common stock and warrants on September 15, 2014, the Company was required to obtain a waiver and consent from the investors in the January 13, 2014 private offering in order to conduct the public offering at a price of $2.75 per share and warrant. As a result, on September 10, 2014, the Company issued the majority investors in the January 13, 2014 private offering, 261,131 unregistered shares of common stock and reduced the exercise price on the outstanding Warrants, June Warrants, and August Warrants from $3.00 to $2.00 per share of common stock for all of the investors. During the three months ended September 30, 2014, the Company recorded additional inducement expense of $718,110 and $232,360 related to the issuance of unregistered shares of common stock to the majority investors and the modification of the warrant exercise price, respectively.

The following table summarizes the Company's warrants outstanding and exercisable at December 31, 2013 and 2014:

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2013		-		$	-		-	$	-
Issued		754,600			2.34		-		-
Exercised		(300,000	)		1.00		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2013		454,600		$	3.23		4.97	$	351,300
Issued		3,675,176			2.79		4.51		-
Exercised		(500,000	)		3.00		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2014		3,629,776		$	2.80		4.51	$	283,828

Long-Term Stock Incentive Plan

On January 4, 2013, a majority of 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, stock issued to directors for serving on the Company’s board, 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, which is 2,476,236 at December 31, 2014. During the year ended December 31, 2014, the Company issued 31,397 shares under the plan to three non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $80,000. Also during the year ended December 31, 2014, the Company issued 112,500 shares with an aggregate fair value of $275,225 to one executive officer and five non-executive employees. These shares were issued with no Company imposed restrictions and as a result, the aggregate fair value of $275,225 was expensed entirely in 2014. On November 18, 2014 the Company granted 215,000 restricted shares with an aggregate fair value of $451,500 to six non-executive employees and one consultant. The vesting period for these restricted shares is twelve months with the exception of one award that vests over a thirty-six month period. During the year ended December 31, 2014, the Company expensed $26,833 related to these restricted stock awards. During the year ended December 31, 2013, the Company issued 48,833 restricted shares under the plan to two non-executive directors with an aggregate fair value $30,000. During the year ended December 31, 2013, the Company issued 100,000 shares with an aggregate fair value $100,000 to four non-executive employees. At December 31, 2014, a total of 292,730 shares have been issued from the Plan and 2,183,506 are available to be issued.

- 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

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(d),(e))
-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB TOPIC 4.E)
-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.29-31)
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB TOPIC 4.C)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 30
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

Reference 10: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Glossary Preferred Stock
-URI http://asc.fasb.org/extlink&oid=6521494

Reference 12: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 11
-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 14: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Paragraph d
-Article 4

Reference 15: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 02
-Paragraph 29, 30, 31
-Article 5

Reference 16: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section E

Reference 17: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 08
-Article 4

Reference 18: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Staff Accounting Bulletin (SAB)
-Number Topic 4
-Section C

Reference 19: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Regulation S-X (SX)
-Number 210
-Section 04
-Article 3

+ Details

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

NOTE 10 - 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.

Subsequent to the acquisition of 3D-ID, the Company licensed sixteen (16) U.S. patents. The Company does not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by third parties. The Company may face claims by third parties that its products or technology infringe their patents or other intellectual property rights in the future. Any claim of infringement could cause the Company to incur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of the Company’s management. If any of the Company’s products are found to violate third-party proprietary rights, it may be required to pay substantial damages.

COMMITMENTS

On August 19, 2011, the Company signed a licensing agreement with Technest Holdings, Inc. and Genex Technologies, Inc., which granted 3D-ID a perpetual sub-licensable, exclusive, worldwide license to use their intellectual property in U.S. Federal and State markets, and a non-exclusive license in all other markets. The Company’s Chief Executive Officer (“CEO”) is a stockholder of and was the former CEO of Technest Holdings, Inc. In consideration of the license of rights affected by this Agreement, 3D-ID is obligated to pay Technest a royalty equal to 5% of net sales with a minimum royalty of $15,000 during the first two years and $20,000 for each contract year thereafter. For the year ended December 31, 2013, the Company incurred $15,000, in connection with the agreement. As of December 31, 2013, $35,000 of minimum royalties are included in accrued expenses in the consolidated balance sheet in connection with the agreement.

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 year, the Company and the consultant verbally extended the agreement until October 30, 2013, with the same terms and conditions. The Company entered into a new agreement on November 1, 2013 for a period of six months and agreed to pay the consultant a monthly cash fee of $5,000.

During the year ended December 31, 2013, the Company issued 165,744 shares of common stock with an aggregate fair value of $90,000 and paid $60,000 in cash as compensation for services provided from January 1, 2013 to December 31, 2013. In addition the consultant was paid $41,875 for additional marketing services.

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. The agreement ended in May, 2013. For the year ended December 31, 2013, the Company incurred expenses in connection with this agreement of $11,000 .

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 an aggregate fair value of $5,000. The company also entered into an agreement with the same consultant for additional services ending December 31, 2013 in the amount of $65,000 in cash and 4,878 shares of common stock with a fair value of $20,000.

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. During the year ended December 31, 2013 the Company paid $125,000 and samples are currently in the process of being built.

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 year ended December 31, 2013, the consultant was issued 13,767 shares with an aggregate fair value of $42,240.

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 issued the consultant 24,000 shares of common stock with an aggregate fair value of $24,000 as compensation for services provided.

On October 16, 2013, the Company entered into a lease agreement 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. The Company’s rent expense in 2013 was not material, however, it is obligated to pay $15,000 in 2014, 15,450 in 2015 and 15,914 in 2016, for a total remaining lease commitment as of December 31, 2013 of $46,364.

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.

On July 3, 2014, the Company entered into a purchase commitment with a certain vendor for an aggregate amount of $696,500. The purchase commitment originally called for monthly deliveries through February 1, 2015. On December 16, 2014, the Company modified the purchase commitment by rescheduling certain of the original shipping dates to various dates later in 2015. As of December 31, 2014, the Company has paid $139,300 towards this purchase commitment.

On September 12, 2014, the Company entered into a lease agreement for office space in Oxford, Connecticut. The term of the lease is for two (2) years with a monthly rent of $2,300 in the first year, increasing to $2,450 per month in the second year. On October 3, 2014, the Company entered into a lease agreement for customer service and warehouse space in Melbourne, Florida. The lease term commences on January 1, 2015. The term of the lease is for three (3) years with a monthly rent amount of $6,395 which includes the base rent, an escrow for taxes and insurance, common area maintenance charges and applicable sale tax. The Company incurred rent expense of $28,071 for the year ended December 31, 2014, respectively. Minimum lease payments for non-cancelable operating leases are as follows:

Future Lease Obligations

2015	$	125,058
2016		121,477
2017		87,426
Total future lease obligations	$	333,961

On September 24, 2014, the Company entered into a private label distribution agreement with a company specializing in facial recognition technology and the agreement is for five (5) years and is renewable by mutual consent. The Company has agreed to pay a royalty of twenty percent (20%) on the net sales incorporating this technology subject to a monthly minimum royalty of $5,000.

On October 13, 2014, the Company entered into an agreement with a sales and marketing group to provide consulting services including the development and execution of a strategic market plan for the Wocket™. The term of the agreement is for fifteen months and the fee for services is $250,000. The agreement calls for the total payment to be made in three installments. The Company paid $125,000 upon execution of the agreement.

EMPLOYMENT AGREEMENT

Effective October 1, 2012, Nxt-ID entered into an employment agreement with its Chief Executive Officer. The employment agreement provides for:

●

An initial term of 3 years beginning on October 1, 2012.

●

A base salary of $150,000 per year, increasing to $300,000 per year, which occurred effective January 1, 2014.

●

Payment of all necessary and reasonable out-of-pocket expenses incurred by the executive in the performance of his duties under the agreement.

●

Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicable to the executive's services.

●

Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliance with the corporate governance standards of any applicable listing exchange.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Summary of Significant Accounting Policies [Abstract]

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

USE OF ESTIMATES IN THE FINANCIAL STATEMENTS

PRINCIPLES OF CONSOLIDATION

PRINCIPLES OF CONSOLIDATION

The 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.

CASH

CASH

CONCENTRATIONS OF CREDIT RISK

CONCENTRATIONS OF CREDIT RISK

REVENUE RECOGNITION

REVENUE RECOGNITION

LONG-LIVED ASSETS

LONG-LIVED ASSETS

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT

Equipment		5 years
Furniture and fixtures		3 to 5 years
Tooling and molds		2 to 3 years

Depreciation expense for the year ended December 31, 2014 and 2013 was $12,473 and $585, respectively.

INVENTORY

INVENTORY

CONVERTIBLE INSTRUMENTS

CONVERTIBLE INSTRUMENTS

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.

DERIVATIVE FINANCIALS INSTRUMENTS

DERIVATIVE FINANCIALS INSTRUMENTS

DEBT DISCOUNT AND AMORTIZATION OF DEBT DISCOUNT

DEBT DISCOUNT AND AMORTIZATION OF DEBT DISCOUNT

INCOME TAXES

INCOME TAXES

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION

NET LOSS PER SHARE

NET LOSS PER SHARE

RESEARCH AND DEVELOPMENT

RESEARCH AND DEVELOPMENT

RECENT ACCOUNTING PRONOUNCEMENTS

RECENT ACCOUNTING PRONOUNCEMENTS

Accrued Expenses (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Accrued expenses [Abstract]
Salaries and payroll taxes	$ 35,239	$ 18,750
Reimbursable expenses	5,426	196
Consulting fees	10,000	18,574
Audit fees	50,000
Insurance	136,349
Rent	628
State income taxes	843
Royalty fees		35,000
Investment banking fees		45,000
Interest expense - convertible note		17,497
Other	16,060
Totals	$ 254,545	$ 135,017

Convertible Notes Payable (Details) - USD ($)			3 Months Ended	9 Months Ended	12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Feb. 11, 2014	Dec. 13, 2012	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2014	Dec. 31, 2013	Jan. 31, 2013	Dec. 21, 2012
Convertible Notes Payable [Line Items]
Convertible notes payable		$ 150,000
Convertible notes payable - accrued interest	$ 21,485					$ 17,497
Convertible notes payable, Maturity date		Dec. 21, 2014
Conversion of debt	$ 150,000
Debt conversion description	CII regarding converting its outstanding convertible note of $150,000, along with accrued interest of $21,485, into common stock at a 25% discount to the Company's closing stock price on February 17, 2014.
Shares issued for debt relief					55,497	100,000
Shares issued for debt relief, amount			$ 232,360		$ 171,485	$ 100,000
Unrealized gain on change in fair value of conversion feature				$ 20,218
Conversion feature in additional paid-in capital				$ 98,722
Unamortized debt discount					$ 26,755	$ 18,211
First Tranche [Member]
Convertible Notes Payable [Line Items]
Convertible notes payable								$ 75,000
Second Tranche [Member]
Convertible Notes Payable [Line Items]
Convertible notes payable							$ 75,000

Stockholders' Equity (Deficiency) (Details) - Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Number of Warrants
Number of Warrants Outstanding and Exercisable beginning	454,600
Number of Warrants Issued	3,675,176	754,600
Number of Warrants Exercised	(500,000)	(300,000)
Number of Warrants Cancelled
Number of Warrants Outstanding and Exercisable ending	3,629,776	454,600
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding and Exercisable, beginning	$ 3.23
Weighted Average Exercise Price Issued	2.79	2.34
Weighted Average Exercise Price Exercised	3.00	1.00
Weighted Average Exercise Price Cancelled
Weighted Average Exercise Price Outstanding and Exercisable ending	$ 2.80	$ 3.23
Weighted Average Remaining Life In Years
Weighted Average Remaining Life In Years Outstanding, beginning	4 years 11 months 19 days
Weighted Average Remaining Life In Years Issued	4 years 6 months 4 days
Weighted Average Remaining Life In Years Outstanding, ending	4 years 6 months 4 days
Weighted Average Remaining Life In Years Exercisable	4 years 6 months 4 days
Intrinsic Value
Intrinsic Value Outstanding, beginning	$ 351,300
Intrinsic Value Outstanding, ending	283,828	351,300
Intrinsic Value Exercisable	$ 283,828

Stockholders' Equity (Deficiency) (Details Textual)				1 Months Ended				3 Months Ended	12 Months Ended
Stockholders' Equity (Deficiency) (Details Textual)	Aug. 21, 2014 Purchasers $ / shares shares	Jun. 17, 2014 $ / shares shares	Jan. 13, 2014 USD ($) $ / shares shares	Nov. 18, 2014 USD ($) employees Consultant shares	Sep. 15, 2014 USD ($) $ / shares shares	Feb. 21, 2014 USD ($) $ / shares shares	Jan. 31, 2014 shares	Sep. 30, 2014 USD ($) $ / shares shares	Dec. 31, 2014 USD ($) employees directors Officer $ / shares shares	Dec. 31, 2013 USD ($) employees directors $ / shares shares	Feb. 27, 2015 $ / shares
Proceeds from issuance of stock, value \| $										$ 51,000
Common stock issued									24,762,360	21,937,822
Common stock, par value \| $ / shares									$ 0.0001	$ 0.0001
Stock sold in private offering, warrant shares					2,127,273
Common stock exercise price \| $ / shares					$ 2.75
Gross proceeds from Issuance of common stock \| $										$ 51,000
Proceeds from public offering \| $					$ 4,954,042
Warrant received by private placement agent							41,539
Warrants issued to purchase common stock					2,127,273
Proceeds from Warrant Exercises \| $									1,470,000	$ 300,000
Warrant exercise price \| $ / shares											$ 3.288
Warrant term					5 years
Inducement costs \| $									$ 1,262,068
Stock issued under LTIP - shares									2,476,236
Restricted shares issued			261,131	215,000
Restricted shares issued, fair value \| $				$ 451,500
Number of non executive under plan \| employees				6					5	4
Number Of Consultant \| Consultant				1
Long-term stock incentive plan description									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, which is 2,476,236 at December 31, 2014
Additional paid-in capital \| $									$ 11,562,887	$ (80,177)
Percentage of liquidated damage									2.00%
Additional inducement expense \| $								$ 718,110
Stock issued during the plan \| $								$ 232,360	$ 171,485	$ 100,000
Stock issued during the plan, shares									55,497	100,000
Shares issued to executive and non-executive \| $									$ 275,225
Shares issued to executive and non-executive, Shares									112,500
Shares available to be issued									2,183,506
Shares, Issued									292,730
Expense on restricted stock awards \| $									$ 26,833
Director [Member]
Restricted shares issued										48,833
Restricted shares issued, fair value \| $										$ 30,000
Number of non executive under plan \| directors									3	2
Stock issued during the plan \| $									$ 31,397
Stock issued during the plan, shares									80,000
Officer [Member]
Number of Executive \| Officer									1
Stock issued during the plan, shares									55,497
Shares issued to executive and non-executive \| $									$ 275,225
January 13, 2014 offering [Member]
Closing balance of private offering \| $									1,000,000
Exercised oversubscription amount in offering \| $									350,000
Proceeds from issuance of stock, value \| $									$ 1,350,000
Common stock issued									415,387
Common stock, par value \| $ / shares									$ 0.0001
Proceeds from private offering \| $									$ 450,000
Securities Purchase Agreement [Member]
Stock sold in private offering, warrant shares									1,350,000
Common stock exercise price \| $ / shares	$ 3.00								$ 3.25
Warrant term	5 years
Number of warrants exercised	100,000
Percentage of liquidated damage	2.00%
Number of purchasers \| Purchasers	2
December 2013 Offering [Member]
Stock sold in private offering, warrant shares									138,463
Common stock exercise price \| $ / shares									$ 3.25
Common stock unit under public offering									138,463
Gross proceeds from Issuance of common stock \| $									$ 450,000
Offering costs \| $									$ 56,820
Retirement of common stock by officers, shares									138,463
January 2014 Offering [Member]
Stock sold in private offering, warrant shares									276,924
Common stock exercise price \| $ / shares									$ 3.25
Common stock unit under public offering									276,924
Gross proceeds from Issuance of common stock \| $									$ 900,000
Offering costs \| $									$ 100,006
Retirement of common stock by officers, shares									276,924
Maximum [Member]
Common stock exercise price \| $ / shares			$ 3.00
Minimum [Member]
Common stock exercise price \| $ / shares			$ 2.00
Common Stock [Member]
Proceeds from issuance of stock, value \| $										$ 20
Common stock issued								500,000
Common stock exercise price \| $ / shares		$ 3.00						$ 3.00
Common stock unit under public offering										138,463
Offering costs \| $								$ 30,000
Public offering price per share \| $ / shares					$ 2.75
Retirement of common stock by officers, shares									(676,924)	(138,463)
Proceeds from Warrant Exercises \| $								$ 1,500,000
Warrant term		5 years
Number of warrants exercised		400,000
Warrants [Member]
Public offering price per share \| $ / shares					$ 2.75
Retirement of common stock by officers, shares								400,000
Unrealized gain on derivative liabilities \| $						$ 448,072
Derivative liability \| $			$ 3,450,976
Warrant exercise price \| $ / shares			$ 3.25						$ 2.80	$ 3.23
Warrant term			5 years
Number of warrants exercised						1,391,539			(500,000)
Additional paid-in capital \| $						$ 4,514,772
Warrants [Member] \| December 2013 Offering [Member]
Common stock unit under public offering									450,000
Warrants [Member] \| January 2014 Offering [Member]
Common stock unit under public offering									900,000
Warrants [Member] \| Maximum [Member]
Warrant exercise price \| $ / shares						$ 3.25
Warrants [Member] \| Minimum [Member]
Warrant exercise price \| $ / shares						$ 3.00

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Current
Federal
State	843
Total	843
Deferred
Federal	(1,744,445)	(491,900)
State	(314,699)	(71,500)
Total Deferred Income Tax Provision	(2,059,144)	(563,400)
Change in valuation allowance	2,059,144	563,400
Total income tax provision	$ 843

Income Taxes (Details 2) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Deferred tax assets:
Net operating loss carryforward	$ 2,487,784	$ 639,100
Tax credits	75,337
Accruals and reserves	23,023
Restricted stock	114,712
Derivative liability		10,421
Total deferred tax assets before valuation allowance:	2,700,856	649,521
Valuation allowance	(2,698,243)	(639,100)
Deferred tax assets, net of valuation allowance	2,613	10,421
Deferred tax liabilities:
Fixed assets	(2,613)
Convertible debt		(10,421)
Deferred Tax Liabilities, Net	(2,613)	(10,421)
Net deferred tax asset (liability)

Commitments and Contingencies (Details Textual)							1 Months Ended									12 Months Ended
Commitments and Contingencies (Details Textual)	Oct. 13, 2014 USD ($)	Sep. 12, 2014 USD ($)	Jul. 02, 2014 USD ($)	Nov. 01, 2013 USD ($)	Oct. 01, 2012	Aug. 19, 2011 USD ($)	Sep. 24, 2014 USD ($)	Jan. 31, 2014 USD ($)	Oct. 16, 2013 USD ($)	Sep. 16, 2013 USD ($) shares	Aug. 31, 2013 USD ($) shares	Jul. 31, 2013 USD ($) shares	Jan. 31, 2013 USD ($) shares	Nov. 30, 2012 USD ($)	Oct. 31, 2012 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($) shares
Commitments and Contingencies [Line Items]
Consultant fees paid in cash														$ 5,500
Aggregate amount of purchase commitment													$ 150,000				$ 125,000
Issuance of common stock for development services																$ 765,975	311,240
Rent expense year one																125,058
Rent expense year two																121,477
Rent expense year three																87,426
Lease commitment																333,961
Percentage on sales commission						5.00%								5.00%
Minimum royalty payment two years						$ 15,000
Minimum royalty payment there after						$ 20,000
Royalty revenue																	15,000
Royalties accrued																	35,000
Agreement maturity date														May, 2013
Incurred expenses																$ 5,246,482	1,435,099
Lease Agreements [Member]
Commitments and Contingencies [Line Items]
Term of the lease									3 years
Monthly rent amount									$ 1,250
Percentage of lease increase annually									3
Rent expense year one																	15,000
Rent expense year two																	15,450
Rent expense year three																	15,914
Lease commitment																	46,364
Consultant Agreement [Member]
Commitments and Contingencies [Line Items]
Consultant fees paid in cash	$ 250,000									$ 4,000		$ 4,000			$ 5,000
Prepaid fee for services	$ 125,000
Term of agreement	15 months
Issuance of common stock for development services													$ 20,000		$ 10,000		$ 20,000
Issuance of common stock for development services, shares \| shares													5,000				4,878
Stock issued for services in cash																	$ 65,000
Stock issued for services for public relations and marketing											$ 24,000						$ 42,240
Stock issued for services for public relations and marketing, shares \| shares										4,000	24,000	4,000					13,767
Incurred expenses																	$ 11,000
Consultant Agreement One [Member]
Commitments and Contingencies [Line Items]
Consultant fees paid in cash				$ 5,000
Term of agreement				6 months
Issuance of common stock for development services																	$ 90,000
Issuance of common stock for development services, shares \| shares																	165,744
Compensation for services paid in cash																	$ 60,000
Payments for additional marketing services																	$ 41,875
Lease Agreement [Member]
Commitments and Contingencies [Line Items]
Term of the lease																3 years
Rent expenses																$ 28,071
Monthly rent amount																$ 6,395
Lease Agreement One [Member]
Commitments and Contingencies [Line Items]
Term of the lease		2 years
Lease and rental expense current year		$ 2,300
Lease and rental expense next year		$ 2,450
Purchase Commitment [Member]
Commitments and Contingencies [Line Items]
Aggregate amount of purchase commitment			$ 696,500
Payment for purchase commitment			$ 139,300
Purchase commitment, description			The purchase commitment calls for monthly deliveries through February 1, 2015
Distribution agreement [Member]
Commitments and Contingencies [Line Items]
Term of agreement							5 years
Royalty percentage							20.00%
Monthly minimum royalty							$ 5,000
Employment Agreement [Member] \| Chief Executive Officer [Member]
Commitments and Contingencies [Line Items]
Term of agreement					3 years
Initial base salary								$ 150,000
Increased in salaries								$ 300,000

Advances from Officer	12 Months Ended
Advances from Officer	Dec. 31, 2014
Advances from Officer [Abstract]
ADVANCES FROM OFFICER	NOTE 7 - ADVANCES FROM OFFICER During the year ended December 31, 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.

Organization and Principal Business Activity (Details)	1 Months Ended
Organization and Principal Business Activity (Details)	Sep. 25, 2012 shares
Organization And Principal Business Activity [Abstract]
Business acquisition, membership interests percentage	100.00%
Common stock acquired in exchange	20,000,000

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2014
Equipment [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	5 years
Furniture and Fixtures [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Tooling And Molds [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Tooling And Molds [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	2 years

Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2014	Dec. 31, 2013
Effective Income Tax Rate Reconciliation, Percent [Abstract]
U.S. federal statutory rate	34.00%	(34.00%)
State income tax rate, net of federal benefit	2.93%	(4.95%)
Inducement expenses	(10.63%)
Other permanent differences	2.79%	2.47%
Less: valuation allowance	(29.10%)	36.48%
Provision for income taxes	(0.01%)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Income Taxes (Textual)
Net operating loss carryovers	$ 6,508,916	$ 1,641,000
Change in valuation allowance	$ 2,059,144	$ 563,400
Operating loss carryforwards, expiration date	Dec. 31, 2033
Tax credit carryforwards	$ 75,337
Tax credit carryforward, expiration date	Dec. 31, 2033

Going Concern and Management Plans (Details) - USD ($)	12 Months Ended
Going Concern and Management Plans (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Going Concern and Management Plans [Abstract]
Net Loss	$ (7,076,609)	$ (1,544,534)
Stockholders' Equity	2,735,344	$ (1,831,393)	$ (6,576)
Working capital	$ 2,579,121

Derivative Liabilities (Details) - USD ($)	12 Months Ended
Derivative Liabilities (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate		0.30%
Expected volatility		123.54%
Fair Value Assumptions, Expected Term		4 years 7 months 2 days
Expected dividend yield
Number of shares	120,000	500,000
Fair value		$ 1,650,243
February 21, 2014 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate	1.52%
Expected volatility	105.36%
Fair Value Assumptions, Expected Term	4 years 10 months 17 days
Expected dividend yield
Number of shares	1,391,539
Fair value	$ 4,589,734
February 18, 2014 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate	0.10%
Expected volatility	105.36%
Fair Value Assumptions, Expected Term	9 months
Expected dividend yield
Number of shares	55,497
Fair value	$ 98,722
January 13, 2014 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate	1.60%
Expected volatility	123.54%
Fair Value Assumptions, Expected Term	5 years
Expected dividend yield
Number of shares	941,539
Fair value	$ 3,450,976
May 25, 2013 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate		0.30%
Expected volatility		91.17%
Fair Value Assumptions, Expected Term		1 year 7 months 6 days
Expected dividend yield
Number of shares		120,000
Fair value		$ 44,966

Derivative Liabilities (Details 1) - USD ($)	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities		$ 1,650,243
Quoted prices in active markets (Level 1)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities
Significant other observable inputs (Level 2)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities
Significant unobservable inputs (Level 3)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities		$ 1,650,243

Derivative Liabilities (Details 2) - USD ($)	12 Months Ended
Derivative Liabilities (Details 2) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Derivative Instruments, Gain (Loss) [Line Items]
Beginning liability balance	$ 1,650,243
Ending balance		$ 1,650,243
Fair Value, Inputs, Level 3 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Beginning liability balance	1,650,243
Recognition of derivative value in equity	3,450,976	1,531,303
Recognition of conversion feature liability		44,966
Net unrealized gain on derivative liabilities in equity	(392,545)
Net unrealized (gain) loss on conversion feature liabilities	(20,218)	73,974
Adjustment to additional paid-in capital upon conversion and modification	(4,688,456)
Ending balance		$ 1,650,243

Advances from Officer (Details) - USD ($)	12 Months Ended
Advances from Officer (Details) - USD ($)	Dec. 31, 2014	Dec. 31, 2013
Advances from Officer [Abstract]
Proceeds from advances made by officer		$ 64,000
Repayments of advances made by officer		$ 64,000

Commitments and Contingencies (Details)	Dec. 31, 2014 USD ($)
Commitments and Contingencies [Abstract]
2015	$ 125,058
2016	121,477
2017	87,426
Total future lease obligation	$ 333,961

Subsequent Events (Details) - USD ($)							1 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Mar. 05, 2015	Jan. 28, 2015	Jan. 19, 2015	Jan. 15, 2015	Jan. 03, 2015	Jan. 13, 2014	Nov. 18, 2014	Dec. 31, 2014	Dec. 31, 2013	Feb. 27, 2015
Subsequent Event [Line Items]
Restricted shares issued						261,131	215,000
Issuance of common stock value									$ 51,000
Proceeds in connection with exercise of warrants								$ 1,470,000	$ 300,000
Warrant exercise price										$ 3.288
Subsequent Event [Member]
Subsequent Event [Line Items]
Cash compensation			$ 50,000	$ 5,000	$ 5,000
Restricted shares issued				5,000	6,000
Issuance of common stock for services, shares			25,000
Issuance of common stock value			$ 68,750
Proceeds in connection with exercise of warrants		$ 100,000
Issuance of warrants		50,000
Number of common stock called by warrants		50,000
Warrant exercise price		$ 2.00
Retirement of common stock by executive officers, shares	697,054