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Document and Entity Information	12 Months Ended
Dec. 31, 2015
Document and Entity Information
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	0001566826
Amendment Flag	false
Document Type	S-1
Document Period End Date	Dec. 31, 2015
Entity Filer Category	Smaller Reporting Company

Consolidated Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash	$ 418,991	$ 2,201,287
Restricted cash	1,534,953	28,439
Inventory	1,767,942	359,544
Prepaid expenses and other current assets	1,039,405	918,204
Total Current Assets	4,761,291	3,507,474
Property and equipment, net of accumulated depreciation of $196,353 and $13,157, respectively	373,214	156,223
Total Assets	5,134,505	3,663,697
Current Liabilities
Accounts payable	1,333,137	535,209
Accrued expenses	641,438	254,545
Customer deposits	8,729	138,599
Convertible notes payable, net of discount of $1,445,342 and $26,755, respectively	1,849,508
Derivative liability conversion feature	420,360
Total Current Liabilities	4,253,172	928,353
Commitments and Contingencies
Stockholders' Equity
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; 44,411,591 and 24,762,360 issued and outstanding, respectively	4,441	2,476
Additional paid-in capital	22,783,765	11,562,887
Accumulated deficit	(21,906,873)	(8,830,019)
Total Stockholders' Equity	881,333	2,735,344
Total Liabilities and Stockholders' Equity	$ 5,134,505	$ 3,663,697

Consolidated Statements of Operations - USD ($)	12 Months Ended
Consolidated Statements of Operations - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Statements of Operations [Abstract]
Revenues	$ 616,854
Costs of goods sold	1,823,824
Gross Profit (Loss)	(1,206,970)
Operating Expenses
General and administrative	3,565,242	2,432,660
Selling and marketing	3,423,567	1,396,077
Research and development	2,728,518	1,417,745
Total Operating Expenses	9,717,327	5,246,482
Operating Loss	(10,924,297)	(5,246,482)
Other Income and (Expense)
Interest income	727	1,235
Interest expense	(1,249,961)	(30,744)
Inducement expense	(755,000)	(2,212,538)
Loss on extinguishment of debt	(635,986)
Realized gain on change in fair value of derivative liabilities	47,242
Unrealized gain on change in fair value of derivative liabilities	444,728	412,763
Total Other Expense, Net	(2,148,250)	(1,829,284)
Loss before Income Taxes	(13,072,547)	(7,075,766)
Provision for Income Taxes	(4,307)	(843)
Net loss	$ (13,076,854)	$ (7,076,609)
Net Loss Per Share - Basic and Diluted	$ (0.48)	$ (0.31)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	27,111,975	22,849,010

Consolidated Statements of Changes in Stockholders' Equity (Deficiency) - USD ($)	Total	Common Stock	Additional Paid-in Capital (Deficit)	Accumulated Deficit
Beginning balance at Dec. 31, 2013	$ (1,831,393)	$ 2,194	$ (80,177)	$ (1,753,410)
Beginning balance, Shares at Dec. 31, 2013		21,937,822
Exercise of common stock purchase warrants, net of fees	1,470,000	$ 50	1,469,950
Exercise of common stock purchase warrants, net of fees, 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
Unrealized gain on change in fair value of derivative liability	(412,763)		(412,763)
Issuance of common stock for services	765,947	$ 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
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
Exercise of common stock purchase warrants, net of fees	650,000	$ 33	649,967
Exercise of common stock purchase warrants, net of fees, Shares		325,000
Issuance of common stock and warrants for cash, net of fees	2,917,378	$ 332	2,917,046
Issuance of common stock and warrants for cash, net of fees, Shares		3,321,429
Stock issued related to waiver of installment provisions (Note 8)	139,921	$ 58	139,863
Stock issued related to waiver of installment provisions (Note 8) , Shares		583,003
Issuance of common stock for services	2,381,961	$ 254	2,381,707
Issuance of common stock for services, Shares		2,541,466
Issuance of restricted stock to employees	373,834	$ 16	373,818
Issuance of restricted stock to employees, Shares		160,000
Release of escrowed common stock to officers		$ 12	(12)
Release of escrowed common stock to officers, shares		118,333
Inducement fees	755,000	$ 25	754,975
Inducement fees, Shares		250,000
Issuance of common stock and warrants in connection with the World Ventures Holding Transaction (Note 7)	1,974,522	$ 1,005	1,973,517
Issuance of common stock and warrants in connection with the World Ventures Holding Transaction (Note 7), Shares		10,050,000
Shares issued in connection with the issuance of convertible notes on December 8, 2015 (Note 6)	333,000	$ 90	332,910
Shares issued in connection with the issuance of convertible notes on December 8, 2015 (Note 6), Shares		900,000
Conversion of convertible notes to common stock (Note 8)	183,793	$ 140	183,653
Conversion of convertible notes to common stock (Note 8), Shares		400,000
Warrants issued in connection with the issuance of convertible notes on April 23, 2015, net of deferred financing costs (Note 6)	1,513,434		1,513,434
Net loss	(13,076,854)			(13,076,854)
Ending balance at Dec. 31, 2015	$ 881,333	$ 4,441	$ 22,783,765	$ (21,906,873)
Ending balance, Shares at Dec. 31, 2015		44,411,591

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Cash Flows from Operating Activities
Net loss	$ (13,076,854)	$ (7,076,609)
Adjustment to reconcile net loss to net cash used in operating activities:
Depreciation	183,196	12,473
Stock based compensation	1,513,584	792,808
Amortization of debt discount	1,093,371	26,755
Loss on extinguishment of debt	635,986
Inducement fees	755,000	2,212,538
Non - cash inventory charges	999,124
Amortization of deferred debt issuance costs	35,683
Unrealized gain on change in fair value of derivative liabilities	(444,728)	(412,763)
Realized gain on change in fair value of derivative liabilities	(47,242)
Stock issued related to waiver of installment provisions	139,921
Other	69,850
Changes in operating assets and liabilities:
Inventory	(2,407,522)	(353,011)
Prepaid expenses and other current assets	400,497	(910,911)
Accounts payable	1,352,881	268,106
Accrued expenses	306,451	141,013
Customer deposits	(129,870)	138,599
Total Adjustments	4,456,182	1,915,607
Net Cash Used in Operating Activities	(8,620,672)	(5,161,002)
Cash flows from Investing Activities
Restricted cash	(1,506,514)	(28,439)
Purchase of equipment	(381,767)	(137,953)
Net Cash Used in Investing Activities	(1,888,281)	(166,392)
Cash flows from Financing Activities
Proceeds received in connection with issuance of common stock and warrants, net	5,114,353	5,754,035
Proceeds received in connection with issuance of common stock, net
Proceeds from convertible notes payable	2,962,304
Proceeds received in connection with exercise of warrants	650,000	1,470,000
Proceeds received in connection with issuance of warrants		1,020
Net Cash Provided by Financing Activities	8,726,657	7,225,055
Net (Decrease) Increase in Cash	(1,782,296)	1,897,661
Cash - Beginning of Year	2,201,287	303,626
Cash - End of Year	418,991	2,201,287
Cash paid during the periods for:
Interest
Taxes	1,000
Non-cash financing activities:
Equipment purchases on payment terms	18,420
Fees incurred in connection with equity offerings	222,453
Recognition of liability in connection with warrant exercise		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 accelerated installments of note payable	350,000	171,485
Reclassification of conversion feature liability in connection with note conversion		98,722
Retirement of common stock by officers		68
Commitment shares issued in connection with December 8, 2015 notes	333,000
Additional convertible notes issued in connection with exchange of April 24, 2015 notes for December 8, 2015 notes	$ 500,000

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

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 in 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, 2015 and 2014, the Company had no cash equivalents.

RESTRICTED CASH

At December 31, 2015 and 2014, the Company had restricted cash of $1,534,953 and $28,439, respectively. The restricted cash balance at December 31, 2015 includes $1,500,000 received on December 31, 2015 as a result of the World Ventures Holdings transaction. See Note 7 for further information regarding the World Ventures Holdings transaction. Restricted cash also includes amounts held back by the Company’s third party credit card processor for potential customer refunds, claims and disputes.

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 recognizes revenue 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’s wocket® smart wallet sales comprise multiple element arrangements including both the wocket® smart wallet device itself as well as unspecified future upgrades. The Company offers to all of its end-consumer customers a period of fourteen days post the actual receipt date in which to return their wocket® smart wallet. The Company was unable to reliably estimate returns at the time shipments were made during the twelve months ended December 31, 2015 due to lack of return history. Accordingly, the Company has recognized revenue only on those shipments whose fourteen day return period had lapsed by December 31, 2015. The Company accrues for the estimated costs associated with the one year wocket® smart wallet warranty at the time revenue associated with the sale is recorded, and periodically updates its estimated warranty cost based on actual experience.

For the year ended December 31, 2015, The Company’s revenues related to shipments of the wocket® smart wallet to customers who pre-ordered the product in 2014 as well as to those customers who ordered the product in 2015. In addition, the revenues for the year ended December 31, 2015 included resale sales of the wocket® smart wallet to retail customers who resell the wocket® smart wallet through their respective distribution channels. The aggregate amount of these resale sales was $167,164. The terms and conditions of these sales provide the retail customers with trade credit terms. In addition, these sales were made to the retailers with no rights of return and are subject to the normal warranties offered to the ultimate consumer for product defects.

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, 2015 and 2014 was $183,196 and $12,473, respectively.

Property and equipment, net at December 31, 2015 and 2014 consist of the following:

	December 31,
	2015			2014
Equipment	$	105,902		$	43,849
Furniture and fixtures	$	72,713		$	48,157
Tooling and molds	$	390,952		$	77,374
	$	569,567		$	169,380
Accumulated depreciation	$	(196,353	)	$	(13,157	)
Property and equipment, net	$	373,214		$	156,223

INVENTORY

Effective October 1, 2015 for application prospectively, we adopted FASB Accounting Standards Update No. 2015-11, simplifying the Measurement of Inventory (“ASU 2015-11”). ASU 2015-11 requires that inventory is measured at the lower of cost or net realizable value, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. Previously, inventory was measured at the lower of cost or market. We adopted ASU 2015-11 in connection with our fourth quarter 2015 inventory valuation review, and prompted by the impact of EMV chip point of sale and Nearfield Communication technologies on our business. As a result, our fourth quarter 2015 inventory valuation charges were determined based upon our inventory’s net realizable value.

The Company performs regular reviews of inventory quantities on hand and evaluates the realizable value of its inventories. The Company adjusts the carrying value of the inventory as necessary with estimated valuation reserves for excess, obsolete, and slow-moving inventory by comparing the individual inventory parts to forecasted product demand or production requirements. As of December 31, 2015 inventory was comprised of $1,587,653 in raw materials and $180,289 in finished goods on hand. Inventory of $359,544 at December 31, 2014 was comprised solely of raw materials. As an emerging growth entity, the Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of December 31, 2015 and 2014, $49,103 and $423,054, respectively of prepayments made primarily for raw materials 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, 2015. 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 7,615,490 warrants as of December 31, 2015 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, 2014, potentially dilutive securities realizable from the exercise of 3,629,776 warrants 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

In February 2016, the FASB issued Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02"). ASU 2016-02 establishes a right-of-use ("ROU") model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently assessing the potential impact of ASU 2016-02 on the audited financial statements and related disclosures.

In April 2015, the FASB issued Accounting Standards Update 2015-03, Interest - Imputation of Interest (Subtopic 835-30), Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"), which provides guidance for simplifying the presentation of debt issuance costs. ASU 2015-03 requires that debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. This guidance will be effective for fiscal years beginning after December 15, 2015, and early adoption is permitted for financial statements that have not been previously issued. The standard requires application on a retrospective basis and represents a change in accounting principle. In addition, in August 2015, Accounting Standards Update 2015-15, Interest - Imputation of Interest ("ASU 2015-15"), was released, which codified guidance pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force (EITF) meeting about the presentation and subsequent measurement of debt issuance costs associated with line-of-credit arrangements. Given the absence of authoritative guidance within ASU 2015-03 for debt issuance costs related to line-of-credit arrangements, ASU 2015-15 states the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the line-of-credit arrangement. The impact of ASU 2015-03 and ASU 2015-15 on the Company's financial statements includes a reclassification of deferred debt issuance costs related to the Company's convertible notes payable to be presented in the consolidated balance sheets as a direct deduction from the carrying amount of those borrowings. The Company will adopt this accounting guidance in its first quarter of 2016.

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.

Convertible Notes Payable

12 Months Ended

Dec. 31, 2015

Convertible Notes Payable [Abstract]

Convertible Notes Payable

NOTE 5 - CONVERTIBLE NOTES PAYABLE

December 2015 Private Placement

On December 8, 2015, the Company entered into a securities purchase agreement (the “December Purchase Agreement”) with certain accredited investors (the “December Purchasers”) pursuant to which the Company sold an aggregate of $1,500,000 in principal amount of Senior Secured Convertible Notes (the “December Notes”) for an aggregate purchase price of $1,500,000 (the “December Offering”). The Notes will mature on December 8, 2016 (the “December Maturity Date”), less any amounts converted or redeemed prior to the December Maturity Date. The December Notes bear interest at a rate of 8% per annum. The December Notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $0.55 per share. In case of an Event of Default (as defined in the December Notes), the notes are convertible at 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days, until such Event of Default has been cured. The conversion price is subject to adjustment for stock dividends, stock splits, combinations or similar events. The Notes are repayable from the earlier of June 7, 2016 or the effective date of the initial registration statement that was filed with this offering, (The Installment Trigger Date). The installment payments are to be made on the l^st and 15^thcalendar day of each month. The amount of each installment is the quotient of the original principal amount divided by the number of installment payments after the Installment Trigger Date and the scheduled Maturity Date on December 7, 2016. The holder of the notes may opt to accelerate two installment amounts in an amount up to twice the regular installment amount. The installment payments may be made in cash or in common stock at 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days at the option of the Company.

In connection with the sale of the December Notes, the Company also issued to the December Purchasers an aggregate of 900,000 shares of the Company’s common stock in consideration of each Investor’s execution and delivery of the December Purchase Agreement (the “Commitment Shares”). The Commitment Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the SEC on April 24, 2015 and declared effective on May 14, 2015 (File No. 333-203637).

As described above, the April Purchasers exchanged the April Convertible Notes plus accrued but unpaid interest into the convertible notes that were issued on December 8, 2015. (The December Notes). As a result, the Company incurred a loss on extinguishment of the April Convertible Notes of $635,986 which resulted primarily from the write off of the remaining unamortized note discount and deferred debt issue costs on extinguishment. In order to obtain their consent to issue the December Notes on December 8, 2015, and to effect the exchange, the Company issued to each of the April Purchasers additional December Notes with a face value of $500,000. On December 8, 2015, the total outstanding principal amount of these convertible notes was $2,134,850. On December 28, 2015, the note holders accelerated installment repayments in an aggregate amount of $350,000 which the Company satisfied by an issuance of common stock as a result of a waiver by the holders which allowed the Company to issue common stock below $0.25. As a result of this repayment, the outstanding amount of the convertible notes held by the April Purchasers was $1,784,850 on December 31, 2015.

The total face amount of the Notes outstanding on December 8, 2015 were $3,644,850.

On December 8, 2015 the Company recorded a debt discount of $1,719,700 and a derivative liability of $912,330.

The debt discount is attributable to the value of the separately accounted for conversion feature and common stock issued in connection with the sale of the Notes. The embedded conversion feature derivatives relate to the conversion option, the installment payments and the accelerated installment option of the Notes. The embedded derivatives were evaluated under FASB ASC Topic 815-15, were bifurcated from the debt host, and were classified as liabilities in the consolidated balance sheet. The debt discount is amortized using the effective interest method over the term of the Notes. For the year ended December 31, 2015, the Company recorded a total of $1,093,371 of debt discount amortization, which was recorded as an interest expense in the consolidated statement of operations. Of this amount, $ 109,535 related to the December Notes.

During December 2015, the holders of the Notes accelerated $350,000 in installments in exchange for common stock as a result of a waiver by the holders which allowed the Company to issue common stock below $0.25. At December 31, 2015, the balance on the Notes outstanding was $3,294,850.

November 2015, Term Note

On November 25, 2015, the Company issued the Term Note with a principal amount of $200,000 to an accredited purchaser (the “November Purchaser”). The Term Note was scheduled to mature on December 15, 2015. The interest rate was 12% per annum with a minimum guaranteed interest of $10,000. The November Purchaser converted the entire principal amount into the December Offering described below.

July 2015 Convertible Note

On July 27, 2015, the Company entered into a securities purchase agreement with an accredited investor pursuant to which the Company sold an aggregate of $222,222 in principal amount of the 8% Convertible Notes for an aggregate purchase price of $200,000. The Company received net proceeds of $200,000 from the sale of the 8% Convertible Notes. The 8% Convertible Notes matured on September 11, 2015 (the “Maturity Date”), less any amounts converted or redeemed prior to the Maturity Date. The 8% Convertible Notes bear interest at a rate of 8% per annum, subject to increase to the lesser of 24% per annum or the maximum rate permitted under applicable law upon the occurrence of certain events of default. The 8% Convertible Notes were convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $3.50 per share, which was subject to adjustment for stock dividends, stock splits, combinations or similar events. The Company was able to prepay in cash any portion of the principal amount of the 8% Convertible Notes and any accrued and unpaid interest.

If such prepayment was made within sixty (60) days after the issuance date of the 8% Convertible Notes, the Company would pay an amount in cash equal to 109% of the sum of the then outstanding principal amount of the note and interest; thereafter, if such prepayment was made, the Company would pay an amount in cash equal to 114% of the sum of the then outstanding principal amount of the note and interest. In the event the Company effects a registered offering either utilizing Form S-1 or Form S-3 (a “Registered Offering”), the Holder would have the right to convert the entire amount of the purchase price into such Registered Offering. On August 4, 2015, the Company closed a Registered Offering and the holder of the 8% Convertible Notes elected to convert the entire purchase price amount into common shares. The conversion price used to convert the entire purchase price into common stock was equivalent to the equity offering price of $1.75 on August 4, 2015 and not the conversion price of $3.50 stipulated in the securities purchase agreement. As a result of the change in the conversion price, the Company recorded additional inducement expense of $100,000 in three months ended September 30, 2015.

April 2015 Private Placement

On April 24, 2015, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with a group of accredited investors (the “April Purchasers”) pursuant to which the Company sold to such purchasers an aggregate of $1,575,000 principal amount of secured convertible notes (the “Convertible Notes”), a Class A Common Stock Purchase Warrant (the “Class A Warrant”) to purchase up to 468,749 shares of the Company’s common stock and a Class B Common Stock Purchase Warrant (the “Class B Warrant,” and together with the Class A Warrant, the “April Warrants”) to purchase up to 468,749 shares of the Company’s common stock. The Convertible Notes bear interest at 6% per annum and are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $2.52 per share. The April Warrants are exercisable beginning six (6) months after issuance through the fifth (5^th) anniversary of such initial exercisability date. The Class A Warrant has an initial exercise price equal to $3.02 per share and the Class B Warrant has an initial exercise price equal to $5.00 per share. The Company received cash proceeds of $1,481,500 from the issuance of the Convertible Notes after deducting debt issuance costs of $93,500.

The Company recorded a debt discount of $1,575,000 related to the sale of the Convertible Notes and the April Warrants. The debt discount reflects the underlying fair value of the April Warrants of approximately $860,000 on the date of the transaction and a beneficial conversion charge of approximately $715,000. During the period April 23, 2015 through December 8, 2015, the Company amortized $983,836 of the debt discount as a component of interest expense in the accompanying statements of operations.

In connection with the sale of the Convertible Notes and April Warrants, the Company entered into a registration rights agreement, dated April 24, 2015 (the “April Registration Rights Agreement”), with the April Purchasers, pursuant to which the Company agreed to register the shares of common stock underlying the Convertible Notes and Warrants on a Form S-3 registration statement to be filed with the Securities and Exchange Commission within ten (10) business days after the date of the issuance of the Convertible Notes and April Warrants (the “April Filing Date”) and to cause the April Registration Statement to be declared effective under the Securities Act of 1933, as amended (the “Securities Act”) within ninety (90) days following the April Filing Date. If certain of its obligations under the April Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to each April Purchaser. On May 8, 2015, the Company filed a registration statement on Form S-3 with the SEC to register the shares issuable upon the conversion of the Convertible Notes, the related accrued interest and the exercise of the April Warrants. Such registration statement was declared effective with the SEC on May 14, 2015.

In connection with the sale of the Convertible Notes and the April Warrants, the Company entered into a security agreement, dated April 24, 2015 (the “April Security Agreement”), between the Company, 3D-ID and the collateral agent thereto. Pursuant to the Security Agreement, the April Purchasers were granted a security interest in certain personal property of the Company and 3D-ID to secure the payment and performance of all obligations of the Company and 3D-ID under the Convertible Notes, April Warrants, April Purchase Agreement, April Registration Rights Agreement and April Security Agreement. In addition, in connection with the Security Agreement, 3D-ID executed a subsidiary guaranty, pursuant to which it agreed to guarantee and act as surety for payment of the Convertible Notes and other obligations of the Company under the April Warrants, April Purchase Agreement, April Registration Rights Agreement and April Security Agreement.

As described above, the April Purchasers exchanged the April Convertible Notes into the convertible notes that were issued on December 8, 2015. (The December Notes). As a result, the Company incurred a loss on extinguishment of the April Convertible Notes of $635,986 which resulted primarily from the write off of the remaining unamortized note discount and deferred debt issue costs on extinguishment. In order to obtain their consent to issue the December Notes on December 8, 2015, and to effect the exchange, the Company issued to each of the April Purchasers additional December Notes with a face value of $500,000. On December 8, 2015, the total outstanding principal amount of these convertible notes was $2,134,850. On December 28, 2015, the note holders accelerated installment repayments in an aggregate amount of $350,000 which the Company satisfied by an issuance of common stock as a result of a waiver by the holders which allowed the Company to issue common stock below $0.25. As a result of this repayment, the outstanding amount of the convertible notes held by the April Purchasers was $1,784,850 on December 31, 2015.

In exchange for the consents given to the Company by the December Purchasers and the April Purchasers in connection with the consent to the WVH transaction (described below), the December Notes as defined on page F-12 under December 15 Private Placement, the Exchange Notes, and the Additional December Notes were amended. One of the significant amendments was as follows: the notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price the lesser of (a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior thirty (30) trading days, until such Event of Default has been cured.

Connecticut Innovations, Inc. Private Placement

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. The Note’s maturity date was December 21, 2014.

The Company received notice on February 11, 2014 from CII regarding converting the Note, 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. Since February 17, 2014 was a holiday the Company used its closing stock price on February 18, 2014 to determine the number of shares issued to CII resulting from the conversion. The Company issued 55,497 shares in full relief of its outstanding debt and accrued interest of $171,485.

Since the Note was converted on February 18, 2014, the Company re-measured the conversion feature liability associated with the convertible note payable on that date. The Company recorded an unrealized gain on the change in the fair value of the conversion feature liability of $20,218 for the six months ended June 30, 2014 (See Note 6) and reclassified the re-measured conversion feature of $98,722 to additional paid-in capital. Since the Note was converted the remaining unamortized portion of the debt discount of $26,755 was expensed during the six months ended June 30, 2014.

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 December 31, 2013, the Company has accrued $17,497 in interest in connection with the Note. The Note’s maturity date is December 21, 2014.

The Company received notice on February 11, 2014 from 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. Since February 17, 2014 was a holiday, the Company used its closing stock price on February 18, 2014 to determine the number of shares issued to CII resulting from the conversion. The Company issued 55,497 shares in full relief of its outstanding debt and accrued interest of $171,485.

Since the Note was converted on February 18, 2014, the Company re-measured the conversion feature liability associated with the convertible note payable on that date. The Company recorded an unrealized gain on the change in the fair value of the conversion feature liability of $20,218 for the nine months ended September 30, 2014 (see Note 6 below) and reclassified the re-measured conversion feature of $98,722 to additional paid-in capital. Since the Note was converted, the remaining unamortized portion of the debt discount of $26,755 was expensed during the first quarter of 2014.

Derivative Liabilities

12 Months Ended

Dec. 31, 2015

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 features embedded within the Company’s convertible notes payable issued in connection with December 8, 2015 private placement (as defined in Note 5) did not have fixed settlement provisions on the date they were initially issued because the conversion price could be lowered if certain provisions included in the note agreement occurs before conversion.

During 2015, the derivative liabilities were valued using the Monte Carlo simulation model and the following weighted average assumptions on the following dates:

	December 31,			December 8,
	2015			2015
Embedded Conversion Feature Liability:
Risk-free interest rate		.62	%		.76	%
Expected volatility		100.00	%		90.00	%
Expected life (in years)		.92			1.00
Expected dividend yield		-			-
Face Value of convertible notes		3,294,850			3,644,850
Fair value	$	420,360		$	912,330

The conversion feature embedded within the Company’s warrants issued in connection with the January Offering (as defined in Note 8) did not have fixed settlement provisions on the date they were initially issued because the exercise prices could have been lowered if the Company issued securities at a lower price before exercise.

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:

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, 2015:

			Fair Value Measurements at December 31, 2015
	Total Carrying Value at December 31, 2015		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Derivative liabilities	$	420,360	$	-	$	-	$	420,360

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.

During December 31, 2015 and 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, 2015			For the year ended December 31, 2014

Beginning liability balance	$	-		$	1,650,243
Recognition of derivative value in equity		-			3,450,976
Recognition of conversion feature liability		912,330			-
Net unrealized gain on derivative liabilities in equity		-			(392,545	)
Net realized gain on conversion feature liabilities		(47,242	)		-
Net unrealized gain on conversion feature liabilities		(444,728	)		(20,218	)
Adjustment to additional paid-in capital upon conversion and modification		-			(4,688,456	)
Ending balance	$	420,360		$	-

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
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
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Reference 10: http://www.xbrl.org/2003/role/presentationRef
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
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Reference 14: http://www.xbrl.org/2003/role/presentationRef
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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 18: 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

Stockholders' Equity (Deficiency)

12 Months Ended

Dec. 31, 2015

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 “January Offering”) with a group of accredited investors (the “January Purchasers”) and the Company exercised the oversubscription amount allowed in the January 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 January Purchasers (the “January Purchase Agreement”), the Company issued to the January Purchasers (i) 415,387 shares of the Company’s common stock, par value $0.0001 and (ii) warrants (the “January 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 January 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 January Warrants, and the Company received $900,000 in January 2014 from the issuance of 276,924 shares of common stock and 900,000 January Warrants. Costs incurred associated with the January 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 January 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 January Offering and place in escrow a corresponding number of shares to be cancelled for each January 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 January Warrants are exercisable for a period of five (5) years from the original issue date. The initial exercise price with respect to the January Warrants was $3.25 per share. On the date of issuance, the January 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 January Warrants issued in the January Offering as compensation to the placement agent to eliminate the anti-dilution provision and to lower the exercise price of the January Warrants from $3.25 to $3.00. As a result of the January Warrant modifications, the Company re-measured the January 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 January Warrants of $4,514,772 to additional paid-in capital. See Note 6 above.

On various dates, during the twelve months ended December 31, 2014, the Company received gross proceeds of $1,500,000 in connection with the exercise of 500,000 January 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 January Warrants issued in the January Offering per the terms of the underwriter agreement of $30,000. Upon exercise, pursuant to the January Purchase Agreement, the Company’s Founders cancelled a certain number of shares of common stock in accordance with the January Purchase Agreement.

On September 10, 2014, the exercise price of the January Warrants was amended to $2.00.

Effective March 5, 2015, the January Purchasers holding a majority of the securities offered in the January 2014 offering waived a provision that required certain stockholders of the Company to surrender shares of common stock proportional to the number of January Warrants exercised. To date, these stockholders have retired 697,054 shares of common stock which will remain in treasury.

On April 23, 2015, the Company entered into a waiver and termination of certain rights agreement (the “Waiver Agreement”) whereby the majority January Purchasers of shares of common stock and January Warrants in the January Offering agreed to terminate certain provisions in the January Purchase Agreement for an aggregate of 250,000 shares of common stock. The fair value of the 250,000 shares of common stock issued on April 23, 2015 was $655,000 and was recorded as inducement expense by the Company.

June 2014 Private Placement

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 January 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 June 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. On September 10, 2014, the exercise price of the June Warrants was amended to $2.00. 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 June Shares 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 “June Filing Date”) and to cause the June Registration Statement to be declared effective under the Securities Act within ninety (90) days following the June Filing Date (the “June Required Effective Date”).

The June Registration Statement was not filed by the June Filing Date or declared effective by the June 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.

August 2014 Private Placement

On August 21, 2014, pursuant to a securities purchase agreement with two (2) Purchasers (the “August Purchasers”) who had previously participated in the January 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. On September 10, 2014, the exercise price of the August Warrants was amended to $2.00. 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 on a Form S-1 registration statement (the August Registration Statement”) to be filed with the SEC ninety (90) days following the filing date (the “August Filing Date”) and to cause the August Registration Statement to be declared effective under the Securities Act by the required effective date (the “August Effective Date”).

The August Registration Statement was not filed by the August Filing Date or declared effective by the August 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 (i.e., the June Warrants and the August Warrants) was to induce the January Purchasers to exercise the January Warrants previously issued to them in the January Offering. As a result, the Company recorded inducement expense of $1,262,068 during the twelve months ended December 31, 2014.

September 2014 Public Offering

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. The underwriters were Northland Securities, Inc., The Benchmark Company, LLC, and Newport Coast Securities Inc.

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 January Purchasers in the January 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 January Purchasers 261,131 unregistered shares of common stock and reduced the exercise price on the outstanding January Warrants, June Warrants, and August Warrants from $3.00 to $2.00 per share of common stock for all of the investors. During the twelve months ended December 31, 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.

April 2015 Private Placement

On April 24, 2015, the Company entered into a securities purchase agreement (the “April Purchase Agreement”) with a group of accredited investors (the “April Purchasers”) pursuant to which the Company sold to such purchasers an aggregate of $1,575,000 principal amount of secured convertible notes (the “April Convertible Notes”), a Class A Common Stock Purchase Warrant (the “Class A Warrant”) to purchase up to 468,749 shares of the Company’s common stock and a Class B Common Stock Purchase Warrant (the “Class B Warrant,” and together with the Class A Warrant, the “April Warrants”) to purchase up to 468,749 shares of the Company’s common stock. The April Convertible Notes bear interest at 6% per annum and are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $2.52 per share. The April Warrants are exercisable beginning six (6) months after issuance through the fifth (5^th) anniversary of such initial exercisability date. The Class A Warrant has an initial exercise price equal to $3.02 per share and the Class B Warrant has an initial exercise price equal to $5.00 per share. The Company received cash proceeds of $1,481,500 from the issuance of the Convertible Notes after deducting debt issuance costs of $93,500.

The Company recorded a debt discount of $1,575,000 related to the sale of the April Convertible Notes and the April Warrants. The debt discount reflects the underlying fair value of the April Warrants of approximately $860,000 on the date of the transaction and a beneficial conversion charge of approximately $715,000. The debt discount will be amortized to interest expense over the earlier of (i) term of the April Convertible Notes or (ii) conversion of the debt.

In connection with the sale of the April Convertible Notes and April Warrants, the Company entered into a registration rights agreement, dated April 24, 2015 (the “April Registration Rights Agreement”), with the April Purchasers, pursuant to which the Company agreed to register the shares of common stock underlying the April Convertible Notes and April Warrants on a Form S-3 registration statement to be filed with the Securities and Exchange Commission (the “SEC”) within ten (10) business days after the date of the issuance of the April Convertible Notes and April Warrants (the “April Filing Date”) and to cause the April Registration Statement to be declared effective under the Securities Act within ninety (90) days following the April Filing Date. If certain of its obligations under the April Registration Rights Agreement are not met, the Company is required to pay partial liquidated damages to each April Purchaser. On May 8, 2015, the Company filed a registration statement on Form S-3 with the SEC to register the shares issuable upon the conversion of the April Convertible Notes, the related accrued interest and the exercise of the April Warrants. Such registration statement was declared effective with the SEC on May 14, 2015.

In connection with the sale of the April Convertible Notes and the April Warrants, the Company entered into a security agreement, dated April 24, 2015 (the “April Security Agreement”), between the Company, 3D-ID and the collateral agent thereto. Pursuant to the Security Agreement, the April Purchasers were granted a security interest in certain personal property of the Company and 3D-ID to secure the payment and performance of all obligations of the Company and 3D-ID under the April Convertible Notes, April Warrants, April Purchase Agreement, April Registration Rights Agreement and April Security Agreement. In addition, in connection with the April Security Agreement, 3D-ID executed a subsidiary guaranty, pursuant to which it agreed to guarantee and act as surety for payment of the April Convertible Notes and other obligations of the Company under the April Warrants, April Purchase Agreement, April Registration Rights Agreement and April Security Agreement.

As described below, the April purchaser exchanged the April Convertible Notes into convertible notes that were identical to the convertible notes that were issued on December 8, 2015.

July 2015 Private Placement

On July 27, 2015, the Company entered into a securities purchase agreement with an accredited investors (the “July Purchaser”) pursuant to which the Company sold an aggregate of $222,222 in principal amount of the 8% Original Issue Discount Convertible Notes (the “8% Convertible Notes”) for an aggregate purchase price of $200,000. The Company received net proceeds of $200,000 from the sale of the 8% Convertible Notes.

The 8% Convertible Notes will mature on September 11, 2015 (the “Maturity Date”), less any amounts converted or redeemed prior to the Maturity Date. The 8% Convertible Notes bear interest at a rate of 8% per annum, subject to increase to the lesser of 24% per annum or the maximum rate permitted under applicable law upon the occurrence of certain events of default.

The 8% Convertible Notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price of $3.50 per share, which is subject to adjustment for stock dividends, stock splits, combinations or similar events.

The Company agreed that if it effected a registered offering either utilizing Form S-1 or Form S-3 (a “Registered Offering”), the Holder shall have the right to convert the entire amount of the subscription amount into such Registered Offering. The July Purchaser converted the entire amount of the subscription amount into the August Offering described below.

The conversion price used to convert the entire purchase price into common stock was equivalent to the equity offering price of $1.75 on August 4, 2015 and not the conversion price of $3.50 stipulated in the securities purchase agreement. As a result of the change in the conversion price, the Company recorded additional inducement expense of $100,000 at the time of conversion.

August 2015 Offerings

On August 4, 2015, the Company closed with certain purchasers (the “August 2015 Purchasers”) a public offering (the “August Offering”) providing for the issuance and sale by the Company of 1,721,429 shares of the Company’s common stock at a price to the public of $1.75 per share (the “Registered Shares”) for an aggregate purchase price of $3,012,500.

In connection with the sale of the Registered Shares, the Company also entered into a Warrant Purchase Agreement (the “Warrant Purchase Agreement”) with the August 2015 Purchasers providing for the issuance and sale by the Company of warrants to purchase 860,716 shares of the Company’s common stock at a purchase price of $0.0000001 per warrant (the “August 2015 Warrants”). Each August 2015 Warrant shall be initially exercisable on the six (6) month anniversary of the issuance date an exercise price equal to $2.35 per share and have a term of exercise equal to five (5) years from the date on which first exercisable.

The Registered Shares were offered by the Company pursuant to an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2015 and declared effective on May 14, 2015 (File No. 333-203637) (the “Registration Statement”).

Pursuant to a Registration Rights Agreement, dated July 30, 2015, by and between the Company and the August 2015 Purchasers, the Company agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock issuable upon exercise of the August 2015 Warrants.

The placement agent in connection with the Registered Shares was Northland Securities, Inc.

October 2015 Public Offering

On October 21, 2015, the Company closed on an underwritten public offering of its common stock. The Company offered 1,500,000 shares of common stock at a price to the public of $0.70 per share. The Company received gross proceeds from the offering, before deducting underwriting discounts and commission and other estimated offering expenses payable by the Company, of approximately $1,050,000. The underwriter was Aegis Capital Corp.

December 2015 Private Placement

The following table summarizes the Company's warrants outstanding and exercisable at December 31, 2014 and 2015:

						Weighted
				Weighted		Average
				Average		Remaining
	Number of			Exercise		Life		Intrinsic
	Warrants			Price		In Years		Value
Outstanding at January 1, 2014		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
Issued		4,310,714			1.78		4.04		-
Exercised		(325,000	)		2.00		-		-
Cancelled		-			-		-		-
Outstanding and Exercisable at December 31, 2015		7,615,490		$	2.26		3.83	$	-

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 4,441,159 at December 31, 2015. During the year ended December 31, 2015, the Company issued 269,613 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 $180,000. Also during the year ended December 31, 2015, the Company issued 50,000 shares with an aggregate fair value of $147,500 to one non-executive employee. These shares were issued with no Company imposed restrictions and as a result, the aggregate fair value of $147,500 was expensed entirely in 2015. 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 years ended December 31, 2015 and December 31, 2014, the Company expensed $217,000 and $26,833, respectively related to these restricted stock awards. 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.

- 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 310
-SubTopic 10
-Section S99
-Paragraph 4
-Subparagraph (SAB Topic 4.E)
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Reference 2: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Section 50
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-SubTopic 10
-Section S99
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-Subparagraph (SX 210.5-02(29))
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
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-Subparagraph (SX 210.4-08(e))
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Reference 6: http://www.xbrl.org/2003/role/presentationRef
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-SubTopic 10
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-Paragraph 1
-Subparagraph (SX 210.5-02(31))
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Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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Reference 10: 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))
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Reference 11: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
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-Paragraph 1
-Subparagraph (SX 210.3-04)
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Reference 12: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 505
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Reference 13: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
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Reference 14: 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 15: http://www.xbrl.org/2003/role/presentationRef
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+ Details

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

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 in consolidation.

CASH

CASH

RESTRICTED CASH

RESTRICTED 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, 2015 and 2014 was $183,196 and $12,473, respectively.

Property and equipment, net at December 31, 2015 and 2014 consist of the following:

	December 31,
	2015			2014
Equipment	$	105,902		$	43,849
Furniture and fixtures	$	72,713		$	48,157
Tooling and molds	$	390,952		$	77,374
	$	569,567		$	169,380
Accumulated depreciation	$	(196,353	)	$	(13,157	)
Property and equipment, net	$	373,214		$	156,223

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

Convertible Notes Payable (Details) - USD ($)								1 Months Ended	3 Months Ended		6 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
Convertible Notes Payable (Details) - USD ($)	Dec. 28, 2015	Dec. 08, 2015	Nov. 25, 2015	Aug. 04, 2015	Apr. 24, 2015	Feb. 11, 2014	Dec. 13, 2012	Jul. 27, 2015	Sep. 30, 2015	Mar. 31, 2014	Jun. 30, 2014	Dec. 08, 2015	Sep. 30, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Jan. 31, 2013	Dec. 21, 2012
Short-term Debt [Line Items]
Conversion of debt														$ 350,000
Convertible notes payable						$ 150,000	$ 150,000
Convertible notes payable - accrued interest						$ 21,485								171,485		$ 17,497
Convertible notes payable, Maturity date							Dec. 21, 2014									Dec. 21, 2014
Proceeds from convertible notes payable														2,962,304
Debt issuance costs														93,500
Debt conversion, description						CII regarding converting the Note, 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.
Unrealized gain on change in fair value of conversion feature											$ 20,218		$ 20,218
Conversion feature in additional paid-in capital											98,722		$ 98,722
Amortization of debt discount										$ 26,755	$ 26,755			1,093,371	26,755
Shares issued for debt relief						55,497
Convertible debt principal amount		2,134,850										$ 2,134,850
Inducement expense														$ 755,000	2,212,538
Equity offering price														$ 1.75
Debt discount		1,719,700
Derivative liability		$ 912,330										912,330
Loss on extinguishment of debt														$ (635,986)
April Purchase Agreement [Member]
Short-term Debt [Line Items]
Conversion of debt	$ 1,784,850
Proceeds from convertible notes payable					$ 1,481,500
Debt issuance costs					93,500
Fair value of Class A and B Warrants					860,000
Beneficial conversion feature					715,000
Debt conversion, description		(a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior thirty (30) trading days, until such Event of Default has been cured.
Amortization of debt discount					1,575,000							983,836
Aggregate principal amount of secured convertible notes	$ 350,000				$ 1,575,000
Convertible notes bear interest per annum					6.00%
Common stock conversion price	$ 0.25				$ 2.52
Convertible debt principal amount		$ 500,000										500,000
April Purchase Agreement [Member] \| Class A Warrant [Member]
Short-term Debt [Line Items]
Common stock purchase warrant, shares					468,749
Exercise price					$ 3.02
April Purchase Agreement [Member] \| Class B Warrant [Member]
Short-term Debt [Line Items]
Common stock purchase warrant, shares					468,749
Exercise price					$ 5.00
December Purchase Agreement [Member]
Short-term Debt [Line Items]
Convertible notes payable, Maturity date		Dec. 08, 2016
Proceeds from convertible notes payable		$ 1,480,000
Debt conversion, description		The notes are convertible at 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days, until such Event of Default has been cured.												The notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price the lesser of (a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior thirty (30) trading days, until such Event of Default has been cured.
Convertible notes bear interest		8.00%
Convertible debt principal amount		$ 1,500,000										1,500,000
Debt instrument, description		85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days at the option of the Company.
Maximum interest rate for convertible notes payable		0.55%
Notes payable outstanding		$ 3,644,850										3,644,850
Derivative liability		$ 912,330										$ 912,330
November Purchaser Agreement [Member]
Short-term Debt [Line Items]
Convertible notes bear interest			12.00%
Convertible debt principal amount			$ 200,000
First Tranche [Member]
Short-term Debt [Line Items]
Convertible notes payable																		$ 75,000
Second Tranche [Member]
Short-term Debt [Line Items]
Convertible notes payable																	$ 75,000
8% Convertible Notes [Member]
Short-term Debt [Line Items]
Convertible notes payable, Maturity date								Sep. 11, 2015
Proceeds from convertible notes payable								$ 200,000
Common stock conversion price				$ 3.50				$ 3.50
Convertible notes bear interest								8.00%
Convertible debt principal amount								$ 222,222
Debt instrument, description								If such prepayment is made within sixty (60) days after the issuance date of the 8% Convertible Notes, the Company shall pay an amount in cash equal to 109% of the sum of the then outstanding principal amount of the note and interest; thereafter, if such prepayment is made, the Company shall pay an amount in cash equal to 114% of the sum of the then outstanding principal amount of the note and interest.
Maximum interest rate for convertible notes payable								24.00%
Inducement expense				$ 100,000					$ 100,000
Equity offering price				$ 1.75

Stockholders' Equity (Deficiency) (Details Textual)									1 Months Ended											3 Months Ended		5 Months Ended	6 Months Ended	8 Months Ended	9 Months Ended	12 Months Ended
Stockholders' Equity (Deficiency) (Details Textual)	Dec. 08, 2015 USD ($) shares	Aug. 04, 2015 USD ($) $ / shares shares	Apr. 24, 2015 USD ($) $ / shares shares	Aug. 21, 2014 USD ($) Purchaser $ / shares shares	Jun. 17, 2014 $ / shares shares	Feb. 11, 2014 USD ($)	Jan. 13, 2014 USD ($) $ / shares shares	Dec. 13, 2012	Oct. 21, 2015 USD ($) $ / shares shares	Jul. 27, 2015 USD ($) $ / shares	Nov. 18, 2014 USD ($) NonExecutiveEmployees Consultants shares	Sep. 15, 2014 USD ($) $ / shares shares	Feb. 21, 2014 USD ($) $ / shares shares	Jan. 31, 2014 shares	Dec. 31, 2013 USD ($) shares	Sep. 16, 2013 shares	Jul. 31, 2013 shares	Jan. 31, 2013 USD ($) shares	Oct. 31, 2012 USD ($)	Sep. 30, 2015 USD ($) shares	Mar. 31, 2014 USD ($)	Jun. 29, 2015 shares	Jun. 30, 2014 USD ($)	Dec. 08, 2015 USD ($)	Sep. 30, 2014 shares	Dec. 31, 2015 USD ($) NonExecutiveDirectors NonExecutiveEmployees $ / shares shares	Dec. 31, 2014 USD ($) NonExecutiveDirectors NonExecutiveEmployees ExecutiveOfficer $ / shares shares	Dec. 31, 2013 USD ($) NonExecutiveDirectors NonExecutiveEmployees shares	Dec. 28, 2015 USD ($) $ / shares	Sep. 10, 2014 $ / shares
Common stock issued \| shares																										44,411,591	24,762,360
Common stock, par value \| $ / shares																										$ 0.0001	$ 0.0001
Gross proceeds from Issuance of common stock
Warrant received by private placement agent \| shares														41,539
Proceeds from Warrant Exercises																										$ 650,000	1,470,000
Derivative liability	$ 912,330																							$ 912,330
Stock issued under LTIP - shares \| shares																										2,476,236
Inducement expense																										$ 755,000	2,212,538
Restricted shares issued, fair value																										147,500
Additional paid-in capital																										22,783,765	11,562,887
Shares issued under stock incentive plan, Shares \| shares																				48,833
Expense on restricted stock awards																										181,125
Discretionary management and employee bonus expense																										189,625
Stock issued for services rendered, shares \| shares															165,744	4,000	4,000	20,000
Stock issued for services rendered															$ 90,000			$ 5,000	$ 10,000							2,381,961	765,947
Expense related to issuance of common stock to non-employees																										659,176
Convertible notes payable - accrued interest rate						$ 21,485																				171,485		$ 17,497
Expenses related to restricted stock awards																										217,000	26,833
Debt issuance costs																										93,500
Amortization of debt discount																					$ 26,755		$ 26,755			1,093,371	26,755
Convertible notes payable, Maturity date								Dec. 21, 2014																				Dec. 21, 2014
Proceeds from convertible notes payable																										$ 2,962,304
Convertible debt principal amount	2,134,850																							2,134,850
Share price per share \| $ / shares																										$ 1.75
Debt conversion, description						CII regarding converting the Note, 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.
8% Convertible Notes [Member]
Inducement expense		$ 100,000																		$ 100,000
Convertible notes payable, Maturity date										Sep. 11, 2015
Proceeds from convertible notes payable										$ 200,000
Convertible notes bear interest										8.00%
Convertible debt principal amount										$ 222,222
Debt Instrument, Description										If such prepayment is made within sixty (60) days after the issuance date of the 8% Convertible Notes, the Company shall pay an amount in cash equal to 109% of the sum of the then outstanding principal amount of the note and interest; thereafter, if such prepayment is made, the Company shall pay an amount in cash equal to 114% of the sum of the then outstanding principal amount of the note and interest.
Maximum interest rate for convertible notes payable										24.00%
Common stock conversion price \| $ / shares		$ 3.50								$ 3.50
Share price per share \| $ / shares		1.75
Equity offering price \| $ / shares		1.75
April Purchase Agreement [Member]
Debt instrument principal amount			$ 1,575,000																										$ 350,000
Convertible notes bear interest per annum			6.00%
Debt issuance costs			$ 93,500
Fair value of Class A and B Warrants			860,000
Beneficial conversion feature			715,000
Amortization of debt discount			1,575,000																					983,836
Proceeds from convertible notes payable			$ 1,481,500
Convertible debt principal amount	$ 500,000																							500,000
Common stock conversion price \| $ / shares			$ 2.52																										$ 0.25
Debt conversion, description	(a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior thirty (30) trading days, until such Event of Default has been cured.
April Purchase Agreement [Member] \| Class A Warrant [Member]
Common stock purchase warrant, shares \| shares			468,749
Exercise price \| $ / shares			$ 3.02
April Purchase Agreement [Member] \| Class B Warrant [Member]
Common stock purchase warrant, shares \| shares			468,749
Exercise price \| $ / shares			$ 5.00
December Purchase Agreement [Member]
Derivative liability	$ 912,330																							912,330
Convertible notes payable, Maturity date	Dec. 08, 2016
Proceeds from convertible notes payable	$ 1,480,000
Convertible notes bear interest	8.00%
Convertible debt principal amount	$ 1,500,000																							1,500,000
Debt Instrument, Description	85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days at the option of the Company.
Maximum interest rate for convertible notes payable	0.55%
Debt conversion, description	The notes are convertible at 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days, until such Event of Default has been cured.																									The notes are convertible at any time, in whole or in part, at the option of the holders into shares of common stock at a conversion price the lesser of (a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior thirty (30) trading days, until such Event of Default has been cured.
Common Stock [Member]
Common stock issued \| shares																											500,000
Retirement of common stock by officers, Shares \| shares																											(676,924)
Shares purchased \| shares																										400,000
Number of warrants exercised \| shares																						325,000
Stock issued for services rendered, shares \| shares																										2,541,466	280,637
Stock issued for services rendered																										$ 254	$ 28
Warrants [Member]
Warrant exercise price \| $ / shares							$ 3.25																				$ 2.80
Purchasers [Member]
Warrant received by private placement agent \| shares														41,539
Purchasers [Member] \| Common Stock [Member]
Common stock issued \| shares																											500,000
Common stock, par value \| $ / shares																											$ 3.00
Offering costs																											$ 30,000
Proceeds from Warrant Exercises																											1,500,000
Number of warrants exercised \| shares																									500,000
Purchasers [Member] \| Warrants [Member]
Unrealized gain on derivative liabilities													$ 448,072
Derivative liability							$ 3,450,976
Number of warrants exercised \| shares													1,391,539
Additional paid-in capital													$ 4,514,772
Warrant exercise price \| $ / shares							$ 3.25
Warrant term							5 years
Purchasers [Member] \| Warrants [Member] \| Maximum [Member]
Warrant exercise price \| $ / shares													$ 3.25
Purchasers [Member] \| Warrants [Member] \| Minimum [Member]
Warrant exercise price \| $ / shares													$ 3.00
June Purchasers [Member] \| Common Stock [Member]
Common stock exercise price \| $ / shares					$ 3.00
Number of warrants exercised \| shares					400,000
Warrant exercise price \| $ / shares																														$ 2.00
Warrant term					5 years
June Purchasers [Member] \| Warrants [Member]
Purchase agreement description																										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.
Warrant exercise price \| $ / shares																														$ 2.00
August Purchasers [Member]
Inducement costs				$ 1,262,068
Number of warrants exercised \| shares				500,000
August Purchasers [Member] \| Warrant Purchase Agreement [Member]
Warrant exercise price \| $ / shares				$ 2.00
Public Offering [Member]
Stock sold in private offering, warrant shares \| shares												2,127,273
Common stock exercise price \| $ / shares												$ 2.75
Restricted shares issued \| shares							261,131
Additional inducement expense																											$ 718,110
Unregistered shares of common stock issued \| shares							261,131																				232,360
Warrants issued to purchase common stock \| shares												2,127,273
Warrant exercise price \| $ / shares												$ 3.288
Warrant term												5 years
Gross proceeds from public offering												$ 4,954,042
Public Offering [Member] \| Maximum [Member]
Common stock exercise price \| $ / shares							$ 3.00
Public Offering [Member] \| Minimum [Member]
Common stock exercise price \| $ / shares							2.00
Public Offering [Member] \| Common Stock [Member]
Public offering price per share \| $ / shares							2.75
Public Offering [Member] \| Warrants [Member]
Public offering price per share \| $ / shares							$ 2.75
August 2015 Public Offering and Private Placement [Member]
Warrant exercise price \| $ / shares		$ 2.35
August 2015 Offerings [Member]
Aggregate purchase price of common stock		$ 3,012,500
Issuance of common stock, shares \| shares		1,721,429
Common stock price per share \| $ / shares		$ 1.75
August 2015 Offerings [Member] \| Warrant Purchase Agreement [Member]
Warrants issued to purchase common stock \| shares		860,716
Common stock price per warrant \| $ / shares		$ 0.0000001
Warrant purchase agreement, Description		Each August 2015 Warrant shall be initially exercisable on the six (6) month anniversary of the issuance date an exercise price equal to $2.35 per share and have a term of exercise equal to five (5) years from the date on which first exercisable.
October 2015 Public Offering [Member]
Common stock price per share \| $ / shares									$ 0.70
Number of common stock issued \| shares									1,500,000
Gross proceeds from public offering									$ 1,050,000
December 2015 Private Placement [Member]
Number of common stock issued \| shares	900,000
December 2015 Private Placement [Member] \| Senior Secured Convertible Notes [Member]
Debt instrument principal amount	$ 1,500,000																							$ 1,500,000
Debt conversion, description	(a) $0.55 per share and (b) from and after an Event of Default (as defined in the December Notes), 85% of the average of the five (5) lowest daily Weighted Average Prices (as defined in the December Notes) in the prior fifteen (15) trading days, until such Event of Default has been cured.
Interest rate	8.00%																							8.00%
Matururity date, description	The Notes will mature on December 8, 2016 (the "December Maturity Date"), less any amounts converted or redeemed prior to the December Maturity Date.
January 13, 2014 offering [Member]
Closing balance of private offering																										$ 1,000,000
Exercised oversubscription amount in offering																										$ 350,000
Common stock issued \| shares																										415,387
Common stock, par value \| $ / shares																										$ 0.0001
Stock sold in private offering, warrant shares \| shares																										1,350,000
Common stock exercise price \| $ / shares																										$ 3.25
Proceeds from private offering																										$ 450,000
Aggregate purchase price of common stock																										$ 1,350,000
January 13, 2014 offering [Member] \| Purchasers [Member]
Common stock issued \| shares																										415,387
Common stock, par value \| $ / shares																										$ 0.0001
Securities Purchase Agreement [Member] \| Class A Warrant [Member]
Warrant exercise price \| $ / shares			3.02
Securities Purchase Agreement [Member] \| Class B Warrant [Member]
Warrant exercise price \| $ / shares			$ 5
Securities Purchase Agreement [Member] \| August Purchasers [Member]
Common stock exercise price \| $ / shares				$ 3.00
Number of warrants exercised \| shares				100,000
Percentage of liquidated damage				2.00%
Number of purchasers \| Purchaser				2
Purchase agreement description				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.
Warrant term				5 years
December 2013 Offering [Member]
Stock sold in private offering, warrant shares \| shares																										138,463
Common stock exercise price \| $ / shares																										$ 3.25
Common stock unit under public offering \| shares																										138,463
Gross proceeds from Issuance of common stock																										$ 450,000
Offering costs																										$ 56,820
Retirement of common stock by officers, Shares \| shares																										138,463
December 2013 Offering [Member] \| Purchasers [Member]
Common stock unit under public offering \| shares																										138,463
January 2014 Offering [Member]
Stock sold in private offering, warrant shares \| shares																										276,924
Common stock exercise price \| $ / shares																										$ 3.25
Common stock unit under public offering \| shares																										276,924
Gross proceeds from Issuance of common stock																										$ 900,000
Offering costs																										$ 100,006
Retirement of common stock by officers, Shares \| shares																										276,924
January 2014 Offering [Member] \| Warrants [Member]
Common stock unit under public offering \| shares																										900,000
2013 Long-Term Stock Incentive Plan [Member]
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, 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 4,441,159 at December 31, 2015.
Shares issued under stock incentive plan, Shares \| shares																											292,730
Number of shares available to be issued \| shares																											2,183,506
2013 Long-Term Stock Incentive Plan [Member] \| Director [Member]
Shares issued under stock incentive plan																										$ 180,000	$ 80,000
2013 Long-Term Stock Incentive Plan [Member] \| Non Executive Director [Member]
Restricted shares issued \| shares																												48,833
Restricted shares issued, fair value																												$ 30,000
Number of employees under stock incentive plan \| NonExecutiveDirectors																										3	3	2
Shares issued under stock incentive plan, Shares \| shares																										269,613	31,397
2013 Long-Term Stock Incentive Plan [Member] \| Executive Officer [Member]
Number of employees under stock incentive plan \| ExecutiveOfficer																											1
Shares issued under stock incentive plan																											$ 275,225
Shares issued under stock incentive plan, Shares \| shares																											112,500
2013 Long-Term Stock Incentive Plan [Member] \| Non Executive Employees [Member]
Restricted shares issued \| shares																												100,000
Restricted shares issued, fair value																												$ 100,000
Number of employees under stock incentive plan \| NonExecutiveEmployees																										1	5	4
Shares issued under stock incentive plan																										$ 147,500	$ 275,225
Shares issued under stock incentive plan, Shares \| shares																										50,000	112,500
2013 Long-Term Stock Incentive Plan [Member] \| Non-executive Employees & Consultant [Member]
Restricted shares issued \| shares											215,000
Restricted shares issued, fair value											$ 451,500
Number of Non-executive employees \| NonExecutiveEmployees											6
Number of consultant \| Consultants											1
Restricted shares vesting period description											The vesting period for these restricted shares is twelve months with the exception of one award that vests over a thirty-six month period.

Going Concern and Management Plans	12 Months Ended
Going Concern and Management Plans	Dec. 31, 2015
Going Concern and Management Plans [Abstract]
GOING CONCERN AND MANAGEMENT PLANS	NOTE 2 - GOING CONCERN AND MANAGEMENT PLANS The Company is an emerging growth entity and incurred net losses of $13,076,854 during the year ended December 31, 2015. As of December 31, 2015 the Company had working capital of $508,119 and stockholders’ equity of $881,333. In order to execute the Company's long-term strategic plan to develop and commercialize its core products and fulfill its product development commitments, 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 subsequent to December 31, 2015 or any additional funds raised will be sufficient to execute its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. 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 these conditions. 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.

Organization and Principal Business Activity (Details)	1 Months Ended
Organization and Principal Business Activity (Details)	Jun. 25, 2012 shares
Organization and Principal Business Activity (Textual)
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, 2015
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

Accrued Expenses (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Accrued expenses [Abstract]
Salaries and payroll taxes	$ 18,380	$ 35,239
Reimbursable expenses	5,000	5,426
Consulting fees	32,173	10,000
Audit fees	35,000	50,000
Insurance		136,349
Rent	3,077	628
State income taxes	4,150	843
Legal fees	81,281
Management incentives	372,000
Interest expense - convertible note	45,100
Other	45,277	16,060
Totals	$ 641,438	$ 254,545

Derivative Liabilities (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2013
Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities	$ 420,360
Quoted prices in active markets (Level 1) \| Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities
Significant other observable inputs (Level 2) \| Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities
Significant unobservable inputs (Level 3)
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities	420,360	$ 1,650,243
Significant unobservable inputs (Level 3) \| Fair Value, Recurring [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Derivative liabilities	$ 158,350

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Balance Sheets [Abstract]
Accumulated depreciation	$ 196,353	$ 13,157
Net of discount of convertible notes payable	$ 1,445,342	$ 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	44,411,591	24,762,360
Common stock, outstanding	44,411,591	24,762,360

Going Concern and Management Plans (Details) - USD ($)	12 Months Ended
Going Concern and Management Plans (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Going Concern and Management Plans (Textual)
Net loss	$ (13,076,854)	$ (7,076,609)
Working capital	508,119
Stockholders' equity	$ 881,333	$ 2,735,344	$ (1,831,393)

Summary of Significant Accounting Policies (Details 1) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	$ 569,567	$ 169,380
Accumulated depreciation	196,353	13,157
Property and equipment, net	373,214	156,223
Equipment [Member]
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	105,902	43,849
Furniture and fixtures [Member]
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	72,713	48,157
Tooling and molds [Member]
Property, Plant and Equipment, Net [Abstract]
Property and Equipment	$ 390,952	$ 77,374

Derivative Liabilities (Details) - USD ($)	12 Months Ended
Derivative Liabilities (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Embedded Conversion Feature and Warrant Liability:
Face Value of convertible notes	120,000
December 31, 2015 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate	0.62%
Expected volatility	100.00%
Expected life (in years)	11 months 1 day
Expected dividend yield
Face Value of convertible notes	3,294,850
Fair value	$ 158,350
December 8, 2015 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate	0.76%
Expected volatility	90.00%
Expected life (in years)	1 year
Expected dividend yield
Face Value of convertible notes	3,644,850
Fair value	$ 526,370
February 21, 2014 [Member]
Embedded Conversion Feature and Warrant Liability:
Risk-free interest rate		1.52%
Expected volatility		105.36%
Expected life (in years)		4 years 10 months 17 days
Expected dividend yield
Face Value of convertible notes		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%
Expected life (in years)		9 months
Expected dividend yield
Face Value of convertible notes		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%
Expected life (in years)		5 years
Expected dividend yield
Face Value of convertible notes		941,539
Fair value		$ 3,450,976

Strategic Agreements With World Ventures Holdings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Strategic Agreements With World Ventures Holdings (Textual)
Aggregate purchase price	$ 1,974,522
Restricted cash	1,534,953	$ 28,439
Development Agreement [Member]
Strategic Agreements With World Ventures Holdings (Textual)
Cost of sales representatives, members, consumers, employees, contractors or affiliates	1,500,000
Development and manufacture cost	$ 2,000,000
Expenditure description	In addition, any expenditure of the $1,500,000 in proceeds is restricted in that the Company will need prior approval from WVH on a monthly basis in order to fund the estimated expenditures needed for the development of the product for WVH from the $1,500,000.
Restricted cash	$ 1,500,000
Securities Purchase Agreement [Member]
Strategic Agreements With World Ventures Holdings (Textual)
Sale of common stock , Shares	10,050,000
Common stock purchase warrant	2,512,500
Aggregate purchase price	$ 2,000,000
Warrant exercise price	$ 0.75

Stockholders' Equity (Deficiency) (Details) - Warrants [Member] - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Number of Warrants
Number of Warrants Outstanding and Exercisable beginning	3,629,776	454,600
Number of Warrants Issued	4,310,714	3,675,176
Number of Warrants Exercised	(325,000)	(500,000)
Number of Warrants Cancelled
Number of Warrants Outstanding and Exercisable ending	7,615,490	3,629,776
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding and Exercisable, beginning	$ 2.80	$ 3.23
Weighted Average Exercise Price Issued	1.78	2.79
Weighted Average Exercise Price Exercised	2.00	3.00
Weighted Average Exercise Price Cancelled
Weighted Average Exercise Price Outstanding and Exercisable ending	$ 2.26	$ 2.80
Weighted Average Remaining Life In Years
Weighted Average Remaining Life In Years Outstanding, beginning	4 years 6 months 4 days	4 years 11 months 19 days
Weighted Average Remaining Life In Years Issued	4 years 15 days	4 years 6 months 4 days
Weighted Average Remaining Life In Years Exercisable	3 years 9 months 29 days	4 years 6 months 4 days
Intrinsic Value
Intrinsic Value Outstanding and Exercisable, beginning	$ 283,828	$ 351,300
Intrinsic Value Outstanding and Exercisable, ending		$ 283,828

Income Taxes (Details) - USD ($)	12 Months Ended
Income Taxes (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current
Federal
State	4,307	843
Total	4,307	843
Deferred
Federal	(3,543,673)	(1,744,445)
State	(362,722)	(314,699)
Total	(3,906,395)	(2,059,144)
Change in valuation allowance	3,906,395	2,059,144
Total income tax provision	$ 4,307	$ 843

Income Taxes (Details 1)	12 Months Ended
Income Taxes (Details 1)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes [Abstract]
U.S. federal statutory rate	34.00%	34.00%
State income tax rate, net of federal benefit	1.81%	2.93%
Inducement expenses	(2.33%)	(10.63%)
Other permanent differences	(3.63%)	2.79%
Less: valuation allowance	(29.88%)	(29.10%)
Provision for income taxes	(0.03%)	(0.01%)

Income Taxes (Details 2) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Net operating loss carryforward	$ 6,109,750	$ 2,487,784
Tax credits	177,909	75,337
Accruals and reserves	315,580	23,023
Restricted stock	4,238	114,712
Charitable donations	3,759
Total deferred tax assets before valuation allowance:	6,611,236	2,700,856
Valuation allowance	(6,604,638)	(2,698,243)
Deferred tax assets, net of valuation allowance	6,598	2,613
Deferred tax liabilities:
Fixed assets	(6,598)	(2,613)
Convertible debt
Total deferred tax liabilities	(6,598)	(2,613)
Net deferred tax asset (liability)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
Income Taxes (Details Textual) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes (Textual)
US federal Net operating loss carryovers	$ 16,475,612
State net operating loss carryovers	$ 12,522,480
Operating loss carryforwards, expiration date	Dec. 31, 2033
Tax credit carryforwards	$ 177,909
Tax credit carryforward, expiration date	Dec. 31, 2033
Change in valuation allowance	$ 3,906,395	$ 2,059,144

Commitments and Contingencies (Details)	Dec. 31, 2015 USD ($)
Commitments and Contingencies [Abstract]
2016	$ 121,575
2017	87,459
Total future lease obligation	$ 209,034

Commitments and Contingencies (Details Textual) - USD ($)		12 Months Ended
	Sep. 12, 2014	Dec. 31, 2015	Dec. 31, 2014
Commitments and Contingencies [Abstract]
Lease and rental expense current year	$ 2,300
Lease and rental expense next year	$ 2,450
Term of the lease	2 years	3 years
Monthly rent amount		$ 6,395
Rent expenses		$ 124,698	$ 28,071

Subsequent Events (Details) - USD ($)					3 Months Ended	12 Months Ended
Subsequent Events (Details) - USD ($)	Apr. 08, 2016	Mar. 25, 2016	Mar. 11, 2016	Dec. 13, 2012	Mar. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Feb. 23, 2016	Feb. 11, 2014
Subsequent Events (Textual)
Common stock intra day volume limit						The Issuance Date of the Note up to and including April 15, 2016, the Holder (as defined in the Notes) shall trade no more than 5% of the intra-day volume of the Common Stock (as defined in the Notes). After April 15, 2016, the Holder shall trade no more than 10% of the intra-day volume of the Common Stock. However, if the Common Stock closes below $0.40 or above $2.00 or an Event of Default (as defined in the Notes) occurs and is continuing, the foregoing restrictions (the ''Restrictions'') shall be removed. If the Common Stock closes below $0.40, then, with respect to the Note, the Holder shall trade no more than the greater of (i) $7,500 of Common Stock per Trading Day (as defined in the Notes) of (ii) 10% of the intraday volume of the Common Stock. If the Common Stock subsequently closes between $0.41 and $1.99 or the Company cures any Event of Default, the Restrictions shall be reinstated.1.99 or the Company cures any Event of Default, the Restrictions shall be reinstated.2. The "Market Price" shall be revised to mean85% of the average of the five (5) lowest daily Weighted Average Prices in the prior thirty (30) Trading Days. All such determinations to be appropriately adjusted for any stock split, stock dividend, stock combination, reclassification or other similar transaction during such Measuring Period".
Promissory note maturity date				Dec. 21, 2014				Dec. 21, 2014
Gross proceeds in connection with exercise of warrants						$ 650,000	$ 1,470,000
Preferred stock
Preferred stock, shares
Preferred stock, par value						$ 0.0001	$ 0.0001
Convertible notes issued				$ 150,000						$ 150,000
Subsequent Event [Member]
Subsequent Events (Textual)
Warrant exercise price		$ 0.50							$ 0.50
Promissory note principal amount			$ 400,000
Promissory note maturity date			Apr. 25, 2016
Promissory note interest rate			12.00%
Gross proceeds in connection with exercise of warrants		$ 50,000
Warrants issued to purchase common stock		100,000
Number of common stock called by warrants		100,000
Preferred stock, par value	$ 0.0001
Convertible notes issued					$ 2,707,147
Conversion shares of common stock	2,500,000				12,288,279
Proceeds from issuance of Series A Convertible Preferred Stock	$ 2,500,000