LogicMark (LGMK) 10-Q/A26 Nov 142014 Q1 Quarterly report (amended)Financial data

Company Profile

Document_and_Entity_Informatio

Document and Entity Information	3 Months Ended
Document and Entity Information	Mar. 31, 2014	13-May-14
Document And Entity Information	'	'
Entity Registrant Name	'Nxt-ID, Inc.	'
Entity Central Index Key	'0001566826	'
Amendment Flag	'true	'
Amendment Description	'	'

	EXPLANATORY NOTE

	Nxt-ID, Inc. (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q (this “Amendment”) to amend and restate its Quarterly Report on Form 10-Q for the period ended March 31, 2014, originally filed on May 14, 2014 (the “Original Filing”).



	Background to the Restatement

	During the preparation of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2014, The Company and the Audit Committee of the Company’s Board of Directors (the “Audit Committee”) identified an accounting error in the condensed consolidated financial statements as of March 31, 2014.



	The Company and the Audit Committee determined that it was necessary to correct the accounting error for certain warrants as presented within the statement of operations along with a corresponding impact on the Company’s condensed consolidated financial statements for the period ended March 31, 2014. Such impact on the Company’s condensed consolidated financial statements for the period ended March 31, 2014 resulted in a net loss for the three months ended March 31, 2014 of $138,369 compared to the previously reported loss of $1,605,709.



	The non-cash adjustment primarily relates to the February 2014 determination of the fair value of derivatives associated with the Company’s warrants issued in December 2013 and January 2014. The change in fair value of derivatives, reported in the Original Filing as an unrealized loss of $1,054,577 for the three months ended March 31, 2014, has been amended and restated to an unrealized gain of $412,763 as a result of the corrected valuation. The net loss for the three months ended March 31, 2014, decreased due to the recognition of gain on the change in the value of derivative liabilities noted above. Total assets, total liabilities and total stockholders’ equity at March 31, 2014 were unchanged as a result. Further, cash flows including cash flows from operating activities for the three months ended March 31, 2014 were also unchanged. This error did not impact the Company’s results of operations or our financial position as of or for any period prior to January 1, 2014.



	Effects of Restatement



	This Amendment amends and restates Item 1 (Financial Statements) and Item 2 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of Part I of the Original Filing, as necessary based on the restatement of the Company’s condensed consolidated financial statements. Additionally, this Amendment replaces the interactive data files required by Item 601(b)(101) of Regulation S-K and Sections 405 and 406T of Regulation S-T, that were initially filed on the Original Filing. As required pursuant to the Securities and Exchange Act of 1934, as amended, this Amendment also includes updated certifications from the Company’s Chief Executive Officer and Chief Financial Officer as Exhibits 31.1, 31.2, 32.1 and 32.2.



	Except as described above or the specific events of a later date as disclosed in Item 2, this Amendment does not amend, update or change any other items or disclosures in the Original Filing and does not purport to reflect any information or events subsequent to the filing thereof. Accordingly, this Amendment should be read in conjunction with the Original Filing.
Current Fiscal Year End Date	'--12-31	'
Document Type	'10-Q	'
Document Period End Date	31-Mar-14	'
Document Fiscal Year Focus	'2014	'
Document Fiscal Period Focus	'Q1	'
Entity Filer Category	'Smaller Reporting Company	'
Entity Common Stock, Shares Outstanding	'	22,008,275

Condensed_Consolidated_Balance

Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2014	Dec. 31, 2013
Current Assets	'	'
Cash	$338,177	$303,626
Inventory	29,468	6,533
Prepaid expenses	3,313	3,313
Total Current Assets	370,958	313,472
Property and equipment, net of accumulated depreciation of $1,105 and $684, respectively	9,308	7,734
Total Assets	380,266	321,206
Current Liabilities	'	'
Accounts payable	81,912	244,094
Accrued expenses	25,157	135,017
Convertible notes payable, net of discount of $0 and $26,755, respectively	'	123,245
Derivative liability - warrants	'	1,531,303
Conversion feature liability	'	118,940
Total Current Liabilities	107,069	2,152,599
Commitment and Contingencies	'	'
Stockholders' Equity (Deficiency)	'	'
Preferred stock, $0.0001 par value: 10,000,000 shares authorized; none issued and outstanding	'	'
Common stock, $0.0001 par value: 100,000,000 shares authorized; 22,001,345 and 21,937,822 issued and outstanding, respectively	2,200	2,194
Additional paid-in capital (deficit)	2,162,776	-80,177
Accumulated deficit	-1,891,779	-1,753,410
Total Stockholders' Equity (Deficiency)	273,197	-1,831,393
Total Liabilities and Stockholders' Equity (Deficiency)	$380,266	$321,206

Condensed_Consolidated_Balance1

Condensed Consolidated Balance Sheets (Parenthetical) (USD $)	Mar. 31, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]	'	'
Accumulated depreciation	$1,105	$684
Net of discount of convertible notes payable	$0	$26,755
Preferred stock, par value	$0.00	$0.00
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$0.00	$0.00
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	22,001,345	21,937,822
Common stock, shares outstanding	22,001,345	21,937,822

Condensed_Consolidated_Stateme

Condensed Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Income Statement [Abstract]	'	'
Revenues	'	'
Cost of goods sold	'	'
Gross Profit	'	'
Operating Expenses	'	'
General and administrative	295,926	258,468
Selling and marketing	60,184	5,000
Research and development	164,278	177,783
Total Operating Expenses	520,388	441,251
Operating Loss	-520,388	-441,251
Other Expense	'	'
Interest expenses	-30,744	-3,750
Unrealized gain on change in fair value of derivative liabilities	412,763	'
Total Other Income (Expense)	382,019	-3,750
Net Loss	($138,369)	($445,001)
Net Loss Per Share - Basic and Diluted	($0.01)	($0.02)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	21,967,617	20,971,556

Condensed_Consolidated_Stateme1

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $)	3 Months Ended
	Mar. 31, 2014	Mar. 31, 2013
Cash Flows from Operating Activities	'	'
Net loss	($138,369)	($445,001)
Adjustments to reconcile net loss to net cash used in operating activities:	'	'
Depreciation	421	99
Stock based compensation	34,000	45,000
Amortization of debt discount	26,755	'
Unrealized loss on change in fair value of derivative liabilities	-412,763	'
Changes in operating assets and liabilities:	'	'
Inventory	-22,935	'
Accounts payable	-162,182	116,905
Accrued expenses	-88,375	'
Total Adjustments	-625,079	162,004
Net Cash Used in Operating Activities	-763,448	-282,997
Cash Flows from Investing Activities	'	'
Purchase of equipment	-1,995	'
Net Cash Used in Investing Activities	-1,995	'
Cash Flows from Financing Activities	'	'
Proceeds received in connection with issuance of common stock and warrants, net	799,994	'
Proceeds received in connection with issuance of common stock, net	'	51,000
Proceeds from convertible notes payable	'	75,000
Proceeds from advances made by officer	'	25,000
Net Cash Provided by Financing Activities	799,994	151,000
Net Increase (Decrease) in Cash	34,551	-131,997
Cash - Beginning of Period	303,626	135,820
Cash - End of Period	338,177	3,823
Cash paid during the periods for:	'	'
Interest	'	'
Taxes	'	'
Non-cash financing activities:	'	'
Recognition of liability in connection with warrant issuance	3,450,976	'
Reclassification of warrant liability to additional paid-in capital in connection with warrant modification	4,589,734	'
Issuance of common stock in connection with conversion of note payable and accrued interest	171,485	'
Reclassification of conversion feature liability in connection with note conversion	98,722	'
Retirement of common stock by officers	$28	'

Organization_and_Basis_of_Pres

Organization and Basis of Presentation	3 Months Ended
Organization and Basis of Presentation	Mar. 31, 2014
Organization and Basis of Presentation [Abstract]	'
ORGANIZATION AND BASIS OF PRESENTATION	'

	Note 1 – Organization and Basis of Presentation



	Organization and Principal Business Activity



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



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



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



	Basis of Presentation



	The accompanying unaudited condensed consolidated financial statements as of March 31, 2014 and for the three months then ended have been prepared in accordance with the accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and on the same basis as the Company prepares its annual audited consolidated financial statements. The unaudited condensed consolidated balance sheet as of March 31, 2014 and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2014 and 2013 are unaudited, but include all adjustments, consisting only of normal recurring adjustments, which the Company considers necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The results for the three months ended March 31, 2014 are not necessarily indicative of results to be expected for the year ending December 31, 2014 or for any future interim period. The condensed consolidated balance sheet at December 31, 2013 has been derived from audited consolidated financial statements. However, it does not include all of the information and notes required by GAAP for complete consolidated financial statements. The accompanying condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2013, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on February 25, 2014.

Restatement

Restatement	3 Months Ended
Restatement	Mar. 31, 2014
Restatement [Abstract]	'
RESTATEMENT	'

	Note 2 - Restatement



	The condensed consolidated financial statements as of March 31, 2014 and for the three months then ended have been amended and restated to correct errors in the accounting for warrants included in the financial statements and footnotes.



	The adjustments primarily relate to the February 2014 determination of the fair value of derivatives associated with the Company’s warrants issued in December 2013 and January 2014. The change in fair value of derivatives, originally reported as an unrealized loss of $1,054,577 for the three months ended March 31, 2014, has been amended and restated to an unrealized gain of $412,763 as a result of the corrected valuation of the Warrants as defined in Note 7 below, resulting in a gain of $392,545 instead of the previously reported loss of $1,074,795. Net loss for the three months ended March 31, 2014, went from $1,605,709 to $138,369 due to the error correction. Total assets, total liabilities and total stockholders’ equity at March 31, 2014 were unchanged as a result. Cash flows including cash flows from operating activities for the three months ended March 31, 2014 were also unchanged. This error did not impact our results of operations or our financial position as of or for any period through January 1, 2014.

Going_Concern_and_Management_P

Going Concern and Management Plans	3 Months Ended
Going Concern and Management Plans	Mar. 31, 2014
Going Concern and Management Plans [Abstract]	'
GOING CONCERN AND MANAGEMENT PLANS	'

	Note 3 - Going Concern and Management Plans



	The Company is an early stage entity and incurred operating losses of $520,388 and net losses of $138,369 during the three months ended March 31, 2014. As of March 31, 2014 the Company had working capital and stockholders’ equity of $263,889 and $273,197, respectively. During the three months ended March 31, 2014, the Company raised net proceeds of $799,994 through the issuance of common stock and warrants.



	In order to execute the Company's long-term strategic plan to develop and commercialize its core products, the Company will need to raise additional funds, through public or private equity offerings, debt financings, or other means. On April 29, 2014 the Company received $150,000 in connection with the exercise of 50,000 warrants into 50,000 shares of common stock at an exercise price of $3.00 per share. The Company can give no assurance that the cash raised subsequent to March 31, 2014 or any additional funds raised will be sufficient to execute its business plan. Additionally, the Company can give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate the going concern. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.



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

Summary_of_Significant_Account

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2014
Summary of Significant Accounting Policies [Abstract]	'
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	'

	Note 4 - Summary Of Significant Accounting Policies



	Use of Estimates in the Financial Statements



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



	Principles of Consolidation



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



	Inventory



	Inventory consists principally of raw materials and is valued at the lower of cost or market with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value. As of March 31, 2014 inventory is comprised of $29,468 in raw materials on hand.



	Revenue Recognition



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



	Convertible Instruments



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



	The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations.



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



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



	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 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.



Stock-Based Compensation



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 1,396,139 warrants as of March 31, 2014, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2013 there were no potentially dilutive securities.



Research and Development



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

Convertible_Notes_Payable

Convertible Notes Payable	3 Months Ended
Convertible Notes Payable	Mar. 31, 2014
Convertible Notes Payable [Abstract]	'
CONVERTIBLE NOTES PAYABLE	'

	Note 5 - Convertible Notes Payable



	On December 13, 2012, the Company received approval from Connecticut Innovations, Inc. (“CII”) for a Convertible Note (the “Note”) in the amount of $150,000 The Company received the first tranche of $75,000 on December 21, 2012, and the second tranche of $75,000 on January 31, 2013. The Note’s maturity date was December 21, 2014.



	The Company received notice on February 11, 2014 from CII regarding converting their 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 three months ended March 31, 2014 (See Note 7) 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 three months ended March 31, 2014.

Stockholders_Equity

Stockholders' Equity

3 Months Ended

Mar. 31, 2014

Stockholders' Equity [Abstract]

STOCKHOLDERS' EQUITY

Note 6 - Stockholders' Equity

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

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

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

On February 21, 2014, the Company amended the terms of the 1,391,539 warrants issued in the offering to eliminate the anti-dilution provision and to lower the exercise price of the warrants from $3.25 to $3.00. As a result of the warrant modifications, the Company re-measured the warrant liability on the modification date and recorded an unrealized gain on derivative liabilities of $392,545 and reclassified the aggregate re-measured value of the warrants of $4,589,734 to additional paid-in capital. See Note 6.

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

Weighted

Average

Remaining

Number of

Exercise

Life

Intrinsic

Warrants

Price

In Years

Value

Outstanding at December 31, 2013

454,600

3.23

4.97

351,300

Issued in connection with offering

941,539

4.79

Exercised

–

Cancelled

–

Outstanding at March 31, 2014

1,396,139

2.99

4.78

1,349,493

Exercisable at March 31, 2014

1,396,139

2.99

4.78

1,349,493

On January 4, 2013, a majority the Company’s stockholders approved by written consent the Company’s 2013 Long-Term Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards and stock appreciation rights, is limited to 10% of the shares of common stock outstanding on the first business or trading day of any fiscal year, which is 2,193,782 at January 1, 2014. During the three months ended March 31, 2014, the Company issued 2,526 restricted shares under the plan to two non-executive directors with an aggregate fair value of $10,000. For the three months ended March 31, 2014, the Company issued 5,500 shares of common stock with an aggregate fair value of $24,000 to consultants for services rendered to the Company.

Derivative_Liabilities

Derivative Liabilities	3 Months Ended
Derivative Liabilities	Mar. 31, 2014
Derivative Liabilities [Abstract]	'
DERIVATIVE LIABILITIES	'

	Note 7 – Derivative liabilities



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



	The conversion feature embedded within the Company’s convertible notes payable and the warrants issued in connection with the Offering (as defined in Note 6) did not have fixed settlement provisions on their respective issuance dates as the conversion and exercises prices could have been lowered if the Company would have issued securities at lower prices.



	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	%		0.1	%		1.6	%
	Expected volatility			105.36	%		105.36	%		123.54	%
	Expected life (in years)			4.88			0.75			5
	Expected dividend yield			–			–			–
	Number of shares			1,391,539			55,497			941,539
	Fair value		$	4,589,734		$	98,722		$	3,450,976



	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 measured on a recurring basis as of March 31, 2014.



	The carrying amounts of cash, inventory, prepaid expenses, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The Company’s other financial instruments include its convertible notes payable obligations. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. The Company measures the fair value of financial assets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.



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



	Level 3 Valuation Techniques

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



	As of March 31, 2014, there were no transfers in or out of level 3 from other levels in the fair value hierarchy.



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



			For the Three Months Ended
		March 31, 2014
Beginning liability balance		$	1,650,243
Recognition of derivative value in equity			3,450,976
Net unrealized gain on derivative liabilities in equity			(392,545	)
Net unrealized gain on conversion feature liabilities			(20,218	)
Adjustment to additional paid-in capital upon conversion and modification			(4,688,456	)
Ending balance		$	–

Commitments_and_Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2014
Commitments and Contingencies [Abstract]	'
COMMITMENTS AND CONTINGENCIES	'

	Note 8 - Commitments and Contingencies



	Legal Matters



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



	Commitments



	In October 2012, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant shares of common stock per month with a fair value of $10,000 as compensation for services provided. The Company entered into a new agreement with this consultant on November 1, 2013 for a period of six months and agreed to pay the consultant a monthly cash fee of $5,000. During the three months ended March 31, 2014 the Company paid the consultant $15,000 pursuant to this agreement. During the quarter ended March 31, 2013, 120,000 shares of common stock with a fair value of $30,000 as compensation for services provided from January 1, 2013, to March 31, 2013, were issued.



	The Company incurred rent expense of $2,427 and $0 for the three months ended March 31, 2014 and 2013, respectively. Minimum lease payments for non-cancelable operating leases are as follows:



	Future Lease Obligations

	2014 (remaining)		$	13,250
	2015			20,273
	2016			20,881
	2017			7,028
	Total future lease obligations		$	61,432



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



	On January 6, 2014, the Company entered into an agreement with a business consulting firm to provide consulting services to the Company for a period of a year. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant $5,000 worth of restricted shares of common stock per month as compensation for services provided. During the three months ended March 31, 2014, the consultant was issued 3,403 shares with an aggregate grant date fair value of $15,000 and $15,000 in cash for a total aggregate consulting fee of $30,000.



	Employment Agreement



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



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

		·	An initial base salary of $150,000 per year. In January 2014, upon the successful completion of the MobileWocket prototype, the salary was increased to $300,000 in accordance with the agreement.

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

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

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

Subsequent_Events

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2014
Subsequent Events [Abstract]	'
SUBSEQUENT EVENTS	'

	Note 9 - Subsequent Events



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



	On April 29, 2014 the Company received $150,000 in connection with the exercise of 50,000 warrants into 50,000 shares of common stock at an exercise price of $3.00 per share. Upon exercise, pursuant to the Purchase Agreement, the Company’s Founders agreed to cancel a corresponding number of shares to be cancelled for each Warrant Share issued. As a result, the Founders retired 50,000 shares of common stock.



	On various dates, during the six months ended June 30, 2014, the Company received gross proceeds of $1,200,000 in connection with the exercise of 400,000 warrants into 400,000 shares of common stock at an exercise price of $3.00 per share, net of fees to be paid upon the exercise of the warrants issued in the Offering per the term of the underwriter agreement of $30,000. Upon exercise, pursuant to the Purchase Agreement, the Company’s Founders cancelled a corresponding number of shares for each Warrant Share issued. As a result, the Founders retired 400,000 shares of common stock. As a result, the Company recorded an inducement expense of $1,051,128 in the three months ended June 30, 2014. On August 21, 2014, the Company received proceeds of $300,000 in connection with the exercise of 100,000 warrants into 100,000 shares of common stock at an exercise price of $3.00 per share. The Company determined that the effect of the issuance of the 500,000 warrants was to induce the Purchasers to exercise warrants previously issued to them in the Offering. As a result, the Company recorded an inducement expense of $210,940 for the three months ended September 30, 2014.



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



	On September 12, 2014, the Company entered into a lease agreement for office space in Oxford, Connecticut. The term of the lease is for two (2) years with a monthly rent of $2,300 in the first year, increasing to $2,450 per month in the second year.



	On 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 exercise 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.



	On October 3, 2014, the Company entered into a lease agreement for warehouse space in Melbourne, Florida. The lease term commences on January 1, 2015. The term of the lease is for three (3) years with a monthly rent amount of $6,365 which includes the base rent, an escrow for taxes and insurance, common area maintenance charges and applicable sale tax.

Summary_of_Significant_Account1

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2014
Summary of Significant Accounting Policies [Abstract]	'
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS	'

	Use of Estimates in the Financial Statements



	The preparation of financial statements in conformity with 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	'

	Principles of Consolidation



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

	Inventory



	Inventory consists principally of raw materials and is valued at the lower of cost or market with cost determined using the first-in, first-out method and with market defined as the lower of replacement cost or realizable value. As of March 31, 2014 inventory is comprised of $29,468 in raw materials on hand.
REVENUE RECOGNITION	'

	Revenue Recognition



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

	Convertible Instruments



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



	The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations.



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



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

	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 in the accompanying statements of operations.
Income Taxes	'

	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.
Stock-Based Compensation	'

	Stock-Based Compensation



	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	'

	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 1,396,139 warrants as of March 31, 2014, were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of March 31, 2013 there were no potentially dilutive securities.
Research and Development	'

	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.

Stockholders_Equity_Tables

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2014

Stockholders' Equity [Abstract]

Summary of warrants outstanding and exercisable

Weighted

Average

Remaining

Number of

Exercise

Life

Intrinsic

Warrants

Price

In Years

Value

Outstanding at December 31, 2013

454,600

3.23

4.97

351,300

Issued in connection with offering

941,539

4.79

Exercised

–

Cancelled

–

Outstanding at March 31, 2014

1,396,139

2.99

4.78

1,349,493

Exercisable at March 31, 2014

1,396,139

2.99

4.78

1,349,493

Derivative_liabilities_Tables

Derivative liabilities (Tables)	3 Months Ended
Derivative liabilities (Tables)	Mar. 31, 2014
Derivative Liabilities [Abstract]	'
Valuation of Derivative liabilities	'

		February 21, 2014			February 18, 2014			January 13, 2014
	Embedded Conversion Feature and Warrant Liability:
	Risk-free interest rate		1.52	%		0.1	%		1.6	%
	Expected volatility		105.36	%		105.36	%		123.54	%
	Expected life (in years)		4.88			0.75			5
	Expected dividend yield		–			–			–
	Number of shares		1,391,539			55,497			941,539
	Fair value	$	4,589,734		$	98,722		$	3,450,976


Changes in the fair value of Level 3 financial liabilities that are measured at fair value on a recurring basis	'
		For the Three Months Ended
		March 31, 2014
	Beginning liability balance	$	1,650,243
	Recognition of derivative value in equity		3,450,976
	Net unrealized gain on derivative liabilities in equity		(392,545	)
	Net unrealized gain on conversion feature liabilities		(20,218	)
	Adjustment to additional paid-in capital upon conversion and modification		(4,688,456	)
	Ending balance	$	–

Commitments_and_Contingencies_

Commitments and Contingencies (Tables)	3 Months Ended
Commitments and Contingencies (Tables)	Mar. 31, 2014
Commitments and Contingencies [Abstract]	'
Future Lease Obligation	'

	2014 (remaining)	$	13,250
	2015		20,273
	2016		20,881
	2017		7,028
	Total future lease obligations	$	61,432

Organization_and_Basis_of_Pres1

Organization and Basis of Presentation (Details)	0 Months Ended
Organization and Basis of Presentation (Details)	Jun. 25, 2012
Organization and Basis of Presentation [Abstract]	'
Business acquisition, membership interests percentage	100.00%
Common stock acquired in exchange	20,000,000

Restatement_Details

Restatement (Details) (USD $)	3 Months Ended
Restatement (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013
Restatement [Abstract]	'	'
Change in fair value of unrealised derivative liabilities	$1,054,577	'
Unrealized gain on change in fair value of derivative liabilities	412,763	'
Unrealized change in value of the warrants	392,545	'
Previously reported loss	1,074,795	'
Net loss	($138,369)	($445,001)

Going_Concern_and_Management_P1

Going Concern and Management Plans (Details) (USD $)	3 Months Ended
Going Concern and Management Plans (Details) (USD $)	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013
Going Concern and Management Plans [Abstract]	'	'	'
Working capital	$263,889	'	'
Net loss	-138,369	-445,001	'
Stockholders' equity	273,197	'	-1,831,393
Proceeds from issuance of common stock and exercise of warrants	799,994	'	'
Operating Loss	-520,388	-441,251	'
Proceeds from Warrant Exercises	$150,000	'	'
Exercise price of warrants	$3	'	'
Issuance of warrants	50,000	'	'

Summary_of_Significant_Account2

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2014
Summary of Significant Accounting Policies [Abstract]	'
Potentially dilutive securities	1,396,139

Convertible_Notes_Payable_Deta

Convertible Notes Payable (Details) (USD $)	0 Months Ended	1 Months Ended	3 Months Ended
Convertible Notes Payable (Details) (USD $)	Feb. 11, 2014	Dec. 21, 2012	Mar. 31, 2014	Jan. 31, 2013
Convertible Notes Payable [Abstract]	'	'	'	'
Convertible notes payable	'	$75,000	'	$75,000
Convertible notes payable, Maturity date	21-Dec-14	'	'	'
Amortization of debt discount	'	'	26,755	'
Outstanding convertible note converted amount	150,000	150,000	'	'
Conversion of accrued interest into common stock	21,485	'	'	'
Percentage of discount on closing price	25.00%	'	'	'
Shares issued for debt relief	55,497	'	'	'
Shares issued for debt relief, amount	171,485	'	'	'
Unrealized gain on change in fair value of conversion feature	'	'	20,218	'
Conversion feature in additional paid in capital	'	'	$98,722	'
Debt conversion description	'CII regarding converting their 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.	'	'	'

Stockholders_Equity_Details

Stockholders' Equity (Details) (USD $)	3 Months Ended
Stockholders' Equity (Details) (USD $)	Mar. 31, 2014
Weighted Average Exercise Price	'
Weighted Average Exercise Price Outstanding, ending	$3
Warrant [Member]	'
Number of Warrants	'
Number of Warrants Outstanding, beginning	454,600
Number of Warrants Issued in connection with offering	941,539
Number of Warrants Exercised	'
Number of Warrants Cancelled	'
Number of Warrants Outstanding, ending	1,396,139
Number of Warrants Exercisable	1,396,139
Weighted Average Exercise Price	'
Weighted Average Exercise Price Outstanding, beginning	$3.23
Weighted Average Exercise Price Granted	$3
Weighted Average Exercise Price Exercised	'
Weighted Average Exercise Price Cancelled	'
Weighted Average Exercise Price Outstanding, ending	$2.99
Weighted Average Exercise Price Exercisable	$2.99
Weighted Average Remaining Life In Years	'
Weighted Average Remaining Life In Years Outstanding, opening	'4 years 11 months 19 days
Weighted Average Remaining Life In Years Issued in connection with offering	'4 years 9 months 15 days
Weighted Average Remaining Life In Years Outstanding, ending	'4 years 9 months 11 days
Weighted Average Remaining Life In Years Exercisable	'4 years 9 months 11 days
Intrinsic Value	'
Intrinsic Value Outstanding, beginning	$351,300
Intrinsic Value Outstanding, ending	1,349,493
Intrinsic Value Exercisable	$1,349,493

Stockholders_Equity_Details_Te

Stockholders' Equity (Details Textual) (USD $)

0 Months Ended

1 Months Ended

3 Months Ended

12 Months Ended

3 Months Ended

1 Months Ended

3 Months Ended

12 Months Ended

0 Months Ended

1 Months Ended

3 Months Ended

12 Months Ended

1 Months Ended

Sep. 15, 2014

Jan. 30, 2014

Mar. 31, 2014

Mar. 31, 2013

Dec. 31, 2013

Mar. 31, 2014

Jan. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Sep. 15, 2014

Jan. 31, 2014

Sep. 15, 2014

Feb. 21, 2014

Sep. 30, 2014

Dec. 31, 2013

Feb. 21, 2014

January 13, 2014 Offering [Member]

Securities Purchase Agreement [Member]

Director [Member]

Common Stock [Member]

Warrant [Member]

directors

Maximum [Member]

Minimum [Member]

Closing balance of private offering

$1,000,000

Exercised oversubscription amount in offering

350,000

Proceeds from issuance of stock, value

1,350,000

Common stock issued

22,001,345

21,937,822

415,387

2,127,273

Common stock, par value

$0.00

Common stock exercise price

3.25

Stock sold in private offering, warrant shares

138,463

1,350,000

Common stock unit under public offering

138,463

276,924

Common unit par value

$3.25

Proceeds from public offering

4,954,042

450,000

900,000

Proceeds from private offering

450,000

Offering costs

100,006

56,820

Warrant received by private placement agent

41,539

Retirement of stock by founders, shares

276,924

138,463

Unrealized loss on derivative liabilities

392,545

Derivative liability - warrants

3,450,976

Warrant term

'5 years

Inducement costs

718,110

Stock issued under LTIP - shares

2,193,782

Restricted shares issued, fair value

2,526

10,000

Number of non executive directors under plan

Shares issued to consultants for services

5,500

Shares issued to consultants for services, fair value

24,000

Number of Warrants Exercised

1,391,539

Fair Value Adjustment of Warrants

$392,545

$4,589,734

Derivative_Liabilities_Details

Derivative Liabilities (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	Mar. 31, 2014	Mar. 31, 2014	Mar. 31, 2014
Derivative Liabilities (Details) (USD $)	Mar. 31, 2014	Dec. 31, 2013	February 21, 2014 [Member]	February 18, 2014 [Member]	January 13, 2014 [Member]
Embedded Conversion Feature and Warrant Liability:	'	'	'	'	'
Risk-free interest rate	'	'	1.52%	0.10%	1.60%
Expected volatility	'	'	105.36%	105.36%	123.54%
Expected life (in years)	'	'	'4 years 10 months 17 days	'9 months	'5 years
Expected dividend yield	'	'	'	'	'
Number of shares	'	'	1,391,539	55,497	941,539
Fair value	'	$1,650,243	$4,589,734	$98,722	$3,450,976

Derivative_Liabilities_Details1

Derivative Liabilities (Details 1) (USD $)	3 Months Ended
Derivative Liabilities (Details 1) (USD $)	Mar. 31, 2014
Financial liabilities, Beginning balance	$1,650,243
Recognition of derivative value in equity	3,450,976
Net unrealized gain on derivative liabilities in equity	-392,545
Net unrealized gain on conversion feature liabilities	-20,218
Adjustment to additional paid-in capital upon conversion and modification	-4,688,456
Financial liabilities, Ending balance	'

Commitments_and_Contingencies_1

Commitments and Contingencies (Details) (USD $)	Mar. 31, 2014
Commitments and Contingencies [Abstract]	'
2014 (remaining)	$13,250
2015	20,273
2016	20,881
2017	7,028
Total future lease obligations	$61,432

Commitments_and_Contingencies_2

Commitments and Contingencies (Details Textual) (USD $)	3 Months Ended		12 Months Ended	0 Months Ended	1 Months Ended	3 Months Ended		0 Months Ended
	Mar. 31, 2014	Mar. 31, 2013	Dec. 31, 2013	Jan. 06, 2014	Oct. 31, 2012	Mar. 31, 2014	Mar. 31, 2013	Nov. 07, 2013	Nov. 01, 2013	Oct. 01, 2012
				Consultant Agreement [Member]	Consultant Agreement [Member]	Consultant Agreement [Member]	Consultant Agreement [Member]	Distribution And Supply Agreement [Member]	Consultant Agreement One [Member]	Employment Agreement [Member]
										Chief Executive Officer [Member]
Commitments And Contingencies [Line Items]	'	'	'	'	'	'	'	'	'	'
Shares issued to consultants for services	5,500	'	'	'	'	'	120,000	'	'	'
Shares issued to consultants for services, fair value	$24,000	'	'	'	$10,000	$15,000	$30,000	'	'	'
Consultant fees paid in cash	'	'	'	5,000	5,000	15,000	'	'	5,000	'
Termination of agreement description	'	'	'	'	'	'	'	'The agreement is subject to termination at any time after the initial three-year term by either the Company or VOBD upon sixty (60) days written notice.	'	'
Term of agreement	'	'	'	'	'	'	'	'3 years	'6 months	'3 years
Rent expense	2,427	0	'	'	'	'	'	'	'	'
Initial base salary	'	'	'	'	'	'	'	'	'	150,000
Increased in salaries	'	'	'	'	'	'	'	'	'	300,000
Restricted shares issued, fair value	'	'	2,526	5,000	'	'	'	'	'	'
Restricted shares issued	'	'	'	'	'	3,403	'	'	'	'
Aggregate consulting fee	'	'	'	'	'	$30,000	'	'	'	'

Subsequent_Events_Details

Subsequent Events (Details) (USD $)

0 Months Ended

1 Months Ended

3 Months Ended

12 Months Ended

0 Months Ended

3 Months Ended

12 Months Ended

0 Months Ended

3 Months Ended

6 Months Ended

Sep. 15, 2014

Jan. 30, 2014

Mar. 31, 2014

Dec. 31, 2013

Sep. 15, 2014

Sep. 30, 2014

Dec. 31, 2013

Sep. 10, 2014

Oct. 03, 2014

Sep. 12, 2014

Sep. 10, 2014

Aug. 21, 2014

Apr. 29, 2014

Sep. 30, 2014

Jun. 30, 2014

Common Stock [Member]

Warrant [Member]

Subsequent Event [Member]

Minimum [Member]

Maximum [Member]

Subsequent Event [Line Items]

Proceeds from Warrant Exercises

$150,000

$300,000

$150,000

$1,200,000

Exercise price of warrants

$2.75

$3.29

Issuance of warrants

50,000

100,000

50,000

400,000

Retired shares of common stock

100,000

50,000

400,000

Offering costs

100,006

56,820

30,000

Unregistered shares of common stock

261,131

Inducement costs

718,110

210,940

1,051,128

Issuance of unregistered shares of common stock

232,360

Common stock, shares issued

22,001,345

21,937,822

2,127,273

Warrant term

'5 years

Proceeds from public offering

4,954,042

450,000

900,000

Term of lease

'3 years

'2 years

Lease and rental expense current year

6,365

2,300

Lease and rental expense next year

$2,450

Lease expiration term

1-Jan-15

Number of warrants

500,000