LogicMark (LGMK) 10-Q 23 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 20, 2016
Document and Entity Information
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	1,566,826
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		59,485,695

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash	$ 121,491	$ 418,991
Restricted cash	424,904	1,534,953
Inventory	1,945,982	1,767,942
Prepaid expenses and other current assets	647,692	1,039,405
Total Current Assets	3,140,069	4,761,291
Property and equipment, net of accumulated depreciation of $254,740 and $196,353, respectively	328,500	373,214
Total Assets	3,468,569	5,134,505
Current Liabilities
Accounts payable	1,384,632	1,333,137
Accrued expenses	427,586	641,438
Customer deposits	5,322	$ 8,729
Short-term debt	400,000
Convertible notes payable, net of discount of $264,761 and $1,445,342, respectively	$ 573,410	$ 1,849,508
Derivative liability conversion feature		420,360
Total Current Liabilities	$ 2,790,950	$ 4,253,172
Commitment and Contingencies (Note 8)
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; 57,539,698 and 44,411,591 issued and outstanding, respectively	$ 5,754	$ 4,441
Additional paid-in capital	27,990,434	22,783,765
Accumulated deficit	(27,318,569)	(21,906,873)
Total Stockholders' Equity	677,619	881,333
Total Liabilities and Stockholders' Equity	$ 3,468,569	$ 5,134,505

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Balance Sheets [Abstract]
Accumulated depreciation	$ 254,740	$ 196,353
Net of discount of convertible notes payable	$ 264,761	$ 1,445,342
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	57,539,698	44,411,591
Common stock, outstanding	57,539,698	44,411,591

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statements of Operations [Abstract]
Revenues	$ 42,302	$ 2,270
Cost of goods sold	75,155	1,990
Gross Profit (Loss)	(32,853)	280
Operating Expenses
General and administrative	1,126,588	816,443
Selling and marketing	806,518	658,034
Research and development	361,324	573,255
Total Operating Expenses	2,294,430	2,047,732
Operating Loss	(2,327,283)	(2,047,452)
Other Income and (Expense)
Interest income	23	$ 399
Interest expense	(512,667)
Change in fair value of derivative liabilities	(2,299,020)
Loss on extinguishment of debt	(272,749)
Total Other (Expense) Income, Net	(3,084,413)	$ 399
Net Loss	$ (5,411,696)	$ (2,047,053)
Net Loss Per Share - Basic and Diluted	$ (0.11)	$ (0.08)
Weighted Average Number of Common Shares Outstanding - Basic and Diluted	50,836,172	24,877,756

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities
Net Loss	$ (5,411,696)	$ (2,047,053)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	58,387	35,197
Stock based compensation	314,379	$ 263,353
Amortization of debt discount	250,271
Loss on extinguishment of debt	272,749
Amortization of deferred debt issuance costs	11,522
Change in fair value of derivative liabilities	2,299,020
Loss on conversion of convertible note interest	34,628
Changes in operating assets and liabilities:
Inventory	(178,040)	$ (206,590)
Prepaid expenses and other current assets	156,088	150,857
Accounts payable	(21,274)	(164,330)
Accrued expenses	382,127	89,716
Customer deposits	(3,407)	(6,815)
Total Adjustments	3,576,450	161,388
Net Cash Used in Operating Activities	(1,835,246)	(1,885,665)
Cash Flows from Investing Activities
Restricted cash	$ 1,110,049	20
Purchase of equipment		(191,404)
Net Cash Provided by (Used in) Investing Activities	$ 1,110,049	$ (191,384)
Cash Flows from Financing Activities
Proceeds received from short-term promissory note	400,000
Payment of closing related fees	(22,303)
Proceeds from exercise of common stock warrants	50,000	$ 200,000
Net Cash Provided by Financing Activities	427,697	200,000
Net Decrease in Cash	(297,500)	(1,877,049)
Cash - Beginning of Period	418,991	2,201,287
Cash - End of Period	$ 121,491	$ 324,238
Cash paid during the periods for:
Interest
Taxes	$ 3,500	$ 1,000
Non-cash financing activities:
Equipment purchases on payment terms	13,673
Accrued fees incurred in connection with equity offerings	72,281
Issuance of common stock in connection with accelerated installments of notes payable	2,456,679
Issuance of common stock in connection with conversion of interest on convertible notes	253,028
Reclassification of conversion feature liability in connection with note modification	$ 1,702,400

Organization and Basis of Prese

Organization and Basis of Presentation	3 Months Ended
	Mar. 31, 2016
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 emerging growth 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, 2016 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, 2016 and the condensed consolidated statements of operations and cash flows for the three months ended March 31, 2016 and 2015 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, 2016 are not necessarily indicative of results to be expected for the year ending December 31, 2016 or for any future interim period. The condensed consolidated balance sheet at December 31, 2015 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, 2015, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2016.

Going Concern and Management Pl

Going Concern and Management Plans	3 Months Ended
	Mar. 31, 2016
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 an operating loss of $2,327,283 and a net loss of $5,411,696 during the three months ended March 31, 2016. As of March 31, 2016 the Company had working capital and stockholders’ equity of $349,119 and $677,619, respectively. 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 March 31, 2016 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
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. Significant estimates and assumptions made by management include stock based compensation, derivative instruments, valuation allowances for income taxes and inventories, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ from those estimates. Principles of Consolidation The condensed consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiary, 3D-ID. Intercompany balances and transactions have been eliminated in consolidation. Restricted Cash At March 31, 2016 and December 31, 2015, the Company had restricted cash of $424,904 and 1,534,953, respectively. The restricted cash balance at December 31, 2015 included $1,500,000 received on December 31, 2015 as a result of the transaction with WorldVentures Holdings, LLC (described below). At March 31, 2016, the Company had $387,488 in restricted cash remaining from the transaction with WorldVentures Holdings, LLC. See Note 6 for further information regarding the transaction with WorldVentures Holdings, LLC. Restricted cash also includes amounts held back by the Company’s third party credit card processor for potential customer refunds, claims and disputes. 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® sales comprise multiple element arrangements including both the Wocket® 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®. The Company was unable to reliably estimate returns at the time shipments were made during the year ended December 31, 2015 or the three months ended March 31, 2016 and 2015 due to lack of return history. Accordingly, the Company has recognized revenue only on those shipments whose fourteen day return period had lapsed. The Company accrues for the estimated costs associated with the one year Wocket® warranty at the time revenue associated with the sale is recorded, and periodically updates its estimated warranty cost based on actual experience. Warranty expense during the three months ended March 31, 2016 and 2015 was not material. The Company’s revenues for the three months ended March 31, 2016 included $8,678 in resale sales of the Wocket® to retail customers who resell the Wocket® through their respective distribution channels. 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. There were no such sales during the three months ended March 31, 2015. Inventory Effective October 1, 2015, 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 March 31, 2016 inventory was comprised of $1,820,689 in raw materials and $125,293 in finished goods on hand. Inventory at December 31, 2015 was comprised of $1,587,653 in raw materials and $180,289 in finished goods on hand. 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 March 31, 2016 and December 31, 2015, the Company had prepaid inventory of $116,861 and $49,103, respectively. These prepayments were made primarily for raw materials inventory and prepaid inventory is included in prepaid expenses and other current assets on the condensed 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 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 4. 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 generally amortizes the employee stock-based compensation over the vesting period. 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 conversion of convertible notes of $838,171 and related accrued interest and from the exercise of warrants into 7,565,490 shares of common stock as of March 31, 2016, 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, 2015, potentially dilutive securities realizable from the exercise of warrants into 3,529,776 shares of common stock 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 March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is currently evaluating the effect that ASU 2016-09 will have on the Company’s financial position and results of operations. 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 its financial statements and related disclosures. In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instrument. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2016-01 will have on the Company’s financial position and results of operations. 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 adopted this accounting guidance in the first quarter of 2016. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers 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

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Mar. 31, 2016
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	Note 4 - 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 December 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 December 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 th 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 below, the April Purchasers (defined below) exchanged the April Convertible Notes (defined below) plus accrued but unpaid interest into the convertible notes that were issued on December 8, 2015. 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 per share. 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 December Notes outstanding on December 8, 2015 was $3,644,850. On December 8, 2015 the Company recorded a debt discount of $1,719,700 and a derivative liability of $912,330. During December 2015, the holders of the December 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 December Notes outstanding was $3,294,850. 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 December Notes. The embedded conversion feature derivatives relate to the conversion option, the installment payments and the accelerated installment option of the December Notes. The embedded derivatives were evaluated under FASB ASC Topic 815-15, On February 12, 2016, 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 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. During the three months ended March 31, 2016, the holders of the December Notes accelerated $2,456,679 in installments and $253,028 of interest in exchange for 12,288,279 shares of common stock. At March 31, 2016, the balance on the December Notes outstanding was $838,171. As it relates to the accelerated installments, the Company incurred a loss on extinguishment of debt of $272,749. The loss on extinguishment of debt was equivalent to the excess fair value of the common stock issued to the holders of the December Notes as compared to the net carrying value of the convertible debt. The fair value of the common stock issued in payment of interest exceeded the amount of interest owed by $34,628. This amount is included as part of interest expense on the condensed consolidated statement of operations. 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 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 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.

Derivative Liabilities

Derivative Liabilities	3 Months Ended
	Mar. 31, 2016
Derivative Liabilities [Abstract]
Derivative Liabilities	Note 5 – 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 Offering (as defined in Note 4) 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 During the three months ended March 31, 2016, the Company had five separate valuations performed using the Monte Carlo simulation model. The valuations coincided with the number of accelerated installments occurring during the three months ended March 31, 2016. The table for 2016 reflects the range of weighted average assumptions used for the 2016 valuations. January 12, - March 29, 2016 December 31, 2015 Embedded Conversion Feature Liability: Risk-free interest rate 0.46% - 0.59% 0.62 % Expected volatility 100.0% 100.00 % Expected life (in years) 0.91 - 0.70 0.92 Expected dividend yield – – Face value of convertible notes $ 3,209,850 - $1,208,171 $ 3,294,850 Fair value $ – $ 420,360 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 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. 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, 2016 Beginning liability balance $ 420,360 Loss on Change in fair value of derivative liabilities 2,299,020 Gain on derivative liabilities resulting from accelerated amortizations (1,016,980 ) Adjustment to additional paid-in capital upon modification (1,702,400 ) Ending balance $ –

Strategic Agreements With World

Strategic Agreements With World Ventures Holdings	3 Months Ended
	Mar. 31, 2016
Strategic Agreements With World Ventures Holdings [Abstract]
STRATEGIC AGREEMENTS WITH WORLD VENTURES HOLDINGS	Note 6 – Strategic Agreements with world ventures holdings On December 31, 2015, we entered into a Master Product Development Agreement (the “Development Agreement”) with WorldVentures Holdings, LLC (“WVH”). The Development Agreement commenced on December 31, 2015, and has an initial term of two (2) years (the “Initial Term”). Thereafter, the Development Agreement will automatically renew for additional successive one (1) year terms (each a “Renewal Term”) unless and until WVH provides written notice of non-renewal at least thirty (30) days prior to the end of the Initial Term or then-current Renewal Term. Each Renewal Term will commence immediately on expiration of the Initial Term or preceding Renewal Term. The Development Agreement may also be terminated earlier pursuant to certain conditions. Pursuant to the Development Agreement, WVH retained the Company to design, develop and manufacture a series of Proprietary Products (as defined in the Development Agreement) for distribution through WVH’s network of sales representatives, members, consumers, employees, contractors or affiliates. In conjunction with the Development Agreement, the Company and WVH contractually agreed to dedicate $1,500,000 of the $2,000,000 in total proceeds received by the Company to the development and manufacture of the product for WVH. In addition, any expenditures to be funded by the $1,500,000 in proceeds is restricted in that the Company is required to obtain 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. Accordingly, the $1,500,000 was included in the restricted cash balance on the accompanying condensed consolidated Balance Sheet at December 31, 2015. As of March 31, 2016, the Company’s restricted cash balance included $387,488 remaining from the WVH transaction on December 31, 2015. In connection with the Development Agreement, on December 31, 2015, the Company entered into a securities purchase agreement (the “WVH Purchase Agreement”) with WVH providing for the issuance and sale by us of 10,050,000 shares (the “WVH Shares”) of Common Stock and a common stock purchase warrant (the “WVH Warrant”) to purchase 2,512,500 shares (the “WVH Warrant Shares”) of Common Stock, for an aggregate purchase price of $2,000,000. The WVH Warrant is initially exercisable on the five (5) month anniversary of the issuance date at an exercise price equal to $0.75 per share and has a term of exercise equal to two (2) years and seven (7) months from the date on which first exercisable.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity [Abstract]
Stockholders' Equity	Note 7 - Stockholders’ Equity 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 7 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. On February 23, 2016, the exercise price of the June Warrants was amended to $0.50. 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. 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 year 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 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 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 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). The following table summarizes the Company’s warrants outstanding and exercisable at March 31, 2016: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding and Exercisable at January 1, 2016 7,615,490 $ 2.26 3.83 $ - Issued 50,000 0.50 - - Exercised (100,000 ) 0.50 - - Cancelled - - - - Outstanding and Exercisable at March 31, 2016 7,565,490 $ 2.24 3.59 $ - 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 January 1, 2016. During the three months ended March 31, 2016, the Company issued 77,586 shares of common stock 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 $45,000. On November 18, 2014 the Company granted 150,000 restricted shares of common stock with an aggregate fair value of $315,000 to one non-executive employee. The vesting period for these restricted shares of common stock is thirty-six months. During the three months ended March 31, 2016, the Company expensed $26,250 related to these restricted stock awards. During the three months ended March 31, 2015, the Company issued 15,255 restricted shares of common stock under the plan to three non-executive directors with an aggregate fair value $45,000. At March 31, 2016, a total of 1,399,929 shares of common stock have been issued from the Plan and 3,041,230 are available to be issued. During the three months ended March 31, 2016, the Company accrued $150,000 of discretionary management and employee bonus expense. During the three months ended March 31, 2016, the Company issued 62,242 shares of common stock with a fair value of $24,400 to non-employees for services rendered.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 8 - Commitments and Contingencies Legal Matters On November 12, 2015, we received a complaint that one of our technologies infringed upon one or more claims of a patent(s) issued to the claimant. The claimant has subsequently acknowledged that we are not currently infringing on their patent(s) as the technology in question is not commercially available at the current time. We are in the process of negotiating a future royalty agreement with the claimant should we decide to introduce this technology in the future. From time to time we may be involved in various claims and legal actions arising in the ordinary course of our business. Other than as described above, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, or any of our subsidiaries in which an adverse decision could have a material adverse effect upon our business, operating results, or financial condition. Commitments On September 12, 2014, the Company entered into a lease agreement for office space in Oxford, Connecticut. The term of the lease is for two (2) years with a monthly rent of $2,300 in the first year, increasing to $2,450 per month in the second year. On October 3, 2014, the Company entered into a lease agreement for customer service and warehouse space in Melbourne, Florida. The lease term commenced on January 1, 2015. The term of the lease is for three (3) years with a monthly rent amount of $6,395 which includes the base rent, an escrow for taxes and insurance, common area maintenance charges and applicable sale tax. The Company incurred rent expense of $31,903 and $32,079 for the three months ended March 31, 2016 and 2015, respectively. Minimum lease payments for non-cancelable operating leases are as follows: Future Lease Obligations 2016 (remaining) $ 89,447 2017 87,459 Total future lease obligations $ 176,906

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
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 1, 2016 and April 29, 2016, the Company issued 45,000 shares and 194,446 shares, respectively, of its common stock for the payment of services with an aggregate grant date fair market value of $112,000 for both issuances. On April 11, 2016, the Company closed a registered direct offering (the “April 2016 Offering”) of shares of its Series A Convertible Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”). The Company sold 2,500,000 shares of Series A Pref erred Stock at a price of $1.00 per share On May 17, 2016, the Company entered into an Interest Purchase Agreement (the “Interest Purchase Agreement”) with LogicMark, LLC (“LogicMark”) and the holders of all of the membership interests (the “Interests”) of LogicMark (the “Sellers”), pursuant to which the Company will acquire all of the Interests from the Sellers (the “Transaction”). The purchase price to be paid to the Sellers in the Transaction is (i) $20,000,000 in cash and (ii) $300,000 of shares (787,402 shares) of the Company’s common stock (the “Signing Shares”). In addition, the Company may be required to pay the Sellers earn-out payments of (i) up to $1,500,000 for calendar year 2016 and (ii) up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth in the Interest Purchase Agreement. The Signing Shares were delivered upon signing the Interest Purchase Agreement and will be retained by the Sellers regardless of whether the Transaction closes. The Transaction is expected to be consummated on the earlier of (i) June 30, 2016 or (ii) the date upon which the conditions to closing in the Interest Purchase Agreement have been satisfied. The obligations of the parties to consummate the Transaction are subject to the satisfaction (or waiver by each other party) of standard closing conditions, including a financing condition. On May 18, 2016, a purchaser of the December Notes converted $216,000 of principal and accrued interest into 919,149 shares of common stock.

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
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 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. Significant estimates and assumptions made by management include stock based compensation, derivative instruments, valuation allowances for income taxes and inventories, and other matters that affect the consolidated financial statements and related disclosures. Actual results could differ from those estimates.
PRINCIPLES OF CONSOLIDATION	Principles of Consolidation The condensed consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiary, 3D-ID. Intercompany balances and transactions have been eliminated in consolidation.
RESTRICTED CASH	Restricted Cash At March 31, 2016 and December 31, 2015, the Company had restricted cash of $424,904 and 1,534,953, respectively. The restricted cash balance at December 31, 2015 included $1,500,000 received on December 31, 2015 as a result of the transaction with WorldVentures Holdings, LLC. (described below). At March 31, 2016, the Company had $387,488 in restricted cash remaining from the transaction with WorldVentures Holdings, LLC. See Note 6 for further information regarding the transaction with WorldVentures Holdings, LLC. Restricted cash also includes amounts held back by the Company’s third party credit card processor for potential customer refunds, claims and disputes.
REVENUE RECOGNITION	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® sales comprise multiple element arrangements including both the Wocket® 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®. The Company was unable to reliably estimate returns at the time shipments were made during the year ended December 31, 2015 or the three months ended March 31, 2016 and 2015 due to lack of return history. Accordingly, the Company has recognized revenue only on those shipments whose fourteen day return period had lapsed. The Company accrues for the estimated costs associated with the one year Wocket® warranty at the time revenue associated with the sale is recorded, and periodically updates its estimated warranty cost based on actual experience. Warranty expense during the three months ended March 31, 2016 and 2015 was not material. The Company’s revenues for the three months ended March 31, 2016 included $8,678 in resale sales of the Wocket® to retail customers who resell the Wocket® through their respective distribution channels. 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. There were no such sales during the three months ended March 31, 2015.
INVENTORY	Inventory Effective October 1, 2015, 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 March 31, 2016 inventory was comprised of $1,820,689 in raw materials and $125,293 in finished goods on hand. Inventory at December 31, 2015 was comprised of $1,587,653 in raw materials and $180,289 in finished goods on hand. 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 March 31, 2016 and December 31, 2015, the Company had prepaid inventory of $116,861 and $49,103, respectively. These prepayments were made primarily for raw materials inventory and prepaid inventory is included in prepaid expenses and other current assets on the condensed consolidated balance sheet.
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 4.
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 included in other income and expenses 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. 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	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 generally amortizes the employee stock-based compensation over the vesting period. 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 conversion of convertible notes of $838,171 and related accrued interest and from the exercise of warrants into 7,565,490 shares of common stock as of March 31, 2016, 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, 2015, potentially dilutive securities realizable from the exercise of warrants into 3,529,776 shares of common stock 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 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	RECENT ACCOUNTING PRONOUNCEMENTS In March 2016, the FASB issued ASU No. 2016-09 (“ASU 2016-09”), “Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting.” ASU 2016-09 will affect all entities that issue share-based payment awards to their employees and is effective for annual periods beginning after December 15, 2016 for public entities. The areas for simplification in ASU 2016-09 involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The Company is currently evaluating the effect that ASU 2016-09 will have on the Company’s financial position and results of operations. 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 its financial statements and related disclosures. In January 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10) (“ASU 2016-01”), which updates certain aspects of recognition, measurement, presentation and disclosure of financial instrument. The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company is currently evaluating the effect that ASU 2016-01 will have on the Company’s financial position and results of operations. 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 adopted this accounting guidance in the first quarter of 2016. In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers 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

Derivative Liabilities (Tables)

Derivative Liabilities (Tables)	3 Months Ended
	Mar. 31, 2016
Derivative Liabilities [Abstract]
Schedule of derivative liabilities	January 12, - March 29, 2016 December 31, 2015 Embedded Conversion Feature Liability: Risk-free interest rate 0.46% - 0.59% 0.62 % Expected volatility 100.0% 100.00 % Expected life (in years) 0.91 - 0.70 0.92 Expected dividend yield – – Face value of convertible notes $ 3,209,850 - $1,208,171 $ 3,294,850 Fair value $ – $ 420,360
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, 2016 Beginning liability balance $ 420,360 Loss on Change in fair value of derivative liabilities 2,299,020 Gain on derivative liabilities resulting from accelerated amortizations (1,016,980 ) Adjustment to additional paid-in capital upon modification (1,702,400 ) Ending balance $ –

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2016
Stockholders' Equity [Abstract]
Summary of warrants outstanding and exercisable	Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding and Exercisable at January 1, 2016 7,615,490 $ 2.26 3.83 $ - Issued 50,000 0.50 - - Exercised (100,000 ) 0.50 - - Cancelled - - - - Outstanding and Exercisable at March 31, 2016 7,565,490 $ 2.24 3.59 $ -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	3 Months Ended
	Mar. 31, 2016
Commitments and Contingencies [Abstract]
Schedule of future lease obligation	2016 (remaining) $ 89,447 2017 87,459 Total future lease obligations $ 176,906

Organization and Basis of Pre19

Organization and Basis of Presentation (Details)	1 Months Ended
	Jun. 25, 2012shares
Organization and Basis of Presentation (Textual)
Business acquisition, membership interests percentage	100.00%
Common stock acquired in exchange	20,000,000

Going Concern and Management 20

Going Concern and Management Plans (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Going Concern and Management Plans (Textual)
Operating loss	$ (2,327,283)	$ (2,047,452)
Net loss	(5,411,696)	$ (2,047,053)
Working capital	349,119
Total Stockholders' Equity	$ 677,619		$ 881,333

Summary of Significant Accoun21

Summary of Significant Accounting Policies (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Summary Of Significant Accounting Policies (Textual)
Restricted cash	$ 424,904		$ 1,534,953
Restricted cash balance	387,488		1,500,000
Aggregate amount of sales	8,678
Inventory raw materials	1,820,689		1,587,653
Inventory finished goods	125,293		180,289
Prepaid inventory	116,861		$ 49,103
Conversion of convertible notes	$ 838,171
Warrants [Member]
Summary Of Significant Accounting Policies (Textual)
Antidilutive earnings per share, amount	7,565,490	3,529,776

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	Mar. 29, 2016	Feb. 12, 2016	Dec. 28, 2015	Dec. 08, 2015	Apr. 24, 2015	Mar. 31, 2016	Mar. 31, 2015	Dec. 08, 2015	Dec. 31, 2015
Short-term Debt [Line Items]
Conversion of debt						$ 2,456,679			$ 350,000
Convertible notes payable						838,171
Convertible notes payable - accrued interest						253,028
Amortization of debt discount						$ 250,271			$ 1,093,371
Common stock conversion price						$ 0.235			$ 0.25
Adjustment to additional paid-in capital upon modification						$ 1,702,400
Notes outstanding									$ 3,294,850
Loss on extinguishment of debt						(272,749)
Loss on conversion of convertible note interest						$ 34,628
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.				As described above, the conversion price of the December Notes was further modified from $0.55 to $0.235 per share.
Amortization of debt discount					1,575,000			$ 983,836
Aggregate principal amount of secured convertible notes			$ 350,000	$ 500,000	$ 1,575,000			500,000
Convertible notes bear interest per annum					6.00%
Common stock conversion price			$ 0.25		$ 2.52
Convertible debt principal amount				2,134,850				$ 2,134,850
Loss on extinguishment of debt				$ 635,986
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
December Purchase Agreement [Member]
Short-term Debt [Line Items]
Convertible notes payable, Maturity date				Dec. 8, 2016
Proceeds from convertible notes payable				$ 1,480,000
Debt conversion, description	On March 29, 2016, among other modifications the December Notes, the conversion price was modified from $0.55 to $0.235 per share.			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 conversion price				$ 0.55				$ 0.55
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.
Debt discount				$ 1,719,700
Notes outstanding				3,644,850				3,644,850
Derivative liability				$ 912,330				$ 912,330

Derivative Liabilities (Details

Derivative Liabilities (Details) - USD ($)	3 Months Ended	12 Months Ended
	Mar. 29, 2016	Dec. 31, 2015
Embedded Conversion Feature Liability:
Risk-free interest rate		0.62%
Expected volatility	100.00%	100.00%
Expected life (in years)		11 months 1 day
Expected dividend yield
Face value of convertible notes		$ 3,294,850
Fair value		$ 420,360
Minimum [Member]
Embedded Conversion Feature Liability:
Risk-free interest rate	0.46%
Expected life (in years)	8 months 12 days
Face value of convertible notes	$ 1,208,171
Maximum [Member]
Embedded Conversion Feature Liability:
Risk-free interest rate	0.59%
Expected life (in years)	10 months 28 days
Face value of convertible notes	$ 3,209,850

Derivative Liabilities (Detai24

Derivative Liabilities (Details 1)	3 Months Ended
	Mar. 31, 2016USD ($)
Derivative Instruments, Gain (Loss) [Line Items]
Loss on Change in fair value of derivative liabilities	$ 2,299,020
Adjustment to additional paid-in capital upon modification	(1,702,400)
Fair Value, Inputs, Level 3 [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Beginning liability balance	420,360
Loss on Change in fair value of derivative liabilities	2,299,020
Gain on derivative liabilities resulting from accelerated amortizations	(1,016,980)
Adjustment to additional paid-in capital upon modification	$ (1,702,400)
Ending balance

Strategic Agreements With Wor25

Strategic Agreements With World Ventures Holdings (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 31, 2016	Feb. 23, 2016
Strategic Agreements With World Ventures Holdings (Textual)
Warrant exercise price			$ 0.50
Restricted cash	$ 1,534,953	$ 424,904
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 expenditures to be funded by the $1,500,000 in proceeds is restricted in that the Company is required to obtain 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	$ 387,488
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 (Details)

Stockholders' Equity (Details) - Warrants [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2016	Dec. 31, 2014
Number of Warrants
Number of Warrants Outstanding and Exercisable beginning	7,615,490
Number of Warrants Issued	50,000
Number of Warrants Exercised	(100,000)
Number of Warrants Cancelled
Number of Warrants Outstanding and Exercisable ending	7,565,490
Weighted Average Exercise Price
Weighted Average Exercise Price Outstanding and Exercisable, beginning	$ 2.26	$ 3.23
Weighted Average Exercise Price Issued	0.50
Weighted Average Exercise Price Exercised	$ 0.50
Weighted Average Exercise Price Cancelled
Weighted Average Exercise Price Outstanding and Exercisable ending	$ 2.24	$ 2.80
Weighted Average Remaining Life In Years
Weighted Average Remaining Life In Years Outstanding, beginning	3 years 9 months 29 days
Weighted Average Remaining Life In Years Exercisable	3 years 7 months 2 days
Intrinsic Value Outstanding and Exercisable, beginning
Intrinsic Value Outstanding and Exercisable, ending

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual)	Dec. 08, 2015USD ($)$ / sharesshares	Aug. 04, 2015USD ($)$ / sharesshares	Apr. 24, 2015USD ($)$ / sharesshares	Aug. 21, 2014Purchaser$ / sharesshares	Jun. 17, 2014$ / sharesshares	Jan. 13, 2014USD ($)$ / sharesshares	Oct. 21, 2015USD ($)$ / sharesshares	Nov. 18, 2014USD ($)NonExecutiveEmployeesshares	Sep. 15, 2014USD ($)$ / sharesshares	Feb. 21, 2014USD ($)$ / sharesshares	Jan. 31, 2014shares	Mar. 31, 2016USD ($)NonExecutiveDirectors$ / sharesshares	Mar. 31, 2015USD ($)shares	Dec. 08, 2015USD ($)$ / shares	Dec. 31, 2015USD ($)$ / sharesshares	Dec. 31, 2014USD ($)ExecutiveOfficer$ / sharesshares	Feb. 23, 2016$ / shares	Dec. 28, 2015USD ($)$ / shares	Sep. 10, 2014$ / shares
Common stock issued | shares												57,539,698			44,411,591
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												$ 50,000	$ 200,000
Additional paid-in capital												27,990,434			$ 22,783,765
Discretionary management and employee bonus expense												150,000
Convertible notes payable - accrued interest rate												253,028
Expenses related to restricted stock awards												26,250
Aggregate purchase price of common stock												$ 24,400
Issuance of common stock, shares | shares												62,242
Amortization of debt discount												$ 250,271			$ 1,093,371
Common stock conversion price | $ / shares												$ 0.235			$ 0.25
Warrant exercise price | $ / shares																	$ 0.50
8% Convertible Notes [Member]
Equity offering price | $ / shares		$ 1.75
April Purchase Agreement [Member]
Debt instrument principal amount	$ 500,000		$ 1,575,000											$ 500,000				$ 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	2,134,850													2,134,850
Common stock conversion price | $ / shares			$ 2.52															$ 0.25
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
December Purchase Agreement [Member]
Derivative liability	$ 912,330													912,330
Convertible notes payable, Maturity date	Dec. 8, 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
Common stock conversion price | $ / shares	$ 0.55													$ 0.55
Common Stock [Member]
Common stock issued | shares																500,000
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
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
June Purchasers [Member] | Common Stock [Member]
Common stock exercise price | $ / shares					$ 3
Number of warrants exercised | shares					400,000
Warrant exercise price | $ / shares																			$ 2
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
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
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
Public Offering [Member] | Minimum [Member]
Common stock exercise price | $ / shares						2
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		$ 0.00
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
Interest rate	8.00%													8.00%
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
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
Waiver and termination of certain rights agreement [Member]
Common stock issued | shares			250,000
Number of common stock called by warrants | shares			250,000
Inducement expense			$ 655,000
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 January 1, 2016.
Shares issued under stock incentive plan, Shares | shares												1,399,929
Number of shares available to be issued | shares												3,041,230
2013 Long-Term Stock Incentive Plan [Member] | Director [Member]
Shares issued under stock incentive plan												$ 45,000
2013 Long-Term Stock Incentive Plan [Member] | Non Executive Director [Member]
Restricted shares issued | shares													15,255
Restricted shares issued, fair value												$ 45,000
Number of employees under stock incentive plan | NonExecutiveDirectors												3
Shares issued under stock incentive plan, Shares | shares												77,586
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								150,000
Restricted shares issued, fair value								$ 315,000
Number of Non-executive employees | NonExecutiveEmployees								1
Restricted shares vesting period description								The vesting period for these restricted shares of common stock is thirty-six months.

Commitments and Contingencies28

Commitments and Contingencies (Details)	Dec. 31, 2015USD ($)
Commitments and Contingencies [Abstract]
2016 (remaining)	$ 89,447
2,017	87,459
Total future lease obligation	$ 176,906

Commitments and Contingencies29

Commitments and Contingencies (Details Textual) - USD ($)	Sep. 12, 2014	Mar. 31, 2016	Mar. 31, 2015
Commitments and Contingencies [Abstract]
Monthly rent for first year	$ 2,300
Monthly rent for second year	$ 2,450
Term of the lease	2 years	3 years
Monthly rent amount		$ 6,395
Rent expenses		$ 31,903	$ 32,079

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	May. 18, 2016	Apr. 29, 2016	Apr. 11, 2016	Apr. 01, 2016	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2017	Dec. 31, 2016	Dec. 31, 2015	May. 17, 2016
Subsequent Events (Textual)
Preferred stock, par value					$ 0.0001				$ 0.0001
Series A Preferred Stock sold					62,242
Convertible notes, conversion amount					$ 2,456,679				$ 350,000
Gross profit					$ (32,853)	$ 280
Subsequent Event [Member]
Subsequent Events (Textual)
Issuance of common stock for services, shares		194,446		45,000
Aggregate grant date fair market value of share issued for services		$ 112,000
Preferred stock, par value			$ 0.0001
Series A Preferred Stock sold			2,500,000
Share price per share			$ 1
Proceeds from issuance of Series A Convertible Preferred Stock			$ 2,500,000
Convertible notes, conversion amount	$ 216,000
Shares issued upon conversion	919,149
Acquisition cost of LogicMark, LLC										$ 20,000,000
Sellers earn-out payments								$ 1,500,000
Gross profit							$ 5,000,000
Subsequent Event [Member] | Common Stock [Member]
Subsequent Events (Textual)
Acquisition cost of LogicMark, LLC										$ 300,000
Acquisition shares of LogicMark, LLC										787,402