LogicMark (LGMK) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document and Entity Information [Abstract]
Entity Registrant Name	Nxt-ID, Inc.
Entity Central Index Key	1,566,826
Amendment Flag	false
Trading Symbol	NXTD
Current Fiscal Year End Date	--12-31
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q3
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		19,016,654

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Current Assets
Cash	$ 514,602	$ 3,299,679
Restricted cash	40,371	40,371
Accounts receivable	2,513,883	1,218,705
Inventory, net	4,878,195	5,341,500
Prepaid expenses and other current assets	2,144,224	1,347,627
Total Current Assets	10,091,275	11,247,882
Property and equipment:
Equipment	204,300	175,537
Furniture and fixtures	98,828	79,062
Tooling and molds	581,881	581,881
Depreciable assets, Total	885,009	836,480
Accumulated depreciation	(574,485)	(456,752)
Property and equipment, net	310,524	379,728
Goodwill	23,433,922	15,479,662
Other intangible assets, net of amortization of $1,155,257 and $318,842, respectively	12,694,710	8,285,725
Total Assets	46,530,431	35,392,997
Current Liabilities
Accounts payable	2,301,268	2,070,658
Accrued expenses	3,139,072	2,901,672
Customer deposits	3,676,395	6,068,894
Short-term debt	212,960	773,969
Convertible notes payable, net of discount of $351,078 and $1,366,667, respectively, and net of deferred debt issuance costs of $0 and $123,563, respectively	1,743,330	9,770
Other current liabilities - contingent consideration	5,340,432	1,496,442
Total Current Liabilities	16,413,457	13,321,405
Other long-term liabilities - contingent consideration	3,839,875	4,832,028
Long-term debt	638,881
Revolving loan facility, net of deferred debt issuance costs of $365,000 and $769,453, respectively	14,635,000	14,230,547
Deferred tax liability	2,267,325	190,286
Total Liabilities	37,794,538	32,574,266
Commitments and Contingencies
Series C Preferred Stock, $0.0001 par value: 2,000 shares designated, 2,000 and 0 shares issued and outstanding as of September 30, 2017 and December 31, 2016, respectively	1,900,000
Stockholders' Equity
Common Stock, $0.0001 par value: 100,000,000 shares authorized; 16,069,477 and 7,379,924 shares issued and outstanding, respectively	1,607	738
Additional paid-in capital	47,454,771	33,204,943
Accumulated deficit	(40,620,485)	(34,659,801)
Total Stockholders' Equity	6,835,893	2,818,731
Total Liabilities, Series C Preferred Stock and Stockholders' Equity	46,530,431	35,392,997
Series A Preferred Stock
Stockholders' Equity
Preferred Stock, value		182,851
Series B Preferred Stock
Stockholders' Equity
Preferred Stock, value		$ 4,090,000

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Other intangible assets, net of amortization	$ 1,155,257	$ 318,842
Convertible notes payable, net of discount	351,078	1,366,667
Net of deferred debt issuance costs	0	123,563
Revolving loan facility, net of deferred debt issuance cost	$ 365,000	$ 769,453
Series C Preferred Stock, par value	$ 0.0001	$ 0.0001
Series C Preferred Stock, shares authorized	2,000	2,000
Series C Preferred Stock, shares issued	2,000	0
Series C Preferred Stock, shares outstanding	2,000	0
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	16,069,477	7,379,924
Common stock, shares outstanding	16,069,477	7,379,924
Series A Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	3,125,000	3,125,000
Preferred stock, shares issued	0	211,424
Preferred stock, shares outstanding	0	211,424
Preferred stock, liquidation preferences	$ 0	$ 440,594
Series B Preferred Stock
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	4,500,000	4,500,000
Preferred stock, shares issued	0	4,500,000
Preferred stock, shares outstanding	0	4,500,000
Preferred stock, liquidation preferences	$ 0	$ 5,625,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Statements of Operations [Abstract]
Revenues	$ 4,530,088	$ 3,093,356	$ 18,867,564	$ 3,174,151
Cost of goods sold	1,706,020	1,747,633	8,740,792	1,886,802
Gross Profit	2,824,068	1,345,723	10,126,772	1,287,349
Operating Expenses
General and administrative	2,541,753	1,946,233	5,764,111	4,659,647
Selling and marketing	1,288,949	792,481	3,373,370	1,910,030
Research and development	677,104	80,208	939,726	824,888
Total Operating Expenses	4,507,806	2,818,922	10,077,207	7,394,565
Operating Income (Loss)	(1,683,738)	(1,473,199)	49,565	(6,107,216)
Other Income and (Expense)
Interest income				23
Interest expense	(2,173,919)	(969,450)	(5,596,931)	(1,684,959)
Change in fair value of derivative liabilities	(80,307)			(2,299,020)
Change in fair value of contingent consideration			(133,755)
Loss on extinguishment of debt				(272,749)
Total Other Expense, Net	(2,254,226)	(969,450)	(5,730,686)	(4,256,705)
Loss before Income Taxes	(3,937,964)	(2,442,649)	(5,681,121)	(10,363,921)
Provision for Income Taxes	(93,188)	(5,000)	(279,563)	(5,000)
Net Loss	(4,031,152)	(2,447,649)	(5,960,684)	(10,368,921)
Preferred stock dividends	(97,080)	(438,717)	(705,149)	(581,303)
Net Loss applicable to Common Stockholders	$ (4,128,232)	$ (2,886,366)	$ (6,665,833)	$ (10,950,224)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders	$ (0.28)	$ (0.44)	$ (0.60)	$ (1.87)
Weighted Average Number of Shares of Common Stock Outstanding - Basic and Diluted	14,849,099	6,576,004	11,023,375	5,841,933

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Cash Flows from Operating Activities
Net Loss	$ (5,960,684)	$ (10,368,921)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	117,733	191,545
Stock based compensation	1,381,974	926,676
Amortization of debt discount	1,448,506	515,032
Amortization of intangible assets	836,415	136,232
Amortization of discount on contingent consideration	124,701
Change in fair value of contingent consideration	133,755
Non-cash charge for modification of convertible exchange note terms	191,630
Non-cash charge for modification of warrant terms	37,000
Loss on extinguishment of debt		272,749
Amortization of deferred debt issuance costs	985,516	282,822
Non-cash inventory charge		48,405
Deferred taxes	279,563
Change in fair value of derivative liabilities		2,299,020
Loss on conversion of convertible note interest		44,628
Changes in operating assets and liabilities:
Accounts receivable	(1,203,368)	(372,375)
Inventory	463,305	(461,445)
Prepaid expenses and other current assets	(437,112)	(325,338)
Accounts payable	(45,509)	236,956
Accrued expenses	218,383	887,344
Customer deposits	(2,641,948)	2,670,581
Total Adjustments	1,890,544	7,352,832
Net Cash Used in Operating Activities	(4,070,140)	(3,016,089)
Cash Flows from Investing Activities
Restricted cash		1,495,449
Pay down of contingent consideration	(1,500,000)
Acquisition, net of cash acquired	(89,111)	(17,390,290)
Purchase of equipment	(6,486)	(39,073)
Net Cash Used in Investing Activities	(1,595,597)	(15,934,698)
Cash Flows from Financing Activities
Proceeds received from issuance of Series A preferred stock, net		1,869,775
Proceeds received from issuance of Series B preferred stock, net		4,090,000
Proceeds received from short-term promissory note		400,000
Revolver borrowings, net		14,000,000
Pay down of short-term debt	(773,969)	(250,000)
Proceeds received in connection with issuance of common stock and warrants, net	3,069,940
Proceeds received from issuance of convertible exchange notes, net	594,408
Fees paid in connection with equity offerings	(9,719)	(44,521)
Proceeds from exercise of common stock warrants		50,000
Net Cash Provided by Financing Activities	2,880,660	20,115,254
Net (Decrease) Increase in Cash	(2,785,077)	1,164,467
Cash - Beginning of Period	3,299,679	418,991
Cash - End of Period	514,602	1,583,458
Cash paid during the periods for:
Interest	2,832,934	237,500
Taxes	4,500	8,764
Non-cash financing activities:
Equipment purchases on payment terms	10,075
Fees incurred in connection with revolving credit facility	450,000	350,000
Accrued fees incurred in connection with equity offerings	102,123	160,467
Issuance of common stock in connection with accelerated installments of notes payable		3,294,850
Issuance of common stock in connection with conversion of interest on convertible notes		291,588
Reclassification of conversion feature liability in connection with note modification		1,702,400
Issuance of common stock in connection with conversion of Series A preferred stock		1,556,706
Exchange of short-term promissory note for Series A preferred stock		400,000
Issuance of common stock in connection with conversion of Series A preferred stock and related dividends	338,749
Issuance of common stock in connection with conversion of Series B preferred stock and related dividends and liquidated damages	6,075,000
Accrued Series A preferred dividends		143,471
Accrued Series B preferred dividends		209,375
Accrued Series C preferred dividends	35,890
Non cash consideration paid for LogicMark acquisition		9,900,000
Assets acquired and liabilities assumed:
Current assets, including cash acquired	179,794
Property and equipment	31,967
Other intangible assets	5,245,400
Goodwill	7,954,260
Accounts payable and accrued liabilities	(1,130,113)
Customer deposits	(286,948)
Deferred taxes	(1,797,476)
Net Assets Acquired	10,196,884
Less: cash paid to acquire Fit Pay	(100,000)
Non cash consideration	10,096,884
Non-cash consideration consisted of:
Note payable issued to seller	851,842
Common stock issued to sellers	3,289,161
Series C preferred stock issued to sellers	1,900,000
Earn-out provision	4,055,881
Non-cash consideration	$ 10,096,884

Organization and Basis of Prese

Organization and Basis of Presentation	9 Months Ended
	Sep. 30, 2017
Organization and Basis of Presentation [Abstract]
ORGANIZATION AND BASIS OF PRESENTATION	Note 1 – Organization and Basis of Presentation Organization and Principal Business Activities Nxt-ID, Inc. (“Nxt-ID” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. Nxt-ID is a security technology company and operates its business in one segment — hardware and software security systems and applications. The Company’s innovative MobileBio® solution mitigates risks associated with mobile computing, m-commerce and smart OS-enabled devices. With extensive experience in biometric identity verification, security, privacy, encryption and data protection, payments, miniaturization and sensor technologies, the Company partners with companies to provide solutions for modern payment and the “Internet of Things” (“IoT”) applications. On July 25, 2016, the Company completed the acquisition of LogicMark, LLC (“LogicMark”) pursuant to an Interest Purchase Agreement by and among the Company, LogicMark and the holders of all of the membership interests of LogicMark (the “LogicMark Sellers”), dated May 17, 2016. The Company was required to pay the LogicMark Sellers an earn-out payment of (i) $1,500,000 for calendar year 2016 and (ii) and may be required to pay the LogicMark Sellers an earn-out payment of up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth in the Interest Purchase Agreement. The secured subordinated promissory note originally issued to LogicMark Investment Partners on July 25, 2016 and amended on November 29, 2016 (the “LogicMark Note”) was to mature on September 23, 2016 but was extended to April 15, 2017 and then extended to July 15, 2017. The Company and the LogicMark Sellers also agreed to extend the due date on the 2016 earn-out payment to July 15, 2017. On July 19, 2017, the Company paid the 2016 earn-out payment in the amount of $1,500,000 to the LogicMark Sellers. In addition, in July 2017, the remaining balance of $594,403 owed on the LogicMark Note, including accrued and unpaid interest, was purchased by certain investors in exchange for $594,408 in principal amount of convertible notes of the Company and warrants exercisable for 297,202 shares of Common Stock. See Note 7 On May 23, 2017, the Company completed a merger (the “Merger”) pursuant to an executed Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Fit Merger Sub, Inc., a wholly-owned subsidiary of the Company (the “Merger Sub”), Fit Pay, Inc. (“Fit Pay”), Michael Orlando (“Orlando”), Giesecke & Devrient Mobile Security America, Inc. (“G&D”), the other stockholders of Fit Pay (the “Other Holders”) and Michael Orlando in his capacity as stockholder representative representing the Other Holders (the “Stockholder Representative”, and together with Orlando and G&D, the “Sellers”). Pursuant to the Merger, Fit Pay merged with and into the Merger Sub, with the Merger Sub continuing as the surviving entity and a wholly-owned subsidiary of the Company. See Note 5. The Company’s wholly-owned subsidiary, LogicMark, manufactures and distributes non-monitored and monitored personal emergency response systems sold through the United States Department of Veterans Affairs, healthcare durable medical equipment dealers and distributors and monitored security dealers and distributors. The Company’s wholly-owned subsidiary, Fit Pay, has a proprietary technology platform that delivers payment, credential management, authentication and other secure services to the IoT ecosystem. The platform uses tokenization, a payment security technology that replaces cardholders’ account information with a unique digital identifier, to transact highly secure contactless payment and authentication services. Basis of Presentation The accompanying unaudited condensed consolidated financial statements as of September 30, 2017 and for the nine and 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 September 30, 2017 and the condensed consolidated statements of operations for the nine and three months ended September 30, 2017 and September 30, 2016 and the condensed consolidated statements of cash flows for the nine months ended September 30, 2017 and September 30, 2016 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 nine and three months ended September 30, 2017 are not necessarily indicative of results to be expected for the year ending December 31, 2017 or for any future interim period. The condensed consolidated balance sheet at December 31, 2016 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, 2016, and notes thereto included in the Company’s annual report on Form 10-K, which was filed with the SEC on April 14, 2017 (the “2016 10-K”), and Amendment No. 1 to the 2016 10-K filed with the SEC on July 7, 2017.

Reverse Stock Split

Reverse Stock Split	9 Months Ended
	Sep. 30, 2017
Reverse Stock Split [Abstract]
REVERSE STOCK SPLIT	Note 2 – Reverse Stock Split On September 1, 2016, the Company’s board of directors and stockholders approved a resolution to amend the Company’s Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company’s outstanding common stock at a ratio of 1-for-10 (the “Reverse Split”). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every ten (10) shares of outstanding common stock decreased to one (1) share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans

Liquidity and Management Plans	9 Months Ended
	Sep. 30, 2017
Liquidity and Management Plans [Abstract]
LIQUIDITY AND MANAGEMENT PLANS	Note 3 - Liquidity and Management Plans The Company is an emerging growth company and recorded operating income of $49,565 and a net loss of $5,960,684 during the nine months ended September 30, 2017. As of September 30, 2017, the Company had a working capital deficiency of $6,322,182 (including contingent consideration of $5,340,432) and stockholders’ equity of $6,835,893. Given the Company’s cash position at September 30, 2017, proceeds from equity and note offerings subsequent to September 30, 2017 (See Notes 10) and its projected cash flow from operations over the next twelve months, the Company believes that it will have sufficient capital to sustain operations over the next twelve months following the date of this filing. In order to execute the Company’s long-term strategic plan to develop and commercialize its core products, fulfill its product development commitments and fund its obligations as they come due, the Company may need to raise additional funds, through public or private equity offerings, debt financings, or other means. Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would need to engage in certain cost containment efforts, and/or curtail certain of its operational activities.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 4 - Summary Of Significant Accounting Policies Use of Estimates in the Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions including those related to the fair values of acquired assets and liabilities assumed in business combinations, stock based compensation, derivative financial instruments, income taxes and related valuation allowances, accounts receivable and inventory, and other matters that affect the condensed consolidated financial statements and 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 subsidiaries, 3D-ID, LogicMark and Fit Pay. Intercompany balances and transactions have been eliminated in consolidation. Concentrations of Credit Risk During the nine and three months ended September 30, 2017, the Company recognized revenue of $7,057,032 and $767,751, respectively, from World-Ventures Holdings, LLC (“WVH”), a related party based on its position as the Company’s largest stockholder. At September 30, 2017, the Company’s accounts receivable balance included $1,893,662 due from WVH. Revenue Recognition The Company recognizes revenue from product sales 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. Accounts Receivable Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company had no allowance for doubtful accounts at September 30, 2017 and December 31, 2016. Inventory 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 September 30, 2017, inventory was comprised of $3,756,866 in raw materials and $1,121,329 in finished goods on hand. Inventory at December 31, 2016 was comprised of $3,797,499 in raw materials and $1,544,001 in finished goods on hand. The Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of September 30, 2017, and December 31, 2016, the Company had prepaid inventory of $1,321,230 and $1,089,770, 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. Goodwill The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark which occurred on July 25, 2016. As part of the annual evaluation, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of LogicMark. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. During the three and nine months ended September 30, 2017, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required. The Company has not recognized any goodwill impairment in 2017 in connection with its annual impairment test. The Company will begin testing the Fit Pay related goodwill for impairment annually in the second quarter of each year. 6 Other Intangible Assets The Company’s intangible assets are all related to the acquisitions of LogicMark and Fit Pay and are included in other intangible assets in the Company’s condensed consolidated balance sheets at September 30, 2017 and December 31, 2016. At September 30, 2017, the other intangible assets related to the acquisition of LogicMark are comprised of patents of $3,657,833; trademarks of $1,182,973; and customer relationships of $2,875,123. At December 31, 2016, the other intangible assets are comprised of patents of $3,936,612; trademarks of $1,230,002; and customer relationships of $3,119,111. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years; 20 years; and 10 years, respectively. During the nine and three months ended September 30, 2017, the Company had amortization expense of $569,796 and $192,019, respectively related to the LogicMark intangible assets. At September 30, 2017, the other intangible assets related to the acquisition of Fit Pay, which was completed on May 23, 2017, are comprised of trademarks of $392,286; technology of $3,225,675; and customer relationships of $1,360,820. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for trademarks, technology and customer relationships are 25 years; 7 years; and 6 years, respectively. During the nine and three months ended September 30, 2017, the Company had amortization expense of $266,619 and $187,244, respectively, related to the Fit Pay intangible assets. As of September 30, 2017, amortization expense estimated for the remainder of fiscal year 2017 related to both the LogicMark and Fit Pay intangibles is approximately $380,000 and for each of the next five(5) fiscal years, 2018 through 2022, the amortization expense is estimated to be approximately $1,505,000 per year. Stock-Based Compensation The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accounts for equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject to periodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortized over the vesting period or as earned. The Company generally issues new shares of common stock to satisfy conversion and warrant exercises. 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 of 1,151,374 realizable from the convertible exchange notes and related accrued interest and from the exercise of 3,926,251 warrants as of September 30, 2017 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive for the nine and three months ended September 30, 2017. As of September 30, 2016, potentially dilutive securities realizable from the convertible Series A and Series B Preferred Stock, and from the exercise of 1,319,049 warrants were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of FASB’s revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. As permitted under the standard, the Company plans to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach and recognize the cumulative effect to existing contracts in opening retained earnings on the effective date. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements. 7 In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this standard in the first quarter of 2017 and it did not have a material impact on its condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12 (“ASU 2016-12”), “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients.” ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-12 will have on the Company’s condensed consolidated financial position and results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (“ASU No. 2016-18”). The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s condensed consolidated financial statements.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2017
Acquisitions [Abstract]
ACQUISITIONS	Note 5 – Acquisitions Acquisition of Logicmark LLC On July 25, 2016, the Company completed the acquisition of LogicMark. The Company determined that as of July 25, 2016, it was more likely than not that the gross profit targets as they relate to the contingent considerations would be achieved and any fair value adjustment of the earn-out was due to time value of the payout. On July 25, 2016, in order to fund part of the acquisition purchase price of LogicMark, the Company and a group of lenders, including ExWorks Capital Fund I, L.P. as agent for the lenders (collectively, the “Lenders”), entered into a Loan and Security Agreement (the “Loan Agreement”), whereby the Lenders extended a revolving loan (the “Revolving Loan”) to the Company in the principal amount of $15,000,000 (the “Debt Financing”). The Company originally incurred $1,357,356 in deferred debt issue costs related to the revolving loan. In addition, the Company incurred an additional $450,000 in deferred debt issue costs as a result of extending the revolving loan. At September 30, 2017 the unamortized balance of those deferred debt issue costs was $365,000. The initial maturity date of the Revolving Loan was July 25, 2017, and the Revolving Loan bears interest at a rate of 15% per annum. The Company has the ability to extend the Revolving Loan for one (1) additional year at its sole discretion with no subjective acceleration by the Lender, provided the Company is not in default on the loan. The Company exercised the option to extend the maturity date to July 25, 2018 and accordingly, the Company has classified the Revolving Loan as a non-current liability as of September 30, 2017 and December 31, 2016. The Loan Agreement contains customary covenants, including an EBITDA requirement and a fixed charges ratio, as defined in the loan agreement. As of September 30, 2017, the Company was in compliance with such covenants. On September 23, 2016, the Company entered into a forbearance agreement with LogicMark Investment Partners, LLC in connection with the LogicMark Note originally issued on July 22, 2016 in the amount of $2,500,000 which expired on September 22, 2016. The Company formally requested that the lender extend the LogicMark Note on September 20, 2016. As discussed below, the LogicMark Note was extended to July 15, 2017 pursuant to an amendment. Under the terms of the forbearance agreement, the LogicMark Sellers agreed to extend the maturity date of the LogicMark Note and the Company agreed to pay to the LogicMark Sellers in immediately available funds: (i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the LogicMark Note on October 31, 2016. The Company also agreed to reduce the Escrow Amount (as defined in the Interest Purchase Agreement) by a total of $500,000, and to make certain other changes to the definition of “Escrow Amount” in the Purchase Agreement. The Company also agreed to make certain representations and warranties in respect of the LogicMark Seller’s forbearance. During June 2017, the Company paid down $250,000 of the LogicMark Note with cash generated from operations. The LogicMark Note originally was to mature on September 23, 2016 but was extended to July 15, 2017. In July 2017, the remaining balance of the LogicMark Note including the accrued interest owed was settled. Acquisition of Fit Pay As discussed in Note 1, the Company completed the “Merger” on May 23, 2017. Pursuant to the terms of the Merger Agreement, the aggregate purchase price paid for Fit Pay stock was: (i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company (the “Common Stock”); (ii) 2,000 shares of the Series C Non-Convertible Preferred Stock of the Company (the “Series C Preferred Stock”); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay’s technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the condensed consolidated financial statements from the effective date of the acquisition, May 23, 2017. In connection with the merger on May 23, 2017, the Company recorded deferred tax liabilities of $1,797,476 as part of its preliminary purchase price allocation. As indicated below, the Company is in the process of completing its analysis of the fair value of the net assets acquired and the consideration granted and therefore the deferred tax liabilities recorded are considered preliminary and subject to change. Preliminary Allocation of Purchase Price of Fit Pay The Merger Agreement was accounted for under the acquisition method of accounting. The purchase price was preliminarily allocated to the tangible and identifiable assets acquired and liabilities assumed of Fit Pay based upon their estimated fair values. The excess purchase price over the fair value of the underlying net assets acquired was allocated to goodwill. The Company is in the process of completing its analysis of the fair value of the net assets acquired and the consideration granted through the use of an independent valuation firm and management’s preparation of estimates. Since the following information is based on preliminary assessments made by management, the acquisition accounting for Fit Pay is subject to final adjustment and it is possible that the final assessment of values may differ from the preliminary assessment. The following table summarizes the preliminary assessment of the estimated fair values of the identifiable assets acquired and liabilities assumed net of cash acquired, as of the date of acquisition of May 23, 2017. Cash $ 10,889 Accounts receivable 91,810 Other current assets 77,095 Property and equipment 31,967 Goodwill 7,954,260 Intangible assets (See Note 4) 5,245,400 Assets acquired 13,411,421 Accounts payable 165,650 Accrued liabilities 964,463 Customer deposits 286,948 Deferred taxes 1,797,476 Liabilities assumed 3,214,537 Net assets acquired $ 10,196,884 Goodwill arising from the transaction consists of the expected operational synergies upon combining the entity and intangibles not qualifying for separate recognition. In connection with the Fit Pay transaction, the Company entered into an employment agreement with Michael Orlando, the former Chief Executive Officer of Fit Pay. Mr. Orlando is now the Chief Operating Officer of the Company and President of the wholly-owned subsidiary, Fit Pay. The term of the employment agreement is for one (1) year and the employment agreement includes provisions for term extensions. In addition to Mr. Orlando’s salary, the employment agreement also provides for all necessary and reasonable out-of-pocket expenses incurred in the performance of his duties under the agreement, eligibility to participate in bonus or incentive compensation plans of the Company and eligibility to receive equity awards as determined by the board of directors. Pro Forma Financial Information The following table summarizes the unaudited pro forma financial information assuming that the acquisitions of LogicMark and Fit Pay occurred on January 1, 2016, and their respective results had been included in the Company’s financial results for the nine and three months ended September 30, 2017 and September 30, 2016. The pro forma combined amounts are based upon available information and reflect a reasonable estimate of the effects of the acquisitions of LogicMark and Fit Pay for the periods presented on the basis set forth herein. The following unaudited pro forma combined financial information is presented for informational purposes only and does not purport to represent what the financial position or results of operations would have been had the acquisitions of LogicMark and Fit Pay in fact occurred on the date assumed, nor is it necessarily indicative of the results that may be expected in future periods. Nine Months Ended Three Months Nine Months Ended Three Months Ended September 30, 2017 September 30, 2016 (unaudited) (unaudited) Pro forma: Net Sales $ 18,961,528 $ 4,530,088 $ 11,490,257 $ 4,014,154 Net Loss applicable to Common Stockholders $ (7,862,415 ) $ (4,101,606 ) $ (16,898,135 ) $ (4,614,264 ) Net Loss Per Share - Basic and Diluted applicable to Common Stockholders $ (0.71 ) $ (0.28 ) $ (2.09 ) $ (0.53 ) The unaudited pro forma net loss attributable to the Company has been calculated using actual historical information and is adjusted for certain pro forma adjustments based on the assumption that the acquisitions of LogicMark and Fit Pay and the application of fair value adjustments to intangible assets occurred on January 1, 2016. For the three and nine months ended September 30, 2017, the pro forma financial information excluded the Fit Pay acquisition-related expenses of $26,626 and $149,443, respectively, which are included in the actual reported results, as general and administrative expenses, but excluded from the pro forma amounts above due to their nonrecurring nature. In addition, the pro forma adjustments for the three and nine months ended September 30, 2017 include the following adjustments; (a) amortization expense related to the acquired intangible assets of $nil and $289,066, respectively; (b) interest expense of $nil and $211,406, respectively; and (c) dividends related to the Series C Preferred Stock of $nil and $38,904, respectively. For the three and nine months ended September 30, 2016, the pro forma financial information reflects the following adjustments; (a) the exclusion of the acquisition-related expenses of $275,948 and $609,466; (b) amortization of the inventory fair value adjustment of $nil and $945,212, respectively; (c) reduction in depreciation expense of $15,719 and $28,935, respectively; (d) amortization expense related to the acquired intangible assets of $378,881 and $1,124,291, respectively; (e) interest expense including the amortization of deferred debt issue costs of $1,443,667 and $4,325,190, respectively; and (f) dividends related to the Series B Preferred Stock and Series C Preferred Stock of $306,456 and $918,545, respectively.

Strategic Agreements with World

Strategic Agreements with World Ventures Holdings	9 Months Ended
	Sep. 30, 2017
Strategic Agreements with World Ventures Holdings [Abstract]
STRATEGIC AGREEMENTS WITH WORLD VENTURES HOLDINGS	Note 6 – Strategic Agreements with world ventures holdings The Company is a party to a Master Product Development Agreement with WVH, a related party. During the nine and three months ended September 30, 2017, the Company recorded revenue of $7,057,032 and $767,751, respectively related to WVH. At September 30, 2017, the Company’s accounts receivable balance included $1,893,662 due from WVH.

Convertible Notes Payable

Convertible Notes Payable	9 Months Ended
	Sep. 30, 2017
Convertible Notes Payable [Abstract]
CONVERTIBLE NOTES PAYABLE	Note 7 – Convertible Notes Payable July 2017 Exchange In order to consummate a registered direct offering and concurrent private placement on July 13, 2017 (See Note 8), the Company was required to obtain consent from the holders (the “November Holders”) of the Company’s (i) Amended and Restated Secured Subordinated Promissory Notes, originally issued on July 25, 2016 ( i.e. 1. The conversion price of the November Notes was lowered from $3.00 to $2.00. 2. The exercise price of the November Warrants was lowered from $3.00 to $2.00. 3. The Company’s prohibition under the Exchange Agreement providing that for so long as the November Holders are holders of the November Notes, the November Warrants, or the shares of Common Stock issuable thereunder, the Company may not issue shares of our Common Stock at a price per share less than $3.00 per share, was lowered to $2.00 per share. In connection with the reduction in conversion price of the November Notes from $3.00 to $2.00, the Company incurred a non-cash charge for modification of convertible exchange note terms of $191,630 for the three and nine months ended September 30, 2017. In addition, the Company expensed the remaining unamortized note discount and deferred debt issue costs related to the November Notes of $491,667 and $35,949, respectively. As a result of lowering the conversion price of the November Warrants from $3.00 to $2.00, the Company also incurred a non-cash charge for modification of terms related to the November Warrants of $37,000 for the three and nine months ended September 30, 2017. On July 19, 2017, the November Holders purchased from LogicMark Investment Partners, LLC (“LogicMark Investment Partners”), the representative of LogicMark, LLC, the outstanding balance of $594,403, including accrued and unpaid interest on the LogicMark Note. In connection therewith, the Company, LogicMark Investment Partners and the November Holders entered into an Assignment and Assumption Agreement, dated July 19, 2017, pursuant to which LogicMark Investment Partners assigned the LogicMark Note to the November Holders. In addition, on July 19, 2017, the Company and the November Holders entered into a Securities Exchange Agreement pursuant to which the Company exchanged the LogicMark Note held by the November Holders for (i) an aggregate principal amount of $594,408 of secured subordinated convertible promissory notes of the Company (the “July 2017 Notes”) due in July 2018, and (ii) warrants exercisable into 297,202 shares of Common Stock (the “July 2017 Warrants”). The July 2017 Notes are convertible into shares of Common Stock at a conversion price of $2.00 per share and the July 2017 Warrants are exercisable into shares of Common Stock with a five year term and an exercise price of $2.00 per share. The exercise and the amount of shares of common stock issuable upon exercise of the July 2017 Warrants are subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions. reclassifications, mergers or other corporate changes and dilutive issuances. The conversion option embedded in the convertible exchange notes was determined to contain beneficial conversion features, resulting in the bifurcation of those features as an equity instrument (resulting in a debt discount) at issuance. After allocation of the gross proceeds to the warrants (discussed above) and beneficial conversion feature, the total debt discount recognized was $432,917. The debt discount is being amortized over the term of the debt and the Company amortized $81,839 of the debt discount for the three and nine months ended September 30, 2017.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	Note 8 - Stockholders’ Equity July 2017 Offerings On July 13, 2017, the Company closed a registered direct offering of an aggregate of 2,170,000 shares of the Company’s common stock, and pre-funded warrants to purchase 230,000 shares of common stock. The Company sold the shares at a price of $1.43 per share and received $1.42 per pre-funded warrant. The Company received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $3,429,700. The pre-funded w On July 13, 2017, the Company also closed on a concurrent private placement with the same investors for no additional consideration, of warrants to purchase 1,800,000 shares of common stock. The warrants will be exercisable beginning on the six (6) month anniversary of the date of issuance, at an exercise price of $2.00 per share and will expire on the fifth anniversary of the initial exercise date. Series A Preferred Stock For the nine and three months ended September 30, 2017, the Company recorded Series A Preferred Stock dividends of $34,884 and $0, respectively. During the nine months ended September 30, 2017 holders, of 211,424 shares of Series A Preferred Stock converted $338,749 of Series A Preferred Stock and dividends into 159,219 shares of common stock. As of September 30, 2017, there was no remaining outstanding principal balance on the Series A Preferred Stock. Series B Preferred Stock For the nine and three months ended September 30, 2017, the Company recorded Series B Preferred Stock dividends of $634,375 and $71,875, respectively. During the nine months ended September 30, 2017, holders of 4,500,000 shares of Series B Preferred Stock converted $6,075,000 of Series B Preferred Stock, dividends and liquidated damages into 3,106,802 shares of common stock. As of September 30, 2017, there was no remaining outstanding principal balance on the Series B Preferred Stock. Series C Preferred Stock In May 2017, the Company authorized a new Series C Preferred Stock. The terms of the Series C Preferred Stock are as follows: Dividends on Series C Preferred Stock Holders of Series C Preferred Stock are entitled to receive from and after the first date of issuance of the Series C Preferred Stock, cumulative dividends at a rate of 5% per annum on a compounded basis, which dividend amount shall be guaranteed. Accrued and unpaid dividends are payable in cash. For the nine and three months ended September 30, 2017, the Company recorded Series C Preferred Stock dividends of $35,890 and $25,205, respectively. Redemption of Series C Preferred Stock The Series C Preferred Stock may be redeemed by the Company solely at the Company’s option in cash at any time, in whole or in part, upon payment of the stated value of the Series C Preferred Stock, and all related accrued but unpaid dividends. Fundamental Change If a “fundamental change” occurs at any time while the Series C Preferred Stock is outstanding, the holders of shares of Series C Preferred Stock then outstanding shall be immediately paid, out of the assets of the Company or the proceeds of such fundamental change, as applicable, and legally available for distribution to its stockholders, an amount in cash equal to the stated value of the Series C Preferred Stock, and all related accrued but unpaid dividends. If the legally available assets of the Company and the proceeds of such “fundamental change” are insufficient to pay the all of the Holders of the Series C Preferred Stock, then the Holders of the Series C Preferred Stock shall share ratably in any such distribution in proportion to the amount that they would have been entitled to. A fundamental change includes but is not limited to any change in the ownership of at least fifty percent (50%) of the voting stock; liquidation or dissolution; or the Common Stock ceases to be listed on the market upon which it currently trades. Voting Rights The holders of the Series C Preferred Stock are entitled to vote on any matter submitted to the stockholders of the Company for a vote. One (1) share of Series C Preferred Stock shall carry the same voting rights as one (1) share of Common Stock. Classification The Series C Preferred Stock was accounted for under Section 480-10-S99 - Distinguishing Liabilities from Equity (FASB Accounting Standards Codification 480) as amended by ASU 2009-04 - for Redeemable Equity Instruments (“ASU 2009-04”). Under ASU 2009-04, a redeemable equity security is to be classified as temporary equity if it is conditionally redeemable upon the occurrence of an event that is not solely within the control of the issuer. The Company’s financing is redeemable at the option of the holder under the specified terms and conditions of such preferred stock however, the instrument was not redeemable as of September 30, 2017. Therefore, the Company classified the Series C Preferred Stock as temporary equity in the condensed consolidated balance sheet at September 30, 2017. Long-Term Stock Incentive Plan On January 4, 2013, a majority of the Company’s stockholders approved by written consent the Company’s 2013 Long-Term Stock Incentive Plan (“LTIP”). The maximum aggregate number of shares of common stock that may be issued under the LTIP, including stock awards, stock issued to directors for serving on the Company’s board, and stock appreciation rights, is limited to 10% of the shares of Common Stock outstanding on the first business or trading day of any fiscal year, which is 737,992 at January 1, 2017. During the nine months ended September 30, 2017, the Company issued 131,363 shares of common stock under the LTIP to five (5) non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $260,000. Also during the nine months ended September 30, 2017, the Company issued 237,559 shares of Common Stock with an aggregate fair value of $400,000 to executive and certain non-executive employees related to the Company’s 2016 management incentive plan. In September 2017, the Company granted 622,507 restricted shares of common stock with an aggregate value of $1,067,231 to certain executive and non-executive employees. The vesting period for these restricted shares of common stock is twelve months. During the nine months ended September 30, 2017, the Company expensed $614,655 related to these restricted stock awards. At September 30, 2017, a total of 737,992 shares of common stock have been issued from the LTIP and there are no further shares available to be issued under the LTIP for the remainder of 2017. 2017 Stock Incentive Plan On August 24, 2017, a majority of the Company’s stockholders approved at the Company’s annual meeting the Company’s 2017 Stock Incentive Plan (“2017 SIP”). The purpose of the 2017 SIP is to enable the Company to provide a means to issue shares of Common Stock or stock options which may be exercised for shares of Common Stock to certain eligible consultants, employees and service providers of the Company as a substitute for, or as an additional incentive to, paying cash compensation to consultants and non-payroll employees or as a portion of severance packages in certain scenarios. The 2017 SIP works in tandem with the 2013 LTIP to provide additional means to compensate our employees. The maximum aggregate number of shares of common stock that may be issued under the 2017 SIP, 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 at January 1, 2018; provided that for fiscal year 2017, 1,500,000 shares of Common Stock may be delivered to participants under the 2017 SIP. During the nine months ended September 30, 2017, the Company issued 437,384 shares of common stock under the 2017 SIP. Warrants As of September 30, 2017, the Company had 3,926,251 warrants outstanding with a weighted average exercise price and remaining life in years of $6.54 and 4.043, respectively. At September 30, 2017, the warrants had no intrinsic value. During the nine months ended September 30, 2017, the Company accrued $700,000 of discretionary management and employee bonus expense. During the nine months ended September 30, 2017, the Company issued 119,800 fully-vested shares of common stock with a fair value of $240,535 to non-employees for services rendered.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 9 - Commitments and Contingencies Legal Matters From time to time we may be involved in various claims and legal actions arising in the ordinary course of our business. 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 The Company is a party to certain leases for office space and warehouse facilities, with monthly payments ranging from $1,750 to $6,911, expiring on various dates through August 2020. The Company incurred rent expense of $150,730 and $103,232 for the nine months ended September 30, 2017 and September 30, 2016, respectively. Minimum future lease payments for non-cancelable operating leases are as follows: 2017 $ 50,775 2018 110,867 2019 112,015 2020 65,235 Total future lease obligations $ 338,891 The maturity of the Company’s debt is as follows: 2017 $ - 2018 266,200 2019 212,961 2020 212,961 2021 159,719 Total debt $ 851,841

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 10 – Subsequent Events The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. On October 2, 2017, the Company issued 6,000 shares of its common stock for the payment of services with a grant date fair value of $13,200. On November 13, 2017, the Company closed a registered direct offering of an aggregate of 2,941,177 shares of the Company’s common stock. The Company sold the shares at a price of $1.36 per share. The Company received gross proceeds from the offering, before deducting placement agent fees and other estimated offering expenses payable by the Company, of approximately $4,000,000. On November 13, 2017, the Company also closed on a concurrent private placement with the same investors for no additional consideration, of warrants to purchase 2,500,000 shares of common stock.

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Summary of Significant Accounting Policies [Abstract]
USE OF ESTIMATES IN THE FINANCIAL STATEMENTS	Use of Estimates in the Financial Statements The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company’s management evaluates these significant estimates and assumptions including those related to the fair values of acquired assets and liabilities assumed in business combinations, stock based compensation, derivative financial instruments, income taxes and related valuation allowances, accounts receivable and inventory, and other matters that affect the condensed consolidated financial statements and 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 subsidiaries, 3D-ID, LogicMark and Fit Pay. Intercompany balances and transactions have been eliminated in consolidation.
CONCENTRATIONS OF CREDIT RISK	Concentrations of Credit Risk During the nine and three months ended September 30, 2017, the Company recognized revenue of $7,057,032 and $767,751, respectively, from World Ventures Holdings, LLC (“WVH”), a related party based on its position as the Company’s largest stockholder. At September 30, 2017, the Company’s accounts receivable balance included $1,893,662 due from WVH.
REVENUE RECOGNITION	Revenue Recognition The Company recognizes revenue from product sales 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.
ACCOUNTS RECEIVABLE	Accounts Receivable Accounts receivable is stated at net realizable value. The Company regularly reviews accounts receivable balances and adjusts the receivable reserves as necessary whenever events or circumstances indicate the carrying value may not be recoverable. The Company had no allowance for doubtful accounts at September 30, 2017 and December 31, 2016.
INVENTORY	Inventory 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 September 30, 2017, inventory was comprised of $3,756,866 in raw materials and $1,121,329 in finished goods on hand. Inventory at December 31, 2016 was comprised of $3,797,499 in raw materials and $1,544,001 in finished goods on hand. The Company is required to prepay for raw materials with certain vendors until credit terms can be established. As of September 30, 2017, and December 31, 2016, the Company had prepaid inventory of $1,321,230 and $1,089,770, 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.
GOODWILL	Goodwill The Company’s goodwill relates to the acquisitions of LogicMark and Fit Pay. The Company began testing goodwill for impairment in the third quarter of 2017 as it relates to the acquisition of LogicMark which occurred on July 25, 2016. As part of the annual evaluation, the Company utilized the option to first assess qualitative factors, which include but are not limited to, economic, market and industry conditions, as well as the financial performance of LogicMark. In accordance with applicable guidance, an entity is not required to calculate the fair value of a reporting unit if, after assessing these qualitative factors, the Company determines that it is more likely than not that its reporting unit’s fair value is greater than its carrying amount. During the three and nine months ended September 30, 2017, the Company determined that it was more likely than not that the fair value of LogicMark exceeded its respective carrying amount and therefore, a quantitative assessment was not required. The Company has not recognized any goodwill impairment in 2017 in connection with its annual impairment test. The Company will begin testing the Fit Pay related goodwill for impairment annually in the second quarter of each year.
OTHER INTANGIBLE ASSETS	Other Intangible Assets The Company’s intangible assets are all related to the acquisitions of LogicMark and Fit Pay and are included in other intangible assets in the Company’s condensed consolidated balance sheets at September 30, 2017 and December 31, 2016. At September 30, 2017, the other intangible assets related to the acquisition of LogicMark are comprised of patents of $3,657,833; trademarks of $1,182,973; and customer relationships of $2,875,123. At December 31, 2016, the other intangible assets are comprised of patents of $3,936,612; trademarks of $1,230,002; and customer relationships of $3,119,111. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for the patents, trademarks and customer relationships are 11 years; 20 years; and 10 years, respectively. During the nine and three months ended September 30, 2017, the Company had amortization expense of $569,796 and $192,019, respectively related to the LogicMark intangible assets. At September 30, 2017, the other intangible assets related to the acquisition of Fit Pay, which was completed on May 23, 2017, are comprised of trademarks of $392,286; technology of $3,225,675; and customer relationships of $1,360,820. The Company will continue amortizing these intangible assets using the straight-line method over their estimated useful lives which for trademarks, technology and customer relationships are 25 years; 7 years; and 6 years, respectively. During the nine and three months ended September 30, 2017, the Company had amortization expense of $266,619 and $187,244, respectively, related to the Fit Pay intangible assets. As of September 30, 2017, amortization expense estimated for the remainder of fiscal year 2017 related to both the LogicMark and Fit Pay intangibles is approximately $380,000 and for each of the next five(5) fiscal years, 2018 through 2022, the amortization expense is estimated to be approximately $1,505,000 per year.
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 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. The Company generally issues new shares of common stock to satisfy conversion and warrant exercises.
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 of 1,151,374 realizable from the convertible exchange notes and related accrued interest and from the exercise of 3,926,251 warrants as of September 30, 2017 were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive for the nine and three months ended September 30, 2017. As of September 30, 2016, potentially dilutive securities realizable from the convertible Series A and Series B Preferred Stock, and from the exercise of 1,319,049 warrants were excluded from the computation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive.
RECENT ACCOUNTING PRONOUNCEMENTS	Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, an entity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determine the transaction price(s); (4) allocate the transaction price(s) to the performance obligations in the contract(s); and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with customers. In August 2015, the FASB issued Accounting Standards Update No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date (“ASU 2015-14”), which defers the effective date of FASB’s revenue standard under ASU 2014-09 by one year for all entities and permits early adoption on a limited basis. As a result of ASU 2015-14, the guidance under ASU 2014-09 shall apply for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that period. Early adoption is permitted as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within those annual periods. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarified the implementation guidance on principal versus agent considerations. In April 2016, the FASB issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, which clarified the implementation guidance regarding performance obligations and licensing arrangements. As permitted under the standard, the Company plans to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective approach and recognize the cumulative effect to existing contracts in opening retained earnings on the effective date. The Company is currently reviewing and evaluating this guidance and its impact on its consolidated financial statements. In March 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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 adopted this standard in the first quarter of 2017 and it did not have a material impact on its condensed consolidated financial statements. In May 2016, the FASB issued ASU No. 2016-12 (“ASU 2016-12”), “Revenue from Contracts with Customers (Topic 606): Narrow- Scope Improvements and Practical Expedients.” ASU 2016-12 will affect all entities that enter into contracts with customers to transfer goods or services (that are an output of the entity’s ordinary activities) in exchange for consideration. The amendments in this update affect the guidance in ASU 2014-09 which is not yet effective, the amendments in this update affect narrow aspects of Topic 606 including among others: assessing collectability criterion, noncash consideration, and presentation of sales taxes and other similar taxes collected from customers. The effective date and transition requirements for the amendments in this update are the same as the effective date and transition requirements for ASU 2014-09. The Company is currently evaluating the effect that ASU 2016-12 will have on the Company’s condensed consolidated financial position and results of operations. In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows: Restricted Cash (“ASU No. 2016-18”). The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash and require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. This ASU is effective retrospectively for fiscal years and interim periods within those years beginning after December 15, 2017. The Company does not expect the adoption of this ASU to have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” The amendments in this update clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of businesses. The amendments in this update provide a screen to determine when a set is not a business. If the screen is not met, it (1) requires that to be considered a business, a set must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create output and (2) removes the evaluation of whether a market participant could replace the missing elements. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s condensed consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting” to provide clarity and reduce both (1) diversity in practice and (2) cost and complexity when applying the guidance in Topic 718, Compensation—Stock Compensation, to a change to the terms or conditions of a share-based payment award. The amendments in this Update provide guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The amendments in this Update are effective for all entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted. This ASU is not expected to have a material impact on the Company’s condensed consolidated financial statements.

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2017
Acquisitions [Abstract]
Schedule of estimated fair values of identifiable assets acquired and liabilities assumed	Cash $ 10,889 Accounts receivable 91,810 Other current assets 77,095 Property and equipment 31,967 Goodwill 7,954,260 Intangible assets (See Note 4) 5,245,400 Assets acquired 13,411,421 Accounts payable 165,650 Accrued liabilities 964,463 Customer deposits 286,948 Deferred taxes 1,797,476 Liabilities assumed 3,214,537 Net assets acquired $ 10,196,884
Summary of pro forma of financial position or results of operations	Nine Months Ended Three Months Nine Months Ended Three Months Ended September 30, 2017 September 30, 2016 (unaudited) (unaudited) Pro forma: Net Sales $ 18,961,528 $ 4,530,088 $ 11,490,257 $ 4,014,154 Net Loss applicable to Common Stockholders $ (7,862,415 ) $ (4,101,606 ) $ (16,898,135 ) $ (4,614,264 ) Net Loss Per Share - Basic and Diluted applicable to Common Stockholders $ (0.71 ) $ (0.28 ) $ (2.09 ) $ (0.53 )

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies [Abstract]
Schedule of future lease obligation	2017 $ 50,775 2018 110,867 2019 112,015 2020 65,235 Total future lease obligations $ 338,891
Schedule of debt over each next four years	2017 $ - 2018 266,200 2019 212,961 2020 212,961 2021 159,719 Total debt $ 851,841

Organization and Basis of Pre19

Organization and Basis of Presentation (Details) - USD ($)	Jul. 25, 2016	Jul. 19, 2017	Jul. 22, 2016
Organization and Basis of Presentation (Textual)
Payments to LogicMark sellers, description	(i) $1,500,000 for calendar year 2016 and (ii) and may be required to pay the LogicMark Sellers an earn-out payment of up to $5,000,000 for calendar year 2017 if LogicMark meets certain gross profit targets set forth in the Interest Purchase Agreement. The secured subordinated promissory note originally issued to LogicMark Investment Partners on July 25, 2016 and amended on November 29, 2016 (the "LogicMark Note") was to mature on September 23, 2016 but was extended to April 15, 2017 and then extended to July 15, 2017. The Company and the LogicMark Sellers also agreed to extend the due date on the 2016 earn-out payment to July 15, 2017.
Convertible notes payable, Maturity date	Sep. 23, 2016		Sep. 22, 2016
Aggregate amount	$ 15,000,000
LogicMark, LLC [Member]
Organization and Basis of Presentation (Textual)
Payments to LogicMark sellers, description		The Company paid the 2016 earn-out payment in the amount of $1,500,000 to the LogicMark Sellers. In addition, in July 2017, the remaining balance of $594,403 owed on the LogicMark Note, including accrued and unpaid interest, was purchased by certain investors in exchange for $594,408 in principal amount of convertible notes of the Company and warrants exercisable for 297,202 shares of Common Stock.
Aggregate amount		$ 1,500,000

Reverse Stock Split (Details)

Reverse Stock Split (Details)	9 Months Ended
	Sep. 30, 2017
Reverse Stock Split (Textual)
Reverse stock split, description	On September 1, 2016, the Company's board of directors and stockholders approved a resolution to amend the Company's Certificate of Incorporation and to authorize the Company to effect a reverse split of the Company's outstanding common stock at a ratio of 1-for-10 (the "Reverse Split"). On September 9, 2016, the Company effected the Reverse Split. Upon effectiveness of the Reverse Split, every 10 shares of outstanding common stock decreased to one share of common stock. Throughout this report, the Reverse Split was retroactively applied to all periods presented.

Liquidity and Management Plans

Liquidity and Management Plans (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Liquidity and Management Plans (Textual)
Operating income	$ (1,683,738)	$ (1,473,199)	$ 49,565	$ (6,107,216)
Net Loss	(4,031,152)	$ (2,447,649)	(5,960,684)	$ (10,368,921)
Working capital deficiency	6,322,182		6,322,182
Stockholders' equity	6,835,893		6,835,893		$ 2,818,731
Contingent consideration	$ 5,340,432		$ 5,340,432		$ 1,496,442

Summary of Significant Accoun22

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	May 23, 2017	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Summary of Significant Accounting Policies (Textual)
Inventory raw materials		$ 3,756,866	$ 3,756,866		$ 3,797,499
Inventory finished goods		1,121,329	1,121,329		1,544,001
Prepaid inventory		1,321,230	$ 1,321,230		1,089,770
Antidilutive earnings per share, shares			1,151,374
Amortization of intangible assets			$ 836,415	$ 136,232
Amortization expense estimated for remainder of fiscal 2017		380,000	380,000
Amortization expense estimated for 2018		1,505,000	1,505,000
Amortization expense estimated for 2019		1,505,000	1,505,000
Amortization expense estimated for 2020		1,505,000	1,505,000
Amortization expense estimated for 2021		1,505,000	1,505,000
Amortization expense estimated for 2022		1,505,000	$ 1,505,000
Patents [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives			11 years
Patents		3,657,833	$ 3,657,833		3,936,612
Trademarks [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	25 years		20 years
Trademarks	$ 392,286	1,182,973	$ 1,182,973		1,230,002
Customer Relationships [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	6 years		10 years
Customer relationships	$ 1,360,820	2,875,123	$ 2,875,123		$ 3,119,111
Technology [Member]
Summary of Significant Accounting Policies (Textual)
Other intangible assets, estimated useful lives	7 years
Technology	$ 3,225,675
WVH [Member]
Summary of Significant Accounting Policies (Textual)
Revenue		767,751	7,057,032
Accounts receivable due from WVH		1,893,662	1,893,662
LogicMark intangible assets [Member]
Summary of Significant Accounting Policies (Textual)
Amortization of intangible assets		192,019	569,796
Fit Pay intangible assets [Member]
Summary of Significant Accounting Policies (Textual)
Amortization of intangible assets		$ 187,244	$ 266,619
Warrants [Member]
Summary of Significant Accounting Policies (Textual)
Antidilutive earnings per share, shares			3,926,251
Common stock, shares				1,319,049

Acquisitions (Details)

Acquisitions (Details)	May 23, 2017USD ($)
Acquisitions [Abstract]
Cash	$ 10,889
Accounts receivable	91,810
Other current assets	77,095
Property and equipment	31,967
Goodwill	7,954,260
Intangible assets (See Note 4)	5,245,400
Assets acquired	13,411,421
Accounts payable	165,650
Accrued liabilities	964,463
Customer deposits	286,948
Deferred taxes	1,797,476
Liabilities assumed	3,214,537
Net assets acquired	$ 10,196,884

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Pro forma:
Net Sales	$ 4,530,088	$ 4,014,154	$ 18,961,528	$ 11,490,257
Net Loss applicable to Common Stockholders	$ (4,101,606)	$ (4,614,264)	$ (7,862,415)	$ (16,898,135)
Net Loss Per Share - Basic and Diluted applicable to Common Stockholders	$ (0.28)	$ (0.53)	$ (0.71)	$ (2.09)

Acquisitions (Details Textual)

Acquisitions (Details Textual) - USD ($)	Sep. 23, 2016	Jul. 25, 2016	Jul. 22, 2016	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	May 23, 2017
Acquisitions (Textual)
Deferred debt issue costs		$ 450,000
Debt issuance costs		$ 1,357,356
Interest expense						$ 211,406
Unamortized balance of deferred debt issue costs				365,000		365,000
Prime borrowing rate		15.00%
Notes payable, Maturity date		Sep. 23, 2016	Sep. 22, 2016
Debt instrument principal amount		$ 15,000,000
Forbearance agreement, description	(i) $250,000 on September 23, 2016; (ii) $100,000 on October 24, 2016; and (iii) $1,150,000, plus all accrued and unpaid interest due under the LogicMark Note on October 31, 2016.
Escrow amount	$ 500,000
Amortization expense related intangible assets					$ 378,881	$ 289,066	$ 1,124,291
Amortization deferred debt issuance costs					1,443,667		4,325,190
Reduction depreciation expense					15,719		28,935
Amortization of inventory fair value adjustment							945,212
Note originally issued amount			$ 2,500,000
Description of merger agreement						(i) 1,912,303 shares of common stock which was equivalent to 19.96% of the outstanding shares of common stock of the Company (the "Common Stock"); (ii) 2,000 shares of the Series C Non-Convertible Preferred Stock of the Company (the "Series C Preferred Stock"); (iii) the payment of certain debts by the Company; and (iv) the payment of certain unpaid expenses of the Fit Pay Sellers of $724,116 by the Company. In addition, the Company will be required to pay the Fit Pay Sellers an earn-out payment equal to 12.5% of the gross revenue derived from Fit Pay's technology for sixteen (16) fiscal quarters commencing on October 1, 2017 and ending on December 31, 2021. To date, Fit Pay has had minimal revenue. The operating results of Fit Pay have been included in the condensed consolidated financial statements from the effective date of the acquisition, May 23, 2017.
Acquisition related expenses				26,626	275,948	$ 149,443	609,466
LogicMark note payments						250,000
Deferred tax liabilities								$ 1,797,476
Series A Convertible Preferred Stock [Member]
Acquisitions (Textual)
Dividends related cost
Series B Convertible Preferred Stock [Member]
Acquisitions (Textual)
Dividends related cost					$ 306,456
Series C Preferred Stock [Member]
Acquisitions (Textual)
Dividends related cost						$ 38,904	$ 918,545
Revolving Credit Facility [Member]
Acquisitions (Textual)
Notes payable, Maturity date		Jul. 25, 2017

Strategic Agreements with Wor26

Strategic Agreements with World Ventures Holdings (Details) - WVH [Member]	3 Months Ended	9 Months Ended
	Sep. 30, 2017USD ($)	Sep. 30, 2017USD ($)
Strategic Agreements with World Ventures Holdings (Textual)
Revenue	$ 767,751	$ 7,057,032
Accounts receivable due from WVH	$ 1,893,662	$ 1,893,662

Convertible Notes Payable (Deta

Convertible Notes Payable (Details) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Jul. 19, 2017	Sep. 30, 2017	Sep. 30, 2017	Sep. 30, 2016	Jul. 13, 2017	Nov. 29, 2016	Jul. 25, 2016
Convertible Notes Payable (Textual)
Debt instrument, Description	(i) an aggregate principal amount of $594,408 of secured subordinated convertible promissory notes of the Company (the "July 2017 Notes") due in July 2018, and (ii) warrants exercisable into 297,202 shares of Common Stock (the "July 2017 Warrants"). The July 2017 Notes are convertible into shares of Common Stock at a conversion price of $2.00 per share and the July 2017 Warrants are exercisable into shares of Common Stock with a five year term and an exercise price of $2.00 per share.
Warrants exercisable shares of common stock	297,202
Non-cash charge for modification of convertible exchange note terms		$ 191,630	$ 191,630
Defferred debt issue costs							$ 450,000
Non-cash charge for modification of warrant terms		37,000	37,000
LogicMark Investment Partners [Member]
Convertible Notes Payable (Textual)
Outstanding balance including accrued and unpaid interest	$ 594,403
November Notes [Member]
Convertible Notes Payable (Textual)
Common stock price per share					$ 2
Unamortized note discount		491,667	491,667
Defferred debt issue costs		$ 35,949	$ 35,949
November Notes [Member] | Maximum [Member]
Convertible Notes Payable (Textual)
Conversion price					3
Warrant exercise price						$ 3
November Notes [Member] | Minimum [Member]
Convertible Notes Payable (Textual)
Conversion price					2
Warrant exercise price						$ 2
Warrant [Member]
Convertible Notes Payable (Textual)
Warrant exercise price		$ 6.54	$ 6.54
Common stock price per share					$ 3
Defferred debt issue costs		$ 432,917	$ 432,917
Debt discount amortized		$ 81,839	$ 81,839

Stockholders' Equity (Details)

Stockholders' Equity (Details)	Aug. 24, 2017	Jul. 13, 2017USD ($)$ / sharesshares	Sep. 30, 2017USD ($)$ / sharesshares	Jul. 13, 2017USD ($)$ / sharesshares	Sep. 30, 2017USD ($)directors$ / sharesshares	Sep. 30, 2016shares	Dec. 31, 2016$ / sharesshares
Stockholders' Equity (Textual)
Convertible preferred stock par value | $ / shares			$ 0.0001		$ 0.0001		$ 0.0001
Shares issued under stock incentive plan, shares					737,992
Restricted stock expense | $					$ 614,655
Discretionary management and employee bonus expense | $					$ 700,000
Minimum ownership percentage of voting stock			50.00%		50.00%
Common stock voting rights					One (1) share of Series C Preferred Stock shall carry the same voting rights as one (1) share of Common Stock.
2017 Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
Common stock voting rights	The maximum aggregate number of shares of common stock that may be issued under the 2017 SIP, 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 at January 1, 2018; provided that for fiscal year 2017, 1,500,000 shares of Common Stock may be delivered to participants under the 2017 SIP.
Common stock issued					437,384
Non-executive employee [Member]
Stockholders' Equity (Textual)
Shares issued under stock incentive plan | $					$ 1,067,231
Restricted shares vesting period description					The vesting period for these restricted shares of common stock is twelve months.
Common stock shares for fully-vested services rendered					119,800
Common stock fair value for fully-vested services rendered | $					$ 240,535
Restricted shares of common stock					622,507
Series A Preferred Stock [Member]
Stockholders' Equity (Textual)
Convertible preferred stock par value | $ / shares			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock dividend | $			$ 0		$ 34,884
Preferred stock dividend into shares					159,219
Preferred stock, shares outstanding			0		0		211,424
Conversion of stock, converted | $					$ 338,749
Conversion of stock, converted shares					211,424
Series B Preferred Stock [Member]
Stockholders' Equity (Textual)
Convertible preferred stock par value | $ / shares			$ 0.0001		$ 0.0001		$ 0.0001
Preferred stock dividend | $			$ 71,875		$ 634,375
Preferred stock dividend into shares					3,106,802
Preferred stock, shares outstanding			0		0		4,500,000
Conversion of stock, converted | $					$ 6,075,000
Conversion of stock, converted shares					4,500,000
Series C Preferred Stock [Member]
Stockholders' Equity (Textual)
Preferred stock dividend | $			$ 25,205		$ 35,890
Cumulative dividend rate					5.00%
Long-Term Stock Incentive Plan [Member]
Stockholders' Equity (Textual)
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 737,992 at January 1, 2017.
Long-Term Stock Incentive Plan [Member] | Non-executive directors [Member]
Stockholders' Equity (Textual)
Shares issued under stock incentive plan, shares					131,363
Shares issued under stock incentive plan | $					$ 260,000
Number of employees under stock incentive plan | directors					5
Long-Term Stock Incentive Plan [Member] | Executive Officer [Member]
Stockholders' Equity (Textual)
Shares issued under stock incentive plan, shares					237,559
Shares issued under stock incentive plan | $					$ 400,000
Restricted shares vesting period description					The vesting period for these restricted shares of common stock is twelve months.
Long-Term Stock Incentive Plan [Member] | Non-executive employee [Member]
Stockholders' Equity (Textual)
Shares issued under stock incentive plan, shares					237,559
Shares issued under stock incentive plan | $					$ 400,000
Restricted shares vesting period description					The vesting period for these restricted shares of common stock is thirty-six months.
Offering [Member]
Stockholders' Equity (Textual)
Warrants purchase of common stock, shares				230,000
Sale of stock share price | $ / shares		$ 1.43		$ 1.43
Expense payable | $		$ 3,429,700		$ 3,429,700
Common stock shares for fully-vested services rendered				2,170,000
Private placement [Member]
Stockholders' Equity (Textual)
Warrants purchase of common stock, shares		1,800,000
Sale of stock share price | $ / shares		$ 2		$ 2
Warrants to purchase shares of excercisable, description		The warrants will be exercisable beginning on the six (6) month anniversary of the date of issuance, at an exercise price of $2.00 per share and will expire on the fifth anniversary of the initial exercise date.
Warrant [Member]
Stockholders' Equity (Textual)
Sale of stock share price | $ / shares		$ 1.42		$ 1.42
Conversion of stock, converted shares						1,319,049
Warrants outstanding			3,926,251		3,926,251
Warrants weighted average exercise price | $ / shares			$ 6.54		$ 6.54
Warrants remaining life term					4 years 5 months 5 days
Warrants intrinsic value | $					$ 0

Commitments and Contingencies29

Commitments and Contingencies (Details)	Sep. 30, 2017USD ($)
Commitments and Contingencies [Abstract]
2,017	$ 50,775
2,018	110,867
2,019	112,015
2,020	65,235
Total future lease obligations	$ 338,891

Commitments and Contingencies30

Commitments and Contingencies (Details 1)	Sep. 30, 2017USD ($)
Commitments and Contingencies [Abstract]
2,017
2,018	266,200
2,019	212,961
2,020	212,961
2,021	159,719
Total debt	$ 851,841

Commitments and Contingencies31

Commitments and Contingencies (Details Textual) - USD ($)	Jul. 25, 2016	Jul. 22, 2016	Sep. 30, 2017	Sep. 30, 2016
Commitments and Contingencies (Textual)
Rent expenses			$ 150,730	$ 103,232
Debt Instrument, Maturity Date	Sep. 23, 2016	Sep. 22, 2016
Office Space [Member]
Commitments and Contingencies (Textual)
Lease expiration date			Aug. 31, 2020
Office Space [Member] | Minimum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount			$ 1,750
Office Space [Member] | Maximum [Member]
Commitments and Contingencies (Textual)
Monthly rent amount			$ 6,911

Subsequent Events (Details)

Subsequent Events (Details) - USD ($)	Nov. 13, 2017	Oct. 02, 2017	Jul. 13, 2017
Offering [Member]
Subsequent Event [Line Items]
Stock issued during the period shares issued for services, shares			2,170,000
Sale of stock share price			$ 1.43
Expense payable			$ 3,429,700
Warrants purchase of common stock, shares			230,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Stock issued during the period shares issued for services, value		$ 13,200
Stock issued during the period shares issued for services, shares		6,000
Warrants purchase of common stock, shares	2,500,000
Subsequent Event [Member] | Offering [Member]
Subsequent Event [Line Items]
Stock issued during the period shares issued for services, shares	2,941,177
Sale of stock share price	$ 1.36
Expense payable	$ 4,000,000