NXT-ID Inc.
Annual Report 2014

Plain-text annual report

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC 20549FORM 10-K(Mark One)☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________Commission file number: 000-54960Nxt-ID, Inc.(Exact name of registrant as specified in its charter)Delaware 46-0678374(State or other jurisdiction ofincorporation or organization) (I.R.S. EmployerIdentification No.)288 Christian StreetOxford, CT 06478(Address of principal executive offices)(Zip Code)Registrant’s telephone number, including area code: (203) 266-2103Securities registered pursuant to Section 12(b) of the Act:Title of each class: Name of each exchange on which registered:Common Stock, par value $0.0001Warrants to purchase Common Stock(expiring September 15, 2019) The Nasdaq Stock Market LLCThe Nasdaq Stock Market LLC Securities registered pursuant to Section 12(g) of the Act:None(Title of class)Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Act. Yes ☐ No ☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days. Yes ☒ No ☐ Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required tobe submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe registrant was required to submit and post such files). Yes ☒ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the bestof registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III or this Form 10-K or any amendment to thisForm 10-K. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☐Smaller reporting company ☒Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒ On June 30, 2014, the last business day of the second fiscal quarter, our common stock traded on OTCBB under the symbol NXTD. The aggregate marketvalue of the common stock held by non-affiliates of the registrant, as of June 30, 2014, the last business day of the second fiscal quarter, was approximately$12,862,944 based on a total number of shares of our common stock outstanding that day of 22,028,285 and a closing price of $3.91. Shares of commonstock held by each director, each officer and each person who owns 10% or more of the outstanding common stock have been excluded from this calculationin that such persons may be deemed to be affiliates. The determination of affiliate status is not necessarily conclusive. The registrant had 24,858,874 shares of its common stock outstanding as of February 27, 2015. DOCUMENTS INCORPORATED BY REFERENCE None.  TABLE OF CONTENTS PagePART I Item 1.Business1Item 1A.Risk Factors8Item 1B.Unresolved Staff Comments18Item 2.Properties18Item 3.Legal Proceedings18Item 4.Mine Safety Disclosures18 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities19Item 6.Selected Financial Data20Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations20Item 7A.Quantitative and Qualitative Disclosures about Market Risk27Item 8.Financial Statements and Supplementary Data27Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure27Item 9A.Controls and Procedures27Item 9B.Other Information28 PART III Item 10.Directors, Executive Officers and Corporate Governance29Item 11.Executive Compensation33Item 12.Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters35Item 13.Certain Relationships and Related Transactions, and Director Independence37Item 14.Principal Accounting Fees and Services37 PART IV Item 15.Exhibits, Financial Statement Schedules39 SIGNATURES41 INDEX TO EXHIBITS42 i CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (this “Report”) contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-lookingstatements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words suchas “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “predict,” “project,”“forecast,” “potential,” “continue” negatives thereof or similar expressions. These forward-looking statements are found at various places throughout thisReport and include information concerning possible or assumed future results of our operations; business strategies; future cash flows; financing plans; plansand objectives of management; any other statements regarding future operations, future cash needs, business plans and future financial results, and any otherstatements that are not historical facts. From time to time, forward-looking statements also are included in our other periodic reports on Forms 10-Q and 8-K, in our press releases, in ourpresentations, on our website and in other materials released to the public. Any or all of the forward-looking statements included in this Report and in anyother reports or public statements made by us are not guarantees of future performance and may turn out to be inaccurate. These forward-looking statementsrepresent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many ofthose factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-lookingstatements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to adifferent extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, whichspeak only as of the date of this Report. All subsequent written and oral forward-looking statements concerning other matters addressed in this Report andattributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in thisReport. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information,future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. For discussion of factors that we believe could cause our actual results to differ materially from expected and historical results see “Item 1A - Risk Factors”below. ii PART I Item 1.Business Our Company We are an early stage technology company that is focused on products, solutions, and services that have a need for biometric secure access control. We havethree distinct lines of business that we are currently pursuing: mobile commerce (“m-commerce”); law enforcement and biometric access control applications;and law enforcement. Our initial efforts have primarily focused on the development of our secure products for the growing m- commerce market, mostimmediately, a secure mobile electronic smart wallet. Wocket™ is a smart wallet, the next evolution in smart devices following the smart phone and smartwatch, designed to protect your identity and replace all the cards in your wallet, with no smart phone required. Wocket™ works anywhere credit cards areaccepted and only works with your biometric stamp of approval. Credit, debit, ATM, loyalty, gift, ID, membership, insurance, ticket, emergency, medical,business, contacts, coupon, and virtually any card can be protected on Wocket™. More than 10,000 cards, records, coupons, etc. and 100 voice commandscan also be stored on Wocket™. Our plan also anticipates that we will use our core biometric facial and voice recognition algorithms to develop security applications (both cloud based andlocally hosted) that can be used for corporations (industrial uses, such as enterprise computer networks) as well as individuals (consumer uses, such as smartphones, tablets or personal computers). Finally, our plan calls for a suite of high level security products and facial recognition applications that can beutilized by law enforcement, the defense industry, and the U.S. Department of Homeland Security. We believe that our MobileBioTM products, together with our biometric security solutions, will provide distinct advantages within these markets byimproving mobile security. Currently most mobile devices continue to be protected simply by PIN numbers. This security methodology is easily duplicatedon another device, and can be easily spoofed or hacked. Our biometric security paradigm is Dynamic Pairing Codes (DPC). DPC is a new, proprietary methodto secure users, devices, accounts, locations and servers over any communication media by sharing key identifiers, including biometric-enabled identifiers,between end-points by passing dynamic pairing codes (random numbers) between end-points to establish sessions and/or transactions without exposingidentifiers or keys. The recent high-level breaches of personal credit card data raises serious concerns among consumers about the safety of their money.These consumers are also resistant to letting technology companies learn even more about their personal purchasing habits. We also plan to service the access control and law enforcement facial recognition markets with our existing 3D facial recognition technology productsbeginning with U.S. federal and state governmental agencies. These products, whose underlying technologies have been licensed by us, provide customerswith the capability to enroll subjects in a 3D database and use that database for verification of identities. During 2012, we acquired 100% of the membershipinterests in an entity affiliated with its founders as a means toward advancing our business plan. The Company is an early stage entity and has incurred net losses since its inception. In order to execute the Company’s long-term strategic plan to developand commercialize its core products, the Company will need to raise additional funds, through public or private equity offerings, debt financings, or othermeans. The Company can give no assurance that the cash raised subsequent to December 31, 2014 or any additional funds raised will be sufficient to executeits business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company can give no assurancethat additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate these conditions. The Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue.Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would needto curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that might be necessary should theCompany be unable to continue as a going concern. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continueas a going concern. Wocket™ We believe that many credit card holders will be reluctant to use their smartphone for mobile payments and completely abandon their wallets. We havedeveloped a separate physical electronic smart wallet that is intended to hold information from credit cards, debit cards, loyalty cards, identification cards,and virtually any magnetic stripe card to allow the owner of the card to configure a single, dynamic, electronic card to replicate any of the copied cards andthereby reduce the number of physical cards carried in a wallet. As designed, users will simply scan in each card, slide through each of the scanned “soft-cards” via a touch screen display and select the card the user wishes to program. The resultant electronic card can then be swiped just like a regular credit,debit, or virtually any other card. The system consists of 2 devices: an electronic smart wallet “wocket” and a dynamic smart card. The electronic smart walletwill be secured by biometric identification and will also have a range of accessories that allow the user to carry a driver’s license and cash in the same device,replacing the wallet altogether. We have completed the design and prototype stages of the Wocket and units are currently being fabricated for productiontesting and sale. Our current plans call for us to commence shipping Wockets in the second quarter of 2015. We intend to initially market the Wocket to technology minded consumers through direct sales via our website, social media and digital marketing towebsites and forums that the consumer may frequent. Thereafter we will expand our reach through distinct channel partners with widespread retaildistribution. At the same time we are also seeking partnerships with corporations and financial institutions that have an interest in fraud prevention. Weintend to leverage our encryption capabilities to these potential partners as well. 1 Wocket™ prototype MobileBio VoiceMatch® Voicematch® is a new method of recognizing both speakers and specific words providing innovative multi-factor recognition. Voice authentication is a morenatural biometric method of authentication than fingerprint that allows an individual access to multiple devices. Voicematch is efficient enough to run onlow-power devices and runs or will run on mobile platforms such as Android and iOS, as well as laptops and desktops. The product helps to address thegrowing BYOD (Bring your own device) problem for corporations by positively identifying the individual using the mobile device. Voicematch® is apotential original equipment manufacturer (“OEM”) product for smartphone manufacturers. The product will also be sold as a standard development kit(“SDK”) to provide corporations the opportunity to add a further layer of biometric protection to their websites and smartphone applications for theircustomers. We expect commercial versions of the product to be available later in 2015; although we cannot provide any assurances of this. FaceMatch® FaceMatch® is intended to serve as a modular facial recognition system for smartphones, tablets, laptop and desktop computers. FaceMatch®, depending onthe number of cameras available and level of security desired, will use 2D, partial 3D or 3D facial recognition algorithms to allow the user access to theirdevice. The software is intended to be hosted on the device or through a cloud computing solution. The software will also be designed to be available as an“app” on the iPhone and Android platforms, although there are presently no definitive agreements in place with either of the sponsors of those platforms. TheFaceMatch® app will not retain any personal information on the user. The FaceMatch® app is near the completion of its development for desktop and laptopuse. The development work for the FaceMatch® app for tablet and smartphone use has not yet begun but will use the same basic technology. Our currentplans assume that sales from this product will commence later in 2015, although we cannot provide any assurances. Through the acquisition of 3D-ID LLC, the Company acquired 3D FaceMatch® and 3D SketchArtist™ facial recognition products which are available forsale. These products are primarily designed for access control, law enforcement and travel and immigration in contrast to the MobileBio™ products which aredesigned for individual security on mobile devices. 3D FaceMatch® Biometric Identity Systems The ActiveID Biometric Identity System is a completely modular and field proven identity management platform providing fusion of 3D facial recognition,2D facial recognition and optional fingerprint biometrics. Available as a standalone solution or readily integrated into national scale systems for travel andimmigration, access control and law enforcement, ActiveID products feature patented FaceMatch® 3D facial recognition. A complete ActiveID solution includes: 1) one or more Enrollment Systems including integrated lighting for high-quality mug shot or passport imagery; 2)databases containing enrolled 3D facial templates, 2D images, application-tailored personal data, and optional fingerprints; and 3) one or more Verifierand/or Identifier stations to determine identities. Duplicate ID/imposter searches can be performed at any step. Except for the Biometric Camera hardware, all products consist of software running on industry-standard encrypted networks, databases, and computers. Allsoftware is easily customized to support specific process needs, and several pre-configured solutions are available including prisoner management, facilityaccess control, and fused face/fingerprint verification. 3D SketchArtist™ 3D SketchArtist™ is a 3D software face composite sketch tool that makes sketching a face simple, fast, and realistic. Using patented 3D morphingtechnology, law enforcement professionals can now sketch an accurate composite with 3D life-like features. 3D SketchArtist™ transforms ordinary sketchesinto rapidly evolving mock-ups that can be modified with a simple click of the mouse. Facial features, poses, expressions, and even lighting can be modifiedto reflect a witness description in mere seconds. 3D SketchArtist™ is user-friendly so that anyone can use it to render accurate composites of a suspect,quickly and easily. What once could only be performed by professional sketch artists can now be performed with minimal training. Our Industry The January 2015 issue of the Nilson Report shows that on a planet-wide basis, transactions at merchants on the leading payment cards rose to $187.3 billionin 2013, of which 43.7% were generated in the United States. In addition, it is estimated that there are approximately 180 million cardholders in the U.S. alone with each cardholder owning in excess of three paymentcards. Some experts believe that in the foreseeable future most people will have embraced and fully adopted the use of smart-device swiping for purchasesthey make, nearly eliminating the need for cash or credit cards. These experts feel that the explosive growth in the use of smartphones and other mobiledevices, combined with the convenience, security, and other affordances of mobile payments systems, makes these systems an obvious choice to replaceestablished modes of payment in day-to-day commerce. 2 Others who do not agree with this scenario say cash and credit cards will remain the dominant method of carrying out transactions in advanced countriesbecause the security implications raise too many concerns among consumers about the safety of their money. These consumers are also resistant to lettingtechnology companies learn even more about their personal purchasing habits. We believe that credit and debit card fraud will continue to be of concern to holders, even if the number of credit card holders/users continues to grow andwith it the number of credit card transactions. We believe there is a significant segment of this market that will be reluctant to use their smartphone for mobilepayments due to a variety of reasons including: limited battery life; dependency on wireless network coverage; and well publicized security threats. Rather than depend solely on a smart phone, our business plan is to develop a next generation electronic smart wallet. We believe that this constitutes uniquetechnology because it takes a very different approach relative to the current offerings: instead of replacing the wallet, our aim is to improve it. We believethat our Wocket™ wallet will reduce the number of cards to be carried in a consumer’s wallet while capable of supporting most payment methods currentlyavailable at Point-of-Sale (POS) retailers around the world including magnetic stripe, bar codes and QR codes and in the near future, Near FieldCommunications (NFC) all within a secure biometric vault. We believe that we can encourage individuals who are reluctant to use a smartphone for mobilepayments to utilize an electronic wallet based on the security offerings that we have embedded in this product. Each year approximately 12 million people in the United States are victims of identity theft and 44% of known causes of identity theft can be traced to a lostor stolen wallet or purse. We believe that Wocket™ can significantly reduce the incidence of identity theft by concealing the card holder’s personal information on a tamper proofsecure chip on the Wocket that can only be accessed by a voice biometric or PIN. Furthermore, the Wocket Card does not retain any information after the cardhas been swiped so, unlike the loss or theft of a wallet, the loss or theft of a Wocket or Wocket Card does not lead to a breach of personal information. According to International Data Corporation (“IDC”), the mobile phone market on a worldwide basis approximated 1.8 billion units in 2013. Of that amountsmart phones represent a large and growing segment of the market. Smart phones also typically serve as portable media players and camera phones with high-resolution touchscreen displays and web browsers that can access and properly display standard web pages, GPS navigation, Wi-Fi and mobile broadbandaccess. We believe that our MobileBio™ cell phone facial and voice recognition opportunity, once developed, will address a worldwide market of smart phonessales, which we believe is continuing to grow. We anticipate partnering with application providers on smartphones that have an interest in additional securityfor their particular application by using 3D or near 3D facial and/or voice recognition on their smartphone to gain access to a particular application; forexample, touchless payment applications, banking applications and securities trading applications. Other Uses for Facial Recognition Technology Biometric identifiers have long been used by governments and commercial enterprises to verify a person’s identity. Signatures are an example of a behavioralbiometric that has been used for centuries. With the advent of the photograph, the first paper-based physiological biometric technique was developed toverify a person’s identity. Photographs on passports and drivers licenses are obvious examples of early biometric features added to government-issuedidentity documents. On the other hand, law enforcement agencies have routinely used fingerprints to positively identify suspects of a crime. In the 1990s, the use of fingerprintsfor criminal systems entered the digital age when the FBI awarded a contract to a team of Martin Marietta, Sagem Morpho, and Calspan (later known as theLockheed Martin team) to build an electronic storage and search system that incorporated fingerprint files (or Integrated Automated FingerprintIdentification System - IAFIS), replacing the paper files. By capturing biometric information electronically and storing the files within a secure network forover 10 years, the U.S. government has been creating the foundation for greater use of biometrics in government and commercial activities. 3 However, terrorists and other criminals are now more capable of subverting traditional paper-based security measures through improved forgery andinformation-sharing technology and techniques. Furthermore, the evolution of the internet and the subsequent deviation from paper-based data storage andprocesses to electronic-based systems has opened the door to increased identity theft and other fraudulent activities within the commercial world. In order to address deficiencies in current security systems used, we intend to market products that can be used by both government and commercialconsumers as a viable, more powerful alternative to security measures currently being used by them. We believe that its products will contain the necessarysecurity solutions to cover both consumer preferences with MobileBio FaceMatch® and the Wocket™ and government and commercial needs with its 3Dfacial recognition access control products. Our Competition The markets for our products are extremely competitive and are characterized by rapid technological change as a result of technical developments exploitedby our competitors, changing technical needs of customers, and frequent introductions of new features. We expect competition to increase as other companiesintroduce products that are competitively priced, that may have increased performance or functionality, or that incorporate technological advances not yetdeveloped or implemented by us. Some of our present and potential competitors may have financial, marketing, and research resources substantially greaterthan ours. Competitors in the digital wallet marketplace include: Google Wallet - A mobile payment system developed by Google that allows its users to store debit cards, credit cards, loyalty cards, and gift cards amongother things, as well as redeeming sales promotions on their mobile phone. Apple Pay – A mobile payment service that lets certain Apple mobile devices make payments at the time of retail and online checkout. Paypal - A mobile service that can send money between other PayPal users and friends, track your balances, check in to pay from ones phone, and orderahead at restaurants. LoopPay – A mobile payment system that uses Magnetic Secure Transmission to broadcast a signal to a point of sale payment terminal. This company wasacquired by Samsung Electronics Co. in February 2015. All of the above products rely on the use of a smartphone. The fundamental competitive advantage of the Wocket is that it is not smartphone dependent andis as simple to use as the swipe of a credit card. It will work in situations where there is no cell phone signal or internet connectivity. In addition the Wocketfeatures biometric and other security features not available on a smartphone. Other Biometric Markets There are a number of suppliers of biometric products that deliver to the market place presently. One of the largest suppliers is L1 Identity Solutions (“L1”),which has primarily concentrated its prior efforts in the government and corporate sectors. L1 is a vertically integrated biometric solutions provider with alarge established base of business and it has well developed government marketing channels. L1 was sold to Safran in 2010. Another established supplier isCognitec, a German facial recognition company, with worldwide distribution. Google and Apple are developing facial recognition applications for smartphones. The Google app can currently be deceived by using a photograph of theuser. Apple is using a 2D to 3D conversion model which holds better promise but this is already a heavily patented area. Rather than competing directly against these well-established entities, we plan to develop and foster market niches that would serve affordable lower pricedretail consumer, small business biometric applications and end users not necessarily involved in large enterprise activities. We believe that our MobileBio™technology that we are developing is the key to differentiating our solutions to the end user by providing what we maintain is a true end-to-end securityoffering using our patent-pending dynamic pairing codes that dynamically utilize identifiers that uniquely identify the user, device, manufacturer, account,location, and session or transaction, the combination of which changes periodically in real-time among all points along the communication path so thatcommunication and data is protected 100% of the time. The biosensors that we are developing are intended to integrate with multiple devices, apps, users,operating systems, firmware, remote services and virtually any “entities” so that intercommunications with all entities, local or remote, are protected. One ofthe major areas of concern with facial recognition is user privacy with most companies utilizing private data for other marketing purposes. Our apps will notsell or share any personal information on the user. We plan to offer what we believe to be unique features that will include cloud-based identity and authentication MobileBio™ management services thatsecure biometric authentication across mobile devices, as well as a new, innovative Facial Recognition technology and a physical alternative to current e-wallets that are embedded in smartphones. 4 The value proposition that we plan to offer customers with our versatile, simple MobileBio™ technology is complete interoperability of sensors with mobileapplications and cloud-based services, which will secure the mobile money/m-commerce market by filling a versatility and flexibility gap in lacking withcurrent solutions. In order to compete effectively in this environment, our plan is to continually develop and market new and enhanced products at competitive prices, andhave the resources to invest in significant research and development activities. There is a risk that we may not be able to make the technological advancesnecessary to compete successfully. Existing and new competitors may enter or expand their efforts in our markets, or develop new products to competeagainst ours. Our competitors may develop new technologies or enhancements to existing products or introduce new products that will offer superior price orperformance features. New products or technologies may render our products obsolete. Many of our primary competitors are well-established companies thathave substantially greater financial, managerial, technical, marketing, personnel and other resources than we do. Our Business Strategy Against the backdrop of challenges with identification of individuals, more and more mobile phones are being used as a source of payment for goods andservices. We believe that worldwide mobile payment volume will continue to grow rapidly in the upcoming years. We intend to initially market the Wocket to technology minded consumers through direct sales via our website, social media and digital marketing towebsites and forums that the consumer may frequent. Thereafter we will expand our reach through distinct channel partners with widespread retaildistribution. At the same time we are also seeking partnerships with corporations and financial institutions that have an interest in fraud prevention. Weintend to leverage our encryption capabilities to these potential partners as well. Worldwide, government agencies, financial, corporate and industrial entities are investing a considerable amount of resources into improving securitysystems as a result of ongoing security breaches which accompany acts of terrorism, financial and resource thefts that dangerously expose flaws andweaknesses in today’s safety mechanisms. Badge or password-based authentication procedures are too easy to hack. Biometrics represents a viable and robustalternative but also has potential for drawbacks as well; for example, iris scanning, while very reliable is considered too intrusive; fingerprints are sociallyaccepted, but not applicable to non-consenting individuals and have proven to be fooled. Alternatively, facial recognition represents a good compromisebetween what’s socially acceptable and what’s reliable, even when operating under controlled conditions. We believe that facial recognition has emerged asone of the fastest growing technologies among the biometric technologies accepted worldwide. Facial recognition is applicable to both verification andidentification. In addition, it is the only biometric system that can routinely be used in a covert manner for surveillance of uncooperative individuals as aperson’s face is easily captured at a distance by video technology with or without consent. Based on our anecdotal analysis of certain macro trends, we believe that the world-wide facial recognition market for all applications of the technology growfor the foreseeable future as consumers come to understand and adapt biometric technologies as a preferred manner for security, particularly mobile security.We believe that 3D facial recognition technology will gain traction for access control and is already being used by organizations with a high traffic volumeto quickly, easily and securely authenticate users. Currently, 2D facial recognition is used primarily by law enforcement officials to identify someone bycomparing their 2D image against a large database of pictures, whereas 3D facial recognition is designed primarily for verification - to confirm that someoneis exactly whom they say they are. 3D face readers can also be used with PINs, access control cards and other biometric factors for multifactor authentication.3D face recognition is as fast and accurate as fingerprint technology and is ideal in situations where workers’ hands are full or dirty, or where employees weargloves or other applications where fingerprints would be inconvenient or difficult to obtain. Our plans call for the positioning of its products to have applications in markets as diverse as Military and Homeland Defense, Law Enforcement, Commercialand Consumer. For sales to the Department of Defense, we partnered with established Prime Contractors that have or are bidding for Contact vehicles through which salesmay be made. Our current Partners include Battelle Memorial Institute and Verizon Federal Systems. We currently plan for our sales to Law Enforcement Agencies to be made through distributors. Our management has several key relationships from pastengagements that it is pursuing. We intend to market the MobileBio VoiceMatch and FaceMatch® product to application providers on iPhone and Android devices that have a need toincreased security because of the nature of the application. To make potential buyers aware of the product the Company will use social networks, such asTwitter, Facebook and YouTube as well as traditional PR. Our Intellectual Property Our ability to compete effectively depends to a significant extent on our ability to protect our proprietary information. We currently rely and will continue torely primarily on patents and trade secret laws and confidentiality procedures to protect our intellectual property rights. We have filed two patents based onthe Wocket™ and Dynamic Pairing Codes (DPC) a proprietary method used by the Company to secure users, devices, accounts, locations and servers overany communication media by sharing key identifiers, including biometric-enabled identifiers, between end-points by passing dynamic pairing codes(random numbers) between end-points to establish sessions and/or transactions without exposing identifiers or keys. We are currently in the process ofapplying for our third patent on multi-factor voice authentication. 5 Subsequent to the acquisition of 3D-ID, we licensed sixteen (16) U.S. patents. We enter into confidentiality agreements with our consultants and keyemployees, and maintain control over access to and distribution of our technology, software and other proprietary information. The steps we have taken toprotect our technology may be inadequate to prevent others from using what we regard as our technology to compete with us. We do not generally conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by third parties. Inaddition, product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patent applicationspending, many of which are confidential when filed, with regard to similar technologies. We may face claims by third parties that our products or technology infringe their patents or other intellectual property rights in the future. Any claim ofinfringement could cause us to incur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of ourmanagement. If any of our products are found to violate third-party proprietary rights, we may be required to pay substantial damages. In addition, we may berequired to re-engineer our products or seek to obtain licenses from third parties to continue to offer our products. Any efforts to re-engineer our products orobtain licenses on commercially reasonable terms may not be successful, which would prevent us from selling our products, and in any case, couldsubstantially increase our costs and have a material adverse effect on our business, financial condition and results of operations. Licensed Patents Patent TitleSerial/Patent/Registration NumberMethod and Apparatus for High Resolution Three Dimensional Display6,064,423Omni-Directional CamerasD436,612High Speed Three Dimensional Imaging Method6,028,672Method and System for Three-Dimensional Imaging Using Light Pattern Having Multiple Sub-Patterns6,700,669Method And Apparatus for Omnidirectional Three Dimensional Imaging6,744,569Face Recognition System and Method7,221,809A System and a Method for Three-Dimensional Imaging Systems7,349,104Method and Apparatus for an Interactive Volumetric Three Dimensional Display7,098,872Face Recognition System and Method7,876,931Method and Apparatus for Omni-Directional Video Surveillance System7,940,299A System and a Method for a Smart Surveillance System7,358,498A High Speed Three Dimensional Imaging Method6,147,760Method And Apparatus for Modeling Via a Three-Dimensional Image Mosaic System6,819,318Method and System for a Three Dimensional Facial Recognition System7,804,997Method and Apparatus for Omni-Directional Three-Dimensional Imaging6,304,285Method and Apparatus for Generating Structural Pattern Illumination6,937,348 Corporate Information History We were incorporated in the state of Delaware on February 8, 2012. We are a technology company with particular core competencies in biometrics thatis targeting the growing m-commerce market with our innovative MobileBio™ suite of biometric solutions that are intended to secure mobile platforms. OurMobileBio™ solutions are intended to provide distinct advantages within these markets by filling a gap left by traditional biometric solutions that either arephysically integrated and thus, not flexible or versatile, or provide poor interoperability between different mobile devices and insecure remote services. TheCompany also plans to serve the access control and law enforcement facial recognition markets. 6 Effective June 25, 2012, the Company acquired 100% of the membership interests in 3D-ID, LLC (“3D-ID”), a limited liability company formed in Florida inFebruary 2011 and owned by the Company’s founders. Since this was a transaction between entities under common control, in accordance with AccountingStandards Codification (“ASC”) 805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carrying amounts in the accounts of Nxt-IDon the date that 3D-ID was organized, February 14, 2011. Gino M. Pereira and David Tunnell, the founders of Nxt-ID, were an integral part of the senior management teams at Technest Holdings, an OTC BulletinBoard public company, and its subsidiary Genex Technologies. Genex Technologies was founded in 1995 to develop and commercialize the uniqueRainbow® method of capturing 3D data. Since its founding Genex has developed into one of the market leaders in advanced imaging, including 3D and 360-degree technologies. Genex has developed innovative technologies and products for all aspects of imaging, including capture, processing, display, and enhancement. Genex’sproducts range from 3D cameras to surveillance algorithms to integrated facial recognition systems. Genex and Technest have won awards from the Department of Defense, National Institutes of Health (“NIH”), National Institute of Standards and Technology(“NIST”) and National Science Foundation (“NSF”) amounting to over $30 million in support of this technology. Nxt-ID has licensed all the Technest/Genex technology (exclusively in Federal, State and Municipal applications) through the acquisition of 3D-ID toprovide a product portfolio and a strong technical foundation for its further development efforts. In addition, Nxt-ID has also licensed on a non-exclusive basis, distribution, manufacturing rights and know-how from Geometrix, a leading 3D imagingcompany using a different technical approach to Technest. This technology performed very favorably at the Face Recognition Vendor Test conducted byNIST. In addition, the Company has also licensed on a non-exclusive basis, distribution, manufacturing rights and technical know-how from Animetrics, aninnovative facial biometric and forensics company. Nxt-ID also has key scientific and engineering personnel that have had key roles in the development of these technologies and have an important intellectualknowledge base that the Company intends to leverage. Other Our principal executive offices are located at 288 Christian Street, Oxford, CT 06478, and our telephone number is (203) 266-2103. Our website addressis www.nxt-id.com. The information contained therein or connected thereto shall not be deemed to be incorporated into this Report. The information on ourwebsite is not part of this Report. We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act. We will remain an emerging growthcompany for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our annual gross revenue exceed $1 billion, (ii) the date thatwe become a ‘‘large accelerated filer’’ as defined in Rule 12b-2 under the Exchange Act, which would occur if the market value of our common stock that isheld by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we haveissued more than $1 billion in non-convertible debt during the preceding three-year period. Pursuant to Section 102 of the JOBS Act, we have providedreduced executive compensation disclosure and have omitted a compensation discussion and analysis from this Report. Pursuant to Section 107 of the JOBSAct, we have elected to utilize the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revisedaccounting standards. Employees As of December 31, 2014, we had a total of 16 full-time employees, 9 in product engineering, 3 in finance and administration and 4 in customer service andproduct fulfillment. None of our employees is represented by a collective bargaining agreement, nor have we experienced any work stoppage. We considerour relations with our employees to be good. Our future success depends on our continuing ability to attract and retain highly qualified engineers, graphicdesigners, computer scientists, sales and marketing and senior management personnel. In addition, we have independent contractors whose services we areusing on an as-needed basis to assist with the engineering and design of our products. 7 Item 1A.Risk Factors Our business, financial condition and operating results are subject to a number of risk factors, both those that are known to us and identified below and othersthat may arise from time to time. These risk factors could cause our actual results to differ materially from those suggested by forward-looking statements inthis report and elsewhere, and may adversely affect our business, financial condition or operating results. If any of those risk factors should occur, moreover,the trading price of our securities could decline, and investors in our securities could lose all or part of their investment in our securities. These risk factorsshould be carefully considered in evaluating our prospects. Risks Relating to our Business We are uncertain of our ability to continue as a going concern, indicating the possibility that we may not be able to operate in the future. To date, we have completed only the initial stages of our business plan and we can provide no assurance that we will be able to generate a sufficient amountof revenue, if at all, from our business in order to achieve profitability. It is not possible for us to predict at this time the potential success of our business. Therevenue and income potential of our proposed business and operations are currently unknown. If we cannot continue as a viable entity, you may lose some orall of your investment in our Company. The Company is an early stage entity and has incurred net losses of $7,076,609 for the year ended December 31, 2014. As of December 31, 2014, theCompany had cash and stockholders’ equity of $2,201,287 and $2,735,344, respectively. At December 31, 2014, the Company had working capital of$2,579,121. Our ability to continue as a going concern is contingent upon, among other factors, our ability to raise additional cash from equity financings,secure debt financing, and/or generate revenue from the sales of our products. We cannot provide any assurance that we will be able to raise additionalcapital. If we are unable to secure additional capital, we may be required to curtail our research and development initiatives and take additional measures toreduce costs in order to conserve our cash in amounts sufficient to sustain operations and meet our obligations. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt about our ability to continueas a going concern. Because we are an early stage company, we expect to incur significant additional operating losses. The Company is an early stage entity. The amount of future losses and when, if ever, we will achieve profitability are uncertain. Our current products have notgenerated significant commercial revenue for our Company and there can be no guarantee that we can generate sufficient revenues from the commercial saleof our products in the near future to fund our ongoing capital needs. We have a limited operating history upon which you can gauge our ability to obtain profitability. We have a limited operating history and our business and prospects must be considered in light of the risks and uncertainties to which early stage companiesare exposed. We cannot provide assurances that our business strategy will be successful or that we will successfully address those risks and the risks describedherein. Most important, if we are unable to secure future capital, we may be unable to continue our operations. We may incur losses on a quarterly or annualbasis for a number of reasons, some of which may be outside our control. If we cannot obtain additional capital required to finance our research and development efforts, our business may suffer and you may lose the value ofyour investment. We may require additional funds to further execute our business plan and expand our business. If we are unable to obtain additional capital when needed, wemay have to restructure our business or delay or abandon our development and expansion plans. If this occurs, you may lose part or all of your investment.We will have ongoing capital needs as we expand our business. If we raise additional funds through the sale of equity or convertible securities, yourownership percentage of our common stock will be reduced. In addition, these transactions may dilute the value of our common stock. We may have to issuesecurities that have rights, preferences and privileges senior to our common stock. The terms of any additional indebtedness may include restrictive financialand operating covenants that would limit our ability to compete and expand. There can be no assurance that we will be able to obtain the additionalfinancing we may need to fund our business, or that such financing will be available on terms acceptable to us. 8 We face intense competition in our market, especially from larger, well-established companies, and we may lack sufficient financial or other resources tomaintain or improve our competitive position. A number of other companies engage in the business of developing applications for facial recognition for access control. The market for biometric securityproducts is intensely competitive, and we expect competition to increase in the future from established competitors and new market entrants. Our currentcompetitors include both emerging or developmental stage companies such as ourselves as well as larger companies. Many of our existing competitors have,and some of our potential competitors could have, substantial competitive advantages such as: ●Greater name recognition and longer operating histories;●Larger sales and marketing budgets and resources;●Broader distribution and established relationships with distribution partners and end-customers;●Greater customer support resources;●Greater resources to make acquisitions;●Larger and more mature intellectual property portfolios; and●Substantially greater financial, technical, and other resources. In addition, some of our larger competitors have substantially broader product offerings and leverage their relationships based on other products orincorporate functionality into existing products to gain business in a manner that discourages users from purchasing our products, including through sellingat zero or negative margins, product bundling, or closed technology platforms. Conditions in our market could change rapidly and significantly as a result oftechnological advancements, partnering by our competitors or continuing market consolidation. New start-up companies that innovate and large competitorsthat are making significant investments in research and development may invent similar or superior products and technologies that compete with ourproducts and technology. Our current and potential competitors may also establish cooperative relationships among themselves or with third parties that mayfurther enhance their resources. Our markets are subject to technological change and our success depends on our ability to develop and introduce new products. Each of the governmental and commercial markets for our products is characterized by: ●Changing technologies;●Changing customer needs;●Frequent new product introductions and enhancements;●Increased integration with other functions; and●Product obsolescence. Our success will be dependent in part on the design and development of new products. To develop new products and designs for our target markets, we mustdevelop, gain access to and use leading technologies in a cost-effective and timely manner and continue to expand our technical and design expertise. Theproduct development process is time-consuming and costly, and there can be no assurance that product development will be successfully completed, thatnecessary regulatory clearances or approvals will be granted on a timely basis, or at all, or that the potential products will achieve market acceptance. Ourfailure to develop, obtain necessary regulatory clearances or approvals for, or successfully market potential new products could have a material adverse effecton our business, financial condition and results of operations. Claims by others that we infringe their intellectual property rights could increase our expenses and delay the development of our business. As a result, ourbusiness and financial condition could be harmed. Our industries are characterized by the existence of a large number of patents as well as frequent claims and related litigation regarding patent and otherintellectual property rights. We cannot be certain that our products do not and will not infringe issued patents, patents that may be issued in the future, orother intellectual property rights of others. We do not have the resources to conduct exhaustive patent searches to determine whether the technology used in our products infringes patents held by thirdparties. In addition, product development is inherently uncertain in a rapidly evolving technological environment in which there may be numerous patentapplications pending, many of which are confidential when filed, with regard to similar technologies. We may face claims by third parties that our products or technology infringe their patents or other intellectual property rights. Any claim of infringementcould cause us to incur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of our management. If anyof our products are found to violate third-party proprietary rights, we may be required to pay substantial damages. In addition, we may be required to re-engineer our products or obtain licenses from third parties to continue to offer our products. Any efforts to re-engineer our products or obtain licenses oncommercially reasonable terms may not be successful, which would prevent us from selling our products, and, in any case, could substantially increase ourcosts and have a material adverse effect on our business, financial condition and results of operations. 9 We may not be able to protect our intellectual property rights adequately. Our ability to compete for government contracts is affected, in part, by our ability to protect our intellectual property rights. We rely on a combination ofpatents, trademarks, copyrights, trade secrets, confidentiality procedures and non-disclosure and licensing arrangements to protect our intellectual propertyrights. Despite these efforts, we cannot be certain that the steps we take to protect our proprietary information will be adequate to prevent misappropriation ofour technology or protect that proprietary information. The validity and breadth of claims in technology patents involve complex legal and factual questionsand, therefore, may be highly uncertain. Nor can we assure you that, if challenged, our patents will be found to be valid or enforceable, or that the patents ofothers will not have an adverse effect on our ability to do business. In addition, the enforcement of laws protecting intellectual property may be inadequate toprotect our technology and proprietary information. We may not have the resources to assert or protect our rights to our patents and other intellectual property. Any litigation or proceedings relating to ourintellectual property, whether or not meritorious, will be costly and may divert the efforts and attention of our management and technical personnel. We also rely on other unpatented proprietary technology, trade secrets and know-how and no assurance can be given that others will not independentlydevelop substantially equivalent proprietary technology, techniques or processes, that such technology or know-how will not be disclosed or that we canmeaningfully protect our rights to such unpatented proprietary technology, trade secrets, or know-how. Although intend to enter into non-disclosureagreements with our employees and consultants, there can be no assurance that such non-disclosure agreements will provide adequate protection for our tradesecrets or other proprietary know-how. Our success will depend, in part, on our ability to obtain new patents. To date, we have licensed sixteen (16) United States patents and our success will depend, in part, on our ability to obtain patent and trade secret protectionfor proprietary technology that we currently possess or that we may develop in the future. No assurance can be given that any pending or future patentapplications will issue as patents, that the scope of any patent protection obtained will be sufficient to exclude competitors or provide competitiveadvantages to us, that any of our patents will be held valid if subsequently challenged or that others will not claim rights in or ownership of the patents andother proprietary rights held by us. Furthermore, there can be no assurance that our competitors have not or will not independently develop technology, processes or products that aresubstantially similar or superior to ours, or that they will not duplicate any of our products or design around any patents issued or that may be issued in thefuture to us. In addition, whether or not patents are issued to us, others may hold or receive patents which contain claims having a scope that covers productsor processes developed by us. We may not have the resources to adequately defend any patent infringement litigation or proceedings. Any such litigation or proceedings, whether or notdetermined in our favor or settled by us, is costly and may divert the efforts and attention of our management and technical personnel. In addition, we may berequired to obtain licenses to patents or proprietary rights from third parties. There can be no assurance that such licenses will be available on acceptableterms if at all. If we do not obtain required licenses, we could encounter delays in product development or find that the development, manufacture or sale ofproducts requiring such licenses could be foreclosed. Accordingly, challenges to our intellectual property, whether or not ultimately successful, could have amaterial adverse effect on our business and results of operations. We rely on a third party for licenses relating to a critical component of our technology. The failure of such licensor would materially and adversely affectour business and product offerings. We currently license technology for a critical component of our current product offerings from a third party. The third party’s independent registered publicaccounting firm included an explanatory paragraph in its audit report as it relates to the third party’s ability to continue as a going concern in its recentfinancial statement. In the event that our licensor were to fail, it could impact our license arrangement and impede our ability to further commercialize ourtechnology. In the event we were to lose our license or our license were to be renegotiated as a result of our licensor’s failure, our ability to manage ourbusiness would suffer and it would significantly harm our business, operating results and financial condition. Our future success depends on the continued service of management, engineering and sales personnel and our ability to identify, hire and retain additionalpersonnel. Our success depends, to a significant extent, upon the efforts and abilities of members of senior management. We have entered into an employment agreementwith our Chief Executive Officer, but have not entered into an employment agreement with our Chief Financial officer or Chief Technology Officer and wehave no current plans to use employment agreements as a tool to attract and retain new hires that we may make of key personnel in the future. The loss of theservices of one or more of our senior management or other key employees could adversely affect our business. We currently maintain a key person lifeinsurance policy on our Chief Executive Officer only. There is intense competition for qualified employees in our industry, particularly for highly skilled design, applications, engineering and sales people. Wemay not be able to continue to attract and retain developers, managers, or other qualified personnel necessary for the development of our business or toreplace qualified individuals who may leave us at any time in the future. Our anticipated growth is expected to place increased demands on our resources, andwill likely require the addition of new management and engineering staff as well as the development of additional expertise by existing managementemployees. If we lose the services of or fail to recruit engineers or other technical and management personnel, our business could be harmed. 10 The requirements of being a public company may strain our resources and divert management’s attention. As a public company, we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-OxleyAct of 2002, the Dodd-Frank Act and other applicable securities rules and regulations. Compliance with these rules and regulations will increase our legaland financial compliance costs, make some activities more difficult, time-consuming, or costly, and increase demand on our systems and resources. TheExchange Act requires, among other things, that we file annual and current reports with respect to our business and operating results. As a result of disclosure of information in this prospectus and in filings required of a public company, our business and financial condition is more visible,which we believe may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, our business andoperating results could be harmed, and even if the claims do not result in litigation or are resolved in our favor, these claims, and the time and resourcesnecessary to resolve them, could divert resources of our management and harm our business and operating results. Periods of rapid growth and expansion could place a significant strain on our resources, including our employee base, which could negatively impact ouroperating results. We may experience periods of rapid growth and expansion, which may place significant strain and demands on our management, our operational andfinancial resources, customer operations, research and development, marketing and sales, administrative, and other resources. To manage our possible futuregrowth effectively, we will be required to continue to improve our management, operational and financial systems. Future growth would also require us tosuccessfully hire, train, motivate and manage our employees. In addition, our continued growth and the evolution of our business plan will require significantadditional management, technical and administrative resources. If we are unable to manage our growth successfully we may not be able to effectively managethe growth and evolution of our current business and our operating results could suffer. We depend on contract manufacturers, and our production and products could be harmed if it is unable to meet our volume and quality requirements andalternative sources are not available. We rely on contract manufacturers to provide manufacturing services for our products. If these services become unavailable, we would be required to identifyand enter into an agreement with a new contract manufacturer or take the manufacturing in-house. The loss of our contract manufacturers could significantlydisrupt production as well as increase the cost of production, thereby increasing the prices of our products. These changes could have a material adverseeffect on our business and results of operations. Our insiders and affiliated parties beneficially own a significant portion of our stock. As of the date of hereof, our executive officers, directors, and affiliated parties beneficially own approximately 72.3% of our common stock. As a result, ourexecutive officers, directors and affiliated parties will have significant influence to: ●Elect or defeat the election of our directors;●Amend or prevent amendment of our certificate of incorporation or bylaws;●Effect or prevent a merger, sale of assets or other corporate transaction; and●Affect the outcome of any other matter submitted to the stockholders for vote. In addition, any sale of a significant amount of our common stock held by our directors and executive officers, or the possibility of such sales, couldadversely affect the market price of our common stock. Management’s stock ownership may discourage a potential acquirer from making a tender offer orotherwise attempting to obtain control of us, which in turn could reduce our stock price or prevent our stockholders from realizing any gains from ourcommon stock. We are presently a small company with limited resources and personnel to establish a comprehensive system of internal controls. If we fail to maintain aneffective system of internal controls, we would not be able to accurately report our financial results or prevent fraud. As a result, current and potentialstockholders could lose confidence in our financial reporting, which would harm our business and the trading price of our stock. Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. If we cannot provide reliable financialreports or prevent fraud, our brand and operating results would be harmed. We may in the future discover areas of our internal controls that needimprovement. For example, because of size and limited resources, our external auditors may determine that we lack the personnel and infrastructure necessaryto properly carry out an independent audit function. Although we believe that we have adequate internal controls for a company with our size and resources,we are not certain that the measures that we have in place will ensure that we implement and maintain adequate controls over our financial processes andreporting in the future. Any failure to implement required new or improved controls, or difficulties encountered in their implementation, would harm ouroperating results or cause us to fail to meet our reporting obligations. Inferior internal controls would also cause investors to lose confidence in our reportedfinancial information, which would have a negative effect on our company and, if a public market develops for our securities, the trading price of our stock. Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reportingis a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordancewith U.S. generally accepted accounting principles. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financialreporting, such that there is a reasonable possibility that a material misstatement of annual or interim financial statements will not be prevented or detectedon a timely basis. 11 If we do not effectively manage changes in our business, these changes could place a significant strain on our management and operations. Our ability to grow successfully requires an effective planning and management process. The expansion and growth of our business could place a significantstrain on our management systems, infrastructure and other resources. To manage our growth successfully, we must continue to improve and expand oursystems and infrastructure in a timely and efficient manner. Our controls, systems, procedures and resources may not be adequate to support a changing andgrowing company. If our management fails to respond effectively to changes and growth in our business, including acquisitions, this could have a materialadverse effect on the Company’s business, financial condition, results of operations and future prospects. We are an emerging growth company within the meaning of the Securities Act, and if we decide to take advantage of certain exemptions from variousreporting requirements applicable to emerging growth companies, our common stock could be less attractive to investors. We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long as we continue to be an emerginggrowth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public companies that are notemerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act,reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements ofholding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Wecould be an emerging growth company for up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than$1 billion in non-convertible debt in a three year period, or if the market value of our common stock held by non-affiliates exceeds $700 million as of the lastbusiness day of our most recently completed second fiscal quarter, in which case we would no longer be an emerging growth company as of the followingDecember 31. We cannot predict if investors will find our common stock less attractive because we may rely on these exemptions. If some investors find ourcommon stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile. Under the JOBS Act, emerging growth companies may also delay adopting new or revised accounting standards until such time as those standards apply toprivate companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will besubject to the same new or revised accounting standards as other public companies that are not emerging growth companies. We may not be able to access the equity or credit markets. We face the risk that we may not be able to access various capital sources including investors, lenders, or suppliers. Failure to access the equity or creditmarkets from any of these sources could have a material adverse effect on the Company’s business, financial condition, results of operations, and futureprospects. Persistent global economic trends could adversely affect our business, liquidity and financial results. Although improving, persistent global economic conditions, particularly the scarcity of capital available to smaller businesses, could adversely affect us,primarily through limiting our access to capital and disrupting our clients’ businesses. In addition, continuation or worsening of general market conditionsin economies important to our businesses may adversely affect our clients’ level of spending and ability to obtain financing, leading to us being unable togenerate the levels of sales that we require. Current and continued disruption of financial markets could have a material adverse effect on the Company’sbusiness, financial condition, results of operations and future prospects. We may seek or need to raise additional funds. Our ability to obtain financing for general corporate and commercial purposes or acquisitions depends onoperating and financial performance, and is also subject to prevailing economic conditions and to financial, business and other factors beyond our control.The global credit markets and the financial services industry have been experiencing a period of unprecedented turmoil characterized by the bankruptcy,failure or sale of various financial institutions. An unprecedented level of intervention from the U.S. and other governments has been seen. As a result of suchdisruption, our ability to raise capital may be severely restricted and the cost of raising capital through such markets or privately may increase significantly ata time when we would like, or need, to do so. Either of these events could have an impact on our flexibility to fund our business operations, make capitalexpenditures, pursue additional expansion or acquisition opportunities, or make another discretionary use of cash and could adversely impact our financialresults. 12 Although recent trends point to continuing improvements, there is still lingering volatility and uncertainty. A change or disruption in the global financialmarkets for any reason may cause consumers, businesses and governments to defer purchases in response to tighter credit, decreased cash availability anddeclining consumer confidence. Accordingly, demand for our products could decrease and differ materially from their current expectations. Further, some ofour customers may require substantial financing in order to fund their operations and make purchases from us. The inability of these customers to obtainsufficient credit to finance purchases of our products and meet their payment obligations to us or possible insolvencies of our customers could result indecreased customer demand, an impaired ability for us to collect on outstanding accounts receivable, significant delays in accounts receivable payments, andsignificant write-offs of accounts receivable, each of which could adversely impact our financial results. Risks Related to Our Biometric Recognition Applications and Related Products Our biometric products and technologies may not be accepted by the intended commercial consumers of our products, which could harm our futurefinancial performance. There can be no assurance that our biometric systems will achieve wide acceptance by commercial consumers of such security-based products, and marketacceptance generally. The degree of market acceptance for products and services based on our technology will also depend upon a number of factors,including the receipt and timing of regulatory approvals, if any, and the establishment and demonstration of the ability of our proposed device to provide thelevel of security in an efficient manner and at a reasonable cost. Our failure to develop a commercial product to compete successfully with existing securitytechnologies could delay, limit or prevent market acceptance. Moreover, the market for new biometric-based security systems is largely undeveloped, and webelieve that the overall demand for mobile biometric-based security systems technology will depend significantly upon public perception of the need forsuch a level of security. There can be no assurance that the public will believe that our level of security is necessary or that private-industry will activelypursue our technology as a means to solve their security issues. Long-term market acceptance of our products and services will depend, in part, on thecapabilities, operating features and price of our products and technologies as compared to those of other available products and services. As a result, there canbe no assurance that currently available products, or products under development for commercialization, will be able to achieve market penetration, revenuegrowth or profitability. 13 Our biometric applications may become obsolete if we do not effectively respond to rapid technological change on a timely basis. The biometric identification and personal identification industries are characterized by rapid technological change, frequent new product innovations,changes in customer requirements and expectations and evolving industry standards. If we are unable to keep pace with these changes, our business may beharmed. Products using new technologies, or emerging industry standards, could make our technologies less attractive. If addition, we may face unforeseenproblems when developing our products, which could harm our business. Furthermore, our competitors may have access to technologies not available to us,which may enable them to produce products of greater interest to consumers or at a more competitive cost. Our biometric applications are new and our business model is evolving. Because of the new and evolving nature of biometric technology, it is difficult topredict the size of this specialized market, the rate at which the market for our biometric applications will grow or be accepted, if at all, or whether otherbiometric technologies will render our applications less competitive or obsolete. If the market for our biometric applications fails to develop or grows slowerthan anticipated, we would be significantly and materially adversely affected. If our products and services do not achieve market acceptance, we may never have significant revenues or any profits. If we are unable to operate our business as contemplated by our business model or if the assumptions underlying our business model prove to be unfounded,we could fail to achieve our revenue and earnings goals within the time we have projected, or at all, which would have a detrimental effect on our business. As a result, the value of your investment could be significantly reduced or completely lost. We may in the future experience competition from other biometric application developers. Competition in the development of biometric recognition is expected to become more intense. Competitors range from university-based research anddevelopment graphics labs to development-stage companies and major domestic and international companies. Many of these entities have financial,technical, marketing, sales, distribution and other resources significantly greater than those of our company. There can be no assurance that we can continueto develop our biometric technologies or that present or future competitors will not develop technologies that render our biometric applications obsolete orless marketable or that we will be able to introduce new products and product enhancements that are competitive with other products marketed by industryparticipants. We may fail to create new applications for our products and enter new markets, which would have an adverse effect on our operations, financial conditionand prospects. Our future success depends in part on our ability to develop and market our technology for applications other than those currently intended. If we fail in thesegoals, our business strategy and ability to generate revenues and cash flow would be significantly impaired. We intend to expend significant resources todevelop new technology, but the successful development of new technology cannot be predicted and we cannot guarantee we will succeed in these goals. 14 Our products may have defects, which could damage our reputation, decrease market acceptance of our products, cause us to lose customers and revenueand result in costly litigation or liability. Our products may contain defects for many reasons, including defective design or manufacture, defective material or software interoperability issues.Products as complex as those we offer, frequently develop or contain undetected defects or errors. Despite testing defects or errors may arise in our existing ornew products, which could result in loss of revenue, market share, failure to achieve market acceptance, diversion of development resources, injury to ourreputation, and increased service and maintenance cost. Defects or errors in our products and solutions might discourage customers from purchasing futureproducts. Often, these defects are not detected until after the products have been shipped. If any of our products contain defects or perceived defects or havereliability, quality or compatibility problems or perceived problems, our reputation might be damaged significantly, we could lose or experience a delay inmarket acceptance of the affected product or products and might be unable to retain existing customers or attract new customers. In addition, these defectscould interrupt or delay sales. In the event of an actual or perceived defect or other problem, we may need to invest significant capital, technical, managerialand other resources to investigate and correct the potential defect or problem and potentially divert these resources from other development efforts. If we areunable to provide a solution to the potential defect or problem that is acceptable to our customers, we may be required to incur substantial product recall,repair and replacement and even litigation costs. These costs could have a material adverse effect on our business and operating results. We will provide warranties on certain product sales and allowances for estimated warranty costs are recorded during the period of sale. The determination ofsuch allowances requires us to make estimates of product return rates and expected costs to repair or to replace the products under warranty. We will establishwarranty reserves based on our best estimates of warranty costs for each product line combined with liability estimates based on the prior twelve months’sales activities. If actual return rates and/or repair and replacement costs differ significantly from our estimates, adjustments to recognize additional cost ofsales may be required in future periods. In addition, because our customers rely on secure authentication and identification of cardholder to preventunauthorized access to programs, PC’s, networks, or facilities, a malfunction of or design defect in its products (or even a perceived defect) could result inlegal or warranty claims against us for damages resulting from security breaches. If such claims are adversely decided against us, the potential liability couldbe substantial and have a material adverse effect on our business and operating results. Furthermore, the possible publicity associated with any such claim,whether or not decided against us, could adversely affect our reputation. In addition, a well-publicized security breach involving smart card-based or othersecurity systems could adversely affect the market’s perception of products like ours in general, or our products in particular, regardless of whether the breachis actual or attributable to our products. Any of the foregoing events could cause demand for our products to decline, which would cause its business andoperating results to suffer. Risks Related to our Securities The market price for our common shares is particularly volatile given our status as a relatively unknown company with a small and thinly traded publicfloat, and lack of profits, which could lead to wide fluctuations in our share price. You may be unable to sell your common shares at or above yourpurchase price, which may result in substantial losses to you. The market for our common shares is characterized by significant price volatility when compared to the shares of larger, more established companies thattrade on a national securities exchange and have large public floats, and we expect that our share price will continue to be more volatile than the shares ofsuch larger, more established companies for the indefinite future. The volatility in our share price is attributable to a number of factors. First, as noted above,our common shares are, compared to the shares of such larger, more established companies, sporadically and thinly traded. The price for our shares could, forexample, decline precipitously in the event that a large number of our common shares are sold on the market without commensurate demand. Secondly, weare a speculative or “risky” investment due to our lack of profits to date. As a consequence of this enhanced risk, more risk-adverse investors may, under thefear of losing all or most of their investment in the event of negative news or lack of progress, be more inclined to sell their shares on the market more quicklyand at greater discounts than would be the case with the stock of a larger, more established company that trades on a national securities exchange and has alarge public float. Many of these factors are beyond our control and may decrease the market price of our common shares, regardless of our operatingperformance. If we are not able to comply with the applicable continued listing requirements or standards of the NASDAQ Capital Market, NASDAQ could delist ourcommon stock. Our common stock is currently listed on the NASDAQ Capital Market. In order to maintain that listing, we must satisfy minimum financial and othercontinued listing requirements and standards, including those regarding director independence and independent committee requirements, minimumstockholders’ equity, minimum share price, and certain corporate governance requirements. There can be no assurances that we will be able to comply withthe applicable listing standards. In the event that our common stock is delisted from the NASDAQ Capital Market and is not eligible for quotation on another market or exchange, trading ofour common stock could be conducted in the over-the-counter market or on an electronic bulletin board established for unlisted securities such as the PinkSheets or the OTC Bulletin Board. In such event, it could become more difficult to dispose of, or obtain accurate price quotations for, our common stock, andthere would likely also be a reduction in our coverage by securities analysts and the news media, which could cause the price of our common stock to declinefurther. Also, it may be difficult for us to raise additional capital if we are not listed on a major exchange. 15 In the event that our common stock is delisted from NASDAQ, U.S. broker-dealers may be discouraged from effecting transactions in shares of our commonstock because they may be considered penny stocks and thus be subject to the penny stock rules. The Securities and Exchange Commission (“SEC”) has adopted a number of rules to regulate “penny stock” that restrict transactions involving stock which isdeemed to be penny stock. Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3, 15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and ExchangeAct of 1934, as amended (the “Exchange Act”). These rules may have the effect of reducing the liquidity of penny stocks. “Penny stocks” generally areequity securities with a price of less than $5.00 per share (other than securities registered on certain national securities exchanges or quoted on the NASDAQStock Market if current price and volume information with respect to transactions in such securities is provided by the exchange or system). Our shares ofcommon stock have in the past constituted, and may again in the future constitute, “penny stock” within the meaning of the rules. The additional salespractice and disclosure requirements imposed upon U.S. broker-dealers may discourage such broker-dealers from effecting transactions in shares of ourcommon stock, which could severely limit the market liquidity of such shares of common stock and impede their sale in the secondary market. A U.S. broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth inexcess of $1,000,000 or an annual income exceeding $200,000, or $300,000 together with his or her spouse) must make a special suitability determinationfor the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwiseexempt. In addition, the “penny stock” regulations require the U.S. broker-dealer to deliver, prior to any transaction involving a “penny stock”, a disclosureschedule prepared in accordance with SEC standards relating to the “penny stock” market, unless the broker-dealer or the transaction is otherwise exempt. AU.S. broker-dealer is also required to disclose commissions payable to the U.S. broker-dealer and the registered representative and current quotations for thesecurities. Finally, a U.S. broker-dealer is required to submit monthly statements disclosing recent price information with respect to the “penny stock” held ina customer’s account and information with respect to the limited market in “penny stocks”. Stockholders should be aware that, according to the SEC, the market for “penny stocks” has suffered in recent years from patterns of fraud and abuse. Suchpatterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation ofprices through prearranged matching of purchases and sales and false and misleading press releases; (iii) “boiler room” practices involving high-pressuresales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differentials and markups by sellingbroker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level,resulting in investor losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not expect tobe in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management will strive within the confines ofpractical limitations to prevent the described patterns from being established with respect to our securities. If and when a larger trading market for our common stock develops, the market price of our common stock is still likely to be highly volatile and subject towide fluctuations, and you may be unable to resell your shares at or above the price at which you acquired them. The market price of our common stock is likely to be highly volatile and could be subject to wide fluctuations in response to a number of factors that arebeyond our control, including, but not limited to: ●Variations in our revenues and operating expenses;●Actual or anticipated changes in the estimates of our operating results or changes in stock market analyst recommendations regarding ourcommon stock, other comparable companies or our industry generally;●Market conditions in our industry, the industries of our customers and the economy as a whole;●Actual or expected changes in our growth rates or our competitors’ growth rates;●Developments in the financial markets and worldwide or regional economies;●Announcements of innovations or new products or services by us or our competitors;●Announcements by the government relating to regulations that govern our industry;●Sales of our common stock or other securities by us or in the open market; and●Changes in the market valuations of other comparable companies. In addition, if the market for technology stocks or the stock market in general experiences loss of investor confidence, the trading price of our common stockcould decline for reasons unrelated to our business, financial condition or operating results. The trading price of our shares might also decline in reaction toevents that affect other companies in our industry, even if these events do not directly affect us. Each of these factors, among others, could harm the value ofyour investment in our common stock. In the past, following periods of volatility in the market, securities class-action litigation has often been institutedagainst companies. Such litigation, if instituted against us, could result in substantial costs and diversion of management’s attention and resources, whichcould materially and adversely affect our business, operating results and financial condition. We do not anticipate paying dividends in the foreseeable future; you should not buy our stock if you expect dividends. The payment of dividends on our common stock will depend on earnings, financial condition and other business and economic factors affecting us at suchtime as our board of directors may consider relevant. If we do not pay dividends, our common stock may be less valuable because a return on yourinvestment will only occur if our stock price appreciates. We currently intend to retain our future earnings to support operations and to finance expansion and, therefore, we do not anticipate paying any cashdividends on our common stock in the foreseeable future. 16 You may experience additional dilution in the future. We may acquire other technologies or finance strategic alliances by issuing equity, which may result in additional dilution to our stockholders. We could issue “blank check” preferred stock without stockholder approval with the effect of diluting then current stockholder interests and impairingtheir voting rights; and provisions in our charter documents could discourage a takeover that stockholders may consider favorable. Our certificate of incorporation authorizes the issuance of up to 10,000,000 shares of “blank check” preferred stock with designations, rights and preferencesas may be determined from time to time by our board of directors. Our board of directors is empowered, without stockholder approval, to issue a series ofpreferred stock with dividend, liquidation, conversion, voting or other rights which could dilute the interest of, or impair the voting power of, our commonstockholders. The issuance of a series of preferred stock could be used as a method of discouraging, delaying or preventing a change in control. For example,it would be possible for our board of directors to issue preferred stock with voting or other rights or preferences that could impede the success of any attemptto change control of our company. Financial Industry Regulatory Authority (“FINRA”) sales practice requirements may limit a stockholder’s ability to buy and sell our stock. FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that theinvestment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers mustmake reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Underinterpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for certain customers.FINRA requirements will likely make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may have theeffect of reducing the level of trading activity in our common stock. As a result, fewer broker-dealers may be willing to make a market in our common stock,reducing a stockholder’s ability to resell shares of our common stock. 17 Item 1B.Unresolved Staff Comments. Not applicable. Item 2.Properties. Properties Our principal executive offices are located in Oxford, Connecticut. On September 12, 2014, the Company entered into a lease agreement for this office space.The lease term commenced on October 1, 2014 and the lease term is for two years with a monthly rent of $2,300 in the first year, increasing to $2,450 permonth in the second year. On October 3, 2014, the Company entered into a lease agreement for customer service and warehouse space in Melbourne, Florida.The lease term commences on January 1, 2015. The term of the lease is for three years with a monthly rent of $6,395 which includes the base rent, an escrowfor taxes and insurance, common area maintenance charges and applicable sales tax. On October 16, 2013, the Company entered into a lease agreement foroffice space in Palm Bay, Florida. The term of the lease is for three years with a monthly rent of $1,250 per month in the first year, increasing 3% annuallythereafter. Item 3.Legal Proceedings We are currently not involved in any litigation that we believe could have a materially adverse effect on our financial condition or results of operations.There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or bodypending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our commonstock, any of our subsidiaries or of our company’s or our company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decisioncould have a material adverse effect. From time to time, we may become involved legal proceedings, lawsuits, claims and regulations in the ordinary courseof our business. Item 4.Mine Safety Disclosures Not applicable. 18 PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. Market Information On September 11, 2014, our common stock began trading on the NASDAQ capital markets exchange under the symbol NXTD. Prior to the NASDAQuplisting on September 11, 2014, our common stock traded on the OTCBB under the symbol NXTD. The OTCBB is a quotation service that displays real-time quotes, last-sale prices, and volume information in over-the-counter (“OTC”) equity securities. An OTCBB equity security generally is any equity that isnot listed or traded on a national securities exchange. A public market for our common stock did not exist prior to August 13, 2013. Price Range of Common Stock The following tables show, for the periods indicated, the high and low bid prices per share of our common stock as reported by the NASDAQ capital marketsexchange for the period September 11, 2014 through December 31, 2014 and the OTCBB quotation service for the period August 23, 2013 throughSeptember 10, 2014. These bid prices represent prices quoted by broker-dealers on the OTCBB quotation service. The quotations reflect inter-dealer prices,without retail mark-up, mark-down or commissions, and may not represent actual transactions. 2014 High Low 1st Quarter ended March 31, 2014 $5.20 $2.71 2nd Quarter ended June 30, 2014 $4.70 $3.00 3rd Quarter ended September 30, 2014 $4.44 $1.36 4th Quarter ended December 31, 2014 $4.19 $2.00 2013 High Low 1st Quarter ended March 31, 2013 N/A N/A 2nd Quarter ended June 30, 2013 N/A N/A 3rd Quarter ended September 30, 2013 $3.80(1) $2.56(1)4th Quarter ended December 31, 2013 $7.25 $2.51 (1)A public market for our common stock did not exist prior to August 23, 2013. 19 Holders As of February 27, 2015, there were approximately 65 holders of record of our common stock. This number does not include shares held by brokerageclearing houses, depositories or others in unregistered form. Dividends We have never declared or paid dividends on our common stock, and our board of directors does not intend to declare or pay any dividends on the CommonStock in the foreseeable future. Our earnings are expected to be retained for use in expanding our business. The declaration and payment in the future of anycash or stock dividends on the common stock will be at the discretion of the board of directors and will depend upon a variety of factors, including our futureearnings, capital requirements, financial condition and such other factors as our board of directors may consider to be relevant from time to time. Securities Authorized For Issuance under Equity Compensation Plans Reference is made to “Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters—Securities Authorizedfor Issuance under Equity Compensation Plans” for the information required by this item. Recent Sales of Unregistered Securities None. Item 6.Selected Financial Data. We are not required to provide the information required by this Item as we are a smaller reporting company. Item 7.Management Discussion and Analysis of Financial Condition and Results of Operations. Overview Nxt-ID, Inc. (the “Company”) is a Delaware corporation formed on February 8, 2012. We were initially known as Trylon Governmental Systems, Inc. Wechanged our name to Nxt-ID, Inc. on June 25, 2012 to reflect our primary focus on our growing biometric identification, m-commerce and secure mobileplatforms. On June 25, 2012, the Company acquired 100% of the membership interests in 3D-ID LLC (“3D-ID”), a limited liability company formed in Florida inFebruary 2011 and owned by the Company’s founders. By acquiring 3D-ID, the Company gained the rights to a portfolio of patented technology in the fieldof three-dimensional facial recognition and imaging including 3D facial recognition products for access control, law enforcement and travel andimmigration. 3D-ID was an early stage company engaged in the design, research and development, integration, analysis, modeling, system networking, salesand support of intelligent surveillance, three-dimensional facial recognition and three-dimensional imaging devices and systems primarily for identificationand access control in the security industries. Since the Company’s acquisition of 3D-ID was a transaction between entities under common control inaccordance with Accounting Standards Codification (“ASC”) 805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carryingamounts in the accounts of Nxt-ID on the date that 3D-ID was organized, February 14, 2011. We are an early stage technology company that is focused on developing and marketing products, solutions, and services for organizations that have a needfor biometric secure access control. We have three distinct lines of business that we believe will form our company: law enforcement; m-commerce; andbiometric access control applications. Our initial efforts are focused on our secure products offering for law enforcement, the Department of Defense, andHomeland Security through our 3D FaceMatch® biometric identification systems. In parallel we are developing a secure biometric electronic smart wallet forthe growing m-commerce market. We believe that this constitutes unique technology because it takes a very different approach relative to the currentofferings: instead of replacing the wallet through a smartphone, our aim is to improve it. We believe that our Wocket™ will reduce the number of cardscarried in a consumer’s wallet while supporting virtually every payment method currently available at point of sale at retailers around the world, includingmagnetic stripe, barcodes and Quick Response (QR) Codes and in the near future near field communications, all within a secure biometric vault. We have alsorecently launched a new biometric authentication product named Voicematch®. This product is a new method of recognizing both speakers and specificwords they use providing innovative multi-factor recognition that is efficient enough to run on low-power devices. 20 Using our biometrics technologies, we plan to address the growing m-commerce market with our innovative MobileBio® suite of biometric solutions thatsecure mobile platforms. Currently, most mobile devices continue to be protected simply by questions that a user asks and PIN numbers. This securitymethodology is easily duplicated on another device and can be easily spoofed or hacked. Nxt-ID’s biometric security paradigm is Dynamic Pairing Codes(DPCs). DPCs are a new, proprietary method to secure users, devices, accounts, locations and servers over any communication media by sharing keyidentifiers, including biometric-enabled identifiers, between end-points by passing dynamic pairing codes (random numbers) between end-points to establishsessions and/or transactions without exposing identifiers or keys. Our plan also anticipates that we will use our core biometric algorithms to develop asecurity application that can be used for corporations (industrial uses, such as enterprise computer networks), as well as individuals (consumer uses, such assmart phones, tablets, or personal computers). In August 2013, we commenced a pilot program with the Palm Bay, Florida Police Department to evaluate the potential implementation of our 3DFaceMatch® biometric facial recognition identification systems. The pilot program is expected to expand to include other law enforcement agenciesconnected to 3D-ID’s BioCloud™ to improve identification of previously enrolled (booked) individuals from multiple law enforcement agencies searchingfrom a common 3D database. We have also hired a former law enforcement officer to assist with the marketing of these products. We were also invited andhave recently demonstrated our products to the Department of Defense. In addition, we recently announced a three year distribution and supply agreement for the distribution of the Company’s 3D facial recognition systems inIndia and Sri Lanka on an exclusive basis and in the Middle East and Singapore on a non-exclusive basis. To date, our operations have been funded through sales of our common stock, an initial sale of our 3D facial recognition access control and identificationproducts, advances from an officer, a loan from Connecticut Innovations, Inc., a quasi-state owned venture capital fund and exercises of common stockpurchase warrants. Our financial statements contemplate the continuation of our business as a going concern. However, we are subject to the risks anduncertainties associated with an emerging business, as noted above we have no established source of capital, and we have incurred recurring losses fromoperations since inception. Our independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubtabout our ability to continue as a going concern. 21 Results of Operations Year ended December 31, 2014, compared with the year ended December 31, 2013. Revenue. There were no revenues during the year ended December 31, 2014 or the year ended December 31, 2013. In May 2014, the Company started takingadvance orders for the Wocket™. As of December 31, 2014, the Company has received $138,599 in customer deposits in connection with pre-orders of itsWocket™. Deliveries of the product are now expected to commence in the second quarter of 2015. Operating Expenses. Operating expenses for the year ended December 31, 2014 totaled $5,246,482 and consisted of research and development expenses of$1,417,745, selling and marketing expenses of $1,396,077 and general and administrative expenses of $2,432,660. The research and development expensesrelated primarily to salaries and consulting services of $962,102, as well as materials including prototypes of $329,304 necessary for the design, developmentand manufacturing of the Company’s biometric wallet. Selling and marketing expenses consisted of $1,396,077 primarily for marketing consultants of$664,079 and advertising and promotion for the pre-orders for the Wocket™ of $602,492. General and administrative expenses for the period consisted ofsalaries of $544,483, legal, audit and accounting fees of $473,334 and consulting fees for public relations of $527,458. Also included is $283,150 in non-cash stock compensation to employees and board members. Operating expenses for the year ended December 31, 2013 totaled $1,435,099 and consisted of research and development expenses of $518,614, sellingexpenses of $81,323 and general and administrative costs of $835,162. The research and development expenses related to salaries and consulting services forthe design and development and prototype of the Company’s biometric wallet of approximately $493,614 and a non-cash incentive stock basedcompensation to non-executive employees of $25,000. Selling expenses consisted of $80,835 for consultants and $488 for travel. General and administrativeexpenses for the period consisted of salaries and payments to consultants for financial consulting and public relations. This included $286,240 in non-cashstock compensation to consultants and board members. Net Loss. The net loss for the year ended December 31, 2014 was $7,076,609, including $30,744 in interest expense from the loan to the Company fromConnecticut Innovations, and inducement expenses of $2,212,538 related to warrant exercises, a modification of the exercise price of certain warrants, andthe issuance of unregistered shares of common stock. Also included is interest income of $1,235 and the unrealized gain on change in fair value ofderivatives liabilities of $412,763 that was initially recorded in connection with the issuance of a convertible note payable and warrants issued in theCompany’s private placement in January 2014. During the period, the note payable was converted into common stock and the Company successfullymodified the terms of the warrants with each of the holders. As a result, no derivative liabilities exist as of December 31, 2014. The net loss for the year endedDecember 31, 2013 was $1,544,534, including $17,250 in interest expense for the loan to the Company from Connecticut Innovations, Inc. (“CII”) and$18,211 in amortization of debt discount. Also included is the unrealized loss in fair value of the conversion feature of the CII note in the amount of $73,974. 22 Liquidity and Capital Resources We are an early stage company and have generated losses from operations since inception. In order to execute our long-term strategic plan to develop andcommercialize our core products, we will need to raise additional funds, through public or private equity offerings, debt financings, or other means. Theseconditions raise substantial doubt about our ability to continue as a going concern. In order to execute the Company's long-term strategic plan to develop and commercialize its core products, the Company will need to raise additional funds,through public or private equity offerings, debt financings, or other means. The Company can give no assurance that the cash raised subsequent to December31, 2014 or any additional funds raised will be sufficient to execute its business plan. Additionally, the Company can give no assurance that additional fundswill be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviate the going concern. These conditions raisesubstantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue.Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would needto curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that might be necessary should theCompany be unable to continue as a going concern. Cash Flows Cash and Working Capital We have incurred net losses of $7,076,609 and $1,544,534 for the years ended December 31, 2014 and 2013, respectively. As of December 31, 2014 theCompany had cash and a stockholders’ equity of $2,201,287 and $2,735,344, respectively. At December 31, 2014, the Company had working capital of$2,579,121. During the year ended December 31, 2014, the Company raised net proceeds of approximately $5,755,055 through the issuance of commonstock and warrants and $1,470,000 from the exercise of common stock warrants. Cash Used in Operating Activities Our primary ongoing uses of operating cash relate to payments to subcontractors and vendors for research and development, salaries and related expenses andprofessional fees. Our vendors and subcontractors generally provide us with normal trade payment terms. During the year ended December 31, 2014, net cashused in operating activities amounted to $5,161,002 and was comprised of net loss of $7,076,609, positive adjustments to reconcile net loss to net cash usedin operating activities of $2,631,811 and changes in operating assets and liabilities of negative $716,204 as compared to $840,538 for the year endedDecember 31, 2013, comprised of a net loss of $1,544,534, positive adjustments to reconcile net loss to net cash used in operating activities of $404,010 andchanges in operating assets and liabilities of positive $299,986. 23 Cash Used in Investing Activities During the year ended December 31, 2014, net cash used in investing activities amounted to $166,392 and was comprised of the purchases of equipment andproduction tooling and molds of $137,953 and changes in restricted cash of $28,439. During the year ended December 31, 2013, net cash used in investingactivities amounted to $6,436 and was totally related to the purchases of equipment. Cash Provided by Financing Activities During the year ended December 31, 2014, the Company received net proceeds of $7,225,055 from the issuance of common stock and warrants and theexercise of warrants. During the year ended December 31, 2013, the Company received net proceeds of $639,780 from common stock issuances and $300,000from the exercise of common stock warrants. Also, during the year ended December 31, 2013, the Company received the second and final tranche of aconvertible note payable from CII in the amount of $75,000. During the year ended December 31, 2013, the Company received an aggregate of $64,000 of cash advances from an officer of the Company and madeaggregate repayments of $64,000. The advances were non-interest bearing and short-term in nature. Financings January 2014 Private Placement On January 13, 2014, the Company closed a “best efforts” private offering of $1,000,000 (the “Offering”) with a group of accredited investors (the“Purchasers”) and the Company exercised the over subscription amount allowed in the Offering of $350,000, for total gross proceeds to the Company of$1,350,000 before deducting placement agent fees and other expenses. Pursuant to a securities purchase agreement with the Purchasers (the “PurchaseAgreement”), the Company issued to the Purchasers (i) 415,387 shares of the Company’s common stock, par value $0.0001 and (ii) warrants (the “Warrants”)to purchase 1,350,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $3.25 per share. In connection with the Offering,138,463 units were sold at the end of December 2013 and 276,924 units were sold in January 2014, all at $3.25 per unit. As a result, the Company receivedaggregate gross proceeds of $450,000 in December 2013 from the issuance of 138,463 shares of common stock and 450,000 Warrants, and the Companyreceived $900,000 in January 2014 from the issuance of 276,924 shares of common stock and 900,000 Warrants. Costs incurred associated with the Offeringin December 2013 and January 2014 were $56,820 and $100,006, respectively. In January 2014, the placement agent received 41,539 Warrants to purchase41,539 shares of the Company’s common stock as fees. Pursuant to the Purchase Agreement, the Company’s founders who are members of management (the “Founders”) agreed to cancel a corresponding number ofshares to those shares issued in the Offering and place in escrow a corresponding number of shares to be cancelled for each Warrant Share issued. As a result,the Founders retired 138,463 and 276,924 shares of common stock in December 2013 and January 2014, respectively. The Warrants are exercisable for a period of five (5) years from the original issue date. The initial exercise price with respect to the Warrants was $3.25 pershare. On the date of issuance, the Warrants were recognized as derivative liabilities as they did not have fixed settlement provisions because their exerciseprices could be lowered if the Company was to issue securities at a lower price in the future. As a result, the Company recorded $3,450,976 as derivativeliability warrants on the consolidated balance sheet on January 13, 2014. On February 21, 2014, the Company amended the terms of the 1,391,539 Warrants issued in the Offering as compensation to the placement agent to eliminatethe anti-dilution provision and to lower the exercise price of the Warrants from $3.25 to $3.00. As a result of the Warrant modifications, the Company re-measured the Warrant liability on the modification date and recorded an unrealized gain on derivative liabilities of $448,072 and reclassified the aggregatere-measured value of the Warrants of $4,514,772 to additional paid-in capital. See Note 6 below. On various dates, during the twelve months ended December 31, 2014, the Company received gross proceeds of $1,500,000 in connection with the exerciseof 500,000 warrants into 500,000 shares of common stock at an exercise price of $3.00 per share, net of fees paid upon the exercise of the warrants issued inthe Offering per the terms of the underwriter agreement of $30,000. Upon exercise, pursuant to the Purchase Agreement, the Company’s Founders cancelled acertain number of shares of common stock in accordance with the Purchase Agreement. June 2014 Private Placement From June 12, 2014 to June 17, 2014, the Company conducted a private offering with a group of accredited investors (the “June Purchasers”) who hadpreviously participated in the Offering that occurred between December 30, 2013 and January 13, 2014. Pursuant to a securities purchase agreement with thePurchasers, the Company issued to the June Purchasers warrants (the “June Warrants”) to purchase an aggregate of 400,000 shares (the “June Shares”) of theCompany’s common stock at an exercise price of $3.00 per share. The June Warrants are exercisable for a period of five (5) years from the original issue date.The exercise price for the June Warrants is subject to adjustment upon certain events, such as stock splits, combinations, dividends, distributions,reclassifications, mergers or other corporate change and dilutive issuances. 24 In connection with the issuance of the June Warrants, the Company entered into a registration rights agreement with the June Purchasers pursuant to whichthe Company agreed to register the Shares and the shares of the common stock underlying the June Warrants (the “June Registrable Securities”) on a Form S-1 registration statement (the “June Registration Statement”) to be filed with the SEC ninety (90) days following the completion of an underwritten publicoffering (the “Filing Date”) and to cause the June Registration Statement to be declared effective under the Securities Act within ninety (90) days followingthe Filing Date (the “Required Effective Date”). The Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date of December 15, 2014. Under the originalterms of the arrangement, the Company was required to pay partial liquidated damages to each June Purchaser in the amount equal to two percent (2%) for thepurchase price paid for the June Warrants then owned by such June Purchaser for each 30-day period for which the Company is non-compliant. On January30, 2015, the Company received signed documentation from all of the June Purchasers waiving their right to liquidated damages and terminating theregistration rights agreement. August 2014 Private Placement On August 21, 2014, pursuant to a securities purchase agreement with two (2) Purchasers (the “August Purchasers”) who had previously participated in theOffering that occurred between December 30, 2013 and January 13, 2014, the Company issued to the August Purchasers warrants (the “August Warrants”) topurchase an aggregate of 100,000 shares (the “August Shares”) of the Company’s common stock at an exercise price of $3.00 per share. The August Warrantsare exercisable for a period of five (5) years from the original issue date. The exercise price for the August Warrants is subject to adjustment upon certainevents, such as stock splits, combinations, dividends, distributions, reclassifications, mergers, or other corporate changes and dilutive issuances. In connection with the issuance of the August Warrants, the Company entered into a registration rights agreement with the August Purchasers pursuant towhich the Company agreed to register the August Shares and the shares of the common stock underlying the August Warrants (the “August RegistrableSecurities”) on a Form S-1 registration statement (the August Registration Statement”) to be filed with the SEC ninety (90) days following the Filing Date andto cause the August Registration Statement to be declared effective under the Securities Act by the Required Effective Date. The August Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date. Under the original terms of thearrangement, the Company was required to pay partial liquidated damages to each August Purchaser in the amount equal to two percent (2%) for the purchaseprice paid for the August Warrants then owned by such August Purchaser for each 30-day period for which the Company is non-compliant. On January 30,2015, the Company received signed documentation from all of the August Purchasers waiving their right to liquidated damages and terminating theregistration rights agreement. The Company determined that the effect of the issuance of the 500,000 warrants was to induce the Purchasers to exercise warrants previously issued to themin the Offering. As a result, the Company recorded inducement expense of $1,262,068 during the twelve months ended December 31, 2014. September Public Offering On September 15, 2014, the Company closed on an underwritten public offering of its common stock and warrants. The Company offered 2,127,273 shares ofcommon stock and warrants to purchase 2,127,273 shares of common stock, at a combined price to the public of $2.75 per share and related warrant. Thewarrants are exercisable for a period of five (5) years beginning on September 15, 2014 at an exercisable price of $3.288 per share. The Company received netproceeds of $4,954,042 from the public offering, after deducting the underwriting discount and other offering related expenses. The underwriters wereNorthland Securities, Inc., The Benchmark Company, LLC, and Newport Coast Securities Inc. In connection with the underwritten public offering of the Company’s common stock and warrants on September 15, 2014, the Company was required toobtain a waiver and consent from the investors in the January 13, 2014 private offering in order to conduct the public offering at a price of $2.75 per shareand warrant. As a result, on September 10, 2014, the Company issued the majority investors in the January 13, 2014 private offering, 261,131 unregisteredshares of common stock and reduced the exercise price on the outstanding Warrants, June Warrants, and August Warrants from $3.00 to $2.00 per share ofcommon stock for all of the investors. During the twelve months ended December 31, 2014, the Company recorded additional inducement expense of$718,110 and $232,360 related to the issuance of unregistered shares of common stock to the majority investors and the modification of the warrant exerciseprice, respectively. Off Balance Sheet Arrangements We do not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or specialpurpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limitedpurposes. In addition, we do not have any undisclosed borrowings or debt, and we have not entered into any synthetic leases. We are, therefore, not materiallyexposed to any financing, liquidity, market or credit risk that could arise if we had engaged in such relationships. 25 Critical Accounting Policies The following discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have beenprepared in conformity with accounting principles generally accepted in the United States of America. Certain accounting policies and estimates areparticularly important to the understanding of our financial position and results of operations and require the application of significant judgment by ourmanagement or can be materially affected by changes from period to period in economic factors or conditions that are outside of our control. As a result, theyare subject to an inherent degree of uncertainty. In applying these policies, our management uses their judgment to determine the appropriate assumptions tobe used in the determination of certain estimates. Those estimates are based on our historical operations, our future business plans and projected financialresults, our observance of trends in the industry and information available from other outside sources, as appropriate. Please see Note 3 to our consolidatedfinancial statements for a more complete description of our significant accounting policies. We intend to utilize the extended transition period provided in Securities Act Section 7(a)(2)(B) as allowed by Section 107(b)(1) of the JOBS Act for theadoption of new or revised accounting standards as applicable to emerging growth companies. As part of the election, we will not be required to comply withany new or revised financial accounting standard until such time that a company that does not qualify as an “issuer” (as defined under Section 2(a) of theSarbanes-Oxley Act of 2002) is required to comply with such new or revised accounting standards. As an emerging growth company within the meaning of the rules under the Securities Act, and we will utilize certain exemptions from various reportingrequirements that are applicable to public companies that are not emerging growth companies. For example, we will not have to provide an auditor’sattestation report on our internal controls in future annual reports on Form 10-K as otherwise required by Section 404(b) of the Sarbanes-Oxley Act. Inaddition, Section 107 of the JOBS Act provides that an emerging growth company can utilize the extended transition period provided in Section 7(a)(2)(B) ofthe Securities Act for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accountingstandards until those standards would otherwise apply to private companies. We have elected to utilize this extended transition period. Our financialstatements may therefore not be comparable to those of companies that comply with such new or revised accounting standards as they become applicable topublic companies. Basis of Presentation. The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted inthe United States which contemplate continuation of the Company as a going concern. However, the Company is subject to the risks and uncertaintiesassociated with a new business, has no established source of revenue, and has incurred significant losses from operations since inception. The Company’soperations are dependent upon it raising additional capital. These matters raise substantial doubt about the Company’s ability to continue as a goingconcern. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts orthe amounts and classification of liabilities that could result from the outcome of this uncertainty. Our independent registered public accounting firm’s reportcontains an explanatory paragraph that expresses substantial doubt about our ability to continue as a going concern. Convertible Instruments. The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity whenaccounting for hybrid contracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their hostinstruments and account for them as free standing derivative financial instruments according to certain criteria. The criteria includes circumstances in which(i) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risksof the host contract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair valueunder otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separateinstrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently markedto market at each reporting date based on current fair value, with the changes in fair value reported in the results of operations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equitylinked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcatedfrom their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company records, when necessary, discounts toconvertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of theunderlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts underthese arrangements are amortized over the term of the related debt. 26 Derivative Financial Instruments. The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. TheCompany evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives.For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued atthe reporting date, with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, theCompany uses the Black-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The conversionfeature embedded within Company’s convertible note payable does not have fixed settlement provisions as the conversion price varies based on the tradingprice of the Company’s common stock and the potential number of common shares to be issued upon conversion is indeterminable up to a maximum of120,000 shares of common stock. In addition, the warrants issued in connection with the Offering (as defined in Note 8) do not have fixed settlement as theirexercise prices may be lowered if the Company conducts an offering in the future at a price per share below the exercise price of the warrants. Accordingly,the conversion feature and warrants have been recognized as derivative instruments. The classification of derivative instruments, including whether suchinstruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in thebalance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of thebalance sheet date. Item 7A.Quantitative and Qualitative Disclosures about Market Risk. We are not required to provide the information required by this Item as we are a smaller reporting company. Item 8.Financial Statements and Supplementary Data. The financial statements, notes to the financial statements and the respective reports of the Company’s independent registered accountants required to befiled in response to this Item 8 begin on page F-1. Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A.Controls and Procedures Evaluation of Disclosure Controls and Procedures Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conductedan evaluation of our disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended(the “Exchange Act”), as of December 31, 2014. As discussed below, based on this evaluation, our management concluded that our disclosure controls andprocedures were not effective to provide reasonable assurance that information required to be disclosed by us in reports we file or submit under the ExchangeAct is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and is accumulated and communicated toour management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding requireddisclosures. As a result of the material weakness in internal controls over financial reporting described below, we concluded that our disclosure controls andprocedures as of December 31, 2014 were not effective. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange ActRule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer,we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2014, based on the criteria set forth in the1992 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluationunder the criteria set forth in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was noteffective as of December 31, 2014. As of December 31, 2014, we have identified certain matters that constituted a material weakness in our internal controls over financial reporting.Specifically, we have difficulty in accounting for complex accounting transactions and have limited segregation of duties within our accounting andfinancial reporting functions. Management has recently hired a Chief Financial Officer with significant experience to help address this situation. Segregationof duties within our Company is limited due to the small number of employees that are assigned to positions that involve the processing of financialinformation. Additional time is required to expand our staff, fully document our systems, implement control procedures and test their operating effectivenessbefore we can definitively conclude that we have remediated our material weakness. 27 This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financialreporting. Management's report was not subject to attestation by the Company's registered public accounting firm as we are a smaller reporting company andnot required to provide the report. Limitations of the Effectiveness of Internal Control A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control systemare met. Further, the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation ofcontrols can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include therealities that judgments in decision making can be faulty, and that breakdowns can occur because of simple errors. Additionally, controls can becircumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. The design of anysystem of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design willsucceed in achieving its stated goals under all potential future conditions. Because of the inherent limitations in a cost-effective control system,misstatements due to error or fraud may occur and not be detected. Changes in Internal Control over Financial Reporting There were no changes in the Company’s internal control over financial reporting in the Company’s fourth quarter of the fiscal year ended December 31,2014 covered by this Annual Report on Form 10-K, that have materially affected, or are reasonably likely to materially affect, the Company’s internal controlover financial reporting. Item 9B.Other Information None. 28 PART III Item 10.Directors, Executive Officers and Corporate Governance Our executive officers and directors and their ages and positions are as follows: Name Age Position Date First Elected or AppointedGino M. Pereira 57 Chief Executive Officer and Director February 8, 2012Vincent S. Miceli 57 Vice President and Chief Financial Officer September 29, 2014David Tunnell 49 Vice President and Chief Technology Officer June 25, 2012Major General David R. Gust, USA, Ret 70 Director June 25, 2012Michael J. D’Almada-Remedios, PhD 52 Director September 26, 2013Daniel P. Sharkey 58 Director June 23, 2014 Gino M. Pereira, one of our co-founders, has served as the Chief Executive Officer, Chief Financial Officer and director, from the date of inception of theCompany. Mr. Pereira has over 30 years of executive, operational and financial experience with technology companies in the United States, Europe and theFar East. He has also helped to develop several technology start-ups as well as served in an executive capacity in a large multinational public company. Mr.Pereira was Chief Financial Officer and later Chief Executive Officer of Technest Holdings Inc., a publicly quoted defense contracting company, from 2004 to2011. Technest Holdings operated subsidiaries EOIR Technologies, Inc. and Genex Technologies, Inc. Mr. Pereira is a Fellow of the Chartered Association ofCertified Accountants (UK) and has an MBA, with a specialty in finance, from the Manchester Business School in England. Mr. Pereira brings to the Board significant expertise in the biometric and software recognition industries, as well as experience in international businesstechnology and extensive management and operating experience. Having founded and/or operated companies in similar or related industries during the past15 years, provides the board with unparalleled knowledge of the Company and its operations and an understanding of the markets the Company plans tooperate in. Vincent S. Miceli, has served as a Vice-President and Chief Financial Officer of the Company since September 29, 2014. Mr. Miceli has over 30 years ofexperience in executive, financial and operational management for companies based primarily in the United States. Prior to joining the Company, Mr. Miceliwas Vice-President and Chief Financial Officer/Treasurer of Panolam Industries International, Inc., a privately held company which primarily designs,manufactures, and distributes decorative and industrial laminates from May 2006 to mid-December 2013. Prior to that, Mr. Miceli was the Chief FinancialOfficer and Corporate Controller of Opticare Health Systems, Inc., a company that provides integrated eye care services from 2004 to 2006. Prior to 2004, Mr.Miceli held senior accounting positions at Amphenol Corporation and United Technologies, Inc. Mr. Miceli holds a BS degree in accounting fromQuinnipiac College, an MBA, with a concentration in Finance, from the University of Hartford and he is an affiliate member of both the AICPA andConnecticut Society of Certified Public Accountants. David Tunnell, one of our co-founders, has served as the Chief Technology Officer, from the date of inception of the Company. Mr. Tunnell is an expert inbiometrics and is the inventor of a variety of miniature technologies for remote distributed sensors. Mr. Tunnell has over 23 years of experience indeveloping high-technology solutions for the US Government. He was the divisional director of 3D identification products at Technest Holdings Inc., from2003 to 2011. Prior to that he was at the National Security Agency (NSA) serving in operations, support, and development and later at L3 Communicationswhere he served as Director of Engineering, overseeing the development of SIGINT solutions and served as the primary interface with customers, bridging thegap between customer requirements and system design and engineering. He also managed technical personnel, budgets, schedules, and technical direction.Mr. Tunnell earned a Masters in Technical Management (MSTM) from Johns Hopkins University and a BSEE from the University of Tennessee. 29 Major General David R. Gust, USA, Ret. has served as a director of the Company from the date of inception of the Company. General Gust presently doesconsulting work for his own company, David R. Gust & Associates, LLC. Between April 2007 and May 2009, General Gust was the President of USfalcon, aprivately-held company working with the U.S. Defense sector, primarily in information technology. Previously, General Gust had served as the Manager forFederal Telecommunications for Bechtel National, Inc. from November 2004 to March 2007. Prior to that, he was the President and Chief Executive Officer ofTechnical and Management Services Corporation from 2000 to 2004. General Gust retired from the United States Army in 2000 after completing a career of34 years of service. His General Officer assignments included the Program Executive Officer, Communications Systems (PEO-Comm Systems), Program Executive Officer,Intelligence, Electronic Warfare and Sensors (PEO-IEW&S) and at Army Materiel Command, as Deputy Chief of Staff for Research, Development andAcquisition (DCSRDA). His final assignment at the Army Materiel Command included serving as the Chairman of the Source Selection Advisory Council for the Tactical UnmannedAerial Vehicle procurement and supervising preparation of the acquisition procurement package for the Stryker combat vehicle. General Gust received hisB.S. in Electrical Engineering from the University of Denver and Master’s Degrees in Systems Management and National Security and Strategy from theUniversity of Southern California and the United States Naval War College, respectively. General Gust brings to the Board valuable business expertise, particularly expertise in defense and Homeland security market segments due to his significantexperience as a director of a publicly held companies and his substantial experience gained as a member of the US Armed Services. Michael J. D’Almada-Remedios, PhD had served as a director of the Company since September 26, 2013. Dr. Remedios’ background includes a successfultrack record for product innovation and development, outsourcing, global platform integration, massive-scale/hyper-growth operations, andbuilding/developing teams from 50 to over 500 people. His key accomplishments at each company consistently show impressive gains in sales, profitabilityand global expansion into new markets. Between January 2011 and September 2013 he was Chief Information Officer for Arbonne International, a billion dollar global cosmetics company. FromFebruary 2009 to December 2010 he was a Vice-President at Expedia, Inc. and was responsible for all technologies, product development and technicaloperations for hotels.com and Venere brands, including “One H”, the global integration of business and technology for hotels.com and Expedia, Inc. Prior to February 2009 Dr. Remedios was Chief Technology Officer for Realtor.com and Shopping.com, a subsidiary of eBay, Inc. At eBay he was a memberof the eBay Inc. Technology Board for eBay, PayPal and Skype. He was also a key member of the eBay Inc. workgroups for defining and driving the next-generation consumer experience “Finding 2.0”, “on-eBay” and the Advertising and Distributed Commerce Network offering “off-eBay”. Earlier in his career, he was Global Chief Information Officer for the Travelocity group of companies and President and Chief Operating Officer ofBluelight.com, a subsidiary of Kmart. Dr. Remedios began his career as Vice President and Manager, Systems Integration & Development at Wells FargoBank, Consumer Banking Group. Dr. Remedios recently joined software company, Swarm-Mobile. He has a PhD in Computer Control and Fluid Dynamics from the University of Nottinghamin England and a B.Sc. in Physics and Computer Science from Kings College, University of London in England. Dr. Remedios brings to the Board valuable business experience, particularly expertise in eCommerce and hyper growth companies. Daniel P. Sharkey, has served as a director of the Company since June 23, 2014. Mr. Sharkey’s background includes 36 years of broad experience withfinance and business development for technology companies. His key accomplishments in his prior engagements focused on expanding technologycompanies into new marketplaces and plotting and implementing successful, long-term growth strategies. Between 2007 and 2014, Mr. Sharkey wasExecutive Vice President of Business Development for ATMI, a publicly traded semi-conductor company. Mr. Sharkey originally joined ATMI as ChiefFinancial Officer in 1990. ATMI was sold to Entegris in 2014 for $1.15 billion. From 1987 to 1990, before joining ATMI, Mr. Sharkey was Vice President of Finance for Adage, a publicly traded computer graphics manufacturer. From1983 to 1987, Mr. Sharkey served as Corporate Controller for CGX Corporation, a venture capital backed, privately held, computer graphics manufacturerthat merged with Adage in 1987. Mr. Sharkey was a Certified Public Accountant for KPMG from 1978 to 1983. Mr. Sharkey earned a Bachelor of Arts degree in Economics and Accounting from the College of the Holy Cross in Worcester, Massachusetts. 30 Board Committees Our Board of Directors currently has the following committees: Audit – Daniel Sharkey*(1), David R. Gust, Michael J. D’Almada-Remedios, PhDCompensation – David R. Gust*, Daniel Sharkey, Michael J. D’Almada-Remedios, PhDNominating and Governance – David R. Gust*, Daniel Sharkey, Michael J. D’Almada-Remedios, PhD * --Indicates Committee Chair(1)—Indicated Committee Financial Expert Audit Committee Our audit committee oversees our corporate accounting and financial reporting process. Among other matters, the audit committee: ●evaluates the independent registered public accounting firm’s qualifications, independence and performance;●determines the engagement of the independent registered public accounting firm;●reviews and approves the scope of the annual audit and the audit fee;●discusses with management and the independent registered public accounting firm the results of the annual audit and the review of our quarterlyfinancial statements;●approves the retention of the independent registered public accounting firm to perform any proposed permissible non-audit services;●reviews our critical accounting policies and estimates; and●annually reviews the audit committee charter and the committee’s performance. The audit committee operates under a written charter adopted by the Board of Directors that satisfies the applicable standards of NASDAQ. Compensation Committee Our compensation committee reviews and recommends policies relating to the compensation and benefits of our officers and employees. The compensationcommittee reviews and approves corporate goals and objectives relevant to the compensation of our chief executive officer and other executive officers,evaluates the performance of these officers in light of those goals and objectives, and makes recommendations to the board of directors regardingcompensation of these officers based on such evaluations. The compensation committee administers the issuance of stock options and other awards under ourstock plans. The compensation committee reviews and evaluates, at least annually, the performance of the compensation committee. The compensationcommittee operates under a written charter adopted by the board of directors that satisfies the applicable standards of NASDAQ. Corporate Governance and Nomination Committee Our corporate governance and nomination committee is responsible for, among other objectives, making recommendations to the Board regarding candidatesfor directorships; overseeing the evaluation of the board of directors; reviewing developments in corporate governance practices; developing a set ofcorporate governance guidelines, and; reviewing and recommending changes to the charters of other board committees. In addition, the corporate governanceand nomination committee is responsible for overseeing our corporate governance guidelines and reporting and making recommendations to the boardconcerning corporate governance matters. Involvement in Certain Legal Proceedings Except as described below, to the best of our knowledge, none of our directors or executive officers has, during the past ten years: ●been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minoroffenses); ●had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business associationof which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ●been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction orfederal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type ofbusiness, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with personsengaged in any such activity; 31 ·been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity FuturesTrading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, orvacated; ·been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed,suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federalor state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, butnot limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any businessentity; or ·been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (asdefined in Section 3(a)(26) of the Exchange Act), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or anyequivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. On September 29, 2014, Vincent S. Miceli joined the Company as Vice-President and Chief Financial Officer. Prior to joining the Company, Mr. Miceli wasthe Vice-President and Chief Financial Officer/Treasurer of Panolam Industries International, Inc., a privately held company engaged primarily in the design,manufacture and distribution of decorative and industrial laminates. Mr. Miceli was employed by Panolam from May 2006 to mid-December 2013. OnNovember 4, 2009, Panolam filed a voluntary petition in the United States Bankruptcy Court for the District of Delaware seeking relief under the provisionsof chapter 11 of title 11 of the United States Code in order to facilitate a change in the company’s ownership and to restructure its debt that originated from aleveraged buyout that was already in place before Mr. Miceli joined the company. Mr. Miceli played an integral role in the prepackaged restructuring processwhich was completed within 30 days with no adverse effect on the company’s customers, vendors or employees. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none of our directors or executive officers has been involvedin any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules andregulations of the Commission. Family Relationships There are no relationships between any of the officers or directors of the Company. Director Nomination Procedures There have been no material changes to the procedures by which security holders may recommend nominees to our Board of Directors. Code of Ethics Our board of directors has adopted a Code of Ethical Conduct (the “Code of Conduct”) which constitutes a “code of ethics” as defined by applicable SECrules. We require all employees, directors and officers, including our principal executive officer and principal financial officer to adhere to the Code ofConduct in addressing legal and ethical issues encountered in conducting their work. The Code of Conduct requires that these individuals avoid conflicts ofinterest, comply with all laws and other legal requirements, conduct business in an honest and ethical manner and otherwise act with integrity and in our bestinterest. The Code of Conduct contains additional provisions that apply specifically to our Chief Executive Officer, Chief Financial Officer and other financedepartment personnel with respect to full and accurate reporting. The Code of Conduct is available on our website at www.nxt-id.com. The Company willpost any amendments to the Code of Conduct, as well as any waivers that are required to be disclosed by the rules of the SEC on such website. Theinformation contained on or that may be obtained from our website is not, and shall not be deemed to be a part of this Annual Report. Section 16(a) Beneficial Ownership Reporting Compliance Under the securities laws of the United States, our directors, executive (and certain other) officers, and any persons holding ten percent or more of ourCommon Stock must report on their ownership of the Common Stock and any changes in that ownership to the Securities and Exchange Commission.Specific due dates for these reports have been established. During the fiscal year ended December 31, 2014, we believe that all reports required to be filed bysuch persons pursuant to Section 16(a) were filed on a timely basis, with the exception of our officers, directors and greater than 10 percent beneficial ownerslisted in the table below: Name Form DescriptionGino M. Pereira 4 Was not filed timely following a return of shares pursuant to a January 2014 financingagreement.Gino M. Pereira 4 Was not filed timely following a return of shares pursuant to a January 2014 financingagreement.David Tunnell 4 Was not filed timely following a return of shares pursuant to a January 2014 financingagreement.Michael J. D’Almada-Remedios, PhD 3 Was not filed timely following the appointment as a Director.Michael J. D’Almada-Remedios, PhD 4 Was not filed timely following the acquisition of shares.Michael J. D’Almada-Remedios, PhD 5 Refer to description of Form 4 above.Major General David R. Gust, USA, Ret. 4 Was not filed timely following the acquisition of shares.Major General David R. Gust, USA, Ret. 5 Refer to description of Form 4 above.Daniel P. Sharkey 4 Was not filed timely following the acquisition of shares. 32 Item 11. Executive Compensation. Summary Compensation Table for Fiscal Years 2014 and 2013 The following summary compensation table sets forth all compensation awarded to, earned by, or paid to the named executive officers paid by us during theyears ended December 31, 2014, and 2013 in all capacities for the accounts of our executives, including the Chief Executive Officer and Chief FinancialOfficer. Name andPrincipalPosition Year Salary($) Bonus($) Stock Awards($) OptionAwards($) NonEquity Incentive Plan Compensation($) Nonqualified Deferred Compensation Earnings($) All Other Compensation($) Total($)Gino M.Pereira, 2014 300,000 150,000 - - - - 17,617 467,617ChiefExecutiveOfficer 2013 150,000 - - - - - - 150,000DavidTunnell, 2014 240,000 120,000 - - - - 14,400 374,400ChiefTechnologyOfficer 2013 120,000 - - - - - - 120,000Vincent S.Miceli (1), 2014 46,385 - 179,250 - - - 3,600 229,235ChiefFinancialOfficer 2013 - - - - - - - - (1)Vincent S. Miceli joined the Company as Vice-President and Chief Financial Officer on September 29, 2014. Employment Agreements Effective October 1, 2012, we entered into an employment agreement with Gino M. Pereira, our Chief Executive Officer, which was amended effective March14, 2013. The employment agreement has an initial term of 3 years beginning on October 1, 2012. In addition the employment agreement provides Mr.Pereira with a base salary of $150,000 per year, increasing to $300,000 per year upon the completion of the Company’s Wocket prototype (which occurredsubsequent to year-end). The amended employment agreement also provides for: ·Payment of all necessary and reasonable out-of-pocket expenses incurred by the executive in the performance of his duties under the agreement. ·Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicableto the executive's services. ·Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliancewith the corporate governance standards of any applicable listing exchange. We do not have employment agreements with Vincent S. Miceli, our Chief Financial Officer or David Tunnell, our Chief Technology officer. Outstanding Equity Awards at 2014 Fiscal Year End The following table provides information relating to the vested and unvested option and stock awards held by the named executives as of December 31,2014. Each award to each named executive is shown separately, with a footnote describing the award’s vesting schedule. As there are no outstanding awards,this table is blank. 33 Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions (# Exercisable) Number ofSecuritiesUnderlyingUnexercisedOption (# Unexercisable) EquityIncentivePlanAwards:Number ofSecuritiesUnderlyingUnexercisedUnearned Options (#) OptionExercisePrice ($) OptionExpiration Date Number ofShares orUnits ofStock ThatHave NotVested (#) MarketValueofSharesorUnitsofStockThatHaveNotVested ($) EquityIncentivePlanAwards:NumberofUnearnedShares,Units orOther RightsThat HaveNotVested (#) EquityIncentivePlan Awards:Market orPayoutValue ofUnearnedShares, UnitsOr OtherRightsThat HaveNotVested ($) GinoPereira - - - - - - $ - $- DavidTunnell - - - - - - $- $- VincentS.Miceli - - - - - - $- $- Director Compensation for Fiscal 2014 Effective with the fourth quarter 2014 installment, our non-employee directors will now receive $60,000 annually for serving on our Board, which is paidquarterly in stock. Prior to the fourth quarter of 2014, our non-employee directors received $20,000 annually for serving on our Board. The following tablereflects all compensation awarded to, earned by or paid to the Company’s directors for the fiscal year ended December 31, 2014. 34 Fees Earned or Paid in Cash ($) Stock Awards ($)(1)(2) Options Awards ($) Non-Equity Incentive PlanCompensation($) Nonqualified Deferred CompensationEarnings ($) All Other Compen- sation ($) Total ($) Major General DavidR. Gust, USA, Ret. - 30,000 - - - 732 30,732 Michael J. D’Almada-Remedios, PhD - 30,000 - - - 3,211 33,211 Daniel P. Sharkey - 20,000 - - - - 20,000 (1)Major General David R. Gust, received 11,313 shares of common stock at an average price of approximately $2.65 per share.(2)Michael J. D’Almada-Remedios received 11,313 shares of common stock at an average price of approximately $2.65 per share.(3)Daniel P. Sharkey received 8,771 shares of common stock at an average price of approximately $2.28 per share. Item 12.Security Ownership Of Certain Beneficial Owners And Management and Related Stockholder Matters The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of February 27, 2015 by (a) each stockholderwho is known to us to own beneficially 5% or more of our outstanding Common Stock; (b) all directors; (c) our executive officers, and (d) all executiveofficers and directors as a group. Except as otherwise indicated, all persons listed below have (i) sole voting power and investment power with respect to theirshares of Common Stock, except to the extent that authority is shared by spouses under applicable law, and (ii) record and beneficial ownership with respectto their shares of Common Stock. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock that such person has theright to acquire within 60 days of February 27, 2015. For purposes of computing the percentage of outstanding shares of our common stock held by eachperson or group of persons named above, any shares that such person or persons has the right to acquire within 60 days of February 27, 2015 is deemed to beoutstanding, but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of anyshares listed as beneficially owned does not constitute an admission of beneficial ownership. Unless otherwise identified, the address of our directors andexecutive officers is c/o Nxt-ID, Inc., 288 Christian Street, Oxford, CT 06478. Name and address of beneficial owner Amount andNature ofBeneficialOwnership Percent of class ofCommon Stock (1) 5% Shareholders: None, other than those Directors and Officers listed below Directors and Officers: Gino M. PereiraChief Executive Officer and Director 10,098,738 40.6% David TunnellChief Technology Officer 7,714,208 31.0% Vincent S. MiceliVice-President and Chief Financial Officer 75,000 * Major General David R. Gust, USA, Ret.Director 58,896 * Michael J. D’Almada-Remedios, PhD Director 12,563 * Daniel P. Sharkey Director 8,771 * Directors and Officers as a group (6 persons) 17,968,176 72.3% *Less than 1% (1)Based on 24,858,874 shares of common stock issued and outstanding as of February 27, 2015. Shares of common stock subject to options or warrantscurrently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding suchoptions or warrants, but are not deemed outstanding for purposes of computing the percentage of any other person. 35 Equity Compensation Plan Information as of December 31, 2014 Plan Category Number of Securities to BeIssued uponExercise ofOutstanding Options Weighted AverageExercise Price of OutstandingOptions Number of SecuritiesRemaining Available forFuture Issuance under the Plan(2) (a) (b) (c) Equity compensation plans approved by security holders (1) 0 $- 2,183,506 Equity compensation plans not approved by security holders - - - Total 0 $- 2,183,506 (1)Represents the shares authorized for issuance under the Nxt-ID, Inc. 2013 Long-Term Stock Incentive Plan, which was approved by the Company’sshareholders on January 3, 2013. The maximum aggregate number of shares of Common Stock that may be issued under the Plan, including StockOptions, Stock Awards, including stock issued to the Board of Directors for serving on the Company’s Board, and Stock Appreciation Rights is limitedto 10% of the shares of Common Stock outstanding on the first trading day of any fiscal year, or 2,476,236 for fiscal 2015. (2)As of January 1, 2015. 36 Item 13.Certain Relationships and Related Transactions, and Director Independence Transactions with Related Parties Except as described below, during the past three years, there have been no transactions, whether directly or indirectly, between our company and any of ourofficers, directors, beneficial owners of more than 5% of our outstanding common stock or their family members, that exceeded $120,000. Effective June 25, 2012, the Company acquired certain 100% of the membership interests in 3D-ID, LLC (“3D-ID”), a limited liability company formed inFlorida in February 2011 and owned by the Company’s founders. Since this was a transaction between entities under common control, in accordance withAccounting Standards Codification (“ASC”) 805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carrying amounts in theaccounts of Nxt-ID on the date that 3D-ID was organized, February 14, 2011. Our corporate headquarters are in Shelton, CT. During the year ended December 31, 2013, the Company received an aggregate of $64,000 of cash advances from an officer of the Company and madeaggregate repayments of $64,000. The advances were non-interest bearing and short-term in nature. The founders of Nxt-ID were an integral part of the senior management teams at Technest Holdings, an OTC Bulletin Board public company, and itssubsidiary Genex Technologies. Genex Technologies was founded in 1995 to develop and commercialize the unique Rainbow® method of capturing 3Ddata. Since its founding Genex has developed into one of the market leaders in advanced imaging, including 3D and 360-degree technologies. Genex has developed innovative technologies and products for all aspects of imaging, including capture, processing, display, and enhancement. Genex’sproducts range from 3D cameras to surveillance algorithms to integrated facial recognition systems. Genex and Technest have won awards from the Department of Defense, NIH, NIST and NSF amounting to over $30 million in support of this technology. On August 19, 2011, the Company signed a licensing agreement with Technest Holdings, Inc. and Genex Technologies, Inc., which granted 3D-ID aperpetual sub-licensable, exclusive, worldwide license to use their intellectual property in U.S. Federal and State markets, and a non-exclusive license in allother markets. The Company’s Chief Executive Officer (“CEO”) is a stockholder of and was the former CEO of Technest Holdings, Inc. In consideration of thelicense of rights affected by this Agreement, 3D-ID is obligated to pay Technest a royalty equal to 5% of net sales with a minimum royalty of $15,000 duringthe first two years and $20,000 for each contract year thereafter. For the years ended December 31, 2013 and 2012, the Company incurred $15,000 each year,in connection with the agreement. As of December 31, 2013, $35,000 of minimum royalties are included in accrued expenses in the consolidated balancesheet in connection with the agreement. Director Independence As we are listed on NASDAQ, our determination of independence of directors is made using the definition of “independent director” contained in Rule5605(a)(2) of the Marketplace Rules of the NASDAQ Stock Market. Our board affirmatively determined that Major General David R. Gust, Michael J.D’Almada-Remedios, PhD, and Daniel P. Sharkey, are “independent” directors, as that term is defined in the Nasdaq Stock Market Rules. Item 14.Principal Accounting Fees and Services. Audit Fees Effective October 8, 2014, Marcum LLP resigned as the Company’s independent registered public accounting firm. Prior to Marcum’s resignation, theaggregate fees billed for professional services rendered for the review of our condensed consolidated financial statements for the first and second quartersended March 31, 2014 and June 30, 2014, respectively, as well as services associated with the Form S-1 Registration Statement were $66,800. EffectiveOctober 30, 2014, the Company engaged KPMG LLP as its registered public accounting firm. The aggregate fees billed and expected to be billed by KPMGLLP for professional services rendered for the audit of our annual consolidated financial statements for the fiscal year ended December 31, 2014 and for thereview of our condensed consolidated financial statements are $195,000. The aggregate fees billed by Marcum for professional services rendered for the auditof our annual consolidated financial statements for the fiscal year ended December 31, 2013 and for the review of our S-1 Registration Statement wereapproximately $130,371. Audit Related Fees There were no fees for audit related services for the years ended December 31, 2014 and 2013. Tax Fees For the Company’s fiscal years ended December 31, 2014 and 2013, we were billed by Marcum LLP, $24,072 and $0, respectively for professional servicesrendered for tax compliance, tax advice, and tax planning. The billings received by the Company in 2014 for professional services rendered for taxcompliance, tax advice, and tax planning pertain to tax years 2013 and prior. No tax services were rendered by KPMG LLP. 37 All Other Fees The Company did not incur any other fees related to services rendered by our principal accountants for the fiscal years ended December 31, 2014 and 2013. Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors The Audit Committee pre-approves all audit and non-audit services provided by the independent auditors prior to the engagement of the independentauditors with respect to such services. The Chairman of the Audit Committee has been delegated the authority by the Committee to pre-approve interimservices by the independent auditors other than the annual audit. The Chairman must report all such pre-approvals to the entire Audit Committee at the nextCommittee meeting. 38 PART IV Item 15.Exhibits, Financial Statement Schedules. (a) The following documents are filed as part of this report: (1)Financial Statements: The audited consolidated balance sheets of the Company as of December 31, 2014 and, 2013, the related consolidated statements of operations, changes instockholders’ equity (deficiency) and cash flows for the years then ended, the footnotes thereto, and the respective reports of KPMG LLP and Marcum LLP,both independent registered public accounting firms, are filed herewith. (2)Financial Schedules: None Financial statement schedules have been omitted because they are either not applicable or the required information is included in the consolidated financialstatements or notes hereto. (3)Exhibits: The exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report. (b) The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with the SEC in which theexhibit was included. Certain of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that have been made solelyfor the benefit of the parties to the agreement. These representations and warranties: ●may have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements, whichdisclosures are not necessarily reflected in the agreements; ●may apply standards of materiality that differ from those of a reasonable investor; and ●were made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances. Accordingly, these representations and warranties may not describe the actual state of affairs as of the date that these representations and warranties weremade or at any other time. Investors should not rely on them as statements of fact. 39 ExhibitNo. Description of Exhibit 3.1(i) Certificate of Incorporation (1)3.1(ii) Bylaws (1)4.1 Form of Warrant Agreement and Form of Warrant (1)4.2 Form of Warrant for January 2014 Offering (2)4.3 Form of Agent Warrant for January 2014 Offering (2)4.4 Form of Warrant for June 2014 and August 2014 Offerings (5)4.5 Form of Warrant for September 2014 Offering (6)4.6 Form of Underwriter Warrant for September 2014 Offering (6)10. 1† Form of Indemnification Agreement (1)10.2 † 2013 Long Term Incentive Plan (1)10.3 † Forms of Agreement Under 2013 Long Term Incentive Plan (1)10.4 † Employment Agreement Between Nxt-ID and Gino Pereira (3)10.5 License Agreement between 3D-ID, LLC and Genex Technologies (1)10.6 License Agreement between 3D-ID, LLC and Aellipsys Holdings (1)10.7 Purchase Agreement between 3D-ID, LLC and Nxt-ID, Inc. (1)10.8 †† Manufacturing agreement with Identita Technologies, Inc., dated January 18, 2013 (4)10.9 Form of Securities Purchase Agreement for January 2014 Offering (2)10.11 Form of Securities Purchase Agreement for June 2014 and August 2014 Offerings (5)10.12 Form of Registration Rights Agreement for June 2014 and August 2014 Offerings (5)14.1 Code of Ethics (3)21.1 List of Subsidiaries (1) 101.INS XBRL Instance Document101.SCH XBRL Taxonomy Schema101.CAL XBRL Taxonomy Calculation Linkbase101.DEF XBRL Taxonomy Definition Linkbase101.LAB XBRL Taxonomy Label Linkbase101.PRE XBRL Taxonomy Presentation Linkbase In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. † Management contract or compensatory plan or arrangement.†† Confidential treatment has been received for schedules A, C, and D to the agreement (1)Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-184673) with the SEC on January 31, 2013. (2)Filed as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on January 17, 2014. (3)Filed as an Exhibit to the Company’s Annual Report on Form 10-K with the SEC on February 24, 2014. (4)Filed as an Exhibit to the Company’s Registration Statement on Form S-1/A (File No. 333-184673) with the SEC on March 25, 2013. (5)Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 5, 2014. (6)Filed as Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 14, 2014. 40 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on itsbehalf by the undersigned, thereunto duly authorized. Nxt-ID, Inc. Date: March 6, 2015By:/s/ Gino M. Pereira Gino M. Pereira Chief Executive Officer(Principal Executive Officer) Date: March 6, 2015By:/s/ Vincent S. Miceli Vincent S. MiceliChief Financial Officer(Principal Financial Officer and Principal AccountingOfficer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrantand in the capacities and on the dates indicated. Date: March 6, 2015By:/s/ Gino M. Pereira Gino M. Pereira Chief Executive Officer and Director(Principal Executive Officer) Date: March 6, 2015By:/s/ Vincent S. Miceli Vincent S. Miceli Chief Financial Officer(Principal Financial Officer and Accounting Officer) Date: March 6, 2015By:/s/ Major General David R. Gust, USA, Ret. Major General David R. Gust, USA, Ret.Director Date: March 6, 2015By:/s/ Michael J. D’Almada-Remedios, PhD Michael J. D’Almada-Remedios, PhD Director Date: March 6, 2015By:/s/ Daniel P. Sharkey Daniel P. Sharkey Director 41 INDEX TO EXHIBITS ExhibitNo. Description of Exhibit 3.1(i) Certificate of Incorporation (1)3.1(ii) Bylaws (1)4.1 Form of Warrant Agreement and Form of Warrant (1)4.2 Form of Warrant for January 2014 Offering (2)4.3 Form of Agent Warrant for January 2014 Offering (2)4.4 Form of Warrant for June 2014 and August 2014 Offerings (5)4.5 Form of Warrant for September 2014 Offering (6)4.6 Form of Underwriter Warrant for September 2014 Offering (6)10. 1† Form of Indemnification Agreement (1)10.2 † 2013 Long Term Incentive Plan (1)10.3 † Forms of Agreement Under 2013 Long Term Incentive Plan (1)10.4 † Employment Agreement Between Nxt-ID and Gino Pereira (3)10.5 License Agreement between 3D-ID, LLC and Genex Technologies (1)10.6 License Agreement between 3D-ID, LLC and Aellipsys Holdings (1)10.7 Purchase Agreement between 3D-ID, LLC and Nxt-ID, Inc. (1)10.8 †† Manufacturing agreement with Identita Technologies, Inc., dated January 18, 2013 (4)10.9 Form of Securities Purchase Agreement for January 2014 Offering (2)10.11 Form of Securities Purchase Agreement for June 2014 and August 2014 Offerings (5)10.12 Form of Registration Rights Agreement for June 2014 and August 2014 Offerings (5)14.1 Code of Ethics (3)21.1 List of Subsidiaries (1) 101.INS XBRL Instance Document101.SCH XBRL Taxonomy Schema101.CAL XBRL Taxonomy Calculation Linkbase101.DEF XBRL Taxonomy Definition Linkbase101.LAB XBRL Taxonomy Label Linkbase101.PRE XBRL Taxonomy Presentation Linkbase In accordance with SEC Release 33-8238, Exhibits 32.1 and 32.2 are being furnished and not filed. † Management contract or compensatory plan or arrangement.†† Confidential treatment has been received for schedules A, C, and D to the agreement (1)Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-184673) with the SEC on January 31, 2013. (2)Filed as an Exhibit to the Company’s Current Report on Form 8-K with the SEC on January 17, 2014. (3)Filed as an Exhibit to the Company’s Annual Report on Form 10-K with the SEC on February 24, 2014. (4)Filed as an Exhibit to the Company’s Registration Statement on Form S-1/A (File No. 333-184673) with the SEC on March 25, 2013. (5)Filed as an Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 5, 2014. (6)Filed as Exhibit to the Company’s Registration Statement on Form S-1 (File No. 333-197845) with the SEC on August 14, 2014. 42 Nxt-ID, Inc. and SubsidiaryCONTENTS Report of Independent Registered Public Accounting FirmsF-2 Consolidated Financial Statements Consolidated Balance SheetsF-4Consolidated Statements of OperationsF-5Consolidated Statements of Changes in Stockholders’ Equity (Deficiency)F-6Consolidated Statements of Cash FlowsF-7 Notes to Consolidated Financial StatementsF-8 - F-23 F-1 Report of Independent Registered Public Accounting Firm The Board of Directors and StockholdersNxt-ID, Inc.: We have audited the accompanying consolidated balance sheet of Nxt-ID, Inc. as of December 31, 2014 and the related consolidated statements ofoperations, stockholders’ equity (deficiency), and cash flows for the year then ended. These consolidated financial statements are the responsibility of theCompany’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includesexamining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accountingprinciples used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our auditprovides a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Nxt-ID, Inc. as ofDecember 31, 2014, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accountingprinciples. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in note2 to the consolidated financial statements, the Company has incurred recurring losses from operations that raise substantial doubt about its ability tocontinue as a going concern. Management’s plans in regard to these matters are also described in note 2. The consolidated financial statements do notinclude any adjustments that might result from the outcome of this uncertainty. /s/ KPMG LLPStamford, ConnecticutMarch 6, 2015 F-2 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Audit Committee of theBoard of Directors and Stockholdersof Nxt-ID, Inc. We have audited the accompanying consolidated balance sheet of Nxt-ID, Inc. and Subsidiary (the “Company”) as of December 31, 2013, and the relatedconsolidated statements of operations, changes in stockholders’ deficiency, and cash flows for the year then ended. These financial statements are theresponsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require thatwe plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is notrequired to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal controlover financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinionon the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining,on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significantestimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis forour opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Nxt-ID, Inc. and Subsidiary, as ofDecember 31, 2013, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted inthe United States of America. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As more fullydescribed in Note 2, the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. Theseconditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are alsodescribed in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. /s/ Marcum LLP Marcum LLP New York, NYFebruary 24, 2014 F-3 Nxt-ID, Inc. and SubsidiaryCONSOLIDATED BALANCE SHEETS December 31, December 31, 2014 2013 Assets Current Assets Cash $2,201,287 $303,626 Restricted cash 28,439 - Inventory 359,544 6,533 Prepaid expenses and other current assets 918,204 3,313 Total Current Assets 3,507,474 313,472 Property and equipment, net of accumulated depreciation of $13,157 and $684 156,223 7,734 Total Assets $3,663,697 $321,206 Liabilities and Stockholders' Equity (Deficiency) Current Liabilities Accounts payable $535,209 $244,094 Accrued expenses 254,545 135,017 Customer deposits 138,599 - Convertible notes payable, net of discount of $0 and $26,755, respectively - 123,245 Derivative liability - warrants - 1,531,303 Conversion feature liability - 118,940 Total Current Liabilities 928,353 2,152,599 Commitments and Contingencies Stockholders' Equity (Deficiency) Preferred stock, $0.0001 par value: 10,000,000 shares authorized; none issued and outstanding - - Common stock, $0.0001 par value: 100,000,000 shares authorized; 24,762,360 and 21,937,822 issued and outstanding,respectively 2,476 2,194 Additional paid-in capital (deficit) 11,562,887 (80,177)Accumulated deficit (8,830,019) (1,753,410) Total Stockholders' Equity (Deficiency) 2,735,344 (1,831,393) Total Liabilities and Stockholders' Equity (Deficiency) $3,663,697 $321,206 The accompanying notes are an integral part of these consolidated financial statements. F-4 Nxt-ID, Inc. and SubsidiaryCONSOLIDATED STATEMENTS OF OPERATIONS For theYear EndedDecember 31,2014 For the Year EndedDecember 31,2013 Revenues $- $- Costs of goods sold - - Gross Profit - - Operating Expenses General and administrative 2,432,660 835,162 Selling and marketing 1,396,077 81,323 Research and development 1,417,745 518,614 Total Operating Expenses 5,246,482 1,435,099 Operating Loss (5,246,482) (1,435,099) Other Income and (Expense) Interest income 1,235 - Interest expense (30,744) (35,461)Inducement expense (2,212,538) - Unrealized gain (loss) on change in fair value of derivative liabilities 412,763 (73,974)Total Other Expense, Net (1,829,284) (109,435) Loss before Income Taxes (7,075,766) (1,544,534)Provision for Income Taxes (843) - Net Loss $(7,076,609) $(1,544,534) Net Loss Per Share - Basic and Diluted $(0.31) $(0.07) Weighted Average Number of Common Shares Outstanding - Basic and Diluted 22,849,010 21,409,369 The accompanying notes are an integral part of these consolidated financial statements. F-5 Nxt-ID, Inc. and SubsidiaryCONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY) FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 Common Stock Additional Paid-inCapital Accumulated Shares Amount (Deficit) Deficit Total Balance - January 1, 2013 20,752,000 $2,076 $200,224 $(208,876) $(6,576) Exercise of common stock purchase warrants 300,000 30 299,970 - 300,000 Issuance of common stock and warrants for cash, net of fees 443,063 44 588,736 - 588,780 Issuance of common stock for cash, net of fees 204,000 20 50,980 - 51,000 Issuance of common stock for services 377,222 38 311,202 - 311,240 Retirement of common stock by officers (138,463) (14) 14 - - Issuance of warrants in connection with offering (Note 8) - - (1,531,303) - (1,531,303) Net loss - - - (1,544,534) (1,544,534)Balance - December 31, 2013 21,937,822 $2,194 $(80,177) $(1,753,410) $(1,831,393) Exercise of common stock purchase warrants, net of fees 500,000 50 1,469,950 - 1,470,000 Issuance of common stock and warrants for cash, net of fees 2,404,197 240 5,758,795 - 5,759,035 Unrealized gain on change in fair value of derivativeliability - - (412,763) - (412,763) Issuance of common stock for services 280,637 28 765,947 - 765,975 Issuance of restricted stock to employees - - 26,833 - 26,833 Retirement of common stock by officers (676,924) (68) 68 - - Issuance of warrants in connection with offering (Note 8) - - 1,531,303 - 1,531,303 Write-off of conversion feature liability - - 118,940 - 118,940 Write-off of CI note and accrued interest 55,497 6 171,479 - 171,485 Inducement fees 261,131 26 2,212,512 - 2,212,538 Net loss - - - (7,076,609) (7,076,609)Balance - December 31, 2014 24,762,360 $2,476 $11,562,887 $(8,830,019) $2,735,344 The accompanying notes are an integral part of these consolidated financial statements. F-6 Nxt-ID, Inc. and SubsidiaryCONSOLIDATED STATEMENTS OF CASH FLOWS For the Years Ended December 31, 2014 2013 Cash Flows from Operating Activities Net loss $(7,076,609) $(1,544,534)Adjustment to reconcile net loss to net cash used in operating activities: Depreciation 12,473 585 Stock based compensation 792,808 311,240 Amortization of debt discount 26,755 18,211 Inducement fees 2,212,538 - Unrealized (gain) loss on change in fair value of derivative liabilities (412,763) 73,974 Changes in operating assets and liabilities: Inventory (353,011) (6,533)Prepaid expenses and other current assets (910,911) (3,313)Accounts payable 268,106 244,094 Accrued expenses 141,013 65,738 Customer deposits 138,599 - Total Adjustments 1,915,607 703,996 Net Cash Used in Operating Activities (5,161,002) (840,538) Cash flows from Investing Activities Restricted cash (28,439) - Purchase of equipment (137,953) (6,436)Net Cash Used in Investing Activities (166,392) (6,436) Cash flows from Financing Activities Proceeds received in connection with issuance of common stock and warrants, net 5,754,035 588,780 Proceeds received in connection with issuance of common stock, net - 51,000 Proceeds from convertible notes payable - 75,000 Proceeds received in connection with exercise of warrants 1,470,000 300,000 Proceeds received in connection with issuance of warrants 1,020 - Proceeds from advances made by officer - 64,000 Repayments of advances made by officer - (64,000)Net Cash Provided by Financing Activities 7,225,055 1,014,780 Net Increase in Cash 1,897,661 167,806 Cash - Beginning of Year 303,626 135,820 Cash - End of Year $2,201,287 $303,626 Supplemental Disclosures of Cash Flow Information: Cash paid during the periods for: Interest $- $- Taxes $- $- Non-cash financing activities: Recognition of liability in connection with warrant exercise $3,450,976 $- Reclassification of warrant liability to additional paid-in capital in connection with warrant modification $4,589,734 $- Issuance of common stock in connection with conversion of note payable and accrued interest $171,485 - Reclassification of conversion feature liability in connection with note conversion $98,722 $44,966 Retirement of common stock by officers $68 $14 Issuance of warrants in connection with offering (Note 8) $- $1,531,303 The accompanying notes are an integral part of these consolidated financial statements. F-7 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1 - ORGANIZATION AND PRINCIPAL BUSINESS ACTIVITY Nxt-ID, Inc. (“Nxt-ID” or the “Company”) was incorporated in the State of Delaware on February 8, 2012. Nxt-ID is a biometrics and authentication companyfocused on the growing m-commerce market with an innovative MobileBio™ suite of biometric solutions that secure mobile platforms. The Company alsoserves the access control and law enforcement facial recognition markets. 3D-ID, LLC (“3D-ID”) was organized and registered in the State of Florida on February 14, 2011. The Company is an early stage company engaged in thedesign, research and development, integration, analysis, modeling, system networking, sales and support of intelligent surveillance, three dimensional facialrecognition and three dimensional imaging devices and systems primarily for identification and access control in the security industries. On September 25, 2012, Nxt-ID, a company having similar ownership as 3D-ID, acquired 100% of the membership interests in 3D-ID (the “Acquisition”) inexchange for 20,000,000 shares of Nxt-ID common stock. Since this was a transaction between entities under common control, in accordance withAccounting Standards Codification (“ASC”) 805, “Business Combinations”, Nxt-ID recognized the net assets of 3D-ID at their carrying amounts in theaccounts of Nxt-ID on the date that 3D-ID was organized. NOTE 2 - GOING CONCERN AND MANAGEMENT PLANS The Company is an early stage entity and incurred net losses of $7,076,609 during the year ended December 31, 2014. As of December 31, 2014 theCompany had working capital and stockholders’ equity of $2,579,121 and $2,735,344, respectively. In order to execute the Company's long-term strategicplan to develop and commercialize its core products, the Company will need to raise additional funds, through public or private equity offerings, debtfinancings, or other means. The Company can give no assurance that the cash raised subsequent to December 31, 2014 or any additional funds raised will besufficient to execute its business plan. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Companycan give no assurance that additional funds will be available on reasonable terms, or available at all, or that it will generate sufficient revenue to alleviatethese conditions. The Company’s ability to execute its business plan is dependent upon its ability to raise additional equity, secure debt financing, and/or generate revenue.Should the Company not be successful in obtaining the necessary financing, or generate sufficient revenue to fund its operations, the Company would needto curtail certain of its operational activities. The accompanying financial statements do not include any adjustments that might be necessary should theCompany be unable to continue as a going concern. NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES USE OF ESTIMATES IN THE FINANCIAL STATEMENTS The preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”) requires management to make estimates andassumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. F-8 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the accounts of Nxt-ID and its wholly-owned subsidiary, 3D-ID. Intercompany balances and transactions havebeen eliminated upon consolidation. CASH The Company considers all highly liquid securities with an original maturity date of three months or less when purchased to be cash equivalents. Due to theirshort-term nature, cash equivalents are carried at cost, which approximates fair value. At December 31, 2014 and 2013, the Company had no cash equivalents. CONCENTRATIONS OF CREDIT RISK Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains its cashbalances in financial institutions located in the United States. At times, the Company’s cash balances may be uninsured or in deposit accounts that exceedthe Federal Deposit Insurance Corporation (“FDIC”) insurance limits. REVENUE RECOGNITION The Company’s 3D facial recognition and identification products are currently available for sale and the Company has begun accepting pre-orders on itsMobile Bio Wocket. The Company recognizes revenue in connection with the sale of these products when persuasive evidence of an arrangement exists, theservice has been rendered or product delivery has occurred, the price is fixed or readily determinable and collectability of the sale is reasonably assured. As ofDecember 31, 2014, the Company has received $138,599 in customer deposits in connection with pre-orders of its Mobile Bio Wocket. LONG-LIVED ASSETS Long-lived assets, such as property and equipment, are evaluated for impairment whenever events or changes in circumstances indicate the carrying value ofan asset may not be recoverable in accordance with ASC 360-10-35-17 through 35-35 "Measurement of an Impairment Loss." The Company assesses theimpairment of the assets based on the undiscounted future cash flow the assets are expected to generate compared to the carrying value of the assets. If thecarrying amount of the assets is determined not to be recoverable, a write-down to fair value is recorded. Management estimates future cash flows usingassumptions about expected future operating performance. Management's estimates of future cash flows may differ from actual cash flow due to, among otherthings, technological changes, economic conditions or changes to the Company's business operations. PROPERTY AND EQUIPMENT Property and equipment consisting of furniture, fixtures and tooling is stated at cost. The costs of additions and improvements are generally capitalized andexpenditures for repairs and maintenance are expensed in the period incurred. When items of property and equipment are sold or retired, the related costs andaccumulated depreciation are removed from the accounts and any gain or loss is included in income. Depreciation of property and equipment is providedutilizing the straight-line method over the estimated useful life of the respective asset as follows: Equipment 5 yearsFurniture and fixtures 3 to 5 yearsTooling and molds 2 to 3 years Depreciation expense for the year ended December 31, 2014 and 2013 was $12,473 and $585, respectively. F-9 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INVENTORY Inventory at December 31, 2014 consists of raw materials and is valued at the lower of cost or market with cost determined using the first-in, first-out methodand with market defined as the lower of replacement cost or realizable value. As of December 31, 2014 inventory is comprised of $359,544 in raw materialson hand. In addition, as an early stage entity, the Company is required to prepay for raw materials with certain vendors until credit terms can be established.As of December 31, 2014, $423,054 of prepayments made for inventory is included in prepaid expenses and other current assets on the consolidated balancesheet. CONVERTIBLE INSTRUMENTS The Company applies the accounting standards for derivatives and hedging and for distinguishing liabilities from equity when accounting for hybridcontracts that feature conversion options. The accounting standards require companies to bifurcate conversion options from their host instruments andaccount for them as free standing derivative financial instruments according to certain criteria. The criteria include circumstances in which (i) the economiccharacteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the hostcontract, (ii) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value underotherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (iii) a separate instrumentwith the same terms as the embedded derivative instrument would be considered a derivative instrument. The derivative is subsequently marked to market at each reporting date based on current fair value, with the changes in fair value reported in the results ofoperations. Conversion options that contain variable settlement features such as provisions to adjust the conversion price upon subsequent issuances of equity or equitylinked securities at exercise prices more favorable than that featured in the hybrid contract generally result in their bifurcation from the host instrument. The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should not be bifurcatedfrom their host instruments in accordance with ASC 470-20 “Debt with Conversion and Other Options”. The Company records, when necessary, discounts toconvertible notes for the intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of theunderlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the note. Debt discounts underthese arrangements are amortized over the term of the related debt. See Note 5. DERIVATIVE FINANCIALS INSTRUMENTS The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. The Company evaluates all of itsfinancial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financialinstruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date,with changes in the fair value reported in the consolidated statements of operations. For stock-based derivative financial instruments, the Company uses theBlack-Scholes option valuation model to value the derivative instruments at inception and on subsequent valuation dates. The conversion feature embeddedwithin Company’s convertible note payable does not have fixed settlement provisions as the conversion price varies based on the trading price of theCompany’s common stock and the potential number of common shares to be issued upon conversion is indeterminable up to a maximum of 120,000 shares ofcommon stock. In addition, the warrants issued in connection with the Offering (as defined in Note 8) do not have fixed settlement provisions as theirexercise prices may be lowered if the Company conducts an offering in the future at a price per share below the exercise price of the warrants. Accordingly,the conversion feature and warrants have been recognized as derivative instruments. The classification of derivative instruments, including whether suchinstruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative instrument liabilities are classified in thebalance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of thebalance sheet date. (See Note 6.) DEBT DISCOUNT AND AMORTIZATION OF DEBT DISCOUNT Debt discount represents the fair value of embedded conversion options of various convertible debt instruments and attached convertible equity instrumentsissued in connection with debt instruments. The debt discount is amortized over the earlier of (i) the term of the debt or (ii) conversion of the debt. Theamortization of debt discount is included as a component of interest expense included in other income and expenses in the accompanying statements ofoperations. F-10 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) INCOME TAXES The Company uses the asset and liability method of accounting for income taxes in accordance with ASC Topic 740, "Income Taxes." Under this method,income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year and (ii) deferred tax consequences of temporarydifferences resulting from matters that have been recognized in an entity's financial statements or tax returns. Deferred tax assets and liabilities are measuredusing enacted tax rates expected to apply to taxable income in the year in which those temporary differences are expected to be recovered or settled. Theeffect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. Avaluation allowance is provided to reduce the deferred tax assets reported if based on the weight of the available positive and negative evidence, it is morelikely than not some portion or all of the deferred tax assets will not be realized. ASC Topic 740-10-30 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements and prescribes a recognitionthreshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.ASC Topic 740-10-40 provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition.The Company will classify as income tax expense any interest and penalties. The Company has no material uncertain tax positions for any of the reportingperiods presented. Generally, the tax authorities may examine the partnership/corporate tax returns for three years from the date of filing. The Company hasfiled all of its tax returns for all prior periods through December 31, 2014. As a result, the Company’s net operating loss carryovers will now be available tooffset any future taxable income. STOCK-BASED COMPENSATION The Company accounts for share-based awards exchanged for employee services at the estimated grant date fair value of the award. The Company accountsfor equity instruments issued to non-employees at their fair value on the measurement date. The measurement of stock-based compensation is subject toperiodic adjustment as the underlying equity instrument vests or becomes non-forfeitable. Non-employee stock-based compensation charges are amortizedover the vesting period or as earned. NET LOSS PER SHARE Basic loss per share was computed using the weighted average number of common shares outstanding. Diluted loss per share includes the effect of dilutedcommon stock equivalents. Potentially dilutive securities realizable from the exercise of 3,629,776 warrants as of December 31, 2014 were excluded from thecomputation of diluted net loss per share because the effect of their inclusion would have been anti-dilutive. As of December 31, 2013, potentially dilutivesecurities realizable from the exercise of 454,600 warrants and from the conversion of the Company’s then outstanding note payable into 50,000 shares ofcommon stock as of December 31, 2013, respectively, were excluded from the computation of diluted net loss per share because the effect of their inclusionwould have been anti-dilutive. RESEARCH AND DEVELOPMENT Research and development costs consist of expenditures incurred during the course of planned research and investigation aimed at the discovery of newknowledge, which will be useful in developing new products or processes. The Company expenses all research and development costs as incurred. RECENT ACCOUNTING PRONOUNCEMENTS The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2013-11, Income Taxes (Topic 740): Presentation ofan Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASBEmerging Issues Task Force). The amendments in this ASU state that an unrecognized tax benefit, or a portion of an unrecognized tax benefit, should bepresented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward,except as follows. To the extent a net operating loss carryforward, a similar tax loss, or a tax credit carryforward is not available at the reporting date under thetax law of the applicable jurisdiction to settle any additional income taxes that would result from the disallowance of a tax position or the tax law of theapplicable jurisdiction does not require the entity to use, and the entity does not intend to use, the deferred tax asset for such purpose, the unrecognized taxbenefit should be presented in the financial statements as a liability and should not be combined with deferred tax assets. The amendments in this ASU areeffective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Early adoption is permitted. The amendments should beapplied prospectively to all unrecognized tax benefits that exist at the effective date. Retrospective application is permitted. The adoption of this standarddid not have a material impact on the Company’s consolidated financial position and results of operations. F-11 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) RECENT ACCOUNTING PRONOUNCEMENTS, CONTINUED In May 2014, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update No. 2014-09, Revenue from Contracts withCustomers (“ASU 2014-09”), which stipulates that an entity should recognize revenue to depict the transfer of promised goods or services to customers in anamount that reflects the consideration to which the entity expects to be entitled in exchange for such goods or services. To achieve this core principle, anentity should apply the following steps: (1) identify the contract(s) with a customer; (2) identify the performance obligations in the contract(s); (3) determinethe 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 entitysatisfies a performance obligation. The guidance also requires advanced disclosures regarding the nature, amount, timing and uncertainty of revenue and cashflows arising from an entity’s contracts with customers. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2016 with earlyadoption not permitted. The amendments may be applied retrospectively to each period presented or with the cumulative effect recognized as of the date ofinitial application. The Company is currently evaluating ASU 2014-09. In August 2014, the FASB issued Accounting Standards Update No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a GoingConcern (“ASU 2014-15”), amending FASB Accounting Standards Subtopic 205-40 to provide guidance about management’s responsibility to evaluatewhether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. Specifically, theamendments (1) provide a definition of the term “substantial doubt,” (2) require an evaluation every reporting period, (3) provide principles for consideringthe mitigating effect of management’s plans, (4) require certain disclosures when substantial doubt is alleviated as a result of consideration of management’splans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6) require an assessment for a period of one yearafter the date that financial statements are issued. ASU 2014-15 is effective for fiscal years ending after December 15, 2016, and for annual periods andinterim periods thereafter. The Company is currently evaluating ASU 2014-15 and does not anticipate a material impact on its consolidated financialstatements. NOTE 4 - ACCRUED EXPENSES Accrued expenses consist of the following: December 31, 2014 2013 Salaries and payroll taxes $35,239 $18,750 Reimbursable expenses 5,426 196 Consulting fees 10,000 18,574 Audit fees 50,000 - Insurance 136,349 - Rent 628 - State income taxes 843 - Royalty fees - 35,000 Investment banking fees - 45,000 Interest expense - convertible note - 17,497 Other 16,060 - Totals $254,545 $135,017 F-12 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 5 - CONVERTIBLE NOTES PAYABLE On December 13, 2012, the Company received approval from Connecticut Innovations, Inc. (“CII”) for a Convertible Note (the “Note”) in the amount of$150,000 The Company received the first tranche of $75,000 on December 21, 2012, and the second tranche of $75,000 on January 31, 2013. As ofDecember 31, 2013, the Company has accrued $17,497 in interest in connection with the Note. The Note’s maturity date is December 21, 2014. The Company received notice on February 11, 2014 from CII regarding converting its outstanding convertible note of $150,000, along with accrued interestof $21,485, into common stock at a 25% discount to the Company’s closing stock price on February 17, 2014. Since February 17, 2014 was a holiday, theCompany used its closing stock price on February 18, 2014 to determine the number of shares issued to CII resulting from the conversion. The Companyissued 55,497 shares in full relief of its outstanding debt and accrued interest of $171,485. Since the Note was converted on February 18, 2014, the Company re-measured the conversion feature liability associated with the convertible note payableon that date. The Company recorded an unrealized gain on the change in the fair value of the conversion feature liability of $20,218 for the nine monthsended September 30, 2014 (see Note 6 below) and reclassified the re-measured conversion feature of $98,722 to additional paid-in capital. Since the Note wasconverted, the remaining unamortized portion of the debt discount of $26,755 was expensed during the first quarter of 2014. NOTE 6 - DERIVATIVE LIABILITIES Fair value of financial instruments is defined as an exit price, which is the price that would be received upon sale of an asset or paid upon transfer of aliability in an orderly transaction between market participants at the measurement date. The degree of judgment utilized in measuring the fair value of assetsand liabilities generally correlates to the level of pricing observability. Financial assets and liabilities with readily available, actively quoted prices or forwhich fair value can be measured from actively quoted prices in active markets generally have more pricing observability and require less judgment inmeasuring fair value. Conversely, financial assets and liabilities that are rarely traded or not quoted have less price observability and are generally measuredat fair value using valuation models that require more judgment. These valuation techniques involve some level of management estimation and judgment,the degree of which is dependent on the price transparency of the asset, liability or market and the nature of the asset or liability. The Company hascategorized its financial assets and liabilities measured at fair value into a three-level hierarchy. The conversion feature embedded within the Company’s convertible notes payable and the warrants issued in connection with the Offering (as defined inNote 8) did not have fixed settlement provisions on the dates they were initially issued because the conversion and exercises prices could have been loweredif the Company issued securities at lower price before conversion. During 2014, the derivative liabilities were valued using the Black-Scholes option valuation model and the following weighted average assumptions on thefollowing dates: February 21,2014 February 18,2014 January 13,2014 Embedded Conversion Feature and Warrant Liability: Risk-free interest rate 1.52% .10% 1.60%Expected volatility 105.36% 105.36% 123.54%Expected life (in years) 4.88 .75 5.00 Expected dividend yield - - - Number of shares 1,391,539 55,497 941,539 Fair value $4,589,734 $98,722 $3,450,976 F-13 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - DERIVATIVE LIABILITIES (CONTINUED) During 2013, the derivative liabilities were valued using the Black-Scholes option valuation model and the following weighted average assumptions on thefollowing dates: May 25,2013 December 31,2013 Embedded Conversion Feature and Warrant Liability: Risk-free interest rate 0.30% 0.30%Expected volatility 91.17% 123.54%Expected life (in years) 1.60 4.59 Expected dividend yield - - Number of shares 120,000 500,000 Fair value $44,966 $1,650,243 The risk-free interest rate was based on rates established by the Federal Reserve. Since the Company’s stock has not been publicly traded for a sufficientlylong period of time, the Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent tothe expected life of the instrument being valued, of similarly positioned public companies within its industry. The expected life of the conversion feature wasdetermined by the maturity date of the Note and the expected life of the warrants was determined by their expiration dates. The expected dividend yield wasbased upon the fact that the Company has not historically paid dividends on its common stock, and does not expect to pay dividends on its common stock inthe future. Fair Value Measurement Valuation HierarchyASC 820, “Fair Value Measurements and Disclosures,” establishes a valuation hierarchy for disclosure of the inputs to valuation used to measure fair value.This hierarchy prioritizes the inputs into three broad levels as follows. Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets orliabilities. Level 2 inputs are quoted prices for similar assets and liabilities in active markets or inputs that are observable for the asset or liability, eitherdirectly or indirectly through market corroboration, for substantially the full term of the financial instrument. Level 3 inputs are unobservable inputs basedon the Company’s own assumptions used to measure assets and liabilities at fair value. A financial asset or liability’s classification within the hierarchy isdetermined based on the lowest level input that is significant to the fair value measurement. The Company had no liabilities carried at fair value that weremeasured on a recurring basis at December 31, 2014. The following table provides the liabilities carried at fair value measured on a recurring basis as of December 31, 2013: Fair Value Measurements at December 31, 2013 Total Carrying Value at December 31,2013 Quoted prices in active markets (Level 1) Significant other observable inputs (Level 2) Significant unobservable inputs (Level 3) Derivative liabilities $1,650,243 $- $- $1,650,243 F-14 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 6 - DERIVATIVE LIABILITIES (CONTINUED) The carrying amounts of cash, inventory, prepaid expenses, accounts payable and accrued liabilities approximate their fair value due to their short maturities.The Company’s other financial instruments include its convertible notes payable obligations. The carrying value of these instruments approximate fair value,as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. The Company measures the fair value of financialassets and liabilities based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or mostadvantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company maximizes theuse of observable inputs and minimizes the use of unobservable inputs when measuring fair value. Level 3 liabilities are valued using unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of thederivative liabilities. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s accounting department, who reportsto the Principal Financial Officer, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting department and are approved by the PrincipalFinancial Officer. Level 3 Valuation TechniquesLevel 3 financial liabilities consist of the conversion feature liability and common stock purchase warrants for which there are no current market for thesesecurities such that the determination of fair value requires significant judgment or estimation. Changes in fair value measurements categorized within Level3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. A significant decrease in thevolatility or a significant decrease in the Company’s stock price, in isolation, would result in a significantly lower fair value measurement. As of December 31, 2014, there were no transfers in or out of level 3 from other levels in the fair value hierarchy. The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: For the yearendedDecember 31,2014 For the yearended December 31,2013 Beginning liability balance $1,650,243 $- Recognition of derivative value in equity 3,450,976 1,531,303 Recognition of conversion feature liability - 44,966 Net unrealized gain on derivative liabilities in equity (392,545) - Net unrealized (gain) loss on conversion feature liabilities (20,218) 73,974 Adjustment to additional paid-in capital upon conversion and modification (4,688,456) - Ending balance $- $1,650,243 The Company held no Level 3 financial instruments at December 31, 2014. NOTE 7 - ADVANCES FROM OFFICER During the year ended December 31, 2013, the Company received an aggregate of $64,000 of cash advances from an officer of the Company and madeaggregate repayments of $64,000. The advances were non-interest bearing and short-term in nature. NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY) On January 13, 2014, the Company closed a “best efforts” private offering of $1,000,000 (the “Offering”) with a group of accredited investors (the“Purchasers”) and the Company exercised the oversubscription amount allowed in the Offering of $350,000, for total gross proceeds to the Company of$1,350,000 before deducting placement agent fees and other expenses. Pursuant to a securities purchase agreement with the Purchasers (the “PurchaseAgreement”), the Company issued to the Purchasers (i) 415,387 shares of the Company’s common stock, par value $0.0001 and (ii) warrants (the “Warrants”)to purchase 1,350,000 shares (the “Warrant Shares”) of the Company’s common stock at an exercise price of $3.25 per share. In connection with the Offering,138,463 units were sold at the end of December 2013 and 276,924 units were sold in January 2014, all at $3.25 per unit. As a result, the Company receivedaggregate gross proceeds of $450,000 in December 2013 from the issuance of 138,463 shares of common stock and 450,000 Warrants, and the Companyreceived $900,000 in January 2014 from the issuance of 276,924 shares of common stock and 900,000 Warrants. Costs incurred associated with the Offeringin December 2013 and January 2014 were $56,820 and $100,006, respectively. In January 2014, the placement agent received 41,539 Warrants to purchase41,539 shares of the Company’s common stock as fees. Pursuant to the Purchase Agreement, the Company’s founders who are members of management (the “Founders”) agreed to cancel a corresponding number ofshares to those shares issued in the Offering and place in escrow a corresponding number of shares to be cancelled for each Warrant Share issued. As a result,the Founders retired 138,463 and 276,924 shares of common stock in December 2013 and January 2014, respectively. F-15 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY) The Warrants are exercisable for a period of five (5) years from the original issue date. The initial exercise price with respect to the Warrants was $3.25 pershare. On the date of issuance, the Warrants were recognized as derivative liabilities as they did not have fixed settlement provisions because their exerciseprices could be lowered if the Company was to issue securities at a lower price in the future. As a result, the Company recorded $3,450,976 as derivativeliability warrants on the condensed consolidated balance sheet on January 13, 2014. On February 21, 2014, the Company amended the terms of the 1,391,539 Warrants issued in the Offering as compensation to the placement agent to eliminatethe anti-dilution provision and to lower the exercise price of the Warrants from $3.25 to $3.00. As a result of the Warrant modifications, the Company re-measured the Warrant liability on the modification date and recorded an unrealized gain on derivative liabilities of $448,072 and reclassified the aggregatere-measured value of the Warrants of $4,514,772 to additional paid-in capital. See Note 6 below. On various dates, during the first nine months ended September 30, 2014, the Company received gross proceeds of $1,500,000 in connection with theexercise of 500,000 warrants into 500,000 shares of common stock at an exercise price of $3.00 per share, net of fees paid upon the exercise of the warrantsissued in the Offering per the terms of the underwriter agreement of $30,000. Upon exercise, pursuant to the Purchase Agreement, the Company’s Founderscancelled a corresponding number of shares for each Warrant Share issued. As a result, the Founders retired 400,000 shares of common stock. From June 12, 2014 to June 17, 2014, the Company conducted a private offering with a group of accredited investors (the “June Purchasers”) who hadpreviously participated in the Offering that occurred between December 30, 2013 and January 13, 2014 (as discussed in this Note 5). Pursuant to a securitiespurchase agreement with the Purchasers, the Company issued to the June Purchasers warrants (the “June Warrants”) to purchase an aggregate of 400,000shares (the “June Shares”) of the Company’s common stock at an exercise price of $3.00 per share. The June Warrants are exercisable for a period of five (5)years from the original issue date. The exercise price for the June Warrants is subject to adjustment upon certain events, such as stock splits, combinations,dividends, distributions, reclassifications, mergers or other corporate change and dilutive issuances. In connection with the issuance of the June Warrants, the Company entered into a registration rights agreement with the June Purchasers pursuant to whichthe Company agreed to register the Shares and the shares of the common stock underlying the June Warrants (the “June Registrable Securities”) on a Form S-1 registration statement (the “June Registration Statement”) to be filed with the SEC ninety (90) days following the completion of an underwritten publicoffering (the “Filing Date”) and to cause the June Registration Statement to be declared effective under the Securities Act within ninety (90) days followingthe Filing Date (the “Required Effective Date”). The Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date of December 15, 2014. Under the originalterms of the arrangement, the Company was required to pay partial liquidated damages to each June Purchaser in the amount equal to two percent (2%) for thepurchase price paid for the June Warrants then owned by such June Purchaser for each 30-day period for which the Company is non-compliant. On January30, 2015, the Company received signed documentation from all of the June Purchasers waiving their right to liquidated damages and terminating theregistration rights agreement. F-16 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY) (CONTINUED)On August 21, 2014, pursuant to a securities purchase agreement with two (2) Purchasers (the “August Purchasers”) who had previously participated in theOffering that occurred between December 30, 2013 and January 13, 2014 (as discussed in this Note 5), the Company issued to the August Purchasers warrants(the “August Warrants”) to purchase an aggregate of 100,000 shares (the “August Shares”) of the Company’s common stock at an exercise price of $3.00 pershare. The August Warrants are exercisable for a period of five (5) years from the original issue date. The exercise price for the August Warrants is subject toadjustment upon certain events, such as stock splits, combinations, dividends, distributions, reclassifications, mergers, or other corporate changes anddilutive issuances. In connection with the issuance of the August Warrants, the Company entered into a registration rights agreement with the August Purchasers pursuant towhich the Company agreed to register the August Shares and the shares of the common stock underlying the August Warrants (the “August RegistrableSecurities”) on a Form S-1 registration statement (the August Registration Statement”) to be filed with the SEC ninety (90) days following the Filing Date andto cause the August Registration Statement to be declared effective under the Securities Act by the Required Effective Date. The August Registration Statement was not filed by the Filing Date or declared effective by the Required Effective Date. Under the original terms of thearrangement, the Company was required to pay partial liquidated damages to each August Purchaser in the amount equal to two percent (2%) for the purchaseprice paid for the August Warrants then owned by such August Purchaser for each 30-day period for which the Company is non-compliant. On January 30,2015, the Company received signed documentation from all of the August Purchasers waiving their right to liquidated damages and terminating theregistration rights agreement. The Company determined that the effect of the issuance of the 500,000 warrants was to induce the Purchasers to exercise warrants previously issued to themin the Offering. As a result, the Company recorded inducement expense of $1,262,068 during the nine months ended September 30, 2014. On September 15, 2014, the Company closed on an underwritten public offering of its common stock and warrants. The Company offered 2,127,273 shares ofcommon stock and warrants to purchase 2,127,273 shares of common stock, at a combined price to the public of $2.75 per share and related warrant. Thewarrants are exercisable for a period of five (5) years beginning on September 15, 2014 at an exercisable price of $3.288 per share. The Company received netproceeds of $4,954,042 from the public offering, after deducting the underwriting discount and other offering related expenses. In connection with the underwritten public offering of the Company’s common stock and warrants on September 15, 2014, the Company was required toobtain a waiver and consent from the investors in the January 13, 2014 private offering in order to conduct the public offering at a price of $2.75 per shareand warrant. As a result, on September 10, 2014, the Company issued the majority investors in the January 13, 2014 private offering, 261,131 unregisteredshares of common stock and reduced the exercise price on the outstanding Warrants, June Warrants, and August Warrants from $3.00 to $2.00 per share ofcommon stock for all of the investors. During the three months ended September 30, 2014, the Company recorded additional inducement expense of$718,110 and $232,360 related to the issuance of unregistered shares of common stock to the majority investors and the modification of the warrant exerciseprice, respectively. F-17 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY) (CONTINUED) The following table summarizes the Company's warrants outstanding and exercisable at December 31, 2013 and 2014: Weighted Weighted Average Average Remaining Number of Exercise Life Intrinsic Warrants Price In Years Value Outstanding at January 1, 2013 - $- - $- Issued 754,600 2.34 - - Exercised (300,000) 1.00 - - Cancelled - - - - Outstanding and Exercisable at December 31, 2013 454,600 $3.23 4.97 $351,300 Issued 3,675,176 2.79 4.51 - Exercised (500,000) 3.00 - - Cancelled - - - - Outstanding and Exercisable at December 31, 2014 3,629,776 $2.80 4.51 $283,828 F-18 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 8 - STOCKHOLDERS’ EQUITY (DEFICIENCY) (CONTINUED) 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 servingon 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 ofany fiscal year, which is 2,476,236 at December 31, 2014. During the year ended December 31, 2014, the Company issued 31,397 shares under the plan tothree non-executive directors for serving on the Company’s board. The aggregate fair value of the shares issued to the directors was $80,000. Also during theyear ended December 31, 2014, the Company issued 112,500 shares with an aggregate fair value of $275,225 to one executive officer and five non-executiveemployees. These shares were issued with no Company imposed restrictions and as a result, the aggregate fair value of $275,225 was expensed entirely in2014. On November 18, 2014 the Company granted 215,000 restricted shares with an aggregate fair value of $451,500 to six non-executive employees andone consultant. The vesting period for these restricted shares is twelve months with the exception of one award that vests over a thirty-six month period.During the year ended December 31, 2014, the Company expensed $26,833 related to these restricted stock awards. During the year ended December 31,2013, the Company issued 48,833 restricted shares under the plan to two non-executive directors with an aggregate fair value $30,000. During the year endedDecember 31, 2013, the Company issued 100,000 shares with an aggregate fair value $100,000 to four non-executive employees. At December 31, 2014, atotal of 292,730 shares have been issued from the Plan and 2,183,506 are available to be issued. NOTE 9 - INCOME TAXES As of December 31, 2014 and 2013, the Company had approximately $6,508,916 and $1,641,000, respectively, of US federal and state net operating loss(“NOLs”) carryovers available to offset future taxable income, which expire beginning in 2033. In addition, the Company had tax credit carryforwards of$75,337 at December 31, 2014 that will be available to reduce future tax liabilities. The tax credit carryforwards will begin to expire beginning in 2033. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of achange of control. The Company has determined that a change of control has not occurred as of December 31, 2014 and therefore none of the NOLs arelimited under Section 382. The Company has no material uncertain tax positions for any of the reporting periods presented. The Company has filed all of itstax returns for all prior periods through December 31, 2014. As a result, the Company’s net operating loss carryovers will now be available to offset any futuretaxable income. The income tax provision consists of the following: December 31, 2014 2013 Current Federal $- $- State 843 - 843 - Deferred Federal (1,744,445) (491,900)State (314,699) (71,500) (2,059,144) (563,400)Change in valuation allowance 2,059,144 563,400 Total income tax provision $843 $- A reconciliation of the effective income tax rate and the statutory federal income tax rate is as follows: December 31, 2014 2013 U.S. federal statutory rate 34.00% (34.00)%State income tax rate, net of federal benefit 2.93 (4.95)Inducement expenses (10.63) - Other permanent differences 2.79 2.47 Less: valuation allowance (29.10) 36.48 Provision for income taxes (.01)% -% In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assetswill not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in whichtemporary differences representing net future deductible amounts became deductible. Management considers the scheduled reversal of deferred tax liabilities,projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Managementbelieves that significant uncertainties exists with respect to future realization of the deferred tax assets and has therefore established a full valuationallowance. For the year ended December 31, 2014 and 2013, the change in valuation allowance was $2,059,144 and $563,400. F-19 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 9 - INCOME TAXES (CONTINUED) The tax effects of temporary differences that give rise to deferred tax assets and liabilities are presented below: December 31, 2014 2013 Deferred tax assets: Net operating loss carryforward $2,487,784 $639,100 Tax credits 75,337 - Accruals and reserves 23,023 - Restricted stock 114,712 - Derivative liability - 10,421 Total deferred tax assets before valuation allowance: $2,700,856 $649,521 Valuation allowance (2,698,243) (639,100)Deferred tax assets, net of valuation allowance 2,613 10,421 Deferred tax liabilities: Fixed assets $(2,613) $- Convertible debt - (10,421)Total deferred tax liabilities (2,613) (10,421) Net deferred tax asset (liability) $- $- NOTE 10 - COMMITMENTS AND CONTINGENCIES LEGAL MATTERS From time to time, the Company is subject to legal proceedings arising in the ordinary course of business. Such matters are subject to uncertainties andoutcomes are not predictable with assurance. Management believes at this time, there are no ongoing matters that will have a material adverse effect on theCompany's business, financial position, results of operations, or cash flows. Subsequent to the acquisition of 3D-ID, the Company licensed sixteen (16) U.S. patents. The Company does not generally conduct exhaustive patentsearches to determine whether the technology used in our products infringes patents held by third parties. The Company may face claims by third parties thatits products or technology infringe their patents or other intellectual property rights in the future. Any claim of infringement could cause the Company toincur substantial costs defending against the claim, even if the claim is invalid, and could distract the attention of the Company’s management. If any of theCompany’s products are found to violate third-party proprietary rights, it may be required to pay substantial damages. F-20 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED) COMMITMENTS On August 19, 2011, the Company signed a licensing agreement with Technest Holdings, Inc. and Genex Technologies, Inc., which granted 3D-ID aperpetual sub-licensable, exclusive, worldwide license to use their intellectual property in U.S. Federal and State markets, and a non-exclusive license in allother markets. The Company’s Chief Executive Officer (“CEO”) is a stockholder of and was the former CEO of Technest Holdings, Inc. In consideration of thelicense of rights affected by this Agreement, 3D-ID is obligated to pay Technest a royalty equal to 5% of net sales with a minimum royalty of $15,000 duringthe first two years and $20,000 for each contract year thereafter. For the year ended December 31, 2013, the Company incurred $15,000, in connection withthe agreement. As of December 31, 2013, $35,000 of minimum royalties are included in accrued expenses in the consolidated balance sheet in connectionwith the agreement. In October 2012, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period ofthree months. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $5,000 and to issue the consultant shares ofcommon stock per month with a fair value of $10,000 as compensation for services provided. During the year, the Company and the consultant verballyextended the agreement until October 30, 2013, with the same terms and conditions. The Company entered into a new agreement on November 1, 2013 for aperiod of six months and agreed to pay the consultant a monthly cash fee of $5,000. During the year ended December 31, 2013, the Company issued 165,744 shares of common stock with an aggregate fair value of $90,000 and paid $60,000in cash as compensation for services provided from January 1, 2013 to December 31, 2013. In addition the consultant was paid $41,875 for additionalmarketing services. In November 2012, the Company entered into an agreement with a technology consulting firm to provide strategic marketing and sales services to theCompany with respect to developing business opportunities with the Federal Government through March 2013. Pursuant to the agreement, the Companyagreed to pay the consultant a monthly cash fee of $5,500 and a sales commission of 5% on executed contracts. The agreement ended in May, 2013. For theyear ended December 31, 2013, the Company incurred expenses in connection with this agreement of $11,000. In January 2013, the Company entered into an agreement with a consultant to provide business development services to the Company for a period of threemonths. Pursuant to the agreement, the Company issued the consultant 20,000 shares of common stock with an aggregate fair value of $5,000. The companyalso entered into an agreement with the same consultant for additional services ending December 31, 2013 in the amount of $65,000 in cash and 4,878 sharesof common stock with a fair value of $20,000. In January 2013, the Company entered into an agreement with a development and manufacturing company to provide samples of the Company’s smart carddesign for an aggregate of $150,000. Unless terminated early, the agreement will continue in full force and effect until the samples have been delivered to theCompany. During the year ended December 31, 2013 the Company paid $125,000 and samples are currently in the process of being built. In July 2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period of sixmonths. Pursuant to the agreement, the Company agreed to pay the consultant a monthly cash fee of $4,000 and to issue the consultant 4,000 shares ofcommon stock per month as compensation for services provided. Commencing September 16, 2013, the agreement was amended to a monthly cash fee of$4,000 and to issue the consultant $4,000 in shares of common stock per month. During the year ended December 31, 2013, the consultant was issued 13,767shares with an aggregate fair value of $42,240. In August 2013, the Company entered into an agreement with a consultant to provide public relations and marketing services to the Company for a period ofthree months. Pursuant to the agreement, the Company issued the consultant 24,000 shares of common stock with an aggregate fair value of $24,000 ascompensation for services provided. On October 16, 2013, the Company entered into a lease agreement for office space in Palm Bay, Florida. The term of the lease is for three years with amonthly rent of $1,250 per month in the first year, increasing 3% annually thereafter. The Company’s rent expense in 2013 was not material, however, it isobligated to pay $15,000 in 2014, 15,450 in 2015 and 15,914 in 2016, for a total remaining lease commitment as of December 31, 2013 of $46,364. F-21 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED) On November 7, 2013, the Company entered into a three-year distribution and supply agreement with Voice of Big Data Solutions, Pvt. Ltd. (“VOBD”) forthe distribution of the Company’s 3D facial recognition products in India and Sri Lanka on an exclusive basis and The Middle East and Singapore on a non-exclusive basis. The agreement is subject to termination at any time after the initial three-year term by either the Company or VOBD upon sixty (60) dayswritten notice. On July 3, 2014, the Company entered into a purchase commitment with a certain vendor for an aggregate amount of $696,500. The purchase commitmentoriginally called for monthly deliveries through February 1, 2015. On December 16, 2014, the Company modified the purchase commitment by reschedulingcertain of the original shipping dates to various dates later in 2015. As of December 31, 2014, the Company has paid $139,300 towards this purchasecommitment. On September 12, 2014, the Company entered into a lease agreement for office space in Oxford, Connecticut. The term of the lease is for two (2) years with amonthly rent of $2,300 in the first year, increasing to $2,450 per month in the second year. On October 3, 2014, the Company entered into a lease agreementfor customer service and warehouse space in Melbourne, Florida. The lease term commences on January 1, 2015. The term of the lease is for three (3) yearswith a monthly rent amount of $6,395 which includes the base rent, an escrow for taxes and insurance, common area maintenance charges and applicable saletax. The Company incurred rent expense of $28,071 for the year ended December 31, 2014, respectively. Minimum lease payments for non-cancelableoperating leases are as follows: Future Lease Obligations 2015 $125,058 2016 121,477 2017 87,426 Total future lease obligations $333,961 On September 24, 2014, the Company entered into a private label distribution agreement with a company specializing in facial recognition technology andthe agreement is for five (5) years and is renewable by mutual consent. The Company has agreed to pay a royalty of twenty percent (20%) on the net salesincorporating this technology subject to a monthly minimum royalty of $5,000. On October 13, 2014, the Company entered into an agreement with a sales and marketing group to provide consulting services including the developmentand execution of a strategic market plan for the Wocket™. The term of the agreement is for fifteen months and the fee for services is $250,000. The agreementcalls for the total payment to be made in three installments. The Company paid $125,000 upon execution of the agreement. F-22 Nxt-ID, Inc. and SubsidiaryNOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 10 - COMMITMENTS AND CONTINGENCIES (CONTINUED) EMPLOYMENT AGREEMENT Effective October 1, 2012, Nxt-ID entered into an employment agreement with its Chief Executive Officer. The employment agreement provides for: ●An initial term of 3 years beginning on October 1, 2012. ●A base salary of $150,000 per year, increasing to $300,000 per year, which occurred effective January 1, 2014. ●Payment of all necessary and reasonable out-of-pocket expenses incurred by the executive in the performance of his duties under the agreement. ●Eligibility to participate in bonus or incentive compensation plans that may be established by the board of directors from time to time applicableto the executive's services. ●Eligibility to receive equity awards as determined by the board of directors, or a committee of the board of directors, composed in compliancewith the corporate governance standards of any applicable listing exchange. NOTE 11 - SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Effective January 1, 2015, the Company amended and renewed an existing contract with a public relations, media and marketing consulting firm. The term ofthe amended and renewed agreement shall be for twelve months and the agreement includes an option for renewal. The Company will pay the consulting firm$5,000 in cash and 6,000 restricted shares of the Company’s common stock on a monthly basis. On January 15, 2015, the Company entered into an agreement with a strategic business consulting firm. The term of the agreement shall be for a period oftwelve months and may be cancelled by either of the parties at any point after six months with thirty days advance notice. The Company will pay theconsulting firm $5,000 in cash and 5,000 restricted shares of the Company’s common stock on a monthly basis. On January 19, 2015, the Company entered into an agreement with a consulting firm whereby the consulting firm will provide marketing related services forthe Company for a period of six months. Upon execution of this agreement, the Company paid the consulting firm $50,000 in cash compensation and alsoissued the consulting firm 25,000 shares of common stock valued at $68,750 on the date of issuance. On January 28, 2015, the Company received proceeds of $100,000 in connection with the exercise of 50,000 warrants into 50,000 shares of common stock atan exercise price of $2.00 per share. On January 30, 2015, the Company received signed documentation from all of the June and August Purchasers of warrants waiving their right to liquidateddamages and terminating the registration rights agreement. Effective March 5, 2015, the majority investors in the January 2014 offering waived a provision that required certain stockholders of the Company tosurrender shares of common stock proportional to the number of warrants exercised. To date, these stockholders have retired 697,054 shares of common stockwhich will remain in treasury. F-23 Exhibit 31.1 CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002 I, Gino M. Pereira, certify that: 1. I have reviewed this annual report on Form 10-K of Nxt-ID, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant‘s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: March 6, 2015By:/s/ Gino M. Pereira Gino M. Pereira Chief Executive Officer(Principal Executive Officer)Exhibit 31.2 CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 302 OFTHE SARBANES-OXLEY ACT OF 2002 I, Vincent S. Miceli, certify that: 1. I have reviewed this annual report on Form 10-K of Nxt-ID, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make thestatements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in ExchangeAct Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrantand have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, toensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities,particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under oursupervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposesin accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about theeffectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant‘s internal control over financial reporting that occurred during the registrant’s most recentfiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, theregistrant’s internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to theregistrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonablylikely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controlover financial reporting. Date: March 6, 2015By:/s/ Vincent S. Miceli Vincent S. Miceli Chief Financial Officer(Principal Financial Officer) Exhibit 32.1 CERTIFICATIONOF PRINCIPAL EXECUTIVE OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Nxt-ID, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Gino M. Pereira, Chief Executive Officer of Nxt-ID, Inc., certify, pursuant to 18 U.S.C. §1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 6, 2015By:/s/ Gino M. Pereira Gino M. Pereira Chief Executive Officer (Principal Executive Officer) Exhibit 32.2 CERTIFICATIONOF PRINCIPAL FINANCIAL OFFICERPURSUANT TO 18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TO SECTION 906 OFTHE SARBANES-OXLEY ACT OF 2002 In connection with the Annual Report of Nxt-ID, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2014, as filed with the Securities andExchange Commission on the date hereof (the “Report”), I, Vincent S. Miceli, Chief Financial Officer of Nxt-ID, Inc., certify, pursuant to 18 U.S.C. §1350, asadopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge: (1)The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Date: March 6, 2015By:/s/ Vincent S. Miceli Vincent S. Miceli Chief Financial Officer (Principal Financial Officer) 

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