10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X]	Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
	For the quarterly period ended September 30, 2016
[  ]	Transition Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934
	For the transition period from __________ to__________
	Commission File Number: 000-55373

GeneSYS ID, Inc.

(Exact name of registrant as specified in its charter)

Nevada	27-2928918
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
170 Green Valley Parkway, Suite 300 Henderson, NV 89012
(Address of principal executive offices)

702-800-4620

(Registrant’s telephone number)

_____________________________________

(Former name, former address and former fiscal year, if changed since last report)

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 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. 

[X] 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 to be 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 that the registrant was required to submit and post such files).  [X] Yes [ ] No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

[  ] Large accelerated filer	[  ] Accelerated filer
[  ] Non-accelerated filer	[X] Smaller reporting company

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). 

[  ] Yes [X] No

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 17,437,232 common shares as of November 18, 2016.

1

	TABLE OF CONTENTS	Page
PART I – FINANCIAL INFORMATION
Item 1:	Financial Statements	3
Item 2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3:	Quantitative and Qualitative Disclosures About Market Risk	11
Item 4:	Controls and Procedures	11
PART II – OTHER INFORMATION
Item 1:	Legal Proceedings	13
Item 1A:	Risk Factors	14
Item 2:	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3:	Defaults Upon Senior Securities	16
Item 4:	Mine Safety Disclosure	16
Item 5:	Other Information	16
Item 6:	Exhibits	16

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Our financial statements included in this Form 10-Q are as follows:

F-1	Condensed Balance Sheets as of September 30, 2016 (unaudited) and December 31, 2015;
F-2	Condensed Statements of Operations for the three and nine months ended September 30, 2016 and 2015 (unaudited);
F-3	Condensed Statements of Cash Flows for nine months ended September 30, 2016 and 2015 (unaudited); and
F-4	Notes to Condensed Unaudited Financial Statements.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the interim period ended September 30, 2016 are not necessarily indicative of the results that can be expected for the full year.

3

GeneSYS ID, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2016			December 31, 2015
	Unaudited
ASSETS
Current Assets
Cash and cash equivalents	$	47,556		$	25,711
Inventory		2,020			9,136
Accounts Receivable		8,011			1,146
Prepaid Expenses		6,556			4,358
Total Current Assets		64,143			40,351
Property and Equipment, net of accumulated depreciation of $0, and $0, respectively		125,000			—
Other Assets
Intangible net of amortization of $6,667		93,333			—
Total Other Assets		93,333			—
Total Assets	$	282,476		$	40,351
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts Payable and Accrued Expenses	$	589,449		$	178,378
Loans Payable to Related Party		12,500			3,150
Convertible notes payable (net of unamortized   discounts of $218,864 and $249,467 respectively)		597,446			114,033
Derivative Liability		8,391,814			1,428,075
Interest Payable		37,461			10,748
Total Current Liabilities		9,628,670			1,734,384
Long Term Liabilities
Convertible notes payable (net of unamortized discounts of $0 and $48,810 respectively)		—			5,690
Total Liabilities		9,628,670			1,740,074
Stockholders' Deficit
Preferred B stock, par value $.001, 50,000,000 authorized Preferred Series B: 1,900 and 2,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015		2			2
Common stock, par value $.001, 500,000,000 authorized 17,437,228 and 1,467,498 shares issued and outstanding as of September 30, 2016 and December 31, 2015		17,437			1,467
Additional Paid in capital		30,587,812			6,703,570
Accumulated Deficit		(39,951,445	)		(8,404,762	)
Total Stockholders' Deficit		(9,346,194	)		(1,699,723	)
Total Liabilities and Stockholders' Deficit	$	282,476		$	40,351

See Accompanying Notes to Consolidated Financial Statements

F-1

GeneSYS ID, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
REVENUES	$	4,586		$	—		$	14,258		$	50,563
COST OF GOODS SOLD
PRODUCT SOLD		4,495			—			11,545			25,510
GROSS PROFIT		91			—			2,713			25,053
OPERATING EXPENSES
General and Administrative		344,514			1,441,718			24,119,763			3,546,267
LOSS FROM OPERATIONS		(344,423	)		(1,441,718	)		(24,117,050	)		(3,521,214	)
OTHER INCOME (EXPENSES)
Gain (loss) on revaluation of derivative liability		(7,705,379	)		(463,622	)		(6,703,172	)		(733,446	)
Interest Expense		(220,542	)		(173,932	)		(726,461	)		(293,261	)
Total Other Income (Expenses)		(7,925,921	)		(637,554	)		(7,429,633	)		(1,026,707	)
Loss before income taxes		(8,270,344	)		(2,079,272	)		(31,546,683	)		(4,547,921	)
Provision for Income Taxes		—			—			—			—
Net Loss	$	(8,270,344	)	$	(2,079,272	)	$	(31,546,683	)	$	(4,547,921	)
BASIC AND DILUTED NET LOSS PER SHARE	$	(0.57	)	$	(0.00	)	$	(2.07	)	$	(0.02	)
WEIGHTED AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED CALCULATIONS		14,391,367			115,095,072			15,238,626			115,095,072

See Accompanying Notes to Consolidated Financial Statements

F-2

GeneSYS ID, Inc.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2016			2015
OPERATING ACTIVITIES
Net Loss	$	(31,546,683	)	$	(4,547,921	)
Adjustments to reconcile net loss to net cash used in operations
used in operations
Conversion of Preferred Stock to Common Stock		22,700,000			—
Expenses related to issue of stock options		193,377			3,205,400
Common stock issued for services		172,939			90,131
Amortization of debt discounts		644,687			278,080
Amortization of patent		6,667			—
Loss (Gain) from valuation and revaluation of convertible debt		6,703,172			733,446
Decrease (increase) in assets
Inventory		7,116			25,582
Accounts receivable		(6,865	)		—
Advance to Vendor		—			(4,850	)
Prepaid expenses		(2,198	)		—
Increase (decrease) in liabilities
Accounts payable & accrued expenses		411,070			91,717
Interest payable		28,071			217
Net cash used in operations		(688,647	)		(128,198	)
FINANCING ACTIVITIES
Proceeds from sale of common stock		50,000			—
Proceeds from sale of Preferred Stock		—			55,000
Proceeds from issuance of convertible notes		707,000			203,250
Repayments of convertible notes		(54,500	)		(50,000	)
Accrued Interest paid on convertible notes repaid		(1,358	)		—
Proceeds from related party advances		12,500			24,500
Repayment of related party advances		(3,150	)		(108,823	)
Net cash from financing activities		710,492			123,927
NET INCREASE (DECREASE) IN CASH		21,845			(4,271	)
Cash  beginning of period		25,711			13,087
Cash  end of period	$	47,556		$	8,816
Supplemental Disclosure of Cash Flow information
Cash Paid
Interest	$	63,904		$	13,738
Income Taxes	$	—		$	—
Non Cash financing and investing activities
Debt discount recognized	$	580,783		$	278,080
Stock issued for Patent	$	100,000		$	—
Stock issued for subsidiary	$	125,000		$	—
Conversion of convertible debt to common stock	$	558,896		$	164,000
Conversion of preferred stock to common stock	$	—		$	22,000

See Accompanying Notes to Consolidated Financial Statements

F-3

GeneSYS ID, Inc.

(formerly known as RX Safes Inc. )

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2016

(UNAUDITED)

NOTE 1.

Nature of Operations:

GeneSYS ID Inc. (Formerly known as Rx Safes, Inc.) (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2010. The Companydesigns, develop and manufactures innovative biometric products and systems that offer secure storage, access control, drug delivery and remote patient monitoring and medication adherence solutions in both home and professional environments as well as within healthcare facilities, improving security, safety, levels of patient care and employee accountability.

On June 28, 2016, the Company formed subsidiaries named GeneSYS ID, INC. with 100,000,000 authorized shares of capital stock, $0.001 par value per share, and GeneSYS RX, INC. also with 100,000,000 authorized shares of capital stock, $0.001 par value per share. These subsidiaries had no business transactions prior to June 30, 2016 other than incorporating.

On July 8, 2016 the Company entered into an agreement to purchase 100% of the membership interests of My Touch ID, LLC from its members Glenn McGinnis and Scott McGinnis, who each owned 50% of My Touch ID, LLC., for $125,000 payable in 357,143 shares of Company stock (based on the closing price of the Company’s stock on July 8, 2016 at $0.35 per share).

In addition, the Company agreed to pay to Sellers the following “Earn Out” as follows: 2.5% of any revenues up to a cap of $1,000,000 generated from the assets acquired and held in My TOUCH; and 0.5% of any revenues above $1,000,000 up to a cap of $5,000,000 generated from the assets acquired and held in My TOUCH. The Earn Out is payable in cash, common stock of the Company or a combination thereof, in the sole discretion of Sellers.

Under the Purchase Agreement, the Company is responsible for $2,500 in unpaid debts in My TOUCH and the Sellers were required to discharge all debt beyond that amount before the July 8, 2016 Closing Date.

On July 18, 2016, Rx Safes, Inc. (the “Company”) entered into a Contribution Agreement (the “Agreement”) with GeneSYS-RX, Inc. (the “Subsidiary”), a Nevada corporation, pursuant to which the Company contributed certain assets and liabilities to the Subsidiary in exchange for 5,000,000 shares of common stock in the Subsidiary. The assets excluded all patents, designs, patent applications and trademarks currently owned by the Company as of the closing of the transfer.  In addition, all variable rate convertible notes remained with the Company.

On July 20, 2016, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary, GeneSYS ID, Inc.  Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in the Company’s name to “GeneSYS ID, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change.

On July 20, 2016, the Company formed a subsidiary named bioHEALTHMED, Inc., with 5,000,000 at $0.0001 par value authorized shares of voting common stock.

On July 29, 2016, FINRA announced the name/symbol change of ‘RX Safes, Inc.’ (RXSF) to “GeneSYS ID, Inc.” its Daily List and this change took effect at the open of business on August 1, 2016.  The new symbol for GeneSYS ID, Inc. is GNID.

F-4

Principles of consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of the Corporation and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. For the three months and none months ended September 30, 2016 the results of operations of companies purchased are included from the dates of acquisition.

Interim reporting:

The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The Interim Condensed Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, for the fiscal year ended December 31, 2015, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of September 30, 2016, results of operations for the three and nine months ended September 30, 2016 and 2015, and cash flows for the nine months ended September 30, 2016 and 2015, as applicable, have been made. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

NOTE 2.

Summary of Significant Accounting Policies:

The financial statements of the Company have been prepared using U.S. GAAP that are applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

Management’s use of estimates

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

Cash and cash equivalents

Cash and cash equivalents include funds on hand and short-term investments with original maturities of three months or less. Cash deposits are insured in limited amounts by the Federal Deposit Insurance Corporation (FDIC).

Accounts receivable

Customer accounts receivable consist of amounts owed from private individuals or organizations for product delivered. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable are due 30 days after the issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

F-5

Inventories

Inventories consist of safes and brackets. All inventories are valued at lower of average cost or market. The company periodically reviews inventories and items considered obsolete or outdated are reduced to their estimated net realizable value.

The components of inventory as of September 30, 2016 and December 31, 2015 are valued as follows:

	September 30, 2016		December 31, 2015
Safes	$	2,000	$	6,892
Brackets		20		44
Parts		—		2,200
Total Inventory	$	2,020	$	9,136

Property and Equipment and Depreciation

Property and Equipment are recorded at cost. Depreciation is recorded based on the estimated lives of the assets. Depreciation expense was $-0- for the nine months ended September 30, 2016.

Shipping and Handling Freight Fees and Costs

All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as revenue. The costs incurred by the Company for shipping and handling are reported as part of cost of goods sold.

Revenue recognition

Revenue is recognized when the four criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) shipment or delivery has occurred; (3) the price is fixed or determinable and (4) collectability is reasonably assured. The Company has recognized revenue associated with its mission as stated above in the nature of operations footnote. Sales to customers are recorded when the goods are shipped to the customer. Sales are reported net of allowances for estimated returns and allowances in the accompanying statements of income. Allowances for returns are estimated based on historical customer return rates. The Company has not had any product returns since inception. Customers pre-pay for orders though a website with their credit cards prior to the shipment of the goods, which takes place within a few days after the order is placed.

Advertising expense

The Company expenses advertising costs as incurred. Advertising expense charged to operating expenses was $1,688 and $10,588 for the nine months ended September 30, 2016 and 2015, respectively.

Rent expense

The Company pays rent on a month-to-month basis. Rent expense charged to operating expenses was $5,791 and $5,195 for the nine months ended September 30, 2016 and 2015, respectively. 

F-6

Intangible assets

Intangible assets are stated at cost less accumulated amortization and are amortized over their expected life. Currently the Company owns a patent which it amortizes over its remaining life.

Research and development costs

Research and development costs, consisting primarily of expenditures paid to our manufacturing and development partner in China, are expensed as incurred. Research and development expense charged to operating expenses was $11,982 and $2,442 for the nine months ended September 30, 2016 and 2015, respectively.

Fair value measurements

U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below:

Level 1:  Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3:  Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter

F-7

Recent Accounting Pronouncements

On May 1, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company will continue to assess the impact on its financial statements.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. 

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

 In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2016 and the Company will continue to assess the impact on its financial statements

F-8

Income Taxes

The Company provides for income taxes under the provisions of Accounting Standards Codification (“ASC”) Topic No. 740, “Income Taxes”, which requires that an asset and liability based approach be used in accounting for income taxes. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of the temporary differences of revenue and expense items for financial statement and income tax purposes. Valuation allowances are provided against assets, which are not likely to be realized.

Stock-based Compensation

The Company adopted ASC 718, "Compensation - Stock Compensation" for stock-based compensation. ASC 718 requires that the fair value of the equity instruments (such as stock options) exchanged for services be recognized as an expense in the financial statements as the related services are performed.

Earnings Per Share

Earnings per share ("EPS") has been calculated in accordance with ASC 260, “Earnings Per Share" which requires the presentation of both basic net income per share and net income per common share assuming dilution. Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the year. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock options resulting in the issuance of common stock to stockholders who would then share in the earnings of the Company. ASC 260 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when such inclusion is anti-dilutive.

NOTE 3.

License Agreements

Included in the assets purchased from Axius Consulting Group, Inc. was a Patent & Licensing Rights Agreement with bioMETRX. The agreement grants the licensee a royalty based, ($.50 per unit) exclusive license under their Patent License to use, manufacture, have manufactured, license and/or sell licensed intellectual property for any legal purpose with North America within the health care and consumer markets. The term of the agreement is from the effective date (March 1, 2009) to the full end of the term or terms for which Patent Rights have not expired or, if only Technology Rights are licensed and no Patent Rights are applicable, for a term of 9 years.

On November 11, 2015, the Company entered into a binding letter of intent to purchase all right, title and interest to patent number 7,806,852. The Company will pay to the seller 83,334 shares of the Company’s common stock. The Company shall pay the seller $1.5 per unit on sales of current product as well as $3.00 per unit on sales of new devices incorporating the patented encasement. If the Company sells a majority interest or there is a change in management from the original founders, the seller has the option to continue the royalty agreement or take a one-time $250,000 cash payout and waive future rights. On February 2, 2016 the Company entered into a definitive agreement with Philip Jurson MD and Steven F. Borsand. The agreement memorialized the terms set forth in the binding letter of intent executed on November 11, 2015 for the purchase of USPTO patent number 7,806,852

In the previous quarter ended March 31, 2016, the Company authorized the issuance of the shares and recorded the Patent as an Intangible Asset in the interim financial information.

F-9

On January 11, 2016 the Company entered in an Intellectual Property Licensing agreement with Talon Brands, LLC. Under this agreement Talon Brands is responsible to pay a fee equivalent to $2.50 per unit sold in perpetuity unless or until the parties agree in writing to modify, enter into a new agreement or terminate the agreement. As a result of the acquisition of 100% of the membership interests of My TOUCH ID, LLC, (formerly Talon Brands, LLC.,) by the Company executed on July 8, 2016, all obligations under the prior licensing agreement were terminated.

NOTE 4.

Income Taxes

As of September 30, 2016, the Company has net operating loss carry forwards of approximately $39,951,000 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has not recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at September 30, 2016 and December 31, 2015, respectively. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. The Company recognized no interest and penalties during the three months and nine months ended September 30, 2016 and year ending December 31, 2015, respectively.

The Company files U.S. federal tax returns and a tax return in states where obligated. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

NOTE 5.

Employment Agreement

The President of the Company, Ms. Lorraine Yarde, signed an employment contract effective January 1, 2015 which is effective until termination. The agreement stipulates a base salary of $175,000 plus an annual performance bonus targeted at fifty percent of salary. The agreement entitles Ms. Yarde to annual salary increases of ten percent as well as other customary employee benefits such as paid vacation and eligibility to participate in the Company’s health insurance plan or reimbursement of up to $1,000 per month until a company-health insurance plan is established. The agreement allows Ms. Yarde to convert any unpaid compensation to Company stock at a 50% discount to the then market price, in the form of unregistered securities.

On September 18, 2015, the employment contract was amended to re-price the exercise price on her 50,000 options from $0.25 to $0.001 per share resulting in additional estimated fair value of the stock options of $564,975 recognized as compensation expense (calculated using the Black Scholes option pricing model). In addition, the calculation of the exercise price which was exercisable at 50% of the trading price of the common shares was amended to apply the 50% discount to the lowest trading price of the Company’s common stock as reported on the OTCQB for the ten prior trading days including the day upon which a notice of conversion is received by the Company. Amendment for the ten day period resulted in an increase in the fair value of the options from $.23 to $.25 applied per exercisable share.

On September 21, 2015, Ms. Yarde converted $87,500 of the unpaid compensation into 265,152 shares of the Company’s common stock.

F-10

As of September 30, 2016, unpaid compensation under the agreement totaled $195,584.

Upon the signing of the agreement, Ms. Yarde was granted employee stock options to purchase 50,000 shares of the Company’s Common Stock with vesting period and strike price as follows:

(i) 25,000 shares vested immediately with a strike price of $0.001 per share;

(ii) 12,500 shares vest on July 1, 2015 with a strike price of $0.001 per share;

(iii) 7,500 shares vest on January 1, 2016 with a strike price of $0.001 per share; and

(iv) 5,000 shares vest on January 1, 2017 with a strike price of $0.001 per share.

On February 1, 2016, the Company and Ms. Yarde entered into an amendment to the employment agreement to increase her salary from $175,000 to $200,000 to be retroactive and amend the strike price on her options to $0.001. In addition, the Board of Directors awarded her a 30% performance bonus for her services.

The amendment of the strike price of the options was treated as a modification of an award according to ASC 718-20-35 and the incremental fair value of the award costs of $12,543 was recorded as compensation expense in the Statement of Operations for the nine months ended September 30, 2016

On February 1, 2016, the Company executed an employment agreement with Mark Basile a Director of the Company. The employment calls for a base salary of $175,000 per annum. He is also entitled to a performance bonus of 25% of his base salary. In addition the Company will immediately grant to employee an option to purchase 50,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 25,000 shares vested immediately with a strike price of $0.001 per share;

(ii) 12,500 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 7,500 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 5,000 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

Effective September 29, 2016, Mark Basile resigned as the Company’s Chief Strategy Officer and the Company’s board of directors appointed him to act as General Counsel. The Company entered into an Amended and Restated Employment Agreement (the “ Agreement” ) with Mr. Basile. The Agreement supersedes Mr. Basile’s employment agreement as Chief Strategy Officer in connection with his new appointment as General Counsel.

As of September 30, 2016, unpaid compensation under the agreement totaled $16,327.

On February 1, 2016, the Company executed an employment agreement with William Koch a Director of the Company. The employment calls for a salary of $150,000 per annum. He is also entitled to a performance bonus of 25% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 12,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 3,750 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $43,750.

On February 1, 2016, the Company executed an employment agreement with Faruk Okcetin a Director of the Company. The employment calls for a base salary of $125,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 10,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 2,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 2,500 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 2,500 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $62,500.

On May 23, 2016, the Company executed an employment agreement with J. Richard Iler to serve as Chief Financial Officer for the Company. The employment calls for a base salary of $100,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 12,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 3,750 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $35,410.

On September 1, 2016, the Company executed an employment agreement with Glenn McGinnis to serve as Vice President of Product Development for the Company. The employment calls for a base salary of $150,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 6,250 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iv) 6,250 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

F-11

At September 30, 2016, unpaid compensation under the agreement is $12,500.

The estimated fair value of the options granted to the Officers was calculated using the Black Scholes Model and amounted to $225,577 of which $193,377 was charged to compensation expenses for the nine months ended September 30, 2016. Unrecognized costs relating to these stock options totaled $32,200 as of September 30, 2016.

Each director is entitled to director fees of $10,000 per annum. At September 30, 2016, unpaid accrued directors’ compensation is $35,000.

NOTE 6.

Stock options and warrants

A summary of stock option and warrant activity as of September 30, 2016 is as follows:

Description	Stock Options	Warrants
Outstanding at January 1, 2015	50,000	41,250
Issued January 1, 2015	12,500
Issued January 1, 2015	12,500
Cancelled March 3, 2015	—	(41,250
Issued May 20, 2015	12,500	—
Issued May 28, 2015	—	500
Issued May 28, 2015	—	500
Issued June 2, 2015	—	500
Issued June 2, 2015	—	1,250
Issued June 22, 2015	12,500	—
Issued September 18, 2015	12,500	—
Issued February 1,2016	85,000	—
Issued May 23, 2016	25,000
Issued June 26, 2016		12,500
Issued June 27, 2016		137,500
Issued June 29, 2016		12,500
Issued September 1, 2016	25,000
Outstanding at September 30, 2016	247,500	165,250

F-12

Employee stock options totaling 50,000 shares granted to Ms. Yarde on January 1, 2015, and as amended on February 1, 2016, can be exercised at any time, up to and including 24 months after expiration or termination of the agreement. The estimated fair value of the options at February 1, 2016 was $113,465 (calculated using the Black-Scholes option pricing model and the following assumptions: (i) $.001 (adjusted for one for two hundred reverse split,) share price, respectively, exercise price, (iii) term of 3 years (iv) 268% expected volatility, respectively, and (v) 0.81%, risk free interest rate, respectively) will be expensed over the two year vesting period of the options.

Stock options totaling 62,500 were granted during the year of 2015 under the Director Compensation Plan effective January 1, 2015 to five directors in the amounts of 12,500 options to each. The estimated fair value totaled $1,347,926.

On February 1, 2016, stock options totaling 85,000 were granted to certain Directors under the Stock Option Plan. The estimated fair value of the options calculated using the Black Scholes option pricing model at an exercise price of $0.001 with expiration date of up to 2 years totaled $192,906.

On March 18, 2016, the Company’s board of directors amended the Rx Safes, Inc. 2015 Incentive Plan to increase the shares reserved under the Plan from 250,000 to 2,500,000 shares. There were no other amendments made to the Plan.

NOTE 7.

Equity

Common Stock.

Stock Split

On August 22, 2012, the Company amended its Articles of Incorporation to split its outstanding shares of the company’s common stock at a ratio of 5-for-1. The par value of the common stock was decreased to $.001 and increased the number of authorized shares to issue to 250,000,000. The accompanying financial statements have been adjusted to retroactively reflect the stock split.

Effective August 7, 2015, the aggregate number of shares which the Company shall have authority to issue is five hundred and fifty million (550,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is five hundred million (500,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is fifty million (50,000,000) shares.

Reverse stock split

On September 28, 2015, the Company authorized a one for two hundred reverse split of the Company’s common stock issued and outstanding. Following this stock split the number of outstanding shares of the Company’s common stock decreased from 263,320,562 to 1,316,603. The accompanying financial statements have been adjusted to retroactively reflect the stock split.

On March 21, 2016, the Company filed a registration statement under Form S-8 to register 2,387,500 shares of common stock, which represents all reserved shares under the Plan not otherwise underlying prior outstanding options.

F-13

Preferred Stock.

The company is authorized to issue a second class of 50,000,000 preferred shares. In May 2015, the Company initiated a private offering of units consisting of 240,000 shares of its newly created Series A Preferred Stock and a warrant to purchase our common stock, for $2.50 per unit. The Company sold 22,000 units, consisting of 22,000 shares of our Series A Preferred Stock and warrants to purchase 550,000 shares of our common stock at $.01 per share for total proceeds of $55,000. As of September 30, 2016 all series A shares were converted to common.   

Effective September 18, 2015, the Company created, out of the fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, a series of preferred stock consisting of two thousand (2,000) shares and to be called “Series B Preferred Stock.” Each Series B stock is convertible into 100,000 common shares. On September 23, 2015 the company issued all 2,000 shares of Series B stock for compensation of $.001 per share.

On February 1, 2016, 100 shares of the Series B preferred stock were converted into 10,000,000 shares of common stock. The compensation expense associated with the conversion is $22,700,000.

NOTE 8.

Agreements

On August 3, 2016 the Company entered into a subscription agreement with a shareholder to purchase 50,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $2,500.

On August 4, 2016 the Company entered into a subscription agreement with a shareholder to purchase 100,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $5,000.

On August 5, 2016 the Company entered into an agreement with a legal consultant to perform intellectual property consulting services. The initial term of this agreement is for one year of services. The Company issued the consultant 25,000 shares of Company stock with a value of $4,725 as a retainer for these services.

On August 23, 2016 the Company entered into a subscription agreement with a shareholder to purchase 200,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $10,000.

On September 6, 2016 the Company entered into an agreement with an engineering and design consultant for an initial 12 month period. Under the agreement the Company issued the consultant 50,000 shares of Company stock with a value of $1,000 as a retainer. In addition, the consultant will receive $2,500 cash compensation and $2,500 in shares of Company stock on a monthly basis. The cash based compensation will be accrued until such time as the Company has adequate capital resources to make the payment.

NOTE 9.

Fair Value Measurements and Derivative Liability

The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

F-14

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

On October 6, 2015, the Company entered into an agreement with Auctus Fund LLC to invest $55,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable July 6, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance. On March 31, 2016 the note was bought by EMA Financial LLC for $55,250 plus accrued interest of $2119.18.

On October 7, 2015, the Company entered into an agreement Kodiak Capital Group to invest $50,000 into the Company in exchange for the issuance of a $60,000 convertible promissory note which includes OID of $10,000. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable October 7, 2016.  The note is convertible by Kodiak into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the average of the three lowest trading prices of the Common Stock on the OTC Market for the 10 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On November 11, 2015, the Company entered into an agreement with EMA Financial LLC to invest $50,000 into the Company in exchange for the issuance of a $50,000 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable November 11, 2016.  The note is convertible by EMA Financial into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On December 16, 2015, the Company entered into an agreement with Auctus Fund LLC to invest $110,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable December 16, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On January 12, 2016, the Company entered into an agreement with Crown Bridge Partners LLC to invest $36,000 into the Company in exchange for the issuance of a $40,000 convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable January 12, 2017. Unpaid balance bears an interest at the rate of 22%.   The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 20, 2016, the Company entered into an agreement with Yoshar Trading LLC to invest $30,000 into the Company in exchange for the issuance of a $31,100 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable January 20, 2017.  The note is convertible by Yoshar into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 22, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable October 22, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

F-15

On February 28, 2016, the Company entered into an agreement with APG Capital Holdings, LLC to invest a total of $63,000 into the Company in exchange for the issuance of 2 convertible promissory notes, each $31,500. The first $31,500 note is a front end note and was purchased by APG Capital Holdings, LLC on February 28, 2016. The second $31,500 note is a back end note and will be funded no later than October 29, 2016. The Company has the option to cancel the back end note and any obligation thereof by giving 30 days written notice of cancellation no later than the 5^th month anniversary of the issuance of the front end note. The notes bear interest at the rate of 8%.  All outstanding interest and principle on the front end note is due and payable February 28, 2017.  The note is convertible by APG Capital Holdings, LLC into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by average of the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note up to 180 days after issuance

On February 29, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable November 29, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On March 15, 2016, the Company entered into an agreement with Crown Bridge Partners LLC to invest $36,000 into the Company in exchange for the issuance of a $40,000 convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable March 15, 2017. Unpaid balance bears an interest at the rate of 22%.   The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On March 29, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $108,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable December 29, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On March 31, 2016, the Company entered into an agreement with EMA Financial LLC to invest $50,000 into the Company in exchange for the issuance of a $50,000 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable March 28, 2017.  The note is convertible by EMA Financial into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance

On March 31, 2016, EMA Financial, LLC entered a debt purchase agreement with Auctus Fund LLC to purchase the note dated October 6, 2015 for the amount of $55,250 principal and $2,119.18 of accrued interest. Conversion of this note is subject to a leak-out agreement executed the same date.

F-16

On May 6, 2016, Auctus Fund LLC entered a debt purchase agreement with EMA Financial to purchase the note dated November 15, 2015 for the amount of $50,000 principal and $1,940 of accrued interest. Conversion of this note is subject to a leak-out agreement executed the same date.

On May 6, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $76,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable February 6, 2017.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On May 23, 2016, the Company entered into an agreement with Black Mountain Equities, Inc. to invest up to $100,000 into the Company in exchange for a convertible promissory note. The note bears interest at the rate of 9.99%. All outstanding principle and interest is due and payable on May 26, 2017. The note is convertible by Black Mountain into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note up to 90 days after issuance. As of September 30, 2016 only $25,000 of this note is funded.

On May 24, 2016, the Company entered into an agreement with Adar Bays, LLC to invest into the Company $35,000 in exchange for a convertible promissory note. The note bears interest at the rate of 8%. All outstanding principle and interest is due and payable on May 24, 2017. The note is convertible by Adar Bays into shares of the Company’s common stock at any time after 180 days from note issuance (November 20, 2016). The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note plus accrued interest at 115% of face within 60 days from note issuance, at 125% of face within 61 to 120 days from note issuance, and at 135% of face within 121 to 180 days from note issuance, after which time the note may not be prepaid.

On July 15, 2016 EMA Financial elected to convert $7,150 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 55,000 shares of company stock.

On July 29, 2016, Crownbridge elected to convert $8,060 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 62,000 shares of Company stock.

On August 3, 2016 the Company issued 9,204 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On August 3, 2016 the Company issued 20,000 shares to a consultant for services performed under an agreement originally signed on June 6, 2016.

On August 5, 2016, Crownbridge elected to convert $7,508 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 77,000 shares of Company stock.

On August 15, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 43,956 shares of Company stock.

F-17

On August 24, 2016 EMA Financial elected to convert $6,825 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 100,000 shares of Company stock.

On August 24, 2016 the Company entered into an agreement with EMA Financial, LLC to invest $40,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable August 24, 2017.  The note is convertible by EMA into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 50% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 3 months after issuance.

On August 26, 2016 the Company entered into an agreement with Auctus Fund LLC to invest $41,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable May 26, 2017.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On August 31, 2016, Crownbridge elected to convert $7,956 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 390,000 shares of Company stock.

On August 31, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 153,846 shares of Company stock.

On September 6, 2016 Yoshar Trading, LLC elected to convert $4,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 361,991 shares of Company stock.

On September 6, 2016, APG Capital Holdings, LLC elected to convert $4,000 of the principal amount and $165 of interest of a note issued on February 29, 2016. The Company issued to APG 376,906 shares of Company stock.

On September 6, 2016, Crownbridge elected to convert $7,007 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

On September 6, 2016 EMA Financial elected to convert $4,420 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 400,000 shares of Company stock.

On September 6, 2016 the Company issued 92,105 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On September 26, 2016, Crownbridge elected to convert $2,473 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

F-18

The company identified embedded derivatives related to the EMA, Auctus Fund LLC, Kodiak, Yoshar, Adar, APG, Black Mountain and Crownbridge Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. Under ASC-815, the conversion options embedded in the notes payable described in Note 8 require derivate liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement.

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Derivative liability — the Company’s derivative liability is classified within Level 3 of the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as at September 30, 2016 and December 31, 2015.

Recurring Fair Value Measurements	Level 1		Level 2		Level 3			Total
Liabilities:
Derivative liability – September 30, 2016	$	—	$	—	$	8,391,814		$	8,391,814
Derivative Liability – December 31,2015	$	—	$	—	$		1,428,075	$	1,428,075

F-19

At September 30, 2016, convertible notes payable consisted of:

Date of Note		Noteholder	Interest Rate		Maturity date		Face Value			OID		Proceeds		Unamortized Debt Discount		Net Carrying Amount
	10/7/2015	Kodiak		8%		10/7/2016		60,000	(b)		10,000		50,000		966		59,034
	11/11/2015	Auctus		8%		11/11/2016		14,096	(a)				14,096		1,630		12,466
	12/16/15	Auctus		8%		9/16/16		80,266	(a)				80,266		—		80,266
	1/12/2016	Crownbridge		8%		1/12/2017		6,996	(a)		4,000		2,996		1,773		5,223
	1/20/2016	Yoshar		8%		1/20/2017		22,500	(a)		1,500		21,000		6,847		15,653
	1/22/2016	Auctus		8%		10/22/16		77,750	(c)				77,750		6,297		71,453
	2/29/2016	APG Securities		8%		2/28/2017		27,500	(a)		1,500		26,000		10,880		16,620
	2/29/2016	Auctus		8%		11/29/2016		77,750	(c)				77,750		17,138		60,612
	3/15/2016	Crownbridge		8%		3/15/2017		40,000	(a)		4,000		36,000		16,436		23,564
	3/16/16	EMA		8%		7/16/2016		952	(a)				952		—		952
	3/28/2016	Auctus		8%		12/30/2016		108,000	(c)				108,000		35,933		72,067
	3/29/2016	EMA		8%		3/28/2017		52,500	(a)				52,500		25,842		26,658
	5/6/2016	Auctus		8%		12/30/2016		76,750	(c)				76,750		—		76,750
	05/23/2016	Black Mountain		9.99%		5/26/2017		25,000	(d)				25,000		16,252		8,748
	5/24/2016	Adar Bays		8%		5/24/2017		35,000	(d)				35,000		22,561		12,439
	8/24/2016	EMA		8%		8/24/2017		40,000	(e)				40,000		35,945		4,055
	8/26/2016	Auctus		8%		5/26/2017		41,250					41,250		—		41,250
	1/20/2016	Yoshar		8%		1/20//2017		30,000					30,000		20,364		9,636
	Totals							816,310			21,000		795,310		218,864		597,446

(a) Convertible in shares of common stock 65% of the lowest closing for the twenty days trading immediately preceding the date of conversion.

(b) Convertible in shares of common stock 65% of the lowest closing for the ten days trading immediately preceding the date of conversion.

(c) Convertible in shares of common stock 70% of the lowest closing for the twenty days trading immediately preceding the date of conversion.

(d) Convertible in shares of common stock 65% multiplied by the average of the 3 lowest closing trading prices ten days prior to conversion.

(e)  Convertible in shares of common stock 50% multiplied by the average of the 3 lowest closing trading prices twenty days prior to conversion.

F-20

NOTE 10. 

Development and Marketing Agreement

On July 30, 2015, the Company entered into a co-operative developing and marketing agreement with Patient Safety Devices (PSD). The agreement relates to co-development, co-marketing and sales of a biometric patient controlled analgesia device. The Company will be responsible for the engineering and prototyping testing and manufacturing of the product as well as contributing its patent license for the use of the biometrics. PSD is responsible for contributing the design specifications and functionality of the product and shall also contribute previously developed intellectual property, assets and relationships. PSD will assign the rights of intellectual property and assets formerly owned by Redesign Company LLC. The Company will be solely responsible for the final sale of the product. The Company will pay PSD a commission of 10% of net sales. The initial term of the agreement is five years, and shall be automatically renewed for successive periods of one year.

NOTE 11.

Intangible Asset

Intangible asset consists of the following:

September 30, 2016

Patent (subject to amortization) $ 100,000

Less accumulated amortization 6,667

Intangible Asset, net of accumulated amortization $ 93,333

Effective February 2, 2016, the Company recorded the purchase of a patent valued at $100,000. The patent had already been in existence for approximately ten years and was assigned to the Company in exchange for stock valued at $100,000. Amortization is calculated over the remaining ten year life of the patent estimated at 20 years.

NOTE 12

Assets acquired from the MY Touch ID LLC purchase

On July 8, 2016 the company purchased 100% interest in My Touch LLC (The LLC), which includes all of its assets for $125,000. As of September 30, 2016 the company estimated that there were no change in the value of the assets acquired.

NOTE 13.

Going Concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. However, the Company had minimal revenues for the nine months ended September 30, 2016 and 2015. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

F-21

NOTE 14.

Legal Proceedings

Legal Proceedings

On March 5, 2015, Wall Street Buy Sell Hold filed a lawsuit against the Company in New York alleging breach of a consulting agreement between the parties. On March 10, 2015 the company filed a lawsuit against Wall Street Buy Hold Sell in Nevada. The suit claims WSBHS engaged in fraud as well as deceptive practices. The case is still in the motion phase.  The case the Company filed in Nevada against WSBSH has been stayed, pending a decision on a jurisdiction motion we filed in the New York case.  The Company has been asked by the judge in the New York case to try to come to a settlement and we have been negotiating back and forth with their attorneys to reach a mutually acceptable settlement. Meanwhile, the court has scheduled a date, November 22, 2016, at which time the company will either announce the settlement or move forward with its Motion to Dismiss based on procedural failures by the Plaintiff.

On February 12, 2016, the company filed a lawsuit in New York against Kodiak Capital Group LLC, Ryan Hodson, BMA Securities, as well as Island Capital Management LLC. Kodiak fraudulently purchased the company’s existing convertible note from LG capital. Kodiak then began converting the note into common stock. The suit claims that Ryan Hodson, the principal of Kodiak Capital, engaged in a scheme to defraud the company. Additionally, the suit claims Hodson and BMA Securities engaged in market manipulation causing damage to the company. Island Capital is accused of a breach of fiduciary responsibility, by issuing Kodiak the shares of stock.

On May 3 , 2016 a Notice of Dismissal was filed for the New York case and on 2016 May 5, 2016 the company filed a lawsuit against all Kodiak Capital Group et al in the District of California, asserting all of the same allegations as the previously filed New York case. The company re-filed the action in Federal Court in California to include a new state based fraud claim against the defendants that are California residents. Our counsel failed to serve process on the defendants. The court dismissed the case on the procedural ground of lack of prosecution. The Company terminated its litigation counsel due to lack of oversight and other administrative disputes with counsel. It is expected that this lawsuit will be refiled in early 2017. The Statute of Limitations for this action is 6 years so the Company has anple time to refile this action.

NOTE 15.

Subsequent Events

On October 1, 2016 the Company entered into an agreement with a consultant to perform investor relations and social media services. The initial term of this agreement is for three months of services. As compensation for services the consultant shall be entitled to receive 300,000 (Three Hundred Thousand) shares of Company stock.

On October 4, 2016 the majority of the Series B Preferred shareholders voted in favor of increasing the number of authorized Series B shares from 2,000 to 2,550 and the Company filed an amended Certificate of Designation with the Nevada Secretary of State to reflect this increase.

On October 4, 2016 the Board of Directors voted in favor of issuing new Series B shares as follows:

• 20 Preferred B Shares to Faruk Okcetin
• 20 Preferred B shares to Glenn McGinnis
• 10 Preferred B Shares to J. Richard Iler
• 147 Preferred B Shares to Lorraine Yarde

On October 24, 2016 Mr. Iler’s Employment Agreement was amended (the “Amended and Restated Employment Agreement”) to extend the term of employment, amend the employment from part-time to full time and to increase Mr. Iler’s salary from $100,000 to $125,000.

On November 11, 2016 the Company entered into an agreement with Cleartrust, LLC., to be engaged as the Company’s new Transfer Agent. The agreement will be in effect until canceled by either party. Cancellation of the agreement by the Company requires thirty day advanced written notice. Cancellation of the agreement by the Transfer Agent requires ten day advance written notice. In accepting appointment as Transfer Agent for the Company, both the Transfer Agent and Company hereby acknowledge that the Transfer Agent does not assume any contracts or agreements entered into by any prior Transfer Agent, the Company, or any Third Party.

F-22

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

Certain statements, other than purely historical information, including estimates, projections, statements relating to our business plans, objectives, and expected operating results, and the assumptions upon which those statements are based, are “forward-looking statements.” These forward-looking statements generally are identified by the words “believes,” “project,” “expects,” “anticipates,” “estimates,” “intends,” “strategy,” “plan,” “may,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions. Forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties which may cause actual results to differ materially from the forward-looking statements. Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations and future prospects on a consolidated basis include, but are not limited to: changes in economic conditions, legislative/regulatory changes, availability of capital, interest rates, competition, and generally accepted accounting principles. These risks and uncertainties should also be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

Company Overview

GeneSYS ID, Inc. (formerly known as Rx Safes, Inc.) was incorporated in 2010 in the State of Nevada. The Company’s founders are pioneers in the fingerprint recognition market and have over 30 years combined experience designing, manufacturing and marketing fingerprint security products including garage door openers, front door locks, thermostats and mail boxes for companies such as Master Lock Corporation, Honeywell and The Overhead Door Company. They have developed marketing and sales programs through multiple distribution channels, including major retailers such as The Home Depot, Costco and Sears, and through development and distribution agreements with leading manufacturers in various targeted markets.

The founders initially saw an opportunity to apply their knowledge with the commercialization of this technology to provide secure storage solutions and devices for the consumer and professional healthcare markets. Recently, as part of the Company’s ongoing plans to expand the use of its intellectual property and in light of the Company’s recent acquisition of biometric access control company My TOUCH-ID, LLC, the Company underwent a restructuring and renaming whereby the parent holding entity is now identified as GeneSYS ID, Inc.  GeneSYS ID has three wholly owned subsidiaries; GeneSYS RX, Inc., one of the Company’s operating subsidiaries through which the Company continues to commercialize its IP into the consumer and professional medical and healthcare markets; My TOUCH ID, LLC, through which the Company implements its biometric technology in various consumer and commercial access control products; and bioHEALTHMED, Inc. through which the Company is developing an end-to-end clinical trials management system (CTMS) and remote patient monitoring and medication adherence system, where its IP will be used to authenticate both the patient and the patient data gathered, as well as to track the cycle of medication from dispensing to administration at the point of care.   This restructuring also provides the Company with greater opportunity to secure capital for operations as each subsidiary has the ability to independently raise capital as a private entity without relying upon the parent Company’s market capitalization for valuation purposes. All of the intellectual property continues to be held by the GeneSYS ID, Inc. and will be licensed to the respective subsidiaries as needed.

The Company continues to evaluate various synergistic acquisition targets. The Company has been engaging in discussions with a number of private and public entities with complementary products and services, some of which have revenues and positive EBITDA. A number of the target companies have channels to market, which could create an opportunity for new market access for the Company’s products. The Company is also looking at entities that would allow it to acquire skills and technologies needed to support the business more quickly or at lower cost than the Company could build in-house.

The recent acquisition of biometric access control business, My TOUCH ID, LLC, on July 8, 2016 is an example of this and is believed to provide the Company with valuable intellectual property and the ability to expand the commercialization of its product offerings into new consumer and commercial access control markets.

The Company intends to continue to assess additional acquisition targets through the end of the year.

4

 The Company’s wholly owned subsidiaries include:

GeneSYS RX, Inc.:

GeneSYS RX, Inc.’s focus is in the commercialization of the Company’s intellectual property into products and solutions, addressing drug diversion, medication adherence and general loss prevention within professional and consumer healthcare environments. GeneSYS RX, Inc. has and is developing a number of fingerprint enabled products and solutions to address these market needs including:

•  Secure medication storage products for use in home, in healthcare facilities and out in the field;

•  Secure data, medication adherence and monitoring products;

•  Secure drug delivery products;

• Integration of products and technology via various communication protocols into enterprise Healthcare Information Systems (HIS); and

•  Fingerprint technology interface – which can be licensed or integrated into OEM products through co-development.

In addition to the aforementioned products, the Company’s product roadmap over the next 24 months includes a variety of new products incorporating its proprietary fingerprint interface, including:

•  Fingerprint OEM module incorporating Bluetooth, Wi-Fi, RFID and other technology which can be integrated into existing legacy products to improve levels of security, tracking and reporting;

•  Fingerprint Tele-Medicine solution;

•  Biometric physical and electronic health records; and

•  Custom fingerprint technology solutions.

The Company is in the early stages of establishing a market for its current and future products and the Company recognizes the importance of having a strong sales and marketing plan. The Company has begun to establish new distribution relationships with various businesses and individuals to introduce the Rx DrugSAFE, Rx FieldLOCK, Rx SafeEHR and its overall technology offerings to the market. The Company’s target customers for these products include:

•  OEMs – Manufacturers of Medical Devices, Narcotics Safes etc.;

•  Hospitals and Health Systems;

•  Physicians;

•  Group Homes, Nursing Facilities and Hospice;

•  Schools and Colleges Campuses;

•  Home Health Care Providers; and

•  Consumers with Children or Elderly Parents.

The Company is establishing a variety of channels to these customers through:

•  Strategic relationships with leading industry stakeholders;

•  OEM collaborations with brand named products and services companies;

•  E-commerce – direct from company website and through online medical distributors/resellers;

•  Private national and regional health insurers/Medicaid/Medicare;

•  Medical equipment and supply distributors;

•  Independent and retail chain pharmacies;

•  Federal, State and Local Government Agencies – utilizing public grant funds targeted to reduce prescription drug abuse;

•  Non-Profits and Community Coalitions Targeting prescription Drug Abuse;

•  Independent Sales Reps and sales teams;

•  Licensing our technology to key industry players;

•  Pharmaceutical Companies that produce schedule 2 – 5 controlled substances;

•  Medical and Dental Distributors; and

•  Doctors.

5

The Company plans to build a strong foundation of technology and IP in the professional healthcare market for its medical device products and plans to leverage existing relationships enjoyed by major medical device manufacturers, where its products and technology can offer a real value proposition by introducing new innovation into legacy OEM products. This approach is expected to reduce the overall cost and time to market and is expected to establish credibility through the establishment of relationships with trusted brands in each respective market for the Company’s products.

The Company’s key focus is to sell and distribute its products and technology through the development of business relationships with strategic partners who have a stake in the industry and have existing channels to market, or an audience for the Company’s products both in the consumer and commercial healthcare space. In support of this strategy, the Company launched the DoctorDIRECT™ program at the American College of Physicians Conference in Washington, DC. The DoctorDIRECT™ program is a simple, no-cost sales program that targets more than 150,000 physicians nationwide, offering them financial incentives and supporting materials to help patients and their families safely store prescription medications in the home. Physicians play an important role in patient education and safety when prescribing medication, and by participating in the program each physician will receive materials including custom prescription/order pads, drug abuse educational materials, as well as accreditation as a “Prescription Safety Advocate” practice, demonstrated by a shield which may be displayed in their practice. The program is designed to extend the reach of the Company’s product offerings into physicians’ offices and their patients’ homes. The Doctor Direct Program is Sunshine Act exempt, and is both REMS and ACO compliant. The Company has developed a dedicated page at its website where physicians can register for the program and request supporting materials and the Company also has re-established its direct e-commerce capabilities to take orders from patients at the Company’s site.

My TOUCH ID, LLC.

Effective July 8, 2016, the Company closed a transaction to acquire 100% of the member interests in My TOUCH ID, LLC. My TOUCH ID, LLC develops and markets fingerprint activated Intelligent Access Devices (IADs) for homes and businesses. Its flagship product is the world’s first fingerprint padlock with a shackle that is inter-changeable without the need for any keys or tools. The company is also introducing a variety of access control products such as fingerprint safes, fingerprint garage door openers, fingerprint door locks, thermostats and mailboxes to the US market. The Company intends to leverage its founders’ extensive backgrounds as innovators in the consumer biometric market place to commercialize the My TOUCH product offerings, and is working on plans to introduce the products to major retailers such as the Home Depot, Ace Hardware, Sears and Costco and OEM partners such as Masterlock, Honeywell and Kwikset where the Company’s management has former relationships. In addition, the founder and current President of My TOUCH ID, LLC, Glenn McGinnis, is a technology industry veteran and has had a lifetime of experience working in various technology sectors in global positions within IBM.  Glenn served as an engineer and manager at IBM for over 25 years and has over 20 years of global product development, manufacturing and consulting. This experience will be invaluable to the Company as a whole as it moves forward to expand its product and solutions roadmap.

My TOUCH ID, LLC has established sales and distribution relationships with Grainger and the Home Depot and Mr. McGinnis will be working with the Company’s management in an effort to expand these relationships and introduce cross-selling opportunities for other Company products.

bioHEALTH MED, Inc.

bioHEALTH MED, Inc. is a healthcare technology company with a mission of providing accurate, real-time remote patient monitoring solutions, leveraging the Company’s proprietary embedded biometric authentication technology for patient verification, medication adherence and vitals monitoring, to better ensure the accuracy of patient information, medication dosage and other important patient clinical data. bioHEALTHMED is developing a proprietary Clinical Trials Management System (CTMS) utilizing a secure, private and biometrically enabled and accessible cloud platform, which will allow real-time communications between Clinical Research Organizations and pharmaceutical companies with their clinical subjects to improve clinical trial results. This platform will also utilize proprietary biometrically enabled products that feature the Company’s Absolute Authentication technology, to

6

provide real-time authentication of vital signs, in addition to monitoring medication adherence and compliance. With our fully authenticated real-time remote patient monitoring system, the Company can offer various stakeholders a solution which will greatly reduce the risk of medication errors, improve remote patient care and reduce overall healthcare expenditure. The pertinent authenticated patient data will be provided in real-time to the authorized caregiver, such as a physician, the healthcare system, CRO or a provider, who can then take pro-active actions to address any risks they see, preventing adverse events from occurring and reduce the need for more costly in office care or even hospitalization ..

Verification and authentication of data in healthcare, especially in clinical trials, plays a very important role in the quality of care, can save costs, reduce risks and improve patient outcomes. From prescription medication fulfillment and dispensing, to remote patient monitoring with real time reports, the Company’s intellectual property allows it to offer what it believes is the most accurate end-to-end solutions in the market. The Company believes that pro-active, preventative care of patients outside of the physician’s office or other healthcare facility is key to maintaining patient health and avoiding unnecessary doctor and hospital visits. These unnecessary preventable visits place a huge avoidable financial burden on the healthcare system. As a result, CMS and private payers are now reimbursing physicians and health systems if they employ patient monitoring tools to manage the care of their patients remotely.

Until now, there has not been a system that can properly validate the patient in a remote environment exposing these systems to potential fraudulent activity both on the part of the patient or the provider. Through bioHEALTH MED’s bioSKYMED™ system, the Company plans to introduce the next generation of patient care that incorporates one touch security, identification and Absolute Authentication allowing full control and access to all aspects of health data, reducing doctor’s office visits, reducing prescription medication errors and providing reminders and alerts as well as real-time reports on patient progress through remote healthcare checks and medication regimen adherence.

In addition, currently within clinical research environments, the validity of data gathered from clinical trial participants is unreliable and voluntarily provided by the participant, which leaves room for considerable error and potential risk of adverse events post trial. The bioSKYMED™ system will provide real-time data capture identifying the trial participant and verifying the medication is taken as the regimen requires, ensuring true data-integrity. The system will then automatically send this data to the CRO back-end for evaluation. The Company’s system will guarantee that the right dose is taken by the right patient at the right time and will provide significant benefits to pharmaceutical companies by improving the value of trial data and in doing so streamlining and expediting the drug approval process, saving millions of dollars in expenses, better validating drug efficacy and hence improving patient outcomes overall.

The Company believes that its IP provides a significant barrier to entry and means such that bioHEALTH MED is in a unique position to provide this type of authenticated solution to the market. The Company intends to raise capital independently for this venture to develop its end-to-end solution, acquire complimentary products and technologies to support this system and establish its footprint as an emerging provider of authenticated remote patient data in the marketplace.

The Company believes that this new comprehensive structure of wholly owned subsidiaries with clearly defined market objectives will provide the best opportunity for the Company to create increased shareholder value. The Company intends to further develop its plans for its subsidiaries through the end of the year. Additionally, the Company plans to continue to work with its bankers to secure interim funding for working capital and to pay off the current debt, to identify and secure capital for acquisition targets to support the Company’s various business objectives and to ultimately restructure the business and uplist to a national exchange.

Results of Operations for the three and nine months ended September 30, 2016 and 2015

Revenues

Our total revenue reported for the three months ended September 30, 2016 was $4,586, an increase from $0 for the same period ended 2015. Our total revenue reported for the nine months ended September 30, 2016 was $14,528, a decrease from $50,563 for the same period ended 2015.

7

The revenues we had for the three and nine months ended September 30, 2016 were predominantly from online sales of our Rx DrugSAFE product at CVS.com and Amazon.com, whereas the revenues for the nine months ended September 30, 2015 were predominantly from the fulfillment of our purchase order from the Oklahoma Bureau of Narcotics. We do not expect to experience revenues from state grants in the future months. We hope to achieve increased revenues for the balance of 2016 and into 2017 once we establish sales channels for our products and implement our business strategies as described above. If we are unable to obtain financing, however, the implementation of our business strategies will be frustrated and we could go out of business.

Operating Expenses

Operating expenses decreased to $344,514 for the three months ended September 30, 2016 from $1,441,718 for the three months ended September 30, 2015. Operating expenses increased to $24,119,763 for the nine months ended September 30, 2016 from $3,546,267 for the nine months ended September 30, 2015.

The main reason for the sharp increase in operating expenses was due to a compensation expenses of $22,700,000 associated with the conversion of shares of Series B Preferred Stock into 10,000,000 shares of common stock.

The detail by major category is reflected in the table below.

	Three Months Ended September 30,				Nine Months Ended September 30,
	2016		2015		2016		2015
Merchant Account Fees	$	491	$	244	$	1,109	$	749
Filing Fees		—		—		549		—
Advertising and Promotion		372		3,479		1,688		10,588
Automobile Expense		978		1,088		3,938		2,821
Bank Service Charges		-755		122		418		605
Business Licenses		421		1,425		3,405		2,204
Commissions		18,983		—		53,753		—
Consulting		7,000		9,281		171,575		10,381
Dues and Subscriptions		99		—		355		450
Freight and Shipping		2,249		956		2,249		2,024
Meals and Entertainment		6,303		501		12,337		2,948
Marketing Expenses		4,300		300		24,777		2,039
Computer and Internet Expenses		721		152		7,171		696
Conference and Seminar		—		40		5,045		40
Insurance		8,996		5,981		22,614		9,097
Investor Relations Expense		—		—		—		12,000
Office Supplies		382		442		3,838		1,815
Office Expense		824		57		1,552		623
Salaries		228,959		43,750		606,660		131,250
Compensation Expense		19,733		1,321,650		22,893,377		3,205,400
Postage		458		164		2,620		2,195
Financial Reporting Services		5,223		234		12,423		666
Printing and Stationary		—		417		—		417
Product Development		—		192		11,981		2,442
Professional Fees		13,411		46,305		177,397		113,112
Rent Expense		1,534		1,190		5,791		5,195
Telephone Expenses		1,827		1,348		5,754		3,576
Trade Shows		1,143		—		16,884		12,583
Travel Expense		12,367		1,613		43,765		9,564
Samples		—		652		485		652
Payroll Taxes		5,992		—		19,259		—
Supplier Licenses		-254		—		-121		—
Website		257		135		448		135
Amortization		2,500		—		6,667
Total Operating Expense	$	344,514	$	1,441,718	$	24,119,763	$	3,546,267

8

We anticipate our operating expenses will increase as we undertake our plan of operations. The increase will be attributable to administrative and operating costs associated with our business activities and the professional fees associated with our reporting obligations under the Securities Exchange Act of 1934.

Other Income (Expenses)

We had other expense of $7,925,921 for the three months ended September 30, 2016 from other expenses of $637,554 for the three months ended September 30, 2015. The other income for the three months ended September 30, 2016 was the result of a loss on the reevaluation of derivative liabilities of $7,705,379, and interest expense of $220,542. Other expenses for the three months ended September 30, 2015 was the result of a loss on the valuation and revaluation of derivative liabilities of $463,622 and interest expense including the amortization of debt discounts of $173,932.

We had other expense of $7,429,633 for the nine months ended September 30, 2016 from other expenses of $1,026,707 for the nine months ended September 30, 2015. The other expense for the nine months ended September 30, 2016 was the result of a loss on the reevaluation of derivative liabilities of $6,703,172 offset by interest expense of $726,461. Other expenses for the three months ended September 30, 2015 was the result of a loss on the valuation and revaluation of derivative liabilities of $733,446 and interest expense including the amortization of debt discounts of $293,261.

Net Loss

We incurred a net loss of $8,270,344 for the three months ended September 30, 2016, compared to a net loss of $2,079,272 for the three months ended September 30, 2015. We incurred a net loss of $31,546,683 for the nine months ended September 30, 2016, compared to a net loss of $4,547,921 for the nine months ended September 30, 2015.

Liquidity and Capital Resources

As of September 30, 2016, we had total current assets of $64,143 and total current liabilities of $9,628,670. We had a working capital deficit of $9,564,527 as of September 30, 2016.

Operating activities used $688,647 in cash for nine months ended September 30, 2016, as compared with cash used of $128,198 for the same period ended 2015. Our net loss of $31,546,683 was the main component of our negative operating cash flow, offset by $22,700,000 resulting from the conversion of shares of Series B Preferred Stock into 10,000,000 shares of common stock.

Cash flows provided by financing activities during the nine months ended September 30, 2016 amounted to $710,492, as compared with $123,927 for the same period ended 2015. Proceeds from the issuance of convertible notes of $707,000, related party advances of $12,500, and common stock of $50,000, offset by repayments on related party loan advances of $3,150 and repayments on convertible notes and accrued interest of $55,858, were the main components of our positive financing cash flow during the nine month ended September 30, 2016.

We continue to be dependent on raising capital to operate the business and are in the process of pursuing a minimum of $1,000,000 equity investment to support our business objectives over the next 12 months. If we raise less than this amount, we will have to scale back our operations commensurate with the funding, if any, that we receive. Our efforts are ongoing but we can provide no assurance that we will be able to raise the optimal amount needed to implement our business plan.

As described above, we continue to work on expanding our product offerings, but our progress, while blistering in some areas, is held back dramatically because of our current inability to attract real capital. We believe that recent shorting activity has negatively affected our stock price to the detriment of our company and our shareholders. We have been forced to seek interim funding through variable convertible debt financing, placing additional pressures on the balance sheet.

The continued shorting and issuance of shares into the market from noteholder conversions has further negatively affected our stock price and consequently diminished our ability to secure capital that is less dilutive than the variable convertible debt financing.

9

To address these ongoing concerns, the Company terminated its transfer agent on September 6, 2016, preventing further toxic conversions and bringing all parties to the table to discuss a satisfactory settlement which would provide the Company with a window to redeem the outstanding notes over an extended period of time and prevent any further conversions for several months. We have been actively negotiating this settlement with our existing noteholders, with a plan to convert their debt holdings into non-dilutive equity and provide a workable solution to the problem. We are hopeful that these efforts will result in a positive solution that will not only benefit the company, but should also allow the noteholders to make a return on their investments. As we are in the midst of negotiations, no firm commitments have yet been reached as of the date of preparing this document. We hope to provide further news and disclosures in the weeks ahead. We are also hopeful that these efforts will facilitate the ability the raise more traditional capital through our investment banking relationship and other capital sources that we continue to pursue. This process will take time and is not guaranteed, but we believe with hard work and the right partners, it is extremely achievable.

As previously disclosed, we have executed three comprehensive agreements with an Investment Bank which remain active and are still in effect. One of those agreements is an exclusive investment banking agreement for a 12 month period that expires in May, 2017. These agreements were signed with a view to establishing a multi-tiered financing approach and a reliable form of financing for the Company to move the business forward. To date, the investment bank has not yet performed under the agreements. One issue was the accelerated decline in our public stock price hampering efforts to raise interim capital to take out our current variable-rate convertible debt. The initial approach and strategy to retire this debt was changed in September based on our declining stock price. We intend to continue working with the investment bank, but our current stock price may be an impediment and we are taking steps to stabilize and turn it in a positive direction. In the meantime, we are concentrating our fundraising efforts at our subsidiary level which will not have a dilutive effect on our public shareholder base.

Based upon our current financial condition, we do not have sufficient cash to operate our business at the current level for the next twelve months. We intend to fund operations through increased sales and non variable-rate debt and/or equity financing arrangements, which may be insufficient to fund expenditures or other cash requirements. We plan to seek additional financing in a private equity offering to secure funding for operations. There can be no assurance that we will be successful in raising additional funding. If we are not able to secure additional funding, the implementation of our business plan will be impaired. There can be no assurance that such additional financing will be available to us on acceptable terms or at all.

Going Concern

The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplate continuation of our company as a going concern. However, we had minimal revenues for the three and nine months ending September 30, 2016 and year ended December 31, 2015. We currently have negative working capital, and have not completed our efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that we will be dependent, for the near future, on additional investment capital to fund operating expenses. We intend to position our company so that we may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavors or become financially viable and continue as a going concern.

Critical Accounting Policies

In December 2001, the SEC requested that all registrants list their most “critical accounting polices” in the Management Discussion and Analysis. The SEC indicated that a “critical accounting policy” is one which is both important to the portrayal of a company’s financial condition and results, and requires management’s most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. We do not believe that any accounting policies currently fit this definition. Our significant accounting policies are contained in Note 2 to our financial statements included herein.

Recently Issued Accounting Pronouncements

10

On May 1, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company will continue to assess the impact on its financial statements.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements.

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2015 and the Company will continue to assess the impact on its financial statements.

Off Balance Sheet Arrangements

As of September 30, 2016, there were no off balance sheet arrangements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information required by this Item.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

We conducted an evaluation, with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act, as of September 30, 2016, to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities

11

Exchange Commission’s rules and forms, including to ensure that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of September 30, 2016, our disclosure controls and procedures were not effective at the reasonable assurance level due to the material weaknesses identified and described below.

Our principal executive officers do not expect that our disclosure controls or internal controls will prevent all error and all fraud. Although our disclosure controls and procedures were designed to provide reasonable assurance of achieving their objectives and our principal executive officers have determined that our disclosure controls and procedures are effective at doing so, a control system, no matter how well conceived and operated, can provide only reasonable, not absolute assurance that the objectives of the system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Remediation Plan to Address the Material Weaknesses in Internal Control over Financial Reporting

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Management identified the following three material weaknesses that have caused management to remediate that, as of September 30, 2016, our disclosure controls and procedures, and our internal control over financial reporting, were more effective at the reasonable assurance level:

1.       We did not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act as of the period ending September 30, 2016. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has taken remedial steps to comply and reduce the control deficiency that resulted represented a material weakness.

2.       We did not have sufficient segregation of duties within accounting functions, which is a basic internal control. Due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has taken steps to remediate these deficiencies by engaging a new outside accounting consultant as well as securing the full time services of our Chief Financial Officer, who was previously a part time employee.

3.       Effective controls over the control environment were not maintained. Specifically, a formally adopted written code of business conduct and ethics that governs our employees, officers, and directors was not in place. Additionally, management has not developed and effectively communicated to employees its accounting policies and procedures. The company’s Board of Directors is in the process of approving a written code of business conduct and ethics that will govern our employees and directors. Further, our Board of Directors does not currently have any independent members and no director qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the organization, management has determined that these circumstances constitute a material weakness. To remedy this, the company’s Board of Directors will be

12

adopting a Board Charter which requires the establishment of an audit committee, the mandate for which will be to eventually have all independent members and the Board is in the process of evaluating possible candidates. Meanwhile, the committee will have the ability to consult with outside independent financial experts.

To address these overall material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented and has take the steps identified above. Accordingly, we believe that the financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

We have already taken steps to remedy our material weakness with regard to insufficient segregation of duties by hiring additional employees in order to segregate duties in a manner that establishes effective internal controls once resources become available.

Changes in Internal Control over Financial Reporting

No change in our system of internal control over financial reporting occurred during the period covered by this report, the period ended September 30, 2016, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

Aside from that below, we are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Legal Proceedings

On March 5, 2015, Wall Street Buy Sell Hold filed a lawsuit against the Company in New York alleging breach of a consulting agreement between the parties. On March 10, 2015 the company filed a lawsuit against Wall Street Buy Hold Sell in Nevada. The suit claims WSBHS engaged in fraud as well as deceptive practices. The case is still in the motion phase.  The case the Company filed in Nevada against WSBSH has been stayed, pending a decision on a jurisdiction motion we filed in the New York case.  The Company has been asked by the judge in the New York case to try to come to a settlement and we have been negotiating back and forth with their attorneys to reach a mutually acceptable settlement. Meanwhile, the court has scheduled a date, November 22, 2016, at which time the company will either announce the settlement or move forward with its Motion to Dismiss based on procedural failures by the Plaintiff.

On February 12, 2016, the company filed a lawsuit in New York against Kodiak Capital Group LLC, Ryan Hodson, BMA Securities, as well as Island Capital Management LLC. Kodiak fraudulently purchased the company’s existing convertible note from LG capital. Kodiak then began converting the note into common stock. The suit claims that Ryan Hodson, the principal of Kodiak Capital, engaged in a scheme to defraud the company. Additionally, the suit claims Hodson and BMA Securities engaged in market manipulation causing damage to the company. Island Capital is accused of a breach of fiduciary responsibility, by issuing Kodiak the shares of stock.

On May 3 , 2016 a Notice of Dismissal was filed for the New York case and on 2016 May 5, 2016 the company filed a lawsuit against all Kodiak Capital Group et al in the District of California, asserting all of the same allegations as the previously filed New York case. The company re-filed the action in Federal Court in California to include a new state based fraud claim against the defendants that are California residents. Our counsel failed to serve process on the defendants. The court dismissed the case on the procedural ground of lack of prosecution. The Company terminated its litigation counsel due to lack of oversight and other administrative disputes with counsel. It is expected that this lawsuit will be refiled in early 2017. The Statute of Limitations for this action is 6 years so the Company has anple time to refile this action.

13

Item 1A: Risk Factors

See risk factors included in the Company’s Annual Report on form 10-K for 2015.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The information set forth below relates to our issuances of securities without registration under the Securities Act of 1933 during the reporting period which were not previously included in a Quarterly Report on Form 10-Q or Current Report on Form 8-K.

On July 8, 2016 the Company entered into a Member Interest Purchase Agreement with My TOUCH-ID, LLC, to purchase 100% of the member interests of the entity for a purchase price of $125,000, payable in shares of Company stock. The former members of My TOUCH-ID, LLC were issued a total of 356,126 shares of the Company stock in connection with this Purchase Agreement.

On July 15, 2016 EMA Financial elected to convert $7,150 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 55,000 shares of company stock.

On July 29, 2016, Crownbridge elected to convert $8,060 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 62,000 shares of Company stock.

On August 3, 2016 the Company issued 9,204 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On August 3, 2016 the Company issued 20,000 shares to a consultant for services performed under an agreement originally signed on June 6, 2016.

On August 3, 2016 the Company entered into a subscription agreement with a shareholder to purchase 50,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $2,500.

On August 4, 2016 the Company entered into a subscription agreement with a shareholder to purchase 100,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $5,000.

On August 5, 2016 the Company entered into an agreement with a legal consultant to perform intellectual property consulting services. The initial term of this agreement is for one year of services. The Company issued the consultant 25,000 shares of Company stock as a retainer for these services.

On August 5, 2016, Crownbridge elected to convert $7,508 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 77,000 shares of Company stock.

On August 15, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 43,956 shares of Company stock.

On August 23, 2016 the Company entered into a subscription agreement with a shareholder to purchase 200,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $10,000.

On August 24, 2016 EMA Financial elected to convert $6,825 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 100,000 shares of Company stock.

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On August 24, 2016 the Company entered into an agreement with EMA Financial, LLC to invest $40,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable August 24, 2017.  The note is convertible by EMA into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 50% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 3 months after issuance.

On August 26, 2016 the Company entered into an agreement with Auctus Fund LLC to invest $41,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable May 26, 2017.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On August 31, 2016, Crownbridge elected to convert $7,956 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 390,000 shares of Company stock.

On August 31, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 153,846 shares of Company stock.

On September 6, 2016 the Company issued 92,105 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On September 6, 2016 the Company entered into an agreement with an engineering and design consultant for an initial 12 month period. Under the agreement the Company issued the consultant 50,000 shares of Company stock as a retainer. In addition, the consultant will receive $2,500 cash compensation and $2,500 in shares of Company stock on a monthly basis. The cash based compensation will be accrued until such time as the Company has adequate capital resources to make the payment.

On September 6, 2016 Yoshar Trading, LLC elected to convert $4,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 361,991 shares of Company stock.

On September 6, 2016, APG Capital Holdings, LLC elected to convert $4,000 of the principal amount and $165 of interest of a note issued on February 29, 2016. The Company issued to APG 376,906 shares of Company stock.

On September 6, 2016, Crownbridge elected to convert $7,007 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

On September 6, 2016 EMA Financial elected to convert $4,420 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 400,000 shares of Company stock.

On September 26, 2016, Crownbridge elected to convert $2,473 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

These securities were issued pursuant to Section 4(2) of the Securities Act and/or Rule 506 promulgated thereunder. The holders represented their intention to acquire the securities for investment only and not with a view towards distribution. The investors were given adequate information about us to make an informed investment decision. We did not engage in any general solicitation or advertising. We directed our transfer agent to issue the stock certificates with the appropriate restrictive legend affixed to the restricted stock.

15

Item 3. Defaults upon Senior Securities

None

Item 4. Mine Safety Disclosures

N/A

Item 5. Other Information

None

Item 6.      Exhibits

Exhibit Number	Description of Exhibit
31.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101**	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 formatted in Extensible Business Reporting Language (XBRL).
**Provided herewith

16

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GeneSYS ID, Inc.
Date:	November 21, 2016
By:	/s/ Lorraine Yarde
	Lorraine Yarde
Title:	President, Chief Executive Officer, and Director

EX-31.1

CERTIFICATIONS

I, Lorraine Yarde, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2016 of GeneSYS ID, Inc. (the “registrant”);

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 the statements 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 financial condition, 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 Exchange Act 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 registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 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 the effectiveness 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 recent fiscal 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, the registrant’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 the registrant’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 reasonably likely 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 control over financial reporting.

Date: November 21, 2016

/s/ Lorraine Yarde

By: Lorraine Yarde

Title: Chief Executive Officer

EX-31.2

CERTIFICATIONS

I, Lorraine Yarde, certify that;

1. I have reviewed this quarterly report on Form 10-Q for the quarter ended September 30, 2016 of GeneSYS ID, Inc. (the “registrant”);

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 the statements 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 financial condition, 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 Exchange Act 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 registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure 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 our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in 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 the effectiveness 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 recent fiscal 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, the registrant’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 the registrant’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 reasonably likely 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 control over financial reporting.

Date: Novemeber 21, 2016

/s/ Lorraine Yarde

By: Lorraine Yarde

Title: Chief Financial Officer

EX-32.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND

CHIEF FINANCIAL OFFICER

PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly Report of GeneSYS ID, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2016 filed with the Securities and Exchange Commission (the “Report”), I, Lorraine Yarde, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1.The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and

2.The information contained in the Report fairly presents, in all material respects, the consolidated financial condition of the Company as of the dates presented and the consolidated result of operations of the Company for the periods presented.

By:	/s/ Lorraine Yarde
Name:	Lorraine Yarde
Title:	Principal Executive Officer, Principal Financial Officer and Director
ate:	November 21, 2016

This certification has been furnished solely pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 18, 2016
Document And Entity Information
Entity Registrant Name	GeneSYS ID, Inc.
Entity Central Index Key	0001599385
Document Type	10-Q
Document Period End Date	Sep. 30, 2016
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		17,437,232
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2016

XML

Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 47,556	$ 25,711
Inventory	2,020	9,136
Accounts Receivable	8,011	1,146
Prepaid Expenses	6,556	4,358
Total Current Assets	64,143	40,351
Property and Equipment, net of accumulated depreciation of $0, and $0, respectively	125,000
Intangible net of amortization of $6,667	93,333
Total Other Assets	93,333
Total Assets	282,476	40,351
Current Liabilities
Accounts Payable and Accrued Expenses	589,449	178,378
Loans Payable to Related Party	12,500	3,150
Convertible notes payable (net of unamortized discounts of $218,864 and $249,467 respectively)	597,446	114,033
Derivative Liability	8,391,814	1,428,075
Interest Payable	37,461	10,748
Total Current Liabilities	9,628,670	1,734,384
Long Term Liabilities
Convertible notes payable (net of unamortized discounts of $0 and $48,810 respectively)		5,690
Total Liabilities	9,628,670	1,740,074
Stockholders' Deficit
Preferred B stock, par value $.001, 50,000,000 authorized Preferred Series B: 1,900 and 2,000 shares issued and outstanding as of September 30, 2016 and December 31, 2015	2	2
Common stock, par value $.001, 500,000,000 authorized 17,437,228 and 1,467,498 shares issued and outstanding as of September 30, 2016 and December 31, 2015	17,437	1,467
Additional Paid in capital	30,587,812	6,703,570
Accumulated Deficit	(39,951,445)	(8,404,762)
Total Stockholders' Deficit	(9,346,194)	(1,699,723)
Total Liabilities and Stockholders' Deficit	$ 282,476	$ 40,351

XML

Balance Sheets (Parenthetical) - USD ($)	Jun. 30, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	17,437,228	1,467,498
Common stock, shares outstanding	17,437,228	1,467,495
Preferred B stock par value	$ 0.001	$ 0.001
Preferred B stock, shares authorized	50,000,000	50,000,000
Preferred B stock, shares issued	1,900	2,000
Preferred B stock, shares outstanding	1,900	2,000
Convertible notes payable, net of unamortized discount	$ 0	$ 48,810
Convertible notes payable, net of unamortized discount	218,864	249,467
Intangible net of amortization	6,667
Accumulated Depreciation of Property and Equipment	$ 0	$ 0

XML

Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Income Statement [Abstract]
REVENUES	$ 4,586		$ 14,258	$ 50,563
PRODUCT SOLD	4,495		11,545	25,510
GROSS PROFIT	91		2,713	25,053
OPERATING EXPENSES
General and Administrative	344,514	1,441,718	24,119,763	3,546,267
LOSS FROM OPERATIONS	(344,423)	(1,441,718)	(24,117,050)	(3,521,214)
OTHER INCOME (EXPENSES)
Gain (loss) on revaluation of derivative liability	(7,705,379)	(463,622)	(6,703,172)	(733,446)
Interest Expense	220,542	173,932	726,461	293,261
Total Other Income (Expenses)	7,925,921	637,554	7,429,633	1,026,707
Loss before income taxes	(8,270,344)	(2,079,272)	(31,546,683)	(4,547,921)
Provision for Income Taxes
Net Loss	$ (8,270,344)	$ (2,079,272)	$ (31,546,683)	$ (4,547,921)
BASIC AND DILUTED NET LOSS PER SHARE	$ (0.57)	$ (0.00)	$ (2.07)	$ (0.02)
WEIGHTED AVERAGE SHARES OUTSTANDING FOR BASIC AND DILUTED CALCULATIONS	14,391,367	115,095,072	15,238,626	115,095,072

XML

Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
OPERATING ACTIVITIES
Net Loss	$ (31,546,683)	$ (4,547,921)
Adjustments to reconcile net loss to net cash used in operations
Conversion of Preferred Stock to Common Stock	22,700,000
Expenses related to issue of stock options	193,377	3,205,400
Common stock issued for services	(172,939)	(90,131)
Amortization of debt discounts	644,687	278,080
Amortization of patent	6,667
Loss (Gain) from valuation and revaluation of convertible debt	6,703,172	733,446
Decrease (increase) in assets
Inventory	7,116	25,582
Accounts receivable	(6,865)
Advance to Vendor		(4,850)
Prepaid expenses	(2,198)
Increase (decrease) in liabilities
Accounts payable & accrued expenses	411,070	91,717
Interest payable	28,071	217
Net cash used in operations	(688,647)	(128,198)
FINANCING ACTIVITIES
Proceeds from sale of common stock	50,000
Proceeds from sale of Preferred Stock		55,000
Proceeds from issuance of convertible notes	707,000	203,250
Repayments of convertible notes	(54,500)	(50,000)
Accrued Interest paid on convertible notes repaid	(1,358)
Proceeds from related party advances	12,500	24,500
Repayment of related party advances	(3,150)	(108,823)
Net cash from financing activities	710,492	123,927
NET INCREASE (DECREASE) IN CASH	21,845	(4,271)
Cash beginning of period	25,711	13,087
Cash end of period	47,556	8,816
Cash Paid
Interest	63,904	13,738
Income Taxes
Debt discount recognized	580,783	278,080
Stock issued for Patent	100,000
Stock issued for subsidiary	125,000
Conversion of convertible debt to common stock	$ 558,896	$ 164,000
Conversion of preferred stock to common stock	—	22,000

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Nature of Operations

9 Months Ended

Sep. 30, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations

NOTE 1.

Nature of Operations:

GeneSYS ID Inc. (Formerly known as Rx Safes, Inc.) (“the Company”) was incorporated under the laws of the State of Nevada on June 1, 2010. The Companydesigns, develop and manufactures innovative biometric products and systems that offer secure storage, access control, drug delivery and remote patient monitoring and medication adherence solutions in both home and professional environments as well as within healthcare facilities, improving security, safety, levels of patient care and employee accountability.

On June 28, 2016, the Company formed subsidiaries named GeneSYS ID, INC. with 100,000,000 authorized shares of capital stock, $0.001 par value per share, and GeneSYS RX, INC. also with 100,000,000 authorized shares of capital stock, $0.001 par value per share. These subsidiaries had no business transactions prior to June 30, 2016 other than incorporating.

On July 8, 2016 the Company entered into an agreement to purchase 100% of the membership interests of My Touch ID, LLC from its members Glenn McGinnis and Scott McGinnis, who each owned 50% of My Touch ID, LLC., for $125,000 payable in 357,143 shares of Company stock (based on the closing price of the Company’s stock on July 8, 2016 at $0.35 per share).

In addition, the Company agreed to pay to Sellers the following “Earn Out” as follows: 2.5% of any revenues up to a cap of $1,000,000 generated from the assets acquired and held in My TOUCH; and 0.5% of any revenues above $1,000,000 up to a cap of $5,000,000 generated from the assets acquired and held in My TOUCH. The Earn Out is payable in cash, common stock of the Company or a combination thereof, in the sole discretion of Sellers.

Under the Purchase Agreement, the Company is responsible for $2,500 in unpaid debts in My TOUCH and the Sellers were required to discharge all debt beyond that amount before the July 8, 2016 Closing Date.

On July 18, 2016, Rx Safes, Inc. (the “Company”) entered into a Contribution Agreement (the “Agreement”) with GeneSYS-RX, Inc. (the “Subsidiary”), a Nevada corporation, pursuant to which the Company contributed certain assets and liabilities to the Subsidiary in exchange for 5,000,000 shares of common stock in the Subsidiary. The assets excluded all patents, designs, patent applications and trademarks currently owned by the Company as of the closing of the transfer.  In addition, all variable rate convertible notes remained with the Company.

On July 20, 2016, the Company filed Articles of Merger with the Secretary of State of Nevada in order to effectuate a merger with its wholly owned subsidiary, GeneSYS ID, Inc.  Shareholder approval was not required under Section 92A.180 of the Nevada Revised Statutes. As part of the merger, the Company’s board of directors authorized a change in the Company’s name to “GeneSYS ID, Inc.” and the Company’s Articles of Incorporation have been amended to reflect this name change.

On July 20, 2016, the Company formed a subsidiary named bioHEALTHMED, Inc., with 5,000,000 at $0.0001 par value authorized shares of voting common stock.

On July 29, 2016, FINRA announced the name/symbol change of ‘RX Safes, Inc.’ (RXSF) to “GeneSYS ID, Inc.” its Daily List and this change took effect at the open of business on August 1, 2016.  The new symbol for GeneSYS ID, Inc. is GNID.

Principles of consolidation and Basis of Presentation

The Consolidated Financial Statements include the accounts of the Corporation and its majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated. For the three months and none months ended September 30, 2016 the results of operations of companies purchased are included from the dates of acquisition.

Interim reporting:

The interim condensed financial statements included herein have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to such rules and regulations, although we believe that the disclosures made are adequate to provide for fair presentation and a reasonable understanding of the information presented. The Interim Condensed Financial Statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Form 10-Q should be read in conjunction with the financial statements and the related notes, for the fiscal year ended December 31, 2015, previously filed with the SEC.

In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present a fair statement of financial position as of September 30, 2016, results of operations for the three and nine months ended September 30, 2016 and 2015, and cash flows for the nine months ended September 30, 2016 and 2015, as applicable, have been made. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the operating results for the full fiscal year or any future periods.

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Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

NOTE 2.

Summary of Significant Accounting Policies:

The financial statements of the Company have been prepared using U.S. GAAP that are applicable to a going concern which contemplates that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of business.

Management’s use of estimates

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

Cash and cash equivalents

Cash and cash equivalents include funds on hand and short-term investments with original maturities of three months or less. Cash deposits are insured in limited amounts by the Federal Deposit Insurance Corporation (FDIC).

Accounts receivable

Customer accounts receivable consist of amounts owed from private individuals or organizations for product delivered. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable are due 30 days after the issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

Inventories

Inventories consist of safes and brackets. All inventories are valued at lower of average cost or market. The company periodically reviews inventories and items considered obsolete or outdated are reduced to their estimated net realizable value.

The components of inventory as of September 30, 2016 and December 31, 2015 are valued as follows:

	September 30, 2016		December 31, 2015
Safes	$	2,000	$	6,892
Brackets		20		44
Parts		—		2,200
Total Inventory	$	2,020	$	9,136

Property and Equipment and Depreciation

Property and Equipment are recorded at cost. Depreciation is recorded based on the estimated lives of the assets. Depreciation expense was $-0- for the nine months ended September 30, 2016.

Shipping and Handling Freight Fees and Costs

All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as revenue. The costs incurred by the Company for shipping and handling are reported as part of cost of goods sold.

Revenue recognition

Revenue is recognized when the four criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) shipment or delivery has occurred; (3) the price is fixed or determinable and (4) collectability is reasonably assured. The Company has recognized revenue associated with its mission as stated above in the nature of operations footnote. Sales to customers are recorded when the goods are shipped to the customer. Sales are reported net of allowances for estimated returns and allowances in the accompanying statements of income. Allowances for returns are estimated based on historical customer return rates. The Company has not had any product returns since inception. Customers pre-pay for orders though a website with their credit cards prior to the shipment of the goods, which takes place within a few days after the order is placed.

Advertising expense

The Company expenses advertising costs as incurred. Advertising expense charged to operating expenses was $1,688 and $10,588 for the nine months ended September 30, 2016 and 2015, respectively.

Rent expense

The Company pays rent on a month-to-month basis. Rent expense charged to operating expenses was $5,791 and $5,195 for the nine months ended September 30, 2016 and 2015, respectively. 

Intangible assets

Intangible assets are stated at cost less accumulated amortization and are amortized over their expected life. Currently the Company owns a patent which it amortizes over its remaining life.

Research and development costs

Research and development costs, consisting primarily of expenditures paid to our manufacturing and development partner in China, are expensed as incurred. Research and development expense charged to operating expenses was $11,982 and $2,442 for the nine months ended September 30, 2016 and 2015, respectively.

Fair value measurements

U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below:

Level 1:  Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3:  Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter

Recent Accounting Pronouncements

On May 1, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company will continue to assess the impact on its financial statements.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. 

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

 In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2016 and the Company will continue to assess the impact on its financial statements

Income Taxes

The Company provides for income taxes under the provisions of Accounting Standards Codification (“ASC”) Topic No. 740, “Income Taxes”, which requires that an asset and liability based approach be used in accounting for income taxes. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of the temporary differences of revenue and expense items for financial statement and income tax purposes. Valuation allowances are provided against assets, which are not likely to be realized.

Stock-based Compensation

The Company adopted ASC 718, "Compensation - Stock Compensation" for stock-based compensation. ASC 718 requires that the fair value of the equity instruments (such as stock options) exchanged for services be recognized as an expense in the financial statements as the related services are performed.

Earnings Per Share

Earnings per share ("EPS") has been calculated in accordance with ASC 260, “Earnings Per Share" which requires the presentation of both basic net income per share and net income per common share assuming dilution. Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the year. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock options resulting in the issuance of common stock to stockholders who would then share in the earnings of the Company. ASC 260 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when such inclusion is anti-dilutive.

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License Agreements

9 Months Ended

Sep. 30, 2016

Related Party Transactions [Abstract]

License Agreements

NOTE 3.

License Agreements

Included in the assets purchased from Axius Consulting Group, Inc. was a Patent & Licensing Rights Agreement with bioMETRX. The agreement grants the licensee a royalty based, ($.50 per unit) exclusive license under their Patent License to use, manufacture, have manufactured, license and/or sell licensed intellectual property for any legal purpose with North America within the health care and consumer markets. The term of the agreement is from the effective date (March 1, 2009) to the full end of the term or terms for which Patent Rights have not expired or, if only Technology Rights are licensed and no Patent Rights are applicable, for a term of 9 years.

On November 11, 2015, the Company entered into a binding letter of intent to purchase all right, title and interest to patent number 7,806,852. The Company will pay to the seller 83,334 shares of the Company’s common stock. The Company shall pay the seller $1.5 per unit on sales of current product as well as $3.00 per unit on sales of new devices incorporating the patented encasement. If the Company sells a majority interest or there is a change in management from the original founders, the seller has the option to continue the royalty agreement or take a one-time $250,000 cash payout and waive future rights. On February 2, 2016 the Company entered into a definitive agreement with Philip Jurson MD and Steven F. Borsand. The agreement memorialized the terms set forth in the binding letter of intent executed on November 11, 2015 for the purchase of USPTO patent number 7,806,852

In the previous quarter ended March 31, 2016, the Company authorized the issuance of the shares and recorded the Patent as an Intangible Asset in the interim financial information.

On January 11, 2016 the Company entered in an Intellectual Property Licensing agreement with Talon Brands, LLC. Under this agreement Talon Brands is responsible to pay a fee equivalent to $2.50 per unit sold in perpetuity unless or until the parties agree in writing to modify, enter into a new agreement or terminate the agreement. As a result of the acquisition of 100% of the membership interests of My TOUCH ID, LLC, (formerly Talon Brands, LLC.,) by the Company executed on July 8, 2016, all obligations under the prior licensing agreement were terminated.

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Income Taxes

9 Months Ended

Sep. 30, 2016

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 4.

Income Taxes

As of September 30, 2016, the Company has net operating loss carry forwards of approximately $39,951,000 that may be available to reduce future years’ taxable income in varying amounts through 2031. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has not recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.

The Company reviews tax positions taken to determine if it is more likely than not that the position would be sustained upon examination resulting in an uncertain tax position. The Company did not have any material unrecognized tax benefit at September 30, 2016 and December 31, 2015, respectively. The Company recognizes interest accrued and penalties related to unrecognized tax benefits in tax expense. The Company recognized no interest and penalties during the three months and nine months ended September 30, 2016 and year ending December 31, 2015, respectively.

The Company files U.S. federal tax returns and a tax return in states where obligated. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject.

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Employment Agreement

9 Months Ended

Sep. 30, 2016

Employment Agreement [Abstract]

Employment Agreement

NOTE 5.

Employment Agreement

The President of the Company, Ms. Lorraine Yarde, signed an employment contract effective January 1, 2015 which is effective until termination. The agreement stipulates a base salary of $175,000 plus an annual performance bonus targeted at fifty percent of salary. The agreement entitles Ms. Yarde to annual salary increases of ten percent as well as other customary employee benefits such as paid vacation and eligibility to participate in the Company’s health insurance plan or reimbursement of up to $1,000 per month until a company-health insurance plan is established. The agreement allows Ms. Yarde to convert any unpaid compensation to Company stock at a 50% discount to the then market price, in the form of unregistered securities.

On September 18, 2015, the employment contract was amended to re-price the exercise price on her 50,000 options from $0.25 to $0.001 per share resulting in additional estimated fair value of the stock options of $564,975 recognized as compensation expense (calculated using the Black Scholes option pricing model). In addition, the calculation of the exercise price which was exercisable at 50% of the trading price of the common shares was amended to apply the 50% discount to the lowest trading price of the Company’s common stock as reported on the OTCQB for the ten prior trading days including the day upon which a notice of conversion is received by the Company. Amendment for the ten day period resulted in an increase in the fair value of the options from $.23 to $.25 applied per exercisable share.

On September 21, 2015, Ms. Yarde converted $87,500 of the unpaid compensation into 265,152 shares of the Company’s common stock.

As of September 30, 2016, unpaid compensation under the agreement totaled $195,584.

Upon the signing of the agreement, Ms. Yarde was granted employee stock options to purchase 50,000 shares of the Company’s Common Stock with vesting period and strike price as follows:

(i) 25,000 shares vested immediately with a strike price of $0.001 per share;

(ii) 12,500 shares vest on July 1, 2015 with a strike price of $0.001 per share;

(iii) 7,500 shares vest on January 1, 2016 with a strike price of $0.001 per share; and

(iv) 5,000 shares vest on January 1, 2017 with a strike price of $0.001 per share.

On February 1, 2016, the Company and Ms. Yarde entered into an amendment to the employment agreement to increase her salary from $175,000 to $200,000 to be retroactive and amend the strike price on her options to $0.001. In addition, the Board of Directors awarded her a 30% performance bonus for her services.

The amendment of the strike price of the options was treated as a modification of an award according to ASC 718-20-35 and the incremental fair value of the award costs of $12,543 was recorded as compensation expense in the Statement of Operations for the nine months ended September 30, 2016

On February 1, 2016, the Company executed an employment agreement with Mark Basile a Director of the Company. The employment calls for a base salary of $175,000 per annum. He is also entitled to a performance bonus of 25% of his base salary. In addition the Company will immediately grant to employee an option to purchase 50,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 25,000 shares vested immediately with a strike price of $0.001 per share;

(ii) 12,500 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 7,500 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 5,000 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

Effective September 29, 2016, Mark Basile resigned as the Company’s Chief Strategy Officer and the Company’s board of directors appointed him to act as General Counsel. The Company entered into an Amended and Restated Employment Agreement (the “ Agreement” ) with Mr. Basile. The Agreement supersedes Mr. Basile’s employment agreement as Chief Strategy Officer in connection with his new appointment as General Counsel.

As of September 30, 2016, unpaid compensation under the agreement totaled $16,327.

On February 1, 2016, the Company executed an employment agreement with William Koch a Director of the Company. The employment calls for a salary of $150,000 per annum. He is also entitled to a performance bonus of 25% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 12,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 3,750 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $43,750.

On February 1, 2016, the Company executed an employment agreement with Faruk Okcetin a Director of the Company. The employment calls for a base salary of $125,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 10,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 2,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 2,500 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 2,500 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $62,500.

On May 23, 2016, the Company executed an employment agreement with J. Richard Iler to serve as Chief Financial Officer for the Company. The employment calls for a base salary of $100,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 12,500 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iii) 3,750 shares vest on the first anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share; and

(iv) 2,500 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $35,410.

On September 1, 2016, the Company executed an employment agreement with Glenn McGinnis to serve as Vice President of Product Development for the Company. The employment calls for a base salary of $150,000 per annum. He is also entitled to a performance bonus of 10% of his base salary. In addition, the Company will immediately grant to employee an option to purchase 25,000 shares of the Company’s common stock with a vesting and strike price as follows:

(i) 6,250 shares vested immediately with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(ii) 6,250 shares vest on the six month anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share;

(iv) 6,250 shares vest on the second anniversary of the agreement if the employee is still employed to the Company with a strike price of $0.001 per share.

At September 30, 2016, unpaid compensation under the agreement is $12,500.

The estimated fair value of the options granted to the Officers was calculated using the Black Scholes Model and amounted to $225,577 of which $193,377 was charged to compensation expenses for the nine months ended September 30, 2016. Unrecognized costs relating to these stock options totaled $32,200 as of September 30, 2016.

Each director is entitled to director fees of $10,000 per annum. At September 30, 2016, unpaid accrued directors’ compensation is $35,000.

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Stock Options and Warrants

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock options and warrants

NOTE 6.

Stock options and warrants

A summary of stock option and warrant activity as of September 30, 2016 is as follows:

Description	Stock Options	Warrants
Outstanding at January 1, 2015	50,000	41,250
Issued January 1, 2015	12,500
Issued January 1, 2015	12,500
Cancelled March 3, 2015	—	(41,250
Issued May 20, 2015	12,500	—
Issued May 28, 2015	—	500
Issued May 28, 2015	—	500
Issued June 2, 2015	—	500
Issued June 2, 2015	—	1,250
Issued June 22, 2015	12,500	—
Issued September 18, 2015	12,500	—
Issued February 1,2016	85,000	—
Issued May 23, 2016	25,000
Issued June 26, 2016		12,500
Issued June 27, 2016		137,500
Issued June 29, 2016		12,500
Issued September 1, 2016	25,000
Outstanding at September 30, 2016	247,500	165,250

Employee stock options totaling 50,000 shares granted to Ms. Yarde on January 1, 2015, and as amended on February 1, 2016, can be exercised at any time, up to and including 24 months after expiration or termination of the agreement. The estimated fair value of the options at February 1, 2016 was $113,465 (calculated using the Black-Scholes option pricing model and the following assumptions: (i) $.001 (adjusted for one for two hundred reverse split,) share price, respectively, exercise price, (iii) term of 3 years (iv) 268% expected volatility, respectively, and (v) 0.81%, risk free interest rate, respectively) will be expensed over the two year vesting period of the options.

Stock options totaling 62,500 were granted during the year of 2015 under the Director Compensation Plan effective January 1, 2015 to five directors in the amounts of 12,500 options to each. The estimated fair value totaled $1,347,926.

On February 1, 2016, stock options totaling 85,000 were granted to certain Directors under the Stock Option Plan. The estimated fair value of the options calculated using the Black Scholes option pricing model at an exercise price of $0.001 with expiration date of up to 2 years totaled $192,906.

On March 18, 2016, the Company’s board of directors amended the Rx Safes, Inc. 2015 Incentive Plan to increase the shares reserved under the Plan from 250,000 to 2,500,000 shares. There were no other amendments made to the Plan.

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Equity

9 Months Ended

Sep. 30, 2016

Equity [Abstract]

Equity

NOTE 7.

Equity

Common Stock.

Stock Split

On August 22, 2012, the Company amended its Articles of Incorporation to split its outstanding shares of the company’s common stock at a ratio of 5-for-1. The par value of the common stock was decreased to $.001 and increased the number of authorized shares to issue to 250,000,000. The accompanying financial statements have been adjusted to retroactively reflect the stock split.

Effective August 7, 2015, the aggregate number of shares which the Company shall have authority to issue is five hundred and fifty million (550,000,000) shares, consisting of two classes to be designated, respectively, "Common Stock" and "Preferred Stock," with all of such shares having a par value of $.001 per share. The total number of shares of Common Stock that the Corporation shall have authority to issue is five hundred million (500,000,000) shares. The total number of shares of Preferred Stock that the Corporation shall have authority to issue is fifty million (50,000,000) shares.

Reverse stock split

On September 28, 2015, the Company authorized a one for two hundred reverse split of the Company’s common stock issued and outstanding. Following this stock split the number of outstanding shares of the Company’s common stock decreased from 263,320,562 to 1,316,603. The accompanying financial statements have been adjusted to retroactively reflect the stock split.

On March 21, 2016, the Company filed a registration statement under Form S-8 to register 2,387,500 shares of common stock, which represents all reserved shares under the Plan not otherwise underlying prior outstanding options.

Preferred Stock.

The company is authorized to issue a second class of 50,000,000 preferred shares. In May 2015, the Company initiated a private offering of units consisting of 240,000 shares of its newly created Series A Preferred Stock and a warrant to purchase our common stock, for $2.50 per unit. The Company sold 22,000 units, consisting of 22,000 shares of our Series A Preferred Stock and warrants to purchase 550,000 shares of our common stock at $.01 per share for total proceeds of $55,000. As of September 30, 2016 all series A shares were converted to common.   

Effective September 18, 2015, the Company created, out of the fifty million (50,000,000) shares of preferred stock, par value $0.001 per share, a series of preferred stock consisting of two thousand (2,000) shares and to be called “Series B Preferred Stock.” Each Series B stock is convertible into 100,000 common shares. On September 23, 2015 the company issued all 2,000 shares of Series B stock for compensation of $.001 per share.

On February 1, 2016, 100 shares of the Series B preferred stock were converted into 10,000,000 shares of common stock. The compensation expense associated with the conversion is $22,700,000.

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Agreements

9 Months Ended

Sep. 30, 2016

Consulting Agreement [Abstract]

Agreements

NOTE 8.

Agreements

On August 3, 2016 the Company entered into a subscription agreement with a shareholder to purchase 50,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $2,500.

On August 4, 2016 the Company entered into a subscription agreement with a shareholder to purchase 100,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $5,000.

On August 5, 2016 the Company entered into an agreement with a legal consultant to perform intellectual property consulting services. The initial term of this agreement is for one year of services. The Company issued the consultant 25,000 shares of Company stock with a value of $4,725 as a retainer for these services.

On August 23, 2016 the Company entered into a subscription agreement with a shareholder to purchase 200,000 shares of the Company common stock at a price of $0.05 per share for a total purchase price of $10,000.

On September 6, 2016 the Company entered into an agreement with an engineering and design consultant for an initial 12 month period. Under the agreement the Company issued the consultant 50,000 shares of Company stock with a value of $1,000 as a retainer. In addition, the consultant will receive $2,500 cash compensation and $2,500 in shares of Company stock on a monthly basis. The cash based compensation will be accrued until such time as the Company has adequate capital resources to make the payment.

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Fair Value Measurements and Derivative Liability

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements and Derivative Liability

NOTE 9.

Fair Value Measurements and Derivative Liability

The Company evaluates all of it financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported as charges or credits to income. For option-based derivative financial instruments, the Company uses the Black-Scholes option-pricing model to value the derivative instruments at inception and subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

Derivative instrument liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument could be required within 12 months of the balance sheet date.

On October 6, 2015, the Company entered into an agreement with Auctus Fund LLC to invest $55,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable July 6, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance. On March 31, 2016 the note was bought by EMA Financial LLC for $55,250 plus accrued interest of $2119.18.

On October 7, 2015, the Company entered into an agreement Kodiak Capital Group to invest $50,000 into the Company in exchange for the issuance of a $60,000 convertible promissory note which includes OID of $10,000. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable October 7, 2016.  The note is convertible by Kodiak into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the average of the three lowest trading prices of the Common Stock on the OTC Market for the 10 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On November 11, 2015, the Company entered into an agreement with EMA Financial LLC to invest $50,000 into the Company in exchange for the issuance of a $50,000 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable November 11, 2016.  The note is convertible by EMA Financial into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On December 16, 2015, the Company entered into an agreement with Auctus Fund LLC to invest $110,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable December 16, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On January 12, 2016, the Company entered into an agreement with Crown Bridge Partners LLC to invest $36,000 into the Company in exchange for the issuance of a $40,000 convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable January 12, 2017. Unpaid balance bears an interest at the rate of 22%.   The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 20, 2016, the Company entered into an agreement with Yoshar Trading LLC to invest $30,000 into the Company in exchange for the issuance of a $31,100 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable January 20, 2017.  The note is convertible by Yoshar into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On January 22, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable October 22, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On February 28, 2016, the Company entered into an agreement with APG Capital Holdings, LLC to invest a total of $63,000 into the Company in exchange for the issuance of 2 convertible promissory notes, each $31,500. The first $31,500 note is a front end note and was purchased by APG Capital Holdings, LLC on February 28, 2016. The second $31,500 note is a back end note and will be funded no later than October 29, 2016. The Company has the option to cancel the back end note and any obligation thereof by giving 30 days written notice of cancellation no later than the 5^th month anniversary of the issuance of the front end note. The notes bear interest at the rate of 8%.  All outstanding interest and principle on the front end note is due and payable February 28, 2017.  The note is convertible by APG Capital Holdings, LLC into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by average of the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note up to 180 days after issuance

On February 29, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $77,750 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable November 29, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On March 15, 2016, the Company entered into an agreement with Crown Bridge Partners LLC to invest $36,000 into the Company in exchange for the issuance of a $40,000 convertible promissory note. The note bears interest at the rate of 8%. All outstanding interest and principle is due and payable March 15, 2017. Unpaid balance bears an interest at the rate of 22%.   The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On March 29, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $108,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable December 29, 2016.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

On March 31, 2016, the Company entered into an agreement with EMA Financial LLC to invest $50,000 into the Company in exchange for the issuance of a $50,000 convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable March 28, 2017.  The note is convertible by EMA Financial into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance

On March 31, 2016, EMA Financial, LLC entered a debt purchase agreement with Auctus Fund LLC to purchase the note dated October 6, 2015 for the amount of $55,250 principal and $2,119.18 of accrued interest. Conversion of this note is subject to a leak-out agreement executed the same date.

On May 6, 2016, Auctus Fund LLC entered a debt purchase agreement with EMA Financial to purchase the note dated November 15, 2015 for the amount of $50,000 principal and $1,940 of accrued interest. Conversion of this note is subject to a leak-out agreement executed the same date.

On May 6, 2016, the Company entered into an agreement with Auctus Fund LLC to invest $76,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable February 6, 2017.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On May 23, 2016, the Company entered into an agreement with Black Mountain Equities, Inc. to invest up to $100,000 into the Company in exchange for a convertible promissory note. The note bears interest at the rate of 9.99%. All outstanding principle and interest is due and payable on May 26, 2017. The note is convertible by Black Mountain into shares of the Company’s common stock at any time on or after the Issuance Date. The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note up to 90 days after issuance. As of September 30, 2016 only $25,000 of this note is funded.

On May 24, 2016, the Company entered into an agreement with Adar Bays, LLC to invest into the Company $35,000 in exchange for a convertible promissory note. The note bears interest at the rate of 8%. All outstanding principle and interest is due and payable on May 24, 2017. The note is convertible by Adar Bays into shares of the Company’s common stock at any time after 180 days from note issuance (November 20, 2016). The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to prepay this note plus accrued interest at 115% of face within 60 days from note issuance, at 125% of face within 61 to 120 days from note issuance, and at 135% of face within 121 to 180 days from note issuance, after which time the note may not be prepaid.

On July 15, 2016 EMA Financial elected to convert $7,150 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 55,000 shares of company stock.

On July 29, 2016, Crownbridge elected to convert $8,060 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 62,000 shares of Company stock.

On August 3, 2016 the Company issued 9,204 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On August 3, 2016 the Company issued 20,000 shares to a consultant for services performed under an agreement originally signed on June 6, 2016.

On August 5, 2016, Crownbridge elected to convert $7,508 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 77,000 shares of Company stock.

On August 15, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 43,956 shares of Company stock.

On August 24, 2016 EMA Financial elected to convert $6,825 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 100,000 shares of Company stock.

On August 24, 2016 the Company entered into an agreement with EMA Financial, LLC to invest $40,000 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable August 24, 2017.  The note is convertible by EMA into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 50% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 3 months after issuance.

On August 26, 2016 the Company entered into an agreement with Auctus Fund LLC to invest $41,250 into the Company in exchange for the issuance of a convertible promissory note. The note bears interest at the rate of 8%.  All outstanding interest and principle is due and payable May 26, 2017.  The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

On August 31, 2016, Crownbridge elected to convert $7,956 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 390,000 shares of Company stock.

On August 31, 2016 Yoshar Trading, LLC elected to convert $3,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 153,846 shares of Company stock.

On September 6, 2016 Yoshar Trading, LLC elected to convert $4,000 of the principal of the note issued on January 20, 2016. The Company issued to Yoshar 361,991 shares of Company stock.

On September 6, 2016, APG Capital Holdings, LLC elected to convert $4,000 of the principal amount and $165 of interest of a note issued on February 29, 2016. The Company issued to APG 376,906 shares of Company stock.

On September 6, 2016, Crownbridge elected to convert $7,007 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

On September 6, 2016 EMA Financial elected to convert $4,420 of the principal of the note the purchased from Auctus Fund, LLC on March 31, 2016 originally issued on October 6, 2015. The Company issued to EMA Financial 400,000 shares of Company stock.

On September 6, 2016 the Company issued 92,105 shares of Company stock to a consultant for services performed under an agreement originally signed on May 6, 2015.

On September 26, 2016, Crownbridge elected to convert $2,473 of the principal amount of note issued on January 12, 2016. The Company issued to Crownbridge 687,000 shares of Company stock.

The company identified embedded derivatives related to the EMA, Auctus Fund LLC, Kodiak, Yoshar, Adar, APG, Black Mountain and Crownbridge Convertible Promissory Notes. These embedded derivatives included certain conversion features. The accounting treatment of derivative financial instruments requires that the company record the fair value of the derivatives as of the inception date of the Convertible Promissory Note and to adjust the fair value as of each subsequent balance sheet date. Under ASC-815, the conversion options embedded in the notes payable described in Note 8 require derivate liability classification because they do not contain an explicit limit to the number of shares that could be issued upon settlement.

As defined in FASB ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized the market data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 - Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 - Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

Derivative liability — the Company’s derivative liability is classified within Level 3 of the fair value hierarchy.

The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as at September 30, 2016 and December 31, 2015.

Recurring Fair Value Measurements	Level 1		Level 2		Level 3			Total
Liabilities:
Derivative liability – September 30, 2016	$	—	$	—	$	8,391,814		$	8,391,814
Derivative Liability – December 31,2015	$	—	$	—	$		1,428,075	$	1,428,075

At September 30, 2016, convertible notes payable consisted of:

Date of Note		Noteholder	Interest Rate		Maturity date		Face Value			OID		Proceeds		Unamortized Debt Discount		Net Carrying Amount
	10/7/2015	Kodiak		8%		10/7/2016		60,000	(b)		10,000		50,000		966		59,034
	11/11/2015	Auctus		8%		11/11/2016		14,096	(a)				14,096		1,630		12,466
	12/16/15	Auctus		8%		9/16/16		80,266	(a)				80,266		—		80,266
	1/12/2016	Crownbridge		8%		1/12/2017		6,996	(a)		4,000		2,996		1,773		5,223
	1/20/2016	Yoshar		8%		1/20/2017		22,500	(a)		1,500		21,000		6,847		15,653
	1/22/2016	Auctus		8%		10/22/16		77,750	(c)				77,750		6,297		71,453
	2/29/2016	APG Securities		8%		2/28/2017		27,500	(a)		1,500		26,000		10,880		16,620
	2/29/2016	Auctus		8%		11/29/2016		77,750	(c)				77,750		17,138		60,612
	3/15/2016	Crownbridge		8%		3/15/2017		40,000	(a)		4,000		36,000		16,436		23,564
	3/16/16	EMA		8%		7/16/2016		952	(a)				952		—		952
	3/28/2016	Auctus		8%		12/30/2016		108,000	(c)				108,000		35,933		72,067
	3/29/2016	EMA		8%		3/28/2017		52,500	(a)				52,500		25,842		26,658
	5/6/2016	Auctus		8%		12/30/2016		76,750	(c)				76,750		—		76,750
	05/23/2016	Black Mountain		9.99%		5/26/2017		25,000	(d)				25,000		16,252		8,748
	5/24/2016	Adar Bays		8%		5/24/2017		35,000	(d)				35,000		22,561		12,439
	8/24/2016	EMA		8%		8/24/2017		40,000	(e)				40,000		35,945		4,055
	8/26/2016	Auctus		8%		5/26/2017		41,250					41,250		—		41,250
	1/20/2016	Yoshar		8%		1/20//2017		30,000					30,000		20,364		9,636
	Totals							816,310			21,000		795,310		218,864		597,446

(a) Convertible in shares of common stock 65% of the lowest closing for the twenty days trading immediately preceding the date of conversion.

(b) Convertible in shares of common stock 65% of the lowest closing for the ten days trading immediately preceding the date of conversion.

(c) Convertible in shares of common stock 70% of the lowest closing for the twenty days trading immediately preceding the date of conversion.

(d) Convertible in shares of common stock 65% multiplied by the average of the 3 lowest closing trading prices ten days prior to conversion.

(e)  Convertible in shares of common stock 50% multiplied by the average of the 3 lowest closing trading prices twenty days prior to conversion.

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Development and Marketing Agreement

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Development and Marketing Agreement

NOTE 10. 

Development and Marketing Agreement

On July 30, 2015, the Company entered into a co-operative developing and marketing agreement with Patient Safety Devices (PSD). The agreement relates to co-development, co-marketing and sales of a biometric patient controlled analgesia device. The Company will be responsible for the engineering and prototyping testing and manufacturing of the product as well as contributing its patent license for the use of the biometrics. PSD is responsible for contributing the design specifications and functionality of the product and shall also contribute previously developed intellectual property, assets and relationships. PSD will assign the rights of intellectual property and assets formerly owned by Redesign Company LLC. The Company will be solely responsible for the final sale of the product. The Company will pay PSD a commission of 10% of net sales. The initial term of the agreement is five years, and shall be automatically renewed for successive periods of one year.

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Intangible Asset

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Asset

NOTE 11.

Intangible Asset

Intangible asset consists of the following:

September 30, 2016

Patent (subject to amortization) $ 100,000

Less accumulated amortization 6,667

Intangible Asset, net of accumulated amortization $ 93,333

Effective February 2, 2016, the Company recorded the purchase of a patent valued at $100,000. The patent had already been in existence for approximately ten years and was assigned to the Company in exchange for stock valued at $100,000. Amortization is calculated over the remaining ten year life of the patent estimated at 20 years.

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Assets acquired from the MY Touch ID LLC purchase

9 Months Ended

Sep. 30, 2016

Goodwill and Intangible Assets Disclosure [Abstract]

Assets acquired from the MY Touch ID LLC purchase

On July 8, 2016 the company purchased 100% interest in My Touch LLC (The LLC), which includes all of its assets for $125,000. As of September 30, 2016 the company estimated that there were no change in the value of the assets acquired.

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Going Concern

9 Months Ended

Sep. 30, 2016

Going Concern [Abstract]

Going Concern

NOTE 13.

Going Concern

The accompanying financial statements have been prepared in conformity with U.S. GAAP, which contemplate continuation of the Company as a going concern. However, the Company had minimal revenues for the nine months ended September 30, 2016 and 2015. The Company currently has limited working capital, and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

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Legal Proceedings

9 Months Ended

Sep. 30, 2016

Notes to Financial Statements

Legal Proceedings

NOTE 14.

Legal Proceedings

Legal Proceedings

On March 5, 2015, Wall Street Buy Sell Hold filed a lawsuit against the Company in New York alleging breach of a consulting agreement between the parties. On March 10, 2015 the company filed a lawsuit against Wall Street Buy Hold Sell in Nevada. The suit claims WSBHS engaged in fraud as well as deceptive practices. The case is still in the motion phase.  The case the Company filed in Nevada against WSBSH has been stayed, pending a decision on a jurisdiction motion we filed in the New York case.  The Company has been asked by the judge in the New York case to try to come to a settlement and we have been negotiating back and forth with their attorneys to reach a mutually acceptable settlement. Meanwhile, the court has scheduled a date, November 22, 2016, at which time the company will either announce the settlement or move forward with its Motion to Dismiss based on procedural failures by the Plaintiff.

On February 12, 2016, the company filed a lawsuit in New York against Kodiak Capital Group LLC, Ryan Hodson, BMA Securities, as well as Island Capital Management LLC. Kodiak fraudulently purchased the company’s existing convertible note from LG capital. Kodiak then began converting the note into common stock. The suit claims that Ryan Hodson, the principal of Kodiak Capital, engaged in a scheme to defraud the company. Additionally, the suit claims Hodson and BMA Securities engaged in market manipulation causing damage to the company. Island Capital is accused of a breach of fiduciary responsibility, by issuing Kodiak the shares of stock.

On May 3 , 2016 a Notice of Dismissal was filed for the New York case and on 2016 May 5, 2016 the company filed a lawsuit against all Kodiak Capital Group et al in the District of California, asserting all of the same allegations as the previously filed New York case. The company re-filed the action in Federal Court in California to include a new state based fraud claim against the defendants that are California residents. Our counsel failed to serve process on the defendants. The court dismissed the case on the procedural ground of lack of prosecution. The Company terminated its litigation counsel due to lack of oversight and other administrative disputes with counsel. It is expected that this lawsuit will be refiled in early 2017. The Statute of Limitations for this action is 6 years so the Company has anple time to refile this action.

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Subsequent Events

9 Months Ended

Sep. 30, 2016

Subsequent Events [Abstract]

Subsequent Events

NOTE 15.

Subsequent Events

On October 1, 2016 the Company entered into an agreement with a consultant to perform investor relations and social media services. The initial term of this agreement is for three months of services. As compensation for services the consultant shall be entitled to receive 300,000 (Three Hundred Thousand shares of Company stock.

On October 4, 2016 the majority of the Series B Preferred shareholders voted in favor of increasing the number of authorized Series B shares from 2,000 to 2,550 and the Company filed an amended Certificate of Designation with the Nevada Secretary of State to reflect this increase.

On October 4, 2016 the Board of Directors voted in favor of issuing new Series B shares as follows:

• 20 Preferred B Shares to Faruk Okcetin
• 20 Preferred B shares to Glenn McGinnis
• 10 Preferred B Shares to J. Richard Iler
• 147 Preferred B Shares to Lorraine Yarde

On October 24, 2016 Mr. Iler’s Employment Agreement was amended (the “Amended and Restated Employment Agreement”) to extend the term of employment, amend the employment from part-time to full time and to increase Mr. Iler’s salary from $100,000 to $125,000.

On November 11, 2016 the Company entered into an agreement with Cleartrust, LLC., to be engaged as the Company’s new Transfer Agent. The agreement will be in effect until canceled by either party. Cancellation of the agreement by the Company requires thirty day advanced written notice. Cancellation of the agreement by the Transfer Agent requires ten day advance written notice. In accepting appointment as Transfer Agent for the Company, both the Transfer Agent and Company hereby acknowledge that the Transfer Agent does not assume any contracts or agreements entered into by any prior Transfer Agent, the Company, or any Third Party.

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Managements use of estimates

Management’s use of estimates

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

Cash and cash equivalents

Cash and cash equivalents

Cash and cash equivalents include funds on hand and short-term investments with original maturities of three months or less. Cash deposits are insured in limited amounts by the Federal Deposit Insurance Corporation (FDIC).

Accounts Receivable

Accounts receivable

Customer accounts receivable consist of amounts owed from private individuals or organizations for product delivered. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information, and existing economic conditions. Normal receivable are due 30 days after the issuance of the invoice. Receivables past due more than 120 days are considered delinquent. Delinquent receivables are written off based on individual credit evaluation and specific circumstances of the customer.

Inventories

Inventories

Inventories consist of safes and brackets. All inventories are valued at lower of average cost or market. The company periodically reviews inventories and items considered obsolete or outdated are reduced to their estimated net realizable value.

The components of inventory as of September 30, 2016 and December 31, 2015 are valued as follows:

	September 30, 2016		December 31, 2015
Safes	$	2,000	$	6,892
Brackets		20		44
Parts		—		2,200
Total Inventory	$	2,020	$	9,136

Property and Equipment and Depreciation

Property and Equipment and Depreciation

Property and Equipment are recorded at cost. Depreciation is recorded based on the estimated lives of the assets. Depreciation expense was $-0- for the nine months ended September 30, 2016.

Shipping and Handling Freight Fees and Costs

Shipping and Handling Freight Fees and Costs

All amounts billed to a customer in a sales transaction related to shipping and handling represent revenues earned and are reported as revenue. The costs incurred by the Company for shipping and handling are reported as part of cost of goods sold.

Revenue recognition

Revenue recognition

Revenue is recognized when the four criteria for revenue recognition are met: (1) persuasive evidence of an arrangement exists; (2) shipment or delivery has occurred; (3) the price is fixed or determinable and (4) collectability is reasonably assured. The Company has recognized revenue associated with its mission as stated above in the nature of operations footnote. Sales to customers are recorded when the goods are shipped to the customer. Sales are reported net of allowances for estimated returns and allowances in the accompanying statements of income. Allowances for returns are estimated based on historical customer return rates. The Company has not had any product returns since inception. Customers pre-pay for orders though a website with their credit cards prior to the shipment of the goods, which takes place within a few days after the order is placed.

Advertising expense

Advertising expense

The Company expenses advertising costs as incurred. Advertising expense charged to operating expenses was $1,688 and $10,588 for the nine months ended September 30, 2016 and 2015, respectively.

Rent expense

Rent expense

The Company pays rent on a month-to-month basis. Rent expense charged to operating expenses was $5,791 and $5,195 for the nine months ended September 30, 2016 and 2015, respectively. 

Intangible Assets

Intangible assets

Intangible assets are stated at cost less accumulated amortization and are amortized over their expected life. Currently the Company owns a patent which it amortizes over its remaining life.

Research and development costs

Research and development costs

Research and development costs, consisting primarily of expenditures paid to our manufacturing and development partner in China, are expensed as incurred. Research and development expense charged to operating expenses was $11,982 and $2,442 for the nine months ended September 30, 2016 and 2015, respectively.

Fair value measurements

Fair value measurements

U.S. GAAP requires disclosing the fair value of financial instruments to the extent practicable for financial instruments which are recognized or unrecognized in the balance sheet. The fair value of the financial instruments disclosed herein is not necessarily representative of the amount that could be realized or settled, nor does the fair value amount consider the tax consequences of realization or settlement.

In assessing the fair value of financial instruments, the Company uses a variety of methods and assumptions, which are based on estimates of market conditions and risks existing at the time. For certain instruments, including cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses, it was estimated that the carrying amount approximated fair value because of the short maturities of these instruments. All debt is based on current rates at which the Company could borrow funds with similar remaining maturities and approximates fair value.

GAAP establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use on unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy is described below:

Level 1:  Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

Level 2:  Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

Level 3:  Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

Determining which category an asset or liability falls within the hierarchy requires significant judgment. We evaluate our hierarchy disclosures each quarter

Recent Accounting Pronouncements

Recent Accounting Pronouncements

On May 1, 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2016, and early adoption is not permitted. Entities will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. The Company will continue to assess the impact on its financial statements.

In June 2014, the FASB issued ASU 2014-12, “Compensation - Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period.” This ASU provides more explicit guidance for treating share-based payment awards that require a specific performance target that affects vesting and that could be achieved after the requisite service period as a performance condition. The new guidance is effective for annual and interim reporting periods beginning after December 15, 2015. The Company does not expect the adoption of this guidance to have a material impact on the financial statements. 

On June 10, 2014, the Financial Accounting Standards Board (“FASB”) issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities and other reporting entities from US GAAP. In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholder’s equity, (2) label the financial statements as those of a development stage entity; (3) disclose a description of the development stage activities in which the entity is engaged and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued. The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Topic 205-40)”, which requires management to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern for each annual and interim reporting period. If substantial doubt exists, additional disclosure is required. This new standard will be effective for the Company for annual and interim periods beginning after December 15, 2016. Early adoption is permitted. The Company expects to adopt this new standard for the fiscal year ending December 31, 2016 and the Company will continue to assess the impact on its financial statements. 

Income Taxes

Income Taxes

The Company provides for income taxes under the provisions of Accounting Standards Codification (“ASC”) Topic No. 740, “Income Taxes”, which requires that an asset and liability based approach be used in accounting for income taxes. Deferred income tax assets and liabilities are recorded to reflect the tax consequences on future years of the temporary differences of revenue and expense items for financial statement and income tax purposes. Valuation allowances are provided against assets, which are not likely to be realized.

Stock-based Compensation

Stock-based Compensation

The Company adopted ASC 718, "Compensation - Stock Compensation" for stock-based compensation. ASC 718 requires that the fair value of the equity instruments (such as stock options) exchanged for services be recognized as an expense in the financial statements as the related services are performed.

Earnings Per Share

Earnings Per Share

Earnings per share ("EPS") has been calculated in accordance with ASC 260, “Earnings Per Share" which requires the presentation of both basic net income per share and net income per common share assuming dilution. Basic earnings per share are computed by dividing income available to common stockholders by the weighted average number of shares outstanding for the year. Diluted earnings per share reflects the potential dilution that could occur upon the exercise of common stock options resulting in the issuance of common stock to stockholders who would then share in the earnings of the Company. ASC 260 precludes the inclusion of any potential common shares in the computation of any diluted per-share amounts when such inclusion is anti-dilutive.

XML

Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2016

Accounting Policies [Abstract]

Schedule of Inventory Expense

	September 30, 2016		December 31, 2015
Safes	$	2,000	$	6,892
Brackets		20		44
Parts		—		2,200
Total Inventory	$	2,020	$	9,136

XML

Stock Options and Warrants (Tables)

9 Months Ended

Sep. 30, 2016

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of stock option and warrant activity

Description	Stock Options	Warrants
Outstanding at January 1, 2015	50,000	41,250
Issued January 1, 2015	12,500
Issued January 1, 2015	12,500
Cancelled March 3, 2015	—	(41,250
Issued May 20, 2015	12,500	—
Issued May 28, 2015	—	500
Issued May 28, 2015	—	500
Issued June 2, 2015	—	500
Issued June 2, 2015	—	1,250
Issued June 22, 2015	12,500	—
Issued September 18, 2015	12,500	—
Issued February 1,2016	85,000	—
Issued May 23, 2016	25,000
Issued June 26, 2016		12,500
Issued June 27, 2016		137,500
Issued June 29, 2016		12,500
Issued September 1, 2016	25,000
Outstanding at September 30, 2016	247,500	165,250

XML

Fair Value Measurements and Derivative Liability (Tables)

9 Months Ended

Sep. 30, 2016

Fair Value Disclosures [Abstract]

Schedule of fair value hierarchy of financial assets and liabilities

Recurring Fair Value Measurements	Level 1		Level 2		Level 3			Total
Liabilities:
Derivative liability – September 30, 2016	$	—	$	—	$	8,391,814		$	8,391,814
Derivative Liability – December 31,2015	$	—	$	—	$		1,428,075	$	1,428,075

Schedule of convertible notes payable

Date of Note		Noteholder	Interest Rate		Maturity date		Face Value			OID		Proceeds		Unamortized Debt Discount		Net Carrying Amount
	10/7/2015	Kodiak		8%		10/7/2016		60,000	(b)		10,000		50,000		966		59,034
	11/11/2015	Auctus		8%		11/11/2016		14,096	(a)				14,096		1,630		12,466
	12/16/15	Auctus		8%		9/16/16		80,266	(a)				80,266		—		80,266
	1/12/2016	Crownbridge		8%		1/12/2017		6,996	(a)		4,000		2,996		1,773		5,223
	1/20/2016	Yoshar		8%		1/20/2017		22,500	(a)		1,500		21,000		6,847		15,653
	1/22/2016	Auctus		8%		10/22/16		77,750	(c)				77,750		6,297		71,453
	2/29/2016	APG Securities		8%		2/28/2017		27,500	(a)		1,500		26,000		10,880		16,620
	2/29/2016	Auctus		8%		11/29/2016		77,750	(c)				77,750		17,138		60,612
	3/15/2016	Crownbridge		8%		3/15/2017		40,000	(a)		4,000		36,000		16,436		23,564
	3/16/16	EMA		8%		7/16/2016		952	(a)				952		—		952
	3/28/2016	Auctus		8%		12/30/2016		108,000	(c)				108,000		35,933		72,067
	3/29/2016	EMA		8%		3/28/2017		52,500	(a)				52,500		25,842		26,658
	5/6/2016	Auctus		8%		12/30/2016		76,750	(c)				76,750		—		76,750
	05/23/2016	Black Mountain		9.99%		5/26/2017		25,000	(d)				25,000		16,252		8,748
	5/24/2016	Adar Bays		8%		5/24/2017		35,000	(d)				35,000		22,561		12,439
	8/24/2016	EMA		8%		8/24/2017		40,000	(e)				40,000		35,945		4,055
	8/26/2016	Auctus		8%		5/26/2017		41,250					41,250		—		41,250
	1/20/2016	Yoshar		8%		1/20//2017		30,000					30,000		20,364		9,636
	Totals							816,310			21,000		795,310		218,864		597,446

XML

Summary of Significant Accounting Policies (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Accounting Policies [Abstract]
Safes	$ 2,000	$ 6,892
Brackets	20	44
Parts		2,200
Total Inventory	$ 2,020	$ 9,136

XML

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Summary of Significant Accounting Policies (Textual)
Advertising expense	$ 1,688	$ 10,588
Rent expense charged to operating expenses	5,791	5,195
Research and development expense	11,982	$ 2,442
Depreciation Expense	$ 0

XML

License Agreements (Details)	9 Months Ended
	Sep. 30, 2016 USD ($) $ / shares
License Agreements 3 [Member]
Date of agreement	Jan. 11, 2006
Payment to seller per unit	$ 3
License Agreements 2 [Member]
Date of agreement	Feb. 02, 2016
License Agreements [Member]
Date of agreement	Nov. 11, 2015
Shares Paid	$ 83,334
Payment to seller per unit	2
Cash Payout	$ 250,000
Axius Consulting Groupinc Consulting Asset Purchase [Member] | License Agreements [Member]
Date of agreement	Mar. 01, 2009
License revenue per unit | $ / shares	$ 0.50
Term of agreement	9 years

XML

Income Taxes (Details)	Sep. 30, 2016 USD ($)
Income Tax Disclosure [Abstract]
Net operating loss	$ (39,951,000)

XML

Employment Agreement (Details) - USD ($)	1 Months Ended			9 Months Ended
	Sep. 21, 2015	Sep. 18, 2015	Jan. 31, 2015	Sep. 30, 2016
Employment Agreement (Textual)
Conversion of shares	12,543
Options granted, exercise price		$ 0.001
Stock options, exercise price, percent		50.00%
Options exercise price, shares		10,000,000
President [Member]
Employment Agreement (Textual)
Date of Employment Agreement			Jan. 31, 2015
Salary and Performance Bonus			$ 175,000
Insurance plan or reimbursement			$ 1,000
Compensation to company stock at market price			50.00%
Share-based compensation	$ 87,500			$ 43,750
Granted employee stock options				50,000
Conversion of shares	265,152
Unpaid Compensation				$ 195,584
Vice President [Member]
Employment Agreement (Textual)
Date of Employment Agreement				Feb. 01, 2016
Salary and Performance Bonus				$ 175,000
Compensation to company stock at market price				25.00%
Option to Purchase Shares				50,000
Director 1 [Member]
Employment Agreement (Textual)
Date of Employment Agreement				Feb. 01, 2016
Salary and Performance Bonus				$ 150,000
Compensation to company stock at market price				25.00%
Option to Purchase Shares				25,000
Director 2 [Member]
Employment Agreement (Textual)
Date of Employment Agreement				Feb. 01, 2016
Salary and Performance Bonus				$ 125,000
Compensation to company stock at market price				10.00%
Option to Purchase Shares				10,000
CFO [Member]
Employment Agreement (Textual)
Date of Employment Agreement				May 23, 2016
Salary and Performance Bonus				$ 100,000
Compensation to company stock at market price				10.00%
Option to Purchase Shares				25,000
Vice President 2 [Member]
Employment Agreement (Textual)
Date of Employment Agreement				Sep. 01, 2016
Salary and Performance Bonus				$ 150,000
Compensation to company stock at market price				10.00%
Option to Purchase Shares				25,000
Shares Vested One [Member] | President [Member]
Employment Agreement (Textual)
Shares vested				25,000
Strike price				$ 0.0001
Shares Vested One [Member] | Vice President [Member]
Employment Agreement (Textual)
Shares vested				25,000
Strike price				$ .0001
Shares Vested One [Member] | Director 1 [Member]
Employment Agreement (Textual)
Shares vested				12,500
Strike price				$ .0001
Shares Vested One [Member] | Director 2 [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .0001
Shares Vested One [Member] | CFO [Member]
Employment Agreement (Textual)
Shares vested				12,500
Strike price				$ .0001
Shares Vested One [Member] | Vice President 2 [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001
Shares Vested Two [Member] | President [Member]
Employment Agreement (Textual)
Shares vested				50,000
Strike price				$ 0.0001
Shares Vested Two [Member] | Vice President [Member]
Employment Agreement (Textual)
Shares vested				12,500
Strike price				$ .0001
Shares Vested Two [Member] | Director 1 [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001
Shares Vested Two [Member] | Director 2 [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .0001
Shares Vested Two [Member] | CFO [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001
Shares Vested Two [Member] | Vice President 2 [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001
Shares Vested Three [Member] | President [Member]
Employment Agreement (Textual)
Shares vested				7,500
Strike price				$ 0.0001
Shares Vested Three [Member] | Vice President [Member]
Employment Agreement (Textual)
Shares vested				7,500
Strike price				$ .0001
Shares Vested Three [Member] | Director 1 [Member]
Employment Agreement (Textual)
Shares vested				3,750
Strike price				$ .0001
Shares Vested Three [Member] | Director 2 [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .001
Shares Vested Three [Member] | CFO [Member]
Employment Agreement (Textual)
Shares vested				3,750
Strike price				$ .0001
Shares Vested Three [Member] | Vice President 2 [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001
Shares Vested Four [Member] | President [Member]
Employment Agreement (Textual)
Shares vested				5,000
Strike price				$ 0.0001
Shares Vested Four [Member] | Vice President [Member]
Employment Agreement (Textual)
Shares vested				5,000
Strike price				$ .0001
Shares Vested Four [Member] | Director 1 [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .0001
Shares Vested Four [Member] | Director 2 [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .0001
Shares Vested Four [Member] | CFO [Member]
Employment Agreement (Textual)
Shares vested				2,500
Strike price				$ .0001
Shares Vested Four [Member] | Vice President 2 [Member]
Employment Agreement (Textual)
Shares vested				6,250
Strike price				$ .0001

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Stock Options and Warrants (Details) - shares	9 Months Ended
	Sep. 30, 2016	Jan. 01, 2015
Warrant [Member]
Stock Options And Warrants [Line Items]
Outstanding Stock Options	247,500
Outstanding Warrants		42,250
Cancelled	41,250
Issuance Of Warrants Date Eight [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 26, 2016
Warrant issued	12,500
Issuance Of Warrants Date Eight [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 27, 2016
Warrant issued	137,500
Issuance Of Warrants Date Nine [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 29, 2016
Warrant issued	12,500
Issuance Of Warrants Date Three [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	May 28, 2015
Warrant issued	500
Issuance Of Warrants Date Four [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	May 28, 2015
Warrant issued	500
Issuance Of Warrants Date Five [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 02, 2015
Warrant issued	500
Issuance Of Warrants Date Six [Member] | Warrant [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 02, 2015
Warrant issued	1,250
Employee Stock Option [Member]
Stock Options And Warrants [Line Items]
Outstanding Stock Options		50,000
Outstanding Warrants	165,250
Employee Stock Option [Member] | Issuance Of Warrants Date One [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jan. 01, 2015
Warrant issued	12,500
Employee Stock Option [Member] | Issuance Of Warrants Date Two [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jan. 01, 2015
Warrant issued	12,500
Employee Stock Option [Member] | Issuance Of Warrants Date [Member]
Stock Options And Warrants [Line Items]
Date Issued	May 20, 2015
Warrant issued	12,500
Employee Stock Option [Member] | Issuance Of Warrants Date Seven [Member]
Stock Options And Warrants [Line Items]
Date Issued	Jun. 22, 2015
Warrant issued	12,500
Employee Stock Option [Member] | Issuance Of Warrants Date Eight [Member]
Stock Options And Warrants [Line Items]
Date Issued	Sep. 18, 2015
Warrant issued	12,500
Employee Stock Option [Member] | Issuance Of Warrants Date Nine [Member]
Stock Options And Warrants [Line Items]
Date Issued	Feb. 01, 2016
Warrant issued	85,000
Employee Stock Option [Member] | Issuance Of Warrants Date Ten [Member]
Stock Options And Warrants [Line Items]
Date Issued	May 23, 2016
Warrant issued	25,000
Employee Stock Option [Member] | Issuance Of Warrants Date Eleven [Member]
Stock Options And Warrants [Line Items]
Date Issued	Sep. 01, 2016
Warrant issued	25,000

XML

Stock Options and Warrants (Details Narrative) - USD ($)

9 Months Ended

Jan. 12, 2015

Sep. 30, 2016

Mar. 18, 2016

Sep. 30, 2015

Stock Options And Warrants [Line Items]

Unrecognized compensation cost

$ 180,050

Shares reserved under the plan increase from 250,000

2,500,000

President [Member]

Stock Options And Warrants [Line Items]

Employee stock options granted

50,000

Termination of the agreement

24 months

Fair value of options

$ 113,465

Fair value assumptions description

(i) $.001 (adjusted for one for two hundred reverse split,) share price, respectively, exercise price, (iii) term of 3 years (iv) 268% expected volatility, respectively, and (v) 0.81%, risk free interest rate, respectively) will be expensed over the two year vesting period of the options.

Employee Stock Option [Member] | President [Member]

Stock Options And Warrants [Line Items]

Employee stock options granted

85,000

Exercise Price

0.10%

Expiration Term

2 years

Employee Stock Option [Member] | Director [Member]

Stock Options And Warrants [Line Items]

Employee stock options granted

62,500

Compensation expense attributable to stock

$ 12,500

Unrecognized compensation cost

1,347,350

Employee Stock Option [Member] | Stock Option [Member]

Stock Options And Warrants [Line Items]

Unrecognized compensation cost

$ 192,906

XML

Equity (Details) - USD ($) $ / shares in Units, $ in Thousands			1 Months Ended					9 Months Ended
	Sep. 27, 2015	Jan. 06, 2015	Jun. 29, 2016	Jun. 27, 2016	Jun. 26, 2016	May 31, 2015	Aug. 22, 2012	Sep. 30, 2016	Sep. 30, 2015	Jun. 30, 2016	Mar. 21, 2016	Feb. 01, 2016	Dec. 31, 2015	Sep. 28, 2015	Aug. 07, 2015	Dec. 31, 2014
Equity (Textual)
Common stock, par value								$ 0.001	$ 0.001	$ 0.001			$ 0.001			$ 0.001
Common stock, shares authorized								500,000,000	500,000,000	500,000,000			500,000,000			500,000,000
Preferred stock, shares authorized								50,000,000	55,000,000	50,000,000		100	50,000,000			55,000,000
Share of common stock		4,500
Preferred stock, shares issued								1,900	0	1,900			2,000			0
Stockholders' Equity, Reverse Stock Split	The Company authorized a one for two hundred reverse split of the Company's common stock issued and outstanding.
Common stock, shares outstanding									1,316,603	17,437,228			1,467,495			577,457
Converted shares of common stock												10,000,000
Compensation Expense												$ 22,700,000
Common Stock [Member]
Equity (Textual)
Stock split							5-for-1
Common stock, par value							$ 0.001								$ 0.001
Common stock, shares authorized							250,000,000								550,000,000
Series A Preferred Stock [Member]
Equity (Textual)
Purchase price per share								$ 0.01
Share of common stock									22,000
Series A Preferred Stock [Member] | IPO [Member]
Equity (Textual)
Purchase price per share						$ 2.50
Share of common stock						240,000
Series A Preferred Stock One [Member]
Equity (Textual)
Share of common stock								22,000
Common stock units								22,000
Warrant issued								550,000
Stock option in cash								$ 55,000
Series B Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares authorized								2,000
Preferred stock, par value								$ 0.001
Preferred stock, shares issued								2,000
Preferred Stock [Member]
Equity (Textual)
Preferred stock, shares authorized							50,000,000								550,000,000
Common Stock One [Member]
Equity (Textual)
Common stock, shares authorized											2,384,500
Common Stock Two [Member]
Equity (Textual)
Common stock units			25,000	275,000	25,000
Warrant issued			12,500	137,500	12,500
Stock option in cash			$ 2,500	$ 27,500	$ 2,500
Common Stock Three [Member]
Equity (Textual)
Common stock, par value				$ 0.50
Purchase price per share				$ 0.10
Common Stock Four [Member]
Equity (Textual)
Common stock, par value			$ 0.50
Purchase price per share			$ 0.10
Minimum [Member] | Common Stock [Member]
Equity (Textual)
Common stock, shares outstanding														1,316,603
Maximum [Member] | Common Stock [Member]
Equity (Textual)
Common stock, shares outstanding														263,320,562

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Agreemenst (Details) $ in Thousands						1 Months Ended
	Sep. 06, 2016 USD ($) shares	Aug. 05, 2016 USD ($) shares	Aug. 04, 2016 USD ($) shares	Aug. 03, 2016 USD ($) shares	Jan. 06, 2015 shares	Aug. 23, 2016 USD ($) shares
Consulting Agreement (Textual)
Share of common stock | shares					4,500
Subscription Agreement
Consulting Agreement (Textual)
Stock issued during period for services | shares				50,000
Purchase Price				$ 2,500
Common Stock Price Per Share				.05
SubscriptionAgreement2 [Member]
Consulting Agreement (Textual)
Stock issued during period for services | shares			100,000
Purchase Price			$ 5,000
Common Stock Price Per Share			.05
Legal [Member]
Consulting Agreement (Textual)
Stock issued during period for services | shares		25,000
Value of Shares Issued		$ 4,725
Term of services		1 year
Subscription Agreement 3 [Member]
Consulting Agreement (Textual)
Stock issued during period for services | shares						200,000
Purchase Price						$ 10,000
Common Stock Price Per Share						.05
Contract Engineering [Member]
Consulting Agreement (Textual)
Stock issued during period for services | shares	50,000
Value of Shares Issued	$ 1,000
Term of agreement	12 months
Compensation for the services	$ 2,500
Cash compensation to consultant	$ 2,500

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Fair Value Measurements and Derivative Liability (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]
Derivative liability	$ 8,391,814	$ 1,428,075
Total	$ 8,391,814
Fair Value, Inputs, Level 3 [Member]
Defined Benefit Plan Disclosure [Line Items]
Derivative liability		1,428,075
Total		$ 1,428,075

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Fair Value Measurements and Derivative Liability (Details 1) - USD ($)						1 Months Ended
	May 06, 2016	Mar. 15, 2016	Jan. 12, 2016	Nov. 11, 2015	Oct. 07, 2015	Aug. 26, 2016	Aug. 24, 2016	May 24, 2016	May 23, 2016	Mar. 29, 2016	Mar. 28, 2016	Mar. 16, 2016	Feb. 29, 2016	Jan. 22, 2016	Jan. 20, 2016	Dec. 16, 2015	Sep. 30, 2016	Jun. 30, 2016	May 31, 2016	Dec. 31, 2015
Interest Rate	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	9.99%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%	8.00%
Face Value	$ 76,750	$ 40,000	$ 40,000	$ 14,095	$ 60,000	$ 41,250	$ 40,000	$ 35,000	$ 25,000	$ 52,500	$ 108,000	$ 19,348	$ 31,500	$ 77,750	$ 31,500	$ 110,000
Unamortized Debt Discount		25,545	19,377	5,199	13,661			31,356	22,534	39,124	72,262	1,088	20,055	32,633	16,803	34,600	$ 0	$ 0		$ 48,810
Net Carrying Amount	$ 76,750	$ 14,455	$ 20,623	$ 8,896	$ 46,339			$ 3,644	$ 2,466	$ 13,376	$ 35,738	$ 18,260	$ 11,445	$ 45,117	$ 14,697	$ 78,400
Convertible Debt Issued 2 [Member]
Interest Rate															8.00%
Maturity Date															Jan. 20, 2017
Face Value															$ 30,000
Proceeds															$ 41,250
Convertible Debt Issued [Member]
Maturity Date	Dec. 30, 2016	Mar. 15, 2017	Jan. 12, 2017	Nov. 11, 2016	Oct. 07, 2016	May 26, 2017	Aug. 24, 2017	May 24, 2017	May 26, 2017	Mar. 28, 2017	Dec. 30, 2016	Jul. 16, 2016	Feb. 28, 2017	Oct. 22, 2016	Jan. 20, 2017	Sep. 16, 2016
OID			$ 4,000		$ 10,000							$ 4,000	$ 1,500		$ 1,500
Proceeds	$ 76,750	$ 36,000	$ 36,000	$ 14,096	$ 50,000	$ 41,250	$ 40,000	$ 35,000	$ 25,000	$ 52,500	$ 108,000	$ 19,348	$ 30,000	$ 77,750	$ 30,000	$ 110,000
Unamortized Debt Discount																	$ 37,158		$ 0

XML

Fair Value Measurements and Derivative Liability (Details Narrative) - USD ($)

1 Months Ended

9 Months Ended

12 Months Ended

Aug. 15, 2016

Jul. 15, 2016

Mar. 15, 2016

Jan. 12, 2016

Nov. 11, 2015

Oct. 07, 2015

Oct. 06, 2015

Sep. 26, 2016

Sep. 06, 2016

Aug. 31, 2016

Aug. 26, 2016

Aug. 24, 2016

Aug. 05, 2016

Aug. 03, 2016

Jul. 29, 2016

May 23, 2016

May 06, 2016

Mar. 31, 2016

Mar. 29, 2016

Feb. 29, 2016

Feb. 28, 2016

Jan. 22, 2016

Jan. 20, 2016

Nov. 16, 2015

Sep. 30, 2016

Sep. 30, 2015

Dec. 31, 2015

Dec. 31, 2015

Jun. 30, 2016

May 31, 2016

May 24, 2016

Mar. 28, 2016

Mar. 16, 2016

Dec. 16, 2015

Fair Value Measurements and Derivative Liability (Textual)

Expected volatility rate

637.00%

Risk free interest rate

0.26%

Amortization of debt discount

$ 644,687

$ 278,080

$ 19,225

$ 386,223

Unamortized debt discount

$ 25,545

$ 19,377

$ 5,199

$ 13,661

$ 22,534

$ 39,124

$ 20,055

$ 32,633

$ 16,803

0

48,810

48,810

$ 0

$ 31,356

$ 72,262

$ 1,088

$ 34,600

Convertible Debt Issued [Member]

Fair Value Measurements and Derivative Liability (Textual)

Unamortized debt discount

37,158

$ 0

Convertible Debt Issued One [Member]

Fair Value Measurements and Derivative Liability (Textual)

Unamortized debt discount

$ 72,829

DebtPurchase Agreement 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Amount of Note Purchased

$ 55,250

Accrued Interest of Note

$ 2,119

Date of Note Purchased

Oct. 06, 2015

DebtPurchase Agreement 2 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Amount of Note Purchased

$ 50,000

Accrued Interest of Note

$ 1,940

Date of Note Purchased

Nov. 15, 2015

Auctus Fund Llc [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 55,250

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance. On March 31, 2016 the note was bought by EMA Financial LLC for $55,250 plus accrued interest of $2119.18.

Maturity date

Jul. 06, 2016

Kodiak Capital Group [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

50,000

Convertible promissory notes

60,000

[custom:OID]

$ 10,000

Interest rate

8.00%

Debt instrument, description

.  The conversion price for each share is equal to 65% multiplied by the average of the three lowest trading prices of the Common Stock on the OTC Market for the 10 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Oct. 07, 2016

EMA 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

50,000

Convertible promissory notes

$ 50,000

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.  The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Nov. 11, 2016

Auctus Fund Llc 2[Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 110,000

Interest rate

8.00%

Debt instrument, description

The note is convertible by Auctus into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days. 

Maturity date

Dec. 16, 2016

Crown Bridge1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

36,000

Convertible promissory notes

$ 40,000

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Jan. 12, 2017

Yoshar Trading 1l [Member]

Fair Value Measurements and Derivative Liability (Textual)

Convertible promissory notes

$ 31,100

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Jan. 20, 2017

Auctus Fund Llc 3 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 77,750

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

Maturity date

Oct. 22, 2016

APG Capital 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 63,000

Convertible promissory notes

$ 63,000

Interest rate

8.00%

Debt instrument, description

Company in exchange for the issuance of 2 convertible promissory notes, each $31,500.  The first $31,500 note is a front end note and was purchased by APG Capital Holdings, LLC on February 28, 2016.  The second $31,500 note is a back end note and will be funded no later than October 29, 2016.  The Company has the option to cancel the back end note and any obligation thereof by giving 30 days written notice of cancellation no later than the 5^th month anniversary of the issuance of the front end note.  The notes bear interest at the rate of 8%.  All outstanding interest and principle on the front end note is due and payable February 28, 2017.  The note is convertible by APG Capital Holdings, LLC into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% multiplied by average of the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.  The Company has the option to prepay this note up to 180 days after issuance

Maturity date

Feb. 28, 2017

Auctus Fund Llc 4 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 77,750

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.

Maturity date

Nov. 29, 2016

Crown Bridge2 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

36,000

Convertible promissory notes

$ 40,000

Interest rate

8.00%

Debt instrument, description

Unpaid balance bears an interest at the rate of 22%.   The note is convertible by Crown Bridge Partners into shares of the Company’s common stock at any time on or after the Issuance Date.  The conversion price for each share is equal to 65% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Mar. 15, 2017

Auctus Fund Llc 5 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 108,000

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 70% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days

Maturity date

Dec. 29, 2016

EMA 2 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 50,000

Convertible promissory notes

$ 50,000

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.  The Company has the option to repay this note up to 180 days after issuance

Maturity date

Mar. 28, 2017

Auctus Fund Llc 6 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 76,250

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

Feb. 06, 2017

Black Mountain 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 100,000

Interest rate

8.00%

Debt instrument, description

The note is convertible by Adar Bays into shares of the Company’s common stock at any time after 180 days from note issuance (November 20, 2016).  The conversion price for each share is equal to 65% multiplied by the lowest trading price of the Common Stock on the OTC Market for the 20 prior trading days.  The Company has the option to prepay this note plus accrued interest at 115% of face within 60 days from note issuance, at 125% of face within 61 to 120 days from note issuance, and at 135% of face within 121 to 180 days from note issuance, after which time the note may not be prepaid.

Maturity date

May 24, 2017

EMA 3 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 50% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 3 months after issuance.

Maturity date

Aug. 24, 2017

Auctus Fund Llc 7 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 41,250

Interest rate

8.00%

Debt instrument, description

The conversion price for each share is equal to 70% of the lowest trading prices of the Common Stock on the OTC Market for the 20 prior trading days. The Company has the option to repay this note up to 180 days after issuance.

Maturity date

May 26, 2017

Coventry Enterprises, Llc [Member]

Fair Value Measurements and Derivative Liability (Textual)

Unamortized debt discount

$ 24,038

$ 24,038

YosharTrading 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 30,000

Adar Bay 1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 35,000

EMA 3 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Investment

$ 40,000

Conversion1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 7,150

Shares Issued Upon Conversion

55,000

Date of Conversion

Mar. 31, 2016

Conversion1 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 8,060

Shares Issued Upon Conversion

62,000

Date of Conversion

Jan. 12, 2016

Conversion3 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 9,204

Conversion4 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 20,000

Conversion5 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 7,508

Shares Issued Upon Conversion

77,000

Date of Conversion

Jan. 12, 2016

Conversion6 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 3,000

Shares Issued Upon Conversion

43,956

Date of Conversion

Jan. 20, 2016

Conversion7 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 6,825

Shares Issued Upon Conversion

100,000

Date of Conversion

Mar. 31, 2016

Conversion8 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 7,956

Shares Issued Upon Conversion

390,000

Date of Conversion

Jan. 12, 2016

Conversion9 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 3,000

Shares Issued Upon Conversion

153,846

Date of Conversion

Jan. 20, 2016

Conversion 10 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 4,000

Shares Issued Upon Conversion

361,991

Date of Conversion

Jan. 20, 2016

Conversion 11 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 4,000

Shares Issued Upon Conversion

376,906

Date of Conversion

Feb. 29, 2016

Conversion 12 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 7,007

Shares Issued Upon Conversion

687,000

Date of Conversion

Jan. 12, 2016

Conversion 13 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 4,420

Shares Issued Upon Conversion

400,000

Date of Conversion

Oct. 06, 2015

Conversion 14 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 92,105

Date of Conversion

May 06, 2015

Conversion 16 [Member]

Fair Value Measurements and Derivative Liability (Textual)

Converted amount

$ 2,473

Shares Issued Upon Conversion

687,000

Date of Conversion

Jan. 12, 2016

XML

Development and Marketing Agreement (Details)	1 Months Ended
	Jul. 30, 2015
Development And Marketing Agreement (Textual)
Net sales	10.00%

XML

Intangible Asset (Details) - USD ($)	9 Months Ended
	Sep. 30, 2016	Feb. 02, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Patent (subject to amortization)	$ 100,000
Accumulated Amortization	(6,667)
Intangible Asset	$ 93,333
Value of Patent		$ 100,000
Stock Value Issued for Patent		$ 100,000
Estimated Life of Patent	20 years

XML

Assets acquired from the MY Touch ID LLC purchase (Details Narrative)	Jul. 08, 2016 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Percentage of My Touch LLC Purchased	10000.00%
Assets Purchased	$ 125,000

XML

Subsequent Events (Details) - Subsequent Event [Member] - USD ($)	1 Months Ended		2 Months Ended
	Oct. 04, 2016	Oct. 01, 2016	Oct. 24, 2016
Subsequent Event [Line Items]
Date of Agreement	Oct. 04, 2016	Oct. 01, 2016	Oct. 24, 2016
Common stock issued under conversion		300,000
Previous Cash Compensation			$ 100,000
Cash compensation			$ 125,000
Series B Authorized Before Increase	2,000
Series B Authorized After Increase	2,550
Frank Okcetin Series B Shares	20
Glenn McGinnis Series B Shares	20
J. Richard Iler Series B Shares	10
Lorraine Yarde Series B Shares	147