Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 16, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Innovative Food Holdings Inc | ' |
Document Type | '10-Q | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 20,673,326 |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000312257 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current assets | ' | ' |
Cash and cash equivalents | $4,079,213 | $2,073,605 |
Accounts receivable net | 1,165,410 | 771,205 |
Inventory | 1,231,299 | 839,979 |
Other current assets | 351,024 | 11,316 |
Due from related parties | 462,626 | 0 |
Total current assets | 7,289,572 | 3,696,105 |
Property and equipment, net | 1,933,251 | 954,068 |
Investments | 104,000 | 0 |
Intangible assets, net | 23,688,611 | 887,442 |
Total assets | 33,015,434 | 5,537,615 |
Current liabilities | ' | ' |
Accounts payable and accrued liabilities | 4,496,724 | 1,285,149 |
Deferred revenue | 3,961,634 | 0 |
Accrued liabilities - related parties | 178,150 | 523,110 |
Accrued interest | 617,038 | 671,481 |
Accrued interest - related parties | 53,621 | 48,708 |
Revolving credit facilities | 897,222 | 0 |
Notes payable, current portion, net of discount | 209,339 | 1,150,253 |
Notes payable - related parties, current portion | 110,500 | 110,500 |
Contingent liabilities | 448,750 | 80,881 |
Total current liabilities | 10,972,978 | 3,870,082 |
Note payable - long term portion, net of discount | 1,883,324 | 727,328 |
Notes payable - related parties, long term portion | 2,199,970 | 0 |
Total liabilities | 15,056,272 | 4,597,410 |
Equity | ' | ' |
Common stock, $0.0001 par value; 500,000,000 shares authorized; 21,023,989 and 7,732,456 shares issued and 20,323,326 and 7,117,743 shares outstanding at September 30, 2014 and December 31, 2013, respectively | 2,102 | 774 |
Additional paid-in capital | 24,528,736 | 7,702,893 |
Common stock subscribed | 250,000 | 0 |
Treasury stock, 486,254 and 400,304 shares outstanding at September 30, 2014 and December 31, 2013, respectively | -160,099 | -100,099 |
Accumulated deficit | -6,701,140 | -6,663,363 |
Total Innovative Food Holdings, Inc.’s stockholders’ equity | 17,919,599 | 940,205 |
Noncontrolling interest in variable interest entity | 39,563 | 0 |
Total equity | 17,959,162 | 940,205 |
Total liabilities and equity | $33,015,434 | $5,537,615 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets (Parentheticals) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common stock, par value (in Dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 20,323,326 | 7,117,743 |
Common stock, shares issued | 21,023,989 | 7,732,456 |
Treasury stock, shares | 486,254 | 400,304 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (UNAUDITED) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Revenue | $8,757,934 | $5,840,283 | $20,760,427 | $16,400,258 |
Cost of goods sold | 6,577,167 | 4,161,765 | 14,771,298 | 11,660,860 |
Gross margin | 2,180,767 | 1,678,518 | 5,989,129 | 4,739,398 |
Selling, general and administrative expenses | 2,673,836 | 1,282,722 | 5,345,053 | 3,691,679 |
Total operating expenses | 2,673,836 | 1,282,722 | 5,345,053 | 3,691,679 |
Operating income | -493,069 | 395,796 | 644,076 | 1,047,719 |
Other (income) expense: | ' | ' | ' | ' |
Other (income) | -25,495 | 0 | -45,495 | 0 |
Interest expense | 146,487 | 733,554 | 687,785 | 1,448,111 |
Total other (income) expense | 120,992 | 733,554 | 642,290 | 1,448,111 |
Net (loss) income before taxes | -614,061 | -337,758 | 1,786 | -400,392 |
Income tax expense | 0 | 0 | 0 | 0 |
Net (loss) income | -614,061 | -337,758 | 1,786 | -400,392 |
Less net income attributable to noncontrolling interest in variable interest entities | 39,563 | 0 | 39,563 | 0 |
Net (loss) attributable to Innovative Food Holdings, Inc. | ($653,624) | ($337,758) | ($37,777) | ($400,392) |
Net (loss) per share - basic (in Dollars per share) | ($0.08) | ($0.05) | ($0.01) | ($0.06) |
Net (loss) per share - diluted (in Dollars per share) | ($0.08) | ($0.05) | ($0.01) | ($0.06) |
Weighted average shares outstanding - basic (in Shares) | 9,374,203 | 6,479,385 | 8,249,469 | 6,405,756 |
Weighted average shares outstanding - diluted (in Shares) | 9,374,203 | 6,479,385 | 8,249,469 | 6,405,756 |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Cash Flows (UNAUDITED) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' |
Net income (loss) | $1,786 | ($400,392) |
Gain on disposition of property and equipment | -24,495 | 0 |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ' | ' |
Increase in allowance for doubtful accounts | 25,316 | 93,112 |
Depreciation and amortization | 503,650 | 196,058 |
Non-cash compensation | 160,855 | 35,662 |
Amortization of discount on notes payable | 608,541 | 1,337,934 |
Changes in assets and liabilities: | ' | ' |
Accounts receivable, net | -417,181 | 120,463 |
Deferred revenue | 139,446 | 0 |
Inventory and other current assets, net | -108,779 | -285,623 |
Accounts payable and accrued expenses - related party | -269,212 | -260,987 |
Accounts payable and accrued expenses | 545,406 | -8,913 |
Contingent liability | -107,131 | 0 |
Net cash provided by operating activities | 1,058,202 | 827,314 |
Cash flows from investing activities: | ' | ' |
Investments in companies | -104,000 | 0 |
Acquisition of Organic Food Brokers | -100,000 | 0 |
Cash received in acquisition of The Fresh Diet | 277,885 | 0 |
Cash received from sale of property and equipment | 51,933 | 0 |
Acquisition of property and equipment | -3,519 | -338,140 |
Net cash provided by (used in) investing activities | 122,299 | -338,140 |
Cash flows from financing activities: | ' | ' |
Purchase of treasury stock | -60,000 | -100,000 |
Common stock sold for cash | 1,835,000 | 0 |
Net principal payments on notes and capital leases | -949,893 | -361,411 |
Net cash provided by (used in) financing activities | 825,107 | -461,411 |
Increase in cash and cash equivalents | 2,005,608 | 27,763 |
Cash and cash equivalents at beginning of period | 2,073,605 | 1,347,029 |
Cash and cash equivalents at end of period | 4,079,213 | 1,374,792 |
Cash paid during the period for: | ' | ' |
Interest | 44,367 | 43,154 |
Taxes | 0 | 0 |
Issuance of 279,310 shares of common stock previously subscribed | 0 | 68,336 |
Issuance of shares of common stock for conversion of notes payable and accrued interest | 211,482 | 85,448 |
Discount on notes payable due to extension of term | 732,565 | 0 |
Acquisition note and options issued for the purchase of Organic Food Brokers | 271,349 | 0 |
Mortgage and purchase of land and building | 0 | 546,000 |
Issuance of 10,000,000 shares of common stock for acquisition of The Fresh Diet | $14,000,000 | $0 |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Cash Flows (UNAUDITED) (Parentheticals) | 9 Months Ended |
Sep. 30, 2014 | |
Issuance of shares of common stock previously subscribed | 175,000 |
Issuance of shares of common stock for the conversion of notes payable and accrued interest | 846,266 |
Issuance of shares of common stock for acquisition | 10,000,000 |
1_BASIS_OF_PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2014 | |
Disclosure Text Block [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. BASIS OF PRESENTATION | |
Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating, Artisan Specialty Foods, Inc. (“Artisan”), Food Innovations, Inc. (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Foodservice Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., Gourmeting Inc., The Fresh Diet, Inc., (“The Fresh Diet”), The Haley Group, Inc., (“Haley”), and 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.) (“Gourmet” and collectively with IVFH and the other subsidiaries, the “Company, or “IVFH”), have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All material intercompany transactions have been eliminated upon consolidation of these entities. | |
Consolidation of Variable Interest Entity | |
The Company consolidates the financial statements of a variable interest entity (“VIE”) in which it is the primary beneficiary. In determining whether the Company is the primary beneficiary of a variable interest entity, consideration is given to a number of factors, including the ability to direct the activities that most significantly affect the entity’s economic success as well as the Company’s exposure to absorb the losses and obligations of such entities. Late Night Express Courier Service, Inc., an independent company providing delivery services to The Fresh Diet customers, was determined to be a VIE that was required to be consolidated under Accounting Standards Codification (“ASC”) 810, Consolidation, as set forth by the Financial Accounting Standards Board (“FASB”) and accordingly, was included in the accompanying unaudited condensed consolidated financial statements as of and for the period ended September 30, 2014. All material inter-company transactions and balances of the Company’s wholly owned subsidiaries and VIE have been eliminated in consolidation. | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2013. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three and nine months ended September 30, 2014 are not necessarily indicative of the results of operations to be expected for the full year. The results of The Fresh Diet have been included since its acquisition on August 15, 2014. | |
2_NATURE_OF_ACTIVITIES_AND_SIG
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||||
Business Activity | |||||||||||||
FII, Artisan, GFG are in the business of providing premium foodservice establishments, including white tablecloth restaurants, with the freshest origin-specific perishables and specialty food products direct from its warehouses and from a network of vendors, to the end users (restaurants, hotels, country clubs, national chain accounts, casinos, and catering houses) across the United States within 24 - 72 hours. For The Gourmet Inc., through its website www.forthegourmet.com, and through additional sales channels, provides the highest quality gourmet food products to the direct to consumer market. FNM currently holds the Company’s intellectual property rights including all rights related to its Artistre® private label brand. Haley is a food manufacturer representative that manages food manufacturing foodservice relationships at a food distributor’s corporate level. OFB works closely with emerging food brands to develop and execute sales, marketing and distribution plans via its nationwide network of retail-related food broker relationships while providing emerging food brands distribution and shelf placement access in all of the major metro markets in the food retail industry. | |||||||||||||
The Fresh Diet is in the business of providing freshly prepared gourmet specialty meals, using the finest specialty, artisanal, direct from source ingredients, delivered daily, directly to consumers using The Fresh Diet® platform. The Fresh Diet’s platform includes a company managed and owned preparation and logistics infrastructure, including a comprehensive company owned network of same day and next day last mile food delivery capabilities. | |||||||||||||
We have historically sold the majority of our products (72% and 76% of total sales in the years ended December 31, 2013 and 2012, respectively) through a distributor relationship between FII and Next Day Gourmet, L.P., a subsidiary of U.S. Foods (“USF”), a $20 billion broad line distributor. On May 18, 2012, the Company executed a Stock Purchase Agreement (the “Artisan Acquisition Agreement”) to acquire all of the issued and outstanding shares of Artisan Specialty Foods, Inc., an Illinois corporation (“ASF”). ASF was previously a supplier to the Company. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. On November 2, 2012, the Company, through its wholly-owned subsidiary Haley, entered into an asset purchase agreement (the “Haley Acquisition”) with The Haley Group, LLC whereby the Company acquired all existing contracts between The Haley Group, LLC and its customers. Pursuant to a purchase agreement (the “Organic Food Brokers Purchase Agreement”), effective June 30, 2014, the Company purchased 100% of the membership interest of Organic Food Brokers, LLC, a Colorado limited liability company (“OFB”). Also, pursuant to a purchase agreement (the “The Fresh Diet Purchase Agreement”), effective August 15, 2014, the Company purchased 100% of the common stock of The Fresh Diet, Inc. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include, for example, certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, contingent liabilities and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. | |||||||||||||
Reclassifications and Corrections | |||||||||||||
Certain reclassifications have been made to conform prior period data to the current presentation. In addition, the Company identified an error and revised its financial statements for the three and six months ended September 30, 2013 related to the elimination of certain intercompany revenues. Management concluded that the errors had no material impact on any of the Company’s previously issued financial statements, are immaterial to the Company’s results for the second quarter of 2013 and full year 2013 results, and had no material effect on the trend of the Company’s financial results. As a result of the immaterial errors discussed above, the unaudited condensed consolidated financial statements reflect the following adjustments: a reduction in cost of goods sold and an offsetting reduction in revenue of $164,808 and $731,013 for the three and nine months ended September 30, 2013, respectively. The effect of the reclassifications and immaterial errors had no effect on reported net income. | |||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue upon product delivery. All of our products are shipped either same day, overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. | |||||||||||||
For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |||||||||||||
Revenue from the sale of meals is recognized when the earnings process is complete, which is upon the delivery of the product to the Company’s customers. Meal programs are sold weekly, bi-weekly and monthly. Meal programs are non-returnable and non-refundable if not cancelled within 3 days of initial delivery. Refunds of cancelled meal plans are recorded at the time of cancellation. | |||||||||||||
Cost of Goods Sold | |||||||||||||
Costs recorded in Cost of Goods Sold in the condensed consolidated statement of operations include the costs of raw materials, packaging, product conversion, and delivery. | |||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenue consists of cash received for meals that have not yet been delivered to the customer. | |||||||||||||
Advertising Costs | |||||||||||||
The Company’s policy is to report advertising costs as expenses in the periods in which the costs are incurred. The total amounts charged to advertising expense were approximately $67,660 and $82,711, respectively, for the three and nine months ended September 30, 2014. | |||||||||||||
Basic and Diluted Earnings Per Share | |||||||||||||
Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. | |||||||||||||
The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. | |||||||||||||
Anti-dilutive shares at September 30, 2014: | |||||||||||||
For the three and nine months ended September 30, 2014, the Company excluded from the calculation of fully-diluted earnings per share because the effect would have been anti-dilutive: warrants to purchase 3,040,124 shares of common stock at exercise prices from $0.01 to $0.575 per share; options to purchase 1,576,389 shares of common stock at exercise prices from $0.35 to $0.57 per share; and conversion options to purchase 5,772,206 shares of common stock at $0.25 per share. The Company also excluded 210,520 shares committed to be issued because the effect would have been anti-dilutive. | |||||||||||||
Anti-dilutive shares at September 30, 2013: | |||||||||||||
For the three months ended September 30, 2013, the Company excluded from the calculation of fully-diluted earnings per share warrants to purchase 6,964,000 shares of common stock at exercise prices of $0.01 to $0.575 per share, and options to purchase 2,480,000 shares of common stock issuable at exercise prices of $0.35 to $1.60 per share. The Company also excluded 10,269,844 shares issuable upon the conversion of a note payable and accrued interest an exercise price of $0.25 per share. | |||||||||||||
For the nine months ended September 30, 2013, the Company excluded from the calculation of fully-diluted earnings per share warrants to purchase 6,964,000 shares of common stock at exercise prices of $0.01 to $0.575 per share, and options to purchase 2,480,000 shares of common stock issuable at exercise prices of $0.35 to $1.60 per share. The Company also excluded 10,269,844 shares issuable upon the conversion of a note payable and accrued interest an exercise price of $0.25 per share. | |||||||||||||
Diluted earnings per share was computed as follows for the three and nine months ended September 30, 2014: | |||||||||||||
Loss (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic loss per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Conversion of notes payable and accrued interest | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Income (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) | ||||||
Significant Recent Accounting Pronouncements | |||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. | |||||||||||||
3_ACQUISITIONS
3. ACQUISITIONS | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Business Combination Disclosure [Text Block] | ' | ||||||||
3. ACQUISITIONS | |||||||||
The Fresh Diet | |||||||||
The Fresh Diet Merger was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values. The total purchase price of the assets acquired and assumed liabilities included; cash, inventory, accounts receivable, fixed assets, deposits and trade names and, accounts payable and notes payable. | |||||||||
The acquisition date estimated fair value of the consideration transferred totaled $14.0 million, which consisted of the following: | |||||||||
Common Stock - 10,000,000 shares | $ | 14,000,000 | |||||||
Total purchase price | $ | 14,000,000 | |||||||
Tangible assets acquired | $ | 2,462,952 | |||||||
Liabilities assumed | 11,076,672 | ||||||||
Net tangible assets | (8,613,720 | ) | |||||||
Customer relationships | 13,505,669 | ||||||||
Tradenames | 104,271 | ||||||||
Goodwill | 9,003,780 | ||||||||
Total purchase price | $ | 14,000,000 | |||||||
The Company has presented its preliminary estimates of the fair values of the assets acquired and liabilities assumed in the Fresh Diet Merger as of September 30, 2014. The Company is in the process of finalizing its review and evaluation of the appraisal and related valuation assumptions supporting its fair value estimates for all of the assets acquired and liabilities assumed in the Fresh Diet Merger and, therefore, the estimates used herein are subject to change. This may result in adjustments to the values presented above for assets and liabilities and a corresponding adjustment to goodwill. As such, the Company has not completed the assignment of goodwill to reporting units or its determination of the amount of goodwill that is expected to be deductible for tax purposes at this time. | |||||||||
Pro forma results | |||||||||
The following tables set forth the unaudited pro forma results of the Company as if the acquisition of FD had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | |||||||||
Three months ended September 30, | |||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 11,779,846 | $ | 12,423,569 | |||||
Net income attributable to Innovative Food Holdings, Inc. | (643,698 | ) | (1,204,273 | ) | |||||
Basic net income (loss) per common share | $ | (0.033 | ) | $ | (0.068 | ) | |||
Diluted net income (loss) per common share | $ | (0.033 | ) | $ | (0.068 | ) | |||
Weighted average shares - basic | 19,362,464 | 17,714,385 | |||||||
Weighted average shares - diluted | 19,362,464 | 17,714,385 | |||||||
Nine months ended September 30, | |||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 34,667,747 | $ | 40,088,938 | |||||
Net income attributable to Innovative Food Holdings, Inc. | (1,325,617 | ) | (3,944,397 | ) | |||||
Basic net income (loss) per common share | $ | (0.070 | ) | $ | (0.223 | ) | |||
Diluted net income (loss) per common share | $ | (0.070 | ) | $ | (0.224 | ) | |||
Weighted average shares - basic | 19,064,323 | 17,714,385 | |||||||
Weighted average shares - diluted | 19,064,323 | 17,640,756 | |||||||
Organic Food Brokers | |||||||||
Pursuant to the Organic Food Brokers Purchase Agreement, effective June 30, 2014, the Company purchased 100% of the membership interest of Organic Food Brokers, LLC, a Colorado limited liability company (“OFB”). OFB works closely with emerging food brands to develop and execute sales, marketing and distribution plans via its nationwide network of retail-related food broker relationships while providing emerging food brands distribution and shelf placement access in all of the major metro markets in the food retail industry. | |||||||||
The purchase price consisted of (i) One Hundred Thousand ($100,000) Dollars in cash, (ii) a Convertible Promissory Note in the face amount of Two Hundred Thousand ($200,000) Dollars, and (iii) stock options issued by the Company to acquire one hundred thousand (100,000) shares of its common stock over the four year period following the closing date at an exercise price per share of $1.46. The Note is secured by the Company’s grant of a second priority secured interest in the assets of OFB. In addition, the company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date. The Company believes it is likely that these payments will be made, and accordingly has recorded the entire amount of $225,000 as a contingent liability on its balance sheet at September 30, 2014. The entire cost of the acquisition was $596,349. The amount of $200,000 was allocated to Trade Name, and intangible assets with an indefinite life; the balance of $396,349 was allocated to customer list, an intangible asset with a useful life of 36 months. $29,817 of this amount was amortized during the three months ended September 30, 2014. | |||||||||
4_ACCOUNTS_RECEIVABLE
4. ACCOUNTS RECEIVABLE | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | ' | ||||||||
4. ACCOUNTS RECEIVABLE | |||||||||
At September 30, 2014 and December 31, 2013, accounts receivable consists of: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts receivable from customers | $ | 1,198,436 | $ | 827,945 | |||||
Allowance for doubtful accounts | (33,026 | ) | (56,740 | ) | |||||
Accounts receivable, net | $ | 1,165,410 | $ | 771,205 | |||||
5_INVENTORY
5. INVENTORY | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Inventory Disclosure [Text Block] | ' | ||||||||
5. INVENTORY | |||||||||
Inventory consists primarily of (a) specialty food products (b) operating materials and supplies, principally food trays and bags that are used to package and deliver meals to customers . At September 30, 2014 and December 31, 2013, inventory consisted of the following: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Specialty food products | $ | 981,905 | $ | 839,979 | |||||
Operating materials and supplies | 249,394 | ||||||||
Total | $ | 1,231,299 | $ | 839,979 | |||||
6_PROPERTY_AND_EQUIPMENT
6. PROPERTY AND EQUIPMENT | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment Disclosure [Text Block] | ' | ||||||||
6. PROPERTY AND EQUIPMENT | |||||||||
The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135 and with respect thereto has entered into each of a Loan Agreement, Mortgage, Security Agreement and Note with Fifth Third Bank, each with an effective date of February 26, 2013. The property consists of approximately 1.1 acres of land and close to 10,000 square feet of combined office and warehouse space and was purchased as part of a bank short sale. The Company moved its operations to these premises on July 15, 2013. The purchase price of the property was $792,758 and was financed in part by a five year mortgage in the amount of $546,000 carrying an annual interest rate of 3% above LIBOR Rate, as such term is defined in the Note. | |||||||||
A summary of property and equipment at September 30, 2014 and December 31, 2013, was as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 177,383 | $ | 177,383 | |||||
Building | 619,955 | 619,955 | |||||||
Computer and Office Equipment | 502,278 | 462,508 | |||||||
Kitchen and Warehouse Equipment | 440,167 | 7,733 | |||||||
Furniture, Fixtures, and Leasehold Improvements | 373,359 | 162,128 | |||||||
Vehicles | 423,971 | 33,239 | |||||||
Total before accumulated depreciation | 2,537,113 | 1,462,946 | |||||||
Less: accumulated depreciation | (603,862 | ) | (508,878 | ) | |||||
Total | $ | 1,933,251 | $ | 954,068 | |||||
Depreciation and amortization expense for property and equipment amounted to $51,622 and $22,402 for the three months ended September 30, 2014 and 2013, respectively. Depreciation and amortization expense for property and equipment amounted to $94,985 and $58,148 for the nine months ended September 30, 2014 and 2013, respectively. | |||||||||
7_INVESTMENTS
7. INVESTMENTS | 9 Months Ended |
Sep. 30, 2014 | |
Investments Schedule [Abstract] | ' |
Investment [Text Block] | ' |
7. INVESTMENTS | |
The Company has made investments in certain early stage food related companies which can benefit from various synergies within the Company’s various operating businesses . As of September 30, 2014, the Company had made investments in two such companies in the aggregate amount of $104,000. | |
8_INTANGIBLE_ASSETS
8. INTANGIBLE ASSETS | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Intangible Assets Disclosure [Text Block] | ' | ||||||||||||
8. INTANGIBLE ASSETS | |||||||||||||
The Company acquired certain intangible assets pursuant to the acquisition of The Fresh Diet, Artisan Specialty Foods, and the acquisition of certain assets of The Haley Group, LLC, and OFB (see note 2). The following is the net book value of these assets: | |||||||||||||
September 30, 2014 | |||||||||||||
Accumulated | |||||||||||||
Gross | Amortization | Net | |||||||||||
Trade Name | $ | 321,271 | $ | - | $ | 321,271 | |||||||
Non-Compete Agreement | 244,000 | (137,250 | ) | 106,750 | |||||||||
Customer Relationships | 14,636,663 | (530,853 | ) | 14,105,810 | |||||||||
Goodwill | 9,154,780 | - | 9,154,780 | ||||||||||
Total | $ | 24,356,714 | $ | (668,103 | ) | $ | 23,688,611 | ||||||
December 31, 2013 | |||||||||||||
Accumulated | |||||||||||||
Gross | Amortization | Net | |||||||||||
Trade Name | $ | 217,000 | $ | - | $ | 217,000 | |||||||
Non-Compete Agreement | 244,000 | (91,500 | ) | 152,500 | |||||||||
Customer Relationships | 534,645 | (167,703 | ) | 366,942 | |||||||||
Goodwill | 151,000 | - | 151,000 | ||||||||||
Total | $ | 1,146,645 | $ | (259,203 | ) | $ | 887,442 | ||||||
Total amortization expense charged to operations for the three months ended September 30, 2014 and 2013 was $309,351 and $45,970, respectively. Total amortization expense charged to operations for the nine months ended September 30, 2014 and 2013 was $401,293 and $91,940, respectively. | |||||||||||||
The trade name is not considered a finite-lived asset, and is not being amortized. The non-compete agreement is being amortized over a period of 48 months. The customer relationships acquired are being amortized over the following periods: in The Fresh Diet, 84 months; in the Artisan transaction, 60 months; in the Haley transaction, 36 months; and in the OFB transaction, 60 months. | |||||||||||||
As detailed in ASC 350, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The analysis completed in 2013 and 2012 determined that there was no impairment to goodwill assets. | |||||||||||||
9_ACCOUNTS_PAYABLE_AND_ACCRUED
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | ' | ||||||||
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | |||||||||
Accounts payable and accrued liabilities at September 30, 2014 and December 31, 2013 are as follows: | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade payables | $ | 3,863,604 | $ | 1,252,746 | |||||
Accrued payroll and commissions | 633,120 | 32,403 | |||||||
Total accounts payable and accrued liabilities - non-related parties | $ | 4,496,724 | $ | 1,285,149 | |||||
At September 30, 2014 and December 31, 2013, accrued liabilities to related parties of $178,150 and $523,110, respectively, consisted of accrued payroll, accrued bonus, and payroll related benefits. | |||||||||
10_ACCRUED_INTEREST
10. ACCRUED INTEREST | 9 Months Ended |
Sep. 30, 2014 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | ' |
Other Liabilities Disclosure [Text Block] | ' |
10. ACCRUED INTEREST | |
Accrued interest on the Company’s convertible notes payable is convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share. At September 30, 2014, convertible accrued interest was $653,019 (including $53,621 to a related party), which was convertible into 2,612,076 shares of common stock; at December 31, 2013, convertible accrued interest was $720,189 (including $48,708 to a related party) which was convertible into 2,880,756 shares of common stock. | |
11_REVOLVING_CREDIT_FACILITIES
11. REVOLVING CREDIT FACILITIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Short-term Debt [Text Block] | ' | ||||||||
11. REVOLVING CREDIT FACILITIES | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Business loan of $500,000 from a credit card merchant, with a loan fee of 0.5% and repayment rate of 100% of the sum of charge volume during the loan period, maturing no later than April 19, 2015, renewable annually unless terminated, and secured by the assets of The Fresh Diet. During the period from the date of The Fresh Diet acquisition (August 15, 2014) through September 30, 2014, net payments of principal in the amount of $260,068 on this loan. | $ | 239,932 | $ | - | |||||
Business loan of $1,000,000 from a credit card merchant, with a loan fee of 20% and repayment rate of 12% of the sum of charge volume until all amounts have been paid, and guaranteed by certain shareholders of the Company. During the period from the date of The Fresh Diet acquisition (August 15, 2014) through September 30, 2014, net payments of principal in the amount of $144,653 were made on this loan. | 657,290 | - | |||||||
Total | $ | 897,222 | $ | - | |||||
12_NOTES_PAYABLE_AND_NOTES_PAY
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Debt Disclosure [Text Block] | ' | ||||||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES | |||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount will be due March 2018. During the three months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $13,650 and $3,949, respectively; during the nine months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $40,950 and $7,922, respectively. | $ | 459,550 | $ | 500,500 | |||||
Term loan from Fifth Third Bank in the original amount of $1,000,000; $660,439 of this amount was used to pay a note payable; $339,561 was used for working capital. This loan is secured by first priority perfected security interest in all personal property of the Company, bears interest at the rate of Libor plus 4.75%, with principal monthly principal payments of $55,556 plus accrued interest. The note is due May 26, 2015. During the three months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $166,667 and $9,228, respectively; During the nine months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $500,000 and $20,370, respectively | 444,444 | 944,444 | |||||||
September 30, 2014 | 31-Dec-13 | ||||||||
A total of 18 convertible notes payable (the “Convertible Notes Payable”). Certain of the Convertible Notes Payable contain cross default provisions, and are secured by subordinated interest in a majority of the Company’s assets. The Convertible Notes Payable bear interest at the rate of 1.9% per annum; principal and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. During the three months ended September 30, 2014 no principal was converted to shares of common stock, and accrued interest in the amount of $10,357 was converted to 41,428 shares of common stock. During the nine months ended September 30, 2014, principal in the amount of $120,583 was converted to 482,332 shares of common stock, and accrued interest in the amount of $90,984 was converted to 363,936 shares of common stock. Also during the three and nine months ended September 30, 2014, principal payments in the amount of $5,000 and $10,000, respectively, was paid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015. A discount to the notes in the aggregate amount of $732,565 was recorded to recognize the value of the beneficial conversion feature embedded in the extension of the term of the notes. During the three and nine months ended September 30, 2014, $115,765 and $236,730, respectively, of this discount was charged to operations; in addition, the amount of $111,776 representing a previous discount to these notes was also charge to operations during the period. | $ | 647,565 | $ | 788,148 | |||||
Secured vehicle leases payable at an effective interest rate of 9.96% for purchase of truck, payable in monthly installments (including principal and interest) of $614 through January 2015. During the three months ended September 30, 2014, the Company made payments in the aggregate amount of $1,842 on this lease, consisting of $1,753 of principal and $89 of interest. During the nine months ended September 30, 2014, the Company made payments in the aggregate amount of $5,526 on this lease, consisting of $5,131 of principal and $395 of interest. | 2,406 | 7,537 | |||||||
Twenty-nine convertible notes payable in the amount of $4,500 each to Sam Klepfish, the Company’s CEO and a related party, dated the first of the month beginning on November 1, 2006, issued pursuant to the Company’s then employment agreement with Mr. Klepfish, which provided that the amount of $4,500 in salary is accrued each month to a note payable. These notes are unsecured and may not be prepaid without Mr. Klepfish’s consent. These notes bear interest at the rate of 8% per annum and have no due date. As of July 1, 2014, the notes bear an interest rate of 1.9% and as of November 17, 2014 the interest rate was reduced to 0%. These notes and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. During the nine months ended September 30, 2014, Mr. Klepfish gifted three notes to an unrelated third parties. During the three and nine months ended September 30, 2014, the Company accrued interest in the amount of $529 and $4,913, respectively, on these notes. | 110,500 | 110,500 | |||||||
Promissory note in the amount of $200,000 bearing interest at the rate of 1% per annum. Principal in the amount of $100,000 is due June 30, 2015; principal in the amount of $100,000 is due June 30, 2016. The note is convertible into shares of the Company’s common stock at the conversion price of $1.54 per share. During the three and nine months ended September 30, 2014, the Company accrued interest in the amount of $500 on this note. | 200,000 | - | |||||||
Four notes payable to shareholders in the aggregate amount of $1,500,000. These notes are unsecured, bear no interest and mature on August 15, 2017. In the event the notes are not paid when due, amounts not paid under the notes shall bear interest at a rate of 21% per annum until paid in full. | 1,500,000 | - | |||||||
Two notes payable to shareholders in the aggregate amount of $699,970. These notes are unsecured, and bear interest at the rate of 4% per annum. These notes are due on August 17, 2017. In the event the notes are not paid when due, amounts not paid under the notes shall bear interest at a rate of 21% per annum until paid in full. During the three and nine months ended September 30, 2014, the interest in the amount of $8,720 accrued on these notes. | 699,970 | - | |||||||
Note payable in monthly installments, including interest at the rate of 2% over prime (5.25% as of September 30, 2014), due October 1, 2019, and secured by all assets of The Fresh Diet, the life insurance policies maintained on two of the shareholders of the Company, and personally guaranteed by these shareholders. During the three and nine months ended September 30, 2014, the principal payments in the aggregate amount of $1,802 were made on this note, and interest expense in the amount of $585 was recorded. | 129,419 | - | |||||||
The Company has a $75,000 line of credit which bears monthly interest at the variable interest rate of 2% over prime rate. The line of credit is secured by all corporate assets and by a condominium owned by one of the shareholders. | 75,000 | - | |||||||
Note payable in monthly installments, including interest at the rate of 1.75% over prime adjusted quarterly (5% as of September 30, 2014), due on December 20, 2017, and secured by all assets of The Fresh Diet and personally guaranteed by the spouse of one of its officers. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $7,766 were made on this note, and interest expense in the amount of $1,476 was recorded. | 339,925 | - | |||||||
September 30, 2014 | 31-Dec-13 | ||||||||
Note payable issued for acquisition of Diet at Your Doorstep's customer lists due on May 1, 2015, and with quarterly payments in the form of 10% of revenue attributed to sales to customers who transition to the Fresh Diet's meal plans. Total payments capped at $40,000. During the three and nine months ended September 30, 2014, no payments were made on this loan. | 18,094 | - | |||||||
Unsecured note payable for purchase of website domain bearing 0% interest rate and due on November 20, 2017, with monthly payments of $1,065. During the three and nine months ended September 30, 2014, principal payments in the amount of $1,065 were made on this loan. | 33,005 | - | |||||||
Capital lease obligations under a master lease agreement for vehicles payable in monthly installments, including interest rate ranging from 2.32% to at 7.5%, due on various dates through December 1, 2015, and collateralized by the vehicles. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $38,720 were made on these capital leases, and interest expense in the amount of $1,685 was recorded. | 222,135 | - | |||||||
Capital lease obligation for equipment payable in monthly installments, including interest at the rate of 20.35%, due on November 9, 2014, and collateralized by the equipment. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $6,036 were made on interest expense in the amount of $817 was recorded. | 12,438 | - | |||||||
Secured vehicle lease payable at an effective interest rate of 8.26% for purchase of truck payable in monthly installments (including principal and interest) of $519 through June 2015. During the three months ended September 30, 2014, the Company made payments in the aggregate amount of $1,558 on this lease, consisting of $1,445 of principal and $113 of interest. During the nine months ended September 30, 2014, the Company made payments in the aggregate amount of $4,674 on this note, consisting of $4,247 of principal and $427 of interest. | 4,517 | 8,764 | |||||||
Total | $ | 4,898,968 | $ | 2,359,893 | |||||
Less: Discount | (495,835 | ) | (371,812 | ) | |||||
Net | $ | 4,403,133 | $ | 1,988,081 | |||||
During the three and nine months ended September 30, 2014, the Company amortized discounts to notes payable in the amounts of $115,765 and $608,541, respectively. During the three and nine months ended September 30, 2013, the Company amortized discounts to notes payable the amounts of $175,271 and $1,337,934, respectively. | |||||||||
The Company calculates the fair value of any beneficial conversion features embedded in its convertible notes via the Black-Scholes valuation method. The Company also calculates the fair value of any detachable warrants offered with its convertible notes via the Black-Scholes valuation method. The instruments are considered discounts to the notes, to the extent the aggregate value of the warrants and conversion features do not exceed the face value of the notes. These discounts are amortized to interest expense over the term of the notes. | |||||||||
During the three months ended September 30, 2014, the Company issued its note payable in the amount of $200,000 pursuant to the acquisition of Organic Food Brokers (see Note 3). Also during the three months ended September 30, 2014, the Company assumed notes payable and capital leases in the aggregate amount of $4,306,774, including $2,199,970 due to related parties, pursuant to the acquisition of The Fresh Diet (see Note 3). | |||||||||
13_RELATED_PARTY_TRANSACTIONS
13. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
13. RELATED PARTY TRANSACTIONS | |
For the nine months ended September 30, 2014: | |
The Company issued 75,000 shares and 100,000 shares of common stock to its Chief Executive Officer and its President, respectively, for compensation previously owed. | |
Effective August 13, 2014, the Company amended the terms of the employment agreements of its CEO and President to, among other things, extend the agreements for one year through 2016, provide for salary increases of 10%, removal of rights to certain bonuses as currently provided for 2014 and 2015 and added a simplified EBITDA driven performance based bonus structure for 2014. The amended terms also provide that the executives may elect to take any part of the cash portion of salary or bonus in cash or stock, but the stock portion may only be taken in stock. | |
14_COMMITMMENT_AND_CONTINGENT_
14. COMMITMMENT AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
14. COMMITMENT AND CONTINGENT LIABILITIES | |
Pursuant to the Artisan acquisition, the Company was obligated to pay up to an additional $300,000, plus interest, in the event certain financial milestones are met by April 30, 2014. This obligation had a fair value of $131,000 at the time of the Artisan acquisition. During the three and six months ended June 30, 2014, the Company made payments in the aggregate amount of $38,536 and $77,581, respectively, against this liability. During the three months ended June 30, 2014, the Company reversed an accrual in the amount of $3,300 related to this liability. At September 30, 2014, there is no further balance due under this obligation. | |
Pursuant to the OFB acquisition, the Company is obligated to pay up to an additional $225,000 in the event certain financial milestones are met over the twelve months following the acquisition date. The Company made payments in the aggregate amount of $26,250 against this liability during the three months ended September 30, 2014, and the amount on the Company’s balance at September 30, 2014 representing this liability is $198,750. | |
Litigation | |
From time to time, the Company may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. | |
On June 1, 2012, nine persons, on behalf of themselves and others similarly situated, filed a Collective and Collective and Class Action Complaint against The Fresh Diet Inc. and certain individuals and on or about October 26, 2012, Plaintiffs filed an Amended Complaint adding additional defendants seeking to recover unpaid wages on behalf of drivers for The Fresh Diet and/or Late Night Express who delivered meals in New York Tristate area. In an Opinion dated September 29, 2014 the Plaintiff's motion for summary Judgment was denied as was our cross motion for Summary Judgment; the Plaintiff's motion to certify a class of 109 drivers as an increase from the 29 in the case was denied; and our motion to decertify the case from 29 down to the 8 named defendants was granted. The Company has recorded a contingent liability of $250,000 representing the estimated potential amounts payable pursuant to this litigation, but believes the actual amount may be much less. | |
On September 3, 2014 the registrant’s subsidiary was served a complaint by Monolith Ventures, Ltd., in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida (the “Complaint”). The plaintiff listed in the Complaint, which was brought by a shareholder of less than 24% of the outstanding shares of The Fresh Diet, Inc., seeks to attack the registrant’s recently concluded acquisition of The Fresh Diet, Inc., which was approved by a majority of the Fresh Diet shareholders. In the Complaint, the plaintiff asks the court to set aside the transaction. The registrant believes the Complaint is without merit, contains numerous factual errors, and the registrant is confident that it will prevail. | |
15_EQUITY
15. EQUITY | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||
Stockholders' Equity Note Disclosure [Text Block] | ' | ||||||||||||||||||||||
15. EQUITY | |||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||
At September 30, 2014 and December 31, 2013, 214,409 shares are deemed issued but not outstanding by the Company. | |||||||||||||||||||||||
Nine months ended September 30, 2014: | |||||||||||||||||||||||
The Company completed an equity financing whereby 1,585,000 shares of common stock were sold at a price of $1.00 per share for a total of $1,585,000. The financing was an exempt private placement under Regulation D with offers and sales made only to “accredited investors” without the use of public advertising. At September 30, 2014, 1,235,000 of these shares have been issued, and an additional 250,000 have been subscribed for $250,000 cash, which is carried on the Company’s balance sheet as Common Stock Subscribed. An additional 100,000 shares were sold for $100,000 cash subsequent to September 30, 2014. | |||||||||||||||||||||||
The Company issued 16,202 shares of common stock for the cashless exercise of warrants. | |||||||||||||||||||||||
The Company issued 17,248 shares of common stock with a fair value of $17,593 to a service provider. | |||||||||||||||||||||||
The Company issued 1,001,819 shares of common stock for the exercise of warrants for an aggregate exercise price of $350,000. | |||||||||||||||||||||||
The Company issued 846,266 shares of common stock upon conversion of $120,583 of principal and $90,984 of accrued interest on notes payable. | |||||||||||||||||||||||
The Company issued 175,000 shares of common stock to officers for shares owed and previously accrued at $65,835 | |||||||||||||||||||||||
Pursuant to the acquisition of The Fresh Diet, the Company issued 6,889,937 shares of common stock with a fair value of $1.40 for a total cost of $9,645,912. The Company also recorded the issuance of an additional 3,110,063 shares of common stock with a fair value of $1.40 per share to shareholders of The Fresh Diet who have not yet submitted their shares of The Fresh Diet to the Company (see Note 3). | |||||||||||||||||||||||
The Company purchased 85,950 shares of the Company’s outstanding common stock. The purchase price was $60,000 and the Company recorded the transaction at cost to Treasury Stock. In addition, the Company has an additional 400,304 shares of common stock which are held in treasury stock at a cost of $100,099. | |||||||||||||||||||||||
Warrants | |||||||||||||||||||||||
The following table summarizes the significant terms of warrants outstanding at September 30, 2014. These warrants may be settled in cash and, unless the underlying shares are registered, via cashless conversion, into shares of the Company’s common stock at the request of the warrant holder. These warrants were granted as part of a financing agreement: | |||||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||||
average | average | average | |||||||||||||||||||||
Range of | Number of | remaining | exercise | exercise | |||||||||||||||||||
exercise | warrants | contractual | price of | Number of | price of | ||||||||||||||||||
Prices | Outstanding | life (years) | outstanding Warrants | warrants Exercisable | exercisable Warrants | ||||||||||||||||||
$ | 0.01 | 700,000 | 5.63 | $ | 0.01 | 700,000 | $ | 0.01 | |||||||||||||||
$ | 0.25 | 94,783 | 1.34 | $ | 0.25 | 94,783 | $ | 0.25 | |||||||||||||||
$ | 0.55 | 1,175,281 | 2.34 | $ | 0.55 | 1,175,281 | $ | 0.55 | |||||||||||||||
$ | 0.575 | 2,828,405 | 2.34 | $ | 0.575 | 2,828,405 | $ | 0.575 | |||||||||||||||
4,798,469 | 2.8 | $ | 0.48 | 4,798,469 | $ | 0.480 | |||||||||||||||||
Transactions involving warrants are summarized as follows: | |||||||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||||||
Warrants | Exercise Price | ||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 5,819,129 | $ | 0.457 | ||||||||||||||||||||
Granted | - | - | |||||||||||||||||||||
Exercised | (1,020,660 | ) | 0.348 | ||||||||||||||||||||
Cancelled / Expired | - | - | |||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 4,798,469 | $ | 0.48 | ||||||||||||||||||||
During the three months ended September 30, 2014, warrants to purchase a total of 18,841 shares of common stock at a price of $0.25 were exercised in cashless conversion transactions; this resulted in the net issuance of 16,602 shares of common stock. During the nine months ended September 30, 2014, warrants to purchase 670,000 shares of common stock were exercised at price of $0.25 per share for a total of $167,500, and warrants to purchase 331,819 shares of common stock were exercised at a price of $0.55 per share for a total of $182,500. There were no warrants issued during the period. | |||||||||||||||||||||||
Options | |||||||||||||||||||||||
The following table summarizes the changes outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: | |||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||
Weighted | average | average | |||||||||||||||||||||
average | exercise | exercise | |||||||||||||||||||||
Range of | Number of | Remaining | price of | Number of | price of | ||||||||||||||||||
exercise | options | contractual | outstanding | options | exercisable | ||||||||||||||||||
Prices | Outstanding | life (years) | Options | Exercisable | Options | ||||||||||||||||||
$ | 0.35 | 1,240,000 | 1 | $ | 0.35 | 1,240,000 | $ | 0.35 | |||||||||||||||
$ | 0.38 | 132,500 | 0.19 | $ | 0.38 | 132,500 | $ | 0.38 | |||||||||||||||
$ | 0.4 | 275,000 | 2.13 | $ | 0.4 | 25,000 | $ | 0.4 | |||||||||||||||
$ | 0.45 | 132,500 | 0.34 | $ | 0.45 | 132,500 | $ | 0.45 | |||||||||||||||
$ | 0.474 | 132,500 | 0.47 | $ | 0.474 | 132,500 | $ | 0.474 | |||||||||||||||
$ | 0.48 | 132,500 | 0.6 | $ | 0.48 | 132,500 | $ | 0.48 | |||||||||||||||
$ | 0.57 | 225,000 | 3.26 | $ | 0.57 | - | $ | N/A | |||||||||||||||
$ | 1.31 | 75,000 | 3.92 | $ | 1.31 | - | $ | N/A | |||||||||||||||
$ | 1.44 | 15,000 | 3.01 | $ | 1.44 | 15,000 | $ | 1.44 | |||||||||||||||
$ | 1.46 | 100,000 | 3.75 | $ | 1.46 | 100 | $ | 1.46 | |||||||||||||||
$ | 1.6 | 310,000 | 4.23 | $ | 1.6 | 155,000 | $ | 1.6 | |||||||||||||||
$ | 1.900 | 15,000 | 5.87 | $ | 1.900 | 15,000 | $ | 1.900 | |||||||||||||||
2,785,000 | 1.75 | $ | 0.594 | 2,080,000 | $ | 0.519 | |||||||||||||||||
Transactions involving stock options are summarized as follows: | |||||||||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||
Options outstanding at December 31, 2013 | 2,580,000 | $ | 0.544 | ||||||||||||||||||||
Granted | 205,000 | $ | 1.44 | ||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Cancelled / Expired | - | $ | - | ||||||||||||||||||||
Options outstanding at September 30, 2014 | 2,785,000 | $ | 0.594 | ||||||||||||||||||||
Aggregate intrinsic value of options outstanding and exercisable at September 30, 2014 and 2013 was $2,124,120 and $1,247,370, respectively. Aggregate intrinsic value represents the difference between the Company's closing stock price on the last trading day of the fiscal period, which was $1.42 and $1.05 as of September 30, 2014 and 2013, respectively, and the exercise price multiplied by the number of options outstanding. | |||||||||||||||||||||||
During the nine months ended September 30, 2014, the Company issued options to purchase 75,000 shares of common stock at a price of $1.31 per share with the following terms: four-year options to purchase 12,500 shares vest on December 31, 2014; four-year options to purchase 12,500 shares vest on December 31, 2015; and five-year options to purchase 50,000 shares vest on December 31, 2016. The Company also issued 100,000 stock options at a price of $1.46 per share valued at $71,349 in connection with the acquisition, 15,000 stock options at a price of $1.44 per share, and 15,000 stock options at a price of $1.90 per share, all of which vested up issuance. | |||||||||||||||||||||||
During the three and nine months ended September 30, 2014, the Company charged a total of $95,304 and $143,262, respectively, to operations related to recognized stock-based compensation expense for employee stock options; during the three and nine months ended September 30, 2013, the Company charged a total of $0 and $35,662, respectively, to operations related to recognized stock-based compensation expense for employee stock options. | |||||||||||||||||||||||
Accounting for warrants and stock options | |||||||||||||||||||||||
The Company valued warrants and options using the Black-Scholes valuation model utilizing the following variables: | |||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Volatility | 89.42 - 189.71 | % | 186.46 - 189.28 | % | |||||||||||||||||||
Dividends | $ | - | $ | - | |||||||||||||||||||
Risk-free interest rates | 0.37 | % | 0.04 - 0.37 | % | |||||||||||||||||||
Term (years) | 4.00 | 0.45 - 4.00 | |||||||||||||||||||||
16_NONCONTROLLING_INTEREST
16. NONCONTROLLING INTEREST | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Noncontrolling Interest [Abstract] | ' | ||||
Noncontrolling Interest Disclosure [Text Block] | ' | ||||
16. NONCONTROLLING INTEREST | |||||
The carrying value and ending balance of the noncontrolling interest at September 30, 2014 was calculated as follows: | |||||
Carrying value of noncontrolling interest acquired with the Fresh Diet Merger | $ | 674 | |||
Loss attributable to noncontrolling interest | 39,563 | ||||
Ending balance of noncontrolling interest at September 30, 2014 | $ | 40,237 | |||
17_SUBSEQUENT_EVENTS
17. SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
17. SUBSEQUENT EVENTS | |
The employment agreements for each of Sam Klepfish and Justin Wiernasz, the Corporation’s CEO and President, respectively, were amended effective November 17, 2014 to provide upon a change of control for acceleration of equity awards and removal of restrictions thereon and a payment in the event of a termination without Cause. Messrs. Klepfish and Wiernasz were also each awarded, to further retention of qualified management, to further incentivize management, and to further align management with the new capital structure post the acquisition of The Fresh Diet, Restricted Stock Units ( RSU) effective November 17, 2014, in the following amounts: 300,000 restricted stock units (“RSU”) which vest between July 31, 2015 and December 31, 2015, 300,000 RSUs which vest December 31, 2016 and 400,000 RSUs which vest July 1, 2017, subject to performance and customary vesting conditions. | |
Accounting_Policies_by_Policy_
Accounting Policies, by Policy (Policies) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | ||||||||||||
Basic and Diluted Earnings Per Share | |||||||||||||
Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. | |||||||||||||
The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. | |||||||||||||
Anti-dilutive shares at September 30, 2014: | |||||||||||||
For the three and nine months ended September 30, 2014, the Company excluded from the calculation of fully-diluted earnings per share because the effect would have been anti-dilutive: warrants to purchase 3,040,124 shares of common stock at exercise prices from $0.01 to $0.575 per share; options to purchase 1,576,389 shares of common stock at exercise prices from $0.35 to $0.57 per share; and conversion options to purchase 5,772,206 shares of common stock at $0.25 per share. The Company also excluded 210,520 shares committed to be issued because the effect would have been anti-dilutive. | |||||||||||||
Anti-dilutive shares at September 30, 2013: | |||||||||||||
For the three months ended September 30, 2013, the Company excluded from the calculation of fully-diluted earnings per share warrants to purchase 6,964,000 shares of common stock at exercise prices of $0.01 to $0.575 per share, and options to purchase 2,480,000 shares of common stock issuable at exercise prices of $0.35 to $1.60 per share. The Company also excluded 10,269,844 shares issuable upon the conversion of a note payable and accrued interest an exercise price of $0.25 per share. | |||||||||||||
For the nine months ended September 30, 2013, the Company excluded from the calculation of fully-diluted earnings per share warrants to purchase 6,964,000 shares of common stock at exercise prices of $0.01 to $0.575 per share, and options to purchase 2,480,000 shares of common stock issuable at exercise prices of $0.35 to $1.60 per share. The Company also excluded 10,269,844 shares issuable upon the conversion of a note payable and accrued interest an exercise price of $0.25 per share. | |||||||||||||
Diluted earnings per share was computed as follows for the three and nine months ended September 30, 2014: | |||||||||||||
Loss (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic loss per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Conversion of notes payable and accrued interest | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Income (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) | ||||||
Basis of Accounting, Policy [Policy Text Block] | ' | ||||||||||||
Business Activity | |||||||||||||
FII, Artisan, GFG are in the business of providing premium foodservice establishments, including white tablecloth restaurants, with the freshest origin-specific perishables and specialty food products direct from its warehouses and from a network of vendors, to the end users (restaurants, hotels, country clubs, national chain accounts, casinos, and catering houses) across the United States within 24 - 72 hours. For The Gourmet Inc., through its website www.forthegourmet.com, and through additional sales channels, provides the highest quality gourmet food products to the direct to consumer market. FNM currently holds the Company’s intellectual property rights including all rights related to its Artistre® private label brand. Haley is a food manufacturer representative that manages food manufacturing foodservice relationships at a food distributor’s corporate level. OFB works closely with emerging food brands to develop and execute sales, marketing and distribution plans via its nationwide network of retail-related food broker relationships while providing emerging food brands distribution and shelf placement access in all of the major metro markets in the food retail industry. | |||||||||||||
The Fresh Diet is in the business of providing freshly prepared gourmet specialty meals, using the finest specialty, artisanal, direct from source ingredients, delivered daily, directly to consumers using The Fresh Diet® platform. The Fresh Diet’s platform includes a company managed and owned preparation and logistics infrastructure, including a comprehensive company owned network of same day and next day last mile food delivery capabilities. | |||||||||||||
We have historically sold the majority of our products (72% and 76% of total sales in the years ended December 31, 2013 and 2012, respectively) through a distributor relationship between FII and Next Day Gourmet, L.P., a subsidiary of U.S. Foods (“USF”), a $20 billion broad line distributor. On May 18, 2012, the Company executed a Stock Purchase Agreement (the “Artisan Acquisition Agreement”) to acquire all of the issued and outstanding shares of Artisan Specialty Foods, Inc., an Illinois corporation (“ASF”). ASF was previously a supplier to the Company. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. On November 2, 2012, the Company, through its wholly-owned subsidiary Haley, entered into an asset purchase agreement (the “Haley Acquisition”) with The Haley Group, LLC whereby the Company acquired all existing contracts between The Haley Group, LLC and its customers. Pursuant to a purchase agreement (the “Organic Food Brokers Purchase Agreement”), effective June 30, 2014, the Company purchased 100% of the membership interest of Organic Food Brokers, LLC, a Colorado limited liability company (“OFB”). Also, pursuant to a purchase agreement (the “The Fresh Diet Purchase Agreement”), effective August 15, 2014, the Company purchased 100% of the common stock of The Fresh Diet, Inc. | |||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include, for example, certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, contingent liabilities and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. | |||||||||||||
Reclassification, Policy [Policy Text Block] | ' | ||||||||||||
Reclassifications and Corrections | |||||||||||||
Certain reclassifications have been made to conform prior period data to the current presentation. In addition, the Company identified an error and revised its financial statements for the three and six months ended September 30, 2013 related to the elimination of certain intercompany revenues. Management concluded that the errors had no material impact on any of the Company’s previously issued financial statements, are immaterial to the Company’s results for the second quarter of 2013 and full year 2013 results, and had no material effect on the trend of the Company’s financial results. As a result of the immaterial errors discussed above, the unaudited condensed consolidated financial statements reflect the following adjustments: a reduction in cost of goods sold and an offsetting reduction in revenue of $164,808 and $731,013 for the three and nine months ended September 30, 2013, respectively. The effect of the reclassifications and immaterial errors had no effect on reported net income. | |||||||||||||
Revenue Recognition, Policy [Policy Text Block] | ' | ||||||||||||
Revenue Recognition | |||||||||||||
The Company recognizes revenue upon product delivery. All of our products are shipped either same day, overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. | |||||||||||||
For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. | |||||||||||||
Revenue from the sale of meals is recognized when the earnings process is complete, which is upon the delivery of the product to the Company’s customers. Meal programs are sold weekly, bi-weekly and monthly. Meal programs are non-returnable and non-refundable if not cancelled within 3 days of initial delivery. Refunds of cancelled meal plans are recorded at the time of cancellation. | |||||||||||||
Cost of Sales, Policy [Policy Text Block] | ' | ||||||||||||
Cost of Goods Sold | |||||||||||||
Costs recorded in Cost of Goods Sold in the condensed consolidated statement of operations include the costs of raw materials, packaging, product conversion, and delivery. | |||||||||||||
Revenue Recognition, Deferred Revenue [Policy Text Block] | ' | ||||||||||||
Deferred Revenue | |||||||||||||
Deferred revenue consists of cash received for meals that have not yet been delivered to the customer. | |||||||||||||
Advertising Costs, Policy [Policy Text Block] | ' | ||||||||||||
Advertising Costs | |||||||||||||
The Company’s policy is to report advertising costs as expenses in the periods in which the costs are incurred. The total amounts charged to advertising expense were approximately $67,660 and $82,711, respectively, for the three and nine months ended September 30, 2014. | |||||||||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | ||||||||||||
Significant Recent Accounting Pronouncements | |||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
2_NATURE_OF_ACTIVITIES_AND_SIG1
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | 'Diluted earnings per share was computed as follows for the three and nine months ended September 30, 2014: | ||||||||||||
Loss (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic loss per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Conversion of notes payable and accrued interest | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (653,624 | ) | 9,374,203 | $ | (0.077 | ) | ||||||
Income (Numerator) | Shares (Denominator) | Per-Share Amount | |||||||||||
Basic earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) | ||||||
Effect of Dilutive Securities: | |||||||||||||
Exercise of in-the-money warrants | - | - | - | ||||||||||
Exercise of in-the-money options | - | - | - | ||||||||||
Shares accrued, not yet issued | - | - | - | ||||||||||
Diluted earnings per share | $ | (37,777 | ) | 8,249,469 | $ | (0.005 | ) |
3_ACQUISITIONS_Tables
3. ACQUISITIONS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Business Combinations [Abstract] | ' | ||||||||
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | 'The acquisition date estimated fair value of the consideration transferred totaled $14.0 million, which consisted of the following: | ||||||||
Common Stock - 10,000,000 shares | $ | 14,000,000 | |||||||
Total purchase price | $ | 14,000,000 | |||||||
Tangible assets acquired | $ | 2,462,952 | |||||||
Liabilities assumed | 11,076,672 | ||||||||
Net tangible assets | (8,613,720 | ) | |||||||
Customer relationships | 13,505,669 | ||||||||
Tradenames | 104,271 | ||||||||
Goodwill | 9,003,780 | ||||||||
Total purchase price | $ | 14,000,000 | |||||||
Business Acquisition, Pro Forma Information [Table Text Block] | 'The following tables set forth the unaudited pro forma results of the Company as if the acquisition of FD had taken place on the first day of the periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. | ||||||||
Three months ended September 30, | |||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 11,779,846 | $ | 12,423,569 | |||||
Net income attributable to Innovative Food Holdings, Inc. | (643,698 | ) | (1,204,273 | ) | |||||
Basic net income (loss) per common share | $ | (0.033 | ) | $ | (0.068 | ) | |||
Diluted net income (loss) per common share | $ | (0.033 | ) | $ | (0.068 | ) | |||
Weighted average shares - basic | 19,362,464 | 17,714,385 | |||||||
Weighted average shares - diluted | 19,362,464 | 17,714,385 | |||||||
Nine months ended September 30, | |||||||||
2014 | 2013 | ||||||||
Total revenues | $ | 34,667,747 | $ | 40,088,938 | |||||
Net income attributable to Innovative Food Holdings, Inc. | (1,325,617 | ) | (3,944,397 | ) | |||||
Basic net income (loss) per common share | $ | (0.070 | ) | $ | (0.223 | ) | |||
Diluted net income (loss) per common share | $ | (0.070 | ) | $ | (0.224 | ) | |||
Weighted average shares - basic | 19,064,323 | 17,714,385 | |||||||
Weighted average shares - diluted | 19,064,323 | 17,640,756 |
4_ACCOUNTS_RECEIVABLE_Tables
4. ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Receivables [Abstract] | ' | ||||||||
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | 'At September 30, 2014 and December 31, 2013, accounts receivable consists of: | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Accounts receivable from customers | $ | 1,198,436 | $ | 827,945 | |||||
Allowance for doubtful accounts | (33,026 | ) | (56,740 | ) | |||||
Accounts receivable, net | $ | 1,165,410 | $ | 771,205 |
5_INVENTORY_Tables
5. INVENTORY (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Inventory Disclosure [Abstract] | ' | ||||||||
Schedule of Inventory, Current [Table Text Block] | 'At September 30, 2014 and December 31, 2013, inventory consisted of the following: | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Specialty food products | $ | 981,905 | $ | 839,979 | |||||
Operating materials and supplies | 249,394 | ||||||||
Total | $ | 1,231,299 | $ | 839,979 |
6_PROPERTY_AND_EQUIPMENT_Table
6. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Property, Plant and Equipment [Abstract] | ' | ||||||||
Property, Plant and Equipment [Table Text Block] | 'A summary of property and equipment at September 30, 2014 and December 31, 2013, was as follows: | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Land | $ | 177,383 | $ | 177,383 | |||||
Building | 619,955 | 619,955 | |||||||
Computer and Office Equipment | 502,278 | 462,508 | |||||||
Kitchen and Warehouse Equipment | 440,167 | 7,733 | |||||||
Furniture, Fixtures, and Leasehold Improvements | 373,359 | 162,128 | |||||||
Vehicles | 423,971 | 33,239 | |||||||
Total before accumulated depreciation | 2,537,113 | 1,462,946 | |||||||
Less: accumulated depreciation | (603,862 | ) | (508,878 | ) | |||||
Total | $ | 1,933,251 | $ | 954,068 |
8_INTANGIBLE_ASSETS_Tables
8. INTANGIBLE ASSETS (Tables) | 9 Months Ended | ||||||||||||
Sep. 30, 2014 | |||||||||||||
Disclosure Text Block [Abstract] | ' | ||||||||||||
Schedule of Intangible Assets and Goodwill [Table Text Block] | 'The following is the net book value of these assets: | ||||||||||||
September 30, 2014 | |||||||||||||
Accumulated | |||||||||||||
Gross | Amortization | Net | |||||||||||
Trade Name | $ | 321,271 | $ | - | $ | 321,271 | |||||||
Non-Compete Agreement | 244,000 | (137,250 | ) | 106,750 | |||||||||
Customer Relationships | 14,636,663 | (530,853 | ) | 14,105,810 | |||||||||
Goodwill | 9,154,780 | - | 9,154,780 | ||||||||||
Total | $ | 24,356,714 | $ | (668,103 | ) | $ | 23,688,611 | ||||||
December 31, 2013 | |||||||||||||
Accumulated | |||||||||||||
Gross | Amortization | Net | |||||||||||
Trade Name | $ | 217,000 | $ | - | $ | 217,000 | |||||||
Non-Compete Agreement | 244,000 | (91,500 | ) | 152,500 | |||||||||
Customer Relationships | 534,645 | (167,703 | ) | 366,942 | |||||||||
Goodwill | 151,000 | - | 151,000 | ||||||||||
Total | $ | 1,146,645 | $ | (259,203 | ) | $ | 887,442 |
9_ACCOUNTS_PAYABLE_AND_ACCRUED1
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Payables and Accruals [Abstract] | ' | ||||||||
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | 'Accounts payable and accrued liabilities at September 30, 2014 and December 31, 2013 are as follows: | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Trade payables | $ | 3,863,604 | $ | 1,252,746 | |||||
Accrued payroll and commissions | 633,120 | 32,403 | |||||||
Total accounts payable and accrued liabilities - non-related parties | $ | 4,496,724 | $ | 1,285,149 |
11_REVOLVING_CREDIT_FACILITIES1
11. REVOLVING CREDIT FACILITIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Disclosure Text Block [Abstract] | ' | ||||||||
Schedule of Line of Credit Facilities [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Business loan of $500,000 from a credit card merchant, with a loan fee of 0.5% and repayment rate of 100% of the sum of charge volume during the loan period, maturing no later than April 19, 2015, renewable annually unless terminated, and secured by the assets of The Fresh Diet. During the period from the date of The Fresh Diet acquisition (August 15, 2014) through September 30, 2014, net payments of principal in the amount of $260,068 on this loan. | $ | 239,932 | $ | - | |||||
Business loan of $1,000,000 from a credit card merchant, with a loan fee of 20% and repayment rate of 12% of the sum of charge volume until all amounts have been paid, and guaranteed by certain shareholders of the Company. During the period from the date of The Fresh Diet acquisition (August 15, 2014) through September 30, 2014, net payments of principal in the amount of $144,653 were made on this loan. | 657,290 | - | |||||||
Total | $ | 897,222 | $ | - |
12_NOTES_PAYABLE_AND_NOTES_PAY1
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2014 | |||||||||
Debt Disclosure [Abstract] | ' | ||||||||
Schedule of Debt [Table Text Block] | ' | ||||||||
September 30, | December 31, | ||||||||
2014 | 2013 | ||||||||
Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount will be due March 2018. During the three months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $13,650 and $3,949, respectively; during the nine months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $40,950 and $7,922, respectively. | $ | 459,550 | $ | 500,500 | |||||
Term loan from Fifth Third Bank in the original amount of $1,000,000; $660,439 of this amount was used to pay a note payable; $339,561 was used for working capital. This loan is secured by first priority perfected security interest in all personal property of the Company, bears interest at the rate of Libor plus 4.75%, with principal monthly principal payments of $55,556 plus accrued interest. The note is due May 26, 2015. During the three months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $166,667 and $9,228, respectively; During the nine months ended September 30, 2014, the Company made payments of principal and interest in the amounts of $500,000 and $20,370, respectively | 444,444 | 944,444 | |||||||
September 30, 2014 | 31-Dec-13 | ||||||||
A total of 18 convertible notes payable (the “Convertible Notes Payable”). Certain of the Convertible Notes Payable contain cross default provisions, and are secured by subordinated interest in a majority of the Company’s assets. The Convertible Notes Payable bear interest at the rate of 1.9% per annum; principal and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. During the three months ended September 30, 2014 no principal was converted to shares of common stock, and accrued interest in the amount of $10,357 was converted to 41,428 shares of common stock. During the nine months ended September 30, 2014, principal in the amount of $120,583 was converted to 482,332 shares of common stock, and accrued interest in the amount of $90,984 was converted to 363,936 shares of common stock. Also during the three and nine months ended September 30, 2014, principal payments in the amount of $5,000 and $10,000, respectively, was paid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015. A discount to the notes in the aggregate amount of $732,565 was recorded to recognize the value of the beneficial conversion feature embedded in the extension of the term of the notes. During the three and nine months ended September 30, 2014, $115,765 and $236,730, respectively, of this discount was charged to operations; in addition, the amount of $111,776 representing a previous discount to these notes was also charge to operations during the period. | $ | 647,565 | $ | 788,148 | |||||
Secured vehicle leases payable at an effective interest rate of 9.96% for purchase of truck, payable in monthly installments (including principal and interest) of $614 through January 2015. During the three months ended September 30, 2014, the Company made payments in the aggregate amount of $1,842 on this lease, consisting of $1,753 of principal and $89 of interest. During the nine months ended September 30, 2014, the Company made payments in the aggregate amount of $5,526 on this lease, consisting of $5,131 of principal and $395 of interest. | 2,406 | 7,537 | |||||||
Twenty-nine convertible notes payable in the amount of $4,500 each to Sam Klepfish, the Company’s CEO and a related party, dated the first of the month beginning on November 1, 2006, issued pursuant to the Company’s then employment agreement with Mr. Klepfish, which provided that the amount of $4,500 in salary is accrued each month to a note payable. These notes are unsecured and may not be prepaid without Mr. Klepfish’s consent. These notes bear interest at the rate of 8% per annum and have no due date. As of July 1, 2014, the notes bear an interest rate of 1.9% and as of November 17, 2014 the interest rate was reduced to 0%. These notes and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. During the nine months ended September 30, 2014, Mr. Klepfish gifted three notes to an unrelated third parties. During the three and nine months ended September 30, 2014, the Company accrued interest in the amount of $529 and $4,913, respectively, on these notes. | 110,500 | 110,500 | |||||||
Promissory note in the amount of $200,000 bearing interest at the rate of 1% per annum. Principal in the amount of $100,000 is due June 30, 2015; principal in the amount of $100,000 is due June 30, 2016. The note is convertible into shares of the Company’s common stock at the conversion price of $1.54 per share. During the three and nine months ended September 30, 2014, the Company accrued interest in the amount of $500 on this note. | 200,000 | - | |||||||
Four notes payable to shareholders in the aggregate amount of $1,500,000. These notes are unsecured, bear no interest and mature on August 15, 2017. In the event the notes are not paid when due, amounts not paid under the notes shall bear interest at a rate of 21% per annum until paid in full. | 1,500,000 | - | |||||||
Two notes payable to shareholders in the aggregate amount of $699,970. These notes are unsecured, and bear interest at the rate of 4% per annum. These notes are due on August 17, 2017. In the event the notes are not paid when due, amounts not paid under the notes shall bear interest at a rate of 21% per annum until paid in full. During the three and nine months ended September 30, 2014, the interest in the amount of $8,720 accrued on these notes. | 699,970 | - | |||||||
Note payable in monthly installments, including interest at the rate of 2% over prime (5.25% as of September 30, 2014), due October 1, 2019, and secured by all assets of The Fresh Diet, the life insurance policies maintained on two of the shareholders of the Company, and personally guaranteed by these shareholders. During the three and nine months ended September 30, 2014, the principal payments in the aggregate amount of $1,802 were made on this note, and interest expense in the amount of $585 was recorded. | 129,419 | - | |||||||
The Company has a $75,000 line of credit which bears monthly interest at the variable interest rate of 2% over prime rate. The line of credit is secured by all corporate assets and by a condominium owned by one of the shareholders. | 75,000 | - | |||||||
Note payable in monthly installments, including interest at the rate of 1.75% over prime adjusted quarterly (5% as of September 30, 2014), due on December 20, 2017, and secured by all assets of The Fresh Diet and personally guaranteed by the spouse of one of its officers. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $7,766 were made on this note, and interest expense in the amount of $1,476 was recorded. | 339,925 | - | |||||||
September 30, 2014 | 31-Dec-13 | ||||||||
Note payable issued for acquisition of Diet at Your Doorstep's customer lists due on May 1, 2015, and with quarterly payments in the form of 10% of revenue attributed to sales to customers who transition to the Fresh Diet's meal plans. Total payments capped at $40,000. During the three and nine months ended September 30, 2014, no payments were made on this loan. | 18,094 | - | |||||||
Unsecured note payable for purchase of website domain bearing 0% interest rate and due on November 20, 2017, with monthly payments of $1,065. During the three and nine months ended September 30, 2014, principal payments in the amount of $1,065 were made on this loan. | 33,005 | - | |||||||
Capital lease obligations under a master lease agreement for vehicles payable in monthly installments, including interest rate ranging from 2.32% to at 7.5%, due on various dates through December 1, 2015, and collateralized by the vehicles. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $38,720 were made on these capital leases, and interest expense in the amount of $1,685 was recorded. | 222,135 | - | |||||||
Capital lease obligation for equipment payable in monthly installments, including interest at the rate of 20.35%, due on November 9, 2014, and collateralized by the equipment. During the three and nine months ended September 30, 2014, principal payments in the aggregate amount of $6,036 were made on interest expense in the amount of $817 was recorded. | 12,438 | - | |||||||
Secured vehicle lease payable at an effective interest rate of 8.26% for purchase of truck payable in monthly installments (including principal and interest) of $519 through June 2015. During the three months ended September 30, 2014, the Company made payments in the aggregate amount of $1,558 on this lease, consisting of $1,445 of principal and $113 of interest. During the nine months ended September 30, 2014, the Company made payments in the aggregate amount of $4,674 on this note, consisting of $4,247 of principal and $427 of interest. | 4,517 | 8,764 | |||||||
Total | $ | 4,898,968 | $ | 2,359,893 | |||||
Less: Discount | (495,835 | ) | (371,812 | ) | |||||
Net | $ | 4,403,133 | $ | 1,988,081 |
15_EQUITY_Tables
15. EQUITY (Tables) | 9 Months Ended | ||||||||||||||||||||||
Sep. 30, 2014 | |||||||||||||||||||||||
Stockholders' Equity Note [Abstract] | ' | ||||||||||||||||||||||
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | 'The following table summarizes the significant terms of warrants outstanding at September 30, 2014. These warrants may be settled in cash and, unless the underlying shares are registered, via cashless conversion, into shares of the Company’s common stock at the request of the warrant holder. These warrants were granted as part of a financing agreement: | ||||||||||||||||||||||
Weighted | Weighted | Weighted | |||||||||||||||||||||
average | average | average | |||||||||||||||||||||
Range of | Number of | remaining | exercise | exercise | |||||||||||||||||||
exercise | warrants | contractual | price of | Number of | price of | ||||||||||||||||||
Prices | Outstanding | life (years) | outstanding Warrants | warrants Exercisable | exercisable Warrants | ||||||||||||||||||
$ | 0.01 | 700,000 | 5.63 | $ | 0.01 | 700,000 | $ | 0.01 | |||||||||||||||
$ | 0.25 | 94,783 | 1.34 | $ | 0.25 | 94,783 | $ | 0.25 | |||||||||||||||
$ | 0.55 | 1,175,281 | 2.34 | $ | 0.55 | 1,175,281 | $ | 0.55 | |||||||||||||||
$ | 0.575 | 2,828,405 | 2.34 | $ | 0.575 | 2,828,405 | $ | 0.575 | |||||||||||||||
4,798,469 | 2.8 | $ | 0.48 | 4,798,469 | $ | 0.480 | |||||||||||||||||
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | 'Transactions involving warrants are summarized as follows: | ||||||||||||||||||||||
Number of | Weighted Average | ||||||||||||||||||||||
Warrants | Exercise Price | ||||||||||||||||||||||
Warrants outstanding at December 31, 2013 | 5,819,129 | $ | 0.457 | ||||||||||||||||||||
Granted | - | - | |||||||||||||||||||||
Exercised | (1,020,660 | ) | 0.348 | ||||||||||||||||||||
Cancelled / Expired | - | - | |||||||||||||||||||||
Warrants outstanding at September 30, 2014 | 4,798,469 | $ | 0.48 | ||||||||||||||||||||
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | 'The following table summarizes the changes outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: | ||||||||||||||||||||||
Weighted | Weighted | ||||||||||||||||||||||
Weighted | average | average | |||||||||||||||||||||
average | exercise | exercise | |||||||||||||||||||||
Range of | Number of | Remaining | price of | Number of | price of | ||||||||||||||||||
exercise | options | contractual | outstanding | options | exercisable | ||||||||||||||||||
Prices | Outstanding | life (years) | Options | Exercisable | Options | ||||||||||||||||||
$ | 0.35 | 1,240,000 | 1 | $ | 0.35 | 1,240,000 | $ | 0.35 | |||||||||||||||
$ | 0.38 | 132,500 | 0.19 | $ | 0.38 | 132,500 | $ | 0.38 | |||||||||||||||
$ | 0.4 | 275,000 | 2.13 | $ | 0.4 | 25,000 | $ | 0.4 | |||||||||||||||
$ | 0.45 | 132,500 | 0.34 | $ | 0.45 | 132,500 | $ | 0.45 | |||||||||||||||
$ | 0.474 | 132,500 | 0.47 | $ | 0.474 | 132,500 | $ | 0.474 | |||||||||||||||
$ | 0.48 | 132,500 | 0.6 | $ | 0.48 | 132,500 | $ | 0.48 | |||||||||||||||
$ | 0.57 | 225,000 | 3.26 | $ | 0.57 | - | $ | N/A | |||||||||||||||
$ | 1.31 | 75,000 | 3.92 | $ | 1.31 | - | $ | N/A | |||||||||||||||
$ | 1.44 | 15,000 | 3.01 | $ | 1.44 | 15,000 | $ | 1.44 | |||||||||||||||
$ | 1.46 | 100,000 | 3.75 | $ | 1.46 | 100 | $ | 1.46 | |||||||||||||||
$ | 1.6 | 310,000 | 4.23 | $ | 1.6 | 155,000 | $ | 1.6 | |||||||||||||||
$ | 1.900 | 15,000 | 5.87 | $ | 1.900 | 15,000 | $ | 1.900 | |||||||||||||||
2,785,000 | 1.75 | $ | 0.594 | 2,080,000 | $ | 0.519 | |||||||||||||||||
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | 'Transactions involving stock options are summarized as follows: | ||||||||||||||||||||||
Number of Shares | Weighted Average | ||||||||||||||||||||||
Exercise Price | |||||||||||||||||||||||
Options outstanding at December 31, 2013 | 2,580,000 | $ | 0.544 | ||||||||||||||||||||
Granted | 205,000 | $ | 1.44 | ||||||||||||||||||||
Exercised | - | - | |||||||||||||||||||||
Cancelled / Expired | - | $ | - | ||||||||||||||||||||
Options outstanding at September 30, 2014 | 2,785,000 | $ | 0.594 | ||||||||||||||||||||
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | 'The Company valued warrants and options using the Black-Scholes valuation model utilizing the following variables: | ||||||||||||||||||||||
September 30, | September 30, | ||||||||||||||||||||||
2014 | 2013 | ||||||||||||||||||||||
Volatility | 89.42 - 189.71 | % | 186.46 - 189.28 | % | |||||||||||||||||||
Dividends | $ | - | $ | - | |||||||||||||||||||
Risk-free interest rates | 0.37 | % | 0.04 - 0.37 | % | |||||||||||||||||||
Term (years) | 4.00 | 0.45 - 4.00 |
16_NONCONTROLLING_INTEREST_Tab
16. NONCONTROLLING INTEREST (Tables) | 9 Months Ended | ||||
Sep. 30, 2014 | |||||
Noncontrolling Interest [Abstract] | ' | ||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block] | 'The carrying value and ending balance of the noncontrolling interest at September 30, 2014 was calculated as follows: | ||||
Carrying value of noncontrolling interest acquired with the Fresh Diet Merger | $ | 674 | |||
Loss attributable to noncontrolling interest | 39,563 | ||||
Ending balance of noncontrolling interest at September 30, 2014 | $ | 40,237 |
2_NATURE_OF_ACTIVITIES_AND_SIG2
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 12 Months Ended | ||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Aug. 15, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Equity Option [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Warrant [Member] | Convertible Debt Securities [Member] | Convertible Debt Securities [Member] | Convertible Debt Securities [Member] | Organic Food Brokers [Member] | Organic Food Brokers [Member] | The Fresh Diet [Member] | Sales [Member] | Sales [Member] | ||||
Minimum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Maximum [Member] | Minimum [Member] | Minimum [Member] | Maximum [Member] | Maximum [Member] | Customer Concentration Risk [Member] | Customer Concentration Risk [Member] | |||||||||||||||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Concentration Risk, Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 72.00% | 76.00% |
Equity Method Investment, Ownership Percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' |
Prior Period Reclassification Adjustment (in Dollars) | ' | $164,808 | $731,013 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Advertising Expense (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $67,660 | ' | $82,711 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 210,520 | ' | ' | ' | ' | ' | ' | ' | ' | 1,576,389 | 2,480,000 | ' | 2,480,000 | ' | ' | ' | ' | 3,040,124 | 6,964,000 | 6,964,000 | 5,772,206 | 10,269,844 | 10,269,844 | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.01 | $0.01 | $0.57 | $0.57 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Option exercise price | ' | ' | ' | $0.35 | $0.35 | $0.35 | $0.57 | $1.60 | $1.60 | ' | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.46 | ' | ' | ' | ' |
Debt Instrument, Convertible, Conversion Price | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | $0.25 | $0.25 | ' | ' | ' | ' | ' |
2_NATURE_OF_ACTIVITIES_AND_SIG3
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ' | ' | ' | ' |
Basic earnings per share, Income (Numerator) (in Dollars) | ($653,624) | ($337,758) | ($37,777) | ($400,392) |
Basic earnings per share, Shares (Denominator) | 9,374,203 | 6,479,385 | 8,249,469 | 6,405,756 |
Basic earnings per share, Per-Share Amount (in Dollars per share) | ($0.08) | ($0.05) | ($0.01) | ($0.06) |
Exercise of in-the-money warrants and options, Shares (Denominator) | 0 | ' | 0 | ' |
Conversion of notes payable and accrued interest | 0 | ' | ' | ' |
Shares accrued, not yet issued, Shares (Denominator) | 0 | ' | 0 | ' |
Diluted earnings per share, Income (Numerator) (in Dollars) | ($653,624) | ' | ($37,777) | ' |
Diluted earnings per share, Shares (Denominator) | 9,374,203 | 6,479,385 | 8,249,469 | 6,405,756 |
Diluted earnings per share, Per-Share Amount (in Dollars per share) | ($0.08) | ($0.05) | ($0.01) | ($0.06) |
Employee Stock Option [Member] | ' | ' | ' | ' |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Earnings Per Share, Basic and Diluted [Line Items] | ' | ' | ' | ' |
Exercise of in-the-money warrants and options, Shares (Denominator) | 0 | ' | 0 | ' |
3_ACQUISITIONS_Details
3. ACQUISITIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Aug. 15, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Aug. 15, 2014 | |
Trade Names [Member] | Customer Lists [Member] | The Fresh Diet [Member] | Organic Food Brokers [Member] | Organic Food Brokers [Member] | Organic Food Brokers [Member] | |||||
Organic Food Brokers [Member] | Organic Food Brokers [Member] | |||||||||
3. ACQUISITIONS (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Consideration Transferred | ' | ' | ' | ' | ' | ' | $14,000,000 | ' | $596,349 | ' |
Business Acquisition, Percentage of Voting Interests Acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Terms of Award | ' | ' | ' | ' | ' | ' | ' | 'stock options issued by the Company to acquire one hundred thousand (100,000) shares of its common stock over the four year period following the closing date | ' | ' |
Payments to Acquire Businesses, Gross | ' | ' | 100,000 | 0 | ' | ' | ' | 100,000 | ' | ' |
Business Combination, Consideration Transferred, Liabilities Incurred | ' | ' | 271,349 | 0 | ' | ' | ' | 200,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross (in Shares) | ' | ' | 205,000 | ' | ' | ' | ' | 100,000 | ' | ' |
Option exercise price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1.46 | ' | ' |
Business Combination, Contingent Consideration Arrangements, Description | ' | ' | ' | ' | ' | ' | ' | 'the company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | ' | ' | ' | ' | ' | 225,000 | ' |
Finite-lived Intangible Assets Acquired | ' | ' | ' | ' | 200,000 | 396,349 | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | ' | ' | ' | '36 months | ' | ' | '60 years | ' |
Amortization of Intangible Assets | $309,351 | $45,970 | $401,293 | $91,940 | ' | $29,817 | ' | ' | ' | ' |
3_ACQUISITIONS_Details_Schedul
3. ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition (The Fresh Diet [Member], USD $) | 0 Months Ended | |
Aug. 15, 2014 | Aug. 15, 2014 | |
Business Acquisition [Line Items] | ' | ' |
Common Stock - 10,000,000 shares | $14,000,000 | ' |
Total purchase price | 14,000,000 | ' |
Tangible assets acquired | ' | 2,462,952 |
Liabilities assumed | ' | 11,076,672 |
Net tangible assets | ' | -8,613,720 |
Goodwill | ' | 9,003,780 |
Total purchase price | ' | 14,000,000 |
Customer Relationships [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | 13,505,669 | 13,505,669 |
Trade Names [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Intangible assets | $104,271 | $104,271 |
3_ACQUISITIONS_Details_Schedul1
3. ACQUISITIONS (Details) - Schedule of Business Acquisitions, by Acquisition (Parentheticals) (The Fresh Diet [Member]) | 0 Months Ended | 9 Months Ended |
Aug. 15, 2014 | Sep. 30, 2014 | |
The Fresh Diet [Member] | ' | ' |
Business Acquisition [Line Items] | ' | ' |
Common Stock shares | 10,000,000 | 3,110,063 |
3_ACQUISITIONS_Details_Busines
3. ACQUISITIONS (Details) - Business Acquisition, Pro Forma Information (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Business Acquisition, Pro Forma Information [Abstract] | ' | ' | ' | ' |
Total revenues | $11,779,846 | $12,423,569 | $34,667,747 | $40,088,938 |
Net income attributable to Innovative Food Holdings, Inc. | ($643,698) | ($1,204,273) | ($1,325,617) | ($3,944,397) |
Basic net income (loss) per common share | ($0.03) | ($0.07) | ($0.07) | ($0.22) |
Diluted net income (loss) per common share | ($0.03) | ($0.07) | ($0.07) | ($0.22) |
Weighted average shares - basic | 19,362,464 | 17,714,385 | 19,064,323 | 17,714,385 |
Weighted average shares - diluted | 19,362,464 | 17,714,385 | 19,064,323 | 17,640,756 |
4_ACCOUNTS_RECEIVABLE_Details_
4. ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule of accounts receivable [Abstract] | ' | ' |
Accounts receivable from customers | $1,198,436 | $827,945 |
Allowance for doubtful accounts | -33,026 | -56,740 |
Accounts receivable, net | $1,165,410 | $771,205 |
5_INVENTORY_Details_Schedule_o
5. INVENTORY (Details) - Schedule of inventory (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule of inventory [Abstract] | ' | ' |
Specialty food products | $981,905 | $839,979 |
Operating materials and supplies | 249,394 | 0 |
Total | $1,231,299 | $839,979 |
6_PROPERTY_AND_EQUIPMENT_Detai
6. PROPERTY AND EQUIPMENT (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 0 Months Ended | |||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Feb. 26, 2013 | Feb. 26, 2013 | Feb. 26, 2013 | Feb. 26, 2013 | Feb. 26, 2013 | |
Land and Building [Member] | Land and Building [Member] | Mortgage note payable, land and building [Member] | Mortgage note payable, land and building [Member] | Mortgage note payable, land and building [Member] | |||||
sqft | London Interbank Offered Rate (LIBOR) [Member] | ||||||||
acre | |||||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Area of Land (in Acres) | ' | ' | ' | ' | ' | 1.1 | ' | ' | ' |
Area of Real Estate Property (in Square Feet) | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' |
Property, Plant and Equipment, Additions | ' | ' | ' | ' | $792,758 | ' | ' | ' | ' |
Debt Instrument, Term | ' | ' | ' | ' | ' | ' | ' | '5 years | ' |
Debt Instrument, Face Amount | ' | ' | ' | ' | ' | ' | ' | ' | 546,000 |
Debt Instrument, Basis Spread on Variable Rate | ' | ' | ' | ' | ' | ' | 3.00% | ' | ' |
Depreciation | $51,622 | $22,402 | $94,985 | $58,148 | ' | ' | ' | ' | ' |
6_PROPERTY_AND_EQUIPMENT_Detai1
6. PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | $2,537,113 | $1,462,946 |
Less: accumulated depreciation | -603,862 | -508,878 |
Total | 1,933,251 | 954,068 |
Land [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 177,383 | 177,383 |
Building [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 619,955 | 619,955 |
Computer Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 502,278 | 462,508 |
Equipment [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 440,167 | 7,733 |
Furniture and Fixtures [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | 373,359 | 162,128 |
Vehicles [Member] | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' |
Property, plant, and equipment, gross | $423,971 | $33,239 |
7_INVESTMENTS_Details
7. INVESTMENTS (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Investments Schedule [Abstract] | ' | ' |
Equity Method Investment, Additional Information | 'the Company had made investments in two such companies | ' |
Long-term Investments | $104,000 | $0 |
8_INTANGIBLE_ASSETS_Details
8. INTANGIBLE ASSETS (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Amortization of Intangible Assets | $309,351 | $45,970 | $401,293 | $91,940 | ' | ' |
Goodwill, Impairment Loss | ' | ' | ' | ' | $0 | $0 |
Noncompete Agreements [Member] | ' | ' | ' | ' | ' | ' |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '48 months | ' | ' | ' |
Customer Relationships [Member] | The Fresh Diet [Member] | ' | ' | ' | ' | ' | ' |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '84 months | ' | ' | ' |
Customer Relationships [Member] | Artisan Specialty Foods [Member] | ' | ' | ' | ' | ' | ' |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '60 months | ' | ' | ' |
Customer Relationships [Member] | Haley Consulting Group [Member] | ' | ' | ' | ' | ' | ' |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '36 years | ' | ' | ' |
Organic Food Brokers [Member] | ' | ' | ' | ' | ' | ' |
8. INTANGIBLE ASSETS (Details) [Line Items] | ' | ' | ' | ' | ' | ' |
Finite-Lived Intangible Asset, Useful Life | ' | ' | '60 years | ' | ' | ' |
8_INTANGIBLE_ASSETS_Details_Sc
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ' | ' |
Intangible asset, gross | $24,356,714 | $1,146,645 |
Intangible asset, accumulated amortization | -668,103 | -259,203 |
Intangible asset, net | 23,688,611 | 887,442 |
Trade Names [Member] | ' | ' |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ' | ' |
Intangible asset, gross | 321,271 | 217,000 |
Intangible asset, accumulated amortization | 0 | 0 |
Intangible asset, net | 321,271 | 217,000 |
Noncompete Agreements [Member] | ' | ' |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ' | ' |
Intangible asset, gross | 244,000 | 244,000 |
Intangible asset, accumulated amortization | -137,250 | -91,500 |
Intangible asset, net | 106,750 | 152,500 |
Customer Relationships [Member] | ' | ' |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ' | ' |
Intangible asset, gross | 14,636,663 | 534,645 |
Intangible asset, accumulated amortization | -530,853 | -167,703 |
Intangible asset, net | 14,105,810 | 366,942 |
Goodwill [Member] | ' | ' |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ' | ' |
Goodwill, gross | 9,154,780 | 151,000 |
Goodwill, Accumulated Impairment Loss | 0 | 0 |
Goodwill, net | $9,154,780 | $151,000 |
9_ACCOUNTS_PAYABLE_AND_ACCRUED2
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Payables and Accruals [Abstract] | ' | ' |
Accounts Payable, Related Parties, Current | $178,150 | $523,110 |
9_ACCOUNTS_PAYABLE_AND_ACCRUED3
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Schedule of accounts payable and accrued liabilities [Abstract] | ' | ' |
Trade payables | $3,863,604 | $1,252,746 |
Accrued payroll and commissions | 633,120 | 32,403 |
Total accounts payable and accrued liabilities - non-related parties | $4,496,724 | $1,285,149 |
10_ACCRUED_INTEREST_Details
10. ACCRUED INTEREST (Details) (USD $) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2014 | Dec. 31, 2013 | |
10. ACCRUED INTEREST (Details) [Line Items] | ' | ' |
Interest Payable | $53,621 | $48,708 |
Accrued interest [Member] | ' | ' |
10. ACCRUED INTEREST (Details) [Line Items] | ' | ' |
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $0.25 | ' |
Interest Payable | $653,019 | $720,189 |
Debt Instrument, Convertible, Number of Equity Instruments | 2,612,076 | 2,880,756 |
11_REVOLVING_CREDIT_FACILITIES2
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Line of Credit Facility [Line Items] | ' | ' |
Loan | $897,222 | $0 |
Business Loan #1 [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Loan | 239,932 | 0 |
Business Loan #2 [Member] | ' | ' |
Line of Credit Facility [Line Items] | ' | ' |
Loan | $657,290 | $0 |
11_REVOLVING_CREDIT_FACILITIES3
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Business Loan #1 [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Business loan | $500,000 |
Loan fee | 0.50% |
Net payments of principal | 260,068 |
Maturing | 19-Apr-15 |
Repayment rate | '100% of the sum of charge volume |
Renewable | 'renewable annually unless terminated |
Secured by | 'secured by the assets of The Fresh Diet |
Business Loan #2 [Member] | ' |
Line of Credit Facility [Line Items] | ' |
Business loan | 1,000,000 |
Loan fee | 20.00% |
Net payments of principal | $144,653 |
Repayment rate | 'repayment rate of 12% of the sum of charge volume until all amounts have been paid |
Guaranteed | 'guaranteed by certain shareholders of The Fresh Diet |
12_NOTES_PAYABLE_AND_NOTES_PAY2
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Debt Disclosure [Abstract] | ' | ' | ' | ' |
Amortization of Debt Discount (Premium) | $115,765 | $175,271 | $608,541 | $1,337,934 |
Proceeds from Notes Payable | 200,000 | ' | ' | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Noncurrent Liabilities, Long-term Debt | 4,306,774 | ' | 4,306,774 | ' |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Capital Lease Obligation | $2,199,970 | ' | $2,199,970 | ' |
12_NOTES_PAYABLE_AND_NOTES_PAY3
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Total | $4,898,968 | $2,359,893 |
Less: Discount | -495,835 | -371,812 |
Net | 4,403,133 | 1,988,081 |
Chief Executive Officer [Member] | Convertible Notes Payable [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 110,500 | 110,500 |
Shareholder [Member] | Unsecured Debt [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 699,970 | 0 |
Vehicles [Member] | Capital Lease Obligations [Member] | Note payable, vehicle, 9.96% [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Lease payable | 2,406 | 7,537 |
Vehicles [Member] | Capital Lease Obligations [Member] | Capital Lease at 2.32% to 7.5% [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Lease payable | 222,135 | 0 |
Vehicles [Member] | Capital Lease Obligations [Member] | Note payable, vehicle, 8.26% [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Lease payable | 4,517 | 8,764 |
Equipment [Member] | Capital Lease Obligations [Member] | Capital Lease, equipment at 20.35% [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Lease payable | 12,438 | 0 |
Mortgages [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 459,550 | 500,500 |
Secured Debt [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 444,444 | 944,444 |
Convertible Debt [Member] | Note Payable at 1% [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 200,000 | 0 |
Convertible Debt [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 647,565 | 788,148 |
Unsecured Debt [Member] | Note Payable, Due August 15, 2017 [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 1,500,000 | 0 |
Unsecured Debt [Member] | Internet Domain Names [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 33,005 | 0 |
Notes Payable, Other Payables [Member] | Note Payable, Due October 1, 2019 [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 129,419 | 0 |
Notes Payable, Other Payables [Member] | Note Payable at 1.75% Over Prime [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 339,925 | 0 |
Notes Payable, Other Payables [Member] | Note Payable, Due May 1, 2015 [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | 18,094 | 0 |
Line of Credit [Member] | ' | ' |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ' | ' |
Notes payable | $75,000 | $0 |
12_NOTES_PAYABLE_AND_NOTES_PAY4
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | Shareholder [Member] | Principal [Member] | Principal [Member] | Principal [Member] | Principal [Member] | Principal [Member] | Accrued interest [Member] | Accrued interest [Member] | Accrued interest [Member] | Accrued interest [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Vehicles [Member] | Equipment [Member] | Mortgages [Member] | Mortgages [Member] | Secured Debt [Member] | Secured Debt [Member] | Convertible Debt [Member] | Principal [Member] | Principal [Member] | Accrued interest [Member] | Accrued interest [Member] | Note Payment #1 [Member] | Note Payment #2 [Member] | Mortgages [Member] | Mortgages [Member] | Secured Debt [Member] | Secured Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Unsecured Debt [Member] | Unsecured Debt [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Notes Payable, Other Payables [Member] | Accrued interest [Member] | Accrued interest [Member] | Line of Credit [Member] | Line of Credit [Member] | ||||||
Convertible Notes Payable [Member] | Convertible Notes Payable [Member] | Unsecured Debt [Member] | Vehicles [Member] | Vehicles [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Vehicles [Member] | Vehicles [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Principal [Member] | Principal [Member] | Accrued interest [Member] | Accrued interest [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Principal [Member] | Accrued interest [Member] | Principal [Member] | Accrued interest [Member] | Mortgages [Member] | Secured Debt [Member] | Mortgages [Member] | Secured Debt [Member] | Convertible Debt [Member] | Convertible Debt [Member] | Discount on Previous Notes [Member] | Note Payable at 1% [Member] | Note Payable, Due August 15, 2017 [Member] | Internet Domain Names [Member] | Note Payable, Due October 1, 2019 [Member] | Note Payable at 1.75% Over Prime [Member] | Note Payable at 1.75% Over Prime [Member] | Note Payable, Due May 1, 2015 [Member] | Note Payable, Due May 1, 2015 [Member] | Prime Rate [Member] | ||||||||||||||||
Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 8.26% [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Capital Lease Obligations [Member] | Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 9.96% [Member] | Capital Lease at 2.32% to 7.5% [Member] | Capital Lease at 2.32% to 7.5% [Member] | Capital Lease at 2.32% to 7.5% [Member] | Note payable, vehicle, 8.26% [Member] | Note payable, vehicle, 8.26% [Member] | Capital Lease, equipment at 20.35% [Member] | Note Payable at 1% [Member] | Note Payable at 1% [Member] | Prime Rate [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||||||||||
Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 8.26% [Member] | Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 8.26% [Member] | Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 8.26% [Member] | Note payable, vehicle, 9.96% [Member] | Note payable, vehicle, 8.26% [Member] | Maximum [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount | ' | ' | ' | ' | ' | $4,500 | $4,500 | $699,970 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $546,000 | $546,000 | $1,000,000 | $1,000,000 | ' | $200,000 | ' | ' | $1,500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 614 | 614 | ' | ' | ' | 519 | 519 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 4,550 | 4,550 | 55,556 | 55,556 | ' | ' | ' | ' | ' | 1,065 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 1.90% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3.00% | 3.00% | 4.75% | 4.75% | ' | ' | ' | ' | ' | ' | 2.00% | 1.75% | ' | ' | ' | ' | ' | 2.00% | ' |
Due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'March 2018 | 'March 2018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments | ' | ' | ' | ' | ' | ' | ' | ' | 1,753 | 1,445 | ' | ' | ' | 89 | 113 | ' | ' | 1,842 | 1,558 | 5,131 | 4,247 | 395 | 427 | 5,526 | ' | ' | ' | 38,720 | 4,674 | ' | 6,036 | 13,650 | 3,949 | 166,667 | 9,228 | ' | 40,950 | 500,000 | 7,922 | 20,370 | ' | ' | ' | ' | 660,439 | 660,439 | ' | ' | ' | ' | ' | 1,065 | 1,802 | ' | 7,766 | ' | 0 | ' | ' | ' | ' |
Used for working capital | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 339,561 | 339,561 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Secured by | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'collateralized by the vehicles | ' | ' | 'collateralized by the equipment | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'This loan is secured by first priority perfected security interest in all personal property of the Company | 'This loan is secured by first priority perfected security interest in all personal property of the Company | ' | ' | ' | ' | ' | ' | 'secured by all assets of The Fresh Diet, the life insurance policies maintained on two of the shareholders of The Fresh Diet | ' | ' secured by all assets of The Fresh Diet | ' | ' | ' | ' | ' | 'secured by all corporate assets and by a condominium owned by one of the shareholders |
Due | ' | ' | ' | ' | ' | ' | ' | 17-Aug-17 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1-Dec-15 | ' | ' | 9-Nov-14 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 26-May-15 | 26-May-15 | ' | ' | 31-Dec-15 | 15-May-14 | 15-Aug-17 | 20-Nov-17 | 1-Oct-19 | ' | 20-Dec-17 | ' | 1-May-15 | ' | ' | ' | ' |
Interest rate | ' | ' | ' | ' | ' | 8.00% | 8.00% | 4.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9.96% | 9.96% | 7.50% | 2.32% | ' | 8.26% | 8.26% | 20.35% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1.00% | 1.90% | 1.90% | 0.00% | 0.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 18 | 18 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price (in Dollars per share) | ' | ' | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | ' | $0.25 | $0.25 | ' | ' | ' | $0.25 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.54 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | ' | ' | ' |
Converted | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0 | 120,583 | ' | ' | ' | 10,357 | 90,984 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Converted Shares (in Shares) | ' | ' | 846,266 | 341,794 | ' | ' | ' | ' | ' | ' | ' | 482,332 | ' | ' | ' | ' | 363,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 41,428 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount | ' | ' | 732,565 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 732,565 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount charged to operations | 115,765 | 175,271 | 608,541 | 1,337,934 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 115,765 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 111,776 | ' | 236,730 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Monthly installments through | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'January 2015 | 'January 2015 | ' | ' | ' | 'June 2015 | 'June 2015 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Dated | ' | ' | ' | ' | ' | 1-Nov-06 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes payable gifted to third party | ' | ' | ' | ' | ' | 'Three | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Principal due | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30-Jun-15 | 30-Jun-16 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Accrued interest | 53,621 | ' | 53,621 | ' | 48,708 | ' | ' | 8,720 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 653,019 | 720,189 | ' | ' |
Notes payable | ' | ' | ' | ' | ' | ' | ' | 'Two | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 'Four | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest | ' | ' | ' | ' | ' | ' | ' | 21.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Interest | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5.25% | ' | 5.00% | ' | ' | ' | ' | ' | ' |
Guaranteed | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' personally guaranteed by these shareholders | ' | 'personally guaranteed by the spouse of one of the officers | ' | ' | ' | ' | ' | ' |
Interest expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,685 | ' | ' | 817 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 585 | ' | 1,476 | ' | ' | ' | ' | ' | ' |
Line of credit | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $75,000 |
Quarterly payments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '$40,000 | '10% of revenue attributed to sales to customers who transition to the Fresh Diet's meal plans | ' | ' | ' | ' |
13_RELATED_PARTY_TRANSACTIONS_
13. RELATED PARTY TRANSACTIONS (Details) | 9 Months Ended | 0 Months Ended | 9 Months Ended | 0 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | Aug. 13, 2014 | Sep. 30, 2014 | Aug. 13, 2014 | |
Chief Executive Officer [Member] | Chief Executive Officer [Member] | President [Member] | |||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | 175,000 | 279,310 | ' | 75,000 | ' |
Stock Issued During Period, Shares, Issued for Services | 17,248 | ' | ' | 100,000 | ' |
Employment Agreement, Term | ' | ' | '1 year | ' | '1 year |
Employment Agreement, Salary Increase, Percentage | ' | ' | 10.00% | ' | 10.00% |
14_COMMITMMENT_AND_CONTINGENT_1
14. COMMITMMENT AND CONTINGENT LIABILITIES (Details) (USD $) | Sep. 03, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2012 | Sep. 30, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | Aug. 15, 2014 |
Monolith Ventures, Ltd. [Member] | Artisan Specialty Foods [Member] | Artisan Specialty Foods [Member] | Artisan Specialty Foods [Member] | Artisan Specialty Foods [Member] | Organic Food Brokers [Member] | Organic Food Brokers [Member] | The Fresh Diet [Member] | The Fresh Diet [Member] | |
14. COMMITMMENT AND CONTINGENT LIABILITIES (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Business Combination, Assets and Liabilities Arising from Contingencies, Description | ' | ' | ' | 'Pursuant to the Artisan acquisition, the Company was obligated to pay up to an additional $300,000, plus interest, in the event certain financial milestones are met by April 30, 2014. | ' | ' | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | ' | ' | ' | $300,000 | ' | $225,000 | ' | ' | ' |
Business Combination, Contingent Consideration, Liability | ' | ' | ' | 131,000 | ' | ' | ' | ' | ' |
Payments of Merger Related Costs, Financing Activities | ' | 38,536 | 77,581 | ' | ' | 26,250 | ' | ' | ' |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | ' | -3,300 | ' | ' | ' | ' | ' | ' | ' |
Other Liabilities, Current | ' | ' | ' | ' | 0 | ' | ' | ' | ' |
Business Combination, Contingent Consideration, Liability, Current | ' | ' | ' | ' | ' | 198,750 | ' | ' | ' |
Loss Contingency, Accrual, Current | ' | ' | ' | ' | ' | ' | ' | $250,000 | ' |
Equity Method Investment, Ownership Percentage | 24.00% | ' | ' | ' | ' | ' | 100.00% | ' | 100.00% |
15_EQUITY_Details
15. EQUITY (Details) (USD $) | 1 Months Ended | 3 Months Ended | 9 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 1 Months Ended | 0 Months Ended | 9 Months Ended | ||||||||||||||||
Nov. 10, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2014 | Sep. 30, 2013 | Nov. 10, 2014 | Aug. 15, 2014 | Sep. 30, 2014 | |
Principal [Member] | Accrued interest [Member] | Cashless Exercise of Warrants [Member] | Warrants at $0.2500 per share [Member] | Warrants at $0.2500 per share [Member] | Warrants at $0.5500 per share [Member] | Private Placement [Member] | Options at $1.46 [Member] | Options at $1.44 [Member] | Options at $1.90 [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Employee Stock Option [Member] | Subsequent Event [Member] | The Fresh Diet [Member] | The Fresh Diet [Member] | |||||||
Convertible Debt [Member] | Convertible Debt [Member] | Unvested Options [Member] | Share-based Compensation Award, Tranche One [Member] | Share-based Compensation Award, Tranche Two [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||||||
15. EQUITY (Details) [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock Issued, but not Outstanding | ' | 214,409 | ' | 214,409 | ' | 214,409 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | 1,235,000 | ' | ' | ' | ' | ' | ' | ' | ' | 1,585,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | ' | ' |
Shares Issued, Price Per Share (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.40 |
Stock Issued During Period, Value, New Issues (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1,585,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | $100,000 | ' | ' |
Common Stock, Shares Subscribed but Unissued | ' | 250,000 | ' | 250,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common Stock, Subscribed (in Dollars) | ' | 250,000 | ' | 250,000 | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stockholders' Equity, Other Shares | ' | ' | ' | 1,001,819 | ' | ' | ' | ' | 16,202 | 16,602 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | 17,248 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Issued for Services (in Dollars) | 17,593 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Warrant Exercises (in Dollars) | ' | ' | ' | 350,000 | ' | ' | ' | ' | ' | ' | 167,500 | 182,500 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Shares Issued | ' | ' | ' | 846,266 | 341,794 | ' | 482,332 | 363,936 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt Conversion, Converted Instrument, Amount (in Dollars) | ' | ' | ' | ' | ' | ' | 120,583 | 90,984 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | ' | 175,000 | 279,310 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, Other (in Dollars) | ' | ' | ' | 65,835 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, Acquisitions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 6,889,937 |
Stock Issued During Period, Value, Acquisitions (in Dollars) | ' | ' | ' | 14,000,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 9,645,912 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | 3,110,063 |
Stock Repurchased During Period, Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 85,950 |
Stock Repurchased During Period, Value (in Dollars) | ' | ' | ' | 60,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Number of Shares Held | ' | 400,304 | ' | 400,304 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Treasury Stock, Carrying Basis (in Dollars) | ' | 100,099 | ' | 100,099 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Rights Exercised | ' | ' | ' | 1,020,660 | ' | ' | ' | ' | ' | 18,841 | 670,000 | 331,819 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.25 | $0.25 | $0.55 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Class of Warrant or Rights Granted | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,124,120 | 1,247,370 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,124,120 | 1,247,370 | ' | ' | ' |
Share Price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.42 | $1.05 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | 205,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 | 15,000 | 15,000 | 75,000 | ' | 12,500 | 50,000 | ' | ' | ' | ' | ' |
Option exercise price (in Dollars per share) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $1.46 | $1.44 | $1.90 | $1.31 | ' | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | '4 years | '5 years | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 12,500 | ' | ' | ' | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 31-Dec-14 | 31-Dec-15 | 31-Dec-16 | ' | ' | ' | ' | ' |
Business Acquisition, Equity Interest Issued or Issuable, Value Assigned (in Dollars) | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 71,349 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Allocated Share-based Compensation Expense (in Dollars) | ' | $95,304 | $0 | $143,262 | $35,662 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
15_EQUITY_Details_Schedule_of_
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ' | ' |
Number of warrants outstanding | 4,798,469 | 5,819,129 |
Weighted average remaining contractual life | '2 years 292 days | ' |
Weighted average prices of warrants outstanding | 0.48 | 0.457 |
Number of warrants exercisable | 4,798,469 | ' |
Weighted average prices of warrants exercisable (in Dollars per share) | $0.48 | ' |
Warrants at $0.0100 per share [Member] | ' | ' |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ' | ' |
Exercise price (in Dollars per share) | $0.01 | ' |
Number of warrants outstanding | 700,000 | ' |
Weighted average remaining contractual life | '5 years 229 days | ' |
Weighted average prices of warrants outstanding | 0.01 | ' |
Number of warrants exercisable | 700,000 | ' |
Weighted average prices of warrants exercisable (in Dollars per share) | $0.01 | ' |
Warrants at $0.2500 per share [Member] | ' | ' |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ' | ' |
Exercise price (in Dollars per share) | $0.25 | ' |
Number of warrants outstanding | 94,783 | ' |
Weighted average remaining contractual life | '1 year 124 days | ' |
Weighted average prices of warrants outstanding | 0.25 | ' |
Number of warrants exercisable | 94,783 | ' |
Weighted average prices of warrants exercisable (in Dollars per share) | $0.25 | ' |
Warrants at $0.5500 per share [Member] | ' | ' |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ' | ' |
Exercise price (in Dollars per share) | $0.55 | ' |
Number of warrants outstanding | 1,175,281 | ' |
Weighted average remaining contractual life | '2 years 124 days | ' |
Weighted average prices of warrants outstanding | 0.55 | ' |
Number of warrants exercisable | 1,175,281 | ' |
Weighted average prices of warrants exercisable (in Dollars per share) | $0.55 | ' |
Warrants at $0.5750 per share [Member] | ' | ' |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ' | ' |
Exercise price (in Dollars per share) | $0.57 | ' |
Number of warrants outstanding | 2,828,405 | ' |
Weighted average remaining contractual life | '2 years 124 days | ' |
Weighted average prices of warrants outstanding | 0.575 | ' |
Number of warrants exercisable | 2,828,405 | ' |
Weighted average prices of warrants exercisable (in Dollars per share) | $0.57 | ' |
15_EQUITY_Details_Schedule_of_1
15. EQUITY (Details) - Schedule of warrant activity (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Schedule of warrant activity [Abstract] | ' |
Warrants outstanding at December 31, 2013 | 5,819,129 |
Warrants outstanding at December 31, 2013 | 0.457 |
Granted | 0 |
Granted (in Dollars per share) | $0 |
Exercised | -1,020,660 |
Exercised (in Dollars per share) | $0.35 |
Cancelled / Expired | 0 |
Cancelled / Expired (in Dollars per share) | $0 |
Warrants outstanding at September 30, 2014 | 4,798,469 |
Warrants outstanding at September 30, 2014 | 0.48 |
15_EQUITY_Details_Schedule_of_2
15. EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Dec. 31, 2013 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Number of options outstanding (in Shares) | 2,785,000 | 2,580,000 |
Weighted average remaining contractual life | '1 year 9 months | ' |
Weighted average exercise price of options outstanding | $0.59 | $0.54 |
Number of options exercisable (in Shares) | 2,080,000 | ' |
Weighted average exercise price of options exercisable | $0.52 | ' |
Options at $0.350 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.35 | ' |
Number of options outstanding (in Shares) | 1,240,000 | ' |
Weighted average remaining contractual life | '1 year | ' |
Weighted average exercise price of options outstanding | $0.35 | ' |
Number of options exercisable (in Shares) | 1,240,000 | ' |
Weighted average exercise price of options exercisable | $0.35 | ' |
Options at $0.38 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.38 | ' |
Number of options outstanding (in Shares) | 132,500 | ' |
Weighted average remaining contractual life | '69 days | ' |
Weighted average exercise price of options outstanding | $0.38 | ' |
Number of options exercisable (in Shares) | 132,500 | ' |
Weighted average exercise price of options exercisable | $0.38 | ' |
Options at $0.40 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.40 | ' |
Number of options outstanding (in Shares) | 275,000 | ' |
Weighted average remaining contractual life | '2 years 47 days | ' |
Weighted average exercise price of options outstanding | $0.40 | ' |
Number of options exercisable (in Shares) | 25,000 | ' |
Weighted average exercise price of options exercisable | $0.40 | ' |
Options at $0.45 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.45 | ' |
Number of options outstanding (in Shares) | 132,500 | ' |
Weighted average remaining contractual life | '124 days | ' |
Weighted average exercise price of options outstanding | $0.45 | ' |
Number of options exercisable (in Shares) | 132,500 | ' |
Weighted average exercise price of options exercisable | $0.45 | ' |
Options at $0.474 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.47 | ' |
Number of options outstanding (in Shares) | 132,500 | ' |
Weighted average remaining contractual life | '171 days | ' |
Weighted average exercise price of options outstanding | $0.47 | ' |
Number of options exercisable (in Shares) | 132,500 | ' |
Weighted average exercise price of options exercisable | $0.47 | ' |
Options at $0.480 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.48 | ' |
Number of options outstanding (in Shares) | 132,500 | ' |
Weighted average remaining contractual life | '219 days | ' |
Weighted average exercise price of options outstanding | $0.48 | ' |
Number of options exercisable (in Shares) | 132,500 | ' |
Weighted average exercise price of options exercisable | $0.48 | ' |
Options at $0.570 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $0.57 | ' |
Number of options outstanding (in Shares) | 225,000 | ' |
Weighted average remaining contractual life | '3 years 94 days | ' |
Weighted average exercise price of options outstanding | $0.57 | ' |
Number of options exercisable (in Shares) | 0 | ' |
Weighted average exercise price of options exercisable | ' | ' |
Options at $1.310 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $1.31 | ' |
Number of options outstanding (in Shares) | 75,000 | ' |
Weighted average remaining contractual life | '3 years 335 days | ' |
Weighted average exercise price of options outstanding | $1.31 | ' |
Number of options exercisable (in Shares) | 0 | ' |
Weighted average exercise price of options exercisable | ' | ' |
Options at $1.44 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $1.44 | ' |
Number of options outstanding (in Shares) | 15,000 | ' |
Weighted average remaining contractual life | '3 years 3 days | ' |
Weighted average exercise price of options outstanding | $1.44 | ' |
Number of options exercisable (in Shares) | 15,000 | ' |
Weighted average exercise price of options exercisable | $1.44 | ' |
Options at $1.46 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $1.46 | ' |
Number of options outstanding (in Shares) | 100,000 | ' |
Weighted average remaining contractual life | '3 years 9 months | ' |
Weighted average exercise price of options outstanding | $1.46 | ' |
Number of options exercisable (in Shares) | 100 | ' |
Weighted average exercise price of options exercisable | $1.46 | ' |
Options at $1.60 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $1.60 | ' |
Number of options outstanding (in Shares) | 310,000 | ' |
Weighted average remaining contractual life | '4 years 83 days | ' |
Weighted average exercise price of options outstanding | $1.60 | ' |
Number of options exercisable (in Shares) | 155,000 | ' |
Weighted average exercise price of options exercisable | $1.60 | ' |
Options at $1.90 [Member] | ' | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' | ' |
Exercise prices | $1.90 | ' |
Number of options outstanding (in Shares) | 15,000 | ' |
Weighted average remaining contractual life | '5 years 317 days | ' |
Weighted average exercise price of options outstanding | $1.90 | ' |
Number of options exercisable (in Shares) | 15,000 | ' |
Weighted average exercise price of options exercisable | $1.90 | ' |
15_EQUITY_Details_Schedule_of_3
15. EQUITY (Details) - Schedule of share-based compensation, stock options, activity (USD $) | 9 Months Ended |
Sep. 30, 2014 | |
Schedule of share-based compensation, stock options, activity [Abstract] | ' |
Options outstanding at December 31, 2013 | 2,580,000 |
Options outstanding at December 31, 2013 | $0.54 |
Granted | 205,000 |
Granted | $1.44 |
Exercised | 0 |
Exercised | $0 |
Cancelled / Expired | 0 |
Cancelled / Expired | $0 |
Options outstanding at September 30, 2014 | 2,785,000 |
Options outstanding at September 30, 2014 | $0.59 |
15_EQUITY_Details_Fair_Value_M
15. EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques (USD $) | 9 Months Ended | |
Sep. 30, 2014 | Sep. 30, 2013 | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Dividends (in Dollars) | $0 | $0 |
Risk-free interest rates | 0.37% | ' |
Term (years) | '4 years | ' |
Minimum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Volatility | 89.42% | 186.46% |
Risk-free interest rates | ' | 0.04% |
Term (years) | ' | '164 days |
Maximum [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Volatility | 189.71% | 189.28% |
Risk-free interest rates | ' | 0.37% |
Term (years) | ' | '4 years |
16_NONCONTROLLING_INTEREST_Det
16. NONCONTROLLING INTEREST (Details) - Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Abstract] | ' | ' | ' | ' |
Carrying value of noncontrolling interest acquired with the Fresh Diet Merger | ' | ' | $674 | ' |
Loss attributable to noncontrolling interest | 39,563 | 0 | 39,563 | 0 |
Ending balance of noncontrolling interest at September 30, 2014 | $40,237 | ' | $40,237 | ' |
17_SUBSEQUENT_EVENTS_Details
17. SUBSEQUENT EVENTS (Details) (Restricted Stock Units (RSUs) [Member], Subsequent Event [Member]) | 0 Months Ended |
Nov. 17, 2014 | |
Share-based Compensation Award, Tranche One [Member] | ' |
17. SUBSEQUENT EVENTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 300,000 |
Share-based Compensation Award, Tranche Two [Member] | ' |
17. SUBSEQUENT EVENTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 300,000 |
Share-based Compensation Award, Tranche Three [Member] | ' |
17. SUBSEQUENT EVENTS (Details) [Line Items] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Granted | 400,000 |