Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 10, 2017 | |
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 | 29,987,711 | |
Amendment Flag | false | |
Entity Central Index Key | 312,257 | |
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 | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 2,862,923 | $ 3,764,053 |
Accounts receivable net | 1,894,041 | 1,538,395 |
Inventory | 833,796 | 815,033 |
Other current assets | 70,033 | 55,393 |
Due from related parties | 0 | 0 |
Total current assets | 5,660,793 | 6,172,874 |
Property and equipment, net | 2,040,770 | 2,068,110 |
Investment | 201,525 | 208,983 |
Intangible assets, net | 1,604,617 | 707,684 |
Total assets | 9,507,705 | 9,157,651 |
Current liabilities | ||
Accounts payable and accrued liabilities | 2,104,414 | 3,119,533 |
Accrued liabilities - related parties | 65,000 | 65,000 |
Accrued interest | 629,909 | 626,873 |
Notes payable - related party, current portion | 0 | 164,650 |
Notes payable - current portion, net of discount | 1,480,729 | 1,424,432 |
Total current liabilities | 4,280,052 | 5,400,488 |
Contingent liability | 400,000 | 0 |
Other long-term liabilities | 200,000 | 0 |
Note payable - long term portion, net of discount | 1,025,734 | 1,137,811 |
Total liabilities | 5,905,786 | 6,538,299 |
Stockholders’ equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 28,645,594 and 25,301,816 shares issued, and 27,232,244 and 24,568,157 shares outstanding at March 31, 2017 and December 31, 2016, respectively | 2,862 | 2,528 |
Additional paid-in capital | 34,552,362 | 33,974,470 |
Treasury stock: 1,198,942 and 519,254 shares outstanding at March 31, 2017 and December 31, 2016, respectively | (505,245) | (174,949) |
Accumulated deficit | (30,448,060) | (31,182,697) |
Total stockholders’ equity | 3,601,919 | 2,619,352 |
Total liabilities and stockholders’ equity | $ 9,507,705 | $ 9,157,651 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 27,232,244 | 24,568,157 |
Common stock, shares issued | 28,645,594 | 25,301,816 |
Treasury stock, shares | 1,198,942 | 519,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenue | $ 9,485,164 | $ 8,015,341 |
Cost of goods sold | 6,434,232 | 5,670,738 |
Gross margin | 3,050,932 | 2,344,603 |
Selling, general and administrative expenses | 2,200,096 | 1,832,308 |
Total operating expenses | 2,200,096 | 1,832,308 |
Operating income | 850,836 | 512,295 |
Other (income) expense: | ||
Interest expense, net | 116,199 | 131,649 |
Total other (income) expense | 116,199 | 131,649 |
Net income (loss) before taxes | 734,637 | 380,646 |
Income tax expense | 0 | 0 |
Net income from continuing operations | 734,637 | 380,646 |
Net income from discontinued operations | 0 | 4,447,279 |
Consolidated net income | $ 734,637 | $ 4,827,925 |
Net income per share from continuing operations - basic (in Dollars per share) | $ 0.029 | $ 0.015 |
Net income per share from discontinued operations - basic (in Dollars per share) | 0.180 | |
Net income per share from continuing operations - diluted (in Dollars per share) | 0.026 | 0.015 |
Net income per share from discontinued operations - diluted (in Dollars per share) | $ 0.170 | |
Weighted average shares outstanding - basic (in Shares) | 25,707,164 | 24,687,589 |
Weighted average shares outstanding - diluted (in Shares) | 31,854,060 | 26,198,706 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income | $ 734,637 | $ 4,827,925 | |
Gain on sale of discontinued operations | 0 | (7,201,196) | |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | |||
Depreciation and amortization | 130,407 | 209,185 | |
Stock based compensation | 160,896 | 242,605 | |
Stock based compensation for TFD employees | 0 | 1,028,908 | |
Amortization of discount on notes payable | 92,509 | 92,509 | |
Allowance for doubtful accounts | 0 | 2,325 | |
Changes in assets and liabilities: | |||
Accounts receivable, net | (355,646) | 32,020 | |
Deferred revenue | 0 | 289,254 | |
Inventory and other current assets, net | (33,403) | 258,987 | |
Accounts payable and accrued expenses - related party | 0 | (116,018) | |
Accounts payable and accrued expenses | (1,097,421) | 775,686 | |
Due from related party | 0 | 110 | |
Net cash (used in) provided by operating activities | (368,021) | 442,300 | |
Cash flows from investing activities: | |||
Cash decrease due to sale of discontinued operations | 0 | (470,482) | |
Acquisition of property and equipment | 0 | (6,296) | |
Cash paid in the acquisition of Oasis | (300,000) | 0 | |
Net cash (used in) investing activities | (300,000) | (476,778) | |
Cash flows from financing activities: | |||
Purchase of stock options from employees | (34,925) | 0 | |
Common stock sold for exercise of warrants | 68,697 | 0 | |
Payments made on revolving credit facilities | 0 | (641,831) | |
Borrowings on revolving credit facilities | 0 | 805,959 | |
Purchase of treasury stock | (18,592) | 0 | |
Principal payments on debt | (246,008) | (691,416) | |
Principal payments capital leases | (2,281) | (8,094) | |
Net cash (used in) financing activities | (233,109) | (535,382) | |
(Decrease) in cash and cash equivalents | (901,130) | (569,860) | |
Cash and cash equivalents at beginning of period | 3,764,053 | 2,137,289 | $ 2,137,289 |
Cash and cash equivalents at end of period | 2,862,923 | 1,567,429 | 3,764,053 |
Cash and cash equivalents at end of period - discontinued operations | 0 | 491,969 | |
Cash paid during the period for: | |||
Interest | 96,318 | 48,250 | $ 96,318 |
Taxes | 0 | 0 | |
Non-cash financing and investing transactions: | |||
Common stock issued for conversion of note payable by related party | 164,650 | 0 | |
Note payable issued for acquisition | 100,000 | 0 | |
Equipment acquired under capital lease | $ 0 | $ 9,217 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 3 Months Ended |
Mar. 31, 2017 | |
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. (“Food Innovations” or “FII”), Food New Media Group, Inc. (“FNM”), Oasis Sales Corp. (“Oasis”), Organic Food Brokers, Inc. (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., The Haley Group, Inc. (“Haley”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and the other subsidiaries, the “Company” or “IVFH”) 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, 2016. 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 months ended March 31, 2017 are not necessarily indicative of the results of operations to be expected for the full year. Discontinued Operations On February 23, 2016, the Company consummated the sale of 90% of our ownership in The Fresh Diet (“FD”). As a result of the sale, the results of operations for all periods have been included in “Net income from discontinued operations” in our condensed consolidated statements of operations for the three months ended March 31, 2016. |
2. NATURE OF ACTIVITIES AND SIG
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, Food Innovations, Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer Packaged Goods (“CPG”) products through a variety of sales channels. Since its incorporation, the Company primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provide emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. 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 certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, 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. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity based instruments. 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. Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, Food Innovations, FNM, OFB, Oasis, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. All accounts of FD have been included under discontinued operations. All material intercompany transactions have been eliminated upon consolidation of these entities. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At March 31, 2017 and December 31, 2016, trade receivables from the Company’s largest customer amount to 51% and 44%, respectively, of total trade receivables. Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or 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. Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. Basic and Diluted Earnings Per Share Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) 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. Dilutive shares at March 31, 2017: Convertible notes and interest: At March 31, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $647,565 with accrued interest of $629,909 convertible at the rate of $0.25 per share into an aggregate of 5,109,896 shares of common stock. Warrants: At March 31, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At March 31, 2017, the Company had outstanding options for holders to purchase the following additional shares: 37,500 shares at a price of $3.50 per share; 30,000 shares at a price of $3.40 per share; 37,500 shares at a price of $2.50 per share; 20,000 shares at a price of $2.40 per share; 50,000 shares at a price of $2.00 per share; 190,000 shares at a price of $1.90 per share; 75,000 shares at a price of $1.70 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 50,000 shares at a price of $1.43 per share; 100,000 shares at a price of $1.42 per share; 150,000 shares at a price of $1.31 per share; 275,000 shares at a price of $0.57 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: During the three months ended March 31, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock units; see note 16. At March 31, 2017, there are no RSUs outstanding. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense of $0 and $237,667 related to recognition of RSUs during the three months ended March 31, 2017 and 2016, respectively. Restricted Stock Awards During the three months ended March 31,2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. During the three months ended March 31, 2017, the Company recognized expense of $120,104 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards. As the restricted stock awards were not in place during the three months ended March 31, 2016, there was no such cost during that period. Dilutive shares at March 31, 2016: Convertible notes and interest: At March 31, 2016, the Company had outstanding convertible notes payable in the aggregate principal amount of $812,215 with accrued interest of $617,567 convertible at the rate of $0.25 per share into an aggregate of 5,719,128 shares of common stock, and a convertible note payable in the amount of $100,000 convertible at the rate of $1.54 into 64,935 shares of common stock. Warrants: At March 31, 2016, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At March 31, 2016, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: At March 31, 2016, the Company has issued RSUs for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”). During the three months ended March 31, 2016, the Company issued 10,000 RSUs with a fair value of $4,000 to two board members for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Board RSUs were outstanding: a total of 370,000 RSUs were vested; 270,000 RSUs vest on July 1, 2016; and 270,000 RSUs vest on July 1, 2017. During the three months ended March 31, 2016, the Company issued 116,279 RSUs with a fair value of $75,000 to its President as a bonus for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. The Company also issued 64,520 RSUs to its President with a fair value of $75,633 for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. The Company also issued 83,807 RSUs to its Chief Executive Officer with a fair value of $46,917 for services performed in 2013; these RSUs were also accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Executive RSUs were outstanding: a total of 1,187,072 RSUs were vested; 75,000 RSUs will vest on May 1, 2016; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value. We recognized stock-based compensation expense of in a straight-line manner over the vesting period of the RSUs. During the three months ended March 31, 2016, the Company issued an aggregate of 128,341 RSUs with a fair value of $82,780 to four employees for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. Also during the three months ended March 31, 2016, the Company issued an aggregate of 52,193 RSUs with a fair value of $33,600 to two employees for services performed in 2013; these RSUs were accrued during the twelve months ended March 31, 2013. At March 31, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested. At March 31, 2016, the following FD RSUs were outstanding: A total of 600,000 RSUs were vested; 600,000 RSUs vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. During the three months ended March 31, 2016, pursuant to separation agreements with two FD employees, an aggregate of 300,000 RSUs were converted to common stock, and an additional 1,800,000 RSUs (400,000 vested and 1,400,000 unvested) were forfeited and cancelled. Also during the three months ended March 31, 2016, the Company charged to discontinued operations the amount $813,908 representing remaining book value of the unvested FD RSUs. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense (continuing operations) of $237,667 related to recognition of RSUs during the three months ended March 31, 2016. Significant Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the three months ended March 31, 2017, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
3. ACQUISITION
3. ACQUISITION | 3 Months Ended |
Mar. 31, 2017 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. ACQUISITION Pursuant to the Oasis Asset Purchase Agreement, effective January 1, 2017, the Company, through its wholly-owned subsidiary Oasis Sales Corp., purchased certain assets of Oasis Sales and Marketing, L.L.C., a California limited liability company. The purchase price was consisted of $300,000 cash; a two-year promissory note in the amount of $100,000, and a structured equity instrument (the “SEI”) in the amount of $200,000. In addition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date up to a maximum of $400,000 (“Earnout Payments”) . The SEI is recorded as Other Long Term Liabilities on the Company’s balance sheet at March 31, 2017. The SEI can be paid in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days. The Company believes it is likely that the Earnout Payments will be made, and accordingly has recorded the entire amount of $400,000 as a contingent liability on its balance sheet at March 31, 2017. The amount of $800,000 was allocated to customer lists, an intangible asset with a useful life of 60 months; and the amount of $200,000 was allocated to a non-compete agreement, an intangible assets with a useful life of 48 months. A total of $52,500 was amortized to operations during the three months ended March 31, 2017. The Company has presented preliminary estimates of the fair value of the intangible assets acquired. The Company is in the process of finalizing its review and evaluation of the related valuation assumptions supporting its fair value estimates of acquired intangible assets; therefore, the estimates used herein are subject to change. This may result in adjustments to the values presented. |
4. DISCONTINUED OPERATIONS
4. DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 4. DISCONTINUED OPERATIONS Effective February 23, 2016, the Company closed a transaction to sell 90% of our ownership in The Fresh Diet, Inc. (“FD”) to New Fresh Co., LLC, a Florida limited liability company controlled by the former founder of FD. The consideration to Innovative Food Holdings consisted primarily of a restructuring of our loans, which includes the ability to convert to additional amounts of FD under certain circumstances. Aside from any payments related to liabilities previously accrued by the Company, there were no other cash outflows related to the discontinued operations. During the twelve months ended December 31, 2016, the Company accrued the amount of $850,000 representing the amount due based on an agreement signed in 2017. The agreement involved the purchase of rights to 1,450,000 RSUs and the purchase of 642,688 shares of the Company’s common stock. During the three months ended March 31, 2017, the Company paid cash for liabilities related to discontinued operations in the amount of $1,230,497. The Company also retired 642,688 shares of the Company stock to treasury. ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on February 9, 2016. Additionally, the discontinued operations are comprised of the entirety of FD, excluding corporate services expenses. Lastly, for comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations. The following information presents the major classes of line items constituting the after-tax income from discontinued operations in the condensed consolidated statements of operations: For the Three Months Ended March 31, 2016 Revenue $ 2,389,950 Cost of goods sold 1,764,834 Gross margin 625,116 Selling, general and administrative expenses 3,368,213 Total operating expenses 3,368,213 Operating loss (2,743,097 ) Other (income) expense: Gain on sale of discontinued operations (7,201,196 ) Interest expense, net 10,820 Total other (income) expense (7,190,376 ) Income from discontinued operations, net of tax $ 4,447,279 The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: For the Three Months Ended March 31, 2016 Cash Flow: Major line items Depreciation and Amortization 39,509 Non-cash compensation 1,028,908 Purchase of equipment (6,296 ) Cash from revolving credit facilities 685,959 Payments made on revolving credit facilities (641,831 ) Principal payments made on notes payable (7,074 ) Principal payments made on capital leases (8,094 ) The components of the gain on sale and income from discontinued operations are as follows: February 22, 2016 Receivable due from buyer, net of reserve of $8,700,000 $ - Net proceeds from sale of assets and liabilities - Assets sold (6,225,073 ) Liabilities sold 13,426,269 Net liabilities sold 7,201,196 Gain on sale 7,201,196 Loss from discontinued operations before income tax (2,753,917 ) Income tax expense - Income from discontinued operations $ 4,447,279 |
5. ACCOUNTS RECEIVABLE
5. ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 5. ACCOUNTS RECEIVABLE At March 31, 2017 and December 31, 2016, accounts receivable consists of: March 31, 2017 December 31, 2016 Accounts receivable from customers $ 1,902,816 $ 1,546,518 Allowance for doubtful accounts (8,775 ) (8,123 ) Accounts receivable, net $ 1,894,041 $ 1,538,395 |
6. INVENTORY
6. INVENTORY | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 6. INVENTORY Inventory consists primarily of specialty food products. At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, 2017 December 31, 2016 Finished Goods Inventory $ 833,796 $ 815,033 |
7. PROPERTY AND EQUIPMENT
7. PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 7. PROPERTY AND EQUIPMENT The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135. The property consists of approximately 1.1 acres of land and approximately 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. On May 14, 2015, the Company purchased a building and property located at 2528 S. 27th Avenue, Broadview, Illinois 60155. The property consists of approximately 1.33 acres of land and approximately 28,711 square feet of combined office and warehouse space. The purchase price of $914,350 was initially financed primarily by a draw-down of $900,000 on the Company’s credit facility with Fifth Third Bank. On May 29, 2015, a permanent financing facility was provided by Fifth Third Bank in the form of a loan in the amount of $980,000. $900,000 of this amount was used to pay the balance of the credit facility; the additional $80,000 was used for refrigeration and other improvements at the property. The interest on the loan is at the LIBOR rate plus 3.0%. The building is used for office and warehouse space for the Company’s Artisan subsidiary. During the twelve months ended December 31, 2015, the Company paid a total of $474,301 for various building improvements, furniture, fixtures, and equipment related to this property. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when Artisan occupied the facility in October, 2015. A summary of property and equipment at March 31, 2017 and December 31, 2016, was as follows: March 31, 2017 December 31, 2016 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 466,177 466,177 Warehouse Equipment 226,953 226,953 Furniture, Fixtures 454,743 454,743 Vehicles 40,064 40,064 Total before accumulated depreciation 2,899,625 2,899,625 Less: accumulated depreciation (858,855 ) (831,515 ) Total $ 2,040,770 $ 2,068,110 Depreciation and amortization expense for property and equipment amounted to $27,340 and $36,359 for the three months ended March 31, 2017 and 2016, respectively. |
8. INVESTMENTS
8. INVESTMENTS | 3 Months Ended |
Mar. 31, 2017 | |
Investments Schedule [Abstract] | |
Investment [Text Block] | 8. INVESTMENTS The Company has made investments in certain early stage food related companies which it expects can benefit from synergies with the Company’s various operating businesses. At March 31, 2017, the Company has investments in three food related companies in the aggregate amount of $201,525. The Company does not have significant influence over the operations of the companies it invests in. |
9. INTANGIBLE ASSETS
9. INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 9. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisition of Artisan, Oasis (see note 3), and OFB, and the acquisition of certain assets of The Haley Group, LLC. The following is the net book value of these assets: March 31, 2017 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 444,000 (256,500 ) 187,500 Customer Relationships 1,930,994 (881,877 ) 1,049,117 Goodwill 151,000 - 151,000 Total $ 2,742,994 $ (1,138,377 ) $ 1,604,617 December 31, 2016 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (244,000 ) - Customer Relationships 1,130,994 (791,310 ) 339,684 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (1,035,310 ) $ 707,684 Total amortization expense charged to continuing operations for the three months ended March 31, 2017 and 2016 was $103,067 and $65,817, respectively. The trade names are not considered finite-lived assets, and are not being amortized. The non-compete agreements are being amortized over a period of 48 months. The customer relationships acquired in the Artisan, Haley, Oasis, and OFB transactions are being amortized over periods of 60, 36, 60, and 60 months, respectively. 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 2016 determined that there was no impairment to goodwill assets related to the Artisan and Haley transactions. |
10. ACCOUNTS PAYABLE AND ACCRUE
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 Trade payables $ 1,718,681 $ 1,547,603 Accrued costs of discontinued operations 248,390 1,478,887 Accrued payroll and commissions 137,343 93,043 Total $ 2,104,414 $ 3,119,533 At March 31, 2017 and December 31, 2016, accrued liabilities to related parties of $65,000 consisted of accrued bonus. |
11. ACCRUED INTEREST
11. ACCRUED INTEREST | 3 Months Ended |
Mar. 31, 2017 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 11. ACCRUED INTEREST At March 31, 2017, accrued interest was $629,909, convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,519,636 shares. During the three months ended March 31, 2017, the Company paid cash for interest in the aggregate amount of $22,029. At December 31, 2016, accrued interest was $626,873, convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,507,492 shares. During the twelve months ended December 31, 2016, the Company paid cash for interest in the aggregate amount of $96,318. |
12. REVOLVING CREDIT FACILITIES
12. REVOLVING CREDIT FACILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | 12. REVOLVING CREDIT FACILITIES March 31, 2017 December 31, 2016 Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. During the twelve months ended December 31, 2016, the Company made net borrowings in the amount of $120,000 from this facility, and transferred principal in the amount of $1,200,000 from this credit facility to a new term loan established with Fifth Third Bank. There was no activity on this credit facility during the three months ended March 31, 2017. $ - $ - Total $ - $ - |
13. NOTES PAYABLE AND NOTES PAY
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES March 31, 2017 December 31, 2016 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest is due on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended March 31, 2017, the Company made principal and interest payments on this loan in the amounts of $200,000 and $10,455, respectively. $ 714,033 $ 914,033 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 February 28, 2018. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $13,650 and $3,127, respectively 323,050 336,700 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,401, respectively. 800,333 824,833 A total of 17 convertible notes payable in the aggregate amount of $647,565 (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; however, the interest may be paid in cash by the Company and certain limited amounts of principle may also be prepaid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015, and 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. In March 2015 the notes were further extended to January 1, 2016. On September 30, 2015, the notes in the amount of $647,565 were further extended to July 1, 2017, and a discount in the amount of $647,565 was recorded to recognize the value of the beneficial conversion featured embedded in the extension of the term of the notes. During the three months ended March 31, 2017, $95,209 of this discount was charged to operations. During the three months ended March 31, 2017, the Company accrued interest in the amount of $3,036 on these notes. 647,565 647,565 Unsecured note to Sam Klepfish for $164,650 which may not be prepaid without Mr. Klepfish’s consent, originally carrying an interest rate of 8% per annum and no due date. As of July 1, 2014, the interest rate was reduced to 1.9% and as of November 17, 2014 the interest rate was further reduced to 0%. During the three months ended December 31, 2015, interest in the amount of $54,150 was capitalized, and the aggregate principal amount of $164,650 was extended to July 1, 2017. This note 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 March 31, 2017, the entire principal balance of this note in the amount of $164,650 was converted into 658,600 shares of the Company’s common stock. - 164,650 March 31, 2017 December 31, 2016 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended March 31, 2017, the Company made principal and interest payments on this note in the amounts of $7,858 and $736, respectively. 92,142 - Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $760 and $62, respectively. 5,018 5,778 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $1,521 and $216, respectively. 16,833 18,534 Total $ 2,598,974 $ 2,911,913 Less: Discount (92,511 ) (185,020 ) Net $ 2,506,463 $ 2,726,893 Current maturities, net of discount $ 1,480,729 $ 1,589,082 Long-term portion, net of discount 1,025,734 1,137,811 Total $ 2,506,463 $ 2,726,893 For the Three Months Ended March 31, 2017 2016 Discount on Notes Payable amortized to interest expense: $ 92,509 $ 92,509 At March 31, 2017 and December 31, 2016, the Company had unamortized discounts to notes payable in the aggregate amount of $92,511 and $185,020, respectively. Aggregate maturities of long-term notes payable as of March 31, 2017 are as follows: For the twelve months ended March 31, 2018 $ 1,573,239 2019 204,128 2020 156,024 2021 560,933 2022 54,600 Thereafter 50,050 Total $ 2,598,974 Beneficial Conversion Features 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 were considered discounts to the notes, to the extent the aggregate value of the warrants and conversion features did not exceed the face value of the notes. These discounts were amortized to interest expense via the effective interest method over the term of the notes. |
14. RELATED PARTY TRANSACTIONS
14. RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 14. RELATED PARTY TRANSACTIONS For the three months ended March 31, 2017: The Company cancelled RSUs held by its Chief Executive Officer representing 1,382,540 shares of common stock, of which 700,000 were unvested and 682,540 were vested. In place of the 682,540 vested cancelled RSUs, the Company issued a net amount of 586,586 shares of common stock. The remaining 95,954 shares of the 682,540 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 700,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 700,000 RSUs. See note 16. The Company cancelled RSUs held by its President representing 1,724,532 shares of common stock, of which 490,000 were unvested and 1,234,532 were vested. In place of the 1,234,532 vested cancelled RSUs, the Company issued a net amount of 928,027 shares of common stock. The remaining 306,505 shares of the 1,234,532 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 490,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 490,000 RSUs. See note 16. The Company cancelled RSUs held by its two of its Directors representing 545,000 shares of common stock, of which 180,000 were unvested and 365,000 were vested. In place of the 365,000 vested cancelled RSUs, the Company issued 365,000 shares of common stock. In addition, the 180,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 180,000 RSUs. See note 16. The Company’s Chief Executive Officer converted a note payable in the amount of $164,650 into 658,600 shares of common stock. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $9,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 140,000 shares of the Company’s common stock from its President for $13,400 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 87,500 shares of the Company’s common stock from its Principal Accounting Officer for $8,125 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. For the three months ended March 31, 2016: At December 31, 2015, the Company had an accrued liability in the amount of $160,150 representing an aggregate of 210,520 shares of common stock to be issued to officers, directors, and employees for services performed during 2013; during the three months ended March 31, 2016, the Company issued 210,520 RSUs in satisfaction of this liability. Also at December 31, 2015, the Company had an accrued liability in the amount of $157,780 representing 244,620 RSUs to be issued to officers and employees as a bonus for services performed in 2015; during the three months ended March 31, 2016, the Company issued an aggregate of 244,620 RSUs in satisfaction of this liability. |
15. COMMITMENTS AND CONTINGENT
15. COMMITMENTS AND CONTINGENT LIABILITIES | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 15. COMMITMENTS AND CONTINGENT LIABILITIES Contingent Liability Pursuant to the Oasis acquisition, 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 recorded the entire amount of $400,000 as a contingent liability on its balance sheet at acquisition. 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. |
16. EQUITY
16. EQUITY | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 16. EQUITY Common Stock At March 31, 2017 and December 31, 2016, a total of 1,376,350 and 733,659 shares, respectively, are deemed issued but not outstanding by the Company. Three months ended March 31, 2017: The Company issued 274,783 shares of common stock for cash of $68,697 pursuant to the exercise of warrants. The Company purchased options to purchase a total of 367,500 shares of common stock from two executive officers, and employee, and a board member for an aggregate $34,925 in cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company charged the amount of $34,925 to additional paid-in capital. The Company charged the amount of $120,104 to additional paid-in capital representing the vesting of restricted stock awards issued to officers. The Company issued 658,600 shares of common stock to its Chief Executive Officer for conversion of a note payable in the amount of $164,650. The Company issued a net amount of 2,410,392 shares of common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance) to employees, officers, and directors in satisfaction of the following obligations: vested RSUs representing 2,533,246 shares of common stock, and bonus shares and shares previously accrued representing 500,959 shares of common stock. The Company charged the amount of $33,453 to additional paid-in capital representing the value of these shares that had not been previously charged to operations. The Company retired to treasury 642,688 shares of common stock pursuant to an agreement signed to acquire those shares. The Company also retired to treasury an aggregate of 37,000 shares of common stock purchased on the open market for cash of $18,592. Three months ended March 31, 2016: The Company issued 25,000 shares of common stock with a fair value of $34,000 to a service provider. The value of these shares was accrued during the twelve months ended December 31, 2015. The Company issued an aggregate of 600,000 shares of common stock to an employee of The Fresh Diet pursuant to a separation agreement. These shares were issued as follows: 300,000 of these shares were issued for the exercise of RSUs held by the employee, and an additional 300,000 shares were charged to discontinued operations at the fair value of $147,000. The Company issued 133,333 shares of common stock to an employee of The Fresh Diet pursuant to an employee agreement. The fair value of these shares in the amount of $67,987 was charged to discontinued operations during the period. Warrants The following table summarizes the significant terms of warrants outstanding at March 31, 2017. 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: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.010 700,000 3.13 $ 0.010 700,000 $ 0.010 $ 0.550 448,010 0.25 $ 0.550 448,010 $ 0.550 $ 0.575 2,294,491 0.25 $ 0.575 2,294,491 $ 0.575 3,442,501 0.84 $ 0.457 3,442,501 $ 0.457 Transactions involving warrants are summarized as follows: Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2016 3,537,284 $ 0.451 Granted - - Exercised (94,783 ) $ 0.250 Cancelled / Expired - - Warrants outstanding at March 31, 2017 3,442,501 $ 0.457 Options The following table summarizes the options 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 1,170,000 0.41 $ 0.350 1,170,000 $ 0.35 $ 0.57 275,000 0.86 $ 0.570 275,000 $ 0.57 $ 1.31 150,000 1.42 $ 1.310 150,000 $ 1.31 $ 1.42 100,000 1.22 $ 1.420 100,000 $ 1.42 $ 1.43 50,000 1.75 $ 1.750 50,000 $ 1.75 $ 1.46 100,000 1.25 $ 1.460 100,000 $ 1.46 $ 1.60 310,000 0.76 $ 1.600 310,000 $ 1.60 $ 1.70 75,000 1.04 $ 1.700 75,000 $ 1.70 $ 1.90 190,000 2.10 $ 1.900 15,000 $ 1.90 $ 2.00 50,000 1.04 $ 2.000 50,000 $ 2.00 $ 2.40 20,000 1.17 $ 2.400 20,000 $ 2.40 $ 2.50 37,500 1.04 $ 2.500 37,500 $ 1.04 $ 3.40 30,000 1.17 $ 3.400 30,000 $ 3.40 $ 3.50 37,500 1.04 $ 3.500 37,500 $ 3.500 2,595,000 0.84 $ 0.995 2,445,000 $ 0.995 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2016 2,445,000 $ 1.005 Granted 650,000 $ 1.731 Exercised - $ - Cancelled / Expired (500,000 ) $ 2.000 Options outstanding at March 31, 2017 2,595,000 $ 0.995 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2017 and 2016 was $583,500 and $313,730, 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 $0.65 and $0.55 as of March 31, 2017 and 2016, respectively, and the exercise price multiplied by the number of options outstanding. During the three months ended March 31, 2017, and 2016 the Company charged a total of $7,339 and $4,938, 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: March 31, 2017 Volatility 56.9 % Dividends $ - Risk-free interest rates 0.87 % Term (years) 0.78-2.44 Restricted Stock Units (“RSUs”) During the three months ended March 31, 2017, the Company cancelled all of its outstanding RSUs and issued the following: For vested RSUs representing 3,104,205 shares of common stock, the Company issued a net amount of 2,410,392 shares of restricted common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance); for unvested RSUs representing 1,370,000 shares of common stock, the Company issued 1,370,000 shares of restricted common stock under the same terms as the cancelled RSUs. 1,070,000 of the restricted stock awards will vest on June 30, 2017, the same date at which the RSUs which they replaced would have vested. The remaining 300,000 restricted stock awards vesting is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs. The Company charged the amount of $120,104 to operations during the three months ended March 31, 2017 representing the amortization of the cost of these restricted stock awards. The $120,104 charged to operations is the same amount that the Company would have charged for the RSUs that were cancelled had they not been cancelled. RSUs expense during the three months ended March 31, 2017 and 2016 are summarized in the table below: March 31, 2017 2016 RSUs expense – Continuing operations $ - $ 237,667 RSUs expense – Discontinued operations - 813,908 Total $ - $ 1,051,575 |
17. SUBSEQUENT EVENTS
17. SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 17. SUBSEQUENT EVENTS In April 2017, a former board member exercised options to purchase 100,000 shares of common stock at a price of $0.35 per share. The Company expects to issue these shares in May 2017. In April 2017, the Company issued 70,000 shares of common stock with a fair value of $33,600 to an employee as a bonus. In April and May 2017, the Company issued 2,685,467 shares of common stock to investors for the conversion of principal and accrued interest on notes payable in the amounts of $146,377 and $524,990, respectively. In May 2017, the Company purchased options to purchase a total of 400,000 shares of common stock from four board members (100,000 from each board member) for an aggregate of $96,000 in cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. In May 2017, the Company extended term of options held by a former board member to purchase 100,000 shares of comment stock for a period of 46 days. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan, Food Innovations, Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”). Overall, our business activities are focused around the distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer Packaged Goods (“CPG”) products through a variety of sales channels. Since its incorporation, the Company primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, within 24 – 72 hours, with the freshest origin-specific perishable, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing specialty food e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and provide emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. |
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 certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, 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. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity based instruments. 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. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, Food Innovations, FNM, OFB, Oasis, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. All accounts of FD have been included under discontinued operations. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At March 31, 2017 and December 31, 2016, trade receivables from the Company’s largest customer amount to 51% and 44%, respectively, of total trade receivables. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or 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. |
Cost of Sales, Policy [Policy Text Block] | Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) 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. Dilutive shares at March 31, 2017: Convertible notes and interest: At March 31, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $647,565 with accrued interest of $629,909 convertible at the rate of $0.25 per share into an aggregate of 5,109,896 shares of common stock. Warrants: At March 31, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At March 31, 2017, the Company had outstanding options for holders to purchase the following additional shares: 37,500 shares at a price of $3.50 per share; 30,000 shares at a price of $3.40 per share; 37,500 shares at a price of $2.50 per share; 20,000 shares at a price of $2.40 per share; 50,000 shares at a price of $2.00 per share; 190,000 shares at a price of $1.90 per share; 75,000 shares at a price of $1.70 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 50,000 shares at a price of $1.43 per share; 100,000 shares at a price of $1.42 per share; 150,000 shares at a price of $1.31 per share; 275,000 shares at a price of $0.57 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: During the three months ended March 31, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock units; see note 16. At March 31, 2017, there are no RSUs outstanding. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense of $0 and $237,667 related to recognition of RSUs during the three months ended March 31, 2017 and 2016, respectively. Restricted Stock Awards During the three months ended March 31,2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. During the three months ended March 31, 2017, the Company recognized expense of $120,104 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards. As the restricted stock awards were not in place during the three months ended March 31, 2016, there was no such cost during that period. Dilutive shares at March 31, 2016: Convertible notes and interest: At March 31, 2016, the Company had outstanding convertible notes payable in the aggregate principal amount of $812,215 with accrued interest of $617,567 convertible at the rate of $0.25 per share into an aggregate of 5,719,128 shares of common stock, and a convertible note payable in the amount of $100,000 convertible at the rate of $1.54 into 64,935 shares of common stock. Warrants: At March 31, 2016, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At March 31, 2016, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: At March 31, 2016, the Company has issued RSUs for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”). During the three months ended March 31, 2016, the Company issued 10,000 RSUs with a fair value of $4,000 to two board members for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Board RSUs were outstanding: a total of 370,000 RSUs were vested; 270,000 RSUs vest on July 1, 2016; and 270,000 RSUs vest on July 1, 2017. During the three months ended March 31, 2016, the Company issued 116,279 RSUs with a fair value of $75,000 to its President as a bonus for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. The Company also issued 64,520 RSUs to its President with a fair value of $75,633 for services performed in 2013; these RSUs were accrued during the twelve months ended December 31, 2013. The Company also issued 83,807 RSUs to its Chief Executive Officer with a fair value of $46,917 for services performed in 2013; these RSUs were also accrued during the twelve months ended December 31, 2013. At March 31, 2016, the following Executive RSUs were outstanding: a total of 1,187,072 RSUs were vested; 75,000 RSUs will vest on May 1, 2016; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value. We recognized stock-based compensation expense of in a straight-line manner over the vesting period of the RSUs. During the three months ended March 31, 2016, the Company issued an aggregate of 128,341 RSUs with a fair value of $82,780 to four employees for services performed in 2015; these RSUs were accrued during the twelve months ended December 31, 2015. Also during the three months ended March 31, 2016, the Company issued an aggregate of 52,193 RSUs with a fair value of $33,600 to two employees for services performed in 2013; these RSUs were accrued during the twelve months ended March 31, 2013. At March 31, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested. At March 31, 2016, the following FD RSUs were outstanding: A total of 600,000 RSUs were vested; 600,000 RSUs vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. During the three months ended March 31, 2016, pursuant to separation agreements with two FD employees, an aggregate of 300,000 RSUs were converted to common stock, and an additional 1,800,000 RSUs (400,000 vested and 1,400,000 unvested) were forfeited and cancelled. Also during the three months ended March 31, 2016, the Company charged to discontinued operations the amount $813,908 representing remaining book value of the unvested FD RSUs. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense (continuing operations) of $237,667 related to recognition of RSUs during the three months ended March 31, 2016. |
New Accounting Pronouncements, Policy [Policy Text Block] | Significant Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management reviewed currently issued pronouncements during the three months ended March 31, 2017, and does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the accompanying condensed financial statements. |
4. DISCONTINUED OPERATIONS (Tab
4. DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Gain (Loss) on Sale of Business [Member] | |
4. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The components of the gain on sale and income from discontinued operations are as follows: February 22, 2016 Receivable due from buyer, net of reserve of $8,700,000 $ - Net proceeds from sale of assets and liabilities - Assets sold (6,225,073 ) Liabilities sold 13,426,269 Net liabilities sold 7,201,196 Gain on sale 7,201,196 Loss from discontinued operations before income tax (2,753,917 ) Income tax expense - Income from discontinued operations $ 4,447,279 |
Statements of Income (Loss) [Member] | |
4. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting the after-tax income from discontinued operations in the condensed consolidated statements of operations: For the Three Months Ended March 31, 2016 Revenue $ 2,389,950 Cost of goods sold 1,764,834 Gross margin 625,116 Selling, general and administrative expenses 3,368,213 Total operating expenses 3,368,213 Operating loss (2,743,097 ) Other (income) expense: Gain on sale of discontinued operations (7,201,196 ) Interest expense, net 10,820 Total other (income) expense (7,190,376 ) Income from discontinued operations, net of tax $ 4,447,279 |
Statement of Cash Flows [Member] | |
4. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: For the Three Months Ended March 31, 2016 Cash Flow: Major line items Depreciation and Amortization 39,509 Non-cash compensation 1,028,908 Purchase of equipment (6,296 ) Cash from revolving credit facilities 685,959 Payments made on revolving credit facilities (641,831 ) Principal payments made on notes payable (7,074 ) Principal payments made on capital leases (8,094 ) |
5. ACCOUNTS RECEIVABLE (Tables)
5. ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At March 31, 2017 and December 31, 2016, accounts receivable consists of: March 31, 2017 December 31, 2016 Accounts receivable from customers $ 1,902,816 $ 1,546,518 Allowance for doubtful accounts (8,775 ) (8,123 ) Accounts receivable, net $ 1,894,041 $ 1,538,395 |
6. INVENTORY (Tables)
6. INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | At March 31, 2017 and December 31, 2016, inventory consisted of the following: March 31, 2017 December 31, 2016 Finished Goods Inventory $ 833,796 $ 815,033 |
7. PROPERTY AND EQUIPMENT (Tabl
7. PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment at March 31, 2017 and December 31, 2016, was as follows: March 31, 2017 December 31, 2016 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 466,177 466,177 Warehouse Equipment 226,953 226,953 Furniture, Fixtures 454,743 454,743 Vehicles 40,064 40,064 Total before accumulated depreciation 2,899,625 2,899,625 Less: accumulated depreciation (858,855 ) (831,515 ) Total $ 2,040,770 $ 2,068,110 |
9. INTANGIBLE ASSETS (Tables)
9. INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: March 31, 2017 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 444,000 (256,500 ) 187,500 Customer Relationships 1,930,994 (881,877 ) 1,049,117 Goodwill 151,000 - 151,000 Total $ 2,742,994 $ (1,138,377 ) $ 1,604,617 December 31, 2016 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (244,000 ) - Customer Relationships 1,130,994 (791,310 ) 339,684 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (1,035,310 ) $ 707,684 |
10. ACCOUNTS PAYABLE AND ACCR29
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at March 31, 2017 and December 31, 2016 are as follows: March 31, 2017 December 31, 2016 Trade payables $ 1,718,681 $ 1,547,603 Accrued costs of discontinued operations 248,390 1,478,887 Accrued payroll and commissions 137,343 93,043 Total $ 2,104,414 $ 3,119,533 |
12. REVOLVING CREDIT FACILITI30
12. REVOLVING CREDIT FACILITIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | March 31, 2017 December 31, 2016 Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. During the twelve months ended December 31, 2016, the Company made net borrowings in the amount of $120,000 from this facility, and transferred principal in the amount of $1,200,000 from this credit facility to a new term loan established with Fifth Third Bank. There was no activity on this credit facility during the three months ended March 31, 2017. $ - $ - Total $ - $ - |
13. NOTES PAYABLE AND NOTES P31
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, 2017 December 31, 2016 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest is due on the maturity date of February 5, 2018. During the twelve months ended December 31, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended March 31, 2017, the Company made principal and interest payments on this loan in the amounts of $200,000 and $10,455, respectively. $ 714,033 $ 914,033 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 February 28, 2018. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $13,650 and $3,127, respectively 323,050 336,700 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended March 31, 2017, the Company made payments of principal and interest on this note in the amounts of $24,500 and $7,401, respectively. 800,333 824,833 A total of 17 convertible notes payable in the aggregate amount of $647,565 (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; however, the interest may be paid in cash by the Company and certain limited amounts of principle may also be prepaid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015, and 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. In March 2015 the notes were further extended to January 1, 2016. On September 30, 2015, the notes in the amount of $647,565 were further extended to July 1, 2017, and a discount in the amount of $647,565 was recorded to recognize the value of the beneficial conversion featured embedded in the extension of the term of the notes. During the three months ended March 31, 2017, $95,209 of this discount was charged to operations. During the three months ended March 31, 2017, the Company accrued interest in the amount of $3,036 on these notes. 647,565 647,565 Unsecured note to Sam Klepfish for $164,650 which may not be prepaid without Mr. Klepfish’s consent, originally carrying an interest rate of 8% per annum and no due date. As of July 1, 2014, the interest rate was reduced to 1.9% and as of November 17, 2014 the interest rate was further reduced to 0%. During the three months ended December 31, 2015, interest in the amount of $54,150 was capitalized, and the aggregate principal amount of $164,650 was extended to July 1, 2017. This note 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 March 31, 2017, the entire principal balance of this note in the amount of $164,650 was converted into 658,600 shares of the Company’s common stock. - 164,650 March 31, 2017 December 31, 2016 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended March 31, 2017, the Company made principal and interest payments on this note in the amounts of $7,858 and $736, respectively. 92,142 - Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $760 and $62, respectively. 5,018 5,778 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended March 31, 2017, the Company made principal and interest payments on this lease obligation in the amounts of $1,521 and $216, respectively. 16,833 18,534 Total $ 2,598,974 $ 2,911,913 Less: Discount (92,511 ) (185,020 ) Net $ 2,506,463 $ 2,726,893 Current maturities, net of discount $ 1,480,729 $ 1,589,082 Long-term portion, net of discount 1,025,734 1,137,811 Total $ 2,506,463 $ 2,726,893 |
Schedule of Debt Discount Amortization Expense [Table Text Block] | For the Three Months Ended March 31, 2017 2016 Discount on Notes Payable amortized to interest expense: $ 92,509 $ 92,509 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of March 31, 2017 are as follows: 2018 $ 1,573,239 2019 204,128 2020 156,024 2021 560,933 2022 54,600 Thereafter 50,050 Total $ 2,598,974 |
16. EQUITY (Tables)
16. EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
16. EQUITY (Tables) [Line Items] | |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | These warrants were granted as part of a financing agreement: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.010 700,000 3.13 $ 0.010 700,000 $ 0.010 $ 0.550 448,010 0.25 $ 0.550 448,010 $ 0.550 $ 0.575 2,294,491 0.25 $ 0.575 2,294,491 $ 0.575 3,442,501 0.84 $ 0.457 3,442,501 $ 0.457 |
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, 2016 3,537,284 $ 0.451 Granted - - Exercised (94,783 ) $ 0.250 Cancelled / Expired - - Warrants outstanding at March 31, 2017 3,442,501 $ 0.457 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes the options 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 1,170,000 0.41 $ 0.350 1,170,000 $ 0.35 $ 0.57 275,000 0.86 $ 0.570 275,000 $ 0.57 $ 1.31 150,000 1.42 $ 1.310 150,000 $ 1.31 $ 1.42 100,000 1.22 $ 1.420 100,000 $ 1.42 $ 1.43 50,000 1.75 $ 1.750 50,000 $ 1.75 $ 1.46 100,000 1.25 $ 1.460 100,000 $ 1.46 $ 1.60 310,000 0.76 $ 1.600 310,000 $ 1.60 $ 1.70 75,000 1.04 $ 1.700 75,000 $ 1.70 $ 1.90 190,000 2.10 $ 1.900 15,000 $ 1.90 $ 2.00 50,000 1.04 $ 2.000 50,000 $ 2.00 $ 2.40 20,000 1.17 $ 2.400 20,000 $ 2.40 $ 2.50 37,500 1.04 $ 2.500 37,500 $ 1.04 $ 3.40 30,000 1.17 $ 3.400 30,000 $ 3.40 $ 3.50 37,500 1.04 $ 3.500 37,500 $ 3.500 2,595,000 0.84 $ 0.995 2,445,000 $ 0.995 |
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, 2016 2,445,000 $ 1.005 Granted 650,000 $ 1.731 Exercised - $ - Cancelled / Expired (500,000 ) $ 2.000 Options outstanding at March 31, 2017 2,595,000 $ 0.995 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | RSUs expense during the three months ended March 31, 2017 and 2016 are summarized in the table below: March 31, 2017 2016 RSUs expense – Continuing operations $ - $ 237,667 RSUs expense – Discontinued operations - 813,908 Total $ - $ 1,051,575 |
Warrant [Member] | |
16. EQUITY (Tables) [Line Items] | |
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: March 31, 2017 Volatility 56.9 % Dividends $ - Risk-free interest rates 0.87 % Term (years) 0.78-2.44 |
1. BASIS OF PRESENTATION (Detai
1. BASIS OF PRESENTATION (Details) | Feb. 23, 2016 |
The Fresh Diet [Member] | |
1. BASIS OF PRESENTATION (Details) [Line Items] | |
Sale of Stock, Percentage of Ownership before Transaction | 90.00% |
2. NATURE OF ACTIVITIES AND S34
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | |
Share-based Compensation (in Dollars) | $ 0 | $ 1,028,908 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 658,600 | ||
Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation (in Dollars) | $ 0 | $ 237,667 | |
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,410,392 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 4,000 | ||
Number of Directors | 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 1,187,072 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value | ||
Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2013 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 210,520 | ||
Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 600,000 | ||
Number of Employees | 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,800,000 | ||
Restricted Stock [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation (in Dollars) | $ 120,104 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 1,370,000 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,370,000 | ||
Discontinued Operations [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation (in Dollars) | $ 813,908 | ||
Continuing Operations [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation (in Dollars) | $ 237,667 | ||
Accounts Receivable [Member] | Credit Concentration Risk [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 51.00% | 44.00% | |
Director [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Number of Directors | 2 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 545,000 | ||
Director [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 370,000 | ||
President [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 116,279 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 75,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,724,532 | ||
President [Member] | Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2013 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 64,520 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 75,633 | ||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 83,807 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 46,917 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,382,540 | ||
Non-Executive Employees [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 128,341 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 82,780 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 251,174 | ||
Number of Employees | 4 | ||
Non-Executive Employees [Member] | Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2013 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 52,193 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value (in Dollars) | $ 33,600 | ||
Number of Employees | 2 | ||
Warrant [Member] | Warrants at $0.5750 per share [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,294,491 | 2,294,491 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.575 | $ 0.575 | |
Warrant [Member] | Warrants at $0.5500 per share [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 448,010 | 448,010 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.55 | $ 0.55 | |
Warrant [Member] | Warrants at $0.0100 per share [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 700,000 | 700,000 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | $ 0.01 | |
Warrant [Member] | Warrants at $0.2500 per share [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 94,783 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.25 | ||
Employee Stock Option [Member] | Options at $3.50 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,500 | ||
Option exercise price (in Dollars per share) | $ 3.50 | ||
Employee Stock Option [Member] | Options at $3.40 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 30,000 | 30,000 | |
Option exercise price (in Dollars per share) | $ 3.40 | $ 3.40 | |
Employee Stock Option [Member] | Options at $2.50 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 37,500 | ||
Option exercise price (in Dollars per share) | $ 2.50 | ||
Employee Stock Option [Member] | Options at $2.40 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 20,000 | 20,000 | |
Option exercise price (in Dollars per share) | $ 2.40 | $ 2.40 | |
Employee Stock Option [Member] | Options at $2.00 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,000 | 500,000 | |
Option exercise price (in Dollars per share) | $ 2 | $ 2 | |
Employee Stock Option [Member] | Options at $1.90 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 190,000 | 15,000 | |
Option exercise price (in Dollars per share) | $ 1.90 | $ 1.90 | |
Employee Stock Option [Member] | Options at $1.70 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 75,000 | ||
Option exercise price (in Dollars per share) | $ 1.70 | ||
Employee Stock Option [Member] | Options at $1.60 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 310,000 | 310,000 | |
Option exercise price (in Dollars per share) | $ 1.60 | $ 1.60 | |
Employee Stock Option [Member] | Options at $1.46 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | 100,000 | |
Option exercise price (in Dollars per share) | $ 1.46 | $ 1.46 | |
Employee Stock Option [Member] | Options at $1.43 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 50,000 | ||
Option exercise price (in Dollars per share) | $ 1.43 | ||
Employee Stock Option [Member] | Options at $1.42 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 100,000 | ||
Option exercise price (in Dollars per share) | $ 1.42 | ||
Employee Stock Option [Member] | Options at $1.31 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 150,000 | 75,000 | |
Option exercise price (in Dollars per share) | $ 1.31 | $ 1.31 | |
Employee Stock Option [Member] | Options at $0.570 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 275,000 | 225,000 | |
Option exercise price (in Dollars per share) | $ 0.57 | $ 0.57 | |
Employee Stock Option [Member] | Options at $0.350 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,170,000 | 1,170,000 | |
Option exercise price (in Dollars per share) | $ 0.35 | $ 0.35 | |
Employee Stock Option [Member] | Options at $1.44 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 15,000 | ||
Option exercise price (in Dollars per share) | $ 1.44 | ||
Employee Stock Option [Member] | Options at $0.480 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,500 | ||
Option exercise price (in Dollars per share) | $ 0.48 | ||
Employee Stock Option [Member] | Options at $0.474 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,500 | ||
Option exercise price (in Dollars per share) | $ 0.474 | ||
Employee Stock Option [Member] | Options at $0.45 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,500 | ||
Option exercise price (in Dollars per share) | $ 0.45 | ||
Employee Stock Option [Member] | Options at $0.40 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 275,000 | ||
Option exercise price (in Dollars per share) | $ 0.40 | ||
Employee Stock Option [Member] | Options at $0.38 [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 92,500 | ||
Option exercise price (in Dollars per share) | $ 0.38 | ||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 75,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | May 1, 2016 | ||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 600,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,070,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jun. 30, 2017 | ||
Share-based Compensation Award, Tranche One [Member] | Director [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 270,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2016 | ||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 600,000 | ||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 800,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs | ||
Share-based Compensation Award, Tranche Two [Member] | Director [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 270,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 800,000 | ||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | Warrants at $0.2500 per share [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 125,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days | ||
Share-based Compensation Award, Tranche Five [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 175,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days | ||
Vested Awards [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 400,000 | ||
Vested Awards [Member] | Director [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 365,000 | ||
Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,234,532 | ||
Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 682,540 | ||
Non-Vested Awards [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,400,000 | ||
Non-Vested Awards [Member] | Director [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 180,000 | ||
Non-Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 490,000 | ||
Non-Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 700,000 | ||
Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,109,896 | 5,719,128 | |
Convertible Notes at $1.54 [Member] | Convertible Debt Securities [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 100,000 | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1.54 | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 64,935 | ||
Principal [Member] | Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 647,565 | $ 812,215 | |
Accrued interest [Member] | Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Debt Instrument, Face Amount (in Dollars) | $ 629,909 | $ 617,567 |
3. ACQUISITION (Details)
3. ACQUISITION (Details) - USD ($) | Jan. 01, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 |
3. ACQUISITION (Details) [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 0 | $ 470,482 | ||
Finite-Lived Intangible Assets, Gross | 2,742,994 | $ 1,742,994 | ||
Amortization of Intangible Assets | 103,067 | $ 65,817 | ||
Oasis Sales and Marketing, LLC [Member] | ||||
3. ACQUISITION (Details) [Line Items] | ||||
Payments to Acquire Businesses, Gross | $ 300,000 | |||
Business Combination, Consideration Transferred, Liabilities Incurred | 100,000 | |||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | $ 200,000 | |||
Other Liabilities, Noncurrent | 200,000 | |||
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 up to a maximum of $400,000 | |||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 400,000 | 400,000 | ||
Business Acquisition, Equity Interest Issued or Issuable, Description | The SEI can be paid in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days | |||
Business Combination, Contingent Consideration, Liability | 400,000 | |||
Amortization of Intangible Assets | $ 52,500 | |||
Customer Lists [Member] | Oasis Sales and Marketing, LLC [Member] | ||||
3. ACQUISITION (Details) [Line Items] | ||||
Finite-Lived Noncompete Agreements, Gross | $ 800,000 | |||
Finite-Lived Intangible Asset, Useful Life | 60 months | |||
Noncompete Agreements [Member] | ||||
3. ACQUISITION (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||
Finite-Lived Intangible Assets, Gross | $ 444,000 | $ 244,000 | ||
Noncompete Agreements [Member] | Oasis Sales and Marketing, LLC [Member] | ||||
3. ACQUISITION (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||
Finite-Lived Intangible Assets, Gross | $ 200,000 |
4. DISCONTINUED OPERATIONS (Det
4. DISCONTINUED OPERATIONS (Details) - USD ($) | Feb. 23, 2016 | Feb. 28, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
4. DISCONTINUED OPERATIONS (Details) [Line Items] | ||||
Treasury Stock, Shares, Retired | 642,688 | |||
The Fresh Diet [Member] | ||||
4. DISCONTINUED OPERATIONS (Details) [Line Items] | ||||
Sale of Stock, Percentage of Ownership before Transaction | 90.00% | |||
Due to Employees (in Dollars) | $ 850,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Other Increases (Decreases) in Period | 1,450,000 | |||
Stock Repurchased During Period, Shares | 642,688 | |||
Payments for Other Operating Activities (in Dollars) | $ 1,230,497 | |||
Treasury Stock, Shares, Retired | 642,688 |
4. DISCONTINUED OPERATIONS (De
4. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - The Fresh Diet [Member] - USD ($) | Feb. 22, 2016 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Revenue | $ 2,389,950 | |
Cost of goods sold | 1,764,834 | |
Gross margin | 625,116 | |
Selling, general and administrative expenses | 3,368,213 | |
Total operating expenses | 3,368,213 | |
Operating loss | (2,743,097) | |
Other (income) expense: | ||
Gain on sale of discontinued operations | (7,201,196) | |
Interest expense, net | 10,820 | |
Total other (income) expense | (7,190,376) | |
Income from discontinued operations, net of tax | $ 4,447,279 | $ 4,447,279 |
4. DISCONTINUED OPERATIONS (38
4. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - The Fresh Diet [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
2,016 | |
Depreciation and Amortization | $ 39,509 |
Non-cash compensation | 1,028,908 |
Purchase of equipment | (6,296) |
Cash from revolving credit facilities | 685,959 |
Payments made on revolving credit facilities | (641,831) |
Principal payments made on notes payable | (7,074) |
Principal payments made on capital leases | $ (8,094) |
4. DISCONTINUED OPERATIONS (39
4. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($) | Feb. 22, 2016 | Mar. 31, 2017 | Mar. 31, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Gain on sale | $ 0 | $ (7,201,196) | |
The Fresh Diet [Member] | |||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Receivable due from buyer, net of reserve of $8,700,000 | $ 0 | ||
Net proceeds from sale of assets and liabilities | 0 | ||
Assets sold | (6,225,073) | ||
Liabilities sold | 13,426,269 | ||
Net liabilities sold | 7,201,196 | ||
Gain on sale | 7,201,196 | ||
Loss from discontinued operations before income tax | (2,753,917) | ||
Income tax expense | 0 | ||
Income from discontinued operations | $ 4,447,279 | $ 4,447,279 |
4. DISCONTINUED OPERATIONS (40
4. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations (Parentheticals) | Feb. 22, 2016USD ($) |
The Fresh Diet [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Receivable due from buyer, reserve | $ 8,700,000 |
5. ACCOUNTS RECEIVABLE (Details
5. ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 1,902,816 | $ 1,546,518 |
Allowance for doubtful accounts | (8,775) | (8,123) |
Accounts receivable, net | $ 1,894,041 | $ 1,538,395 |
6. INVENTORY (Details) - Schedu
6. INVENTORY (Details) - Schedule of Inventory - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Inventory [Abstract] | ||
Finished Goods Inventory | $ 833,796 | $ 815,033 |
7. PROPERTY AND EQUIPMENT (Deta
7. PROPERTY AND EQUIPMENT (Details) | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Mar. 31, 2017USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2015USD ($) |
7. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||
Proceeds from Lines of Credit | $ 0 | $ 805,959 | |||
Repayments of Lines of Credit | 0 | 641,831 | |||
Payments to Acquire Property, Plant, and Equipment | 0 | 6,296 | |||
Depreciation | $ 27,340 | $ 36,359 | |||
Land and Building [Member] | |||||
7. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||
Area of Land (in Acres) | a | 1.33 | 1.1 | |||
Area of Real Estate Property (in Square Feet) | ft² | 28,711 | 10,000 | |||
Property, Plant and Equipment, Additions | $ 914,350 | $ 792,758 | |||
Proceeds from Lines of Credit | 900,000 | ||||
Debt Instrument, Face Amount | 980,000 | ||||
Repayments of Lines of Credit | 900,000 | ||||
Leasehold Improvements [Member] | |||||
7. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||
Property, Plant and Equipment, Additions | $ 80,000 | ||||
Payments to Acquire Property, Plant, and Equipment | $ 474,301 | ||||
London Interbank Offered Rate (LIBOR) [Member] | Land and Building [Member] | |||||
7. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
7. PROPERTY AND EQUIPMENT (De44
7. PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,899,625 | $ 2,899,625 |
Less: accumulated depreciation | (858,855) | (831,515) |
Total | 2,040,770 | 2,068,110 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 385,523 | 385,523 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,326,165 | 1,326,165 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 466,177 | 466,177 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 226,953 | 226,953 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 454,743 | 454,743 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 40,064 | $ 40,064 |
8. INVESTMENTS (Details)
8. INVESTMENTS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
Investments Schedule [Abstract] | ||
Equity Method Investment, Additional Information | the Company has investments in three food related companies | |
Long-term Investments | $ 201,525 | $ 208,983 |
9. INTANGIBLE ASSETS (Details)
9. INTANGIBLE ASSETS (Details) - USD ($) | Jan. 01, 2017 | Mar. 31, 2017 | Mar. 31, 2016 |
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Amortization of Intangible Assets (in Dollars) | $ 103,067 | $ 65,817 | |
Oasis Sales and Marketing, LLC [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Amortization of Intangible Assets (in Dollars) | $ 52,500 | ||
Noncompete Agreements [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 48 months | ||
Noncompete Agreements [Member] | Oasis Sales and Marketing, LLC [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 48 months | ||
Customer Relationships [Member] | Oasis Sales and Marketing, LLC [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 60 months | ||
Customer Relationships [Member] | Haley Consulting Group [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 36 months | ||
Customer Relationships [Member] | Artisan Specialty Foods [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 60 months | ||
Customer Relationships [Member] | Organic Food Brokers [Member] | |||
9. INTANGIBLE ASSETS (Details) [Line Items] | |||
Finite-Lived Intangible Asset, Useful Life | 60 months |
9. INTANGIBLE ASSETS (Details)
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 2,742,994 | $ 1,742,994 |
Intangible asset, accumulated amortization | (1,138,377) | (1,035,310) |
Intangible asset, net | 1,604,617 | 707,684 |
Goodwill [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Goodwill, gross | 151,000 | 151,000 |
Goodwill, Accumulated Impairment Loss | 0 | 0 |
Goodwill, net | 151,000 | 151,000 |
Trade Names [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 217,000 | 217,000 |
Intangible asset, accumulated amortization | 0 | 0 |
Intangible asset, net | 217,000 | 217,000 |
Noncompete Agreements [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 444,000 | 244,000 |
Intangible asset, accumulated amortization | (256,500) | (244,000) |
Intangible asset, net | 187,500 | 0 |
Customer Relationships [Member] | ||
9. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 1,930,994 | 1,130,994 |
Intangible asset, accumulated amortization | (881,877) | (791,310) |
Intangible asset, net | $ 1,049,117 | $ 339,684 |
10. ACCOUNTS PAYABLE AND ACCR48
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Payables and Accruals [Abstract] | ||
Accrued Bonuses, Current | $ 65,000 | $ 65,000 |
10. ACCOUNTS PAYABLE AND ACCR49
10. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables | $ 1,718,681 | $ 1,547,603 |
Accrued costs of discontinued operations | 248,390 | 1,478,887 |
Accrued payroll and commissions | 137,343 | 93,043 |
Total | $ 2,104,414 | $ 3,119,533 |
11. ACCRUED INTEREST (Details)
11. ACCRUED INTEREST (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017USD ($)$ / shares | Mar. 31, 2016USD ($) | Dec. 31, 2016USD ($)$ / shares | |
11. ACCRUED INTEREST (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | |
Interest Paid | $ 96,318 | $ 48,250 | $ 96,318 |
Accrued interest [Member] | |||
11. ACCRUED INTEREST (Details) [Line Items] | |||
Interest Payable | $ 629,909 | $ 626,873 | |
Debt Instrument, Convertible, Number of Equity Instruments | 2,519,636 | 2,507,492 | |
Interest Paid | $ 22,029 |
12. REVOLVING CREDIT FACILITI51
12. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
12. REVOLVING CREDIT FACILITI52
12. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - Line of Credit [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Line of Credit Facility [Line Items] | ||
Business loan | $ 1,000,000 | $ 1,000,000 |
Credit facility was increased | $ 1,500,000 | $ 1,500,000 |
Maturing | Aug. 1, 2017 | Aug. 1, 2017 |
Net borrowings | $ 120,000 | |
Principal transferred | $ 1,200,000 | |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest | 3.25% | 3.25% |
13. NOTES PAYABLE AND NOTES P53
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Unamortized Discount | $ 92,511 | $ 185,020 |
13. NOTES PAYABLE AND NOTES P54
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Total | $ 2,598,974 | $ 2,911,913 |
Less: Discount | (92,511) | (185,020) |
Total | 2,506,463 | 2,726,893 |
Current maturities, net of discount | 1,480,729 | 1,589,082 |
Long-term portion, net of discount | 1,025,734 | 1,137,811 |
Notes Payable to Banks [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 714,033 | 914,033 |
Convertible Notes Payable [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Convertible Notes | 647,565 | 647,565 |
Mortgages [Member] | Bonita Springs, FL [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 323,050 | 336,700 |
Mortgages [Member] | Broadview, IL [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 800,333 | 824,833 |
Convertible Debt [Member] | Chief Executive Officer [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Convertible Notes | 0 | 164,650 |
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 92,142 | 0 |
Capital Lease #1 [Member] | Capital Lease Obligations [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | 5,018 | 5,778 |
Capital Lease #2 [Member] | Capital Lease Obligations [Member] | ||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | $ 16,833 | $ 18,534 |
13. NOTES PAYABLE AND NOTES P55
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 246,008 | $ 691,416 | |
Conversion price (in Dollars per share) | $ 0.25 | $ 0.25 | |
Discount charged | $ 92,509 | 92,509 | |
Note, converted | $ 164,650 | $ 0 | |
Note, shares (in Shares) | 658,600 | ||
Notes Payable to Banks [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 1,200,000 | $ 1,200,000 | |
Secured by | secured by the Company's tangible and intangible personal property | secured by the Company's tangible and intangible personal property | |
Payments | $ 66,667 | $ 66,667 | |
Dated | Aug. 5, 2016 | Aug. 5, 2016 | |
Due | February 5, 2018 | February 5, 2018 | |
Principal transferred from Line of Credit | $ 1,200,000 | ||
Payments beginning | Sep. 5, 2016 | Sep. 5, 2016 | |
Convertible Notes Payable [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Secured by | subordinated interest in a majority of the Company's assets | subordinated interest in a majority of the Company's assets | |
Due | July 1, 2017 | ||
Notes | 17 | 17 | |
Interest Rate | 1.90% | 1.90% | |
Beneficial Conversion Feature Discount | $ 647,565 | ||
Interest | $ 3,036 | ||
London Interbank Offered Rate (LIBOR) [Member] | Notes Payable to Banks [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 4.50% | 4.50% | |
Mortgages [Member] | Bonita Springs, FL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 546,000 | $ 546,000 | |
Due | February 28, 2018 | February 28, 2018 | |
Payments | $ 4,550 | $ 4,550 | |
Mortgages [Member] | Broadview, IL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 980,000 | $ 980,000 | |
Due | May 29, 2020 | May 29, 2020 | |
Payments | $ 8,167 | $ 8,167 | |
Principal Balance | $ 490,000 | $ 490,000 | |
Mortgages [Member] | London Interbank Offered Rate (LIBOR) [Member] | Bonita Springs, FL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 3.00% | 3.00% | |
Mortgages [Member] | London Interbank Offered Rate (LIBOR) [Member] | Broadview, IL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 2.75% | 2.75% | |
Convertible Debt [Member] | Chief Executive Officer [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 164,650 | ||
Due | July 1 ,2017 | ||
Interest Rate | 8.00% | 8.00% | |
Interest | $ 0 | ||
Interest Capitalized | 54,150 | ||
Note, converted | $ 164,650 | ||
Note, shares (in Shares) | 658,600 | ||
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 100,000 | ||
Dated | Jan. 1, 2017 | ||
Payments | $ 4,297 | ||
Interest Rate | 2.91% | ||
Payments | monthly beginning February 15, 2017 for twenty-four months until paid in full | ||
Principal [Member] | Notes Payable to Banks [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 200,000 | ||
Principal [Member] | Convertible Notes Payable [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Conversion price (in Dollars per share) | $ 0.25 | $ 0.25 | |
Principal [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 13,650 | ||
Principal [Member] | Mortgages [Member] | Broadview, IL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 24,500 | ||
Principal [Member] | Capital Lease Obligations [Member] | Chief Executive Officer [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Conversion price (in Dollars per share) | $ 0.25 | 0.25 | |
Principal [Member] | Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 7,858 | ||
Accrued interest [Member] | Notes Payable to Banks [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 10,455 | ||
Accrued interest [Member] | Convertible Notes Payable [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Conversion price (in Dollars per share) | $ 0.25 | 0.25 | |
Accrued interest [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 3,127 | ||
Accrued interest [Member] | Mortgages [Member] | Broadview, IL [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 7,401 | ||
Accrued interest [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Conversion price (in Dollars per share) | $ 0.25 | $ 0.25 | |
Accrued interest [Member] | Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 736 | ||
Discount on Previous Notes [Member] | Convertible Notes Payable [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Beneficial Conversion Feature Discount | 732,565 | ||
Discount charged | $ 95,209 | ||
Interest Rate as of July 1, 2014 [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest Rate | 1.90% | 1.90% | |
Interest Rate as of November 17, 2014 [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest Rate | 0.00% | 0.00% | |
Capital Lease #1 [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | $ 0.0446 | ||
Monthly Installments | 274 | ||
Capital Lease #1 [Member] | Principal [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 760 | ||
Capital Lease #1 [Member] | Accrued interest [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 62 | ||
Capital Lease #2 [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest Rate | 4.83% | ||
Monthly Installments | $ 579 | ||
Capital Lease #2 [Member] | Principal [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 1,521 | ||
Capital Lease #2 [Member] | Accrued interest [Member] | Capital Lease Obligations [Member] | |||
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 216 |
13. NOTES PAYABLE AND NOTES P56
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule for Debt Discount Amortization Expense - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Schedule for Debt Discount Amortization Expense [Abstract] | ||
Discount on Notes Payable amortized to interest expense: | $ 92,509 | $ 92,509 |
13. NOTES PAYABLE AND NOTES P57
13. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
2,018 | $ 1,573,239 | |
2,019 | 204,128 | |
2,020 | 156,024 | |
2,021 | 560,933 | |
2,022 | 54,600 | |
Thereafter | 50,050 | |
Total | $ 2,598,974 | $ 2,911,913 |
14. RELATED PARTY TRANSACTIONS
14. RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended | |
Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($)shares | |
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,410,392 | |
Shares Paid for Tax Withholding for Share Based Compensation | 623,813 | |
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 164,650 | $ 0 |
Debt Conversion, Converted Instrument, Shares Issued | 658,600 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 367,500 | |
Bonus for Services Performed in 2013 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Due to Related Parties (in Dollars) | $ | $ 160,150 | |
Stock to be Issued, Shares | 210,520 | |
Bonus for Services Performed in 2015 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Due to Related Parties (in Dollars) | $ | $ 157,780 | |
President [Member] | Option Repurchase #1 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |
Payments for Repurchase of Equity (in Dollars) | $ | $ 9,000 | |
President [Member] | Option Repurchase #2 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 140,000 | |
Payments for Repurchase of Equity (in Dollars) | $ | $ 13,400 | |
Director [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 545,000 | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 365,000 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 180,000 | |
Number of Directors | 2 | |
Director [Member] | Non-Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 180,000 | |
Director [Member] | Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 365,000 | |
Principal Accounting Officer and Chief Information Officer [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 87,500 | |
Payments for Repurchase of Equity (in Dollars) | $ | $ 8,125 | |
Restricted Stock Units (RSUs) [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Shares Paid for Tax Withholding for Share Based Compensation | 623,813 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,370,000 | |
Number of Directors | 2 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,000 | |
Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2013 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 210,520 | |
Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2015 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Stock to be Issued, Shares | 244,620 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 244,620 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,382,540 | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 586,586 | |
Shares Paid for Tax Withholding for Share Based Compensation | 95,954 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 700,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 83,807 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Non-Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 700,000 | |
Restricted Stock Units (RSUs) [Member] | Chief Executive Officer [Member] | Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 682,540 | |
Restricted Stock Units (RSUs) [Member] | President [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,724,532 | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 928,027 | |
Shares Paid for Tax Withholding for Share Based Compensation | 306,505 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 490,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 116,279 | |
Restricted Stock Units (RSUs) [Member] | President [Member] | Bonus for Services Performed in 2013 [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 64,520 | |
Restricted Stock Units (RSUs) [Member] | President [Member] | Non-Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 490,000 | |
Restricted Stock Units (RSUs) [Member] | President [Member] | Vested Awards [Member] | ||
14. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,234,532 |
15. COMMITMENTS AND CONTINGEN59
15. COMMITMENTS AND CONTINGENT LIABILITIES (Details) - Oasis Sales and Marketing, LLC [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Jan. 01, 2017 | |
15. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | ||
Business Combination, Assets and Liabilities Arising from Contingencies, 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 | $ 400,000 | $ 400,000 |
16. EQUITY (Details)
16. EQUITY (Details) | 3 Months Ended | ||
Mar. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Dec. 31, 2016shares | |
16. EQUITY (Details) [Line Items] | |||
Common Stock Issued, but not Outstanding | 1,376,350 | 733,659 | |
Stock Issued During Period, Shares, Other | 500,959 | ||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 68,697 | $ 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 367,500 | ||
Number of Officers | 2 | ||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 34,925 | 0 | |
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars) | $ | 34,925 | ||
Adjustments to Additional Paid in Capital, Share-based Compensation, Restricted Stock Unit or Restricted Stock Award, Requisite Service Period Recognition (in Dollars) | $ | $ 120,104 | ||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 658,600 | ||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 164,650 | 0 | |
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,410,392 | ||
Shares Paid for Tax Withholding for Share Based Compensation | 623,813 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 2,533,246 | ||
Adjustments to Additional Paid in Capital, Other (in Dollars) | $ | $ 33,453 | ||
Treasury Stock, Shares, Retired | 642,688 | ||
Stock Repurchased and Retired During Period, Shares | 37,000 | ||
Payments for Repurchase of Common Stock (in Dollars) | $ | $ 18,592 | $ 0 | |
Stock Issued During Period, Shares, Issued for Services | 25,000 | ||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ | $ 34,000 | ||
Share Price (in Dollars per share) | $ / shares | $ 0.65 | $ 0.55 | |
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 160,896 | $ 242,605 | |
Share-based Compensation (in Dollars) | $ | $ 0 | $ 1,028,908 | |
Warrant Exercise [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Other | 274,783 | ||
Proceeds from Warrant Exercises (in Dollars) | $ | $ 68,697 | ||
The Fresh Diet [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Other | 600,000 | ||
Treasury Stock, Shares, Retired | 642,688 | ||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 133,333 | ||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures (in Dollars) | $ | $ 67,987 | ||
The Fresh Diet [Member] | Exercise of RSUs [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Other | 300,000 | ||
The Fresh Diet [Member] | Options at $0.45 [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Other | 300,000 | ||
The Fresh Diet [Member] | Options at $0.474 [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Value, Other (in Dollars) | $ | $ 147,000 | ||
Employee Stock Option [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 500,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ | $ 583,500 | 313,730 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | $ | 583,500 | 313,730 | |
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 7,339 | 4,938 | |
Restricted Stock Units (RSUs) [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,410,392 | ||
Shares Paid for Tax Withholding for Share Based Compensation | 623,813 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 1,370,000 | ||
Allocated Share-based Compensation Expense (in Dollars) | $ | $ 0 | $ 1,051,575 | |
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,370,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 10,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||
Share-based Compensation (in Dollars) | $ | $ 0 | $ 237,667 | |
Restricted Stock Units (RSUs) [Member] | Non-Vested Awards [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 3,104,205 | ||
Restricted Stock Units (RSUs) [Member] | Share-based Compensation Award, Tranche One [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | May 1, 2016 | ||
Restricted Stock [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 1,370,000 | ||
Share-based Compensation (in Dollars) | $ | $ 120,104 | ||
Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,070,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jun. 30, 2017 | ||
Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
16. EQUITY (Details) [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 300,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vesting is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs |
16. EQUITY (Details) - Schedule
16. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - Warrant [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2016 | |
16. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Number of warrants outstanding (in Shares) | 3,442,501 | 3,537,284 |
Weighted average remaining contractual life | 306 days | |
Weighted average prices of warrants outstanding | $ 0.457 | $ 0.451 |
Number of warrants exercisable (in Shares) | 3,442,501 | |
Weighted average prices of warrants exercisable | $ 0.457 | |
Warrants at $0.0100 per share [Member] | ||
16. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.010 | |
Number of warrants outstanding (in Shares) | 700,000 | |
Weighted average remaining contractual life | 3 years 47 days | |
Weighted average prices of warrants outstanding | $ 0.010 | |
Number of warrants exercisable (in Shares) | 700,000 | |
Weighted average prices of warrants exercisable | $ 0.010 | |
Warrants at $0.5500 per share [Member] | ||
16. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.550 | |
Number of warrants outstanding (in Shares) | 448,010 | |
Weighted average remaining contractual life | 3 months | |
Weighted average prices of warrants outstanding | $ 0.550 | |
Number of warrants exercisable (in Shares) | 448,010 | |
Weighted average prices of warrants exercisable | $ 0.550 | |
Warrants at $0.5750 per share [Member] | ||
16. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.575 | |
Number of warrants outstanding (in Shares) | 2,294,491 | |
Weighted average remaining contractual life | 3 months | |
Weighted average prices of warrants outstanding | $ 0.575 | |
Number of warrants exercisable (in Shares) | 2,294,491 | |
Weighted average prices of warrants exercisable | $ 0.575 |
16. EQUITY (Details) - Schedu62
16. EQUITY (Details) - Schedule of Warrant Activity - Warrant [Member] | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, Number of Shares | shares | 3,537,284 |
Warrants outstanding, Weighted Average aexercise Price | $ / shares | $ 0.451 |
Cancelled / Expired, Number of Shares | shares | 0 |
Cancelled / Expired, Weighted Average aexercise Price | $ / shares | $ 0 |
Exercised, Number of Shares | shares | (94,783) |
Exercised, Weighted Average aexercise Price | $ / shares | $ 0.250 |
Warrants outstanding, Number of Shares | shares | 3,442,501 |
Warrants outstanding, Weighted Average aexercise Price | $ / shares | $ 0.457 |
16. EQUITY (Details) - Schedu63
16. EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Employee Stock Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2017 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 2,595,000 | 2,445,000 |
Weighted average remaining contractual life | 306 days | |
Weighted average exercise price of options outstanding | $ 0.995 | $ 1.005 |
Number of options exercisable (in Shares) | 2,445,000 | |
Weighted average exercise price of options exercisable | $ 0.995 | |
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) | 1,170,000 | |
Weighted average remaining contractual life | 149 days | |
Weighted average exercise price of options outstanding | $ 0.350 | |
Number of options exercisable (in Shares) | 1,170,000 | |
Weighted average exercise price of options exercisable | $ 0.35 | |
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) | 275,000 | |
Weighted average remaining contractual life | 313 days | |
Weighted average exercise price of options outstanding | $ 0.570 | |
Number of options exercisable (in Shares) | 275,000 | |
Weighted average exercise price of options exercisable | $ 0.57 | |
Options at $1.31 [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) | 150,000 | |
Weighted average remaining contractual life | 1 year 153 days | |
Weighted average exercise price of options outstanding | $ 1.310 | |
Number of options exercisable (in Shares) | 150,000 | |
Weighted average exercise price of options exercisable | $ 1.31 | |
Options at $1.42 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.42 | |
Number of options outstanding (in Shares) | 100,000 | |
Weighted average remaining contractual life | 1 year 80 days | |
Weighted average exercise price of options outstanding | $ 1.420 | |
Number of options exercisable (in Shares) | 100,000 | |
Weighted average exercise price of options exercisable | $ 1.42 | |
Options at $1.75 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.43 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 1 year 9 months | |
Weighted average exercise price of options outstanding | $ 1.750 | |
Number of options exercisable (in Shares) | 50,000 | |
Weighted average exercise price of options exercisable | $ 1.75 | |
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 | 1 year 3 months | |
Weighted average exercise price of options outstanding | $ 1.460 | |
Number of options exercisable (in Shares) | 100,000 | |
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 | 277 days | |
Weighted average exercise price of options outstanding | $ 1.600 | |
Number of options exercisable (in Shares) | 310,000 | |
Weighted average exercise price of options exercisable | $ 1.60 | |
Options at $1.70 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.70 | |
Number of options outstanding (in Shares) | 75,000 | |
Weighted average remaining contractual life | 1 year 14 days | |
Weighted average exercise price of options outstanding | $ 1.700 | |
Number of options exercisable (in Shares) | 75,000 | |
Weighted average exercise price of options exercisable | $ 1.70 | |
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) | 190,000 | |
Weighted average remaining contractual life | 2 years 36 days | |
Weighted average exercise price of options outstanding | $ 1.900 | |
Number of options exercisable (in Shares) | 15,000 | |
Weighted average exercise price of options exercisable | $ 1.90 | |
Options at $2.00 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 2 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 1 year 14 days | |
Weighted average exercise price of options outstanding | $ 2 | |
Number of options exercisable (in Shares) | 50,000 | |
Weighted average exercise price of options exercisable | $ 2 | |
Options at $2.40 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 2.40 | |
Number of options outstanding (in Shares) | 20,000 | |
Weighted average remaining contractual life | 1 year 62 days | |
Weighted average exercise price of options outstanding | $ 2.400 | |
Number of options exercisable (in Shares) | 20,000 | |
Weighted average exercise price of options exercisable | $ 2.40 | |
Options at $2.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 2.50 | |
Number of options outstanding (in Shares) | 37,500 | |
Weighted average remaining contractual life | 1 year 14 days | |
Weighted average exercise price of options outstanding | $ 2.500 | |
Number of options exercisable (in Shares) | 37,500 | |
Weighted average exercise price of options exercisable | $ 1.04 | |
Options at $3.40 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 3.40 | |
Number of options outstanding (in Shares) | 30,000 | |
Weighted average remaining contractual life | 1 year 62 days | |
Weighted average exercise price of options outstanding | $ 3.400 | |
Number of options exercisable (in Shares) | 30,000 | |
Weighted average exercise price of options exercisable | $ 3.40 | |
Options at $3.50 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 3.50 | |
Number of options outstanding (in Shares) | 37,500 | |
Weighted average remaining contractual life | 1 year 14 days | |
Weighted average exercise price of options outstanding | $ 3.500 | |
Number of options exercisable (in Shares) | 37,500 | |
Weighted average exercise price of options exercisable | $ 3.500 |
16. EQUITY (Details) - Schedu64
16. EQUITY (Details) - Schedule of share-based compensation, stock options, activity | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
16. EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Forfeited or expired | (367,500) |
Employee Stock Option [Member] | |
16. EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | |
Options Outstanding, Weighted Average Exercise Price | $ / shares | |
Options Issued | 650,000 |
Options Issued, Weighted Average Exercise Price | $ / shares | $ 1.731 |
Options Exercised | 0 |
Options Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Forfeited or expired | (500,000) |
Options Forfeited or expired, Weighted Average Exercise Price | $ / shares | $ 2 |
Options Outstanding | 2,595,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.995 |
16. EQUITY (Details) - Fair Val
16. EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | 3 Months Ended |
Mar. 31, 2017$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 56.90% |
Dividends | $ 0 |
Risk-free interest rates | 0.87% |
Minimum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Term (years) | 284 days |
Maximum [Member] | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Term (years) | 2 years 160 days |
16. EQUITY (Details) - Schedu66
16. EQUITY (Details) - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs - USD ($) | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Expense | $ 160,896 | $ 242,605 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Expense | 0 | 1,051,575 |
Continuing Operations [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Expense | 0 | 237,667 |
Discontinued Operations [Member] | Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||
Share-based Compensation Expense | $ 0 | $ 813,908 |
17. SUBSEQUENT EVENTS (Details)
17. SUBSEQUENT EVENTS (Details) | May 12, 2017USD ($)shares | May 12, 2017USD ($)shares | Apr. 30, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($)shares | Mar. 31, 2016USD ($) |
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 2,410,392 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 658,600 | ||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 164,650 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 367,500 | ||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 34,925 | $ 0 | |||
Subsequent Event [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Option exercise price (in Dollars per share) | $ / shares | $ 0.35 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 70,000 | ||||
Stock Granted, Value, Share-based Compensation, Gross (in Dollars) | $ | $ 33,600 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 2,685,467 | ||||
Number of Options Modified | 100,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 46 days | ||||
Principal [Member] | Subsequent Event [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 146,377 | ||||
Accrued interest [Member] | Subsequent Event [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ | $ 524,990 | ||||
Four Board Member [Member] | Subsequent Event [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 400,000 | ||||
Number of Directors | 4 | ||||
Payments for Repurchase of Other Equity (in Dollars) | $ | $ 96,000 | ||||
Director [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 365,000 | ||||
Number of Directors | 2 | ||||
Director [Member] | Subsequent Event [Member] | |||||
17. SUBSEQUENT EVENTS (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 |