Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FOREVERGREEN WORLDWIDE CORP | |
Entity Central Index Key | 1,091,983 | |
Trading Symbol | fvrg | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 26,692,285 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 84,718 | $ 187,136 |
Restricted cash | 152,106 | 152,106 |
Accounts receivable | 93,764 | 170,704 |
Other receivables | 201 | 149,153 |
Prepaid expenses and other assets | 156,442 | 154,367 |
Inventory, net | 1,112,220 | 1,480,794 |
Total Current Assets | 1,599,451 | 2,294,260 |
PROPERTY AND EQUIPMENT, net | 2,772,569 | 3,424,596 |
OTHER ASSETS | ||
Intangible assets, net | 5,694 | |
TOTAL ASSETS | 4,372,020 | 5,724,550 |
CURRENT LIABILITIES | ||
Bank overdraft | 116,445 | 90,579 |
Accounts payable | 2,466,124 | 2,751,367 |
Accrued expenses | 2,730,823 | 3,723,610 |
Deferred revenue | 32,582 | 81,739 |
Current portion of convertible notes payable, related parties, net | 245,000 | 245,000 |
Current portion of convertible notes payable, net | 838,306 | 1,446,660 |
Current portion of notes payable, net | 131,577 | |
Total Current Liabilities | 6,560,857 | 8,338,955 |
LONG-TERM LIABILITIES | ||
Convertible notes payable, related parties, net | 2,365,642 | 1,501,024 |
Convertible notes payable, net | 3,097,725 | 2,294,183 |
Notes payable | 723,000 | 1,240,000 |
Total Long-Term Liabilities | 6,186,367 | 5,035,207 |
TOTAL LIABILITIES | 12,747,224 | 13,374,162 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; no stated par value; authorized 10,000,000 shares; no shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | ||
Common stock, par value $0.001 per share; authorized 100,000,000 shares; 26,692,285 and 26,692,285 issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 26,692 | 26,692 |
Additional paid-in capital | 37,118,264 | 36,383,661 |
Treasury stock | (1,000,000) | (1,000,000) |
Accumulated other comprehensive loss | (314,967) | (313,496) |
Accumulated deficit | (44,205,193) | (42,746,469) |
Total Stockholders' Deficit | (8,375,204) | (7,649,612) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 4,372,020 | $ 5,724,550 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Preferred stock, no stated par value (in dollars per share) | $ 0 | $ 0 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 26,692,285 | 26,692,285 |
Common stock, shares outstanding | 26,692,285 | 26,692,285 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
TOTAL REVENUES, net | $ 4,033,766 | $ 8,238,081 | $ 14,914,147 | $ 30,980,113 |
COST OF SALES, net | 877,390 | 2,278,106 | 3,689,684 | 9,186,327 |
GROSS PROFIT | 3,156,376 | 5,959,975 | 11,224,463 | 21,793,786 |
OPERATING EXPENSES | ||||
Sales and marketing | 1,750,898 | 3,502,298 | 6,301,496 | 12,376,749 |
General and administrative | 1,196,830 | 2,688,987 | 5,106,197 | 9,848,923 |
Depreciation and amortization | 207,449 | 281,052 | 665,518 | 840,437 |
Total Operating Expenses | 3,155,177 | 6,472,337 | 12,073,211 | 23,066,109 |
NET OPERATING INCOME (LOSS) | 1,199 | (512,362) | (848,748) | (1,272,323) |
OTHER INCOME (EXPENSE) | ||||
Gain on legal settlement | 698,113 | |||
Other income (expense) | (44,233) | 33,141 | (61,387) | (6,003) |
Interest expense | (211,470) | (152,399) | (548,589) | (384,207) |
Total Other Income (Expense) | (255,703) | (119,258) | (609,976) | 307,903 |
Loss before income tax provision | (254,504) | (631,620) | (1,458,724) | (964,420) |
Income Tax Provision | 0 | 0 | 0 | 0 |
NET LOSS | $ (254,504) | $ (631,620) | $ (1,458,724) | $ (964,420) |
BASIC AND DILUTED LOSS PER COMMON SHARE (in dollars per share) | $ (0.01) | $ (0.02) | $ (0.05) | $ (0.04) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING (in shares) | 26,692,285 | 25,342,285 | 26,692,285 | 25,342,285 |
COMPREHENSIVE LOSS | ||||
Net Loss | $ (254,504) | $ (631,620) | $ (1,458,724) | $ (964,420) |
Other Comprehensive Income (Loss) - foreign currency translation | (269,134) | 163,497 | (1,471) | 106,766 |
Comprehensive Loss | $ (523,638) | $ (468,123) | $ (1,460,195) | $ (857,654) |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (1,458,724) | $ (964,420) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 676,787 | 783,357 |
Amortization of beneficial conversion feature | 147,095 | 57,080 |
Expenses paid on behalf of Company | 345,000 | |
Changes in operating assets and liabilities: | ||
Restricted cash | 12,077 | |
Accounts receivable | 76,940 | 88,579 |
Other receivables | 148,952 | (716,865) |
Member advances | 6,869 | |
Prepaid expenses | 45,287 | (13,180) |
Deposits and other assets | (47,362) | 19,304 |
Inventory | 368,574 | (412,994) |
Accounts payable | (285,243) | 408,544 |
Bank overdraft payable | 25,866 | 104,895 |
Deferred revenue | (49,157) | 4,511 |
Accrued expenses | (558,703) | 154,983 |
Net Cash Used in Operating Activities | (564,688) | (467,260) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (19,066) | (799,602) |
Net Cash Used in Investing Activities | (19,066) | (799,602) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Proceeds from convertible notes payable | 300,000 | 900,000 |
Proceeds from convertible notes payable - related parties | 655,000 | |
Repayment of convertible notes payable | (86,770) | (200,000) |
Repayment of notes payable | (385,423) | (137,043) |
Proceeds from notes payable | 500,000 | |
Net Cash Provided by Financing Activities | 482,807 | 1,062,957 |
Effect of Foreign Currency on Cash | (1,471) | 106,766 |
NET DECREASE IN CASH | (102,418) | (97,139) |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 187,136 | 495,304 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 84,718 | 398,165 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 86,186 | 239,213 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | ||
Notes payable issued for leasehold improvements | 506,158 | |
Beneficial conversion feature | 734,603 | 55,000 |
Debt discount on notes payable | $ 25,000 | |
Extinguishment of convertible notes | 1,908,826 | |
Extinguishment of convertible notes, related parties | $ 1,718,000 |
CONDENSED CONSOLIDATED FINANCIA
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | NOTE 1 – CONDENSED CONSOLIDATED FINANCIAL STATEMENTS The accompanying consolidated financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended September 30, 2017 and for all periods presented have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2016 audited financial statements as reported in its Form 10-K. The results of operations for the three and nine-month period ended September 30, 2017 are not necessarily indicative of the operating results for the full year ended December 31, 2017. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. Principles of Consolidation The consolidated balance sheets and statement of operations at September 30, 2017 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Foreign Currency Translation The Company’s functional currency is recorded in various currencies, corresponding to the various foreign subsidiaries and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions.” All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. Basic and Diluted Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of September 30, 2017, there were 34,405,714 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive. New Accounting Pronouncements After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company’s financial results. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
DEBT | NOTE 3 – DEBT Convertible notes payable and notes payable as of September 30, 2017 and December 31, 2016 TYPE CONVERSION RATE PER SHARE ORIGINATION DATE INTEREST RATE DUE DATE BALANCE AS OF 9/30/2017 BALANCE AS OF 12/31/2016 Convertible, Related party 0.20 08/10/2017 10% 12/31/2019 $1,718,000 -- Convertible, Related party 0.68 12/01/2015 10% 12/31/2018 -- $1,501,024 Convertible, Related party 0.15 10/07/2010 10% 12/31/2017 $45,000 $45,000 Convertible, Related party 0.20 01/19/2011 10% 12/31/2017 $200,000 $200,000 Convertible, Related party 0.20 04/05/2017 10% 12/31/2018 $500,000 -- Convertible, Related party 0.20 05/02/2017 10% 12/31/2018 $500,000 -- Convertible, Non-related 0.20 03/09/2010 10% 12/31/2017 $231,756 $231,756 Convertible, Non-related 0.20 01/19/2011 14% 12/31/2015 -- $100,000 Convertible, Non-related 0.16 08/04/2017 10% 12/31/2019 $1,858,826 -- Convertible, Non-related 0.35 06/23/2016 10% 12/31/2018 -- $150,000 Convertible, Non-related 0.35 07/08/2016 10% 12/31/2018 -- $50,000 Convertible, Non-related 0.70 02/25/2015 14% 12/31/2015 -- $891,718 Convertible, Non-related 1.00 07/06/2015 12% 08/31/2015 $200,000 $200,000 Convertible, Non-related 0.35 05/27/2016 10% 12/31/2018 -- $500,000 Convertible, Non-related 0.15 09/19/2017 10% 12/31/2017 $100,000 -- Convertible, Non-related 0.20 08/11/2017 10% 12/31/2019 $50,000 -- Convertible, Non-related 0.20 08/11/2017 10% 12/31/2019 $200,000 -- Convertible, Non-related 0.40 11/04/2016 6% 03/30/2017 -- $23,186 Convertible, Non-related 0.40 11/04/2016 6% 05/30/2019 $206,185 $269,769 Convertible, Non-related 0.40 11/04/2016 6% 11/30/2019 $324,414 $324,414 Convertible, Non-related 0.63 11/21/2016 6% 5/30/2023 $1,000,000 $1,000,000 Non-related NA 10/21/2016 NA 9/25/2020 $723,000 $918,000 Non-related NA 3/1/2016 4.66% 3/01/2018 $131,577 $322,000 Debt discount (587,508) -- Total $7,401,250 $6,726,867 Convertible Notes Related Parties On April 5, 2017, the Company issued a convertible promissory note for $500,000 to a related party. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2018. The note has a conversion feature for common shares at $0.20 per share. Due to the fact that the trading price of FG stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $332,250 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of September 30, 2017 interest expense of $92,639 was recorded as part of the amortization of the beneficial conversion feature of this note. On May 2, 2017, the Company issued a convertible promissory note for $500,000 to a related party. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2018. The note has a conversion feature for common shares at $0.20 per share. Due to the fact that the trading price of FG stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $150,000 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of September 30, 2017 interest expense of $37,253 was recorded as part of the amortization of the beneficial conversion feature of this note. On August 10, 2017, the Company extinguished an outstanding related party convertible note with a principal balance of $1,501,024 and accrued interest of $216,976, and entered into a new convertible note totaling $1,718,000 with the same note holder. The new note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2019. The note has a conversion feature for common shares at $0.20 per share. Convertible Notes Unrelated Parties On August 4, 2017, the Company extinguished two outstanding convertible notes with a principal balance totaling $1,591,718 ($891,718 and $700,000) and accrued interest totaling $167,108 ($85,560 and $81,548), and entered into a new convertible note totaling $1,858,826 (an additional $100,000 loaned) with the same note holder. The new note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2019. The note has a conversion feature for common shares at $0.16 per share. Due to the fact that the trading price of FG stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $232,353 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of September 30, 2017 interest expense of $15,067 was recorded as part of the amortization of the beneficial conversion feature of this note. On August 11, 2017, the Company extinguished an outstanding convertible note with a principal balance of $100,000 and accrued interest of $50,000, and entered into a new convertible note totaling $200,000 (an additional $50,000 loaned) with the same note holder. The new note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2019. The note has a conversion feature for common shares at $0.20 per share. On August 11, 2017, the Company issued a convertible promissory note for $50,000. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2019. The note has a conversion feature for common shares at $0.20 per share. On September 19, 2017, the Company issued a convertible promissory note for $100,000. The note has an annual interest rate of 10% and is secured by the Company's inventory. The principal amount of the note and all accrued interest is due and payable on or before December 31, 2017. The note has a conversion feature for common shares at $0.15 per share. Due to the fact that the trading price of FG stock was greater than the stated conversion rate of this note on the date of issuance, a total discount of $20,000 for the beneficial conversion was recorded against the note and will be amortized against interest expense through the life of the note. As of September 30, 2017 interest expense of $2,136 was recorded as part of the amortization of the beneficial conversion feature of this note. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 4 - COMMITMENTS AND CONTINGENCIES The Company has evaluated commitments and contingencies from the balance sheet date through the date the financial statements were issued and has determined that there are no such commitments and contingencies that would be a material impact on the financial statements. |
INVENTORY
INVENTORY | 9 Months Ended |
Sep. 30, 2017 | |
INVENTORY [Abstract] | |
INVENTORY | NOTE 5 – INVENTORY September 30, 2017 December 31, 2016 Raw Materials $ 755,002 $ 1,290,902 Finished Goods 397,218 623,117 Total Inventory 1,152,220 1,914,019 Less Reserve for Obsolete Inventory (40,000) (433,225) Total Inventory (net of reserve) $ 1,112,220 $ 1,480,794 |
GOING CONCERN
GOING CONCERN | 9 Months Ended |
Sep. 30, 2017 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 6 – GOING CONCERN As reported in the accompanying consolidated financial statements the Company has a working capital deficit of $4,961,406 and accumulated deficit of $44,205,193 at September 30, 2017, negative cash flows from operations, and has experienced periodic cash flow difficulties. These factors combined, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans to address and alleviate these concerns are as follows: The Company has reviewed its cost structure and is taking steps to implement cost saving measures deemed to be effective. This includes a reduction in labor force, restructuring of lease agreements, revised pricing of certain products to enhance sales incentives, and a marketing plan which involves more interaction with a broad scope of customers and Members. Additionally, we expect we will take advantage of limited international expansion opportunities. These expansion opportunities will continue to be evaluated and those which provide the best opportunity for success will be pursued on a priority basis. New products have been and will continue to be introduced to bolster Member recruiting and sales. Management is reviewing improvements to the marketing plan which will enhance the opportunities for continued growth. The Company intends to seek debt and equity financing as necessary. Management anticipates that any future additional capital needed for cash shortfalls will be provided by debt financing. We may pay these loans with cash, if available, or convert these loans into common stock. We may also issue private placements of stock to raise additional funding. Any private placement likely will rely upon exemptions from registration provided by federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions. We also note that if we issue more shares of our common stock our shareholders may experience dilution in the value per share of their common stock. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 7 – SUBSEQUENT EVENTS The Company has evaluated subsequent events from the balance sheet date through the date the financial statements were issued and has determined that there are no such events that would have a material impact on the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN13
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements are prepared on the basis of accounting principles generally accepted in the United States of America. |
Principles of Consolidation | Principles of Consolidation The consolidated balance sheets and statement of operations at September 30, 2017 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. |
Foreign Currency Translation | Foreign Currency Translation The Company’s functional currency is recorded in various currencies, corresponding to the various foreign subsidiaries and its reporting currency is the United States dollar. Management has adopted ASC 830-20, “Foreign Currency Matters – Foreign Currency Transactions.” All assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. For revenues and expenses, the weighted average exchange rate for the period is used. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in other comprehensive loss. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The carrying amounts reported in the balance sheets for accounts receivable, accounts payable and accrued liabilities approximate fair value because of the immediate or short-term nature of these financial instruments. The carrying amounts reported for notes payable approximate fair value because the underlying instruments are at interest rates which approximate current market rates. |
Reclassification | Reclassification Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation. |
Basic and Diluted Loss Per Share | Basic and Diluted Loss Per Share Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. As of September 30, 2017, there were 34,405,714 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive. |
New Accounting Pronouncements | New Accounting Pronouncements After evaluating the recent accounting pronouncements through the date of this filing, the Company has concluded that application of these pronouncements will have no material impact on the Company’s financial results. |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | TYPE CONVERSION RATE PER SHARE ORIGINATION DATE INTEREST RATE DUE DATE BALANCE AS OF 9/30/2017 BALANCE AS OF 12/31/2016 Convertible, Related party 0.20 08/10/2017 10% 12/31/2019 $1,718,000 -- Convertible, Related party 0.68 12/01/2015 10% 12/31/2018 -- $1,501,024 Convertible, Related party 0.15 10/07/2010 10% 12/31/2017 $45,000 $45,000 Convertible, Related party 0.20 01/19/2011 10% 12/31/2017 $200,000 $200,000 Convertible, Related party 0.20 04/05/2017 10% 12/31/2018 $500,000 -- Convertible, Related party 0.20 05/02/2017 10% 12/31/2018 $500,000 -- Convertible, Non-related 0.20 03/09/2010 10% 12/31/2017 $231,756 $231,756 Convertible, Non-related 0.20 01/19/2011 14% 12/31/2015 -- $100,000 Convertible, Non-related 0.16 08/04/2017 10% 12/31/2019 $1,858,826 -- Convertible, Non-related 0.35 06/23/2016 10% 12/31/2018 -- $150,000 Convertible, Non-related 0.35 07/08/2016 10% 12/31/2018 -- $50,000 Convertible, Non-related 0.70 02/25/2015 14% 12/31/2015 -- $891,718 Convertible, Non-related 1.00 07/06/2015 12% 08/31/2015 $200,000 $200,000 Convertible, Non-related 0.35 05/27/2016 10% 12/31/2018 -- $500,000 Convertible, Non-related 0.15 09/19/2017 10% 12/31/2017 $100,000 -- Convertible, Non-related 0.20 08/11/2017 10% 12/31/2019 $50,000 -- Convertible, Non-related 0.20 08/11/2017 10% 12/31/2019 $200,000 -- Convertible, Non-related 0.40 11/04/2016 6% 03/30/2017 -- $23,186 Convertible, Non-related 0.40 11/04/2016 6% 05/30/2019 $206,185 $269,769 Convertible, Non-related 0.40 11/04/2016 6% 11/30/2019 $324,414 $324,414 Convertible, Non-related 0.63 11/21/2016 6% 5/30/2023 $1,000,000 $1,000,000 Non-related NA 10/21/2016 NA 9/25/2020 $723,000 $918,000 Non-related NA 3/1/2016 4.66% 3/01/2018 $131,577 $322,000 Debt discount (587,508) -- Total $7,401,250 $6,726,867 |
INVENTORY (Tables)
INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
INVENTORY [Abstract] | |
Schedule of inventories | September 30, 2017 December 31, 2016 Raw Materials $ 755,002 $ 1,290,902 Finished Goods 397,218 623,117 Total Inventory 1,152,220 1,914,019 Less Reserve for Obsolete Inventory (40,000) (433,225) Total Inventory (net of reserve) $ 1,112,220 $ 1,480,794 |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) | 9 Months Ended |
Sep. 30, 2017shares | |
Convertible notes payable | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Number of antidilutive securities excluded from earnings per share | 34,405,714 |
DEBT - Summary of Notes Payable
DEBT - Summary of Notes Payable (Details) - USD ($) | Aug. 10, 2017 | May 02, 2017 | Apr. 05, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | |||||
BALANCE | $ 7,401,250 | $ 6,726,867 | |||
Debt discount | $ (587,508) | ||||
Convertible notes, Related party | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | $ 0.20 | $ 0.20 | ||
INTEREST RATE | 10.00% | 10.00% | 10.00% | ||
DUE DATE | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | ||
BALANCE | $ 1,718,000 | $ 500,000 | $ 500,000 | ||
Debt discount | $ (150,000) | $ (332,250) | |||
Convertible notes, Related party | 08/10/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Aug. 10, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2019 | ||||
BALANCE | $ 1,718,000 | 0 | |||
Convertible notes, Related party | 12/01/2015 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.68 | ||||
ORIGINATION DATE | Dec. 1, 2015 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 0 | 1,501,024 | |||
Convertible notes, Related party | 10/07/2010 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.15 | ||||
ORIGINATION DATE | Oct. 7, 2010 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2017 | ||||
BALANCE | $ 45,000 | 45,000 | |||
Convertible notes, Related party | 01/19/2011 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Jan. 19, 2011 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2017 | ||||
BALANCE | $ 200,000 | 200,000 | |||
Convertible notes, Related party | 04/05/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Apr. 5, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 500,000 | 0 | |||
Convertible notes, Related party | 05/02/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | May 2, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 500,000 | 0 | |||
Convertible, Non-related | 03/09/2010 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Mar. 9, 2010 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2017 | ||||
BALANCE | $ 231,756 | 231,756 | |||
Convertible, Non-related | 01/19/2011 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Jan. 19, 2011 | ||||
INTEREST RATE | 14.00% | ||||
DUE DATE | Dec. 31, 2015 | ||||
BALANCE | $ 0 | 100,000 | |||
Convertible, Non-related | 08/04/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.16 | ||||
ORIGINATION DATE | Aug. 4, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2019 | ||||
BALANCE | $ 1,858,826 | 0 | |||
Convertible, Non-related | 06/23/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.35 | ||||
ORIGINATION DATE | Jun. 23, 2016 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 0 | 150,000 | |||
Convertible, Non-related | 07/08/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.35 | ||||
ORIGINATION DATE | Jul. 8, 2016 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 0 | 50,000 | |||
Convertible, Non-related | 02/25/2015 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.70 | ||||
ORIGINATION DATE | Feb. 25, 2015 | ||||
INTEREST RATE | 14.00% | ||||
DUE DATE | Dec. 31, 2015 | ||||
BALANCE | $ 0 | 891,718 | |||
Convertible, Non-related | 07/06/2015 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 1 | ||||
ORIGINATION DATE | Jul. 6, 2015 | ||||
INTEREST RATE | 12.00% | ||||
DUE DATE | Aug. 31, 2015 | ||||
BALANCE | $ 200,000 | 200,000 | |||
Convertible, Non-related | 05/27/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.35 | ||||
ORIGINATION DATE | May 27, 2016 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2018 | ||||
BALANCE | $ 0 | 500,000 | |||
Convertible, Non-related | 09/19/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.15 | ||||
ORIGINATION DATE | Sep. 19, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2017 | ||||
BALANCE | $ 100,000 | 0 | |||
Convertible, Non-related | 08/11/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Aug. 11, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2019 | ||||
BALANCE | $ 50,000 | 0 | |||
Convertible, Non-related | 08/11/2017 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.20 | ||||
ORIGINATION DATE | Aug. 11, 2017 | ||||
INTEREST RATE | 10.00% | ||||
DUE DATE | Dec. 31, 2019 | ||||
BALANCE | $ 200,000 | 0 | |||
Convertible, Non-related | 11/04/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.40 | ||||
ORIGINATION DATE | Nov. 4, 2016 | ||||
INTEREST RATE | 6.00% | ||||
DUE DATE | Mar. 30, 2017 | ||||
BALANCE | $ 0 | 23,186 | |||
Convertible, Non-related | 11/04/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.40 | ||||
ORIGINATION DATE | Nov. 4, 2016 | ||||
INTEREST RATE | 6.00% | ||||
DUE DATE | May 30, 2019 | ||||
BALANCE | $ 206,185 | 269,769 | |||
Convertible, Non-related | 11/04/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.40 | ||||
ORIGINATION DATE | Nov. 4, 2016 | ||||
INTEREST RATE | 6.00% | ||||
DUE DATE | Nov. 30, 2019 | ||||
BALANCE | $ 324,414 | 324,414 | |||
Convertible, Non-related | 11/21/2016 | |||||
Short-term Debt [Line Items] | |||||
CONVERSION RATE PER SHARE (in dollars per share) | $ 0.63 | ||||
ORIGINATION DATE | Nov. 21, 2016 | ||||
INTEREST RATE | 6.00% | ||||
DUE DATE | May 30, 2023 | ||||
BALANCE | $ 1,000,000 | 1,000,000 | |||
Non-related | 10/21/2016 | |||||
Short-term Debt [Line Items] | |||||
ORIGINATION DATE | Oct. 21, 2016 | ||||
DUE DATE | Sep. 25, 2020 | ||||
BALANCE | $ 723,000 | 918,000 | |||
Non-related | 03/01/2016 | |||||
Short-term Debt [Line Items] | |||||
ORIGINATION DATE | Mar. 1, 2016 | ||||
INTEREST RATE | 4.66% | ||||
DUE DATE | Mar. 1, 2018 | ||||
BALANCE | $ 131,577 | $ 322,000 |
DEBT (Detail Textuals)
DEBT (Detail Textuals) - USD ($) | Aug. 11, 2017 | Aug. 10, 2017 | Aug. 04, 2017 | May 02, 2017 | Apr. 05, 2017 | Sep. 19, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Short-term Debt [Line Items] | ||||||||
Notes Payable | $ 7,401,250 | $ 6,726,867 | ||||||
Debt discount | $ 587,508 | |||||||
Convertible Notes Related Parties | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal amount | $ 1,501,024 | |||||||
Interest due | 216,976 | |||||||
Notes Payable | $ 1,718,000 | $ 500,000 | $ 500,000 | |||||
Interest rate | 10.00% | 10.00% | 10.00% | |||||
Due date | Dec. 31, 2019 | Dec. 31, 2018 | Dec. 31, 2018 | |||||
Conversion rate per share | $ 0.20 | $ 0.20 | $ 0.20 | |||||
Debt discount | $ 150,000 | $ 332,250 | ||||||
Interest expense recorded as amortization of beneficial conversion feature | $ 37,253 | $ 92,639 | ||||||
Convertible Notes | Unrelated Parties | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal amount | $ 100,000 | $ 1,591,718 | ||||||
Interest due | 50,000 | 167,108 | ||||||
Notes Payable | 1,858,826 | $ 100,000 | ||||||
Additional amount of convertible note | $ 100,000 | |||||||
Interest rate | 10.00% | 10.00% | ||||||
Due date | Dec. 31, 2019 | Dec. 31, 2017 | ||||||
Conversion rate per share | $ 0.16 | $ 0.15 | ||||||
Debt discount | $ 232,353 | $ 20,000 | ||||||
Interest expense recorded as amortization of beneficial conversion feature | 15,067 | $ 2,136 | ||||||
Convertible Note One | Unrelated Parties | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal amount | 891,718 | |||||||
Interest due | 85,560 | |||||||
Notes Payable | 200,000 | |||||||
Additional amount of convertible note | $ 50,000 | |||||||
Interest rate | 10.00% | |||||||
Due date | Dec. 31, 2019 | |||||||
Conversion rate per share | $ 0.20 | |||||||
Convertible Note Two | Unrelated Parties | ||||||||
Short-term Debt [Line Items] | ||||||||
Principal amount | 700,000 | |||||||
Interest due | $ 81,548 | |||||||
Notes Payable | $ 50,000 | |||||||
Interest rate | 10.00% | |||||||
Due date | Dec. 31, 2019 | |||||||
Conversion rate per share | $ 0.20 |
INVENTORY - Summary of inventor
INVENTORY - Summary of inventories (Details) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
INVENTORY [Abstract] | ||
Raw Materials | $ 755,002 | $ 1,290,902 |
Finished Goods | 397,218 | 623,117 |
Total Inventory | 1,152,220 | 1,914,019 |
Less Reserve for Obsolete Inventory | (40,000) | (433,225) |
Total Inventory (net of reserve) | $ 1,112,220 | $ 1,480,794 |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Going Concern [Abstract] | ||
Working capital deficit | $ 4,961,406 | |
Accumulated deficit | $ (44,205,193) | $ (42,746,469) |