Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 04, 2020 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | FOREVERGREEN WORLDWIDE CORP | ||
Entity Central Index Key | 0001091983 | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Common Stock, Shares Outstanding | 30,779,786 | ||
Entity Public Float | $ 1,998,957 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2018 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2019 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | false | ||
Entity Interactive Data Current | No |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
CURRENT ASSETS | ||
Cash and cash equivalents | $ 80,996 | $ 108,112 |
Restricted cash | 27,336 | 56,976 |
Accounts receivable | 96,728 | 215,445 |
Prepaid expenses and other assets | 51,455 | 127,339 |
Inventory, net | 427,311 | 718,775 |
Total Current Assets | 683,826 | 1,226,647 |
PROPERTY AND EQUIPMENT, net | 1,635,482 | 2,679,638 |
TOTAL ASSETS | 2,319,308 | 3,906,285 |
CURRENT LIABILITIES | ||
Accounts payable | 1,813,048 | 2,179,096 |
Accounts payable, related parties | 132,625 | |
Accrued expenses | 2,352,897 | 2,429,495 |
Deferred revenue | 230,602 | 14,409 |
Current portion of notes payable | 101,247 | |
Current portion of convertible notes payable, related parties, net | 3,079,216 | 963,577 |
Current portion of convertible notes payable, net | 2,590,930 | 781,756 |
Total Current Liabilities | 10,199,318 | 6,469,580 |
LONG-TERM DEBT | ||
Notes payable, net of current portion | 458,000 | 658,000 |
Convertible notes payable, related parties, net of current portion | 1,718,000 | |
Convertible notes payable, net of current portion | 1,000,000 | 3,416,768 |
Total Long-term Liabilities | 1,458,000 | 5,792,768 |
TOTAL LIABILITIES | 11,657,318 | 12,262,348 |
COMMITMENTS AND CONTINGENCIES | ||
STOCKHOLDERS' DEFICIT | ||
Preferred stock; no stated par value; authorized 10,000,000 shares; no shares issued and outstanding at December 31, 2018 and 2017, respectively | ||
Common stock, par value $0.001 per share; authorized 100,000,000 shares; 30,779,786 issued and 25,692,286 were outstanding at December 31, 2018 and 2017, respectively | 30,780 | 26,692 |
Additional paid-in capital | 37,106,176 | 37,118,264 |
Treasury stock | (1,000,000) | |
Accumulated other comprehensive income | 1,103,666 | 401,344 |
Accumulated deficit | (47,578,632) | (44,902,363) |
Total Stockholders' Deficit | (9,338,010) | (8,356,063) |
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ 2,319,308 | $ 3,906,285 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
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 | 30,779,786 | 30,779,786 |
Common stock, shares outstanding | 25,692,286 | 25,692,286 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Income Statement [Abstract] | ||
TOTAL REVENUES, net | $ 10,158,516 | $ 18,492,769 |
COST OF SALES, net | 3,302,543 | 4,571,724 |
GROSS PROFIT | 6,855,973 | 13,921,045 |
OPERATING EXPENSES | ||
Sales and marketing | 3,413,441 | 7,739,550 |
General and administrative | 4,145,368 | 6,680,890 |
Depreciation and amortization | 924,831 | 942,572 |
Total Operating Expenses | 8,483,640 | 15,363,012 |
NET OPERATING LOSS | (1,627,667) | (1,441,967) |
OTHER INCOME (EXPENSE) | ||
Gain on settlement of debt | 24,690 | |
Loss on disposal of assets | (119,325) | |
Other income | 74,994 | 137,493 |
Interest expense | (1,028,961) | (851,420) |
Total Other Expense | (1,048,602) | (713,927) |
Income Taxes | 0 | 0 |
NET LOSS | $ (2,676,269) | $ (2,155,894) |
BASIC AND DILUTED LOSS PER COMMON SHARE | $ (0.10) | $ (0.08) |
BASIC AND DILUTED WEIGHTED AVERAGE NUMBEROF COMMON SHARES OUTSTANDING | 27,826,259 | 25,692,286 |
A summary of the components of other comprehensive loss for the fiscal years ended December 31, 2018 and 2017 is as follows: | ||
Net Loss | $ (2,676,269) | $ (2,155,894) |
Other Comprehensive Income - foreign currency translation | 702,322 | 714,840 |
Comprehensive Loss | $ (1,973,947) | $ (1,441,054) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Deficit - USD ($) | Preferred Stock | Common Stock | Treasury Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Total |
Balance at Dec. 31, 2016 | $ 0 | $ 26,692 | $ (1,000,000) | $ 36,383,661 | $ (42,746,469) | $ (313,496) | $ (7,649,612) |
Balance (in shares) at Dec. 31, 2016 | 0 | 25,692,286 | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Beneficial conversion feature | 734,603 | 734,603 | |||||
Net loss for the period | (2,155,894) | (2,155,894) | |||||
Foreign currency translation | 714,840 | 714,840 | |||||
Balance at Dec. 31, 2017 | $ 26,692 | (1,000,000) | 37,118,264 | (44,902,363) | 401,344 | (8,356,063) | |
Balance (in shares) at Dec. 31, 2017 | 25,692,286 | ||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Conversion of convertible notes | $ 1,588 | 315,412 | 317,000 | ||||
Conversion of convertible notes (in shares) | 1,587,500 | ||||||
Extinguishment of debt | $ 3,500 | 671,500 | 675,000 | ||||
Extinguishment of debt (in shares) | 3,500,000 | ||||||
Retirement of treasury shares | $ (1,000) | $ 1,000,000 | (999,000) | ||||
Net loss for the period | (2,676,269) | (2,676,269) | |||||
Foreign currency translation | 702,322 | 702,322 | |||||
Balance at Dec. 31, 2018 | $ 0 | $ 30,780 | $ 37,106,176 | $ (47,578,632) | $ (1,103,666) | $ (9,338,010) | |
Balance (in shares) at Dec. 31, 2018 | 0 | 30,779,786 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net loss | $ (2,676,269) | $ (2,155,894) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 924,831 | 942,572 |
Amortization of debt discount | 377,906 | 260,213 |
Expenses paid on behalf of Company | 345,000 | |
Gain on extinguishment of debt | (24,690) | |
Loss on disposal of assets | 119,325 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | 118,717 | (44,741) |
Prepaid expenses and other assets | 75,884 | 27,028 |
Other receivables | 149,153 | |
Inventory | 291,464 | 762,019 |
Accounts payable | (366,048) | (679,119) |
Accounts payable - related party | 132,625 | |
Deferred revenue | 216,193 | (67,330) |
Accrued expenses | 297,357 | (860,031) |
Net Cash Used in Operating Activities | (512,705) | (1,321,130) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Purchases of property and equipment | (175,651) | |
Net Cash Provided by (Used in) Investing Activities | (175,651) | |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayments on notes payable | (301,247) | (515,753) |
Repayments on convertible notes payable | (75,126) | (116,460) |
Proceeds from convertible notes payable | 130,000 | 550,000 |
Proceeds from convertible notes payable, related parties | 655,000 | |
Proceeds from notes payable | 35,000 | |
Net Cash Provided by (Used in) Financing Activities | (246,373) | 607,787 |
Effect of Foreign Currency on Cash | 702,322 | 714,840 |
NET CHANGE IN CASH, CASH EQUIVALENTS, AND RESTRICTED CASH | (56,756) | (174,154) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | 165,088 | 339,242 |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | 108,332 | 165,088 |
SUPPLEMENTAL CASH FLOW INFORMATION | ||
Cash paid for interest | 77,583 | 112,908 |
Cash paid for income taxes | 0 | 0 |
NON-CASH INVESTING AND FINANCING ACTIVITIES | ||
Beneficial conversion feature | 734,603 | |
Extinguishment of convertible notes payable | 1,908,826 | |
Extinguishment of convertible notes payable, related parties | $ 1,718,000 | |
Retirement of treasury shares | 1,000,000 | |
Assignment of accrued interest to convertible notes payable | 247,265 | |
Conversion of convertible notes payable to common stock | 317,000 | |
Extinguishment of convertible notes payable to common stock | $ 675,000 |
ORGANIZATION AND SUMMARY OF SIG
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 1 – ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Company was incorporated on March 18, 1999 in the state of Nevada. On December 30, 1999, Whole Living Inc. acquired the assets, leases, product line and name of Brain Garden, L.L.C., a Utah limited liability company engaged in the marketing and distribution of various natural food products, oils and bath salts. The Company maintained its headquarters in On October 15, 2006 the Company announced they would change the combined company name to ForeverGreen Worldwide Corporation. The combined company sells products in the United States, Canada, Australia, New Zealand, Singapore, Japan, and the European Union and currently has plans to expand in other areas of the world. Principles of Consolidation The consolidated balance sheets and statement of operations at December 31, 2018 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. Recognition of Revenue In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), and has subsequently issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815), ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (collectively, Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of Topic 606 is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance was effective for the Company beginning on January 1, 2018 with the option to adopt using either a full retrospective or a modified retrospective approach. The Company adopted Topic 606 using the modified retrospective approach, under which the cumulative effect of initially applying Topic 606 was recognized as an immaterial adjustment to the opening balance of retained earnings as of January 1, 2018. The Company’s sources of revenue are from the sale of various food and other natural product sales and royalties earned. The Company recognizes the sale upon shipment of such goods. The Company offers a 100% satisfaction guarantee against defects for 30 days after the sale of their product except for a few circumstances. The Company extends this return policy to its members for a 30-day period and the consumer has the same return policy in effect against the member. Returns are less than 2.0% of sales for both years presented. Revenues are reported net of returns. All conditions of ASC 606 are met, and the revenue is recorded upon sale, with an estimated allowance, for returns where material. Accounts Receivable All accounts receivable are now sales deposits processed by third parties from the prior one to three business days that have not posted to the Company's bank account. The Company evaluates the need for an allowance for doubtful accounts when it is determined that collection amounts owed is unlikely. An allowance of and $0 had been recorded at December 31, 2018 and 2017, respectively. 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 December 31, 2018, there were 37,083,833 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive. Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less to be cash equivalent. The Company is using a credit card processor that currently requires a reserve amount of $27,336 which the Company presents this as restricted cash. In 2016 the Company implemented a new credit card processor option to better serve our members world-wide. Due to the Company not having prior experience with this processor, an initial 10% reserve of all processed transactions was implemented. This is a six-month revolving reserve until the contract is modified. At December 31, 2018, the total amount of this reserve was $27,336. Property and Equipment Expenditures for property and equipment and for renewals and betterments, which extend the originally estimated economic life of assets or convert the assets to a new use, are capitalized at cost. Expenditures for maintenance, repairs and other renewals of items are charged to expense. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts, and any gain or loss is included in the results of operations. It is our policy to capitalize certain costs incurred in connection with developing or obtaining internal use software. Capitalized software costs are included in "Property, Plant and Equipment" on our consolidated balance sheets all are primarily amortized over a 3—5 year period. Software costs that do not meet capitalization criteria are expense immediately. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Depreciable asset lives range from 3 to 7 years with leasehold improvements being depreciated over the lesser of the term of the lease or the life of the improvements. Depreciation expense for the period ended December 31, 2018 and 2017 is $924,831 and $942,572, respectively. Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company determined no impairment adjustment was need based on the analysis for the years ended December 31, 2018 and 2017. Inventory Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis. Inventory consists primarily of consumable food products and ingredients. Food products are discarded as they reach the expiration dates, because the food products are made with natural foods containing a minimum of preservatives. Non-food products are reviewed periodically to determine any obsolescence and a reserve is booked when appropriate. The products have expiration dates that range from 3 months on some of the food products to 2 years for non-food products. On December 31, 2018 and 2017 there was a reserve for obsolete inventory in the amount of $40,000 and $40,000, respectively. 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. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make assumptions that affect the amounts reported in the financial statements and accompanying notes. In these financial statements, assets, liabilities and earnings involve extensive reliance on management’s estimates. Actual results could differ from those estimates. Concentrations Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places its cash and cash equivalents at well-known, quality financial institutions. At times, such cash and investments may be in excess of the FDIC insurance limit. The accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 each. The amounts held for the Company regularly exceed that amount. The Company has an agreement with one vendor, owned 50% by a Company director, that supplies 100% of a significant ingredient that is included in several top selling products. It could decrease sales significantly if that vendor were to discontinue the supply of this ingredient. There are other providers of that ingredient in the world, however, the Company considers this provider to have the very best quality, which is nutritionally superior to other sources of this ingredient and has no intention of obtaining it from any other provider. Deferred Revenue The Company recognizes revenues upon the shipment of product. As of December 31, 2018, the Company had received payment of $230,602 for sales which were not shipped as of the period end compared to $14,409 for December 31, 2017. 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. Advertising Advertising cost are expensed as incurred and are presented as part of the general and administrative expense. Advertising expense totaled $17,320 in 2018 compared to $80,813 in 2017. Shipping and Handling The Company's shipping and handling costs are included in the cost of sales for all periods presented. Shipping and handling revenues are included in total revenues, net for all periods presented. Sales and Marketing Selling and marketing expenses include sales commissions paid to our members, special incentives, costs for incentive trips and other rewards incentives. Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). For lessees, this standard requires that for all leases not considered to be short term, a company recognize both a right-of-use asset and lease liability on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. This standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
INVENTORIES
INVENTORIES | 12 Months Ended |
Dec. 31, 2018 | |
INVENTORY [Abstract] | |
INVENTORIES | NOTE 2 – INVENTORIES Inventories for December 31, 2018 and 2017 were classified as follows: 2018 2017 Raw Materials $ 298,869 $ 433,463 Finished Goods 168,442 325,312 Total Inventory 467,311 758,775 Less Reserve (40,000) (40,000) Total Inventory (net of reserve) $ 427,311 $ 718,775 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT [Abstract] | |
PROPERTY AND EQUIPMENT | NOTE 3 – PROPERTY AND EQUIPMENT Depreciation expense is computed using the straight-line method and is recognized over the estimated lives of the property and equipment. Depreciation expense was $924,831 and $942,572 for the years ended December 31, 2018 and 2017, respectively. Property and equipment consist of the following at December 31, 2018 and 2017: 2018 2017 Leasehold improvements $ 542,845 $ 600,691 Office furniture & fixtures 126,379 271,984 Equipment 86,679 619,567 Vehicles — 72,154 Computer equipment 481,998 973,944 Computer software 3,680,990 4,446,765 Total Fixed Assets 4,918,891 6,985,105 Accumulated depreciation (3,283,409) (4,305,467) Property and equipment, net $ 1,635,482 $ 2,679,638 During 2018 the company began to downsize and as a result disposed of unused and broken assets totaling $2,066,214. Of these assets, approximately 1,946,889 had been depreciated. The end result is a loss on disposal of approximately $119,325. |
ACCRUED EXPENSES
ACCRUED EXPENSES | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES [Abstract] | |
ACCRUED EXPENSES | NOTE 4 – ACCRUED EXPENSES Accrued expenses consist of the following at December 31,2018 and 2017: 2018 2017 Accrued employee benefits $ 49,792 $ 103,206 Accrued taxes 959,087 1,082,008 Accrued member commissions 582,913 573,840 Accrued Interest 738,618 535,071 Other accrued liabilities 22,487 135,370 Total $ 2,352,897 $ 2,429,495 |
DEBT
DEBT | 12 Months Ended |
Dec. 31, 2018 | |
NOTES PAYABLE [Abstract] | |
DEBT | NOTE 5 – DEBT Notes Payable Notes payable consisted of the following as of December 31, 2018 and December 31, 2017: Balance December 31, 2017 $ 759,247 Cash additions — Cash payments (301,247) Balance December 31, 2018 $ 458,000 Less current portion December 31, 2018 Total long-term December 31, 2018 458,000 Convertible Notes N Convertible notes payable due to non-related parties consisted of the following as of December 31, 2018 and December 31, 2017: Balance December 31, 2017, net $ 4,198,524 Cash additions 130,000 Cash payments (75,126) Conversions to common stock (890,000) Assignment of interest 131,049 Amortization of debt discounts 96,483 Balance December 31, 2018, net $ 3,590,930 Less current portion December 31, 2018 2,590,930 Total long-term December 31, 2018 1,000,000 Issued Notes On April 16, 2018 the Company issued a convertible promissory note for $75,000 to a non-related party. The note has an 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 default note rate is 15 %. The note has a conversion feature for common shares at $0.08 per share and is currently in default. On June 29, 2018 the Company issued a convertible promissory note for $55,000 to a non-related party. The note has an 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 September 30, 2018. The default note rate is 15%. The note has a conversion feature for common shares at $0.12 per share and is currently in default. Converted Notes On July 25, 2018, the Company extinguished an outstanding convertible note with a principal balance of $240,000 and no accrued interest. The principal amount of the note is due and payable on December 31, 2019. The note has a conversion feature for common shares of $0.20. The company issued 1,200,000 shares. On July 27, 2018, the Company extinguished an outstanding convertible note with a principal balance of $200,000 and no accrued interest. The principal amount of the note is due and payable on December 31, 2019. The note has a conversion feature for common shares of $0.20. The company issued 1,000,000 shares. On August 5, 2018, the Company extinguished an outstanding convertible note with a principal balance of $200,000 and $59,690 accrued interest. The principal amount of the note is due and payable on August 31, 2015. The note has a conversion feature for common shares of $0.20. The company issued 1,300,000 shares. On August 5, 2018, the Company extinguished an outstanding convertible note with a principal balance of $200,000 and $63,500 accrued interest. The principal amount of the note is due and payable on December 31, 2019. The note has a conversion feature for common shares of $0.20. The company issued 1,320,000 shares. On August 10, 2018, the Company extinguished an outstanding convertible note with a principal balance of $50,000 and $3,500 accrued interest. The principal amount of the note is due and payable on December 31, 2019. The note has a conversion feature for common shares of $0.20. The company issued 267,500 shares. Convertible Notes Payable – Related Parties Convertible notes payable due to related parties consisted of the following as of December 31, 2018 and December 31, 2017: Balance December 31, 2017, net $ 2,681,577 Cash additions — Cash payments — Conversions to common stock — Assignment of interest $ 116,216 Amortization of debt discounts $ 281,423 Balance December 31, 2018, net $ 3,079,216 Less current portion December 31, 2018 $ 3,079,216 Total long-term December 31, 2018 — |
COMMON STOCK
COMMON STOCK | 12 Months Ended |
Dec. 31, 2018 | |
COMMON STOCK [Abstract] | |
COMMON STOCK | NOTE 6 – COMMON STOCK On July 25, 2018 the Company extinguished $240,000 of debt for 1,200,000 shares of common stock. The effective exercise price was $0.20 per share, resulting in a gain on extinguishment of $12,000. On July 27, 2018 the Company extinguished $200,000 of debt for 1,000,000 shares of common stock. The effective exercise price was $0.20 per share. On August 5, 2018 the Company extinguished $259,690 of debt for 1,300,000 shares of common stock. The effective exercise price was $0.20 per share, resulting in a gain on extinguishment of $12,690. On August 5, 2018 the Company converted $263,500 of debt for 1,320,000 shares of common stock. The effective exercise price was $0.20 per share. On August 10, 2018 the Company converted $53,500 of debt for 267,500 shares of commons stock. The effective exercise price was $0.20 per share. There were no stock issuances during the year ended December 31, 2017. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS The Company has note payable agreements with related parties. See Note 5 and Item 13 for obligations under the agreements |
PROVISION FOR INCOME TAXES
PROVISION FOR INCOME TAXES | 12 Months Ended |
Dec. 31, 2018 | |
PROVISION FOR INCOME TAXES [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 8 – PROVISION FOR INCOME TAXES The Company provides for income taxes under ASC 740, Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are record based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of all available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. Net deferred tax assets consist of the following components as of: December 31, 2018 2017 Net operating loss carry forwards $ 10,240,462 $ 8,617,327 Accrued commissions 153,022 316,805 Inventory differences 40,000 40,000 Employee accruals 43,531 272,763 Depreciation and amortization (924,831) (942,573) U.S. federal credits — 80,148 Allowance for doubtful accounts — 499,985 Other — — Valuation allowance (9,552,184) (8,884,455) Net deferred taxes $ — $ — The Company assesses the need for a valuation allowance against its deferred income tax assets at December 31, 2018. Factors considered in this assessment include recent and expected future earnings and the Company's liquidity and equity positions. As of December 31, 2018, and 2017, the Company has determined that a valuation allowance is necessary against the entire amount of its net deferred income tax asset. Under FASB ASC 740-10-05-6, tax benefits are recognized only for the tax positions that are more likely than no to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount of benefit that is greater than 50 percent likely to be realized upon ultimate settlement. Unrecognized tax benefits are tax benefits claimed in the company's tax return that do not meet these recognition and measurement standards. The Company had no liabilities for unrecognized tax benefits and the Company has recorded no additional interest or penalties. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 9 – COMMITMENTS AND CONTINGENCIES The Company leases facilities and warehouses under operating leases with terms ranging from 12 months to 120 months. The total rent expense recorded in 2018 was $329,146. The future annual non-cancelable operating lease payments on these leases are as follows: Total Lease Commitments: 2019 285,867 2020 292,093 2021 300,856 2022 309,881 2023 319,178 Thereafter 638,377 Total $ 2,146,252 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. |
CONCENTRATION OF RISK
CONCENTRATION OF RISK | 12 Months Ended |
Dec. 31, 2018 | |
CONCENTRATION OF RISK [Abstract] | |
CONCENTRATION OF RISK | NOTE 10 – CONCENTRATION OF RISK The Company purchases its signature product ingredient of Marine Phyto Plankton from an independent supplier during the years ended December 31, 2018 and 2017. This material is significant in several of our top selling products. If our vendor were to discontinue supplying those materials, it could decrease sales significantly. The Company recognizes there are other providers but consider this supplier to have the very best quality. This main vendor, Marine Life Science, is 50% owned by a director. |
GOING CONCERN
GOING CONCERN | 12 Months Ended |
Dec. 31, 2018 | |
Going Concern [Abstract] | |
GOING CONCERN | NOTE 11 – GOING CONCERN The accompanying financial statements have been prepared using generally accepted accounting principles applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As reported in the accompanying consolidated financial statements, the Company has working capital deficit of $9,515,492 and accumulated deficit of $47,578,632 at December 31, 2018, negative cash flows from operations, and has experienced 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 continues to monitor its cost structure and implements cost saving measures deemed to be effective. The Company has initiated some new marketing initiatives to stimulate growth in its monthly revenues, which combined with some new equity financing is allowing the Company to continue to invest in its expansion plan. This plan has involved hosting a number of industry leaders who are performing their due diligence on our Company. Additionally, we expect we will take advantage of some 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 will make improvements to the marketing plan to enhance the success that is developed. The Company intends to seek debt and equity financing as necessary. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 12 – SUBSEQUENT EVENTS On May 20, 2019, the Company issued a convertible promissory note for $100,000 to a non-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, 2020. The note has a conversion feature for common shares at $0.07 per share. On May 20, 2019, the Company issued a convertible promissory note for $100,000 to a non-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, 2020. The note has a conversion feature for common shares at $0.07 per share. On August 30, 2019, the Company issued a convertible promissory note for $361,082 to a non-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, 2021. The note has a conversion feature for common shares at $0.06 per share. On December 12, 2019, the Company issued a convertible promissory note for $171,407 to a non-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, 2020. The note has a conversion feature for common shares at $0.06 per share. |
ORGANIZATION AND SUMMARY OF S_2
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Principles of Consolidation | Principles of Consolidation The consolidated balance sheets and statement of operations at December 31, 2018 include the books of ForeverGreen Worldwide Corporation (Nevada) and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in the consolidation. |
Recognition of Revenue | Recognition of Revenue In May 2014, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2014-09, Revenue from Contracts with Customers (Topic 606), and has subsequently issued ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net), ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing, ASU 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815), ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, and ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers (collectively, Topic 606). Topic 606 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of Topic 606 is for companies to recognize revenue to depict the transfer of goods or services to customers in amounts that reflect the consideration it expects to receive in exchange for those goods or services. The guidance also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to fulfill a contract. This guidance was effective for the Company beginning on January 1, 2018 with the option to adopt using either a full retrospective or a modified retrospective approach. The Company adopted Topic 606 using the modified retrospective approach, under which the cumulative effect of initially applying Topic 606 was recognized as an immaterial adjustment to the opening balance of retained earnings as of January 1, 2018. The Company’s sources of revenue are from the sale of various food and other natural product sales and royalties earned. The Company recognizes the sale upon shipment of such goods. The Company offers a 100% satisfaction guarantee against defects for 30 days after the sale of their product except for a few circumstances. The Company extends this return policy to its members for a 30-day period and the consumer has the same return policy in effect against the member. Returns are less than 2.0% of sales for both years presented. Revenues are reported net of returns. All conditions of ASC 606 are met, and the revenue is recorded upon sale, with an estimated allowance, for returns where material. |
Accounts Receivable | Accounts Receivable All accounts receivable are now sales deposits processed by third parties from the prior one to three business days that have not posted to the Company's bank account. The Company evaluates the need for an allowance for doubtful accounts when it is determined that collection amounts owed is unlikely. An allowance of and $0 had been recorded at December 31, 2018 and 2017, respectively. |
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 December 31, 2018, there were 37,083,833 common stock equivalents from convertible notes that were excluded from the diluted EPS (earnings per share) calculation as their effect is anti-dilutive. |
Cash and Cash Equivalents and Restricted Cash | Cash and Cash Equivalents and Restricted Cash The Company considers all highly liquid investments with maturities of three months or less to be cash equivalent. The Company is using a credit card processor that currently requires a reserve amount of $27,336 which the Company presents this as restricted cash. In 2016 the Company implemented a new credit card processor option to better serve our members world-wide. Due to the Company not having prior experience with this processor, an initial 10% reserve of all processed transactions was implemented. This is a six-month revolving reserve until the contract is modified. At December 31, 2018, the total amount of this reserve was $27,336. |
Property and Equipment | Property and Equipment Expenditures for property and equipment and for renewals and betterments, which extend the originally estimated economic life of assets or convert the assets to a new use, are capitalized at cost. Expenditures for maintenance, repairs and other renewals of items are charged to expense. When items are disposed of, the cost and accumulated depreciation are eliminated from the accounts, and any gain or loss is included in the results of operations. It is our policy to capitalize certain costs incurred in connection with developing or obtaining internal use software. Capitalized software costs are included in "Property, Plant and Equipment" on our consolidated balance sheets all are primarily amortized over a 3—5 year period. Software costs that do not meet capitalization criteria are expense immediately. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Depreciable asset lives range from 3 to 7 years with leasehold improvements being depreciated over the lesser of the term of the lease or the life of the improvements. Depreciation expense for the period ended December 31, 2018 and 2017 is $924,831 and $942,572, respectively. |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets In accordance with ASC 360-10, the Company records impairment of long-lived assets to be held and used or to be disposed of when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount. The Company determined no impairment adjustment was need based on the analysis for the years ended December 31, 2018 and 2017. |
Inventory | Inventory Inventory is recorded at the lower of cost or market and valued on a first-in, first-out basis. Inventory consists primarily of consumable food products and ingredients. Food products are discarded as they reach the expiration dates, because the food products are made with natural foods containing a minimum of preservatives. Non-food products are reviewed periodically to determine any obsolescence and a reserve is booked when appropriate. The products have expiration dates that range from 3 months on some of the food products to 2 years for non-food products. On December 31, 2018 and 2017 there was a reserve for obsolete inventory in the amount of $40,000 and $40,000, respectively. |
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. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make assumptions that affect the amounts reported in the financial statements and accompanying notes. In these financial statements, assets, liabilities and earnings involve extensive reliance on management’s estimates. Actual results could differ from those estimates. |
Concentrations | Concentrations Financial instruments that potentially subject the Company to concentrations of credit risks consist of cash and cash equivalents. The Company places its cash and cash equivalents at well-known, quality financial institutions. At times, such cash and investments may be in excess of the FDIC insurance limit. The accounts are insured by the Federal Deposit Insurance Corporation up to $250,000 each. The amounts held for the Company regularly exceed that amount. The Company has an agreement with one vendor, owned 50% by a Company director, that supplies 100% of a significant ingredient that is included in several top selling products. It could decrease sales significantly if that vendor were to discontinue the supply of this ingredient. There are other providers of that ingredient in the world, however, the Company considers this provider to have the very best quality, which is nutritionally superior to other sources of this ingredient and has no intention of obtaining it from any other provider. |
Deferred Revenue | Deferred Revenue The Company recognizes revenues upon the shipment of product. As of December 31, 2018, the Company had received payment of $230,602 for sales which were not shipped as of the period end compared to $14,409 for December 31, 2017. |
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. |
Advertising | Advertising Advertising cost are expensed as incurred and are presented as part of the general and administrative expense. Advertising expense totaled $17,320 in 2018 compared to $80,813 in 2017. |
Shipping and Handling | Shipping and Handling The Company's shipping and handling costs are included in the cost of sales for all periods presented. Shipping and handling revenues are included in total revenues, net for all periods presented. |
Sales and Marketing | Sales and Marketing Selling and marketing expenses include sales commissions paid to our members, special incentives, costs for incentive trips and other rewards incentives. |
Accounting Pronouncements | Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842). For lessees, this standard requires that for all leases not considered to be short term, a company recognize both a right-of-use asset and lease liability on its balance sheet, representing the obligation to make payments and the right to use or control the use of a specified asset for the lease term. This standard is effective for annual periods beginning after December 15, 2018 and interim periods within those annual periods. The company is currently evaluating the impact of the adoption of ASU 2016-02 on its financial statements. The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations. |
INVENTORIES (Tables)
INVENTORIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
INVENTORY [Abstract] | |
Schedule of inventories | 2018 2017 Raw Materials $ 298,869 $ 433,463 Finished Goods 168,442 325,312 Total Inventory 467,311 758,775 Less Reserve (40,000) (40,000) Total Inventory (net of reserve) $ 427,311 $ 718,775 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Schedule of property and equipment | 2018 2017 Leasehold improvements $ 542,845 $ 600,691 Office furniture & fixtures 126,379 271,984 Equipment 86,679 619,567 Vehicles — 72,154 Computer equipment 481,998 973,944 Computer software 3,680,990 4,446,765 Total Fixed Assets 4,918,891 6,985,105 Accumulated depreciation (3,283,409) (4,305,467) Property and equipment, net $ 1,635,482 $ 2,679,638 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
ACCRUED EXPENSES [Abstract] | |
Schedule of accrued expenses | 2018 2017 Accrued employee benefits $ 49,792 $ 103,206 Accrued taxes 959,087 1,082,008 Accrued member commissions 582,913 573,840 Accrued Interest 738,618 535,071 Other accrued liabilities 22,487 135,370 Total $ 2,352,897 $ 2,429,495 |
DEBT (Tables)
DEBT (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Notes Payable | |
Debt Instrument [Line Items] | |
Schedule of notes payable | Balance December 31, 2017 $ 759,247 Cash additions — Cash payments (301,247) Balance December 31, 2018 $ 458,000 Less current portion December 31, 2018 Total long-term December 31, 2018 458,000 |
Convertible Notes Payable | |
Debt Instrument [Line Items] | |
Schedule of notes payable | Balance December 31, 2017, net $ 4,198,524 Cash additions 130,000 Cash payments (75,126) Conversions to common stock (890,000) Assignment of interest 131,049 Amortization of debt discounts 96,483 Balance December 31, 2018, net $ 3,590,930 Less current portion December 31, 2018 2,590,930 Total long-term December 31, 2018 1,000,000 |
Convertible Notes Payable - Related Parties | |
Debt Instrument [Line Items] | |
Schedule of notes payable | Balance December 31, 2017, net $ 2,681,577 Cash additions — Cash payments — Conversions to common stock — Assignment of interest $ 116,216 Amortization of debt discounts $ 281,423 Balance December 31, 2018, net $ 3,079,216 Less current portion December 31, 2018 $ 3,079,216 Total long-term December 31, 2018 — |
PROVISION FOR INCOME TAXES (Tab
PROVISION FOR INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
PROVISION FOR INCOME TAXES [Abstract] | |
Schedule of components of deferred tax Assets | December 31, 2018 2017 Net operating loss carry forwards $ 10,240,462 $ 8,617,327 Accrued commissions 153,022 316,805 Inventory differences 40,000 40,000 Employee accruals 43,531 272,763 Depreciation and amortization (924,831) (942,573) U.S. federal credits — 80,148 Allowance for doubtful accounts — 499,985 Other — — Valuation allowance (9,552,184) (8,884,455) Net deferred taxes $ — $ — |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Schedule of operating leases | Total Lease Commitments: 2019 285,867 2020 292,093 2021 300,856 2022 309,881 2023 319,178 Thereafter 638,377 Total $ 2,146,252 |
ORGANIZATION AND SUMMARY OF S_3
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Satisfaction guarantee against defects by company | 100.00% | |
Extended return policy period | 30 days | |
Return products under product return policy | less than 2.0% | |
Restricted cash | $ 27,336 | $ 56,976 |
Recognition of Revenue | ||
Maximum annual sales returns, expressed as a percentage of annual revenues | 2.00% | |
Accounts Receivable | ||
Allowance for doubtful accounts | $ 0 | $ 0 |
Earnings (Loss) Per Share | ||
Potentially dilutive shares excluded from computation of diluted net loss per share | 37,083,833 |
ORGANIZATION AND SUMMARY OF S_4
ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation and amortization | $ 924,831 | $ 942,572 |
INVENTORY [Abstract] | ||
Allowance for obsolete inventory | $ 40,000 | 40,000 |
Food products, expiration period | 3 months | |
Non food products, expiration period | 2 years | |
CONCENTRATION OF RISK [Abstract] | ||
FDIC Insured limit | $ 250,000 | |
Deferred Revenue [Abstract] | ||
Deferred revenue | 230,602 | 14,409 |
Advertising expense | $ 17,320 | $ 80,813 |
Suppliers | Marine Life Science | ||
Deferred Revenue [Abstract] | ||
Ownership percentage | 50.00% | |
Leasehold improvements | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Leasehold improvements | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 7 years | |
Computer software | Minimum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 3 years | |
Computer software | Maximum | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, estimated useful life | 5 years |
INVENTORIES - Summary of invent
INVENTORIES - Summary of inventories (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
INVENTORY [Abstract] | ||
Raw Materials | $ 298,869 | $ 433,463 |
Finished Goods | 168,442 | 325,312 |
Total Inventory | 467,311 | 758,775 |
Less Reserve | (40,000) | (40,000) |
Total Inventory (net of reserve) | $ 427,311 | $ 718,775 |
PROPERTY AND EQUIPMENT - Summar
PROPERTY AND EQUIPMENT - Summary of property and equipment (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 4,918,891 | $ 6,985,105 |
Accumulated depreciation | (3,283,409) | (4,305,467) |
Property and equipment, net | 1,635,482 | 2,679,638 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 542,845 | 600,691 |
Office furniture & fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 126,379 | 271,984 |
Equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 86,679 | 619,567 |
Vehicles | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 0 | 72,154 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | 481,998 | 973,944 |
Computer software | ||
Property, Plant and Equipment [Line Items] | ||
Total Fixed Assets | $ 3,680,990 | $ 4,446,765 |
PROPERTY AND EQUIPMENT (Detail
PROPERTY AND EQUIPMENT (Detail Textuals) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
PROPERTY AND EQUIPMENT [Abstract] | ||
Depreciation expense | $ 924,831 | $ 942,572 |
Loss on disposal of property and equipment | (119,325) | |
Proceeds from sale of unused and broken assets | 2,066,214 | |
Depreciation of unused and broken assets | $ 1,946,889 |
ACCRUED EXPENSES - Accrued expe
ACCRUED EXPENSES - Accrued expenses (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
ACCRUED EXPENSES [Abstract] | ||
Accrued employee benefits | $ 49,792 | $ 103,206 |
Accrued taxes | 959,087 | 1,082,008 |
Accrued member commissions | 582,913 | 573,840 |
Accrued Interest | 738,618 | 535,071 |
Other accrued liabilities | 22,487 | 135,370 |
Total | $ 2,352,897 | $ 2,429,495 |
DEBT (Details)
DEBT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Long Term Debt [Roll Forward] | ||
Amortization of debt discounts | $ 377,906 | $ 260,213 |
Notes Payable | ||
Long Term Debt [Roll Forward] | ||
Balance | 759,247 | |
Cash additions | 0 | |
Cash payments | (301,247) | |
Balance | 458,000 | 759,247 |
Total long-term December 31, 2018 | 458,000 | |
Convertible Notes Payable | ||
Long Term Debt [Roll Forward] | ||
Balance | 4,198,524 | |
Cash additions | 130,000 | |
Cash payments | (75,126) | |
Conversions to common stock | (890,000) | |
Assignment of interest | 131,049 | |
Amortization of debt discounts | 96,483 | |
Balance | 3,590,930 | 4,198,524 |
Less current portion December 31, 2018 | 2,590,930 | |
Total long-term December 31, 2018 | 1,000,000 | |
Convertible Notes Payable - Related Parties | ||
Long Term Debt [Roll Forward] | ||
Balance | 2,681,577 | |
Cash additions | 0 | |
Cash payments | 0 | |
Conversions to common stock | 0 | |
Assignment of interest | 116,216 | |
Amortization of debt discounts | 281,423 | |
Balance | 3,079,216 | $ 2,681,577 |
Less current portion December 31, 2018 | 3,079,216 | |
Total long-term December 31, 2018 | $ 0 |
DEBT (Detail Textuals)
DEBT (Detail Textuals) - USD ($) | Aug. 10, 2018 | Aug. 05, 2018 | Jul. 27, 2018 | Jul. 25, 2018 | Jun. 29, 2018 | Apr. 16, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | |||||||
Conversion rate per Share | $ 0.20 | $ 0.20 | |||||
Shares issued | 267,500 | 1,320,000 | |||||
Beneficial conversion feature | $ 734,603 | ||||||
Convertible Notes Payable | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 50,000 | $ 200,000 | $ 200,000 | $ 240,000 | |||
Accrued interest | $ 3,500 | $ 59,690 | |||||
Conversion rate per Share | $ 0.20 | $ 0.20 | $ 0.20 | $ 0.20 | |||
Shares issued | 267,500 | 1,300,000 | 1,000,000 | 1,200,000 | |||
Converted Notes due date | December 31, 2019 | August 31, 2015 | December 31, 2019 | December 31, 2019 | |||
Convertible Notes Payable | Non-related Party | |||||||
Debt Instrument [Line Items] | |||||||
Convertible promissory note issued | $ 55,000 | $ 75,000 | |||||
Interest rate | 10.00% | 10.00% | |||||
Default note rate | 15.00% | 15.00% | |||||
Beneficial conversion feature | $ 0.12 | $ 0.08 | |||||
Due date | Sep. 30, 2018 | Dec. 31, 2018 | |||||
Convertible Note Payable One | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount | $ 200,000 | ||||||
Accrued interest | $ 63,500 | ||||||
Conversion rate per Share | $ 0.20 | ||||||
Shares issued | 1,320,000 | ||||||
Converted Notes due date | December 31, 2019 |
COMMON STOCK (Detail Textuals)
COMMON STOCK (Detail Textuals) - USD ($) | Aug. 10, 2018 | Aug. 05, 2018 | Jul. 27, 2018 | Jul. 25, 2018 | Dec. 31, 2018 |
Equity [Abstract] | |||||
Value of commons stock issued for debt extinguished | $ 259,690 | $ 200,000 | $ 240,000 | ||
Number of common stock issued for debt extinguished | 1,300,000 | 1,000,000 | 1,200,000 | ||
Conversion rate per share for extinguished | $ 0.20 | $ 0.20 | $ 0.20 | ||
Gain (loss) on extinguishment of debt | $ 12,690 | $ 12,000 | $ 24,690 | ||
Conversion of debt to common stock | $ 53,500 | $ 263,500 | |||
Conversion of debt to common stock (in shares) | 267,500 | 1,320,000 | |||
Conversion rate per Share | $ 0.20 | $ 0.20 |
PROVISION FOR INCOME TAXES - Ne
PROVISION FOR INCOME TAXES - Net deferred tax assets (Details) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred Tax Assets, Net [Abstract] | ||
Net operating loss carry forwards | $ 10,240,462 | $ 8,617,327 |
Accrued commissions | 153,022 | 316,805 |
Inventory differences | 40,000 | 40,000 |
Employee accruals | 43,531 | 272,763 |
Depreciation and amortization | (924,831) | (942,573) |
U.S. federal credits | 0 | 80,148 |
Allowance for doubtful accounts | 0 | 499,985 |
Other | 0 | 0 |
Valuation allowance | (9,552,184) | (8,884,455) |
Net deferred taxes | $ 0 | $ 0 |
COMMITMENTS AND CONTINGENCIES_2
COMMITMENTS AND CONTINGENCIES (Details) | Dec. 31, 2018USD ($) |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
2019 | $ 285,867 |
2020 | 292,093 |
2021 | 300,856 |
2022 | 309,881 |
2023 | 319,178 |
Thereafter | 638,377 |
Total | $ 2,146,252 |
COMMITMENTS AND CONTINGENCIES_3
COMMITMENTS AND CONTINGENCIES (Detail Textuals) | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Commitments And Contingencies [Line Items] | |
Total rent expense recorded | $ 329,146 |
Maximum | |
Commitments And Contingencies [Line Items] | |
Terms of operating lease | 120 months |
Minimum | |
Commitments And Contingencies [Line Items] | |
Terms of operating lease | 12 months |
CONCENTRATION OF RISK (Detail T
CONCENTRATION OF RISK (Detail Textuals) | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Concentration Risk [Line Items] | ||
Concentration Risk, Benchmark Description | The Company purchases its signature product ingredient of Marine Phyto Plankton from an independent supplier during the years ended December 31, 2018 and 2017. | The Company purchases its signature product ingredient of Marine Phyto Plankton from an independent supplier during the years ended December 31, 2018 and 2017. |
Suppliers | Marine Life Science | ||
Concentration Risk [Line Items] | ||
Ownership percentage | 50.00% |
GOING CONCERN (Detail Textuals)
GOING CONCERN (Detail Textuals) - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Going Concern [Abstract] | ||
Working capital surplus (deficit) | $ (9,515,492) | |
Accumulated deficit | $ (47,578,632) | $ (44,902,363) |
SUBSEQUENT EVENTS (Detail Textu
SUBSEQUENT EVENTS (Detail Textuals) - USD ($) | Dec. 12, 2019 | Aug. 30, 2019 | May 20, 2019 | Aug. 10, 2018 | Aug. 05, 2018 |
Subsequent Event [Line Items] | |||||
Conversion rate per share | $ 0.20 | $ 0.20 | |||
Subsequent event | Convertible Notes Payable | |||||
Subsequent Event [Line Items] | |||||
Value of promissory note issued to non-related party | $ 361,082 | $ 100,000 | |||
Annual interest rate | 10.00% | 10.00% | |||
Conversion rate per share | $ 0.06 | $ 0.07 | |||
Subsequent event | Secured convertible promissory note two | |||||
Subsequent Event [Line Items] | |||||
Value of promissory note issued to non-related party | $ 171,407 | $ 100,000 | |||
Annual interest rate | 10.00% | 10.00% | |||
Conversion rate per share | $ 0.06 | $ 0.07 |