Celsius (CELH) 10-K/A 13 May 21 2019 FY Annual report (amended) Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2019	Mar. 11, 2020	Jun. 30, 2019
Document And Entity Information
Entity Registrant Name	Celsius Holdings, Inc.
Entity Central Index Key	0001341766
Document Type	10-K/A
Document Period End Date	Dec. 31, 2019
Amendment Flag	true
Amendment Description	The Company is filing this Form 10-K/A Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (in response to certain comments of the Staff of the Securities and Exchange Commission (the “SEC”) with respect to our originally filed Annual Report on Form 10-K for the year ended December 31, 2019 (the “2019 Form 10-K”). This Form 10-K/A amends the 2019 Form 10-K as follows: • “Item 8. Financial Statements and Supplementary Data” of the 2019 Form 10-K is amended to present an amended Report of Independent Registered Public Accounting Firm to reflect the fact that the operations of Func Food Group, Oyj, (“Func Food”), our Nordic distributor which we acquired on October 25, 2019, was excluded from management’s assessment of internal control over financial reporting. • “Item 9A. Controls and Procedures” was amended to (i) include a revised management’s report on internal controls that identifies the acquired business and indicates the significance of the acquired business to the consolidated financial statements; and (ii) disclose that the Company’s disclosure controls and procedures, as it related specifically to the acquisition of Func Food, were not effective as of December 31, 2019 in light of the fact that (a) the aforementioned disclosures were inadvertently omitted; and (b) the historical financial statements of Func Food that were provided in the Company’s Current Report on Form 8-K/A filed on January 8, 2020, did not fully comply with Rule 3-05/8-04 of Regulation S-X, given that the audit opinion on Func Food’s financial statements for the year ended December 31, 2018 included therein, was qualified as it related to the evaluation of impairment of intangible assets. Except as described above, this Form 10-K/A does not amend, update, or change any other items or disclosures in the 2019 Form 10-K and does not purport to reflect any information or events subsequent to the filing thereof.
Current Fiscal Year End Date	--12-31
Entity File Number	001-34611
Entity Incorporation, State or Country Code	NV
Entity Reporting Status Current	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		69,239,260
Well Known Seasoned Issuer	No
Entity Voluntary Filers	Yes
EntityPublicFloat			$ 62,459,070
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2019

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 23,090,682	$ 7,743,181
Accounts receivable-net (note 2)	7,774,618	12,980,396
Note receivable-current (note 6)	1,181,116
Inventories-net (note 4)	15,292,349	11,482,701
Prepaid expenses and other current assets (note 5)	4,170,136	2,299,375
Total current assets	51,508,901	34,505,653
Notes Receivable (note 6)	10,630,041
Property and equipment-net (note 8)	132,889	121,854
Right of use assets (note 7)	809,466
Long term security deposits	104,134
Intangibles (note 9)	17,173,000
Goodwill (note 9)	10,023,806
Total Assets	90,382,236	34,627,507
Current liabilities:
Accounts payable and accrued expenses (note 11)	17,292,647	14,845,211
Lease liability obligation (note 7)	649,074
Bonds payable-net (note 14)	8,634,279
Other current liabilities (note 12)	107,399	19,933
Total current liabilities	26,683,399	14,865,144
Long-term liabilities:
Lease liability obligation (note 7)	239,848
Revolving line of credit-note payable-related party (note 13)		3,500,000
Convertible note payables-related party-net (note 13)		4,459,381
Total Liabilities	26,923,247	22,824,525
Commitments and contingences (note 20)
Stockholders' Equity:
Preferred Stock, $0.001 par value; 2,500,000 shares authorized, zero shares issued and outstanding at December 31, 2019 and December 31, 2018 (note 15)
Common stock, $0.001 par value; 75,000,000 shares authorized, 68,941,311 and 57,002,508 shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively (note 17)	68,942	57,003
Additional paid-in capital	127,552,998	85,153,667
Accumulated other comprehensive loss	(753,520)	(26,997)
Accumulated deficit	(63,409,431)	(73,380,691)
Total Stockholders' Equity	63,458,989	11,802,982
Total Liabilities and Stockholders' Equity	$ 90,382,236	$ 34,627,507

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, authorized	2,500,000	2,500,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, authorized	75,000,000	75,000,000
Common stock, issued	68,941,311	57,002,508
Common stock, outstanding	68,941,311	57,002,508

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Income Statement [Abstract]
Revenue		$ 75,146,546	$ 52,603,986
Cost of revenue		43,844,733	31,543,608
Gross profit		31,301,813	21,060,378
Selling and marketing expenses		21,129,722	21,213,530
General and administrative expenses		11,620,534	10,487,592
Total operating expense		32,750,256	31,701,122
Loss from operations		(1,448,443)	(10,640,744)
Other Income/(Expense):
Interest income on note receivable (note 6)		381,728
Interest expense		(509,430)	(174,409)
Interest on other obligations		(57,579)
Loss on debt extinguishment			(377,048)
Amortization of discount on notes payable		(707,286)	(14,447)
Amortization of discount on bonds payable		(119,188)
Other miscellaneous expense		(29,579)
Gain on investment repayment-(note 6)		12,461,037
Total Other Income/(Expense)		11,419,703	(565,904)
Net Income/(Loss)		9,971,260	(11,206,648)
Preferred stock dividend - other			(213,133)
Net Income/(Loss) available to common stockholders		$ 9,971,260	$ (11,419,781)
Income/(Loss) per share:
Basic		$ 0.16	$ (0.23)
Diluted		$ 0.16	$ (0.23)
Weighted average shares outstanding:
Basic		60,761,995	50,050,696
Diluted	[1]	64,183,399	50,050,696
[1]	Please refer to Earnings per Share section for further details.

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income/(loss) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Statement of Comprehensive Income [Abstract]
Net Income/(Loss) available to common stockholders, as reported	$ 9,971,260	$ (11,419,781)
Other comprehensive income/(loss):
Unrealized foreign currency translation (loss)/income	(60,580)	12,381
Comprehensive income/(loss)	$ 9,910,680	$ (11,407,400)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Other-Comprehensive Income (Loss) [Member]	Accumulated Deficit [Member]	Total
Balances at Dec. 31, 2017	$ 7	$ 45,702	$ 79,101,824	$ (39,378)	$ (61,960,910)	$ 17,147,245
Balances, shares at Dec. 31, 2017	6,760	45,701,593
Preferred stock C - conversion to common stock	$ (3)	$ 5,806				5,803
Preferred stock C - conversion to common stock, shares	(3,016)	5,806,022
Issuance of preferred stock for conversion of accrued dividends			255,903			255,903
Issuance of preferred stock for conversion of accrued dividends, shares	256
Preferred stock D- conversion to common stock	$ (4)	$ 4,651	(10,450)			(5,803)
Preferred stock D- conversion to common stock, shares	(4,000)	4,651,163
Stock option expense			4,293,797			4,293,797
Issuance of common stock in exchange of service		$ 60	279,540			279,600
Issuance of common stock in exchange of service, shares		60,000
Issuance of common stock pursuant to exercise of stock options - Cashless		$ 313	(313)
Issuance of common stock pursuant to exercise of stock options - Cashless, shares		313,008
Issuance of common stock pursuant to exercise of stock options - Cash		$ 471	301,252			301,723
Issuance of common stock pursuant to exercise of stock options - Cash, shares		470,722
Loss on debt extinguishment			377,048			377,048
Beneficial Conversion Feature on Convertible Instruments			555,066			555,066
Preferred stock dividend					(213,133)	(213,133)
Foreign currency translation				12,381		12,381
Net income (loss)					(11,206,648)	(11,206,648)
Balances at Dec. 31, 2018		$ 57,003	85,153,667	(26,997)	(73,380,691)	11,802,982
Balances, shares at Dec. 31, 2018		57,002,508
Issuance of common stock from public offering		$ 7,986	26,947,451			26,955,437
Issuance of common stock from public offering, shares		7,986,110
Stock option expense			4,831,750			4,831,750
Issuance of common stock pursuant to exercise of stock options - Cashless		$ 511	(511)
Issuance of common stock pursuant to exercise of stock options - Cashless, shares		510,649
Issuance of common stock pursuant to exercise of stock options - Cash		$ 246	223,837			224,083
Issuance of common stock pursuant to exercise of stock options - Cash, shares		245,584
Beneficial Conversion Feature on Convertible Instruments			166,668			166,668
Foreign currency translation				(726,523)		(726,523)
Issuance of common stock on conversion of note payable		$ 3,196	10,230,136			10,233,332
Issuance of common stock on conversion of note payable, shares		3,196,460
Net income (loss)					9,971,260	9,971,260
Balances at Dec. 31, 2019		$ 68,942	$ 127,552,998	$ (753,520)	$ (63,409,431)	$ 63,458,989
Balances, shares at Dec. 31, 2019		68,941,311

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Cash flows from operating activities:
Net income/(loss)	$ 9,971,260	$ (11,206,648)
Adjustments to reconcile net income/(loss) to net cash provided/used in operating activities:
Depreciation	66,939	72,162
Amortization	826,474
Loss on Debt Extinguishment		377,048
Stock-based compensation expense for services		279,600
Stock-based compensation expense	4,831,750	4,293,797
Bad debt allowance	109,393
Inventory excess and obsolescence allowance	331,985
Gain on China transaction	(12,461,037)
Changes in operating assets and liabilities:
Accounts receivable-net	(1,432,980)	(6,604,738)
Inventory	(2,239,254)	(6,177,196)
Prepaid expenses and other current assets	(805,571)	(1,118,930)
Accounts payable and accrued expenses	2,624,892	8,533,388
Accrued preferred dividends		(96,916)
Change in Right to Use and Lease Obligation-net	105,943
Deposits/deferred revenue and other current liabilities	(895,806)	2,013
Net cash used in operating activities	1,033,988	(11,646,420)
Cash flows from investing activities:
Purchase of property and equipment	(77,974)	(110,417)
Cash consideration for acquisition-net of cash from acquisition	(14,188,056)
Net cash used in investing activities	(14,266,030)	(110,417)
Cash flows from financing activities:
Principal Payments-Finance Leases	(26,486)
Proceeds from notes payable-related-party, net	1,500,000	5,000,000
Net proceeds from sale of common stock	26,955,437
Proceeds from exercise of stock options	224,083	301,013
Net cash provided by financing activities	28,653,034	5,301,013
Effect on exchange rate changes on cash and cash equivalents	(73,491)	(12,381)
Net increase/(decrease) in cash and cash equivalents	15,347,501	(6,443,443)
Cash and cash equivalents at beginning of the year	7,743,181	14,186,624
Cash and cash equivalents at end of the year	23,090,682	7,743,181
Cash paid during period for:
Interest	131,528	174,409
Preferred Dividends		40,000
Non-cash investing and financing activities:
Accrued preferred dividends
Debt conversion and related accrued expenses into common stock	10,233,332
Non-Cash Items Related to China Settlement:
Accounts Receivable	3,314,146
Inventory	258,688
Pre-paid expense and other current assets	175,185
Accounts payable and accrued expenses	(3,748,019)
European acquisition detail of assets acquired & liabilities assumed:
Accounts Receivable	1,300,468
Inventory	2,161,067
Other assets	1,240,375
Intangible assets	17,173,000
Goodwill	10,024,000
Accounts payable and accrued expenses	10,233,332
Lease liability obligations	(817,041)
Bonds Payable	(8,356,958)
Other liabilities	$ (532,088)

ORGANIZATION AND DESCRIPTION OF

ORGANIZATION AND DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2019
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND DESCRIPTION OF BUSINESS	1. ORGANIZATION AND DESCRIPTION OF BUSINESS Business Company Celsius Holdings The Company is engaged in the development, marketing, sale and distribution of " functional

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("US GAAP"). Consolidation Policy Significant Estimates Segment Reporting Disclosed About Segments of an Enterprise and Related Information.) Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company's cash accounts may exceed the Federal Deposit Insurance Corporation limit. At December 31, 2019, the Company had approximately $22.8 million in excess of the Federal Deposit Insurance Corporation limit. For the years ended December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2019 2018 A* 12.0 % 8.0 % B* - 15.8 % All other 88.0 % 76.2 % Total 100.0 % 100.0 % At December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2019 2018 A** 19.2 % 7.2 % B** - 38.2 % C** - 25.2 % All other 80.8 % 29.4 % Total 100.0 % 100.0 % *Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. All other revenues customers were mainly derived from the United States. **Receivables from customer A are obtained from a customer located in the United States. Receivables from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. Receivables from customer C pertained to a customer in China which now reflects the change in our China business model to a royalty and licensing framework. Cash Equivalents Accounts Receivable Inventories Property and Equipment Impairment of Long-Lived Assets Goodwill On October 25, 2019 the Company acquired 100% of Func Food Group Oyj ("Func Food") their distributor in the Nordics. As a result of the acquisition goodwill of approximately $10,024,000 resulted from the excess of the consideration paid and the fair value of net tangible and intangible assets (see note 10). There was no other activity related to goodwill during the years ended December 31, 2019 or 2018. Intangible assets Revenue Recognition Customer Advances As of December 31, 2019, and 2018, the Company did not have any customer advances. Advertising Costs Research and Development Foreign Currency Translation — Fair Value of Financial Instruments Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at December 31, 2019 and 2018. Income Taxes — Accounting for Uncertain Income Tax Positions. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company's tax returns for tax years in 2016 through 2019 remain subject to potential examination by the taxing authorities. Earnings per Share The effects of dilutive instruments have been presented for the year-to-date net income as of December 31, 2019. Other periods presented do not reflect the dilutive shares, as the effects would be anti-dilutive due to the fact that losses are being reflected for those periods. Please refer to the below table for additional details: For the years 2019 2018 Net income (loss) available to common stockholders $ 9,971,260 $ (11,419,781 ) Adjustments for diluted earnings: Preferred Stock Dividend - 213,133 Interest expense on convertible notes 348,493 - Amortization of discount on notes payable 239,570 - Diluted net income (loss) available to common stockholders $ 10,559,323 $ (11,206,648 ) Income (Loss) per share: Basic $ 0.16 $ (0.23 ) Diluted $ 0.16 $ (0.23 ) Weighted average shares outstanding: Basic 60,761,995 50,050,696 Diluted 64,183,399 50,050,696 Share-Based Payments Cost of Sales Operating Expenses Shipping and Handling Costs Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Leases — In January 2017, the FASB issued ASU No. 2017-04, "Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit's carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is currently assessing the impact of this standard on their Financial Statements. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements. Liquidity . On September 16, 2019 the Company issued 7,986,110 in a public placement and obtained gross proceeds of $28,749,996 and paid $1,585,000 in commissions & fees and incurred in $209,559 of expenses related to the capital raise thereby resulting in net-proceeds in the amount of $26,955,437. Management deems that there is sufficient liquidity to properly operate the business for the next 12 twelve months.

REVENUE

REVENUE	12 Months Ended
	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
REVENUE	3. REVENUE Information about the Company's net sales by reporting segment for the twelve months ended December 31, 2019 and 2018 is as follows: For the years ended December 31, December 31, 2019 2018 North America $ 59,659,320 $ 38,905,235 Europe 14,455,634 9,239,312 Asia 840,648 4,276,155 Other 190,944 183,284 Net sales $ 75,146,546 $ 52,603,986 License Agreement In January 2019, the Company entered into a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd ("Qifeng"). Under the agreement, Qifeng was granted the exclusive license rights to manufacture, market and commercialize Celsius branded products in China. The term of the agreement is 50 years, with annual royalty fees due from Qifeng after the end of each calendar year. The royalty fees are based on a percentage of Qifeng's sales of Celsius branded products; however, the fees are fixed for the first five years of the agreement, totaling approximately $6.9 million, and then are subject to annual guaranteed minimums over the remaining term of the agreement. Under the agreement, the Company grants Qifeng exclusive license rights and provides ongoing support in product development, brand promotion and technical expertise. The ongoing support is integral to the exclusive license rights and, as such, both of these represent a combined, single performance obligation. The transaction price consists of the guaranteed minimums and the variable royalty fees, all of which are allocated to the single performance obligation. The Company recognizes revenue from the agreement over time because the customer simultaneously receives and consumes the benefits from the services. The Company uses the passage of time to measure progress towards satisfying its performance obligation because its efforts in providing the exclusive license rights and ongoing support occur on a generally even basis throughout the year. Total revenue recognized under the agreement was approximately $346,000 for the year ended December 31, 2019 which is included as part of other current assets and is reflected in the Company's Asia reporting segment which was determined by the minimum royalties due during first year, as per the licensing agreement.

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2019
Inventory Disclosure [Abstract]
INVENTORIES	4. INVENTORIES Inventories consist of the following at: December 31, December 31, 2019 2018 Finished goods $ 12,990,044 $ 8,739,877 Raw Materials 3,167,853 2,817,477 Less: Inventory reserve (865,548 ) (74,653 ) Inventories-net $ 15,292,349 $ 11,482,701

PREPAID EXPENSES AND OTHER CURR

PREPAID EXPENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Dec. 31, 2019
Prepaid Expense and Other Assets, Current [Abstract]
PREPAID EXPENSES AND OTHER CURRENT ASSETS	5. PREPAID EXPENSES AND OTHER CURRENT ASSETS Prepaid expenses and other current assets total $4,170,000 and $2,300,000, at December 31, 2019 and 2018, respectively, and consist mainly of prepaid advances to co-packers related to inventory production, advertising, prepaid insurance, prepaid slotting fees, value added tax payments and deposits on purchases.

NOTE RECEIVABLE

NOTE RECEIVABLE	12 Months Ended
	Dec. 31, 2019
Note Receivable [Abstract]
NOTE RECEIVABLE	6. NOTE RECEIVABLE Note receivable consists of the following at: December 31, December 31, 2019 2018 Note Receivable-current $ 1,181,116 $ - Note Receivable-non-current 10,630,041 - Total Note Receivable $ 11,811,157 $ - On January 1, 2019, the Company entered into a license and repayment of investment agreement with Qifeng Food Technology (Beijing) Co., Ltd ("Qifeng"). Under the agreement, Qifeng will repay the market investment Celsius has made into China to date, over a five-year period, under an unsecured, interest-bearing note receivable ("Note"). The initial outstanding principal under the Note was approximately $12.2 million which is denominated in Chinese Renminbi (CNY) and was recorded as Other Income on the Consolidated Statements of Operations for the year ended December 31, 2019. The amount recognized considered the net of the balances of the accounts receivable, accounts payable and accrued expenses, as well as the marketing investments that were performed in the China market. Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million. For the year ended December 31, 2019, the weighted average interest rate was 3.21% and interest income was approximately $382,000. The Company assesses the Note for impairment periodically by evaluating whether it is probable that the Company will be unable to collect all the contractual interest and principal payments as scheduled in the Note agreement, based on historical experience about Qifeng's ability to pay, the current economic environment and other factors. If the Note is determined to be impaired, the impairment is measured based on the present value of the expected future cash flows under the Note, discounted at the Note's effective interest rate. At December 31, 2019, the Note was not deemed to be impaired. The first installment of the note in the amount of RMB 13,253,093 is due on March 31, 2020. We were requested to provide a 3-month consideration to delay payment until June 30, 2019, due to the impact of the health crisis in China. For this consideration, a guarantee was obtained for the full amount of the first-installment and offers as collateral stock certificates in Celsius Holdings, Inc., which amount to 570,412 shares. The consideration was provided and therefore payment in full of the first installment is expected to be provided on June 30, 2020.

LEASES

LEASES	12 Months Ended
	Dec. 31, 2019
Leases [Abstract]
LEASES	7. LEASES In February 2016, the FASB issued Accounting Standards Update 2016-02 (ASU 2016-02), Leases (Topic 842). Topic 842 requires lessees to recognize a right-of-use (ROU) asset and lease liability in the balance sheet for all leases, including operating leases with terms of more than twelve months. The Company adopted Topic 842, as amended, effective January 1, 2019. Upon adopting Topic 842, the Company recognized a ROU asset of $259,358 and a corresponding lease liability pertaining to the Company's operating lease of its corporate office space from a related party (see Note 20), measured based on the present value of the future minimum lease payments utilizing the Company's incremental borrowing rate as the basis for the computations. ROU assets also include any lease payments made and exclude lease incentives. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. The adoption of Topic 842 did not have a material impact on our consolidated statements of operations or consolidated statements of cash flows, and did not result in a cumulative effect adjustment to retained earnings in the period of adoption. The Company elected the package of practical expedients permitted under the transition guidance within the Topic 842, which allowed the Company to carry forward the historical lease classification, not reassess prior conclusions related to expired or existing contracts that are or that contain leases, and not reassess the accounting for initial direct costs. In addition to the Company's operating lease of its corporate office space, the Company acquired certain other leases of vehicles and office space as part of its Acquisition of Func Food during the fourth quarter of 2019 (see Note 10). At the inception of a contract, the Company assesses whether the contract is, or contains, a lease. The Company's assessment is based on: (1) whether the contract involves the use of a distinct identified asset, (2) whether the Company obtains the right to substantially all the economic benefit from the use of the asset throughout the term, and (3) whether the Company has the right to direct the use of the asset. At inception of a lease, the Company allocates the consideration in the contract to each lease and non-lease component based on the component's relative stand-alone price to determine the lease payments. Lease and non-lease components are accounted for separately. Leases are classified as either finance leases or operating leases based on criteria in Topic 842. The Company's operating leases are generally comprised of real estate and vehicles, and the Company's finance leases are generally comprised of vehicles. Lease expense for operating leases, consisting of lease payments, is recognized on a straight-line basis over the lease term. Included in lease expense are any variable lease payments incurred in the period that were not included in the initial lease liability. Lease expense for finance leases consists of the amortization of the ROU asset on a straight-line basis over the asset's estimated useful life and interest expense is calculated using the effective interest rate method. The following is a summary of lease cost recognized in the Company's consolidated statements of operations for the year ended December 31, 2019: Year ended Operating Finance Lease cost in general and administrative expenses: Operating lease expense $ 188,977 $ - Amortization of finance lease ROU assets - 97,478 Total lease cost in general and administrative expenses 188,977 97,478 Lease cost in other expense: Interest on finance lease liabilities - 2,288 Total lease cost in other expense - 2,288 Total lease cost $ 188,977 $ 99,766 The following is a summary of the impact of the Company's leases on the consolidated statements of cash flows for the year ended December 31, 2019: Year ended Leasing activity in cash flows from operating activities: Operating leases (182,917 ) Interest payments on finance lease liabilities (2,288 ) Total leasing activity in cash flows from operating activities (185,205 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (26,486 ) Total leasing activity in cash flows from financing activities: (26,486 ) The following is a summary of the weighted average remaining lease term and weighted average discount rate for the Company's population of leases as of December 31, 2019: Operating Finance Leases Weighted average remaining lease term (years) 1.5 1.2 Weighted average discount rate 6.88 % 2.62 % The future annual minimum lease payments required under the Company's leases as of December 31, 2019 are as follows: Operating Finance Total Future minimum lease payments 2020 $ 310,532 $ 363,022 $ 673,554 2021 102,343 88,134 190,477 2022 7,175 50,033 57,208 Total future minimum lease payments 420,050 501,189 921,239 Less: Amount representing interest (17,823 ) (14,494 ) (32,317 ) Present value of lease liabilities 402,227 486,695 888,922 Less current portion (294,916 ) (354,158 ) (649,074 ) Long-term portion $ 107,311 $ 132,537 $ 239,848

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	8. PROPERTY AND EQUIPMENT Property and equipment consist of the following at: December 31, December 31, 2019 2018 Furniture and equipment $ 529,550 $ 451,576 Less: accumulated depreciation (396,661 ) (329,722 ) Total $ 132,889 $ 121,854 Depreciation expense amounted to $66,939 and $51,205 during year ended December 31, 2019 and 2018, respectively.

GOODWILL AND INTANGIBLES

GOODWILL AND INTANGIBLES	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLES	9. GOODWILL AND INTANGIBLES Goodwill consists of approximately $10,023,806 resulting from the excess of the consideration paid and the fair value of net tangible and intangible assets acquired from the Func Food Acquisition (see note 10). There was no other activity related to goodwill during the years ended December 31, 2019 or 2018. Intangible assets consist of acquired customer relationships and brands from the Func Food Acquisition, amounting to approximately $14,050,000 and $3,123,000, respectively. Customer relationships are amortized over an estimated useful life of 25 years and brands have an indefinite life. The following is the future estimated amortization expense related to customer relationships as of December 31, 2019: Year ending December 31, 2020 $ 562,000 2021 562,000 2022 562,000 2023 562,000 2024 562,000 Thereafter 11,240,000 $ 14,050,000

ACQUISITION-EUROPEAN OPERATIONS

ACQUISITION-EUROPEAN OPERATIONS	12 Months Ended
	Dec. 31, 2019
Acquisition european Operations [Abstract]
ACQUISITION-EUROPEAN OPERATIONS	10. ACQUISITION-EUROPEAN OPERATIONS The Company acquired 100% of Func Food Group, Oyj ("Func Food) on October 25, 2019 ("the Acquisition"). The Acquisition was structured as a purchase of all of Func Food's equity shares and a restructuring of Func Food's pre-existing debt. Total consideration was $27,060,701, which consisted of approximately $14,188,000 in cash, $8,357,000 of newly issued bonds (see Note 14) and $4,516,000 related to the settlement of a pre-existing debt. In addition to the aforementioned bond issuance, the Company financed the acquisition by issuing new common shares. Func Food is a marketer and distributor of nutritional supplements, health food products and beverages, that support sport activities and healthy living and lifestyles in Finland, Sweden, and Norway. Func Food has been the Nordic distributor of Celsius products since 2015 and, as a result of the acquisition, the Company expects to further increase its Nordic market share by leveraging collaborations, revamping its marketing strategy and focusing on core products. It also expects to reduce costs through economies of scale. The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for Func Food and the amounts of the assets acquired at fair market value and liabilities assumed recognized at the Acquisition date. Acquisition consideration Cash $ 14,188,056 Bonds payable 8,356,958 Settlement of pre-existing debt 4,515,687 Total consideration transferred 27,060,701 Assets acquired and liabilities assumed Accounts receivable $ 1,300,468 Inventories 2,161,067 Prepaid expenses and other current assets 331,774 Property and equipment 616 Right of use asset 806,572 Other long-term assets 101,413 Intangible assets-Customer relationships 14,050,000 Intangible assets-Brands 3,123,000 Accounts payable and accrued expenses (3,489,080 ) Lease liability Obligations (817,041 ) Other current liabilities (532,088 ) Total identifiable net assets $ 17,036,701 Goodwill $ 10,024,000 The following pro-forma consolidated results of operations have been presented as if the acquisition occurred on January 1, 2018 For the years ended December 31, Supplemental Pro forma: 2019 2018 Revenues $ 96,078,631 $ 82,373,802 Earnings/(loss) 1,714,124 (34,401,626 ) For the year ended December 31, 2019, pro forma earnings include approximately $6.7 million of historical, non-recurring charges of Func Food that are not expected to have an ongoing effect after the Acquisition. These non-recurring charges consist of $2.2 million of inventory impairment charges, $0.3 million of restructuring charges, and $4.2 million of incremental interest expense on Func Food's historical debt that was restructured as part of the Acquisition. Consequently, 2019 earnings would have amounted to $8.5 million had these non-recurring expenses not been incurred. For the year ended December 31, 2018, pro forma earnings includes approximately $15.3 million of historical, non-recurring charges of Func Food that are not expected to have an ongoing effect after the Acquisition. These non-recurring charges consist of $1.6 million of inventory impairment charges, $0.4 million of restructuring charges, $9.1 million of intangible asset and goodwill impairment, and $4.2 million of incremental interest expense on Func Food's historical debt that was restructured as part of the acquisition. The year ended December 31, 2018 would have reflected a loss of $19.1million had these non-recurring expenses not been incurred.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consist of the following at: December 31, December 31, 2019 2018 Accounts payable $ 10,159,900 $ 5,825,446 Accrued expenses 7,132,747 9,019,765 Total $ 17,292,647 $ 14,845,211

OTHER LIABILITIES

OTHER LIABILITIES	12 Months Ended
	Dec. 31, 2019
Accrued Liabilities and Other Liabilities [Abstract]
OTHER LIABILITIES	12. OTHER LIABILITIES Other current liabilities consist of the following at: December 31, December 31, 2019 2018 Other Liabilities-State Beverage Container Deposit $ 107,399 $ 19,933 Total $ 107,399 $ 19,933

NOTES PAYABLE - RELATED PARTY

NOTES PAYABLE - RELATED PARTY	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
NOTES PAYABLE - RELATED PARTY	13. NOTES PAYABLE - RELATED PARTY Line of credit convertible note payable - related party consists of the following as of: December 31, December 31, 2019 2018 Note Payable – line of credit In July 2010, the Company entered into a line of credit note payable with a related party and major shareholder which carries interest of five percent per annum paid quarterly. The Company can borrow up to $9,500,000. The Company has pledged all its assets as security for the line of credit. The note matures in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line, reducing the amount to $4,500,000. During March 2018, the Company issued $1,000,000 of common stock in exchange for cancellation of $1,000,000 of this line, reducing the amount to $3,500,000. In December 2018, the Company amended and restated the note payable into a line of credit loan agreement continuing to carry a five percent per annum interest but payable semi-annually. The Company could borrow up to $5.0 million. As a result, of this substantial modification which was treated as a debt extinguishment, a new liability was established and a loss of $377,048 on the extinguishment of debt was recognized. The note had a maturity date of December 2020. In January 2019, the Company increased the borrowed amount by $1,500,000 and recognized a discount of $166,668 regarding to the beneficial conversion feature of the note payable. In September 16, 2019, the principal value of the note was converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. The principal balance of $5.0 million and the accrued but unpaid interest in the amount of $52,778 were converted into common shares. Consequently, a total of $5,052,778 were converted at the conversion price of $3.39 based on the on the average of the closing price for the shares during the ten (10) business days prior to the last advance date, less a discount of 10%, in accordance with the promissory note. As a result of the conversion of the promissory note, the Company recognized the remaining un-amortized balance of the discount of $108,454, as interest expense. Long-term portion $ - $ 3,500,000 December 31, December 31, 2019 2018 Convertible Notes Payable In December 2018, the Company entered into a line of credit note payable with a related party and shareholder which carries interest of five percent per annum paid semi-annually. The Company borrowed up to $3.0 million. This note had an unamortized discount of $324,371, as of December 31, 2018. The note would have matured in December 2020. The note had an unamortized discount on the date of conversion of $205,837 which was recognized as interest expense upon conversion. On September 16, 2019, the principal value of the note of $3.0 million and the accrued but unpaid interest in the amount of $108,333 were converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. A total of 3,108,333 were converted at the conversion price of $3.04 which was determined based on the average of the closing price for the shares during the ten (10) business days prior to the Advance Date, less a discount of 10%, resulting in the issuance of 1,022,568 shares. - 2,675,629 In December 2018, the Company entered into a line of credit convertible note payable with a related party and shareholder which carries interest of five percent per annum paid semi-annually. The Company can borrow up to $2.0 million. This note had an unamortized discount of $216,248 as of December 31, 2018. The unamortized discount of $137,225 was recognized as interest expense on the conversion date. The note would have matured in December 2020. In September 16, 2019, the principal value of the note of $2.0 million and the accrued but unpaid interest in the amount of $72,222 were converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. A total of 2,072,222 were converted at the conversion price of $3.04 which was determined based on the average of the closing price for the shares during the ten (10) business days prior to the Advance Date, less a discount of 10%, resulting in the issuance of 681,712 shares. - 1,783,752 Long-term portion-Net of Discount $ - $ 4,459,381

BONDS PAYABLE

BONDS PAYABLE	12 Months Ended
	Dec. 31, 2019
Bonds Payable [Abstract]
BONDS PAYABLE	14. BONDS PAYABLE Bonds payable consists of the following as of: December 31, December 31, 2019 2018 Bonds issued as part of the purchase consideration to acquire Func Food (see note 9). The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020. The Bonds are carried at the nominal amount, less any unamortized discount and issuance costs. The discount is amortized using the effective interest rate method. As of December 31, 2019, the unamortized balance of the discount is approximately $377,000. Amortization of the discount was approximately $78,250 for the year ended December 31, 2019. The bond issuance costs amounted to $229,250. The issuance costs are being amortized over a straight-line basis, given the short-term nature and that it does not result in a material difference from applying the effective interest rate method. Amortization of the bond issuance costs from the issuance date through December 31, 2019 was $40,938. Upon maturity of the Bonds, the Company may, at its own election, convert up to 50% of the outstanding nominal amount of the Bonds into shares of common stock of the Company, at a conversion price relative to the 30-day weighted-average trading price of the Company's common shares prior to the Acquisition. At the Company's election, the Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%, plus any accrued but unpaid interest on the repaid amount. The Bonds are unsubordinated and are guaranteed by Func Food and its direct and indirect subsidiaries. The Bonds are secured by substantially all the assets of Func Food. The Bonds contain certain financial covenants that are specific to Func Food, mainly related to minimum cash requirements at the end of each quarter. As of December 31, 2019, Func Food is in compliance with these covenants. $ 8,634,279 $ - Bonds payable $ 8,634,279 $ -

PREFERRED STOCK - RELATED PARTY

PREFERRED STOCK - RELATED PARTY	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
PREFERRED STOCK - RELATED PARTY	15. PREFERRED STOCK – RELATED PARTY The Company entered into a securities purchase agreement with CDS Ventures of South Florida, LLC ("CDS") and CD Financial, LLC ("CD"). CDS and CD are limited liability companies which are affiliates of Carl DeSantis, the Company's principal shareholder. The Company issued 2,200 shares of its Series C Preferred Stock (the "Preferred C Shares") in exchange for the conversion of a $550,000 short term loan from CDS and the conversion of $1,650,000 in indebtedness under the Company's line of credit with CD (the "CD Line of Credit"). The Preferred C Shares are convertible into our common stock at the option of the holder thereof at a conversion price of $0.52 per share at any time until December 31, 2018, at which time they will automatically convert into shares of our common stock determined by dividing the liquidation preference of $1,000 per Preferred C Share by the conversion price then in effect. The conversion price is subject to adjustment in the event of stock dividends, stock splits and similar events. The Preferred C Shares accrue cumulative annual dividends at the rate of 6% per annum, payable by the issuance of additional Preferred C Shares. The holder of Preferred C Shares votes on an "as converted" basis, together with holders of common stock as a single class on all matters presented to shareholders for a vote, except as required by law. In April 2015, the Company issued 180 Preferred C Shares valued at $180,000 in settlement of $180,000 in accrued preferred C dividends. In October 2018, the Company issued 383 Preferred C Shares valued at $383,000 in settlement of $383,000 in accrued preferred C dividends. As of December 31, 2018, $255,903 of dividends has been accrued and converted into 256 of additional Preferred C. The Preferred C Shares matured on December 31, 2018 and were exchanged for shares of Company common stock in the amount of 5,806,022. On April 16, 2015, the Company entered into an amendment to its existing Loan and Security Agreement (the "Amendment") with CD an affiliate of CDS Ventures and Mr. DeSantis. Pursuant to the Amendment, the outstanding principal amount of the CD note payable was reduced by $4.0 million, which amount was converted into 4,000 shares of a newly-designated Series D Preferred Stock (the "Preferred D Shares"). This related party was given a conversion price of $0.86 per common share, whereas other investors purchased common shares at $0.89 in the private placement, as discussed in note 12. The difference of $0.03 per share, which resulted in $139,535, was recorded as a dividend in accordance with ASC 470-20-35, subsequent measurement for debt with conversion and other options. The Preferred D Shares are convertible into our common stock at the option of the holder thereof at a conversion price of $0.86 per share until the earlier of the January 2, 2021 due date of our note payable with CD Financial or such earlier date as the note payable is satisfied (the "Maturity Date"). The conversion price is subject to adjustment in the event of stock dividends, stock splits and similar events. The Preferred D Shares accrue cumulative annual cash dividends at the rate of 5% per annum, payable quarterly in cash and have a liquidation preference of $1,000 per share. On the Maturity Date, the Preferred D Shares automatically convert into shares of our common stock in a number determined by dividing the $1,000 per Preferred D Share liquidation preference plus any accrued but unpaid dividends, by the conversion price then in effect. The Holder shall have the right, at its election, to require the Company to redeem all or any portion of the shares held by the holder in exchange for cash or common stock upon the occurrence of certain events which management believes are under the control of the Company. As of March 31, 2018, none of the contingent events have occurred and in accordance with ASC-480-10-25 "Distinguishing Liabilities from Equity" and Regulation S-X-Rule 5-02-27, the Company has classified these shares as permanent equity. The Preferred D Shares may also be redeemed by us at any time on or after December 31, 2017, at a redemption price equal to 104% of the liquidation preference. The holder of the Preferred D Shares votes on an "as converted" basis, together with holders of common stock as a single class on all matters presented to shareholders for a vote, except as required by law. In March 2018, the Preferred D shares were converted into 4,651,163 shares of common stock.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2019
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	16. RELATED PARTY TRANSACTIONS The Company's office is rented from a company affiliated with CD Financial, LLC which is controlled by one of our shareholders Carl DeSantis. Currently, the lease expires on October 2020 with monthly rent of $12,826. The rental fee is commensurate with other properties available in the market. Other related party transactions are discussed in notes 13 and 15.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2019
Equity [Abstract]
STOCKHOLDERS' EQUITY	17. STOCKHOLDERS' EQUITY Issuance of common stock pursuant to exercise of stock options During the year ended December 31, 2019, the Company issued an aggregate of 756,233 shares of its common stock pursuant to the exercise of stock options granted under the Company's Stock Incentive Plans. The Company received aggregate proceeds of $224,083 for 245,584 options exercised for cash, with the balance of the options having been exercised on a "cashless" basis. During the year ended December 31, 2018, the Company issued an aggregate of 783,730 shares of its common stock pursuant to the exercise of stock options granted under the Company's 2015 Stock Incentive Plan. The Company received aggregate proceeds of $301,723 for 470,722 options exercised for cash, with the balance of the options having been exercised on a "cashless" basis. Preferred stock In December 2018, the 3,016 preferred C shares were converted into 5,806,022 of common stock. In March 2018, the 4,000 preferred D shares were converted into 4,651,163 of common stock. Refer to note 15 for discussion on preferred stock issuances. Issuance of common stock pursuant to public placement On September 16, 2019, the Company issued 7,986,110 shares of common stock, in a public placement and obtained gross proceeds of $28,749,996 and paid $1,585,000 in commissions & fees and incurred in $209,559 of expenses related to the capital raise thereby resulting in net-proceeds in the amount of $26,955,437. Conversion of Notes Payable into common stock On September 16, 2019, the company had three Notes Payable outstanding with related parties for a total principal value of $10 million. As per the terms of the agreements, the principal values of notes payable and any accrued but unpaid interest are convertible into common stock of the Company. Moreover, also as per the terms of the agreements, in the event of financing greater than $25.0 million, the principal value of the notes and any accrued but unpaid interest are automatically converted into the company's common stock. As result of the public financing which raised $26,955,437, the principal balance of the notes payable and the accrued but unpaid interest of $10,233,332 were converted resulting in the issuance of 3,196,460, shares of common stock. The shares were issued at the contractual conversion prices per the loan agreements. Refer to Note 13 for discussion on the conversion of the notes payable.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
INCOME TAXES	18. INCOME TAXES Due to recurring losses for the years ended December 31, 2019 and 2018, the Company's net tax provision was zero. The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2019 2018 Statutory federal rate 21.0 % (21.0 )% State income tax rate, net of federal benefit 4.35 % (4.35 )% Permanent differences, including stock-based compensation 9.25 % 5.6 % Change in valuation allowance, including effect of change in tax rates (34.60 )% 19.75 % Difference in foreign tax rates — — % Effective tax rate 0.0 % 0.0 % At December 31, 2019 and 2019, the Company's deferred tax assets were as follows: Deferred Tax Liability 2019 2018 Property and equipment (19,000 ) (2,000 ) Total deferred tax liability (19,000 ) (2,000 ) Deferred Tax Assets 2019 2018 Federal and state net operating loss carry forward 8,400,000 12,082,000 Foreign net operating loss carry forward-Asia and Europe 7,900,000 3,123,000 Other temporary differences 169,000 63,000 Total deferred tax asset 16,469,000 15,268,000 Net deferred tax asset 16,450,000 15,266,000 Less valuation allowance (16,450,000 ) (15,266,000 ) $ — $ — The Company's valuation allowance increased by $1,184,000 and $2,012,000 during 2019 and 2018 respectively. Total net operating loss carry forwards at December 31, 2019 were approximately $33.1 million, of which approximately $31.9 million, will expire between 2029 and 2037 and $1.2 million may be carried forward indefinitely. China has corporate tax rate of 25% with net operating loss carry forwards expiring after 5 years. The Company had $14.7 million of net operating loss carry forwards in China as of December 31, 2019. Hong Kong has a corporate tax rate of 17% with net operating loss carry forwards that don't expire. The Company had $2.8million of net operating loss carry forwards in Hong Kong as of December 31, 2019. On October 25, 2019, the Company acquired wholly-owned foreign subsidiaries in Finland, Sweden and Norway. These companies had net operating loss carryforwards of $11.2 million in Finland and $12.9 million in Sweden. There were no net operating loss carryforwards in Norway. The Finland tax rate is 33.6% and the Sweden tax rate is 21.4%. Due to the uncertainty regarding the Company's ability to retain the tax benefits of these losses in Sweden, the Company has not included these net operating loss carryforwards as part of their deferred tax assets. The Company's net operating loss carry forwards may be limited due to ownership changes.

STOCK-BASED COMPENSATION

STOCK-BASED COMPENSATION	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
STOCK-BASED COMPENSATION	19. STOCK-BASED COMPENSATION The Company adopted an Incentive Stock Plan on January 18, 2007. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company's common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. While the plan terminates 10 years after the adoption date, issued options have their own schedule of termination. During 2013, the majority of the shareholders approved to increase the total available shares in the plan from 2.5 million to 3.5 million shares of common stock. During May 2014, the majority of the shareholders approved to increase the total available shares in the plan from 3.5 million to 4.25 million shares of common stock, during February 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.25 million to 4.6 million shares of common stock and during April 2015, the majority of the shareholders approved to increase the total available shares in the plan from 4.6 million to 5.1 million shares of common stock. Options to acquire shares of common stock may be granted at no less than fair market value on the date of grant. Upon exercise, shares of new common stock are issued by the Company. The Company adopted the 2015 Stock Incentive Plan on April 30, 2015. This plan is intended to provide incentives which will attract and retain highly competent persons at all levels as employees of the Company, as well as independent contractors providing consulting or advisory services to the Company, by providing them opportunities to acquire the Company's common stock or to receive monetary payments based on the value of such shares pursuant to Awards issued. The 2015 Plan permits the grant of options and shares for up to 5,000,000 shares. In addition, there is a provision for an annual increase of 15% of the shares pertaining to the 2015 plan that are outstanding as of the last day of the prior year. As of December 31, 2019, approximately 400,000 shares are available. Under the 2015 Stock Incentive Plan, the Company has issued options to purchase approximately 6.53 million shares at an average price of $3.58 with a fair value of $5.10 million. For the years ended December 31, 2019 and 2018, the Company issued options to purchase 1.20 million and 1.83 million shares. For the years ended December 31, 2019 and 2018, the Company recognized an expense of approximately $4.8 million and $4.3 million, respectively, of non-cash compensation expense (included in General and Administrative expense in the accompanying Consolidated Statement of Operations) determined by application of a Black Scholes option pricing model with the following inputs: exercise price, dividend yields, risk-free interest rate, and expected annual volatility. As of December 31, 2019, the Company had approximately $8,531,047 of unrecognized pre-tax non-cash compensation expense, which the Company expects to recognize, based on a weighted-average period of 3 years. The Company used straight-line amortization of compensation expense over the two to three-year requisite service or vesting period of the grant. There are options to purchase approximately 2.35 million shares that have vested as of December 31, 2019. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company's stock price on the date of grant as well as assumptions regarding the following: Year ended December 31, 2019 2018 Expected volatility 58.62-121.32 % 91% -142 % Expected term 4.02-5.00 Years 4.02 – 5.06 Years Risk-free interest rate 1.58%-2.72% % 2.56% - 2.86 % Forfeiture Rate 0.00 % 0.00 % Expected dividend yield 0.00 % 0.00 % The expected volatility was determined with reference to the historical volatility of the Company's stock. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The expected term of options granted represents the period of time that options granted are expected to be outstanding. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury rate in effect at the time of grant. A summary of the status of the Company's outstanding stock options as of December 31, 2019 and 2018 and changes during the periods ending on that date is as follows: Weighted Weighted Average Aggregate Average Shares Exercise Fair Intrinsic Remaining (000's) Price Value Value Term (Yrs) Options At December 31, 2017 4,602 1.82 $ 12,476 4.23 Granted 1,825 5.31 Exercised (784 ) .57 Forfeiture and cancelled (803 ) 3.65 At December 31, 2018 4,840 3.04 $ 5,338 5.05 Granted 2,874 3.61 Exercised (912 ) .96 Forfeiture and cancelled (274 ) 3.57 At December 31, 2019 6,528 3.58 8,978 6.58 Exercisable at December 31, 2019 2,350 2.78 3.69 The following table summarizes information about employee stock options outstanding at December 31, 2019: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise December 31, Remaining Exercise December 31, Exercise Remaining Price 2019 (000's) Life Price 2019 (000's) Price Life $0.20 - $0.53 359 3.20 $ 0.28 359 $ 0.28 3.20 $0.65 - $1.80 342 1.35 $ 1.05 342 $ 1.05 1.35 $1.83 - $2.84 555 2.59 $ 2.07 555 $ 2.07 2.59 $3.20 - $6.20 5,273 7.57 $ 4.50 1,094 4.50 5.13 Outstanding options 6,528 6.58 $ 2.78 2,350 $ 2.78 3.69

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2019
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	20. COMMITMENTS AND CONTINGENCIES As previously reported, on December 18, 2018, Rockstar, Inc. ("Rockstar") filed suit against Celsius in federal district court in the District of Nevada. Rockstar's complaint alleged three claims for relief: (a) false advertising in violation of 15 USC §1125(a); (b) violation of the Nevada Deceptive Trade Practice Act; and (c) Nevada common law unfair competition. On January 16, 2020 the parties entered into a non-monetary settlement of this litigation. On April 8, 2019, Daniel Prescod filed suit against Celsius in the Superior Court for the State of California, County of Los Angeles (the "Prescod Litigation"). Daniel Prescod asserts that the Company's use of citric acid in its products while simultaneously claiming "no preservatives" violates California Consumer Legal Remedies Act, California Business and Professions Code Section 17200, et seq., and California Business and Professions Code Section 17500, et seq., because citric acid acts as a preservative. The Company does not use citric acid as a preservative in its products, but rather as a flavoring, and therefore it believes that its "no preservatives" claim is fair and not deceptive. The Company intends to contest the claims vigorously. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time. On January 24, 2020, Evlution Nutrition, LLC filed suit against Celsius in federal court for the Southern District of Florida, for trademark infringement (the "Evlution Litigation"). Evlution asserts that Celsius' BCAA dietary supplement product's use of BCAA + ENERGY infringes upon Evlution's registered trademarks. The Company believes that Evlution's trademarks are invalid, merely descriptive, and unenforceable and Celsius has filed a cancellation proceeding regarding those trademarks with the Trademark Trial and Appeal Board of the United States Patent and Trademark Office. The Company intends to defend against Evlution's claims vigorously. Since this matter is still in its initial stages, the Company is unable to predict the outcome at this time. In addition to the foregoing, from time to time, we may become party to litigation or other legal proceedings that we consider to be a part of the ordinary course of our business. The Company has entered into distribution agreements with liquidated damages in case the Company cancels the distribution agreements without cause. Cause has been defined in various ways. It is management's belief that no such agreement has created any liability as of December 31, 2019.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2019
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	21. SUBSEQUENT EVENTS In February 2020, the Company's board of directors and majority shareholders authorized an increase in the number of shares of common stock which the Company is authorized to issue from 75 million shares to 100 million shares. Implementation of the increase is subject to compliance with SEC requirements. The first installment of the note receivable from Qifeng Food Technology (Beijing) Co., Ltd (Note 6) in the amount of RMB 13,253,093 was due on March 31, 2020. We were recently requested by Qifeng to provide a three-month extension of the due date for the first installment until June 30, 2019, due to the impact of the health crisis in China. In consideration of the extension, a guarantee was obtained for the full amount of the first-installment and the installment was collateralized by a pledge of 570,412 of our common shares held. Accordingly, Celsius granted the extension and as a result, payment in full of the first installment is expected to be paid on or before June 30, 2020. Between January 1, 2020 and March 12, 2020, the Company issued an aggregate of 297,949 shares of its common stock pursuant to the exercise of stock options granted under the Company's 2015 Stock Incentive Plan.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Consolidation Policy	Consolidation Policy
Significant Estimates	Significant Estimates
Segment Reporting	Segment Reporting Disclosed About Segments of an Enterprise and Related Information.)
Concentrations of Risk	Concentrations of Risk The Company uses single supplier relationships for its raw materials purchases and filling capacity, which potentially subjects the Company to a concentration of business risk. If these suppliers had operational problems or ceased making product available to the Company, operations could be adversely affected. Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. The Company places its cash and cash equivalents with high-quality financial institutions. At times, balances in the Company's cash accounts may exceed the Federal Deposit Insurance Corporation limit. At December 31, 2019, the Company had approximately $22.8 million in excess of the Federal Deposit Insurance Corporation limit. For the years ended December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2019 2018 A* 12.0 % 8.0 % B* - 15.8 % All other 88.0 % 76.2 % Total 100.0 % 100.0 % At December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2019 2018 A** 19.2 % 7.2 % B** - 38.2 % C** - 25.2 % All other 80.8 % 29.4 % Total 100.0 % 100.0 % *Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. All other revenues customers were mainly derived from the United States. **Receivables from customer A are obtained from a customer located in the United States. Receivables from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. Receivables from customer C pertained to a customer in China which now reflects the change in our China business model to a royalty and licensing framework.
Cash Equivalents	Cash Equivalents
Accounts Receivable	Accounts Receivable
Inventories	Inventories
Property and Equipment	Property and Equipment
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets
Goodwill	Goodwill On October 25, 2019 the Company acquired 100% of Func Food Group Oyj ("Func Food") their distributor in the Nordics. As a result of the acquisition goodwill of approximately $10,024,000 resulted from the excess of the consideration paid and the fair value of net tangible and intangible assets (see note 10). There was no other activity related to goodwill during the years ended December 31, 2019 or 2018.
Intangible assets	Intangible assets
Revenue Recognition	Revenue Recognition
Customer Advances	Customer Advances As of December 31, 2019, and 2018, the Company did not have any customer advances.
Advertising Costs	Advertising Costs
Research and Development	Research and Development
Foreign Currency Translation	Foreign Currency Translation —
Fair Value of Financial Instruments	Fair Value of Financial Instruments
Fair Value Measurements	Fair Value Measurements Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity's own assumptions. Other than these noted previously, the Company did not have any other assets or liabilities measured at fair value at December 31, 2019 and 2018.
Income Taxes	Income Taxes — Accounting for Uncertain Income Tax Positions. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above should be reflected as a liability for uncertain tax benefits in the accompanying balance sheet along with any associated interest and penalties that would be payable to the taxing authorities upon examination. The Company believes its tax positions are all highly certain of being upheld upon examination. As such, the Company has not recorded a liability for uncertain tax benefits. The Company has adopted ASC 740-10-25 Definition of Settlement, The Company's tax returns for tax years in 2016 through 2019 remain subject to potential examination by the taxing authorities.
Earnings per Share	Earnings per Share The effects of dilutive instruments have been presented for the year-to-date net income as of December 31, 2019. Other periods presented do not reflect the dilutive shares, as the effects would be anti-dilutive due to the fact that losses are being reflected for those periods. Please refer to the below table for additional details: For the years 2019 2018 Net income (loss) available to common stockholders $ 9,971,260 $ (11,419,781 ) Adjustments for diluted earnings: Preferred Stock Dividend - 213,133 Interest expense on convertible notes 348,493 - Amortization of discount on notes payable 239,570 - Diluted net income (loss) available to common stockholders $ 10,559,323 $ (11,206,648 ) Income (Loss) per share: Basic $ 0.16 $ (0.23 ) Diluted $ 0.16 $ (0.23 ) Weighted average shares outstanding: Basic 60,761,995 50,050,696 Diluted 64,183,399 50,050,696
Share-Based Payments	Share-Based Payments
Cost of Sales	Cost of Sales
Operating Expenses	Operating Expenses
Shipping and Handling Costs	Shipping and Handling Costs
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company adopts all applicable, new accounting pronouncements as of the specified effective dates. Leases — In January 2017, the FASB issued ASU No. 2017-04, "Intangibles and Other (Topic 350): Simplifying the Test for Goodwill Impairment", which eliminates the requirement to calculate the implied fair value of goodwill, but rather requires an entity to record an impairment charge based on the excess of a reporting unit's carrying value over its fair value. This amendment is effective for annual or interim goodwill impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted. We do not expect the adoption of this ASU to have a material effect on our consolidated financial statements. In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurements (Topic 820): Disclosure Framework Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this update modify the disclosure requirements on fair value measurements in Topic 820. The ASU is effective for the Registrants for fiscal years beginning after December 15, 2019, and interim periods therein. Early adoption is permitted. The Company is currently assessing the impact of this standard on their Financial Statements. All new accounting pronouncements issued but not yet effective are not expected to have a material impact on our results of operations, cash flows or financial position with the exception of the updated previously disclosed above, there have been no new accounting pronouncements not yet effective that have significance to our consolidated financial statements.
Liquidity	Liquidity . On September 16, 2019 the Company issued 7,986,110 in a public placement and obtained gross proceeds of $28,749,996 and paid $1,585,000 in commissions & fees and incurred in $209,559 of expenses related to the capital raise thereby resulting in net-proceeds in the amount of $26,955,437. Management deems that there is sufficient liquidity to properly operate the business for the next 12 twelve months.

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2019
Accounting Policies [Abstract]
Schedule of revenue & accounts receivable with customers	For the years ended December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of revenue with its customers: 2019 2018 A* 12.0 % 8.0 % B* - 15.8 % All other 88.0 % 76.2 % Total 100.0 % 100.0 % At December 31, 2019 and 2018, the Company had the following 10 percent or greater concentrations of accounts receivable with its customers: 2019 2018 A** 19.2 % 7.2 % B** - 38.2 % C** - 25.2 % All other 80.8 % 29.4 % Total 100.0 % 100.0 % *Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. All other revenues customers were mainly derived from the United States. **Receivables from customer A are obtained from a customer located in the United States. Receivables from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. Receivables from customer C pertained to a customer in China which now reflects the change in our China business model to a royalty and licensing framework.
Schedule of anti-dilutive shares	The effects of dilutive instruments have been presented for the year-to-date net income as of December 31, 2019. Other periods presented do not reflect the dilutive shares, as the effects would be anti-dilutive due to the fact that losses are being reflected for those periods. Please refer to the below table for additional details: For the years 2019 2018 Net income (loss) available to common stockholders $ 9,971,260 $ (11,419,781 ) Adjustments for diluted earnings: Preferred Stock Dividend - 213,133 Interest expense on convertible notes 348,493 - Amortization of discount on notes payable 239,570 - Diluted net income (loss) available to common stockholders $ 10,559,323 $ (11,206,648 ) Income (Loss) per share: Basic $ 0.16 $ (0.23 ) Diluted $ 0.16 $ (0.23 ) Weighted average shares outstanding: Basic 60,761,995 50,050,696 Diluted 64,183,399 50,050,696

REVENUE (Tables)

REVENUE (Tables)	12 Months Ended
	Dec. 31, 2019
Revenue from Contract with Customer [Abstract]
Schedule of net sales by reporting segment	Information about the Company's net sales by reporting segment for the twelve months ended December 31, 2019 and 2018 is as follows: For the years ended December 31, December 31, 2019 2018 North America $ 59,659,320 $ 38,905,235 Europe 14,455,634 9,239,312 Asia 840,648 4,276,155 Other 190,944 183,284 Net sales $ 75,146,546 $ 52,603,986

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2019
Inventory Disclosure [Abstract]
Schedule of inventories	Inventories consist of the following at: December 31, December 31, 2019 2018 Finished goods $ 12,990,044 $ 8,739,877 Raw Materials 3,167,853 2,817,477 Less: Inventory reserve (865,548 ) (74,653 ) Inventories-net $ 15,292,349 $ 11,482,701

NOTE RECEIVABLE (Tables)

NOTE RECEIVABLE (Tables)	12 Months Ended
	Dec. 31, 2019
Note Receivable [Abstract]
Schedule of note receivable	Note receivable consists of the following at: December 31, December 31, 2019 2018 Note Receivable-current $ 1,181,116 $ - Note Receivable-non-current 10,630,041 - Total Note Receivable $ 11,811,157 $ -

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2019
Leases [Abstract]
Schedule of components of lease costs	The following is a summary of lease cost recognized in the Company's consolidated statements of operations for the year ended December 31, 2019: Year ended Operating Finance Lease cost in general and administrative expenses: Operating lease expense $ 188,977 $ - Amortization of finance lease ROU assets - 97,478 Total lease cost in general and administrative expenses 188,977 97,478 Lease cost in other expense: Interest on finance lease liabilities - 2,288 Total lease cost in other expense - 2,288 Total lease cost $ 188,977 $ 99,766
Schedule of cash flow information related to leases	The following is a summary of the impact of the Company's leases on the consolidated statements of cash flows for the year ended December 31, 2019: Year ended Leasing activity in cash flows from operating activities: Operating leases (182,917 ) Interest payments on finance lease liabilities (2,288 ) Total leasing activity in cash flows from operating activities (185,205 ) Leasing activity in cash flows from financing activities: Principal payments on finance lease liabilities (26,486 ) Total leasing activity in cash flows from financing activities: (26,486 )
Schedule of weightesd average remaining lease term and weighted average discount rate	The following is a summary of the weightesd average remaining lease term and weighted average discount rate for the Company's population of leases as of December 31, 2019: Operating Finance Leases Weighted average remaining lease term (years) 1.5 1.2 Weighted average discount rate 6.88 % 2.62 %
Schedule of future annual minimum cash payments required under operating lease	The future annual minimum lease payments required under the Company's leases as of December 31, 2019 are as follows: Operating Finance Total Future minimum lease payments 2020 $ 310,532 $ 363,022 $ 673,554 2021 102,343 88,134 190,477 2022 7,175 50,033 57,208 Total future minimum lease payments 420,050 501,189 921,239 Less: Amount representing interest (17,823 ) (14,494 ) (32,317 ) Present value of lease liabilities 402,227 486,695 888,922 Less current portion (294,916 ) (354,158 ) (649,074 ) Long-term portion $ 107,311 $ 132,537 $ 239,848

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Property and equipment consist of the following at: December 31, December 31, 2019 2018 Furniture and equipment $ 529,550 $ 451,576 Less: accumulated depreciation (396,661 ) (329,722 ) Total $ 132,889 $ 121,854

GOODWILL AND INTANGIBLES (Table

GOODWILL AND INTANGIBLES (Tables)	12 Months Ended
	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule future estimated amortization expense	The following is the future estimated amortization expense related to customer relationships as of December 31, 2019: Year ending December 31, 2020 $ 562,000 2021 562,000 2022 562,000 2023 562,000 2024 562,000 Thereafter 11,240,000 $ 14,050,000

ACQUISITION-EUROPEAN OPERATIO_2

ACQUISITION-EUROPEAN OPERATIONS (Tables)	12 Months Ended
	Dec. 31, 2019
Acquisition european Operations [Abstract]
Schedule of assets acquired at fair market value and liabilities	The Company recorded the acquisition in accordance with ASC-805, pertaining to business combinations. The following table summarizes the consideration paid for Func Food and the amounts of the assets acquired at fair market value and liabilities assumed recognized at the Acquisition date. Acquisition consideration Cash $ 14,188,056 Bonds payable 8,356,958 Settlement of pre-existing debt 4,515,687 Total consideration transferred 27,060,701 Assets acquired and liabilities assumed Accounts receivable $ 1,300,468 Inventories 2,161,067 Prepaid expenses and other current assets 331,774 Property and equipment 616 Right of use asset 806,572 Other long-term assets 101,413 Intangible assets-Customer relationships 14,050,000 Intangible assets-Brands 3,123,000 Accounts payable and accrued expenses (3,489,080 ) Lease liability Obligations (817,041 ) Other current liabilities (532,088 ) Total identifiable net assets $ 17,036,701 Goodwill $ 10,024,000
Schedule of pro-forma consolidated results of operations	The following pro-forma consolidated results of operations have been presented as if the acquisition occurred on January 1, 2018 For the years ended December 31, Supplemental Pro forma: 2019 2018 Revenues $ 96,078,631 $ 82,373,802 Earnings/(loss) 1,714,124 (34,401,626 )

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2019
Payables and Accruals [Abstract]
Schedule of accounts payable and accrued expenses	Accounts payable and accrued expenses consist of the following at: December 31, December 31, 2019 2018 Accounts payable $ 10,159,900 $ 5,825,446 Accrued expenses 7,132,747 9,019,765 Total $ 17,292,647 $ 14,845,211

OTHER LIABILITIES (Tables)

OTHER LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2019
Accrued Liabilities and Other Liabilities [Abstract]
Schedule of other liabilities	12. OTHER LIABILITIES Other current liabilities consist of the following at: December 31, December 31, 2019 2018 Other Liabilities-State Beverage Container Deposit $ 107,399 $ 19,933 Total $ 107,399 $ 19,933

NOTES PAYABLE - RELATED PARTY (

NOTES PAYABLE - RELATED PARTY (Tables)	12 Months Ended
	Dec. 31, 2019
Debt Disclosure [Abstract]
Schedule of notes payable - related parties	Line of credit convertible note payable - related party consists of the following as of: December 31, December 31, 2019 2018 Note Payable – line of credit In July 2010, the Company entered into a line of credit note payable with a related party and major shareholder which carries interest of five percent per annum paid quarterly. The Company can borrow up to $9,500,000. The Company has pledged all its assets as security for the line of credit. The note matures in January 2020, at which time the principal amount is due. During April 2015, the Company issued $4,000,000 of convertible series D preferred series in exchange for cancellation of $4,000,000 of this line, reducing the amount to $4,500,000. During March 2018, the Company issued $1,000,000 of common stock in exchange for cancellation of $1,000,000 of this line, reducing the amount to $3,500,000. In December 2018, the Company amended and restated the note payable into a line of credit loan agreement continuing to carry a five percent per annum interest but payable semi-annually. The Company could borrow up to $5.0 million. As a result, of this substantial modification which was treated as a debt extinguishment, a new liability was established and a loss of $377,048 on the extinguishment of debt was recognized. The note had a maturity date of December 2020. In January 2019, the Company increased the borrowed amount by $1,500,000 and recognized a discount of $166,668 regarding to the beneficial conversion feature of the note payable. In September 16, 2019, the principal value of the note was converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. The principal balance of $5.0 million and the accrued but unpaid interest in the amount of $52,778 were converted into common shares. Consequently, a total of $5,052,778 were converted at the conversion price of $3.39 based on the on the average of the closing price for the shares during the ten (10) business days prior to the last advance date, less a discount of 10%, in accordance with the promissory note. As a result of the conversion of the promissory note, the Company recognized the remaining un-amortized balance of the discount of $108,454, as interest expense. Long-term portion $ - $ 3,500,000 December 31, December 31, 2019 2018 Convertible Notes Payable In December 2018, the Company entered into a line of credit note payable with a related party and shareholder which carries interest of five percent per annum paid semi-annually. The Company borrowed up to $3.0 million. This note had an unamortized discount of $324,371, as of December 31, 2018. The note would have matured in December 2020. The note had an unamortized discount on the date of conversion of $205,837 which was recognized as interest expense upon conversion. On September 16, 2019, the principal value of the note of $3.0 million and the accrued but unpaid interest in the amount of $108,333 were converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. A total of 3,108,333 were converted at the conversion price of $3.04 which was determined based on the average of the closing price for the shares during the ten (10) business days prior to the Advance Date, less a discount of 10%, resulting in the issuance of 1,022,568 shares. - 2,675,629 In December 2018, the Company entered into a line of credit convertible note payable with a related party and shareholder which carries interest of five percent per annum paid semi-annually. The Company can borrow up to $2.0 million. This note had an unamortized discount of $216,248 as of December 31, 2018. The unamortized discount of $137,225 was recognized as interest expense on the conversion date. The note would have matured in December 2020. In September 16, 2019, the principal value of the note of $2.0 million and the accrued but unpaid interest in the amount of $72,222 were converted into common shares as per promissory note which stated that in the event of financing greater than $25.0 million, there would be an automatic conversion of these balances. A total of 2,072,222 were converted at the conversion price of $3.04 which was determined based on the average of the closing price for the shares during the ten (10) business days prior to the Advance Date, less a discount of 10%, resulting in the issuance of 681,712 shares. - 1,783,752 Long-term portion-Net of Discount $ - $ 4,459,381

BONDS PAYABLE (Tables)

BONDS PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2019
Bonds Payable [Abstract]
Schedule of Bonds payable	Bonds payable consists of the following as of: December 31, December 31, 2019 2018 Bonds issued as part of the purchase consideration to acquire Func Food (see note 9). The Bonds are Euro-denominated, unregistered, and were issued on October 25, 2019 at an initial nominal amount of approximately $9.1 million, less discount and issuance costs of approximately $0.7 million. The Bonds accrue interest at a stated interest rate of 6.00% per annum, due semi-annually in arrears, with the first interest payment due on April 30, 2020. The maturity date of the Bonds is October 30, 2020. The Bonds are carried at the nominal amount, less any unamortized discount and issuance costs. The discount is amortized using the effective interest rate method. As of December 31, 2019, the unamortized balance of the discount is approximately $377,000. Amortization of the discount was approximately $78,250 for the year ended December 31, 2019. The bond issuance costs amounted to $229,250. The issuance costs are being amortized over a straight-line basis, given the short-term nature and that it does not result in a material difference from applying the effective interest rate method. Amortization of the bond issuance costs from the issuance date through December 31, 2019 was $40,938. Upon maturity of the Bonds, the Company may, at its own election, convert up to 50% of the outstanding nominal amount of the Bonds into shares of common stock of the Company, at a conversion price relative to the 30-day weighted-average trading price of the Company's common shares prior to the Acquisition. At the Company's election, the Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%, plus any accrued but unpaid interest on the repaid amount. The Bonds are unsubordinated and are guaranteed by Func Food and its direct and indirect subsidiaries. The Bonds are secured by substantially all the assets of Func Food. The Bonds contain certain financial covenants that are specific to Func Food, mainly related to minimum cash requirements at the end of each quarter. As of December 31, 2019, Func Food is in compliance with these covenants. $ 8,634,279 $ - Bonds payable $ 8,634,279 $ -

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Schedule of difference between the effective income tax rate and the applicable statutory federal income tax	The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: 2019 2018 Statutory federal rate 21.0 % (21.0 )% State income tax rate, net of federal benefit 4.35 % (4.35 )% Permanent differences, including stock-based compensation 9.25 % 5.6 % Change in valuation allowance, including effect of change in tax rates (34.60 )% 19.75 % Difference in foreign tax rates — — % Effective tax rate 0.0 % 0.0 %
Schedule of deferred tax assets	At December 31, 2019 and 2019, the Company's deferred tax assets were as follows: Deferred Tax Liability 2019 2018 Property and equipment (19,000 ) (2,000 ) Total deferred tax liability (19,000 ) (2,000 ) Deferred Tax Assets 2019 2018 Federal and state net operating loss carry forward 8,400,000 12,082,000 Foreign net operating loss carry forward-Asia and Europe 7,900,000 3,123,000 Other temporary differences 169,000 63,000 Total deferred tax asset 16,469,000 15,268,000 Net deferred tax asset 16,450,000 15,266,000 Less valuation allowance (16,450,000 ) (15,266,000 ) $ — $ —

STOCK-BASED COMPENSATION (Table

STOCK-BASED COMPENSATION (Tables)	12 Months Ended
	Dec. 31, 2019
Share-based Payment Arrangement [Abstract]
Schedule of black - scholes option-pricing model valuation assumption	The Company uses the Black-Scholes option-pricing model to estimate the fair value of its stock option awards and warrant issuances. The calculation of the fair value of the awards using the Black - Scholes option-pricing model is affected by the Company's stock price on the date of grant as well as assumptions regarding the following: Year ended December 31, 2019 2018 Expected volatility 58.62-121.32 % 91% -142 % Expected term 4.02-5.00 Years 4.02 – 5.06 Years Risk-free interest rate 1.58%-2.72% % 2.56% - 2.86 % Forfeiture Rate 0.00 % 0.00 % Expected dividend yield 0.00 % 0.00 %
Schedule of outstanding stock options	A summary of the status of the Company's outstanding stock options as of December 31, 2019 and 2018 and changes during the periods ending on that date is as follows: Weighted Weighted Average Aggregate Average Shares Exercise Fair Intrinsic Remaining (000's) Price Value Value Term (Yrs) Options At December 31, 2017 4,602 1.82 $ 12,476 4.23 Granted 1,825 5.31 Exercised (784 ) .57 Forfeiture and cancelled (803 ) 3.65 At December 31, 2018 4,840 3.04 $ 5,338 5.05 Granted 2,874 3.61 Exercised (912 ) .96 Forfeiture and cancelled (274 ) 3.57 At December 31, 2019 6,528 3.58 8,978 6.58 Exercisable at December 31, 2019 2,350 2.78 3.69
Schedule of employee stock options outstanding	The following table summarizes information about employee stock options outstanding at December 31, 2019: Outstanding Options Vested Options Number Number Outstanding Weighted Weighted Exercisable Weighted Weighted Range of at Averaged Averaged at Averaged Averaged Exercise December 31, Remaining Exercise December 31, Exercise Remaining Price 2019 (000's) Life Price 2019 (000's) Price Life $0.20 - $0.53 359 3.20 $ 0.28 359 $ 0.28 3.20 $0.65 - $1.80 342 1.35 $ 1.05 342 $ 1.05 1.35 $1.83 - $2.84 555 2.59 $ 2.07 555 $ 2.07 2.59 $3.20 - $6.20 5,273 7.57 $ 4.50 1,094 4.50 5.13 Outstanding options 6,528 6.58 $ 2.78 2,350 $ 2.78 3.69

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
10% or Greater Revenue [Member]
Concentration Risk [Line Items]
Total		100.00%	100.00%
10% or Greater Revenue [Member] | Customer A [Member]
Concentration Risk [Line Items]
Total	[1]	12.00%	8.00%
10% or Greater Revenue [Member] | Customer B [Member]
Concentration Risk [Line Items]
Total	[1]		15.80%
10% or Greater Revenue [Member] | All Other [Member]
Concentration Risk [Line Items]
Total		88.00%	76.20%
10% or Accounts Receivable [Member]
Concentration Risk [Line Items]
Total		100.00%	100.00%
10% or Accounts Receivable [Member] | Customer A [Member]
Concentration Risk [Line Items]
Total	[2]	19.20%	7.20%
10% or Accounts Receivable [Member] | All Other [Member]
Concentration Risk [Line Items]
Total		80.80%	29.40%
10% or Accounts Receivable [Member] | CustomerConcentrationsRiskMember
Concentration Risk [Line Items]
Total	[2]		38.20%
10% or Accounts Receivable [Member] | Customer C [Member]
Concentration Risk [Line Items]
Total	[2]		25.20%
[1]	Revenues from customer A are derived from a customer located in the United States. Revenues from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. All other revenues customers were mainly derived from the United States
[2]	Receivables from customer A are obtained from a customer located in the United States. Receivables from customer B were derived from a customer located in Sweden which was acquired on October 25, 2019. Please refer to note 10, further details. Receivables from customer C pertained to a customer in China which now reflects the change in our China business model to a royalty and licensing framework.

BASIS OF PRESENTATION AND SUM_5

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($)		12 Months Ended
		Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Abstract]
Net income (loss) available to common stockholders		$ 9,971,260	$ (11,419,781)
Adjustments for diluted earnings:
Preferred stock dividend			(213,133)
Interest expense on convertible notes		348,493
Amortization of discount on notes payable		(707,286)	(14,447)
Diluted net income (loss) available to common stockholders		$ 10,559,323	$ (11,206,648)
Income (Loss) per share:
Basic		$ 0.16	$ (0.23)
Diluted		$ 0.16	$ (0.23)
Weighted average shares outstanding:
Basic		60,761,995	50,050,696
Diluted	[1]	64,183,399	50,050,696
[1]	Please refer to Earnings per Share section for further details.

BASIS OF PRESENTATION AND SUM_6

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Sep. 16, 2019USD ($)shares	Oct. 25, 2019USD ($)	Sep. 16, 2019USD ($)shares	Dec. 31, 2019USD ($)shares	Dec. 31, 2018USD ($)
Basis of Presentation and Summary of Significant Accounting Policies (Textual)
Amount excess of FDIC limit				$ 22,800,000
Allowance for doubtful accounts				292,400	$ 183,000
Inventory reserve				865,548	74,653
Goodwill		$ 10,024,000		10,023,806
Goodwill, description		The Company acquired 100% of Func Food Group Oyj (“Func Food”) their distributor in the Nordics.
Advertising expense				7,900,000	13,800,000
Research and development expense				341,000	572,000
Foreign Currency Translation				$ 60,500	12,400
Income tax benefit				0.50
Number of shares available | shares				5,000,000
Freight expense				$ 6,300,000	5,500,000
Accumulated deficit				(63,409,431)	(73,380,691)
Net cash used in operating activities				1,033,988	(11,646,420)
Gross proceeds			$ 26,955,437
Commissions & fees			$ 209,559
Net income				$ 9,971,260	$ (11,206,648)
Public Placement [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Textual)
Gross proceeds	$ 28,749,996
Commissions & fees	$ 1,585,000
Initial Public Offering [Member]
Basis of Presentation and Summary of Significant Accounting Policies (Textual)
Shares, Issued | shares	7,986,110		7,986,110
Public placement Amount			$ 28,749,996
Gross proceeds			$ 1,585,000

REVENUE (Details)

REVENUE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Net sales	$ 75,146,546	$ 52,603,986
Other [Member]
Net sales	190,944	183,284
North America [Member]
Net sales	59,659,320	38,905,235
Asia [Member]
Net sales	840,648	4,276,155
Europe [Member]
Net sales	$ 14,455,634	$ 9,239,312

REVENUE (Details Narrative)

REVENUE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Revenues	$ 75,146,546	$ 52,603,986
License Agreement [Member]
Royalty fees	6,900,000
Revenues	$ 346,000
Term of agreement	The term of the agreement is 50 years.

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Inventory Disclosure [Abstract]
Finished goods	$ 12,990,044	$ 8,739,877
Raw Materials	3,167,853	2,817,477
Less: Inventory reserve	(865,548)	(74,653)
Inventories	$ 15,292,349	$ 11,482,701

PREPAID EXPENSES AND OTHER CU_2

PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Prepaid Expense and Other Assets, Current [Abstract]
Prepaid expenses and other current assets	$ 4,170,136	$ 2,299,375

NOTE RECEIVABLE (Details)

NOTE RECEIVABLE (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Note Receivable [Abstract]
Note Receivable-current	$ 1,181,116
Note Receivable-non-current	10,630,041
Total Note Receivable	$ 11,811,157

NOTE RECEIVABLE (Details Narrat

NOTE RECEIVABLE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Note Receivable description	Scheduled principal payments plus accrued interest are due annually on March 31 of each year starting in 2020. The Note is recorded at amortized cost basis and accrues interest at a rate per annum equal to the weighted average of 5% of the outstanding principal up to $5 million and 2% of the outstanding principal above $5 million.
Weighted average interest rate	3.21%
Interest income	$ 382,000
Loss on Investment repayment-China	$ 12,461,037
Receivable installment due date	Mar. 31, 2020
Instalment collateral shares	570,412
RMB [Member]
Note receivable instalment amount	$ 13,253,093

LEASES (Details)

LEASES (Details)	12 Months Ended
	Dec. 31, 2019USD ($)
Finance Leases [Member]
Lease cost in general and administrative expenses:
Operating lease expense
Amortization of finance lease ROU assets	97,478
Total lease cost in general and administrative expenses	97,478
Lease cost in other expense:
Interest on finance lease liabilities	2,288
Total lease cost in other expense	2,288
Total lease cost	99,766
Operating Leases [Member]
Lease cost in general and administrative expenses:
Operating lease expense	188,977
Amortization of finance lease ROU assets
Total lease cost in general and administrative expenses	188,977
Lease cost in other expense:
Interest on finance lease liabilities
Total lease cost in other expense
Total lease cost	$ 188,977

LEASES (Details 1)

LEASES (Details 1)	12 Months Ended
	Dec. 31, 2019USD ($)
Leasing activity in cash flows from operating activities:
Operating leases	$ (182,917)
Interest payments on finance lease liabilities	(2,288)
Total leasing activity in cash flows from operating activities	(185,205)
Leasing activity in cash flows from financing activities:
Principal payments on finance lease liabilities	(26,486)
Total leasing activity in cash flows from financing activities:	$ (26,486)

LEASES (Details 2)

LEASES (Details 2)	Dec. 31, 2019
Finance Leases [Member]
Weighted average remaining lease term (years)	1 year 2 months 12 days
Weighted average discount rate	2.62%
Operating Leases [Member]
Weighted average remaining lease term (years)	1 year 6 months
Weighted average discount rate	6.88%

LEASES (Details 3)

LEASES (Details 3) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Future minimum lease payments
2020	$ 673,554
2021	190,477
2022	57,208
Total future minimum lease payments	921,239
Less: Amount representing interest	(32,317)
Present value of lease liabilities	888,922
Less Current Portion	649,074
Long-Term Portion	239,848
Operating Leases [Member]
Future minimum lease payments
2020	310,532
2021	102,343
2022	7,175
Total future minimum lease payments	420,050
Less: Amount representing interest	(17,823)
Present value of lease liabilities	402,227
Less Current Portion	(294,916)
Long-Term Portion	107,311
Finance Leases [Member]
Future minimum lease payments
2020	363,022
2021	88,134
2022	50,033
Total future minimum lease payments	501,189
Less: Amount representing interest	(14,494)
Present value of lease liabilities	486,695
Less Current Portion	(354,158)
Long-Term Portion	$ 132,537

LEASES (Details Narrative)

LEASES (Details Narrative)	Dec. 31, 2019USD ($)
Leases [Abstract]
Right to use assets	$ 259,358

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Line Items]
Less: accumulated depreciation	$ (396,661)	$ (329,722)
Total	132,889	121,854
Furniture and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, plant and equipment, gross	$ 529,550	$ 451,576

PROPERTY AND EQUIPMENT (Detai_2

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 66,939	$ 51,205

GOODWILL AND INTANGIBLES (Detai

GOODWILL AND INTANGIBLES (Details)	Dec. 31, 2019USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2020	$ 562,000
2021	562,000
2022	562,000
2023	562,000
2024	562,000
Thereafter	11,240,000
Total	$ 14,050,000

GOODWILL AND INTANGIBLES (Det_2

GOODWILL AND INTANGIBLES (Details Narrative)	12 Months Ended
	Dec. 31, 2019USD ($)
Goodwill and Intangibles (Textual)
Fair value of net tangible and intangible assets including goodwill	$ 10,023,806
Intangible assets	$ 14,050,000
Amortized over estimated useful life	25 years
Func Food Acquisition (Member)
Goodwill and Intangibles (Textual)
Intangible assets	$ 3,123,000
Acquired customer relationships (Member)
Goodwill and Intangibles (Textual)
Intangible assets	$ 14,050,000

ACQUISITION-EUROPEAN OPERATIO_3

ACQUISITION-EUROPEAN OPERATIONS (Details) - USD ($)	Dec. 31, 2019	Oct. 25, 2019	Dec. 31, 2018
Acquisition consideration
Cash	$ 14,188,056
Bonds payable	8,356,958
Settlement of pre-existing debt	4,515,687
Total consideration transferred	27,060,701
Assets acquired and liabilities assumed
Accounts receivable	1,300,468
Inventories	2,161,067
Prepaid expenses and other current assets	331,774
Property and equipment	616
Right of use asset	806,572
Other long-term assets	101,413
Intangible assets-Customer relationships	14,050,000
Intangible assets-Brands	3,123,000
Accounts payable and accrued expenses	(3,489,080)
Lease liability Obligations	(817,041)
Other current liabilities	(532,088)
Total identifiable net assets	17,036,701
Goodwill	$ 10,023,806	$ 10,024,000

ACQUISITION-EUROPEAN OPERATIO_4

ACQUISITION-EUROPEAN OPERATIONS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Supplemental Pro forma:
Revenues	$ 96,078,631	$ 82,373,802
Earnings/(loss)	$ 1,714,124	$ (34,401,626)

ACQUISITION-EUROPEAN OPERATIO_5

ACQUISITION-EUROPEAN OPERATIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Acquisition-European Operations (Textual)
Acquisition-European Operations, descriptions	The Company acquired 100% of Func Food Group, Oyj (“Func Food) on October 25, 2019 (“the Acquisition”). The Acquisition was structured as a purchase of all of Func Food’s equity shares and a restructuring of Func Food’s pre-existing debt. Total consideration was $27,060,701, which consisted of approximately $14,188,000 in cash, $8,357,000 of newly issued bonds (see Note 14) and $4,516,000 related to the settlement of a pre-existing debt.
Pro forma earnings	$ 1,714,124	$ (34,401,626)
Inventory impairment charges	2,200,000	1,600,000
Restructuring charges	300,000	400,000
Intangible asset and goodwill impairment		9,100,000
Incremental interest expense	4,200,000	4,200,000
Non-recurring expenses	8,500,000	19,100,000
Pro Forma [Member]
Acquisition-European Operations (Textual)
Pro forma earnings	$ 6,700,000	$ 15,300,000

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accounts payable	$ 10,159,900	$ 5,825,446
Accrued expenses	7,132,747	9,019,765
Total	$ 17,292,647	$ 14,845,211

OTHER LIABILITIES (Details)

OTHER LIABILITIES (Details) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Accrued Liabilities and Other Liabilities [Abstract]
Other Liabilities-State Beverage Container Deposit	$ 107,399	$ 19,933
Total	$ 107,399	$ 19,933

NOTES PAYABLE - RELATED PARTIES

NOTES PAYABLE - RELATED PARTIES (Details) - USD ($)	Sep. 16, 2019	Sep. 16, 2019	Jan. 31, 2019	Dec. 31, 2018	Mar. 31, 2018	Apr. 30, 2015	Jul. 31, 2010	Dec. 31, 2019	Dec. 31, 2018
Reducing amount				$ 3,500,000					$ 3,500,000
Loss on debt extinguishment									(377,048)
5% Note Payable - Line of Credit [Member] | 5% Series D Preferred Stock [Member]
Increased in borrowed amount			$ 1,500,000
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member]
Maximum borrowing capacity				$ 5,000,000			$ 9,500,000		$ 5,000,000
Debt maturity date				Dec. 31, 2020			Jan. 2, 2020
Loss on debt extinguishment				$ 377,048
Conversion of common stock	5,052,778
Unamortized discount	$ 108,454	$ 108,454
Conversion price	$ 3.39	$ 3.39
Discount rate	10.00%
Principal balance	$ 5,000,000	$ 5,000,000
Accured interest	$ 52,778
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | 5% Series D Preferred Stock [Member]
Number of shares issued upon debt cancellation					1,000,000	4,000,000
Debt cancelled amount					$ 1,000,000	$ 4,000,000
Conversion feature discount of note payable			$ 166,668
CD Financial, LLC [Member] | Minimum [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member]
Accured interest		$ 25,000,000

NOTES PAYABLE - RELATED PARTY_2

NOTES PAYABLE - RELATED PARTY (Details 1) - USD ($)	Sep. 16, 2019	Dec. 31, 2018	Dec. 31, 2019	Sep. 30, 2019
Long-term portion-Net of Discount		$ 4,459,381
5% Line of Credit Convertible Note Payable [Member] | Related Party And Shareholder [Member]
Long-term portion-Net of Discount		1,783,752
Maximum borrowing capacity		2,000,000
Unamortized discount		216,248
Conversion of common stock	2,072,222
Conversion price	$ 3.04
Discount rate	10.00%
Principal balance	$ 2,000,000
Accured interest	$ 72,222
Debt issuance of shares	681,712
5% Convertible Note Payable [Member] | Related Party And Shareholder [Member]
Long-term portion-Net of Discount		2,675,629
Maximum borrowing capacity		3,000,000
Unamortized discount		$ 324,371
Debt maturity date	Dec. 31, 2020	Dec. 31, 2020
Conversion of common stock	3,108,333
Conversion price	$ 3.04
Discount rate	10.00%
Principal balance	$ 3,000,000
Accured interest	$ 108,333
Debt issuance of shares	1,022,568
5% Line of Credit Convertible Note Payable One [Member] | Related Party And Shareholder [Member]
Unamortized discount		$ 137,225
5% Convertible Note Payable One[Member] | Related Party And Shareholder [Member]
Unamortized discount		$ 205,837
Minimum [Member] | 5% Line of Credit Convertible Note Payable [Member] | Related Party And Shareholder [Member]
Principal balance	$ 25,000,000
Minimum [Member] | 5% Convertible Note Payable [Member] | Related Party And Shareholder [Member]
Principal balance	$ 25,000,000

BONDS PAYABLE (Details)

BONDS PAYABLE (Details) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 25, 2019	Dec. 31, 2019	Dec. 31, 2018
Bonds payable		$ 8,634,279
Bond issuance costs		40,938
Bonds Payable [Member]
Bonds payable		$ 8,634,279
Initial nominal amount	$ 9,400,000
Less discount and issuance costs	$ 700,000
Interest rate	6.00%	50.00%
Maturity date	The maturity date of the Bonds is October 30, 2020.
Unamortized balance		$ 377,000
Amortization discount		78,250
Bond issuance costs		$ 229,250
Bonds payable, description		The Bonds are callable at 103% at any time. Additionally, mandatory prepayments would be required in the event of either i) a capital raise consummated by the Company or ii) the sale of a certain product line of Func Food. To the fullest extent possible, the net proceeds derived from either event must first be applied towards prepayment of the bonds at 103%.

PREFERRED STOCK - RELATED PAR_2

PREFERRED STOCK - RELATED PARTY (Details) - USD ($)	Apr. 16, 2015	Aug. 26, 2013	Oct. 31, 2018	Mar. 31, 2018	Apr. 30, 2015	Dec. 31, 2018	Dec. 31, 2017	Dec. 31, 2019
Common stock value						$ 57,003		$ 68,942
Series D Preferred Stock [Member]
Number of preferred stock converted				4,000
Conversion of preferred stock into common stock				4,651,163
2016 Series C Preferred Stock [Member]
Number of preferred stock converted						3,016
Conversion of preferred stock into common stock						5,806,022
CD Financial, LLC [Member] | Carl DeSantis [Member] | 5% Series D Preferred Stock [Member] | Amendment Loan and Security Agreement [Member]
Number of shares issued upon debt conversion	4,000
Conversion price (in dollars per share)	$ 0.86
Liquidation preference (in dollars per share)	$ 1,000
Accrued dividend	$ 139,535
Preferred stock redemption date	Jan. 2, 2021
Share price (in dollars per share)	$ 0.89
Dividend payable (in dollars per share)	$ 0.03
Preferred stock redemption price, percent	104.00%
Conversion of preferred stock into common stock				4,651,163
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Amendment Loan and Security Agreement [Member]
Line of credit reduction borrowing capacity	$ 4,000,000
CD Financial, LLC [Member] | 5% Note Payable - Line of Credit [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member]
Original debt conversion amount						$ 1,650,000
Conversion price (in dollars per share)						$ 0.52
CDS Ventures of South Florida, LLC [Member] | Carl DeSantis [Member] | 6% Series C Preferred Stock [Member] | Securities Purchase Agreement [Member]
Number of shares issued upon accrued dividend			383		180
Value of shares issued upon accrued dividend			$ 383,000		$ 180,000
Accrued dividend			$ 383,000		$ 180,000	$ 255,903
Preferred stock redemption date							Dec. 31, 2018
Number of preferred stock converted						256
Common stock value						$ 5,806,022
CDS Ventures of South Florida, LLC [Member] | Short Term Loan [Member] | Carl DeSantis [Member] | Securities Purchase Agreement [Member]
Original debt conversion amount		$ 550,000
CDS Ventures of South Florida, LLC & CD Financial, LLC [Member] | Carl DeSantis [Member] | 6% Series C Preferred Stock [Member] | Securities Purchase Agreement [Member]
Number of shares issued upon debt conversion		2,200
Liquidation preference (in dollars per share)		$ 1,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details) - CD Financial, LLC [Member] - Office [Member] - Carl DeSantis [Member]	12 Months Ended
	Dec. 31, 2019USD ($)
Lease expiration	2020-10
Monthly expense	$ 12,826

STOCKHOLDERS' EQUITY (Details)

STOCKHOLDERS' EQUITY (Details) - USD ($)	Sep. 16, 2019	Sep. 16, 2019	Mar. 31, 2018	Dec. 31, 2019	Dec. 31, 2018
Proceeds from Options exercised				$ 224,083	$ 301,013
Number of options exercised				912,000	784,000
Net proceeds from sale of common stock				$ 26,955,437
Gross proceeds		$ 26,955,437
commissions & fees		209,559
Public Placement [Member]
Number of shares issued upon services	7,986,110
Net proceeds from sale of common stock	$ 26,955,437
Gross proceeds	28,749,996
commissions & fees	1,585,000
Expenses related to the capital raise	209,559
Initial Public Offering [Member]
Gross proceeds		1,585,000
Common Stock [Member]
Number of shares issued upon services					60,000
Principal value	25,000,000	25,000,000
Series D Preferred Stock [Member]
Number of preferred stock converted			4,000
Conversion of preferred stock into common stock			4,651,163
2016 Series C Preferred Stock [Member]
Number of preferred stock converted					3,016
Conversion of preferred stock into common stock					5,806,022
Notes Payable [Member]
Principal value	10,000,000	10,000,000
Notes Payable [Member] | Initial Public Offering [Member]
Principal value	26,955,437	26,955,437
notes payable and the accrued but unpaid	$ 10,233,332	$ 10,233,332
2006 & 2015 Stock Incentive Plan [Member]
Number of option shares granted				756,233
Proceeds from Options exercised				$ 224,083
Number of options exercised				245,584
Stock Incentive Plan 2015 [Member]
Number of option shares granted					783,730
Proceeds from Options exercised					$ 301,723
Number of options exercised					470,722

INCOME TAXES (Details)

INCOME TAXES (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Income Taxes Details Abstract
Statutory federal rate	21.00%	(21.00%)
State income tax rate, net of federal benefit	4.35%	(4.35%)
Permanent differences, including stock-based compensation	9.25%	5.60%
Change in valuation allowance, including effect of change in tax rates	(34.60%)	19.75%
Difference in foreign tax rates
Effective tax rate	0.00%	0.00%

INCOME TAXES (Details 1)

INCOME TAXES (Details 1) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Deferred Tax Liability
Property and equipment	$ (19,000)	$ (2,000)
Total deferred tax liability	(19,000)	(2,000)
Deferred Tax Assets
Federal and state net operating loss carry forward	8,400,000	12,082,000
Foreign net operating loss carry forward-Asia and Europe	7,900,000	3,123,000
Other temporary differences	169,000	63,000
Total deferred tax asset	16,469,000	15,268,000
Net deferred tax asset	16,450,000	15,266,000
Less valuation allowance	(16,450,000)	(15,266,000)
Total

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 25, 2019	Dec. 31, 2019	Dec. 31, 2018
Income Taxes (Textual)
Valuation allowance		$ 1,184,000	$ 2,012,000
Operating loss carry forwards, net		$ 33,100,000	$ 31,900,000
Income tax maturity date		Expire between 2029 and 2037 and $1.2 million may be carried forward indefinitely.
Corporate tax rate		21.00%	(21.00%)
Net operating loss carry forwards expiring		5 years
Norway [Member]
Income Taxes (Textual)
Operating loss carry forwards, net
Corporate tax rate
Finland [Member]
Income Taxes (Textual)
Operating loss carry forwards, net	$ 11,200,000
Corporate tax rate	33.60%
Sweden [Member]
Income Taxes (Textual)
Operating loss carry forwards, net	$ 12,900,000
Corporate tax rate	21.40%
Hong Kong [Member]
Income Taxes (Textual)
Operating loss carry forwards, net		$ 2,800,000
Corporate tax rate		17.00%
China [Member]
Income Taxes (Textual)
Operating loss carry forwards, net		$ 14,700,000
Corporate tax rate		25.00%

STOCK-BASED COMPENSATION (Detai

STOCK-BASED COMPENSATION (Details)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Forfeiture Rate	0.00%	0.00%
Expected dividend yield	0.00%	0.00%
Minimum [Member]
Expected volatility	58.62%	91.00%
Expected term	4 years 7 days	4 years 7 days
Risk-free interest rate	1.58%	2.56%
Maximum [Member]
Expected volatility	121.32%	142.00%
Expected term	5 years	5 years 22 days
Risk-free interest rate	2.72%	2.86%

STOCK-BASED COMPENSATION (Det_2

STOCK-BASED COMPENSATION (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Balance at beginning	4,840,000	4,602,000
Granted	2,874,000	1,825,000
Exercised	(912,000)	(784,000)
Forfeiture and cancelled	(274,000)	(803,000)
Balance at end	6,528,000	4,840,000
Exercisable at end	2,350,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Roll Forward]
Balance at beginning	$ 3.04	$ 1.82
Granted	3.61	5.31
Exercised	0.96	.57
Forfeiture and cancelled	3.57	3.65
Balance at end	3.58	3.04
Exercisable at end	$ 2.78	$ 3.04
Share-based Compensation Arrangement by Share-based Payment Award, Options, Intrinsic Value [Roll Forward]
Balance at beginning	$ 5,338	$ 12,476
Balance at end	$ 8,978	$ 5,338
Share-based Compensation Arrangement by Share-based Payment Award, Options, Average Remaining Term [Roll Forward]
Balance at beginning	5 years 18 days	4 years 2 months 23 days
Balance at end	6 years 6 months 29 days	5 years 18 days
Exercisable at end	3 years 8 months 9 days

STOCK-BASED COMPENSATION (Det_3

STOCK-BASED COMPENSATION (Details 2)	12 Months Ended
	Dec. 31, 2019$ / sharesshares
Outstanding Options
Number Outstanding at end | shares	6,528,000
Weighted Averaged Remaining Life	6 years 6 months 29 days
Weighted Averaged Exercise Price | $ / shares	$ 2.78
Vested Options
Number Exercisable at end | shares	2,350,000
Weighted Averaged Exercise Price | $ / shares	$ 2.78
Weighted Averaged Remaining Life	3 years 8 months 9 days
$0.20 - $0.53 [Member]
Outstanding Options
Number Outstanding at end | shares	359,000
Weighted Averaged Remaining Life	3 years 2 months 12 days
Weighted Averaged Exercise Price | $ / shares	$ 0.28
Vested Options
Number Exercisable at end | shares	359,000
Weighted Averaged Exercise Price | $ / shares	$ 0.28
Weighted Averaged Remaining Life	3 years 2 months 12 days
$0.65 - $1.80 [Member]
Outstanding Options
Number Outstanding at end | shares	342,000
Weighted Averaged Remaining Life	1 year 4 months 6 days
Weighted Averaged Exercise Price | $ / shares	$ 1.05
Vested Options
Number Exercisable at end | shares	342,000
Weighted Averaged Exercise Price | $ / shares	$ 1.05
Weighted Averaged Remaining Life	1 year 4 months 6 days
$1.83 - $2.84 [Member]
Outstanding Options
Number Outstanding at end | shares	555,000
Weighted Averaged Remaining Life	2 years 7 months 2 days
Weighted Averaged Exercise Price | $ / shares	$ 2.07
Vested Options
Number Exercisable at end | shares	555,000
Weighted Averaged Exercise Price | $ / shares	$ 2.07
Weighted Averaged Remaining Life	2 years 7 months 2 days
$3.20 - $6.20 [Member]
Outstanding Options
Number Outstanding at end | shares	5,273,000
Weighted Averaged Remaining Life	7 years 6 months 25 days
Weighted Averaged Exercise Price | $ / shares	$ 4.50
Vested Options
Number Exercisable at end | shares	1,094,000
Weighted Averaged Exercise Price | $ / shares	$ 4.50
Weighted Averaged Remaining Life	5 years 1 month 16 days

STOCK-BASED COMPENSATION (Det_4

STOCK-BASED COMPENSATION (Details Narrative) - USD ($)	Jan. 18, 2007	Apr. 30, 2015	Dec. 31, 2019	Dec. 31, 2018	Feb. 28, 2015	May 31, 2014	Dec. 31, 2013
Number of shares available			5,000,000
Average share price (in dollars per share)			$ 3.61	$ 5.31
Unrecognized pre-tax non-cash compensation expense to non-vested option			$ 8,531,047
Period unrecognized pre-tax non-cash compensation expense to non-vested option			3 years
Number of shares vested			2,350,000
Stock Incentive Plan [Member]
Plan expiration term	10 years
Number of shares authorized	2,500,000	5,100,000			4,600,000	4,250,000	3,500,000
Issued options shares		6,530,000
Number of shares available		400,000
Stock Incentive Plan 2015 [Member]
Number of shares authorized		5,000,000
Description of plan		provision for an annual increase of 15% of the shares pertaining to the 2015 plan that are outstanding as of the last day of the prior year.
Purchase of common shares				1,830,000
Stock Option Plan 2015 [Member]
Purchase of common shares			1,200,000
Average share price (in dollars per share)			$ 3.58
General And Administrative Expense [Member]
Non-cash compensation expense			$ 4,800,000	$ 4,300,000
Minimum [Member]
Vesting period			2 years
Maximum [Member]
Vesting period			3 years

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended	2 Months Ended	12 Months Ended
	Feb. 29, 2020	Mar. 12, 2020	Dec. 31, 2019
Subsequent Events (Textual )
Receivable installment due date			Mar. 31, 2020
Instalment collateral shares			570,412
Subsequent Event [Member]
Subsequent Events (Textual )
Number of option shares granted		297,949
Board of directors [Member] | Carl DeSantis [Member] | Subsequent Event [Member]
Subsequent Events (Textual )
Note receivable instalment amount	$ 13,253,093
Receivable installment due date	Mar. 31, 2020
Instalment collateral shares	570,412
Maximum [Member] | Board of directors [Member] | Carl DeSantis [Member] | Subsequent Event [Member]
Subsequent Events (Textual )
Issuance of common stock authorized to issue	100,000,000
Minimum [Member] | Board of directors [Member] | Carl DeSantis [Member] | Subsequent Event [Member]
Subsequent Events (Textual )
Issuance of common stock authorized to issue	7,500,000