FitLife Brands (FTLF) 10-K 14 Apr 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Apr. 12, 2016	Jun. 30, 2015
Document And Entity Information
Entity Registrant Name	FITLIFE BRANDS, INC.
Entity Central Index Key	1,374,328
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 9,363,200
Entity Common Stock, Shares Outstanding		10,989,608
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2,015

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2015	Dec. 31, 2014
CURRENT ASSETS
Cash	$ 1,532,550	$ 4,353,699
Accounts receivable, net	2,684,567	1,685,623
Security deposits	26,077	3,048
Inventory	4,790,301	$ 2,284,922
Note receivable, current portion	16,517
Prepaid income tax	152,000
Prepaid expenses and other current assets	334,483	$ 47,202
Total current assets	9,536,494	8,374,493
PROPERTY AND EQUIPMENT, net	226,804	$ 3,107
Note receivable, net of current portion	52,695
Deferred taxes	812,879	$ 689,000
Intangibles assets, net	6,929,505	1,037,369
TOTAL ASSETS	17,558,378	10,103,970
CURRENT LIABILITIES:
Accounts payable	3,363,906	813,600
Accrued expenses and other liabilities	1,003,832	152,736
Litigation reserve	95,775
Income tax payable	0	40,000
Line of credit	1,490,305	437,089
Term Loan Agreement, current portion	525,589	507,031
Notes payable	54,036	0
Total current liabilities	6,533,443	1,950,456
LONG-TERM DEBT	914,138	1,439,799
TOTAL LIABILITIES	7,447,581	3,390,255
STOCKHOLDERS' EQUITY:
Common stock, $.01 par value, 150,000,000 shares authorized; 10,444,257 and 8,198,516 issued and outstanding as of December 31, 2015 and December 31, 2014, respectively	104,443	81,985
Subscribed common stock	97	$ 38
Treasury Stock	(142,228)
Additional paid-in capital	30,963,122	$ 26,280,388
Accumulated deficit	(20,814,637)	(19,648,697)
Total stockholders' equity	10,110,797	6,713,714
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 17,558,378	$ 10,103,970

CONDENSED CONSOLIDATED BALANCE3

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
STOCKHOLDERS' EQUITY:
Common Stock, Par Value Per Share	$ .01	$ 0.01
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	10,444,257	8,198,516
Common Stock, Shares, Outstanding	10,444,257	8,198,516

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Statement [Abstract]
Revenue	$ 17,931,464	$ 19,960,376
Total	17,931,464	19,960,376
Cost of Goods Sold	11,653,057	12,867,466
Gross Profit	6,278,407	7,092,910
OPERATING EXPENSES:
General and administrative	4,141,937	2,636,326
Selling and marketing	2,926,063	2,378,413
Depreciation and amortization	300,141	226,046
Total operating expenses	7,368,141	5,240,785
OPERATING INCOME (LOSS)	(1,089,734)	1,852,125
OTHER (INCOME) AND EXPENSES
Interest expense	90,410	94,667
Other expense (income)	13,768	(87,500)
Total other (income) expense	104,178	7,167
INCOME TAXES (BENEFIT)	(27,972)	171,355
NET INCOME (LOSS)	$ (1,165,940)	$ 1,673,602
NET INCOME (LOSS) PER SHARE:
Basic	$ (.13)	$ 0.20
Diluted	$ (.13)	$ 0.20
Basic	8,677,433	8,180,428
Diluted	8,677,433	8,577,597

CONDENSED CONSOLIDATED STATEME5

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Statement of Cash Flows [Abstract]
Net Income	$ (1,165,940)	$ 1,673,602
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	300,141	226,046
Capitalization of select merger costs	(57,507)	0
Common stock issued (cancelled) for services	453,779	116,334
Warrants and options issued (cancelled) for services	0	32,679
Gain on write-up of investment	0	(137,500)
Intercompany transfer	(746,784)	0
Changes in operating assets and liabilities:
Accounts receivable	(116,269)	(425,735)
Inventory	(1,559,392)	$ 467,713
Deferred tax asset	(66,565)
Prepaid income tax	(152,000)
Prepaid expenses	195,430	$ 80,246
Note receivable	4,074	$ 0
Deposits	1,060
Accounts payable	522,591	$ (391,295)
Accrued liabilities	(123,814)	$ (127,666)
Litigation reserve	95,775
Income tax payable	(40,000)	$ (8,000)
Net cash provided by (used in) operating activities	(2,455,421)	1,506,426
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(12,833)	(3,417)
Long-term investment	0	50,000
Repurchases of common stock	(398,209)	0
Net cash provided by (used in) investing activities	(411,042)	46,584
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments for redemptiom of preferred stock	0	(15,459)
Repayments of note payable	(660,201)	(489,032)
Net cash provided by (used in) financing activities	(660,201)	(504,490)
INCREASE (DECREASE) IN CASH	(3,526,665)	1,048,520
CASH, BEGINNING OF PERIOD	4,353,699	3,305,179
CASH, END OF PERIOD	1,532,550	4,353,699
Supplemental disclosure operating activities
Cash paid for interest	$ 90,410	$ 94,667

CONSOLIDATED STATEMENT OF STOCK

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY - USD ($)	Common Stock	Preferred A	Preferred B	Preferred C	Additional Paid-In Capital	Accumulated Deficit	Total
Beginning Balance, Shares at Dec. 31, 2013	8,117,474	0	0	0
Beginning Balance, Amount at Dec. 31, 2013	$ 81,175	$ 0	$ 0	$ 0	$ 26,049,772	$ (21,322,299)	$ 4,808,598
Common Stock issued for services, Shares	45,482
Common Stock issued for services, Amount	$ 455				105,881		106,336
Common Stock issued for settlement, shares	35,560
Common stock issued for settlement, Amount	$ 356				82,144
Options issued for services					32,679		32,769
Subscribed common stock, Shares	3,846
Subscribed common stock, Amount	$ 38				9,961		$ 10,000
Common stock repurchased and cancelled, Shares							0
Net income						1,673,602	$ 1,673,602
Ending Balance, Shares at Dec. 31, 2014	8,202,362	0	0	0
Ending Balance, Amount at Dec. 31, 2014	$ 82,024	$ 0	$ 0	$ 0	26,280,388	(19,648,697)	6,713,714
Common Stock issued for services, Shares	83,605
Common Stock issued for services, Amount	$ 836				163,166		164,002
Common stock cancelled for services, Shares	(37,000)
Common stock cancelled for services, Amount	$ (370)				(73,630)		(74,000)
Options issued for services					315,741		315,741
Options vested during the period					32,838		32,838
Subscribed common stock, Shares	9,688
Subscribed common stock, Amount	$ 97				15,104		15,201
Common stock issued for merger consideration, Shares	2,315,644
Common stock issued for merger consideration, Amount	$ 23,156						23,156
Common stock repurchased and cancelled, Shares	(120,354)
Common stock repurchased and cancelled, Amount	$ (1,204)				(254,778)		(255,981)
Treasury Stock							(142,228)
Purchase price merger accounting for combination with iSatori, Inc.					4,484,295		4,484,295
Options issued for services					315,741		315,741
Options vested during the period					32,838		32,838
Net income						(1,165,940)	(1,165,940)
Ending Balance, Shares at Dec. 31, 2015	13,453,945	0	0	0
Ending Balance, Amount at Dec. 31, 2015	$ 104,540	$ 0	$ 0	$ 0	$ 30,963,122	$ (20,814,637)	$ 10,110,797

DESCRIPTION OF BUSINESS

DESCRIPTION OF BUSINESS	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF BUSINESS	Summary FitLife Brands, Inc. (the “ Company NDS www.ndsnutrition.com www.pmdsports.com www.sirenlabs.com www.coreactivenutrition.com ) (together, “ NDS Products iSatori Merger www.isatori.com iSatori Products GNC The Company was incorporated in the State of Nevada on July 26, 2005. In October 2008, the Company acquired the assets of NDS Nutritional Products, Inc., a Nebraska corporation, and moved those assets into its wholly owned subsidiary NDS Nutrition Products, Inc., a Florida corporation (“ NDS FitLife Brands is headquartered in Omaha, Nebraska. For more information on the Company, please go to http://www.fitlifebrands.com Recent Developments iSatori Merger. Merger Agreement Merger Sub Closing Date In connection with the closing of the Merger, each share of iSatori common stock outstanding on the Closing Date became exchangeable for 0.1732 shares of the Company's common stock (the “ Exchange Ratio The Company has issued a total of 2,315,644 shares of common stock and paid a total of $239 for remaining fractional interests to former iSatori shareholders in connection with the Merger. Pursuant to the terms and conditions of the Merger Agreement, the Company increased the size of its Board of Directors (the “ Board In addition to the foregoing, the Company secured an option to purchase, on or before December 31, 2015, almost 600,000 shares of the Company’s common stock, otherwise issuable to the two largest shareholders of iSatori, and secured a right of first refusal to purchase approximately 460,000 shares of the Company’s common stock issuable to a certain iSatori shareholder in the connection with the Merger. After careful consideration of many factors, including available cash resources, the Company’s Board of Directors elected not to exercise the purchase option prior to its expiration. The right of first refusal, however, remains outstanding. On September 11, 2015, the Company loaned iSatori $750,000 pursuant to a Demand Promissory Note (" Note At closing, in connection with adjustment provisions outlined in the Merger Agreement, iSatori established certain reserves and write-offs totaling approximately $1.8 million, which write-offs, together with the issuance of the Note and other variances of certain working capital accounts, resulted in a reduction of the Exchange Ratio under the terms of the Merger Agreement from 0.3000 to 0.1732 shares of common stock of the Company for each share of iSatori common stock issued and outstanding. Share Repurchase Program. Repurchase Program As of April 12, 2016, the Company had repurchased an aggregate total of 206,187 shares of our common stock under the Repurchase Program at an average purchase price of $1.93 per share.

BASIS OF PRESENTATION

BASIS OF PRESENTATION	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BASIS OF PRESENTATION	The accompanying financial statements represent the consolidated financial position and results of operations of the Company and include the accounts and results of operations of the Company and its wholly owned subsidiaries. The accompanying consolidated financial statements include the active entity of FitLife Brands, Inc. and its wholly owned subsidiaries.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	The Company prepares its financial statements in accordance with accounting principles generally accepted in the United States of America. Significant accounting policies are as follows: Principle of Consolidation The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements. Use of Estimates and Assumptions The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“ GAAP These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates. Revenue Recognition Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification (“ ASC Revenue Recognition in Financial Statements The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNC’s centralized distribution platform. Fulfillment to franchisees from GNC’s distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNC’s distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions (“ Vendor Funded Discounts Nine Months Ended Year Ended September 30, December 31, Revenue 2015 2014 2015 2014 As reported, gross $ 15,139,949 $ 17,812,097 $ 19,406,875 $ 19,960,376 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised, net 14,076,637 17,548,264 17,931,464 19,579,806 Gross profit As reported, gross profit 6,124,103 6,450,964 7,753,818 7,092,909 As reported, gross margin 40.4 % 36.2 % 40.0 % 35.5 % As revised, gross profit 5,060,791 6,187,131 6,278,407 6,712,338 As revised, gross margin 36.0 % 35.3 % 35.0 % 34.3 % Selling & marketing expense As reported 2,773,293 1,788,521 4,401,474 2,378,413 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised 1,709,981 1,524,688 2,926,063 1,997,842 Operating income $ 714,806 $ 2,383,595 $ (1,089,734 ) 1,852,124 The above pro forma presentation shows what revenue, gross profit, gross margin and selling and marketing expense would have been if the above stated revised accounting policy for Vendor Funded Discounts had been implemented as of January 1, 2014. Operating income and net income are not impacted by the change. Moreover, the results for the year ended December 31, 2015 will be reported under the new accounting policy. As such, all “as reported” amounts for that period reflect what would have been reported had the new accounting policy not been implemented prior to the Company filing its yearly results for the year ended December 31, 2015. Accounts Receivable All of the Company’s accounts receivable balance is related to trade receivables which, in the quarter ended September 30, 2015, increased due principally to the transition to GNC’s centralized distribution platform. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. We maintain an insurance policy for iSatori Products for international shipments, which protects the Company in the event the international distributor does not or cannot remit payment. The Company recorded an expense of $32,148 related to bad debt and doubtful accounts during the year ended December 31, 2015, inclusive of a contra-expense of $3,645 for a received payment on a previously written off receivable. Allowance for Doubtful Accounts The determination of collectability of the Company’s accounts receivable requires management to make frequent judgments and estimates in order to determine the appropriate amount of allowance needed for doubtful accounts. The Company’s allowance for doubtful accounts is estimated to cover the risk of loss related to accounts receivable. This allowance is maintained at a level we consider appropriate based on factors that affect collectability. These factors include historical trends of write-offs, recoveries and credit losses, the careful monitoring of customer credit quality, and projected economic and market conditions. Different assumptions or changes in economic circumstances could result in changes to the allowance. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2015, cash and cash equivalents include cash on hand and cash in the bank. Inventory The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“ FIFO Property and Equipment Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows: Asset Category Depreciation / Amortization Period Furniture and Fixture 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted FASB ASC Topic 350, Goodwill and Other Intangible Assets Impairment of Long-Lived Assets In accordance with ASC Topic 3605, Long-Lived Assets Income Taxes Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48; Accounting For Uncertainty In Income Taxes FIN 48 Concentration of Credit Risk The Company maintains its operating cash balances in a bank located in Nebraska. The Federal Depository Insurance Corporation (“ FDIC” Earnings Per Share Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a result of the net loss would be anti-dilutive. Fair Value of Financial Instruments The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value. Recent Accounting Pronouncements None.

PREPAID EXPENSES

PREPAID EXPENSES	12 Months Ended
	Dec. 31, 2015
Prepaid Expenses
PREPAID EXPENSES	The Company has prepaid expenses as of December 31, 2015 and 2014 as follows: December 31, 2015 2014 Prepaid Expenses 334,483 47,202 Total $ 334,483 $ 47,202

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2015
Inventory Disclosure [Abstract]
INVENTORIES	The Company inventories as of December 31, 2015 and 2014 consists as follows: December 31, 2015 2014 Finished goods $ 3,381,973 $ 1,904,950 Components 1,408,328 379,972 Total $ 4,790,301 $ 2,284,922

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	12 Months Ended
	Dec. 31, 2015
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	The Company has fixed assets as of December 31, 2015 and 2014 as follows: December 31, 2015 2014 Equipment $ 808,324 $ 289,169 Accumulated depreciation $ (581,520 ) $ (286,063 ) Total $ 226,804 $ 3,107 Depreciation expense was $29,830 for December 31, 2015 compared to $6,298 for December 31, 2014.

ACQUISITION

ACQUISITION	12 Months Ended
	Dec. 31, 2015
Acquisition
ACQUISITION	iSatori, Inc. In connection with the closing of the Merger, each share of iSatori common stock outstanding on the Closing Date became exchangeable for 0.1732 shares of the Company's common stock. In the event any iSatori shareholder would otherwise be entitled to a fractional share of the Company's common stock, the Company agreed to pay the value of those fractional interests in cash. Pursuant to the terms and conditions of the Merger Agreement, the Company increased the size of the Board from five to seven members, appointed Stephen Adele, Chief Executive Officer of iSatori, to serve on the Board, and appointed two independent directors, Messrs. Seth Yakatan and Todd Ordal, each of whom were designated by iSatori, to the Board. Concurrently with these appointments, Dr. Fadi Aramouni resigned from the Board. In addition to the foregoing, the Company secured an option to purchase, on or before December 31, 2015, almost 600,000 shares of the Company’s common stock, otherwise issuable to the two largest shareholders of iSatori, and secured a right of first refusal to purchase approximately 460,000 shares of the Company’s common stock issuable to a certain iSatori shareholder in the connection with the Merger. After careful consideration of many factors, including available cash resources, the Company’s Board of Directors elected not to exercise the purchase option prior to its expiration. The right of first refusal, however, remains outstanding. On September 11, 2015, the Company loaned iSatori $750,000 pursuant to the Note, due and payable on demand after October 15, 2015 in the event the Merger was not consummated on or before such date. The proceeds from the Note were to be used by iSatori for the payment, in the ordinary course of business, of payroll and accounts payable of iSatori pending consummation of the Merger. The Note was deemed satisfied in full in connection with the Closing Date of the Merger and was included as an element of the total purchase price, which also included the assumption of outstanding debt of approximately $1.1 million and the issuance of approximately 2.3 million shares of Company common stock. In connection with the Merger, the Company also converted all issued and outstanding options and warrants of iSatori into options and warrants of FitLife in an amount equal to the number of iSatori options and warrants issued and outstanding multiplied by the Exchange Ratio, at an exercise equal to the original exercise price divided by the Exchange Ratio. The treasury stock net equivalent of all issued and outstanding options and warrants were factored into the calculation of the final Exchange Ratio, the vast majority of which were and remain significantly out of the money. At closing, in connection with adjustment provisions outlined in the Merger Agreement, iSatori established certain reserves and write-offs totaling approximately $1.8 million, which write-offs, together with the issuance of the Note and other variances of certain working capital accounts, resulted in a reduction of the Exchange Ratio under the terms of the Merger Agreement from 0.3000 to 0.1732 shares of common stock of the Company for each share of iSatori common stock issued and outstanding. The fair value of consideration transferred on the date of acquisition consisted of the following: Pre-closing note issued by iSatori and forgiven by FitLife at closing: $750,000 Fair value of shares issued to iSatori shareholders: $3,566,092 Fair value of replacement options and warrants issued to iSatori employees $191,121 Capitalized S-4 costs $57,507 Cash paid to shareholders of iSatori in lieu of fractional shares $239 Total consideration $4,564,959 The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: Cash $ 705,516 Other current assets $2,411,943 Property and equipment $237,498 Intangible Assets $2,022,507 Goodwill $4,139,940 Other non-current assets $57,314 Current liabilities $(3,959,760) Line of credit $(1,050,000) Total consideration $4,564,959 The assessment of fair value is based on information available to management at the time the condensed consolidated financial statements were prepared and reflect the as recorded book value as management does not expect any material adjustments. The goodwill reflects future economic benefits expected to arise from the expanded presence in the nutritional supplement industry and notable increase in our distribution footprint both in-store and on-line. We do not expect to deduct goodwill for income tax purposes. The amount of goodwill will be periodically assessed and tested for impairment. In the event fair value of the goodwill is exceeded by its carried value, the company will record an impairment expense. Intangible assets include intellectual property, trade names and customer relationships with an estimated fair value of $868,000, $504,000 and $593,000, respectively, along with $57,507 in capitalized costs related to the preparation of the registration statement on Form S-4 in connection with the acquisition. All such intangibles have an estimated useful life of 10 years after December 31, 2015. The amortization expense for all intangible assets is grouped with the depreciation expense for the related reporting period, and reported in the Statements of Operations and the Statements of Cash Flows as “Depreciation and amortization” expense. The Company calculates the weighted average of the average amortization period, in total and by major define-lived intangible asset on a straight-line basis over the estimated useful lives. The Company had total amortization expense of $270,311 and 219,748 for December 31, 2015 and December 31, 2014. During the year ended December 31, 2015, the Company incurred transaction costs of $745,203 of which $57,507 were related the registration statement on Form S-4 and capitalized as an element of purchase price. The remaining $687,696 was recorded as an operating expense. The Company’s consolidated results of operations for the year ended December 31, 2015 include $1.4 million of revenues and a net loss of $(0.7) million associated with the operating results of iSatori from October 1, 2015 to December 31, 2015. These iSatori operating results include certain accelerated stock-based compensation. The following unaudited pro forma information presents a summary of the Company’s combined results of operations for the year ended December 31, 2015 and 2014 as if the iSatori acquisition had occurred on January 1, 2014. The following pro forma financial information is not necessarily indicative of the results of operations as they would have been had the transaction been effected on the assumed date, nor is it necessarily an indication of trends in future results for a number of reasons, including, but not limited to, differences between the assumptions used to prepare the pro forma information, basic shares outstanding and dilutive equivalents, cost savings from operating efficiencies, potential synergies, and the impact of the incremental costs incurred in integrating the businesses. Year Ended December 31, (in thousands, except per share data) 2015 2014 Total revenue $24,842 $29,235 Income from continuing operations (4,813) 503 Basic earnings per share from continuing operations $(0.44) $0.05 Diluted earnings per share from continuing operations $(0.44) $0.04 Revenue for the year ended December 31, 2014 excludes approximately $0.4 million from revenue as previously reported in connection with the accounting policy change for vendor funded discounts.

INTELLECTUAL PROPERTY

INTELLECTUAL PROPERTY	12 Months Ended
	Dec. 31, 2015
Intangible Assets, Net (Excluding Goodwill) [Abstract]
INTELLECTUAL PROPERTY	During the fiscal year ended December 31, 2014 the Company wrote off the remaining balance of its investment in YogaEarth Group LLC (“ YogaEarth Parties Settlement Kaniwa IP

NOTE PAYABLES

NOTE PAYABLES	12 Months Ended
	Dec. 31, 2015
Debt Disclosure [Abstract]
NOTE PAYABLES	Notes payable consist of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Revolving line of credit of $3,000,000 from US Bank, dated April 9, 2009, as amended July 15, 2010, May 25, 2011, August 22, 2012, April 29, 2013, May 22, 2014, June 25, 2014 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 and is secured by 80% of the eligible receivables and 50% of the eligible inventory (such inventory amount not to exceed 50% of the borrowing base) of NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 1,490,305 $ 437,089 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,439,727 1,946,830 Notes payable for warehouse equipment 54,036 Total of notes payable and advances 2,984,068 2,383,919 Less current portion (2,069,930) (944,120 ) Long-term portion $ 914,138 $ 1,439,799 As of December 31, 2015, NDS, the Company’s wholly owned subsidiary, was not in compliance with certain financial covenants in its existing five-year term loan and revolving line of credit with U.S. Bank (the “Bank”), principally due to certain non-cash and non-recurring Company expenses incurred in connection with the issuance of stock options to certain key employees during the year and the Merger. As disclosed in Note 16 – Subsequent Events

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2015
Equity [Abstract]
EQUITY	Common and Preferred Stock The Company is authorized to issue 150,000,000 shares of common stock, $0.01 par value, of which 10,444,257 common shares were issued and outstanding as of December 31, 2015. The Company is authorized to issue 10,000,000 shares of Series A Convertible Preferred Stock, $0.01 par value, 1,000 shares of its 10% Cumulative Perpetual Series B Preferred Stock, $0.01 par value, and 500 shares of its Series C Convertible Preferred Stock, par value $0.01, none of which were issued and outstanding as of December 31, 2015. As of December 31, 2015, 9,688 shares of common stock were subscribed and 85,833 shares were held in treasury, reserved for cancellation. Options As of December 31, 2015, 902,205 options to purchase common stock of the Company were issued and outstanding, 590,000 of which were issued and outstanding prior to the acquisition of iSatori, 370,000 of which had an exercise price equal to $2.30 per share, 40,000 of which had an exercise price equal to $2.20 per share, 60,000 of which had an exercise price equal to $1.00 per share, and 120,000 of which had an exercise price of $0.90 per share. In connection with the acquisition of iSatori, the Company issued 312,205 options to former option holders in iSatori, of which 90,064 had an exercise price of $0.06 per share, 4,330 had an exercise price of $1.44 per share, 93,503 had an exercise price of $3.31 per share, 29,804 had an exercise price of $4.62 per share, 4,330 had an exercise price of $5.49 per share, 1,732 had an exercise price of $5.81 per share, 33,774 had an exercise price of $5.89 per share, 8,660 had an exercise price of $12.13 per share, 28,688 had an exercise price of $12.99 per share, and 17,320 had an exercise price of $14.43 per share. During the fiscal year ended December 31, 2015, the Company issued 370,000 options to management, key employees and members of the board of directors, for which it recorded an expense of $315,741. As indicated above, during the year ended December 31, 2015, the Company issued 312,205 options in connection with the acquisition of iSatori for which $191,121 was included as an element of the purchase price. Warrants The Company values all warrants using the Black-Scholes option-pricing model. Critical assumptions for the Black-Scholes option-pricing model include the market value of the stock price at the time of issuance, the risk-free interest rate corresponding to the term of the warrant, the volatility of the Company’s stock price, dividend yield on the common stock, as well as the exercise price and term of the warrant. The Black Scholes option-pricing model was the best determinable value of the warrants that the Company “knew up front” when issuing the warrants in accordance with Topic 505. Other than as expressly noted below, the warrants are not subject to any form of vesting schedule and, therefore, are exercisable by the holders anytime at their discretion during the life of the warrant. No discounts were applied to the valuation determined by the Black-Scholes option-pricing model; provided, however, As of December 31, 2015, 110,620 warrants to purchase common stock of the Company were issued and outstanding, of which 60,620 were assumed by the Company in connection with the acquisition of iSatori. Additional information about which is included in the following table: Issued Exercise Price Issuance Date Expiration Date Vesting 17,320 $ 12.99 10/01/13 01/01/18 No 43,300 $ 12.99 07/16/13 07/16/18 No 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 110,620 Expected Dividend Yield 0.0% Volatility 40.0% Weighted average risk free interest rate 0.9% Weighted average expected life (in years) 1.7 Private Placements, Other Issuances and Cancellations The Company periodically issues shares of its common stock and warrants to purchase shares of common stock to investors in connection with private placement transactions, as well as, to advisors and consultants for the fair value of services rendered. Absent an arm’s length transaction with an independent third-party, the value of any such issued shares is based on the trading value of the stock at the date on which such transactions or agreements are consummated or such shares are issued. The Company expenses the fair value of all such issuances in the period incurred. The Company issued 83,605 shares of its common stock plus an additional 9,688 shares of common stock for services during the year ended December 31, 2015, for which it recorded an expense of $179,203 as compared to an expense of $116,334 for the year ended December 31, 2014. During the year ended December 31, 2015 the Company also cancelled 37,000 shares previously issued for services to a consultant, for which it recorded a contra-expense of $74,000. 2015 During the year ended December 31, 2015, the Company issued 2,408,937 shares of its common stock, consisting of (i) 2,315,644 shares issued to iSatori shareholders in connection with the Merger; (ii) 66,667 shares issued to employees for the fair value of services rendered; and (iii) 16,938 shares issued to members of the Board of Directors for the fair value of services rendered consistent with the Company’s Board compensation plan. As of December 31, 2015, there were an additional 9,688 shares of common stock issuable to members of the Board of Directors for the fair value of services rendered consistent with the Company’s Board compensation plan. In addition to the above, during the year ended December 31, 2015 the Company cancelled 37,000 shares previously issued for services and bought back and subsequently cancelled 206,187 shares pursuant to the terms of its share Repurchase Program. During the fiscal year ended December 31, 2015, the Company issued 370,000 options to management, key employees and members of the board of directors, for which it recorded an expense of $315,741. In connection with the acquisition of iSatori, the Company issued 312,205 options to former option holders of iSatori for which $191,121 was included as an element of the purchase price. The Company did not issue any shares of its common stock to investors for cash during the year ended December 31, 2015. During the year ended December 31, 2015, the Company valued shares issued for services rendered based on the trading value of the stock at the time of grant. 2014 During the year ended December 31, 2014, the Company issued 81,042 shares of its common stock, consisting of (i) 33,334 shares issued to employees for the fair value of services rendered, (ii) 12,148 shares issued to members of the Board of Directors for the fair value of services rendered consistent with the Company’s Board compensation plan, and (iii) 35,560 shares issued to certain parties in connection with the Company’s settlement with YogaEarth that resulted in the Company owning 100% of the Kaniwa IP. As of December 31, 2014, there were an additional 3,846 shares of common stock issuable to members of the Board of Directors for the fair value of services rendered consistent with the Company’s Board compensation plan. In addition to the above, during the year ended December 31, 2014 the Company issued 40,000 options to purchase common stock under the terms of the Company’s qualified plan. The Company did not cancel any shares of its common stock or issue any shares of its common stock to investors for cash during the year ended December 31, 2014.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 11. INCOME TAXES The provision (benefit) for income taxes from continued operations for the years ended December 31, 2015 and 2014 consist of the following: December 31, 2015 2014 Current: Federal AMT $ — $ 24,354 State — 147,000 — 171,354 Deferred: Federal $ 5,074 $ 626,280 State 5,510 — 10,584 626,280 Change in valuation allowance (10,584 ) (626,280 ) Provision (benefit) for income taxes, net $ — $ 171,354 The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: December 31, 2015 2014 Statutory Federal Income Rate 35.00% 34.00% State Income taxes and other 4.35% 7.09% Federal AMT 0.00% 1.30% Temporary differences 0.00% 0.22% Permanent Items 1.62% 0.60% Valuation Allowance -42.22% -34.00% Return to Provision 1.25% 0.00% Effective Tax Rate 0.00% 9.21% Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following: December 31, 2015 2014 Inventory UNICAP $ 41,401 $ - Allowance for Doubtful Accounts 162,849 - Foreign tax credits 30,086 - Share Based Compensation 39,485 Other 24,100 - Property and equipment 16,712 - Net operating loss carryforwards 7,666,946 6,602,000 Valuation allowance (7,168,700) (5,913,000) Deferred income tax asset 812,879 689,000 Deferred expenses (71,482) - Other (52,397) - Deferred income tax liability (123,879) - Net deferred tax asset $ 689,000 $ 689,000 The Company has net operating loss carryforwards of approximately $22,400,000 for federal purposes available to offset future taxable income through 2035 and 2.298,000 for State of Colorado purposes which expire in various years through 2035, The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management the benefits from net operating losses carried forward may be impaired or limited on certain circumstances. Events which may cause limitations in the amount of net operating losses that the Company may utilize in any one year include, but are not limited to, limitations imposed under Section 382 of the Internal Revenue Code, as amended, from change of more than 50% over a three-year period. The impact of any limitations that may be imposed for future issuances of equity securities, including issuances with respect to acquisitions have not been determined. ASC 740 requires the consideration of a valuation allowance to reflect the likelihood of realization of deferred tax assets. Significant management judgment is required in determining any valuation allowance recorded against deferred tax assets. In evaluating the ability to recover deferred tax assets, the Company considered available positive and negative evidence, giving greater weight to its recent cumulative losses and its ability to carry-back losses against prior taxable income and lesser weight to its projected financial results due to the challenges of forecasting future periods. The Company also considered, commensurate with its objective verifiability, the forecast of future taxable income including the reversal of temporary differences. At that time the Company continued to have sufficient positive evidence, including recent cumulative profits, a reduction in operating expenses, the ability to carry-back losses against prior taxable income and an expectation of improving operating results, showing a valuation allowance was not required. At the end of the year ended December 31, 2012, expectations of taxable income necessitated a reduction in the valuation allowance and a restoration of $689,000 of deferred tax assets related to net operating losses expected to be utilized in the next 12 months. At December 31, 2015, the Company continues to maintain the deferred tax asset of $689,000.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements
FAIR VALUE MEASUREMENTS	The Company immediately adopted FASB Accounting Standards Codification No. 820 (SFAS 157), Fair Value Measurements Determination of Fair Value At December 31, 2015, the Company calculated the fair value of its assets and liabilities for disclosure purposes only. Valuation Hierarchy ASC 820 establishes a three-level valuation hierarchy for the use of fair value measurements based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date: Valuation Hierarchy • Level 1 - Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities. • Level 2 - Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly, including quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates); and inputs that are derived principally from or corroborated by observable market data by correlation or other means. • Level 3 - Inputs that are both significant to the fair value measurement and unobservable. These inputs rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. The unobservable inputs are developed based on the best information available in the circumstances and may include the Company's own data. The following table presents the Company's fair value hierarchy for those assets and liabilities measured at fair value on a recurring basis as of December 31, 2015. Level 1 Level 2 Level 3 Total Assets Cash $ 1,532,550 1,532,550 Intangible assets 6,929,505 6,929,505 $ 1,532,550 6,929,505 8,462,055

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	For the period ended December 31, 2015 the Company accrued a litigation reserve of $90,000 related to the proposition 65 legal proceeding. The parties had agreed to a Consent Judgement, which remained subject to a court approval. The court approved the Consent Judgement on April 12, 2016 with payment due April 19, 2016.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	The Company did not have any related party transactions as of December 31, 2015.

NET INCOME _ (LOSS) PER SHARE

NET INCOME / (LOSS) PER SHARE	12 Months Ended
	Dec. 31, 2015
NET INCOME (LOSS) PER SHARE:
NET INCOME / (LOSS) PER SHARE	Basic income per share is calculated by dividing net income attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is calculated by dividing net income attributable to common stockholders by the weighted average fully diluted number of shares of common stock outstanding during the period. For the year ended December 31, 2015, the following potential shares of common stock were excluded in the number of shares of common stock outstanding for the calculation of diluted income per share. For the year ended December 31, 2014, the following potential shares of common stock were included in the number of the shares of common stock outstanding for the calculation of diluted income per share. December 31, 2015 2014 Warrants 98,742 188,391 Options 614,607 208,778 Preferred Stock (as converted) - - Total 713,349 397,169 The following table represents the computation of basic and diluted losses per share at December 31, 2015 and 2014: December 31, December 31, 2015 2014 Net income (losses) available for common shareholders (1,165,940) 1,673,602 Basic weighted average common shares outstanding 8,677,433 8,180,428 Basic income (loss) per share (0.13) 0.20 Diluted weighted average common shares outstanding 8,677,433 8,577,597 Diluted income (loss) per share (0.13) 0.20 Net loss per share is based upon the weighted average shares of common stock outstanding.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	On or around April 12, 2016, the hearing to approve the Consent Judgement was heard before the Superior Court of California, County of Alameda, regarding the proposition 65 legal proceeding. The settlement was approved and provides for a payment of $90,000 by the Company by April 19, 2016. Management has reviewed and evaluated subsequent events and transactions occurring after the balance sheet date through the filing of this Annual Report on Form 10-K on March 30, 2016 and determined that no additional subsequent events occurred. On April 14, 2016, the Company received a waiver of compliance for certain financial covenants in its existing five-year term loan and revolving line of credit with U.S. Bank for the current period ended December 31, 2016.

SUMMARY OF SIGNIFICANT ACCOUN23

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2015
Options issued
Principle of Consolidation	The consolidated financial statements include the accounts of the Company and NDS Nutrition Products, Inc. Intercompany accounts and transactions have been eliminated in the consolidated condensed financial statements.
Use of Estimates and Assumptions	The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“ GAAP These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.
Revenue Recognition	Revenue is derived from product sales. The Company recognizes revenue from product sales in accordance with Accounting Standards Codification (“ ASC Revenue Recognition in Financial Statements The Company offers discounts on sales to GNC franchises on many of its products. Discounts are updated monthly and made available to all franchisees. Revenue is recorded net of all discounts taken at the time of sale for all direct sales. Indirect sales involve sales through GNC’s centralized distribution platform. Fulfillment to franchisees from GNC’s distribution centers often spans several months and accounting periods after the initial indirect sale. Given that the discount programs change monthly, it is impossible to predict with any certainty what discounts will be taken on which products and at what time. As a result, the Company has historically booked gross revenue through the indirect channel upon shipment to GNC. Discounts taken by franchisees upon fulfillment from GNC’s distribution center are billed back to the Company as a credit to a future invoice. The Company accounted for these deductions (“ Vendor Funded Discounts Nine Months Ended Year Ended September 30, December 31, Revenue 2015 2014 2015 2014 As reported, gross $ 15,139,949 $ 17,812,097 $ 19,406,875 $ 19,960,376 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised, net 14,076,637 17,548,264 17,931,464 19,579,806 Gross profit As reported, gross profit 6,124,103 6,450,964 7,753,818 7,092,909 As reported, gross margin 40.4 % 36.2 % 40.0 % 35.5 % As revised, gross profit 5,060,791 6,187,131 6,278,407 6,712,338 As revised, gross margin 36.0 % 35.3 % 35.0 % 34.3 % Selling & marketing expense As reported 2,773,293 1,788,521 4,401,474 2,378,413 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised 1,709,981 1,524,688 2,926,063 1,997,842 Operating income $ 714,806 $ 2,383,595 $ (1,089,734 ) 1,852,124 The above pro forma presentation shows what revenue, gross profit, gross margin and selling and marketing expense would have been if the above stated revised accounting policy for Vendor Funded Discounts had been implemented as of January 1, 2014. Operating income and net income are not impacted by the change. Moreover, the results for the year ended December 31, 2015 will be reported under the new accounting policy. As such, all “as reported” amounts for that period reflect what would have been reported had the new accounting policy not been implemented prior to the Company filing its yearly results for the year ended December 31, 2015.
Accounts Receivable and Allowance for Doubtful Accounts	All of the Company’s accounts receivable balance is related to trade receivables which, in the quarter ended September 30, 2015, increased due principally to the transition to GNC’s centralized distribution platform. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts, estimating losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. We maintain an insurance policy for iSatori Products for international shipments, which protects the Company in the event the international distributor does not or cannot remit payment. The Company recorded an expense of $32,148 related to bad debt and doubtful accounts during the year ended December 31, 2015, inclusive of a contra-expense of $3,645 for a received payment on a previously written off receivable.
Cash and Cash Equivalents	The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2015, cash and cash equivalents include cash on hand and cash in the bank.
Inventory	The Company’s inventory is carried at the lower of cost or net realizable value using the first-in, first-out (“ FIFO
Property and Equipment	Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized. The range of estimated useful lives used to calculate depreciation for principal items of property and equipment are as follows: Asset Category Depreciation / Amortization Period Furniture and Fixture 3 Years Office equipment 3 Years Leasehold improvements 5 Years The Company adopted FASB ASC Topic 350, Goodwill and Other Intangible Assets
Impairment of Long-Lived Assets	In accordance with ASC Topic 3605, Long-Lived Assets
Income Taxes	Deferred income taxes are provided based on the provisions of ASC Topic 740, Accounting for Income Taxes, The Company adopted the provisions of FASB Interpretation No. 48; Accounting For Uncertainty In Income Taxes FIN 48
Concentration of Credit Risk	The Company maintains its operating cash balances in a bank located in Nebraska. The Federal Depository Insurance Corporation (“ FDIC”
Earnings Per Share	Basic income (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings per share reflects the potential dilution that could occur if stock options, warrants, and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company. In the event of a loss, diluted loss per share is the same as basic loss per share, because of the effect of the additional securities, a result of the net loss would be anti-dilutive.
Fair Value of Financial Instruments	The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties other than in a forced sale or liquidation. The carrying amounts of the Company’s financial instruments, including cash, accounts payable and accrued liabilities, income tax payable and related party payable, if any, approximate fair value.
Recent Accounting Pronouncements	None.

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2015
Summary Of Significant Accounting Policies Tables
Revenue Recognition	Nine Months Ended Year Ended September 30, December 31, Revenue 2015 2014 2015 2014 As reported, gross $ 15,139,949 $ 17,812,097 $ 19,406,875 $ 19,960,376 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised, net 14,076,637 17,548,264 17,931,464 19,579,806 Gross profit As reported, gross profit 6,124,103 6,450,964 7,753,818 7,092,909 As reported, gross margin 40.4 % 36.2 % 40.0 % 35.5 % As revised, gross profit 5,060,791 6,187,131 6,278,407 6,712,338 As revised, gross margin 36.0 % 35.3 % 35.0 % 34.3 % Selling & marketing expense As reported 2,773,293 1,788,521 4,401,474 2,378,413 Vendor Funded Discount (1,063,312 ) (263,833 ) (1,475,411 ) (380,571 ) As revised 1,709,981 1,524,688 2,926,063 1,997,842 Operating income $ 714,806 $ 2,383,595 $ (1,089,734 ) 1,852,124
Property and Equipment	Asset Category Depreciation / Amortization Period Furniture and Fixture 3 Years Office equipment 3 Years Leasehold improvements 5 Years

PREPAID EXPENSES (Tables)

PREPAID EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2015
Prepaid Expenses Tables
Prepaid Expenses	December 31, 2015 2014 Prepaid Expenses 334,483 47,202 Total $ 334,483 $ 47,202

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2015
Inventories Tables
Inventories	December 31, 2015 2014 Finished goods $ 3,381,973 $ 1,904,950 Components 1,408,328 379,972 Total $ 4,790,301 $ 2,284,922

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2015
Property And Equipment Tables
PROPERTY AND EQUIPMENT	December 31, 2015 2014 Equipment $ 808,324 $ 289,169 Accumulated depreciation $ (581,520 ) $ (286,063 ) Total $ 226,804 $ 3,107

ACQUISITION (Tables)

ACQUISITION (Tables)	12 Months Ended
	Dec. 31, 2015
Acquisition Tables
Proforma information	Year Ended December 31, (in thousands, except per share data) 2015 2014 Total revenue $24,842 $29,235 Income from continuing operations (4,813) 503 Basic earnings per share from continuing operations $(0.44) $0.05 Diluted earnings per share from continuing operations $(0.44) $0.04

NOTE PAYABLES (Tables)

NOTE PAYABLES (Tables)	12 Months Ended
	Dec. 31, 2015
Note Payables Tables
Notes payable	Notes payable consist of the following as of December 31, 2015 and December 31, 2014: December 31, 2015 December 31, 2014 Revolving line of credit of $3,000,000 from US Bank, dated April 9, 2009, as amended July 15, 2010, May 25, 2011, August 22, 2012, April 29, 2013, May 22, 2014, June 25, 2014 and May 15, 2015 at an interest rate of 3.0% plus the one-month LIBOR quoted by US Bank from Reuters Screen LIBOR. The line of credit matures May 15, 2016 and is secured by 80% of the eligible receivables and 50% of the eligible inventory (such inventory amount not to exceed 50% of the borrowing base) of NDS Nutrition Products, Inc. The Company pays interest only on this line of credit. $ 1,490,305 $ 437,089 Term loan of $2,600,000 from US Bank, dated September 4, 2013, at a fixed interest rate of 3.6%. The term loan amortizes evenly on a monthly basis and matures August 15, 2018. 1,439,727 1,946,830 Notes payable for warehouse equipment 54,036 Total of notes payable and advances 2,984,068 2,383,919 Less current portion (2,069,930) (944,120 ) Long-term portion $ 914,138 $ 1,439,799

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2015
Equity Tables
Warrants issued and outstanding	Issued Exercise Price Issuance Date Expiration Date Vesting 17,320 $ 12.99 10/01/13 01/01/18 No 43,300 $ 12.99 07/16/13 07/16/18 No 25,000 $ 3.000 11/01/13 11/01/16 No 25,000 $ 2.000 11/01/13 11/01/16 No 110,620 Expected Dividend Yield 0.0% Volatility 40.0% Weighted average risk free interest rate 0.9% Weighted average expected life (in years) 1.7

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2015
Income Taxes Tables
Provision (benefit) for income taxes	The provision (benefit) for income taxes from continued operations for the years ended December 31, 2015 and 2014 consist of the following: December 31, 2015 2014 Current: Federal AMT $ — $ 24,354 State — 147,000 — 171,354 Deferred: Federal $ 5,074 $ 626,280 State 5,510 — 10,584 626,280 Change in valuation allowance (10,584 ) (626,280 ) Provision (benefit) for income taxes, net $ — $ 171,354
Federal statutory tax rate	The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows: December 31, 2015 2014 Statutory Federal Income Rate 35.00% 34.00% State Income taxes and other 4.35% 7.09% Federal AMT 0.00% 1.30% Temporary differences 0.00% 0.22% Permanent Items 1.62% 0.60% Valuation Allowance -42.22% -34.00% Return to Provision 1.25% 0.00% Effective Tax Rate 0.00% 9.21% Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following: December 31, 2015 2014 Inventory UNICAP $ 41,401 $ - Allowance for Doubtful Accounts 162,849 - Foreign tax credits 30,086 - Share Based Compensation 39,485 Other 24,100 - Property and equipment 16,712 - Net operating loss carryforwards 7,666,946 6,602,000 Valuation allowance (7,168,700) (5,913,000) Deferred income tax asset 812,879 689,000 Deferred expenses (71,482) - Other (52,397) - Deferred income tax liability (123,879) - Net deferred tax asset $ 689,000 $ 689,000
Deferred tax assets	Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The components of deferred tax assets consist principally from the following: December 31, 2015 2014 Inventory UNICAP $ 41,401 $ - Allowance for Doubtful Accounts 162,849 - Foreign tax credits 30,086 - Share Based Compensation 39,485 Other 24,100 - Property and equipment 16,712 - Net operating loss carryforwards 7,666,946 6,602,000 Valuation allowance (7,168,700) (5,913,000) Deferred income tax asset 812,879 689,000 Deferred expenses (71,482) - Other (52,397) - Deferred income tax liability (123,879) - Net deferred tax asset $ 689,000 $ 689,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements Tables
Fair value of recurring assets and liabilities	Level 1 Level 2 Level 3 Total Assets Cash $ 1,532,550 1,532,550 Intangible assets 6,929,505 6,929,505 $ 1,532,550 6,929,505 8,462,055

NET INCOME _ (LOSS) PER SHARE (

NET INCOME / (LOSS) PER SHARE (Tables)	12 Months Ended
	Dec. 31, 2015
Net Income Loss Per Share Tables
Dilutive shares included in EPS	December 31, 2015 2014 Warrants 98,742 188,391 Options 614,607 208,778 Preferred Stock (as converted) - - Total 713,349 397,169
NET INCOME PER SHARE	The following table represents the computation of basic and diluted losses per share at December 31, 2015 and 2014: December 31, December 31, 2015 2014 Net income (losses) available for common shareholders (1,165,940) 1,673,602 Basic weighted average common shares outstanding 8,677,433 8,180,428 Basic income (loss) per share (0.13) 0.20 Diluted weighted average common shares outstanding 8,677,433 8,577,597 Diluted income (loss) per share (0.13) 0.20

DESCRIPTION OF BUSINESS (Detail

DESCRIPTION OF BUSINESS (Details Narrative) - USD ($)	2 Months Ended	12 Months Ended
	Mar. 15, 2016	Dec. 31, 2015
Description of Business
State of incorporation		Nevada
Company incorporation date		Jul. 26, 2005
Share repurchase program, authorized for repurchase, value		$ 600,000
Repurchase of common stock, shares	206,187
Repurchase of common stock, price per share	$ 1.93
MaximumMonthly [Member]
Description of Business
Share repurchase program, authorized for repurchase, value		$ 50,000

SUMMARY OF SIGNIFICANT ACCOUN35

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2015	Dec. 31, 2014
Revenue			$ 17,931,464	$ 19,960,376
Gross Profit			6,278,407	7,092,910
Selling and Marketing Expense			2,926,063	2,378,413
Operating Income	$ 714,806	$ 2,383,595	(1,089,734)	1,852,125
As Reported
Revenue	15,139,949	17,812,097	19,406,875	19,960,376
Gross Profit	$ 6,124,103	$ 6,450,964	$ 7,753,818	$ 7,092,909
Gross Margin	40.40%	36.20%	40.00%	35.50%
Selling and Marketing Expense	$ 2,773,293	$ 1,788,521	$ 4,401,474	$ 2,378,413
Vendor Funded Discount
Revenue	(1,063,312)	(263,833)	(1,475,411)	(380,571)
Selling and Marketing Expense	(1,063,312)	(263,833)	(1,475,411)	(380,571)
As Revised
Revenue	14,076,637	17,548,264	17,931,464	19,579,806
Gross Profit	$ 5,060,791	$ 6,187,131	$ 6,278,407	$ 6,712,338
Gross Margin	36.00%	35.30%	35.00%	34.30%
Selling and Marketing Expense	$ 1,709,981	$ 1,524,688	$ 2,926,063	$ 1,997,842

SUMMARY OF SIGNIFICANT ACCOUN36

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	12 Months Ended
	Dec. 31, 2015
Furniture and Fixtures
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Depreciation/Amortization Period	3 years
Office Equipment
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Depreciation/Amortization Period	3 years
Leasehold Improvements
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Depreciation/Amortization Period	5 years

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Summary of Significant Accounting Policies
Allowance for doubtful accounts	$ 32,148
Inventory	4,790,301	$ 2,284,922
FDIC Insurance amount	250,000
NDS Products
Summary of Significant Accounting Policies
Inventory	3,943,705
iSatori Products
Summary of Significant Accounting Policies
Inventory	$ 846,596

PREPAID EXPENSES (Details)

PREPAID EXPENSES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Prepaid Expenses Details
Prepaid Expenses	$ 334,483	$ 47,202
Total	$ 334,483	$ 47,202

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Inventories
Finished goods	$ 3,381,973	$ 1,904,950
Components	1,408,328	379,972
Total	$ 4,790,301	$ 2,284,922

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
PROPERTY AND EQUIPMENT
Equipment	$ 808,324	$ 289,169
Accumulated depreciation	(581,520)	(286,063)
Total	$ 226,804	$ 3,107

PROPERTY AND EQUIPMENT (Detai41

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Property and Equipment
Depreciation and amortization expense	$ 29,830	$ 6,298

ACQUISITION (Details)

ACQUISITION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Acquisition Details
Total revenue	$ 24,842	$ 29,235
Income from continuing operations	$ (4,813)	$ 503
Basic earnings per share from continuing operations	$ (.44)	$ .05
Diluted earnings per share from continuing operations	$ (.44)	$ .04

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Amortization expense of intangible assets	$ 270,311	$ 219,748
Total consideration	4,564,959
iSatori Products
Pre-closing note issued by iSatori and forgiven by FitLife at closing	750,000
Fair value of shares issued to iSatori shareholders	3,566,092
Fair value of replacement options and warrants issued to iSatori employees	191,121
Capitalized S-4 costs	57,507
Cash paid to shareholders of iSatori in lieu of fractional shares	239
Total consideration	4,564,959
Fair Value of Assets Acquired
Cash	705,516
Other current assets	2,411,943
Property and equipment	237,498
Intangible assets	2,022,507
Goodwill	4,139,940
Other non-current assets	57,314
Current liabilities	3,959,760
Line of credit	$ 1,050,000

INTELLECTUAL PROPERTY (Details

INTELLECTUAL PROPERTY (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Balance write off expense	$ 50,000
Sale of ownership position	50.00%
Shares issued, value	$ 84,500
Decrease in intangible assets	0
Gain on sale of Kaniwa assets	$ 220,000
Kaniwa Asset [Member]
Sale of ownership position		37.50%
Decrease in intangible assets		$ (137,500)

NOTE PAYABLES (Details)

NOTE PAYABLES (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Notes payable
Revolving Line of Credit	$ 1,490,305	$ 437,089
Term loan	1,439,727	1,946,830
Notes payable for warehouse equipment	54,036
Total of notes payable and advances	2,984,068	2,383,919
Less current portion	(2,069,930)	(944,120)
Long-term portion	$ 914,138	$ 1,439,799

NET INCOME_(LOSS) PER SHARE (De

NET INCOME/(LOSS) PER SHARE (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
NET INCOME PER SHARE
Potential shares of common stock included in the number of shares outstanding	713,349	397,169
Income / (Losses) available for common shareholders	$ (1,165,940)	$ 1,673,602
Basic weighted average common shares outstanding	8,677,433	8,180,428
Basic income / (loss) per share	$ (.13)	$ 0.20
Diluted weighted average common shares outstanding	8,677,433	8,577,597
Diluted income / (loss) per share	$ (.13)	$ 0.20
Warrant [Member]
NET INCOME PER SHARE
Potential shares of common stock included in the number of shares outstanding	98,742	188,391
Option [Member]
NET INCOME PER SHARE
Potential shares of common stock included in the number of shares outstanding	614,607	208,778
Preferred Stock [Member]
NET INCOME PER SHARE
Potential shares of common stock included in the number of shares outstanding	0	0

EQUITY (Details)

EQUITY (Details)	12 Months Ended
	Dec. 31, 2015$ / sharesshares
Expected dividend yield	0.00%
Volatility	40.00%
Weighted average risk free interest rate	0.90%
Weighted average expected life (in years)	1 year 8 months 12 days
Warrants1 [Member]
Warrants Issued	17,320
Exercise price | $ / shares	$ 12.99
Issuance Date	Oct. 1, 2013
Expiration Date	Jan. 1, 2018
Warrants2Member
Warrants Issued	43,300
Exercise price | $ / shares	$ 12.99
Issuance Date	Jul. 16, 2013
Expiration Date	Jul. 16, 2018
Warrants3Member
Warrants Issued	25,000
Exercise price | $ / shares	$ 3
Issuance Date	Nov. 1, 2013
Expiration Date	Nov. 1, 2016
Warrants4Member
Warrants Issued	25,000
Exercise price | $ / shares	$ 2
Issuance Date	Nov. 1, 2013
Expiration Date	Nov. 1, 2016
Warrant [Member]
Warrants Issued	110,620

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)	2 Months Ended	12 Months Ended
	Mar. 15, 2016	Dec. 31, 2015	Dec. 31, 2014
EQUITY
Authorized to issue shares of common stock		150,000,000
Share price, par value		$ 0.01
Common shares issued and outstanding		10,444,257	8,198,516
Subscribed shares		9,688
Treasury shares		85,833
Fair value expense of services rendered		$ 453,779	$ 116,334
New share issuances		2,408,937	81,042
Shares cancelled	206,187
Consultants [Member]
EQUITY
New share issuances			35,560
Shares cancelled		37,000
Board [Member]
EQUITY
New share issuances		16,938	12,148
Employees [Member]
EQUITY
New share issuances		66,667	33,334
Option [Member]
EQUITY
Options and warrants issued and outstanding		902,205
Option [Member] | Option 2 [Member]
EQUITY
Warrants issued and outstanding		40,000
Exercise price		$ 2.20
Option [Member] | Option 3 [Member]
EQUITY
Warrants issued and outstanding		60,000
Exercise price		$ 1
Option [Member] | Option 4 [Member]
EQUITY
Warrants issued and outstanding		120,000
Exercise price		$ .90
Option [Member] | Option 1 [Member]
EQUITY
Warrants issued and outstanding		370,000
Exercise price		$ 2.30
Warrant [Member]
EQUITY
Options and warrants issued and outstanding		110,620
Common And Preferred Stock [Member] | Series A [Member]
EQUITY
Authorized to issue shares of common stock		10,000,000
Share price, par value		$ 0.01
Common shares issued and outstanding		0
Common And Preferred Stock [Member] | Series B [Member]
EQUITY
Authorized to issue shares of common stock		1,000
Share price, par value		$ 0.01
Common shares issued and outstanding		0
Common And Preferred Stock [Member] | Series C [Member]
EQUITY
Authorized to issue shares of common stock		500
Share price, par value		$ 0.01
Common shares issued and outstanding		0

INCOME TAXES (Details)

INCOME TAXES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details
Current income tax provision (benefit), federal	$ 0	$ 24,354
Current income tax provision (benefit), state	0	147,000
Total current income tax provision	0	171,354
Deferred income tax provision (benefit), federal	5,074	626,280
Deferred income tax provision (benefit), state	5,510	0
Total deferred income tax provision	10,584	626,280
Change in valuation allowance	(10,584)	(626,280)
Provision (benefit) for income taxes, net	$ (27,972)	$ 171,355

INCOME TAXES (Details 1)

INCOME TAXES (Details 1)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details 1
Statutory federal income rate	35.00%	34.00%
State income taxes and other	4.35%	7.09%
Federal AMT	0.00%	1.30%
Temporary differences	0.00%	0.22%
Permanent Items	1.62%	0.60%
Valuation Allowance	(42.22%)	(34.00%)
Return to Provision	1.25%	0.00%
Effective tax rate	0.00%	9.21%

INCOME TAXES (Details 2)

INCOME TAXES (Details 2) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Income Taxes Details 1
Inventory UNICAP	$ 41,401
Allowance for Doubtful Accounts	162,849
Foreign tax credits	30,086
Share Based Compensation	39,485
Other	24,100
Property and equipment	16,712
Net operating loss carryforwards	7,666,946	$ 6,602,000
Valuation allowance	(7,168,700)	(5,913,000)
Deferred income tax asset	812,879	$ 689,000
Deferred expenses	(71,482)
Other	(52,397)
Deferred income tax liability	(123,879)
Net deferred tax asset	$ 689,000	$ 689,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2013
Income Taxes
Net operating loss carryforwards, Federal	$ 22,400,000
Net operating loss carryforwards, State	2,298,000
Restored deferred tax assets related to net operating losses	$ 68,900	$ 689,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative)	Dec. 31, 2015USD ($)
Commitments and Contingencies Disclosure [Abstract]
Litigation reserve	$ 95,775

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details)	Dec. 31, 2015USD ($)
Fair value cash	$ 1,532,550
Fair value intangible assets	6,929,505
Fair value assets	8,462,055
Fair Value Inputs Level 1 [Member]
Fair value cash	0
Fair value intangible assets	0
Fair value assets	0
Fair Value Inputs Level 2 [Member]
Fair value cash	1,532,550
Fair value intangible assets	0
Fair value assets	1,532,550
Fair Value Inputs Level 3 [Member]
Fair value cash	0
Fair value intangible assets	6,929,505
Fair value assets	$ 6,929,505