Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 01, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | GENERAL CANNABIS CORP | |
Document Type | S1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 22,481,605 | |
Amendment Flag | false | |
Entity Central Index Key | 1,477,009 | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Filer Category | Smaller Reporting Company | |
Entity Well-known Seasoned Issuer | No | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 773,795 | $ 58,711 |
Accounts receivable, net | 182,214 | 124,553 |
Note receivable – related party | 77,202 | |
Prepaid expenses and other current assets | 76,493 | 46,734 |
Inventory | 7,981 | 15,518 |
Total current assets | 1,117,685 | 245,516 |
Property and equipment, net | 1,714,803 | 1,725,268 |
Intangible assets, net | 25,383 | 1,524,927 |
Goodwill | 187,000 | |
Total Assets | 2,857,871 | 3,682,711 |
Current Liabilities | ||
Accounts payable and accrued expenses | 363,618 | 293,532 |
Interest payable | 9,806 | 84,720 |
Infinity Note – related party | 800,000 | |
Notes payable (net of discount), current portion | 986,475 | |
Deferred rental revenue and customer deposits | 46,155 | 33,146 |
Accrued stock payable | 1,532,420 | |
Warrant derivative liability | 23,120,000 | |
Total current liabilities | 23,539,579 | 3,730,293 |
Notes payable (net of discount), less current portion | 815,250 | 151,397 |
Infinity Note – related party | 1,370,126 | |
Tenant deposits | 8,854 | 9,204 |
Total Liabilities | 25,733,809 | 3,890,894 |
Commitments and Contingencies | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, no par value; 5,000,000 share authorized; no shares issued and outstanding at December 31, 2016 and 2015 | ||
Common Stock, $0.001 par value; 100,000,000 shares authorized; 17,128,778 shares and 14,915,421 shares issued and outstanding on December 31, 2016 and 2015, respectively | 17,129 | 14,915 |
Additional paid-in capital | 26,333,988 | 16,204,280 |
Accumulated deficit | (49,227,055) | (16,427,378) |
Total Stockholders’ Equity (Deficit) | (22,875,938) | (208,183) |
Total Liabilities & Stockholders’ Equity (Deficit) | $ 2,857,871 | $ 3,682,711 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in Dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, share authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 20,881,605 | 17,128,778 | 14,915,421 |
Common Stock, shares outstanding | 20,881,605 | 17,128,778 | 14,915,421 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
REVENUES | ||
Service | $ 2,735,859 | $ 1,604,632 |
Tenant | 128,427 | 100,782 |
Product sales | 117,696 | 57,564 |
Total revenues | 2,981,982 | 1,762,978 |
COSTS AND EXPENSES | ||
Cost of service revenues | 1,916,526 | 1,307,821 |
Cost of goods sold | 76,978 | 115,208 |
Selling, general and administrative | 2,040,532 | 1,433,359 |
Share-based compensation | 3,752,312 | 5,418,672 |
Professional fees | 513,985 | 448,501 |
Depreciation and amortization | 394,215 | 282,828 |
Impairment of intangible assets and goodwill | 1,344,242 | |
Total costs and expenses | 10,038,790 | 9,006,389 |
OPERATING LOSS | (7,056,808) | (7,243,411) |
OTHER (INCOME) EXPENSE | ||
Amortization of debt discount and deferred financing costs | 812,505 | 1,452,831 |
Interest expense | 5,476,084 | 300,669 |
Loss on extinguishment of debt | 2,170,280 | |
Net loss (gain) on derivative liability | 17,284,000 | (210,634) |
Total other (income) expense, net | 25,742,869 | 1,542,866 |
NET LOSS | $ (32,799,677) | $ (8,786,277) |
PER SHARE DATA – Basic and diluted | ||
Net loss per share (in Dollars per share) | $ (2.13) | $ (0.63) |
Weighted average number of common shares outstanding (in Shares) | 15,424,551 | 14,017,095 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Net loss | $ 4,225,197 | $ (16,971,797) | $ (32,799,677) | $ (8,786,277) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||
Amortization of debt discount and deferred financing costs | 812,505 | 1,454,663 | ||
Loss on extinguishment of debt | 2,086,280 | 2,170,280 | ||
Initial fair value of derivative warrant liability included as interest expense | 5,189,000 | 5,189,000 | ||
Loss (gain) on derivative liability, net | (10,580,000) | 6,032,000 | 17,284,000 | (210,634) |
Depreciation and amortization expense | 88,788 | 292,329 | 394,215 | 282,828 |
Impairment of intangible assets and goodwill | 1,344,242 | |||
Share-based payments | 2,995,251 | 1,974,191 | 3,752,312 | 5,418,672 |
Changes in operating assets and liabilities (net of amounts acquired) | ||||
Accounts receivable | (101,192) | (143,141) | (57,661) | (106,234) |
Prepaid expenses and other assets | (109,384) | (12,321) | (31,961) | (24,332) |
Inventory | (22,462) | (11,627) | 7,537 | 67,072 |
Accounts payable and accrued liabilities | 245,357 | 174,948 | 80,457 | 322,216 |
Net cash used in operating activities: | (2,124,013) | (1,062,683) | (1,854,751) | (1,582,026) |
CASH FLOWS USED IN INVESTING ACTIVITIES | ||||
Purchase of property and equipment | (41,448) | (56,213) | ||
Chiefton acquisition – cash paid for inventory | (12,249) | |||
Lending on Note receivable – related party | (26,500) | (75,000) | ||
Net cash used in investing activities | (171,425) | (11,615) | (116,448) | (68,462) |
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES | ||||
Proceeds from issuance of notes payable | 2,500,000 | 2,500,000 | 350,000 | |
Increase in Infinity Note – related party | 497,500 | 497,500 | 1,100,000 | |
Payments on notes payable | (917,307) | (917,307) | (6,337) | |
Proceeds from exercise of warrants for shares of common stock | 1,599,181 | 606,090 | 100,000 | |
Net cash provided by financing activities | 1,774,181 | 2,080,193 | 2,686,283 | 1,543,663 |
NET INCREASE (DECREASE) IN CASH | (521,257) | 1,005,895 | 715,084 | (106,825) |
CASH, BEGINNING OF PERIOD | 773,795 | 58,711 | 58,711 | 165,536 |
CASH, END OF PERIOD | 773,795 | 58,711 | ||
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION | ||||
Cash paid for interest | 131,763 | 213,813 | 169,206 | 231,296 |
NON-CASH TRANSACTIONS | ||||
Issuance of common stock and warrants for accrued stock payable | 1,732,775 | 988,493 | ||
Derivative warrant liability recorded as debt discount | $ 2,450,000 | 2,450,000 | ||
Warrants issued in connection with debt recorded as debt discount | 31,100 | 298,532 | ||
Converted Notes | 550,000 | |||
Convertible notes payable settled in common stock | 1,651,123 | |||
Portion of Warrant derivative liability recorded as Additional paid-in capital upon exercise of warrants | 7,301,000 | 3,518,000 | 3,683,270 | |
12% Note principal used to exercise 12% Warrants | $ 668,750 | 250,000 | ||
Acquisition of IPG with common stock payable and warrants | 1,887,000 | |||
Acquisition of Chiefton with common stock payable | 69,400 | |||
Accrued interest included in modification of Infinity Note – related party | 2,202 | |||
Infinity Capital [Member] | ||||
NON-CASH TRANSACTIONS | ||||
Converted Notes | $ 309,000 | |||
Accrued interest included in modification of Infinity Note – related party | $ 72,626 |
CONSOLIDATED STATEMENTS OF CHAN
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) | Non-cash Exercise of Warrants [Member]Common Stock [Member] | Non-cash Exercise of Warrants [Member]Additional Paid-in Capital [Member] | Non-cash Exercise of Warrants [Member] | Exercise of Warrants for Cash [Member]Common Stock [Member] | Exercise of Warrants for Cash [Member]Additional Paid-in Capital [Member] | Exercise of Warrants for Cash [Member] | Feinsod Agreement [Member]Common Stock [Member] | Feinsod Agreement [Member]Additional Paid-in Capital [Member] | Feinsod Agreement [Member] | Iron Protection Group [Member]Common Stock [Member] | Iron Protection Group [Member]Additional Paid-in Capital [Member] | Iron Protection Group [Member] | DB Option Agreement [Member]Additional Paid-in Capital [Member] | DB Option Agreement [Member] | Chiefton Acquisition [Member]Common Stock [Member] | Chiefton Acquisition [Member]Additional Paid-in Capital [Member] | Chiefton Acquisition [Member] | 10% Convertible Note [Member]Common Stock [Member] | 10% Convertible Note [Member]Additional Paid-in Capital [Member] | 10% Convertible Note [Member] | 8% Convertible Note [Member]Additional Paid-in Capital [Member] | 8% Convertible Note [Member] | 12% Convertible Notes [Member]Common Stock [Member] | 12% Convertible Notes [Member]Additional Paid-in Capital [Member] | 12% Convertible Notes [Member] | 10% Convertible Note [Member]Additional Paid-in Capital [Member] | 10% Convertible Note [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2014 | $ 12,500 | $ 4,107,076 | $ (7,641,101) | $ (3,521,525) | |||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2014 | 12,499,933 | ||||||||||||||||||||||||||||||
Common stock issued | $ 1,150 | $ 3,628,350 | $ 3,629,500 | ||||||||||||||||||||||||||||
Common stock issued (in Shares) | 1,150,000 | ||||||||||||||||||||||||||||||
Exercise of Warrants | $ 760 | $ 3,682,510 | $ 3,683,270 | $ 25 | $ 99,975 | $ 100,000 | |||||||||||||||||||||||||
Exercise of Warrants (in Shares) | 760,263 | 25,000 | |||||||||||||||||||||||||||||
Stock issued for services | $ 50 | 114,643 | 114,693 | ||||||||||||||||||||||||||||
Stock issued for services (in Shares) | 50,000 | ||||||||||||||||||||||||||||||
Conversion of Notes payable and interest | $ 330 | 1,650,793 | 1,651,123 | ||||||||||||||||||||||||||||
Conversion of Notes payable and interest (in Shares) | 330,225 | ||||||||||||||||||||||||||||||
Warrants issued | $ 298,532 | $ 298,532 | |||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 100 | $ 1,043,700 | $ 1,043,800 | ||||||||||||||||||||||||||||
Common stock issued for acquisition (in Shares) | 100,000 | ||||||||||||||||||||||||||||||
Warrants issued for services | 77,918 | 77,918 | |||||||||||||||||||||||||||||
Employee stock options | 1,500,783 | 1,500,783 | |||||||||||||||||||||||||||||
Net loss | (8,786,277) | (8,786,277) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2015 | $ 14,915 | 16,204,280 | (16,427,378) | (208,183) | |||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2015 | 14,915,421 | ||||||||||||||||||||||||||||||
Common stock issued | $ 150 | $ 662,850 | $ 663,000 | $ 50 | 132,125 | 132,175 | |||||||||||||||||||||||||
Common stock issued (in Shares) | 150,000 | 50,000 | |||||||||||||||||||||||||||||
Exercise of Warrants | 250,000 | ||||||||||||||||||||||||||||||
Stock issued for services | $ 50 | 24,950 | 25,000 | ||||||||||||||||||||||||||||
Stock issued for services (in Shares) | 50,000 | ||||||||||||||||||||||||||||||
Warrants issued | $ 55,100 | $ 55,100 | $ 442,000 | $ 442,000 | $ 31,100 | $ 31,100 | |||||||||||||||||||||||||
Common stock issued upon exercise of warrants and stock | $ 113 | $ 121,387 | $ 121,500 | $ 1,218 | $ 4,098,032 | $ 4,099,250 | $ 153 | 153,187 | 153,340 | ||||||||||||||||||||||
Common stock issued upon exercise of warrants and stock (in Shares) | 112,500 | 1,217,857 | 153,000 | ||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 400 | $ 842,800 | $ 843,200 | $ 80 | $ 69,320 | $ 69,400 | |||||||||||||||||||||||||
Common stock issued for acquisition (in Shares) | 400,000 | 80,000 | |||||||||||||||||||||||||||||
Warrants issued for services | 150,165 | 150,165 | |||||||||||||||||||||||||||||
Employee stock options | 3,346,692 | 3,346,692 | |||||||||||||||||||||||||||||
Net loss | (32,799,677) | (32,799,677) | |||||||||||||||||||||||||||||
Balance at Dec. 31, 2016 | $ 17,129 | $ 26,333,988 | $ (49,227,055) | (22,875,938) | |||||||||||||||||||||||||||
Balance (in Shares) at Dec. 31, 2016 | 17,128,778 | ||||||||||||||||||||||||||||||
Exercise of Warrants | 668,750 | ||||||||||||||||||||||||||||||
Common stock issued for acquisition | $ 155,000 | ||||||||||||||||||||||||||||||
Common stock issued for acquisition (in Shares) | 104,359 | ||||||||||||||||||||||||||||||
Net loss | $ (6,354,803) | ||||||||||||||||||||||||||||||
Balance at Sep. 30, 2017 | $ (6,086,559) |
CONSOLIDATED BALANCE SHEETS7
CONSOLIDATED BALANCE SHEETS | Sep. 30, 2017USD ($) |
Current Assets | |
Cash and cash equivalents | $ 252,538 |
Accounts receivable, net | 283,406 |
Prepaid expenses and other current assets | 173,908 |
Inventory | 30,443 |
Total current assets | 740,295 |
Notes receivable – DB Arizona | 221,671 |
Property and equipment, net | 1,706,035 |
Intangible assets, net | 139,288 |
Total Assets | 2,807,289 |
Current Liabilities | |
Accounts payable and accrued expenses | 474,200 |
Interest payable | 115,237 |
Deferred rental revenue and customer deposits | 75,499 |
Accrued stock payable | 330,000 |
Derivative warrant liability | 5,239,000 |
Notes payable (net of discount) | 1,280,932 |
Infinity Note – related party | 1,370,126 |
Total current liabilities | 8,884,994 |
Tenant deposits | 8,854 |
Total Liabilities | 8,893,848 |
Commitments and Contingencies | |
Stockholders’ Equity (Deficit) | |
Preferred stock, no par value; 5,000,000 share authorized; no shares issued and outstanding at September 30, 2017 and December 31, 2016 | |
Common Stock, $0.001 par value; 100,000,000 shares authorized; 20,881,605 and 17,128,778 shares issued and outstanding on September 30, 2017 and December 31, 2016, respectively | 20,883 |
Additional paid-in capital | 38,894,416 |
Accumulated deficit | (45,001,858) |
Total Stockholders’ Equity (Deficit) | (6,086,559) |
Total Liabilities & Stockholders’ Equity (Deficit) | $ 2,807,289 |
CONSOLIDATED BALANCE SHEETS (P8
CONSOLIDATED BALANCE SHEETS (Parentheticals) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, value (in Dollars per share) | $ 0 | $ 0 | $ 0 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common Stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common Stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, shares issued | 20,881,605 | 17,128,778 | 14,915,421 |
Common Stock, shares outstanding | 20,881,605 | 17,128,778 | 14,915,421 |
CONSOLIDATED STATEMENTS OF OPE9
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
REVENUES | ||||
Service | $ 932,140 | $ 704,489 | $ 2,197,683 | $ 1,988,584 |
Rent and interest | 32,902 | 25,565 | 99,251 | 93,398 |
Product Sales | 14,949 | 80,326 | 235,767 | 122,452 |
Total revenues | 979,991 | 810,380 | 2,532,701 | 2,204,434 |
COSTS AND EXPENSES | ||||
Cost of service revenues | 752,154 | 564,687 | 1,757,241 | 1,547,474 |
Cost of goods sold | 32,459 | 68,992 | 240,577 | 112,649 |
Selling, general and administrative | 657,532 | 409,403 | 1,976,244 | 1,146,022 |
Share-based expense | 839,322 | 872,217 | 2,995,251 | 1,974,191 |
Professional fees | 126,303 | 95,520 | 454,591 | 276,706 |
Depreciation and amortization | 39,885 | 97,988 | 88,788 | 292,329 |
Total costs and expenses | 2,447,655 | 2,108,807 | 7,512,692 | 5,349,371 |
OPERATING LOSS | (1,467,664) | (1,298,427) | (4,979,991) | (3,144,937) |
OTHER (INCOME) EXPENSE | ||||
Amortization of debt discount | 284,900 | 111,837 | 1,134,432 | 327,455 |
Interest expense | 81,563 | 5,276,550 | 240,380 | 5,381,125 |
Loss on extinguishment of debt | 1,728,280 | 2,086,280 | ||
(Gain) loss on derivative warrant liability | (2,421,000) | 6,032,000 | (10,580,000) | 6,032,000 |
Total other (income) expense, net | (2,054,537) | 13,148,667 | (9,205,188) | 13,826,860 |
NET INCOME (LOSS) | $ 586,873 | $ (14,447,094) | $ 4,225,197 | $ (16,971,797) |
Net income (loss) per share: | ||||
Basic (in Dollars per share) | $ 0.03 | $ (0.93) | $ 0.21 | $ (1.11) |
Diluted (in Dollars per share) | $ (0.06) | $ (0.93) | $ (0.21) | $ (1.11) |
Weighted average number of common shares outstanding: | ||||
Basic (in Shares) | 20,654,502 | 15,495,421 | 19,883,329 | 15,270,968 |
Diluted (in Shares) | 29,186,775 | 15,495,421 | 29,624,188 | 15,270,968 |
CONSOLIDATED STATEMENTS OF CA10
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Net income (loss) | $ 4,225,197 | $ (16,971,797) |
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities: | ||
Amortization of debt discount | 1,134,432 | 327,455 |
Loss on extinguishment of debt | 2,086,280 | |
Initial fair value of derivative warrant liability included as interest expense | 5,189,000 | |
(Gain) loss on derivative warrant liability | (10,580,000) | 6,032,000 |
Depreciation and amortization expense | 88,788 | 292,329 |
Share-based payments | 2,995,251 | 1,974,191 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (101,192) | (143,141) |
Prepaid expenses and other assets | (109,384) | (12,321) |
Inventory | (22,462) | (11,627) |
Accounts payable and accrued liabilities | 245,357 | 174,948 |
Net cash used in operating activities: | (2,124,013) | (1,062,683) |
INVESTING ACTIVITIES | ||
Purchase of property and equipment | (38,925) | (11,615) |
Lending on Note receivable – related party | (26,500) | |
Purchase of GC Finance Arizona LLC | (106,000) | |
Net cash used in investing activities | (171,425) | (11,615) |
FINANCING ACTIVITIES | ||
Proceeds from exercise of warrants and stock options | 1,599,181 | |
Proceeds from the sale of common stock – accrued stock payable | 175,000 | |
Borrowings under notes payable | 2,500,000 | |
Increase in Infinity Note – related party | 497,500 | |
Payments on notes payable | (917,307) | |
Net cash provided by financing activities | 1,774,181 | 2,080,193 |
NET (DECREASE) INCREASE IN CASH | (521,257) | 1,005,895 |
CASH, BEGINNING OF PERIOD | 773,795 | 58,711 |
CASH, END OF PERIOD | 252,538 | 1,064,606 |
SUPPLEMENTAL SCHEDULE OF CASH FLOW INFORMATION | ||
Cash paid for interest | 131,763 | 213,813 |
NON-CASH TRANSACTIONS | ||
Portion of warrant derivative liability recorded as additional paid-in capital upon exercise of warrants | 7,301,000 | |
12% Note principal used to exercise 12% Warrants | 668,750 | |
Acquisition of MHPS – accrued stock payable | 155,000 | |
Derivative warrant liability recorded as debt discount | 2,450,000 | |
Warrants issued in connection with debt recorded as debt discount | 31,100 | |
10% Notes and 14% Mortgage Note Payable converted to 12% Notes | 550,000 | |
Chiefton Acquisition [Member] | ||
NON-CASH TRANSACTIONS | ||
Acquisition of MHPS – accrued stock payable | $ 155,000 | |
IPG Acquisition [Member] | ||
NON-CASH TRANSACTIONS | ||
Issuance of common stock and warrants from accrued stock payable | $ 1,069,775 |
NATURE OF OPERATIONS, HISTORY A
NATURE OF OPERATIONS, HISTORY AND PRESENTATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | ||
Nature of Operations [Text Block] | NOTE 1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION Nature of Operations General Cannabis Corp, a Colorado Corporation (the “Company,” “we,” “us,” “our,” or “GCC”) (formerly, Advanced Cannabis Solutions, Inc.), was incorporated on June 3, 2013, and provides services and products to the regulated cannabis industry. On April 28, 2015, our common stock was uplisted and on May 6, 2015, resumed quotation on the OTC Market’s OTCQB. Our operations are segregated into the following four segments: Security and Cash Transportation Services (“Security Segment”) Iron Protection Group, or IPG, provides advanced security, including on-site professionals and cash transport, to licensed cannabis cultivators and retail shops. In August 2017, we acquired the operating assets of Mile High Protection Group, LLC, a Colorado limited liability company, which will continue to do business as “Mile High Protection Services,” or Mile High. Mile High has a diversified client roster, providing security services to hospitality companies, such as hotels, and to licensed cannabis retailers and cultivators in Colorado. We have also opened an IPG office in California. Marketing Consulting and Apparel (“Marketing Segment”) Chiefton Design provides design, branding and marketing strategy consulting services to the cannabis industry. We assist clients in developing a comprehensive marketing strategy, as well as designing and sourcing client-specific apparel and products. We now have the capacity of a full service marketing agency as well as the resources to expand our clothing lines. Chiefton Design also supports our other segments with marketing designs and apparel. Chiefton’s apparel business, Chiefton Supply, strives to create innovative, unique t-shirts, hats, hoodies and accessories. Our apparel is sold through our on-line shop, cannabis retailers, and specialty t-shirt and gift shops. The apparel sold by Chiefton is purchased and screen printed by third parties, for which there are numerous suppliers. Operations Consulting and Products (“Operations Segment”) Through Next Big Crop (“NBC”), we deliver comprehensive consulting services to the cannabis industry that include obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations. Our business plan for NBC correlates to the future growth of the regulated cannabis market in the United States. NBC oversees our wholesale equipment and supply business, operated under the name “GC Supply,” which provides turnkey sourcing and stocking services to cultivation, retail and infused products manufacturing facilities. Our products include infrastructure, equipment, consumables, and compliance packaging. Finance and Real Estate (“Finance Segment”) Real Estate Leasing We own a cultivation property in a suburb of Pueblo, Colorado, consisting of approximately three acres of land, which currently includes a 5,000 square foot steel building and a parking lot. The property is zoned for cultivating cannabis and is leased to a medical cannabis grower until December 31, 2022. Our real estate leasing business plan includes the potential future acquisition and leasing of cultivation space and related facilities to licensed marijuana growers and dispensary owners for their operations. Management anticipates that these facilities would range in size from 5,000 to 50,000 square feet. These facilities would only be leased to tenants that possess the requisite state licenses to operate cultivation facilities. The leases with the tenants would include certain requirements that permit us to continually evaluate our tenants’ compliance with applicable laws and regulations. Shared Office Space, Networking and Event Services In October 2014, we purchased a former retail bank located at 6565 East Evans Avenue, Denver, Colorado 80224, which has been branded as “The Greenhouse”. The building is a 16,056 square foot facility, which we use as our corporate headquarters. The Greenhouse has approximately 10,000 square feet of existing office space and 5,000 square feet on its ground floor that is dedicated to a consumer banking design. We continue to assess the opportunity to lease shared workspace for entrepreneurs, professionals and others serving the cannabis industry. Clients would be able to lease office, meeting, lecture, educational and networking space, and individual workstations. We expect to continue the renovation of The Greenhouse in 2017. We plan to continue to acquire commercial real estate and lease office space to participants in the cannabis industry. These participants may include media, internet, packaging, lighting, cultivation supplies and financial services-related companies. In exchange for certain services that may be provided to these tenants, we expect to receive rental income in the form of cash. In certain cases, we may acquire equity interests or provide debt capital to these businesses. Industry Finance Our industry finance strategy includes evaluating opportunities to make direct term loans or to provide revolving lines of credit to businesses involved in the cultivation and sale of cannabis and related products. These loans would generally be secured to the maximum extent permitted by law. We believe there is a significant demand for this type of financing. We are assessing other finance services including customized finance, capital formation and banking, for participants in the cannabis industry. DB Products Arizona, LLC DB Products Arizona, LLC (“DB Arizona”) produces and distributes cannabis-infused elixirs and edible products in Arizona. In June 2017, we purchased 100% of the ownership interests in GC Finance Arizona LLC (“GC Finance Arizona”) from Infinity Capital for $106,000 in cash. GC Finance Arizona holds a 50% ownership interest in DB Arizona, an $825,000 loan to DB Arizona, and no liabilities. We expect future positive cash flows, if any, will first go towards paying the holders of DB Arizona’s notes payable. Accordingly, we allocated the entire consideration of $106,000 to the note receivable from DB Arizona. We have determined that DB Arizona is a variable interest entity. The other 50% owner owns the building in which DB Arizona operates, and holds the Arizona cannabis license required for DB Arizona to extract cannabis oil and sell cannabis oil-infused products. Accordingly, the other owner is the primary beneficiary, as they have the power to direct activities that most significantly impact the economic performance of DB Arizona. We will treat our 50% ownership in DB Arizona as an equity investment. As of September 30, 2017, DB Arizona had total assets of $1,200,000, operating liabilities of $73,639, debt and accrued interest liabilities of $2,463,373, and for the nine months ended September 30, 2017, total revenues of $632,000 and a net loss of $611,000. Basis of Presentation The accompanying (a) condensed consolidated balance sheet at December 31, 2016, has been derived from audited financial statements and (b) condensed consolidated unaudited financial statements as of September 30, 2017 and 2016, have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements, and should be read in conjunction with the audited consolidated financial statements and related footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2016 (the “2016 Annual Report”), filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2017. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments), have been made which are necessary for a fair financial statements presentation. The condensed consolidated financial statements include all material adjustments (consisting of normal recurring accruals) necessary to make the condensed consolidated financial statements not misleading as required by Regulation S-X, Rule 10-01. Operating results for the three and nine months ended September 30, 2017, are not necessarily indicative of the results of operations expected for the year ending December 31, 2017. The condensed consolidated financial statements include the results of GCC and its six wholly-owned subsidiary companies: (a) ACS Colorado Corp., a Colorado corporation formed in 2013; (b) Advanced Cannabis Solutions Corporation, a Colorado corporation formed in 2013; (c) 6565 E. Evans Avenue LLC, a Colorado limited liability company formed in 2014; (d) General Cannabis Capital Corporation, a Colorado corporation formed in 2015; (e) GC Security LLC (“GCS”), a Colorado limited liability company formed in 2015; and (f) GC Finance Arizona LLC (“GC Finance Arizona”), an Arizona limited liability company . Advanced Cannabis Solutions Corporation has one wholly-owned subsidiary company, ACS Corp., which was formed in Colorado on June 6, 2013. Intercompany accounts and transactions have been eliminated. Reclassifications Certain reclassifications have been made to the prior period segment reporting to conform to the current period presentation related to now including GC Supply in our Operations Segment. The reclassifications had no effect on net loss, total assets, or total stockholders’ equity (deficit). Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We had related party transactions with the following individuals / companies: · Michael Feinsod · Infinity Capital West, LLC (“Infinity Capital”) · GC Finance Arizona · DB Arizona– A company that borrowed $825,000 from GC Finance Arizona, which also holds a 50% ownership interest in DB Arizona. Prior to our purchase in June 2017, we did not possess the ability to influence DB Arizona and DB Arizona did not have the ability to influence us. We include DB Arizona as a related party due to our relationship with Michael Feinsod and Infinity capital, and their relationship with DB Arizona. Going Concern The condensed consolidated financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. The ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement our business plan and generate additional revenues provide opportunity for the Company to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. We had an accumulated deficit of $45,001,858 and $49,227,055, respectively, at September 30, 2017 and December 31, 2016, and further losses are anticipated in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Recently Issued Accounting Standards Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2017-11 “Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480) and Derivatives and Heding (Topic 815)” FASB ASU 2017-09 “Scope of Modification Accounting (Topic 718)” FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” FASB ASU 2016-02 “Leases (Topic 842)” – FASB ASU 2015-17”Income Taxes (Topic 740)” – FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16 F-33 FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11 | NOTE 1. NATURE OF OPERATIONS, HISTORY AND PRESENTATION Nature of Operations General Cannabis Corp, a Colorado Corporation (the “Company,” “we,” “us,” “our,” or “GCC”) (formerly, Advanced Cannabis Solutions, Inc.), was incorporated on June 3, 2013, and provides services and products to the regulated cannabis industry. On April 28, 2015, our common stock was uplisted and on May 6, 2015, resumed quotation on the OTC Market’s OTCQB. Our operations are segregated into the following four segments: Security and Cash Transportation Services (“Security Segment”) In March 2015, we acquired substantially all of the assets of Iron Protection Group, LLC, a Colorado limited liability company, and will continue to do business as “Iron Protection Group.” Iron Protection Group, or IPG, provides advanced security, including on-site professionals, video surveillance and cash transport, to licensed cannabis cultivators and retail shops. Marketing Consulting and Apparel (“Marketing Segment”) Chiefton Design provides design, branding and marketing strategy consulting services to the cannabis industry. We assist clients in developing a comprehensive marketing strategy, as well as designing and sourcing client-specific apparel and products. Chiefton’s apparel business, Chiefton Supply, strives to create innovative, unique cannabis-inspired t-shirts, hats, hoodies and accessories. Our apparel is sold through our on-line shop, cannabis retailers, and specialty t-shirt and gift shops. The apparel sold by Chiefton is purchased and screen printed by third parties, for which there are numerous suppliers. Operations Consulting and Products (“Operations Segment”) Through Next Big Crop (“NBC”), we deliver comprehensive consulting services to the cannabis industry that include obtaining licenses, compliance, cultivation, retail operations, logistical support, facility design and construction, and expansion of existing operations. Our business plan for NBC is based on the future growth of the regulated cannabis market in the United States. NBC oversees our wholesale equipment and supply business, operated under the name “GC Supply,” which provides turnkey sourcing and stocking services to cultivation, retail and infused products manufacturing facilities. Our products include infrastructure, equipment, consumables, and compliance packaging. GC Supply operates out of a leased, 1,800 square foot warehouse located in Colorado Springs, Colorado. Finance and Real Estate (“Finance Segment”) Real Estate Leasing We own a cultivation property in a suburb of Pueblo, Colorado, consisting of approximately three acres of land, which currently includes a 5,000 square foot steel building and a parking lot. The property is zoned for cultivating cannabis and is leased to a medical cannabis grower until December 31, 2022. Our real estate leasing business plan includes the potential future acquisition and leasing of cultivation space and related facilities to licensed marijuana growers and dispensary owners for their operations. Management anticipates that these facilities would range in size from 5,000 to 50,000 square feet. These facilities would only be leased to tenants that possess the requisite state licenses to operate cultivation facilities. The leases with the tenants would include certain requirements that permit us to continually evaluate our tenants’ compliance with applicable laws and regulations. Shared Office Space, Networking and Event Services In October 2014, we purchased a former retail bank located at 6565 East Evans Avenue, Denver, Colorado 80224, which has been branded as “The Greenhouse”. The building is a 16,056 square foot facility, which we use as our corporate headquarters. The Greenhouse has approximately 10,000 square feet of existing office space and 5,000 square feet on its ground floor that is dedicated to a consumer banking design. We continue to assess the opportunity to lease shared workspace for entrepreneurs, professionals and others serving the cannabis industry. Clients would be able to lease space to use as offices, meeting rooms, lecture, educational and networking facilities, and individual workstations. We expect to continue the renovation of The Greenhouse in 2017. We plan to continue to acquire commercial real estate and lease office space to participants in the cannabis industry. These participants may include media, internet, packaging, lighting, cultivation supplies and financial services-related companies. In exchange for certain services that may be provided to these tenants, we expect to receive rental income in the form of cash. In certain cases, we may acquire equity interests or provide debt capital to these businesses. Industry Finance Our industry finance strategy includes evaluating opportunities to make direct term loans or to provide revolving lines of credit to businesses involved in the cultivation and sale of cannabis and related products. These loans would generally be secured to the maximum extent permitted by law. We believe there is a significant demand for this type of financing. We are assessing other finance services including customized finance, capital formation and banking, for participants in the cannabis industry. Basis of Presentation The accompanying consolidated financial statements include the results of GCC, and its five wholly-owned subsidiary companies: (a) ACS Colorado Corp., a Colorado corporation formed in 2013; (b) Advanced Cannabis Solutions Corporation, a Colorado corporation formed in 2013; (c) 6565 E. Evans Avenue LLC, a Colorado limited liability company formed in 2014; (d) General Cannabis Capital Corporation, a Colorado corporation formed in 2015; and (e) GC Security LLC, a Colorado limited liability company formed in 2015. Advanced Cannabis Solutions Corporation has one wholly-owned subsidiary company, ACS Corp., which was formed in Colorado on June 6, 2013. Intercompany accounts and transactions have been eliminated. The preparation of our financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses. Although these estimates are based on our knowledge of current events and actions we may undertake in the future, actual results may ultimately differ from these estimates and assumptions. Furthermore, when testing assets for impairment in future periods, if management uses different assumptions or if different conditions occur, impairment charges may result. Certain reclassifications have been made to the prior period segment reporting to conform to the current period presentation related to now including GC Supply in our Operations Segment. The reclassifications had no effect on net loss, total assets, or total stockholders’ equity (deficit). Going Concern The consolidated financial statements have been prepared on a going concern basis, which assumes we will be able to realize our assets and discharge our liabilities in the normal course of business for the foreseeable future. The ability to continue as a going concern is dependent upon our generating profitable operations in the future and / or obtaining the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Management believes that actions presently being taken to further implement its business plan and generate additional revenues provide opportunity for us to continue as a going concern. While we believe in the viability of our strategy to generate additional revenues and our ability to raise additional funds, there can be no assurances to that effect. We had an accumulated deficit of $49,227,055 at December 31, 2016, and further losses are anticipated in the development of our business. Accordingly, there is substantial doubt about our ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Significant Accounting Policies Cash and Cash Equivalents Cash and cash equivalents include cash on hand, deposits with banks, and investments that are highly liquid and have maturities of three months or less at the date of purchase. We maintain our cash balances in financial institutions that, from time to time, may exceed amounts insured by the Federal Deposit Insurance Corporation (up to $250,000 as of December 31, 2016). Inventory Our inventory consists of finished goods, including apparel and supplies for the cannabis market. Inventory is stated at the lower of cost or market, using the first-in, first-out method (“FIFO”) to determine cost. We monitor inventory cost compared to selling price in order to determine if a lower of cost or market reserve is necessary. For the years ended December 31, 2016 and 2015, cost of goods sold included $0 and $75,048, respectively, of expense for inventory adjusted down to market value. Property and Equipment Property and equipment are recorded at historical cost. The cost of maintenance and repairs, which are not significant improvements, are expensed when incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets: thirty years for buildings, the lesser of five years or the life of the lease for leasehold improvements, and three to five years for furniture, fixtures and equipment. Land is not depreciated. Business Combinations Amounts paid for acquisitions are allocated to the assets acquired and liabilities assumed based on their estimated fair value at the date of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions provided by management, including expected future cash flows. We allocate any excess purchase price over the fair value of the net assets and liabilities acquired to goodwill. Identifiable intangible assets with finite lives are amortized over their useful lives. Acquisition-related costs, including advisory, legal, accounting, valuation and other costs, are expensed in the periods in which the costs are incurred. The results of operations of acquired businesses are included in the consolidated financial statements from the acquisition date. Intangible Assets and Goodwill Goodwill is the cost of an acquisition less the fair value of the net assets of the acquired business. Intangible assets consist primarily of customer relationships, non-compete agreements with key employees, and marketing-related intangibles. Our intangible assets are being amortized on a straight-line basis over a period of two to ten years. Impairment of Long-lived Assets and Goodwill We evaluate goodwill for impairment annually in the fourth quarter, and whenever events or changes in circumstances indicate it is more likely than not that the fair value of a reporting unit containing goodwill is less than its carrying amount. The goodwill impairment test consists of a two-step process, if necessary. The first step is to compare the fair value of a reporting unit to its carrying value, including goodwill. We typically use discounted cash flow models to determine the fair value of a reporting unit. The assumptions used in these models are consistent with those we believe hypothetical marketplace participants would use. If the fair value of the reporting unit is less than its carrying value, the second step of the impairment test must be performed in order to determine the amount of impairment loss, if any. The second step compares the implied fair value of the reporting unit's goodwill with the carrying amount of that goodwill. If the carrying amount of the reporting unit's goodwill exceeds its implied fair value, an impairment charge is recognized in an amount equal to that excess. The loss recognized cannot exceed the carrying amount of goodwill. We periodically evaluate whether the carrying value of property, equipment and intangible assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Our impairment analyses require management to apply judgment in estimating future cash flows as well as asset fair values, including forecasting useful lives of the assets, assessing the probability of different outcomes, and selecting the discount rate that reflects the risk inherent in future cash flows. If the carrying value is not recoverable, we assess the fair value of long-lived assets using commonly accepted techniques, and may use more than one method, including, but not limited to, recent third party comparable sales and discounted cash flow models. If actual results are not consistent with our assumptions and estimates, or our assumptions and estimates change due to new information, we may be exposed to an impairment charge in the future. Debt We issue debt that may have separate warrants, conversion features, or no equity-linked attributes. Debt with warrants We determine the value of the non-complex warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock price on the date of issuance, the risk free interest rate associated with the life of the debt, and the volatility of our stock. For warrants that result in recording derivatives, we use the binomial model to estimate their fair value. The derivative warrant liability is a level three fair value measurement. Convertible debt derivative treatment If the conversion feature within convertible debt meets the requirements to be treated as a derivative, we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance. If the fair value of the convertible debt derivative is higher than the face value of the convertible debt, the excess is immediately recognized as interest expense. Otherwise, the fair value of the convertible debt derivative is recorded as a liability with an offsetting amount recorded as a debt discount, which offsets the carrying amount of the debt. The convertible debt derivative is revalued at the end of each reporting period and any change in fair value is recorded as a gain or loss in the consolidated statement of operations. The debt discount is amortized over the life of the debt. Convertible debt – beneficial conversion feature If the conversion feature does not qualify for either derivative treatment or as a BCF, the convertible debt is treated as traditional debt. Modification of debt instruments – Fair Value Measurements Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability, in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last unobservable, as follows: Level 1 – Quoted prices in active markets for identical assets or liabilities. Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the measurement of the fair value of the assets or liabilities. Our financial instruments include cash, accounts receivable, note receivable, accounts payables and tenant deposits. The carrying values of these financial instruments approximate their fair value due to their short maturities. The carrying amount of our debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to us. Our derivative liability was adjusted to fair market value at the end of each reporting period, using Level 3 inputs. Revenue Recognition We recognize revenue when the four revenue recognition criteria are met, as follows: Persuasive evidence of an arrangement exists Delivery The price is fixed or determinable Collectability is reasonably assured Refunds and returns, which are minimal, are recorded as a reduction of revenue. Share-based Payments Nonemployees – Awards of common stock with a service or performance condition, where the ultimate number of shares to be issued is uncertain, are classified as liabilities. All other nonemployee awards are classified as equity. Employees Shipping and Handling Payments by customers to us for shipping and handling costs are included in revenue on the consolidated statements of operations, while our expense is included in cost of goods sold. Shipping and handling for inventory is included as a component of inventory on the consolidated balance sheets, and in cost of goods sold in the consolidated statements of operations when the product is sold. Income Taxes We recognize deferred income tax assets and liabilities for the expected future tax consequences of temporary differences between the income tax and financial reporting carrying amount of our assets and liabilities. We monitor our deferred tax assets and evaluate the need for a valuation allowance based on the estimate of the amount of such deferred tax assets that we believe do not meet the more-likely-than-not recognition criteria. We also evaluate whether we have any uncertain tax positions and would record a reserve if we believe it is more-likely-than-not our position would not prevail with the applicable tax authorities. Our assessment of tax positions as of December 31, 2016 and 2015, determined that there were no material uncertain tax positions. Reportable Segments Our reporting segments consist of: a) Security and Cash Transportation Services; b) Marketing Consulting and Apparel; c) Operations Consulting and Products; and d) Finance and Real Estate. Our Chief Executive Officer has been identified as the chief decision maker. Our operations are conducted primarily within the United States of America. For the years ended December 31, 2016 and 2015, our wholesale supply business, GC Supply, is now included in our Operations Consulting and Products segment; whereas, previously it was included in the Marketing and Products segment. Prior year amounts have been reclassified to conform to this new presentation. Related Parties Related parties are any entities or individuals that, through employment, ownership or other means, possess the ability to direct or cause the direction of the management and policies of the Company. We disclose related party transactions that are outside of normal compensatory agreements, such as salaries or board of director fees. We had related party transactions with the following individuals / companies: Michael Feinsod Infinity Capital West, LLC (“Infinity Capital”) DB Arizona Recently Issued Accounting Standards Financial Accounting Standards Board, or FASB, Accounting Standards Update, or FASB ASU 2017-04 “Simplifying the Test for Goodwill Impairment (Topic 350)” FASB ASU 2017-01 “Clarifying the Definition of a Business (Topic 805)” FASB ASU 2016-15 “Statement of Cash Flows (Topic 230)” – FASB ASU 2016-12 “Revenue from Contracts with Customers (Topic 606)” 2016-12 provides clarification on assessing collectability, presentation of sales taxes, noncash consideration, and completed contracts and contract modifications. This ASU is effective for annual reporting periods beginning after December 15, 2017, with the option to adopt as early as December 15, 2016. We are currently assessing the impact of adoption of this ASU on our consolidated results of operations, cash flows and financial position. FASB ASU 2016-11 “Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815)” FASB ASU 2016-10 “Revenue from Contracts with Customers (Topic 606)” FASB ASU 2016-09 “Compensation – Stock Compensation (Topic 718)” FASB ASU 2016-02 “Leases (Topic 842)” – FASB ASU 2015-17”Income Taxes (Topic 740)” – FASB ASU 2015-16 “Business Combinations (Topic 805),” or ASU 2015-16 FASB ASU 2015-11 “Inventory (Topic 330): Simplifying the Measurement of Inventory,” or ASU 2015-11 |
BUSINESS ACQUISITIONS
BUSINESS ACQUISITIONS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Business Combinations [Abstract] | ||
Business Combination Disclosure [Text Block] | NOTE 2. BUSINESS ACQUISITION On August 18, 2017, we entered into an Asset Purchase Agreement (the “Mile High APA”) with Mile High Protection Services LLC, a Colorado limited liability company, and its sole member (together “Seller”) whereby we acquired the tradename, workforce, customer contracts, and other intangible assets of the business. Pursuant to the Mile High APA, we agreed to deliver to Seller 224,359 restricted shares of our common stock. The shares vest over a six month period. The Mile High APA contains certain provisions that require Seller to forfeit a portion of such shares in the event that Seller does not meet the obligations under the Mile High APA. In accordance with the terms of the Mile High APA, the number of shares to be delivered was reduced by 120,000, thus 104,359 shares of our common stock are due upon vesting. Seller also agreed to a three year non-compete agreement. The 104,359 shares of restricted common stock were valued based on the closing price per share of our common stock on August 18, 2017, or $1.75 per share, reduced by a discount of 15% due to the vesting period and the restrictions on the Seller’s ability to immediately sell such shares. The $155,000 value of stock consideration was recorded as accrued stock payable on the September 30, 2017, condensed consolidated balance sheet, which will be reduced when the vesting requirements for the shares are met and we issue the common stock. We have not completed the allocation of the purchase price. In the September 30, 2017, condensed consolidated balance sheet we have preliminarily recorded an intangible asset for Mile High of $155,000. Management anticipates completing the purchase price allocation as soon as possible, but no later than one year from the acquisition date. | NOTE 2. BUSINESS ACQUISITIONS IPG Acquisition On March 26, 2015, we entered into an Asset Purchase Agreement (the “IPG APA”) by and among us and Iron Protection Group, LLC, a Colorado limited liability company (“Seller”), whereby we agreed to acquire substantially all of the assets of Seller (the “IPG Acquisition”). This acquisition expanded our service offerings in the cannabis industry and provided a new revenue stream. Pursuant to the terms of the IPG APA, we delivered to Seller 500,000 restricted shares of our common stock, which vested over a one-year period (100,000 shares on October 1, 2015; 200,000 shares on January 1, 2016; and 200,000 shares on April 1, 2016). In addition, we delivered to Seller three-year warrants (the “IPG Warrants”) to purchase an aggregate of 500,000 shares of our common stock at an exercise price of: (i) $4.50 for warrants to purchase 250,000 shares, and (ii) $5.00 for warrants to purchase another 250,000 shares. The IPG APA contains certain provisions that require Seller to forfeit a portion of the stock consideration in the event that Seller violates its obligations under the IPG APA relating to non-competition and non-disclosure. The closing date of the IPG Acquisition was March 26, 2015, and we calculated the purchase price of the IPG Acquisition to be approximately $1,887,000. At the acquisition date and pursuant to the IPG APA, we did not assume any of the Seller’s liabilities and there were no tangible assets of significance. The aggregate consideration was as follows: Common stock payable $ 1,054,000 Warrants issued with $4.50 exercise price 421,000 Warrants issued with $5.00 exercise price 412,000 $ 1,887,000 The 500,000 shares of common stock were valued based on the closing price per share on March 26, 2015, or $2.48, reduced by a discount of 15% due to restrictions in the ability to trade our common stock. The $1,054,000 value of stock consideration was recorded as accrued stock payable on the consolidated balance sheet, which was reduced as we issued common stock according to the vesting schedule. The purchase price allocation was as follows: Intangible assets: Customer relationship intangible $ 1,000,000 Marketing-related intangibles 200,000 Non-compete agreements 500,000 Goodwill 187,000 $ 1,887,000 We finalized the purchase price allocation in the fourth quarter of the year ended December 31, 2015. In connection with our acquisition of IPG, we agreed to issue to the sole shareholder of the Seller 100,000 fully vested warrants to purchase shares of our common stock if revenues of the Security segment exceeded $3,000,000 for the year ended December 31, 2015, with an exercise price of $2.48. This condition was not met during the year ended December 31, 2015, so no value was recorded for these warrants. The accompanying consolidated financial statements include the results of IPG from the date of acquisition, March 26, 2015. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2015, are as follows: Year ended December 31, 2015 (Unaudited) Total net revenues $ 2,132,724 Net loss (8,733,016) Net loss per common share: Basic and diluted $ (0.60) Chiefton Acquisition On September 25, 2015, we closed an asset purchase agreement for the purchase of substantially all the assets of Chiefton Supply Co., a Colorado corporation, and established a dba within GCC of Chiefton. This acquisition expanded our service offerings in the cannabis industry and provided a new revenue stream. We acquired the Chiefton assets for consideration of 80,000 restricted shares of our common stock. The shares remained in escrow for six months for the exclusive purpose of being available to indemnify us for any claims that may be made by any person or governmental entity related to or arising from Chiefton’s intellectual property during the six month period after closing. After such period, the shares were released since no claims were made. The aggregate consideration was as follows: Cash $ 12,249 Common stock 69,400 Aggregate consideration $ 81,649 The value of the common stock consideration was estimated based on our closing common stock price on September 25, 2015, or $1.02 per share, reduced by a discount of 15% due to restrictions in the ability to trade our shares. The $69,400 value of stock consideration was included in accrued stock payable on the consolidated balance sheet as of December 31, 2015. The purchase price allocation was as follows: Inventory $ 12,249 Intangible assets – Chiefton brand and graphic designs 69,400 $ 81,649 We finalized the purchase price allocation in the fourth quarter of the year ended December 31, 2015. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Receivables [Abstract] | ||
Financing Receivables [Text Block] | NOTE 3. NOTES RECEIVABLE – DB ARIZONA Our notes receivable – DB Arizona include accrued interest of $14,171 and $2,202, respectively, as of September 30, 2017 and December 31, 2016. The loans bear interest at 14%, with principal and interest due on May 30, 2017. The face value of the notes includes $101,500 that we loaned directly to DB Arizona and $825,000 that we acquired when we purchased GC Finance Arizona in June 2017 for $106,000. At the time of the purchase, we estimated the fair value of the $825,000 note, which is subordinate to the $101,500 note, to be $106,000. DB Arizona is financed with significant debt and has yet to generate positive cash flows from operations. We have classified the notes as long-term, because DB Arizona does not currently have sufficient resources to satisfy their obligation to us and the notes are in default. These conditions do not meet the level of probable loss required to reduce the carrying value. In the future, however, they may be unable to generate sufficient cash flows from operations or to restructure their capital. Accordingly, there is a reasonable possibility that we may be unable to recover all or a portion of our notes receivable from DB Arizona. | NOTE 3. RECEIVABLES Our accounts receivables consisted of the following: December 31, 2016 2015 Accounts receivable $ 225,314 $ 133,692 Less: Allowance for doubtful accounts (43,100) (9,139) Total $ 182,214 $ 124,553 Our note receivable – related party consists of principal of $75,000 and accrued interest of $2,202 due from DB Arizona. The loan bears interest at 14%, with principal and interest due on May 30, 2017. Future minimum lease payments due to us for the lease of our cultivation property in a suburb of Pueblo, Colorado consist of: Year ending December 31 2017 $ 112,753 2018 115,008 2019 117,308 2020 119,655 2021 126,548 $ 591,272 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | NOTE 4. PROPERTY AND EQUIPMENT Property and equipment consisted of the following: December 31, 2016 2015 Land $ 812,340 $ 812,340 Buildings 871,767 871,767 Leasehold improvements 41,534 41,534 Furniture, fixtures and equipment 107,741 66,044 1,833,382 1,791,685 Less: Accumulated depreciation (118,579) (66,417) $ 1,714,803 $ 1,725,268 Depreciation expense was $51,913 and $38,355, respectively, for the years ended December 31, 2016 and 2015. |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | NOTE 5. INTANGIBLE ASSETS AND GOODWILL Intangible Assets Intangible assets consisted of the following: December 31, 2016 Gross Accumulated Amortization Net Estimated Life (in years) Chiefton brand and graphic designs $ 69,400 $ 44,017 $ 25,383 2 December 31, 2015 Gross Accumulated Amortization Net Estimated Life (in years) Customer relationships (IPG) $ 1,000,000 $ 76,712 $ 923,288 10 Marketing-related (IPG) 200,000 30,685 169,315 5 Non-compete agreements (IPG) 500,000 127,854 372,146 3 Chiefton brand and graphic designs 69,400 9,222 60,178 2 Intangible assets, net $ 1,769,400 $ 244,473 $ 1,524,927 The Chiefton brand and graphic designs intangible asset will be fully amortized during the year ending December 31, 2017. Amortization expense was $342,302 and $244,473 for the years ended December 31, 2016 and 2015. Goodwill In connection with our acquisition of IPG, we recorded goodwill of $187,000. Impairment of Intangible Assets and Goodwill During the year ended December 31, 2016, we recorded an impairment charge for goodwill and the remaining unamortized value of the IPG intangible assets. Colorado placed a limit on the number of licenses they would issue for cannabis cultivation facilities, which resulted in the aggregation of licenses by just a few companies. Colorado did not, however, limit the level of production for these facilities. As a result, since IPG was acquired, and the related intangible assets and goodwill were valued, there has been significant growth in the supply of cannabis in the Colorado market, which has led to significantly lower wholesale prices for cannabis towards the end of 2016 compared to earlier in the year and in 2015. As a result of lower prices and aggregation of operations, cultivation companies are not using outside security services to the extent originally projected. Due to these changes to the Colorado market, as of December 31, 2016, expected future cash flows for IPG’s operations in Colorado are estimated to remain at or near break even. Accordingly, we have recorded an impairment charge of $1,344,242. |
DEBT
DEBT | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | NOTE 5. DEBT Infinity Note – Related Party In February 2015, we issued a senior secured note to Infinity Capital, as amended in April 2015, bearing interest at 5% payable monthly in arrears commencing June 30, 2015, until the maturity date of August 31, 2015 (the “Infinity Note”). On December 31, 2016, the Infinity Note was amended to aggregate principal and interest, and extend the due date of principal and interest to September 21, 2018. No additional advances may be made after December 31, 2016. The Infinity Note is collateralized by a security interest in substantially all of our assets. Interest expense for the Infinity Note for the nine months ended September 30, 2017 and 2016, was $51,239 and $26,540, respectively, and $51,239 was accrued as of September 30, 2017. The Infinity Note is subordinate to the 12% Notes. Notes Payable September 30, 2017 December 31, 2016 12% Notes $ 2,081,250 $ 2,750,000 Unamortized debt discount (800,318) (1,934,750) Long-term portion $ 1,280,932 $ 815,250 12% Notes In September 2016, we completed a $3,000,000 private placement pursuant to a promissory note and warrant purchase agreement (the “12% Agreement”) with certain accredited investors, bearing interest at 12%, with principal due September 21, 2018, and interest payable quarterly (each such note, a “12% Note,” and collectively, the “12% Notes”). In the event of default, the interest rate increases to 18%. The 12% Notes are collateralized by a security interest in substantially all of our assets. We may prepay the 12% Notes at any time, but in any event must pay at least one year of interest. Subject to the terms and conditions of the 12% Agreement, each investor was granted fully-vested warrants equal to their note principal times three (the “12% Warrants”), or nine million warrants, with a life of three years. 4.5 million warrants have an exercise price of $0.35 per share and the other 4.5 million warrants have an exercise price of $0.70 per share. Should we issue any equity-based instruments at a price lower than the exercise price(s) of the 12% Warrants, other than under our Incentive Plan, the exercise price(s) of the 12% Warrants will be adjusted to the lower price. The 12% Warrants may be exercised at the option of the holder (a) by paying cash, (b) by applying the amount due under the 12% Notes as consideration, or (c) if there is no effective registration statement for the 12% Warrants within six months of being granted, the holder may exercise on a cashless basis. The registration statement related to the 12% Warrants was declared effective on December 23, 2016. If our common stock closes above $5.00 for ten consecutive days, we may call the warrants, giving the warrant holders 30 days to exercise. Since the 12% Warrants include a clause requiring repricing, the warrants are considered to be a derivative that is recorded as a liability at fair value. We received $2,450,000 of cash for issuing the 12% Notes. $300,000 of 10% Notes and $250,000 of the 14% Greenhouse Mortgage were converted into 12% Notes. We concluded that these conversions met the criteria for a debt extinguishment and, accordingly, recorded a loss on extinguishment of $1,728,280 during the year ended December 31, 2016. The loss on extinguishment represents the fair value of the 12% Warrants issued to the previous 10% Note holders and the 14% Greenhouse Mortgage lender. The initial fair value of the 12% Warrants not associated with the conversions was recorded as a debt discount of $2,450,000 and interest expense of $5,189,000. The 12% Notes are otherwise treated as conventional debt. The Infinity Note and the 12% Notes, totaling $3,451,376, are due and payable on September 21, 2018. | NOTE 6. DEBT Infinity Note – Related Party In February 2015, we issued a senior secured note to Infinity Capital, as amended in April 2015, bearing interest at 5% payable monthly in arrears commencing June 30, 2015, until the maturity date of August 31, 2015 (the “Infinity Note”). On December 31, 2016, the Infinity Note was amended to aggregate principal and interest, and extend the due date of principal and interest to September 21, 2018. On July 1, 2015, the outstanding principal and interest of $309,000 was settled by our issuing a 10% private placement note. Subsequent to the settlement on July 1, 2015, we continued to borrow under the Infinity Note through September 1, 2016. No additional advances may be made after December 31, 2016. The Infinity Note is collateralized by a security interest in substantially all of our assets. Interest expense for the Infinity Note for the years ended December 31, 2016 and 2015, was approximately $61,000 and $60,000, respectively. Notes Payable December 31, 2016 2015 12% Notes $ 2,750,000 $ – 10% Notes – 659,000 14% Greenhouse Mortgage – 600,000 8.5% Pueblo Mortgage – 158,307 2,750,000 1,417,307 Unamortized debt discount (1,934,750) (279,435) 815,250 1,137,872 Less: Current portion – (986,475) Long-term portion $ 815,250 $ 151,397 12% Notes In September 2016, we completed a $3,000,000 private placement pursuant to a promissory note and warrant purchase agreement (the “12% Agreement”) with certain accredited investors, bearing interest at 12%, with principal due September 21, 2018, and interest payable quarterly (each such note, a “12% Note,” and collectively, the “12% Notes”). In the event of default, the interest rate increases to 18%. The 12% Notes are collateralized by a security interest in substantially all of our assets. We may prepay the 12% Notes at any time, but in any event must pay at least one year of interest. Subject to the terms and conditions of the 12% Agreement, each investor was granted fully-vested warrants equal to their note principal times three (the “12% Warrants”), or nine million warrants, with a life of three years. 4.5 million warrants have an exercise price of $0.35 per share and the other 4.5 million warrants have an exercise price of $0.70 per share. Should we issue any equity-based instruments at a price lower than the exercise price(s) of the 12% Warrants, other than under our Incentive Plan, the exercise price(s) of the 12% Warrants will be adjusted to the lower price. The 12% Warrants may be exercised at the option of the holder (a) by paying cash, (b) by applying the amount due under the 12% Notes as consideration, or (c) if there is no effective registration statement for the 12% Warrants within six months of being granted, the holder may exercise on a cashless basis. The registration statement related to the 12% Warrants was declared effective on December 23, 2016. Since the 12% Warrants include a clause requiring repricing, the warrants are considered to be a derivative that is recorded as a liability at fair value. We received $2,450,000 of cash for issuing the 12% Notes. $300,000 of 10% Notes and $250,000 of the 14% Greenhouse Mortgage were converted into 12% Notes. We concluded that these conversions met the criteria for a debt extinguishment and, accordingly, recorded a loss on extinguishment of $1,728,280 during the year ended December 31, 2016. The loss on extinguishment represents the fair value of the 12% Warrants issued to the previous 10% Note holders and the 14% Greenhouse Mortgage lender. The fair value of the 12% Warrants not associated with the conversions was recorded as a debt discount of $2,450,000 and interest expense of $5,189,000. The 12% Notes are otherwise treated as conventional debt. 8% Notes In August 2016, we completed a private placement pursuant to a promissory note and warrant purchase agreement (the “8% Notes”) with two accredited investors, bearing interest at 8%, payable on demand by the lenders. Subject to the terms of the 8% Notes, we issued 100,000 warrants having an exercise price of $0.78 per share, with a life of three years. We received cash of $50,000. The debt was treated as conventional debt and the fair value of the warrants is included in additional paid-in capital. Since the 8% Notes were payable on demand, the $31,100 relative fair value of the warrants was expensed immediately, included in amortization of debt discount on the consolidated statements of operations for the year ended December 31, 2016. One of the 8% Notes, of $25,000, was with one of our board members. Both 8% Notes were paid off with proceeds from the 12% Notes in September 2016. 10% Notes In September 2016, we extinguished the 10% Notes by paying cash of $359,000 and converting $300,000 into 12% Notes. In 2015, we completed a private placement pursuant to a promissory note and warrant purchase agreement (the “10% Agreement”) with certain accredited investors, bearing interest at 10% payable quarterly (each such note, a “10% Note,” and collectively, the “10% Notes”). Subject to the terms and conditions of the 10% Agreement, each investor was granted fully-vested warrants equal to their note principal divided by two (the “10% Warrants”) (with standard dilution clauses). The 10% Warrants are exercisable for a period of eighteen months after grant date and have an exercise price of $1.08 per share. The debt was treated as conventional debt. The 10% Notes were collateralized by a security interest in substantially all of our assets. $309,000 of the 10% Notes were due to a related party, Infinity Capital. During the years ended December 31, 2016 and 2015, approximately $22,500 and $14,000, respectively, of interest expense under the 10% Notes related to Infinity Capital. The Infinity Capital portion of the principle and accrued interest of the 10% Notes was settled for cash of $347,000, in September 2016. On June 3, 2016, we reached an agreement with the 10% Note holders to extend the maturity date from May 1, 2016 to January 31, 2017. In exchange for the extension, we issued the holders an aggregate of 659,000 additional warrants to purchase our common stock at $1.07 per share for a period of five years, with an aggregate fair value of $358,000, determined using Black-Scholes, a risk-free rate of 1.2% and volatility of 151%. We concluded that this modification of the debt instruments met the criteria for a debt extinguishment and, accordingly, recorded additional paid-in capital and a loss on extinguishment of debt of $358,000 during the year ended December 31, 2016. Absent the warrants, the fair value of the new debt remained the same as the fair value of the original debt. In December 2016, the expiration date of the remaining original warrants was extended from December 23, 2016 to December 31, 2017, resulting in expense of $84,000, included in loss on extinguishment of debt during the year ended December 31, 2016. F-17 14% Greenhouse Mortgage In September 2016, we extinguished the 14% Greenhouse Mortgage by paying cash of $350,000 and converting $250,000 into 12% Notes. The remaining unamortized debt discount of $13,280 was included in loss on extinguishment of debt in the consolidated statements of operations during the year ended December 31, 2016. In October 2014, we executed a mortgage on The Greenhouse in the amount of $600,000, bearing 14.0% interest payable monthly, with a maturity date of October 21, 2016 (the “14% Greenhouse Mortgage”). The debt was treated as conventional debt. In addition, we granted warrants to Evans Street Lendco LLC (“Evans Lendco”), the note holder of the 14% Greenhouse Mortgage, which were set to expire on October 21, 2016. The warrants vested immediately and allowed for Evans Lendco to purchase 600,000 shares of our common stock at a price of $4.40 per share, (with standard dilution clauses). Due to the drop in our stock price, on July 29, 2015, we agreed with Evans Lendco to replace the warrants previously issued to Evans Lendco with warrants to purchase 225,000 shares of our stock at $1.20 per share with a term of two years. The estimated fair value of the replacement warrants was less than the fair value of the original warrants on their date of grant. Accordingly, we continued to amortize the remaining fair value of the original warrants over the remaining life of the underlying debt until the debt was extinguished in September 2016, at which time the remaining debt discount was fully expensed. 8.5% Pueblo Mortgage In September 2016, we extinguished the 8.5% Pueblo Mortgage by paying cash of $153,189. In December 2013, we executed a mortgage on our Pueblo West Property in the amount of $170,000, bearing 8.5% interest with monthly principal and interest payments totaling $1,674, with the balance due on December 31, 2018 (the “8.5% Pueblo Mortgage”). This note was convertible at any time at $5.00 per share. Derivative treatment was not required, as the conversion feature meets the scope exception. The conversion feature was not beneficial, because the conversion price was higher than the stock price on the commitment date. Accordingly, we treated the Pueblo Mortgage as conventional debt. 12% Convertible Notes Conversion of 12% Convertible Notes During the year ended December 31, 2015, lenders converted $321,123 of 12% Convertible Notes for 64,225 shares of our common stock. The December 2013 Issuance and the January 2014 Issuance (collectively, the “12% Convertible Notes”) included a provision that if the trading stock price exceeded $10 for twenty consecutive trading days and the daily volume for those twenty consecutive trading days exceeds 25,000 shares, then the 12% Convertible Notes convert into shares of our common stock on or after December 1, 2015. As of April 24, 2014, these parameters were met. On December 1, 2015, the remaining $1,330,000 of convertible notes was automatically converted to 266,000 shares of our common stock. December 2013 Issuance In December 2013, we entered into convertible promissory notes with various third parties totaling $530,000 (the “December 2013 Issuance”). The principal amounts of these notes ranged between $10,000 and $150,000. The notes required quarterly interest payments at 12%, and were convertible into shares of our common stock at a conversion rate of $5.00 per share (with standard dilution clauses). Derivative treatment was not required, as the conversion feature met the scope exception. The conversion feature was not beneficial, because the conversion price was higher than the stock price on the commitment date. Accordingly, we treated the December 2013 Issuance as conventional debt. January 2014 Issuance In January 2014, we entered into convertible promissory notes with various third parties totaling $1,605,000 (the “January 2014 Issuance”). The principal amounts of these notes ranged between $10,000 and $200,000. The notes required quarterly interest payments at 12%, and were convertible into shares of our common stock at a conversion rate of $5.00 per share (with standard dilution clauses). Derivative treatment was not required, as the conversion feature met the scope exception. Since the initial conversion price was less than the market value of the common stock at the time of issuance, it was determined that a beneficial conversion feature existed. The intrinsic value of the beneficial conversion feature and the combined value of the debt discount resulted in a value greater than the value of the debt and, as such, the total discount was limited to the value of the debt balance of $1,605,000. The Infinity Note and the 12% Notes, totaling $4,120,126, are due and payable on September 21, 2018. |
ACCRUED STOCK PAYABLE
ACCRUED STOCK PAYABLE | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Stock Payable [Abstract] | |
ACCRUED STOCK PAYABLE | NOTE 7. ACCRUED STOCK PAYABLE The following tables summarize the changes in accrued common stock payable: Amount Number of Shares December 31, 2014 $ 524,042 $ 350,000 Architectural Services - issued (114,693) (50,000) IPG acquisition – accrued 1,054,000 500,000 IPG acquisition – issued (210,800) (100,000) Chiefton acquisition – accrued 69,400 80,000 Feinsod Agreement – accrual 723,851 – Feinsod Agreement - issued (663,000) (150,000) Employment agreements - accrued 131,608 50,000 Consulting services - accrued 18,012 50,000 December 31, 2015 1,532,420 730,000 Feinsod Agreement – accrual 192,800 – Feinsod Agreement – issued (663,000) (150,000) Consulting services – accrual 6,988 – Consulting services – issued (25,000) (50,000) Employment agreements – accrual 567 – Employment agreements – issued (132,175) (50,000) IPG acquisition – issued (843,200) (400,000) Chiefton acquisition – issued (69,400) (80,000) December 31,2016 $ – $ – Feinsod Agreement On August 4, 2014, we entered into an agreement with Michael Feinsod in consideration for serving as Executive Chairman of the Board and as a member of the Board and pursuant to the terms of the Executive Board and Director Agreement (the “Feinsod Agreement”). The Board approved the issuance to Infinity Capital of (a) 200,000 shares of our common stock on August 4, 2014; (b) 1,000,000 shares of our common stock upon the uplisting of our common stock to the OTC Market’s OTCQB; (c) 150,000 shares of our common stock on August 4, 2015; and (d) 150,000 shares of our common stock on August 4, 2016. Mr. Feinsod must remain a member of the Board in order for the common stock to be issued. In addition, the Feinsod Agreement required the issuance of a number of shares of our common stock to Infinity Capital equal to 10% of any new issuances not to exceed 600,000 shares of our common stock in the aggregate during the time that Mr. Feinsod remains a member of the Board (the “New Issuance Allowance”). Under the terms of the Feinsod Agreement, the New Issuance Allowance would not be triggered upon issuances relating to convertible securities existing as of the date of the Feinsod Agreement. For illustrative purposes, if we issue 7,000,000 new shares of common stock, then the New Issuance Allowance issued to Infinity Capital would be capped at 600,000 shares of our common stock. No shares have been issued under the New Issuance Allowance. The 1,000,000 shares of our common stock were valued at $2.97 per share, based on the closing price of our common stock of $3.49 on April 27, 2015, and then reduced by 15% due to restrictions on the ability to trade our shares. The other shares under the Feinsod Agreement were valued at $4.42 per share, based on the closing price of our common stock of $5.20 on August 4, 2014, and then reduced by 15% due to restriction on the ability to trade our common stock. We recognized expense for the unissued shares ratably over the vesting period. Architectural Services On December 12, 2014, we agreed to issue 50,000 shares of our common stock to an architectural firm to prepare architectural plans for The Greenhouse. The firm also received warrants to purchase 150,000 shares of our common stock at an exercise price of $4.40 per share, at any time on or before December 12, 2016. The shares of common stock were issued in 2015. We capitalized the cost of the architectural plans as part of Buildings within Property and Equipment on the consolidated balance sheet. Employment Agreements On May 13, 2015, we hired two individuals from NBC, an unaffiliated entity serving the cannabis industry, to service our new and existing clients. We did not purchase any existing client base from NBC and upon execution of employment agreements, granted these persons a total of 100,000 shares of our common stock with a vesting date of January 1, 2016. We valued the 100,000 shares on the date of grant, based on a closing price per share of our common stock of $3.11 on May 13, 2015, and then reduced by 15% due to restriction on the ability to trade our common stock., resulting in a fair value of $264,350. One individual forfeited his shares, so expense was only recognized for 50,000 shares. These shares were issued in April 2016. Consulting Agreement On July 15, 2015, we entered into an agreement with an individual to provide consulting services to customers in exchange for 50,000 shares of our common stock to be delivered on March 15, 2016. The fair value of the common stock was determined at the end of each reporting period and the pro rata amount earned is recognized as accrued stock payable over the term of the agreement. These shares were issued in March 2016. |
DERIVATIVE WARRANT LIABILITY
DERIVATIVE WARRANT LIABILITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | ||
Derivatives and Fair Value [Text Block] | NOTE 7. DERIVATIVE WARRANT LIABILITY On September 21, 2016, in connection with the 12% Notes, we issued the 12% Warrants, which are treated as a derivative liability and adjusted to fair value at the end of each period. The underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability were: Three months ended September 30, 2017 June 30, 2017 March 31, 2017 Stock price on valuation date $1.43 $1.37 – 2.20 $2.21 – 3.25 Risk-free interest rate 1.5% 1.3 – 1.4% 1.3 – 1.5% Expected dividend yield – – – Expected term (in years) 2.0 2.2 – 2.5 2.5 – 2.7 Expected volatility 128% 131 – 134% 146 – 153% Number of iterations 5 5 5 Changes in the derivative warrant liability were as follows: December 31, 2016 $ 23,120,000 Decrease in fair value (10,580,000) Reclassification to additional paid-in capital upon exercise of warrants (7,301,000) September 30, 2017 $ 5,239,000 | NOTE 8. DERIVATIVE WARRANT LIABILITY 12% Warrants On September 21, 2016, in connection with the 12% Notes, we issued the 12% Warrants, which are treated as a derivative liability and adjusted to fair value at the end of each period. The underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability were: September 21, 2016 December 31, 2016 Current stock price $ 1.20 $ 3.20 Risk-free interest rate 0.92 % 1.50 % Expected dividend yield – – Expected term (in years) 3.0 2.7 Expected volatility 146 % 153 % Number of iterations 5 5 The initial fair value of the derivative warrant liability was recorded as follows: Extinguishment of debt $ 1,715,000 Interest expense 5,189,000 Debt discount 2,450,000 Initial fair value of warrants issued $ 9,354,000 Changes in the derivative warrant liability were as follows: January 1, 2016 $ – Initial fair value of warrants issued 9,354,000 Increase in fair value 17,284,000 Reclassification to additional paid-in capital upon exercise of warrants (3,518,000) December 31, 2016 $ 23,120,000 Series C Warrants – Full Circle On January 21, 2014, in connection with a Securities Purchase Agreement (the “SPA”) we entered into with Full Circle Capital Corporation (“Full Circle”), for $500,000 we issued to Full Circle, fully-vested warrants (“Series C Warrants”), which allow Full Circle to purchase up to 1,000,000 shares of our common stock at any time on or prior to January 21, 2017 at a price of $5.50 per share. As part of the $500,000 proceeds from the issuance of the Series C Warrants, $100,000 was retained by Full Circle to cover legal and deal related expenses of future financing transactions, which was recorded as deferred financing costs. On September 24, 2014, we and Full Circle entered into Amendment No. 1 to the SPA, which changed the exercise price of the warrants issuable to $4.00 per share of our common stock, and increased the amount of warrants issuable to 1,400,000. The Series C Warrants had non-standard anti-dilution protection provisions and, under certain conditions, granted the right to the holder to require us to adjust the warrant’s exercise price to a lower price. Accordingly, these warrants were accounted for as derivative liabilities. We used the binomial pricing model with assumptions that included the fair value of the underlying stock, risk-free interest rate, volatility, expected life and dividend rates in estimating fair value for the warrants considered to be derivative instruments. On January 21, 2015, Full Circle executed a cashless exercise of 1,215,000 warrants in exchange for 660,263 common shares of our common stock. On May 1, 2015, we and Full Circle entered into Amendment No. 2 to the Series C Warrants, pursuant to which Full Circle executed a cashless exercised of 160,000 warrants and received 100,000 shares of our common stock. On May 4, 2015, Full Circle exercised its remaining warrants under the Series C Warrants for $100,000 and purchased 25,000 shares of our common stock for $4.00 per share. Following these transactions, there are no more Series C Warrants outstanding. The underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability were: May 1, 2015 May 4, 2015 December 31, 2014 Current stock price $ 3.75 $ 3.50 $ 5.02 Risk-free interest rate 0.60 % 0.60 % 0.60 % Expected dividend yield – – – Expected term (in years) 1.8 1.8 3.0 Expected volatility 133 % 133 % 129 % Early exercise factor 1.33 1.33 1.33 Changes in the derivative warrant liability and cumulative expense were as follows: Liability Cumulative Expense (Gain) December 31, 2014 $ 3,893,904 $ 3,393,904 Increase in the fair value of warrant liability 14,010 14,010 Reclassification to additional paid-in capital upon exercise of warrants (3,683,270) – Gain on settlement of derivative (224,644) (224,644) December 31, 2015 $ – $ 3,183,270 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Commitments and Contingencies Disclosure [Text Block] | NOTE 8. COMMITMENTS AND CONTINGENCIES Legal To the best of our knowledge and belief, no material legal proceedings of merit are currently pending or threatened. | NOTE 9. COMMITMENTS AND CONTINGENCIES Operating Leases We entered into a three-year agreement effective April 21, 2014, for a 1,800 square foot warehouse supply and distribution facility, through April 30, 2017. We do not intend to renew this lease. Lease expense was approximately $9,900 and $9,600, respectively, for the years ended December 31, 2016 and 2015. The future obligations under the warehouse lease are approximately $3,400 for 2017. DB Option Agreement On November 4, 2015, we entered into an agreement (the “DB Option Agreement”) with Infinity Capital, a related party, which was amended on March 29, 2016 (the “Amended DB Option Agreement”) and on September 16, 2016 (the “Second Amended DB Option Agreement”). Pursuant to the Amended DB Option Agreement, we have the right to purchase all of Infinity Capital’s interest in DB Arizona at Infinity Capital’s actual cost, plus $1.00, or $915,001. The interests for which the option has been granted are Infinity Capital’s 50% equity interest in the membership interests of DB Arizona, and any outstanding unpaid principal and interest owed on promissory note(s) issued by DB Arizona in favor of Infinity Capital for up to $915,000. DB Arizona is involved in the production and distribution of Dixie Brands, Inc.’s full line of medical cannabis “Dixie Elixirs and Edibles” products in Arizona. DB Arizona began sales in 2016. We have no obligation to exercise the option, which expires September 30, 2018. Legal To the best of our knowledge and belief, no material legal proceedings of merit are currently pending or threatened. |
DEFERRED TAXES
DEFERRED TAXES | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Deferred Revenue Disclosure [Text Block] | NOTE 10. DEFERRED TAXES The components of net deferred tax assets (liabilities) are as follows: December 31, 2016 2015 Long-lived assets $ 504,721 $ (117,808) Equity-based instruments 5,043,533 3,594,015 Net operating loss carryforwards 2,761,830 1,999,309 Deferred tax asset valuation allowance (8,310,084) (5,475,516) $ – $ – A reconciliation of our income tax provision and the amounts computed by applying statutory rates to income before income taxes is as follows: Year ended December 31, 2016 2015 Income tax benefit at statutory rate $ (11,151,890) $ (2,987,334) State income tax benefit, net of Federal benefit (1,518,625) (406,805) Amortization of debt discount 313,871 655,669 Loss (gain) on derivative 8,681,320 (81,368) Loss on extinguishment of debt 838,379 – Other 2,377 1,440 Valuation allowance 2,834,568 2,818,398 $ – $ – |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | ||
Stockholders' Equity Note Disclosure [Text Block] | NOTE 9. STOCKHOLDERS’ EQUITY Share-based expense consisted of the following: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Employee Awards $ 839,322 $ 740,844 $ 2,969,811 $ 1,574,906 Consulting Awards – 103,869 25,440 151,385 Feinsod Agreement – 27,504 – 192,800 DB Option Agreement – – – 55,100 $ 839,322 $ 872,217 $ 2,995,251 $ 1,974,191 Employee Stock Options On October 29, 2014, the Board authorized the adoption of, and on June 26, 2015, our stockholders ratified, our 2014 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants. In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016. The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan. Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. The following summarizes the Black-Scholes assumptions used for Employee Awards granted: Three months ended September 30, 2017 June 30, 2017 March 31, 2017 Exercise price $1.34 – 2.07 $1.92 $2.41 – 3.00 Stock price on date of grant $1.34 – 2.07 $1.92 $2.41 – 3.00 Volatility 140 – 142% 145% 148 – 153% Risk-free interest rate 1.4 – 1.9% 1.8% 1.7 – 1.9% Expected life (years) 3.0 – 5.0 5.0 4.0 – 5.0 Dividend yield – – – The following summarizes Employee Awards activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 8,818,400 $ 1.04 Granted 1,116,400 1.78 Exercised (367,240) 1.09 Forfeited (554,050) 0.75 Outstanding at September 30, 2017 9,013,510 1.14 2.2 $ 6,211,944 Exercisable at September 30, 2017 7,984,960 $ 1.00 1.9 $ 5,726,885 Based on our estimated forfeiture rates, we expect 1,007,181 Employee Awards will vest. As of September 30, 2017, there was approximately $1,255,708 of total unrecognized compensation expense related to unvested Employee Awards, which is expected to be recognized over a weighted-average period of eight months. Warrants for Consulting Services As needed, we may issue warrants to third parties in exchange for consulting services. Stock-based compensation costs for award grants to third parties for consulting services (“Consulting Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. Consulting Awards are revalued at each reporting date until fully vested, which may generate an expense or benefit. No Consulting Award warrants were issued during the nine months ended September 30, 2017. Stock for Consulting Services During the nine months ended September 30, 2017, we issued 8,000 shares to a third party for marketing services. Warrants with Debt The following summarizes warrants issued with debt: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 9,025,843 $ 0.63 Exercised (3,377,587) $ 0.59 Forfeited (28,126) 1.20 Outstanding and exercisable at September 30, 2017 5,620,130 $ 0.69 2.1 $ 4,573,359 | NOTE 11. STOCKHOLDERS’ EQUITY Share-based compensation expense consisted of the following: Year ended December 31, 2016 2015 Employee stock options $ 3,346,692 $ 1,500,783 Consulting services warrants 150,165 77,918 DB Option Agreement warrants 55,100 – Stock awards (see Note 7) 200,355 3,839,971 $ 3,752,312 $ 5,418,672 Employee Stock Options On October 29, 2014, the Board authorized the adoption of and on June 26, 2015, our stockholders ratified our 2014 Equity Incentive Plan (the “Incentive Plan”). The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants. In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016. The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan. Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. The following summarizes the Black-Scholes assumptions used for Employee Awards: Year ended December 31, 2016 2015 Exercise price $ 0.61 – 3.20 $ 0.60 – 3.75 Stock price on date of grant $ 0.63 – 3.20 $ 0.55 – 3.75 Volatility 146 – 153 % 151 – 169 % Risk-free interest rate 0.7 – 1.9 % 0.9 – 2.5 % Expected life (years) 3.0 – 5.0 3.0 – 10.0 Dividend yield – – We use an estimated forfeiture rate of 67% and 25%, respectively, for our hourly employees, who were granted 80,500 and 282,000 options, respectively, during the years ended December 31, 2016 and 2015. We assume options granted to salaried employees will all vest. The following summarizes Employee Awards activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 – Granted 2,662,000 $ 1.54 Forfeited or expired (153,000) 2.39 Outstanding at December 31, 2015 2,509,000 1.49 Granted 6,826,000 0.87 Exercised (153,000) 1.00 Forfeited or expired (363,600) 0.97 Outstanding at December 31, 2016 8,818,400 1.04 2.6 $ 19,191,000 Exercisable at December 31, 2016 1,985,500 $ 1.50 2.1 $ 3,480,675 Based on our estimated forfeiture rates, we expect 8,765,045 Employee Awards will vest. As of December 31, 2016, there was approximately $2,779,686 of total unrecognized compensation expense related to unvested Employee Awards, which is expected to be recognized over a weighted-average period of 0.5 years. Warrants for Consulting Services As needed, we may issue warrants to third parties in exchange for consulting services. Stock-based compensation costs for award grants to third parties for consulting services (“Consulting Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. Service Awards are revalued at each reporting date until fully vested, which may generate an expense or benefit. On July 1, 2016, for consulting services we granted fully-vested warrants to four individuals to purchase a total of 35,000 shares of our common stock at an exercise price of $0.90 per share, with a term of five years. On September 21, 2016, we granted fully-vested warrants to one individual to purchase 20,000 shares of our common stock at an exercise price of $1.20 per share, with a term of five years. On April 24, 2015, we entered into a one-year contract with an individual to provide consulting services to raise capital. We granted to this individual warrants to purchase 20,000 shares of our common stock at an exercise price of $3.75 per share, with a one year vesting period and a term of two years. On April 27, 2015, we entered into a one-year contract with a company to provide investor relations services. We granted to this company warrants to purchase 20,000 shares of our common stock at an exercise price of $3.49 per share, with a one year vesting period and a term of two years. On June 26, 2015, we granted an individual who provides management consulting services fully-vested warrants to purchase 25,000 shares of our common stock at an exercise price of $2.10 per share with a term of three years. On August 31, 2015, we granted this individual fully-vested warrants to purchase 5,000 shares of our common stock at an exercise price of $1.03 per share, with a term of three years. On December 18, 2015, we granted this individual warrants to purchase 7,500 shares our common stock at an exercise price of $0.60 per share, with a one year vesting period and a term of three years. On June 26, 2015, we granted an individual serving as our chief financial officer fully-vested warrants to purchase 25,000 shares of our common stock at an exercise price of $2.10 per share, with a term of three years. On July 1, 2015, we entered into a one-year contract with an individual to provide management consulting services. We granted warrants to purchase 25,000 shares of our common stock at an exercise price of $1.88 per share, with a one year vesting period and a term of three years. The fair value of each warrant grant is estimated using Black-Scholes. We use historical data to estimate the expected price volatility. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of valuation for the estimated life of the option. The following summarizes the Black-Scholes assumptions used for Consulting Awards granted: Year ended December 31, 2016 2015 Exercise price $ 0.60 – 1.20 $ 0.60 – 3.75 Stock price, date of valuation $ 1.91 – 2.33 $ 0.52 – 0.89 Volatility 146 – 163 % 150 – 157 % Risk-free interest rate 0.8 – 1.3 % 1.1 – 1.3 % Expected life (years) 2.0 – 4.8 2.0 – 3.0 Dividend yield – – The following summarizes Consulting Awards activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 150,000 4.40 Granted 127,500 $ 2.40 Forfeited or expired (25,000) 2.10 Outstanding at December 31, 2015 252,500 3.62 Granted 55,000 1.01 Forfeited or expired (150,000) 4.40 Outstanding at December 31, 2016 157,500 1.96 2.0 $ 211,350 Exercisable at December 31, 2016 157,500 $ 1.96 2.0 $ 211,350 DB Option Agreement warrants In order to extend the DB Option Agreement with Infinity Capital, in March 2016 we granted Infinity Capital warrants to purchase 100,000 shares of our common stock at an exercise price of $0.67 per share with a five year life. The fair value of $55,100 is included in share-based compensation expense. The following summarizes the Black-Scholes assumptions used to estimate the fair value of the DB Option Agreement warrants: Stock price on date of grant $ 0.61 Volatility 150 % Risk-free interest rate 1.2 % Expected life (years) 5.0 Dividend yield – IPG Acquisition Warrants In connection with the IPG APA, we issued to IPG 500,000 fully-vested warrants to purchase a) 250,000 shares of our common stock at $4.50 per share, (the “IPG $4.50 Warrants”), and b) 250,000 shares of our common stock at $5.00 per share (the “IPG $5.00 Warrants”) (collectively, the “IPG Warrants”). The IPG Warrants are subject to customary adjustments in the event of our reclassification, consolidation, merger, subdivision of shares of our common stock, combination of shares of our common stock or payment of dividends in the form of the our common stock. The IPG Warrants expire three years after their initial issuance date. On the date of grant, the IPG $4.50 Warrants and the IPG $5.00 Warrants had fair values of approximately $421,000 and $412,000, respectively, based on the Black-Scholes. The following summarizes the Black-Scholes assumptions used for IPG Warrants: Volatility 134 % Risk-free interest rate 1.0 % Expected life (years) 3.0 Dividend yield – Warrants with Debt The fair value of each warrant grant is estimated using Black-Scholes, except for the 12% Warrants (see Note 8). We use historical data to estimate the expected price volatility. The risk-free interest rate is based on the United States Treasury yield curve in effect at the time of grant for the estimated life of the warrant. The following summarizes the Black-Scholes assumptions used for warrants granted for debt: Year ended December 31, 2016 2015 Volatility $ 148 – 158 % $ 125 – 132 % Risk-free interest rate $ 0.8 – 1.2 % $ 0.4 – 0.5 % Expected life (years) 1.1 – 5.0 1.5 Dividend yield – – The following summarizes warrants issued with debt activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 642,700 4.44 Granted 554,500 $ 1.13 Cancelled (600,000) 4.40 Outstanding at December 31, 2015 597,200 1.41 Granted 9,759,000 0.58 Exercised (1,330,357) 0.53 Outstanding at December 31, 2016 9,025,843 0.63 2.9 $ 26,630,710 Exercisable at December 31, 2016 9,025,843 $ 0.63 2.9 $ 26,630,710 2013 Warrants Between July 11, 2013 and September 19, 2013, we issued 973,000 shares of our common stock and 973,000 fully-vested warrants (the “2013 Warrants”) for cash consideration of $1.00 per share. Each 2013 Warrant entitled the holder to purchase one share of our common stock at a price of $10.00 per share. The 2013 Warrants expired unexercised on August 1, 2016. |
NET LOSS PER SHARE
NET LOSS PER SHARE | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Earnings Per Share [Text Block] | NOTE 10. NET INCOME (LOSS) PER SHARE Basic net income (loss) per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised as of the first day of the reporting period, along with the impact of those dilutive securities on net income (loss). Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net income (loss) $ 586,873 $ (14,447,094) $ 4,225,197 $ (16,971,797) Gain on derivative warrant liability (2,421,000) – (10,580,000) – $ (1,834,127) $ (14,447,094) $ (6,354,803) $ (16,971,797) Weighted average outstanding shares of common stock 20,654,502 15,495,421 19,883,329 15,270,968 Warrants – Debt 4,778,627 – 4,960,848 – Stock options 3,662,422 – 4,667,825 – Other warrants 91,224 – 112,186 – Common stock and equivalents 29,186,775 15,495,421 29,624,188 15,270,968 Net income (loss) per share Basic $ 0.03 $ (0.93) $ 0.21 $ (1.11) Diluted (0.06) (0.93) (0.21) (1.11) In 2016, outstanding stock options and common stock warrants are considered anti-dilutive because we were in a net loss position. | NOTE 12. NET LOSS PER SHARE Basic net loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the reporting period. Diluted net loss per share is computed similarly to basic loss per share, except that it includes the potential dilution that could occur if dilutive securities are exercised. Outstanding stock options and common stock warrants are considered anti-dilutive because we are in a net loss position. Accordingly, the number of weighted average shares outstanding for basic and fully diluted net loss per share are the same. The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2016 2015 Stock options 8,818,400 2,509,000 Warrants 9,783,343 2,322,700 Common stock upon conversion of debt – 31,661 Stock payable – 630,000 18,601,743 5,493,361 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | NOTE 11. SUBSEQUENT EVENTS On October 9, 2017, we entered into a securities purchase agreement with several non-affiliated accredited investors in a private placement, pursuant to which for $1.00 we sold one share of our common stock and one warrant to purchase one share of our common stock, at an exercise price of $0.50 per share with a two year life (together, the “2017 Units”). We issued 1,000,000 2017 Units. In consideration for issuing the 2017 Units, we received $975,000 in cash and extinguished $25,000 of 12% Notes. We received $175,000 in cash consideration in September 2017, see Note 6 – Accrued Stock Payable. Subsequent to September 30, 2017, and up to the date of this filing, 600,000 shares of our common stock were issued upon the exercise of 12% Warrants for consideration of $210,000 in cash and $210,000 for the extinguishment of 12% Notes. | NOTE 13. SUBSEQUENT EVENTS In January 2017, we loaned an additional $26,500 to DB Arizona, a related party, under the note agreement that bears interest at 14% with principal and interest due on May 30, 2017. In 2017, 2,082,143 shares were issued upon the exercise of 12% Warrants for consideration of $495,625 in cash and $668,750 in reduction of principal under the 12% Notes. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Segment Reporting Disclosure [Text Block] | NOTE 12. SEGMENT INFORMATION Our operations are organized into four segments: Security and Cash Management Services; Marketing Consulting and Apparel; Operations Consulting and Products; and Finance and Real Estate. All revenue originates and all assets are located in the United States. We have revised our disclosure to correspond to the information provided to the chief operating decision maker. Three months ended September 30 2017 Security Marketing Operations Finance Total Revenues $ 533,065 $ 49,394 $ 364,629 $ 32,903 $ 979,991 Costs and expenses (647,915) (100,464) (402,856) (9,339) (1,160,574) $ (114,850) $ (51,070) $ (38,227) $ 23,564 (180,583) Corporate 767,456 Net income $ 586,873 2016 Security Marketing Operations Finance Total Revenues $ 560,713 $ 106,402 $ 117,700 $ 25,565 $ 810,380 Costs and expenses (528,916) (91,342) (235,605) (13,352) (869,215) Other expense – – – (6,414) (6,414) $ 31,797 $ 15,060 $ (117,905) $ 5,799 (65,249) Corporate (14,381,845) Net loss $ (14,447,094) Nine months ended September 30 2017 Security Marketing Operations Finance Total Revenues $ 1,322,509 $ 163,216 $ 947,725 $ 99,251 $ 2,532,701 Costs and expenses (1,615,694) (381,439) (1,018,655) (37,113) (3,052,901) $ (293,185) $ (218,223) $ (70,930) $ 62,138 (520,200) Corporate 4,745,397 Net income $ 4,225,197 2016 Security Marketing Operations Finance Total Revenues $ 1,599,907 $ 221,563 $ 289,566 $ 93,398 $ 2,204,434 Costs and expenses (1,604,932) (216,443) (439,389) (36,731) (2,297,495) Other expense – – – (10,876) (10,876) $ (5,025) $ 5,120 $ (149,823) $ 45,791 (103,937) Corporate (16,867,860) Net loss $ (16,971,797) Total assets September 30, 2017 December 31, 2016 Security $ 363,757 $ 141,140 Marketing 51,789 50,919 Operations 92,882 55,750 Finance 644,384 515,205 Corporate 1,654,477 2,094,857 $ 2,807,289 $ 2,857,871 | NOTE 14. SEGMENT INFORMATION Our operations are organized into four segments: Security and Cash Management Services; Marketing and Products; Consulting and Advisory; and Finance and Real Estate. All revenue originates and all assets are located in the United States. We have revised our disclosure to correspond to the information provided to the chief operating decision maker. Year ended December 31 2016 Security Marketing Operations Finance Total Revenues $ 2,232,915 $ 188,594 $ 432,046 $ 128,427 $ 2,981,982 Costs and expenses (2,253,194) (387,330) (555,892) (32,143) (3,228,559) Interest expense – – – (8,669) (8,669) $ (20,279) $ (198,736) $ (123,846) $ 87,615 (255,246) Corporate expenses (32,544,431) Net loss $ (32,799,677) 2015 Security Marketing Operations Finance Total Revenues $ 1,490,832 $ 26,420 $ 144,944 $ 100,782 $ 1,762,978 Costs and expenses (1,611,201) (43,716) (367,358) (32,051) (2,054,326) Interest expense – – – (12,587) (12,587) $ (120,369) $ (17,296) $ (222,414) $ 56,144 (303,935) Corporate expenses (8,482,342) Net loss $ (8,786,277) December 31, Total assets 2016 2015 Security $ 141,140 $ 1,784,063 Marketing 50,919 96,343 Operations 55,750 22,268 Finance 515,205 431,639 Corporate 2,094,857 1,348,398 $ 2,857,871 $ 3,682,711 |
LONG-LIVED ASSETS
LONG-LIVED ASSETS | 9 Months Ended |
Sep. 30, 2017 | |
Longlived Assets [Abstract] | |
LONG-LIVED ASSETS | NOTE 4. LONG-LIVED ASSETS Property and Equipment Depreciation expense was $15,997 and $11,944, respectively, for the three months ended September 30, 2017 and 2016, and $47,693 and $36,070, respectively, for the nine months ended September 30, 2017 and 2016. We have not recognized any impairment as of September 30, 2017. Intangible Assets Intangible assets of $139,288 as of September 30, 2017, consisted of the preliminary purchase price allocation for Mile High of $155,000, net of accumulated amortization of $15,712, based on a preliminary estimated useful life of two years. The intangible asset for Chiefton brand and graphic designs, with a gross value of $69,400, was fully amortized as of September 30, 2017. Amortization expense was $23,888 and $86,044, respectively, for the three months ended September 30, 2017 and 2016, and $41,095 and $256,259, respectively, for the nine months ended September 30, 2017 and 2016. |
ACCRUED STOCK PAYABLE26
ACCRUED STOCK PAYABLE | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | NOTE 6. ACCRUED STOCK PAYABLE The following tables summarize the changes in accrued common stock payable during the nine months ended September 30, 2017: Amount Number of Shares December 31, 2016 $ – $ – Acquisition of Mile High 155,000 104,359 Sale of common stock and warrants 175,000 175,000 September 30, 2017 $ 330,000 $ 279,359 The Mile High shares are issuable on February 27, 2018, if the terms of the Mile High APA are met. The 175,000 shares were issued in October 2017. See Note 11 – Subsequent Events. |
BUSINESS ACQUISITIONS (Tables)
BUSINESS ACQUISITIONS (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
IPG Acquisition [Member] | |
BUSINESS ACQUISITIONS (Tables) [Line Items] | |
Agregate consideration | The aggregate consideration was as follows: Common stock payable $ 1,054,000 Warrants issued with $4.50 exercise price 421,000 Warrants issued with $5.00 exercise price 412,000 $ 1,887,000 |
Business Combination, Segment Allocation [Table Text Block] | The purchase price allocation was as follows: Intangible assets: Customer relationship intangible $ 1,000,000 Marketing-related intangibles 200,000 Non-compete agreements 500,000 Goodwill 187,000 $ 1,887,000 |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustments [Table Text Block] | The accompanying consolidated financial statements include the results of IPG from the date of acquisition, March 26, 2015. The pro forma effects of the acquisition on the results of operations as if the transaction had been completed on January 1, 2015, are as follows: Year ended December 31, 2015 (Unaudited) Total net revenues $ 2,132,724 Net loss (8,733,016) Net loss per common share: Basic and diluted $ (0.60) |
Chiefton Acquisition [Member] | |
BUSINESS ACQUISITIONS (Tables) [Line Items] | |
Agregate consideration | The aggregate consideration was as follows: Cash $ 12,249 Common stock 69,400 Aggregate consideration $ 81,649 |
Business Combination, Segment Allocation [Table Text Block] | The purchase price allocation was as follows: Inventory $ 12,249 Intangible assets – Chiefton brand and graphic designs 69,400 $ 81,649 |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
ACCOUNTS RECEIVABLE (Tables) [Line Items] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | Our accounts receivables consisted of the following: December 31, 2016 2015 Accounts receivable $ 225,314 $ 133,692 Less: Allowance for doubtful accounts (43,100) (9,139) Total $ 182,214 $ 124,553 |
Pueblo West Property [Member] | |
ACCOUNTS RECEIVABLE (Tables) [Line Items] | |
Schedule of Financing Receivables, Minimum Payments [Table Text Block] | Future minimum lease payments due to us for the lease of our cultivation property in a suburb of Pueblo, Colorado consist of: Year ending December 31 2017 $ 112,753 2018 115,008 2019 117,308 2020 119,655 2021 126,548 $ 591,272 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Property and equipment consisted of the following: December 31, 2016 2015 Land $ 812,340 $ 812,340 Buildings 871,767 871,767 Leasehold improvements 41,534 41,534 Furniture, fixtures and equipment 107,741 66,044 1,833,382 1,791,685 Less: Accumulated depreciation (118,579) (66,417) $ 1,714,803 $ 1,725,268 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Intangible assets consisted of the following: December 31, 2016 Gross Accumulated Amortization Net Estimated Life (in years) Chiefton brand and graphic designs $ 69,400 $ 44,017 $ 25,383 2 December 31, 2015 Gross Accumulated Amortization Net Estimated Life (in years) Customer relationships (IPG) $ 1,000,000 $ 76,712 $ 923,288 10 Marketing-related (IPG) 200,000 30,685 169,315 5 Non-compete agreements (IPG) 500,000 127,854 372,146 3 Chiefton brand and graphic designs 69,400 9,222 60,178 2 Intangible assets, net $ 1,769,400 $ 244,473 $ 1,524,927 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Debt Disclosure [Abstract] | ||
Schedule of Long-term Debt Instruments [Table Text Block] | Notes Payable September 30, 2017 December 31, 2016 12% Notes $ 2,081,250 $ 2,750,000 Unamortized debt discount (800,318) (1,934,750) Long-term portion $ 1,280,932 $ 815,250 | Notes Payable December 31, 2016 2015 12% Notes $ 2,750,000 $ – 10% Notes – 659,000 14% Greenhouse Mortgage – 600,000 8.5% Pueblo Mortgage – 158,307 2,750,000 1,417,307 Unamortized debt discount (1,934,750) (279,435) 815,250 1,137,872 Less: Current portion – (986,475) Long-term portion $ 815,250 $ 151,397 |
ACCRUED STOCK PAYABLE (Tables)
ACCRUED STOCK PAYABLE (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accrued Stock Payable [Abstract] | |
Share-based Compensation, Stock Options, Activity [Table Text Block] | The following tables summarize the changes in accrued common stock payable: Amount Number of Shares December 31, 2014 $ 524,042 $ 350,000 Architectural Services - issued (114,693) (50,000) IPG acquisition – accrued 1,054,000 500,000 IPG acquisition – issued (210,800) (100,000) Chiefton acquisition – accrued 69,400 80,000 Feinsod Agreement – accrual 723,851 – Feinsod Agreement - issued (663,000) (150,000) Employment agreements - accrued 131,608 50,000 Consulting services - accrued 18,012 50,000 December 31, 2015 1,532,420 730,000 Feinsod Agreement – accrual 192,800 – Feinsod Agreement – issued (663,000) (150,000) Consulting services – accrual 6,988 – Consulting services – issued (25,000) (50,000) Employment agreements – accrual 567 – Employment agreements – issued (132,175) (50,000) IPG acquisition – issued (843,200) (400,000) Chiefton acquisition – issued (69,400) (80,000) December 31,2016 $ – $ – |
DERIVATIVE WARRANT LIABILITY (T
DERIVATIVE WARRANT LIABILITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
DERIVATIVE WARRANT LIABILITY (Tables) [Line Items] | ||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | The underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability were: Three months ended September 30, 2017 June 30, 2017 March 31, 2017 Stock price on valuation date $1.43 $1.37 – 2.20 $2.21 – 3.25 Risk-free interest rate 1.5% 1.3 – 1.4% 1.3 – 1.5% Expected dividend yield – – – Expected term (in years) 2.0 2.2 – 2.5 2.5 – 2.7 Expected volatility 128% 131 – 134% 146 – 153% Number of iterations 5 5 5 | The underlying assumptions used in the binomial model to determine the fair value of the derivative warrant liability were: September 21, 2016 December 31, 2016 Current stock price $ 1.20 $ 3.20 Risk-free interest rate 0.92 % 1.50 % Expected dividend yield – – Expected term (in years) 3.0 2.7 Expected volatility 146 % 153 % Number of iterations 5 5 May 1, 2015 May 4, 2015 December 31, 2014 Current stock price $ 3.75 $ 3.50 $ 5.02 Risk-free interest rate 0.60 % 0.60 % 0.60 % Expected dividend yield – – – Expected term (in years) 1.8 1.8 3.0 Expected volatility 133 % 133 % 129 % Early exercise factor 1.33 1.33 1.33 |
Schedule of Derivative Liabilities at Fair Value [Table Text Block] | The initial fair value of the derivative warrant liability was recorded as follows: Extinguishment of debt $ 1,715,000 Interest expense 5,189,000 Debt discount 2,450,000 Initial fair value of warrants issued $ 9,354,000 | |
Derivative Instruments, Gain (Loss) [Table Text Block] | Changes in the derivative warrant liability were as follows: December 31, 2016 $ 23,120,000 Decrease in fair value (10,580,000) Reclassification to additional paid-in capital upon exercise of warrants (7,301,000) September 30, 2017 $ 5,239,000 | |
12% Warrants [Member] | ||
DERIVATIVE WARRANT LIABILITY (Tables) [Line Items] | ||
Derivative Instruments, Gain (Loss) [Table Text Block] | Changes in the derivative warrant liability were as follows: January 1, 2016 $ – Initial fair value of warrants issued 9,354,000 Increase in fair value 17,284,000 Reclassification to additional paid-in capital upon exercise of warrants (3,518,000) December 31, 2016 $ 23,120,000 | |
Series C Warrants [Member] | ||
DERIVATIVE WARRANT LIABILITY (Tables) [Line Items] | ||
Derivative Instruments, Gain (Loss) [Table Text Block] | Changes in the derivative warrant liability and cumulative expense were as follows: Liability Cumulative Expense (Gain) December 31, 2014 $ 3,893,904 $ 3,393,904 Increase in the fair value of warrant liability 14,010 14,010 Reclassification to additional paid-in capital upon exercise of warrants (3,683,270) – Gain on settlement of derivative (224,644) (224,644) December 31, 2015 $ – $ 3,183,270 |
DEFERRED TAXES (Tables)
DEFERRED TAXES (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Deferred Revenue Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The components of net deferred tax assets (liabilities) are as follows: December 31, 2016 2015 Long-lived assets $ 504,721 $ (117,808) Equity-based instruments 5,043,533 3,594,015 Net operating loss carryforwards 2,761,830 1,999,309 Deferred tax asset valuation allowance (8,310,084) (5,475,516) $ – $ – |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of our income tax provision and the amounts computed by applying statutory rates to income before income taxes is as follows: Year ended December 31, 2016 2015 Income tax benefit at statutory rate $ (11,151,890) $ (2,987,334) State income tax benefit, net of Federal benefit (1,518,625) (406,805) Amortization of debt discount 313,871 655,669 Loss (gain) on derivative 8,681,320 (81,368) Loss on extinguishment of debt 838,379 – Other 2,377 1,440 Valuation allowance 2,834,568 2,818,398 $ – $ – |
STOCKHOLDERS' EQUITY (Tables)
STOCKHOLDERS' EQUITY (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
STOCKHOLDERS' EQUITY (Tables) [Line Items] | ||
Share-based expense [Table Text Block] | Share-based expense consisted of the following: Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Employee Awards $ 839,322 $ 740,844 $ 2,969,811 $ 1,574,906 Consulting Awards – 103,869 25,440 151,385 Feinsod Agreement – 27,504 – 192,800 DB Option Agreement – – – 55,100 $ 839,322 $ 872,217 $ 2,995,251 $ 1,974,191 | Share-based compensation expense consisted of the following: Year ended December 31, 2016 2015 Employee stock options $ 3,346,692 $ 1,500,783 Consulting services warrants 150,165 77,918 DB Option Agreement warrants 55,100 – Stock awards (see Note 7) 200,355 3,839,971 $ 3,752,312 $ 5,418,672 |
Schedule of Assumptions Used [Table Text Block] | The following summarizes the Black-Scholes assumptions used for Employee Awards: Year ended December 31, 2016 2015 Exercise price $ 0.61 – 3.20 $ 0.60 – 3.75 Stock price on date of grant $ 0.63 – 3.20 $ 0.55 – 3.75 Volatility 146 – 153 % 151 – 169 % Risk-free interest rate 0.7 – 1.9 % 0.9 – 2.5 % Expected life (years) 3.0 – 5.0 3.0 – 10.0 Dividend yield – – Year ended December 31, 2016 2015 Exercise price $ 0.60 – 1.20 $ 0.60 – 3.75 Stock price, date of valuation $ 1.91 – 2.33 $ 0.52 – 0.89 Volatility 146 – 163 % 150 – 157 % Risk-free interest rate 0.8 – 1.3 % 1.1 – 1.3 % Expected life (years) 2.0 – 4.8 2.0 – 3.0 Dividend yield – – Stock price on date of grant $ 0.61 Volatility 150 % Risk-free interest rate 1.2 % Expected life (years) 5.0 Dividend yield – Volatility 134 % Risk-free interest rate 1.0 % Expected life (years) 3.0 Dividend yield – Year ended December 31, 2016 2015 Volatility $ 148 – 158 % $ 125 – 132 % Risk-free interest rate $ 0.8 – 1.2 % $ 0.4 – 0.5 % Expected life (years) 1.1 – 5.0 1.5 Dividend yield – – | |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | The following summarizes Employee Awards activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 8,818,400 $ 1.04 Granted 1,116,400 1.78 Exercised (367,240) 1.09 Forfeited (554,050) 0.75 Outstanding at September 30, 2017 9,013,510 1.14 2.2 $ 6,211,944 Exercisable at September 30, 2017 7,984,960 $ 1.00 1.9 $ 5,726,885 Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2016 9,025,843 $ 0.63 Exercised (3,377,587) $ 0.59 Forfeited (28,126) 1.20 Outstanding and exercisable at September 30, 2017 5,620,130 $ 0.69 2.1 $ 4,573,359 | The following summarizes Employee Awards activity: Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 – Granted 2,662,000 $ 1.54 Forfeited or expired (153,000) 2.39 Outstanding at December 31, 2015 2,509,000 1.49 Granted 6,826,000 0.87 Exercised (153,000) 1.00 Forfeited or expired (363,600) 0.97 Outstanding at December 31, 2016 8,818,400 1.04 2.6 $ 19,191,000 Exercisable at December 31, 2016 1,985,500 $ 1.50 2.1 $ 3,480,675 Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 150,000 4.40 Granted 127,500 $ 2.40 Forfeited or expired (25,000) 2.10 Outstanding at December 31, 2015 252,500 3.62 Granted 55,000 1.01 Forfeited or expired (150,000) 4.40 Outstanding at December 31, 2016 157,500 1.96 2.0 $ 211,350 Exercisable at December 31, 2016 157,500 $ 1.96 2.0 $ 211,350 Number of Shares Weighted-average Exercise Price per Share Weighted-average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at December 31, 2014 642,700 4.44 Granted 554,500 $ 1.13 Cancelled (600,000) 4.40 Outstanding at December 31, 2015 597,200 1.41 Granted 9,759,000 0.58 Exercised (1,330,357) 0.53 Outstanding at December 31, 2016 9,025,843 0.63 2.9 $ 26,630,710 Exercisable at December 31, 2016 9,025,843 $ 0.63 2.9 $ 26,630,710 |
Employee Awards | ||
STOCKHOLDERS' EQUITY (Tables) [Line Items] | ||
Schedule of Assumptions Used [Table Text Block] | The following summarizes the Black-Scholes assumptions used for Employee Awards granted: Three months ended September 30, 2017 June 30, 2017 March 31, 2017 Exercise price $1.34 – 2.07 $1.92 $2.41 – 3.00 Stock price on date of grant $1.34 – 2.07 $1.92 $2.41 – 3.00 Volatility 140 – 142% 145% 148 – 153% Risk-free interest rate 1.4 – 1.9% 1.8% 1.7 – 1.9% Expected life (years) 3.0 – 5.0 5.0 4.0 – 5.0 Dividend yield – – – |
NET LOSS PER SHARE (Tables)
NET LOSS PER SHARE (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Earnings Per Share [Abstract] | ||
Dilutive effect on earnings per share | The following summarizes equity instruments that may, in the future, have a dilutive effect on earnings per share: December 31, 2016 2015 Stock options 8,818,400 2,509,000 Warrants 9,783,343 2,322,700 Common stock upon conversion of debt – 31,661 Stock payable – 630,000 18,601,743 5,493,361 | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three months ended September 30, Nine months ended September 30, 2017 2016 2017 2016 Net income (loss) $ 586,873 $ (14,447,094) $ 4,225,197 $ (16,971,797) Gain on derivative warrant liability (2,421,000) – (10,580,000) – $ (1,834,127) $ (14,447,094) $ (6,354,803) $ (16,971,797) Weighted average outstanding shares of common stock 20,654,502 15,495,421 19,883,329 15,270,968 Warrants – Debt 4,778,627 – 4,960,848 – Stock options 3,662,422 – 4,667,825 – Other warrants 91,224 – 112,186 – Common stock and equivalents 29,186,775 15,495,421 29,624,188 15,270,968 Net income (loss) per share Basic $ 0.03 $ (0.93) $ 0.21 $ (1.11) Diluted (0.06) (0.93) (0.21) (1.11) |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Segment Reporting [Abstract] | ||
Schedule of Segment Reporting Information, by Segment [Table Text Block] | 2017 Security Marketing Operations Finance Total Revenues $ 533,065 $ 49,394 $ 364,629 $ 32,903 $ 979,991 Costs and expenses (647,915) (100,464) (402,856) (9,339) (1,160,574) $ (114,850) $ (51,070) $ (38,227) $ 23,564 (180,583) Corporate 767,456 Net income $ 586,873 2016 Security Marketing Operations Finance Total Revenues $ 560,713 $ 106,402 $ 117,700 $ 25,565 $ 810,380 Costs and expenses (528,916) (91,342) (235,605) (13,352) (869,215) Other expense – – – (6,414) (6,414) $ 31,797 $ 15,060 $ (117,905) $ 5,799 (65,249) Corporate (14,381,845) Net loss $ (14,447,094) 2017 Security Marketing Operations Finance Total Revenues $ 1,322,509 $ 163,216 $ 947,725 $ 99,251 $ 2,532,701 Costs and expenses (1,615,694) (381,439) (1,018,655) (37,113) (3,052,901) $ (293,185) $ (218,223) $ (70,930) $ 62,138 (520,200) Corporate 4,745,397 Net income $ 4,225,197 2016 Security Marketing Operations Finance Total Revenues $ 1,599,907 $ 221,563 $ 289,566 $ 93,398 $ 2,204,434 Costs and expenses (1,604,932) (216,443) (439,389) (36,731) (2,297,495) Other expense – – – (10,876) (10,876) $ (5,025) $ 5,120 $ (149,823) $ 45,791 (103,937) Corporate (16,867,860) Net loss $ (16,971,797) | 2016 Security Marketing Operations Finance Total Revenues $ 2,232,915 $ 188,594 $ 432,046 $ 128,427 $ 2,981,982 Costs and expenses (2,253,194) (387,330) (555,892) (32,143) (3,228,559) Interest expense – – – (8,669) (8,669) $ (20,279) $ (198,736) $ (123,846) $ 87,615 (255,246) Corporate expenses (32,544,431) Net loss $ (32,799,677) 2015 Security Marketing Operations Finance Total Revenues $ 1,490,832 $ 26,420 $ 144,944 $ 100,782 $ 1,762,978 Costs and expenses (1,611,201) (43,716) (367,358) (32,051) (2,054,326) Interest expense – – – (12,587) (12,587) $ (120,369) $ (17,296) $ (222,414) $ 56,144 (303,935) Corporate expenses (8,482,342) Net loss $ (8,786,277) |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets September 30, 2017 December 31, 2016 Security $ 363,757 $ 141,140 Marketing 51,789 50,919 Operations 92,882 55,750 Finance 644,384 515,205 Corporate 1,654,477 2,094,857 $ 2,807,289 $ 2,857,871 | December 31, Total assets 2016 2015 Security $ 141,140 $ 1,784,063 Marketing 50,919 96,343 Operations 55,750 22,268 Finance 515,205 431,639 Corporate 2,094,857 1,348,398 $ 2,857,871 $ 3,682,711 |
ACCRUED STOCK PAYABLE (Tables38
ACCRUED STOCK PAYABLE (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | The following tables summarize the changes in accrued common stock payable during the nine months ended September 30, 2017: Amount Number of Shares December 31, 2016 $ – $ – Acquisition of Mile High 155,000 104,359 Sale of common stock and warrants 175,000 175,000 September 30, 2017 $ 330,000 $ 279,359 |
NATURE OF OPERATIONS, HISTORY39
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||||
Sep. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)ft² | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)ft² | Dec. 31, 2016ft² | Dec. 31, 2016a | Dec. 31, 2016m² | Jan. 31, 2014USD ($) | |
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Number of Reporting Units | 4 | 4 | ||||||||
Number Of Wholly Owned Subsidiary | 6 | 5 | ||||||||
Retained Earnings (Accumulated Deficit) | $ (45,001,858) | $ (45,001,858) | $ (49,227,055) | $ (16,427,378) | ||||||
Inventory Adjustments | 0 | 75,048 | ||||||||
Capital | 825,000 | |||||||||
Payments to Acquire Businesses and Interest in Affiliates | 106,000 | |||||||||
Debt Instrument, Face Amount | $ 170,000 | |||||||||
Assets | 2,807,289 | 2,807,289 | 2,857,871 | 3,682,711 | ||||||
Accounts Payable and Accrued Liabilities, Current | 474,200 | 474,200 | 363,618 | |||||||
Revenues | 979,991 | $ 810,380 | 2,532,701 | $ 2,204,434 | 2,981,982 | 1,762,978 | ||||
NET LOSS | $ 586,873 | $ (14,447,094) | $ 4,225,197 | $ (16,971,797) | $ (32,799,677) | $ (8,786,277) | ||||
Minimum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 2 years | |||||||||
Maximum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 10 years | |||||||||
GC Supply [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 1,800 | |||||||||
Pueblo West Property [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | 5,000 | 5,000 | 3 | 5,000 | ||||||
Lease Expiration Date | Dec. 31, 2022 | |||||||||
Potential Acquisitions [Member] | Minimum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 5,000 | |||||||||
Potential Acquisitions [Member] | Maximum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 50,000 | |||||||||
The Greenhouse [Member] | Leasing Arrangement [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 16,056 | 16,056 | 16,056 | |||||||
ACS Corp [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Number Of Wholly Owned Subsidiary | 1 | |||||||||
GC Finance Arizona [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Equity Method Investment, Ownership Percentage | 100.00% | 100.00% | ||||||||
GC Finanace Arizona [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Payments to Acquire Businesses and Interest in Affiliates | $ 106,000 | |||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | 50.00% | ||||||||
Debt Instrument, Face Amount | $ 825,000 | $ 825,000 | ||||||||
Debt Instrument, Fair Value Disclosure | $ 106,000 | $ 106,000 | ||||||||
Potential Acquisitions [Member] | Minimum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 5,000 | 5,000 | ||||||||
Potential Acquisitions [Member] | Maximum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 50,000 | 50,000 | ||||||||
DB Arizona [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Assets | $ 1,200,000 | $ 1,200,000 | ||||||||
Accounts Payable and Accrued Liabilities, Current | 73,639 | 73,639 | ||||||||
Debt, Current | $ 2,463,373 | 2,463,373 | ||||||||
Revenues | 632,000 | |||||||||
NET LOSS | $ 611,000 | |||||||||
ACS Corp [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Number Of Wholly Owned Subsidiary | 1 | |||||||||
DB Arizona Owner [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 50.00% | 50.00% | ||||||||
Building [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 30 years | |||||||||
Leasehold Improvements [Member] | Minimum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Furniture and Fixtures [Member] | Minimum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 3 years | |||||||||
Furniture and Fixtures [Member] | Maximum [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Property, Plant and Equipment, Useful Life | 5 years | |||||||||
Office Building [Member] | The Greenhouse [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 10,000 | 10,000 | 10,000 | |||||||
Consumer Banking [Member] | The Greenhouse [Member] | ||||||||||
NATURE OF OPERATIONS, HISTORY AND PRESENTATION (Details) [Line Items] | ||||||||||
Area of Real Estate Property | ft² | 5,000 | 5,000 | 5,000 |
BUSINESS ACQUISITIONS (Details)
BUSINESS ACQUISITIONS (Details) - USD ($) | Aug. 18, 2017 | Apr. 01, 2016 | Jan. 01, 2016 | Oct. 01, 2015 | Mar. 26, 2015 | Sep. 30, 2017 | Apr. 01, 2016 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 21, 2016 | May 04, 2015 | May 01, 2015 | Dec. 31, 2014 |
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 2,322,700 | 9,783,343 | |||||||||||
Share Price (in Dollars per share) | $ 3.20 | $ 1.20 | $ 3.50 | $ 3.75 | $ 5.02 | ||||||||
Accrued stock payable (in Dollars) | $ 1,532,420 | ||||||||||||
Common Stock, Shares, Issued | 20,881,605 | 14,915,421 | 17,128,778 | ||||||||||
Stock Issued During Period, Shares, Acquisitions | 104,359 | ||||||||||||
Iron Protection Group [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 200,000 | 200,000 | 100,000 | 500,000 | |||||||||
Class of Warrant or Right, Outstanding | 500,000 | ||||||||||||
Acquisition of IPG with common stock payable and warrants (in Dollars) | $ 1,887,000 | ||||||||||||
Share Price (in Dollars per share) | $ 2.48 | ||||||||||||
Share Price Discount | 15.00% | ||||||||||||
Accrued stock payable (in Dollars) | $ 1,054,000 | ||||||||||||
Iron Protection Group [Member] | IPG $4.50 Warrants [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 250,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.50 | ||||||||||||
Iron Protection Group [Member] | IPG $5.00 Warrants [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 250,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5 | ||||||||||||
Iron Protection Group [Member] | Conditional Issuance [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Class of Warrant or Right, Outstanding | 100,000 | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.48 | ||||||||||||
Class of Warrant or Right, Issuance Threshold, Revenue (in Dollars) | $ 3,000,000 | ||||||||||||
Chiefton Acquisition [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Share Price (in Dollars per share) | $ 1.02 | ||||||||||||
Share Price Discount | 15.00% | ||||||||||||
Accrued stock payable (in Dollars) | $ 69,400 | ||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 80,000 | ||||||||||||
Mile High [Member] | |||||||||||||
BUSINESS ACQUISITIONS (Details) [Line Items] | |||||||||||||
Common Stock, Shares, Issued | 224,359 | ||||||||||||
Restricted Stock, Vesting Period | 6 months | ||||||||||||
Stock Issued During Period, Shares, Period Increase (Decrease) | (120,000) | ||||||||||||
Stock Issued During Period, Shares, Acquisitions | 104,359 | ||||||||||||
Non-compete Agreement, Duration | 3 years | ||||||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ 1.75 | ||||||||||||
Fair Value Inputs, Discount Rate | 15.00% | ||||||||||||
Business Acquisitions, Purchase Price Allocation, Year of Acquisition, Net Effect on Income (in Dollars) | $ 155,000 |
BUSINESS ACQUISITIONS (Detail41
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Aggregate Consideration - Iron Protection Group [Member] | 12 Months Ended |
Dec. 31, 2015USD ($) | |
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Aggregate Consideration [Line Items] | |
Aggregate Consideration | $ 1,887,000 |
Common Stock [Member] | |
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Aggregate Consideration [Line Items] | |
Aggregate Consideration | 1,054,000 |
IPG $4.50 Warrants [Member] | |
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Aggregate Consideration [Line Items] | |
Aggregate Consideration | 421,000 |
IPG $5.00 Warrants [Member] | |
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Aggregate Consideration [Line Items] | |
Aggregate Consideration | $ 412,000 |
BUSINESS ACQUISITIONS (Detail42
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Purchase Price Allocation - Iron Protection Group [Member] | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Intangible assets: | |
Finite-lived Intangible Assets Acquired | $ 1,887,000 |
Goodwill | 187,000 |
Customer Relationships [Member] | |
Intangible assets: | |
Finite-lived Intangible Assets Acquired | 1,000,000 |
Marketing-Related Intangible Assets [Member] | |
Intangible assets: | |
Finite-lived Intangible Assets Acquired | 200,000 |
Noncompete Agreements [Member] | |
Intangible assets: | |
Finite-lived Intangible Assets Acquired | $ 500,000 |
BUSINESS ACQUISITIONS (Detail43
BUSINESS ACQUISITIONS (Details) - IPG Acquisition, Pro Forma Effects - Iron Protection Group [Member] | 12 Months Ended |
Dec. 31, 2015USD ($)$ / shares | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |
Total net revenues | $ 2,132,724 |
Net loss | $ (8,733,016) |
Basic and diluted (in Dollars per share) | $ / shares | $ (0.60) |
BUSINESS ACQUISITIONS (Detail44
BUSINESS ACQUISITIONS (Details) - Chiefton Acquisition, Aggregate Consideration - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Dec. 31, 2015 |
BUSINESS ACQUISITIONS (Details) - Chiefton Acquisition, Aggregate Consideration [Line Items] | ||||
Cash | $ 252,538 | $ 773,795 | $ 1,064,606 | $ 58,711 |
Common stock | $ (20,883) | $ (17,129) | (14,915) | |
Chiefton Acquisition [Member] | ||||
BUSINESS ACQUISITIONS (Details) - Chiefton Acquisition, Aggregate Consideration [Line Items] | ||||
Cash | 12,249 | |||
Common stock | 69,400 | |||
Aggregate consideration | $ 81,649 |
BUSINESS ACQUISITIONS (Detail45
BUSINESS ACQUISITIONS (Details) - Chiefton Acquisition, Purchase Price Allocation - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Business Combination Segment Allocation [Line Items] | |||
Inventory | $ 30,443 | $ 7,981 | |
Chiefton Acquisition [Member] | |||
Business Combination Segment Allocation [Line Items] | |||
Inventory | $ 12,249 | ||
Intangible assets – Chiefton brand and graphic designs | 69,400 | ||
$ 81,649 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Jan. 31, 2014 | |
ACCOUNTS RECEIVABLE (Details) [Line Items] | |||
Accounts Receivable, Related Parties, Current | $ 75,000 | ||
Line of Credit Facility, Increase, Accrued Interest | $ 2,202 | ||
Line of Credit Facility, Interest Rate During Period | 14.00% | ||
Line of Credit Facility, Expiration Date | May 30, 2017 | ||
Interest Payable | $ 14,171 | $ 2,202 | |
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 8.50% | |
Debt Instrument, Maturity Date | May 30, 2017 | ||
Debt Instrument, Face Amount | $ 170,000 | ||
Directly Loaned [Member] | |||
ACCOUNTS RECEIVABLE (Details) [Line Items] | |||
Debt Instrument, Face Amount | $ 101,500 | ||
Acquisition of GC Finance Arizona [Member] | |||
ACCOUNTS RECEIVABLE (Details) [Line Items] | |||
Debt Instrument, Face Amount | 825,000 | ||
Long-term Debt, Fair Value | $ 106,000 |
ACCOUNTS RECEIVABLE (Details) -
ACCOUNTS RECEIVABLE (Details) - Schedule of Accounts Receivable - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Accounts Receivable [Abstract] | ||
Accounts receivable | $ 225,314 | $ 133,692 |
Less: Allowance for doubtful accounts | (43,100) | (9,139) |
Total | $ 182,214 | $ 124,553 |
ACCOUNTS RECEIVABLE (Details)48
ACCOUNTS RECEIVABLE (Details) - Schedule of Account Receivable, Future Minimum Payments | Dec. 31, 2016USD ($) |
Schedule of Account Receivable, Future Minimum Payments [Abstract] | |
2,017 | $ 112,753 |
2,018 | 115,008 |
2,019 | 117,308 |
2,020 | 119,655 |
2,021 | 126,548 |
$ 591,272 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Property, Plant and Equipment [Abstract] | ||
Accumulated Depreciation, Depletion and Amortization, Sale or Disposal of Property, Plant and Equipment | $ 51,913 | $ 38,355 |
PROPERTY AND EQUIPMENT (Detai50
PROPERTY AND EQUIPMENT (Details) - Schedule of Property, Plant, and Equipment - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Property, Plant, and Equipment [Abstract] | |||
Land | $ 812,340 | $ 812,340 | |
Buildings | 871,767 | 871,767 | |
Leasehold improvements | 41,534 | 41,534 | |
Furniture, fixtures and equipment | 107,741 | 66,044 | |
1,833,382 | 1,791,685 | ||
Less: Accumulated depreciation | (118,579) | (66,417) | |
$ 1,706,035 | $ 1,714,803 | $ 1,725,268 |
INTANGIBLE ASSETS AND GOODWIL51
INTANGIBLE ASSETS AND GOODWILL (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Disclosure Text Block [Abstract] | ||||||
Amortization | $ 23,888 | $ 86,044 | $ 41,095 | $ 256,259 | $ 342,302 | $ 244,473 |
Goodwill | $ 187,000 | |||||
Impairment of Intangible Assets, Finite-lived | $ 1,344,242 |
INTANGIBLE ASSETS AND GOODWIL52
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,769,400 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 244,473 | ||
Finite-Lived Intangible Assets, Net | 1,524,927 | $ 139,288 | |
Intellectual Property [Member] | |||
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 69,400 | 69,400 | |
Finite-Lived Intangible Assets, Accumulated Amortization | 44,017 | 9,222 | |
Finite-Lived Intangible Assets, Net | $ 25,383 | $ 60,178 | |
Finite-Lived Intangible Asset, Useful Life | 2 years | 2 years | |
Customer Relationships [Member] | |||
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 1,000,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 76,712 | ||
Finite-Lived Intangible Assets, Net | $ 923,288 | ||
Finite-Lived Intangible Asset, Useful Life | 10 years | ||
Marketing-Related Intangible Assets [Member] | |||
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 200,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 30,685 | ||
Finite-Lived Intangible Assets, Net | $ 169,315 | ||
Finite-Lived Intangible Asset, Useful Life | 5 years | ||
Noncompete Agreements [Member] | |||
INTANGIBLE ASSETS AND GOODWILL (Details) - Schedule of Stockholders' Equity, Warrants or Rights [Line Items] | |||
Finite-Lived Intangible Assets, Gross | $ 500,000 | ||
Finite-Lived Intangible Assets, Accumulated Amortization | 127,854 | ||
Finite-Lived Intangible Assets, Net | $ 372,146 | ||
Finite-Lived Intangible Asset, Useful Life | 3 years |
DEBT (Details) - Infinity Note
DEBT (Details) - Infinity Note - USD ($) | Jul. 01, 2015 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2014 |
DEBT (Details) - Infinity Note [Line Items] | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 14.00% | 8.50% | ||||||
Repayments of Notes Payable | $ 917,307 | $ 917,307 | $ 6,337 | ||||||
Interest Expense | $ 81,563 | $ 5,276,550 | $ 240,380 | $ 5,381,125 | 5,476,084 | 300,669 | |||
Infinity Capital [Member] | |||||||||
DEBT (Details) - Infinity Note [Line Items] | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | ||||||||
Repayments of Notes Payable | $ 309,000 | ||||||||
Interest Expense | $ 61,000 | $ 60,000 |
DEBT (Details) - 12% Notes
DEBT (Details) - 12% Notes - USD ($) | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Jan. 31, 2014 |
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Convertible Debt | $ 50,000 | |||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 14.00% | 8.50% | |||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 100,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.78 | |||||||
Debt Conversion, Converted Instrument, Amount | $ 550,000 | |||||||
Debt Instrument, Unamortized Discount | $ 800,318 | $ 800,318 | 1,934,750 | $ 279,435 | ||||
Interest Expense | $ 81,563 | $ 5,276,550 | 240,380 | $ 5,381,125 | 5,476,084 | $ 300,669 | ||
12% September 2016 [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Convertible Debt | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | |||||
Debt Instrument, Minimum Interest Payment Period | 1 year | |||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 9,000,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||
Proceeds from Secured Notes Payable | 2,450,000 | |||||||
Extinguishment of Debt, Amount | $ 1,728,280 | 1,728,280 | ||||||
Debt Instrument, Unamortized Discount | 2,450,000 | |||||||
Interest Expense | $ 5,189,000 | |||||||
12% September 2016 [Member] | Default [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | 18.00% | 18.00% | |||||
10% Convertible Note [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||
The Greenhouse [Member] | 14% Convertible Note [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | |||||||
Debt Conversion, Converted Instrument, Amount | $ 250,000 | |||||||
Group A [Member] | 12% September 2016 [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,500,000 | |||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.35 | |||||||
Group B [Member] | 12% September 2016 [Member] | ||||||||
DEBT (Details) - 12% Notes [Line Items] | ||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,500,000 | |||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.70 |
DEBT (Details) - 8% Notes
DEBT (Details) - 8% Notes | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
DEBT (Details) - 8% Notes [Line Items] | |
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 8.00% |
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | shares | 100,000 |
Investment Warrants, Exercise Price (in Dollars per share) | $ / shares | $ 0.78 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years |
Convertible Debt | $ 50,000 |
Convertible Debt, Fair Value Disclosures | 31,100 |
Board Member [Member] | |
DEBT (Details) - 8% Notes [Line Items] | |
Convertible Debt | $ 25,000 |
DEBT (Details) - 10% Notes
DEBT (Details) - 10% Notes - USD ($) | Dec. 31, 2016 | Sep. 21, 2016 | Jun. 03, 2016 | May 04, 2015 | May 01, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2015 | Jan. 31, 2014 |
DEBT (Details) - 10% Notes [Line Items] | ||||||||||||||||
Repayments of Convertible Debt | $ 153,189 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 550,000 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 14.00% | 8.50% | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | |||||||||||||||
Interest Expense | $ 81,563 | $ 5,276,550 | $ 240,380 | $ 5,381,125 | $ 5,476,084 | $ 300,669 | ||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 100,000 | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.50% | 0.92% | 0.60% | 0.60% | 0.60% | 1.50% | ||||||||||
Fair Value Assumptions, Expected Volatility Rate | 153.00% | 146.00% | 133.00% | 133.00% | 129.00% | 128.00% | ||||||||||
10% Convertible Note [Member] | ||||||||||||||||
DEBT (Details) - 10% Notes [Line Items] | ||||||||||||||||
Repayments of Convertible Debt | 359,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 10.00% | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | 18 months | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 1.07 | $ 1.08 | ||||||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 659,000 | |||||||||||||||
Fair Value Assumptions, Risk Free Interest Rate | 1.20% | |||||||||||||||
Fair Value Assumptions, Expected Volatility Rate | 151.00% | |||||||||||||||
Extinguishment of Debt, Amount | $ 358,000 | |||||||||||||||
Class of Warrant or Right, Expense or Revenue Recognized | $ 84,000 | |||||||||||||||
Infinity Capital [Member] | ||||||||||||||||
DEBT (Details) - 10% Notes [Line Items] | ||||||||||||||||
Debt Conversion, Converted Instrument, Amount | $ 309,000 | |||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||||||||||||
Interest Expense | $ 51,239 | $ 26,540 | ||||||||||||||
Infinity Capital [Member] | 10% Convertible Note [Member] | ||||||||||||||||
DEBT (Details) - 10% Notes [Line Items] | ||||||||||||||||
Repayments of Convertible Debt | $ 347,000 | |||||||||||||||
Additional Collateral, Aggregate Fair Value | 309,000 | |||||||||||||||
Interest Expense | $ 22,500 | $ 14,000 |
DEBT (Details) - 14% Greenhouse
DEBT (Details) - 14% Greenhouse Mortgage - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Sep. 30, 2016 | Jul. 29, 2015 | Oct. 30, 2014 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Jan. 31, 2014 | |
DEBT (Details) - 14% Greenhouse Mortgage [Line Items] | |||||||
Repayments of Convertible Debt | $ 153,189 | ||||||
Debt Conversion, Converted Instrument, Amount | $ 550,000 | ||||||
Amortization of Debt Discount (Premium) | $ 1,134,432 | $ 327,455 | |||||
Convertible Debt | $ 50,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 8.50% | |||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.78 | ||||||
The Greenhouse [Member] | 14% Convertible Note [Member] | |||||||
DEBT (Details) - 14% Greenhouse Mortgage [Line Items] | |||||||
Repayments of Convertible Debt | 350,000 | ||||||
Debt Conversion, Converted Instrument, Amount | 250,000 | ||||||
Amortization of Debt Discount (Premium) | $ 13,280 | ||||||
Convertible Debt | $ 600,000 | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | ||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 225,000 | 600,000 | |||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 1.20 | $ 4.40 |
DEBT (Details) - 8.5% Pueblo Mo
DEBT (Details) - 8.5% Pueblo Mortgage - USD ($) | 1 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2017 | Jan. 31, 2014 | |
Debt Disclosure [Abstract] | |||
Repayments of Convertible Debt | $ 153,189 | ||
Debt Instrument, Face Amount | $ 170,000 | ||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 8.50% | |
Debt Instrument, Monthly Payment | $ 1,674 | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 5 |
DEBT (Details) - 12% Convertibl
DEBT (Details) - 12% Convertible Notes - USD ($) | 12 Months Ended | |||||
Dec. 31, 2015 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | |
DEBT (Details) - 12% Convertible Notes [Line Items] | ||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 8.50% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 5 | |||||
Debt Instrument, Unamortized Discount | $ 279,435 | $ 800,318 | $ 1,934,750 | |||
Convertible Debt | 50,000 | |||||
12% Convertible Notes [Member] | ||||||
DEBT (Details) - 12% Convertible Notes [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 321,123 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 64,225 | |||||
Debt Instrument, Convertible, Terms of Conversion Feature | The December 2013 Issuance and the January 2014 Issuance (collectively, the “12% Convertible Notes”) included a provision that if the trading stock price exceeded $10 for twenty consecutive trading days and the daily volume for those twenty consecutive trading days exceeds 25,000 shares, then the 12% Convertible Notes convert into shares of our common stock on or after December 1, 2015. | |||||
Debt Instrument, Convertible, Threshold Trading Volumne (in Shares) | 25,000 | |||||
Debt Instrument Individual Principal Amount | $ 1,605,000 | |||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | ||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 5 | $ 5 | ||||
Debt Instrument, Unamortized Discount | $ 2,450,000 | $ 1,605,000 | ||||
Convertible Debt | $ 3,451,376 | 4,120,126 | ||||
Minimum [Member] | 12% Convertible Notes [Member] | ||||||
DEBT (Details) - 12% Convertible Notes [Line Items] | ||||||
Debt Instrument Individual Principal Amount | 10,000 | $ 10,000 | ||||
Maximum [Member] | 12% Convertible Notes [Member] | ||||||
DEBT (Details) - 12% Convertible Notes [Line Items] | ||||||
Debt Instrument Individual Principal Amount | $ 200,000 | $ 150,000 | ||||
Automatic Conversion [Member] | 12% Convertible Notes [Member] | ||||||
DEBT (Details) - 12% Convertible Notes [Line Items] | ||||||
Debt Conversion, Original Debt, Amount | $ 1,330,000 | |||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 266,000 |
DEBT (Details)
DEBT (Details) - USD ($) | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Feb. 28, 2015 | Dec. 31, 2014 | Jan. 31, 2014 | Dec. 31, 2013 |
DEBT (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 14.00% | 14.00% | 8.50% | ||||||||
Debt Instrument, Maturity Date | May 30, 2017 | ||||||||||
Interest Expense | $ 81,563 | $ 5,276,550 | $ 240,380 | $ 5,381,125 | $ 5,476,084 | $ 300,669 | |||||
Convertible Debt | $ 50,000 | ||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 100,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.78 | ||||||||||
Debt Conversion, Converted Instrument, Amount | $ 550,000 | ||||||||||
Debt Instrument, Unamortized Discount | 800,318 | $ 800,318 | 1,934,750 | 279,435 | |||||||
12% Convertible Notes [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | |||||||||
Debt Instrument, Maturity Date | Sep. 21, 2018 | ||||||||||
Interest Expense | 5,189,000 | ||||||||||
Convertible Debt | $ 3,451,376 | $ 3,451,376 | $ 4,120,126 | ||||||||
Debt Instrument, Unamortized Discount | 2,450,000 | $ 1,605,000 | |||||||||
12% September 2016 [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 12.00% | 12.00% | 12.00% | ||||||||
Interest Expense | 5,189,000 | ||||||||||
Convertible Debt | $ 3,000,000 | $ 3,000,000 | $ 3,000,000 | ||||||||
Debt Insturment, Minimum Interest Payment Period | 1 year | ||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 9,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||
Warrant Call Threshold, Stock Price (in Shares) | 5 | ||||||||||
Warrant Call Threshold, Consecutive Days | 10 days | ||||||||||
Proceeds from Secured Notes Payable | 2,450,000 | ||||||||||
Extinguishment of Debt, Amount | $ 1,728,280 | 1,728,280 | |||||||||
Debt Instrument, Unamortized Discount | $ 2,450,000 | ||||||||||
12% September 2016 [Member] | 12% Convertible Notes [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 9,000,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 3 years | ||||||||||
Proceeds from Secured Notes Payable | $ 2,450,000 | ||||||||||
12% September 2016 [Member] | 12% Convertible Notes [Member] | Default [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 18.00% | 18.00% | |||||||||
Infinity Capital [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | ||||||||||
Debt Instrument, Maturity Date | Aug. 31, 2015 | ||||||||||
Interest Expense | $ 51,239 | $ 26,540 | |||||||||
Accrued Liabilities, Current | $ 51,239 | $ 51,239 | |||||||||
Debt Conversion, Converted Instrument, Amount | $ 309,000 | ||||||||||
Warrants 1 [Member] | 12% September 2016 [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,500,000 | ||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.35 | ||||||||||
Warrants 2 [Member] | 12% September 2016 [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | 4,500,000 | ||||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.70 | ||||||||||
10% Private Placement [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 300,000 | ||||||||||
14% Mortgage [Member] | The Greenhouse [Member] | |||||||||||
DEBT (Details) [Line Items] | |||||||||||
Debt Conversion, Converted Instrument, Amount | $ 250,000 |
DEBT (Details) - Line of Credit
DEBT (Details) - Line of Credit – Related Party - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
Notes payable | $ 2,750,000 | $ 1,417,307 | ||
Unamortized debt discount | $ (800,318) | (1,934,750) | (279,435) | |
815,250 | 1,137,872 | |||
Less: Current portion | (986,475) | |||
Long-term portion | 1,280,932 | 815,250 | 151,397 | |
12% Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 2,081,250 | 2,750,000 | ||
Unamortized debt discount | $ (2,450,000) | $ (1,605,000) | ||
10% Convertible Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 659,000 | |||
The Greenhouse [Member] | 14% Convertible Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | 600,000 | |||
Pueblo West Property [Member] | 8.5% Convertible [Member] | ||||
Debt Instrument [Line Items] | ||||
Notes payable | $ 158,307 |
ACCRUED STOCK PAYABLE (Details)
ACCRUED STOCK PAYABLE (Details) - USD ($) | Aug. 04, 2016 | Aug. 04, 2015 | Jul. 15, 2015 | May 13, 2015 | Dec. 12, 2014 | Aug. 04, 2014 | Aug. 04, 2014 | Dec. 31, 2015 | Dec. 31, 2016 | Sep. 21, 2016 | May 04, 2015 | May 01, 2015 | Apr. 27, 2015 | Dec. 31, 2014 |
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Related Party Transaction, Terms and Manner of Settlement | On August 4, 2014, we entered into an agreement with Michael Feinsod in consideration for serving as Executive Chairman of the Board and as a member of the Board and pursuant to the terms of the Executive Board and Director Agreement (the “Feinsod Agreement”).  The Board approved the issuance to Infinity Capital of (a) 200,000 shares of our common stock on August 4, 2014; (b) 1,000,000 shares of our common stock upon the uplisting of our common stock to the OTC Market’s OTCQB; (c) 150,000 shares of our common stock on August 4, 2015; and (d) 150,000 shares of our common stock on August 4, 2016.  Mr. Feinsod must remain a member of the Board in order for the common stock to be issued.  In addition, the Feinsod Agreement required the issuance of a number of shares of our common stock to Infinity Capital equal to 10% of any new issuances not to exceed 600,000 shares of our common stock in the aggregate during the time that Mr. Feinsod remains a member of the Board (the “New Issuance Allowance”).  Under the terms of the Feinsod Agreement, the New Issuance Allowance would not be triggered upon issuances relating to convertible securities existing as of the date of the Feinsod Agreement.  For illustrative purposes, if we issue 7,000,000 new shares of common stock, then the New Issuance Allowance issued to Infinity Capital would be capped at 600,000 shares of our common stock.  No shares have been issued under the New Issuance Allowance. | |||||||||||||
Class of Warrant or Right, Outstanding | 2,322,700 | 9,783,343 | ||||||||||||
Share Price (in Dollars per share) | $ 3.20 | $ 1.20 | $ 3.50 | $ 3.75 | $ 5.02 | |||||||||
Feinsod Agreement [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 150,000 | 150,000 | 200,000 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 5.20 | $ 5.20 | $ 4.42 | |||||||||||
Share Price Discount | 15.00% | 15.00% | ||||||||||||
Feinsod Agreement [Member] | Upon Uplisting To OTCQB [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 1,000,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 2.97 | $ 3.49 | ||||||||||||
Share Price Discount | 15.00% | |||||||||||||
Architectural Services [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 50,000 | |||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 4.40 | |||||||||||||
Class of Warrant or Right, Outstanding | 150,000 | |||||||||||||
Employee Agreements [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 100,000 | |||||||||||||
Share Price Discount | 15.00% | |||||||||||||
Share Price (in Dollars per share) | $ 3.11 | |||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 50,000 | |||||||||||||
Employee Agreements [Member] | Scenario, Adjustment [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Value, Restricted Stock Award, Gross (in Dollars) | $ 264,350 | |||||||||||||
Consulting Agreement [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 50,000 | |||||||||||||
Maximum [Member] | Feinsod Agreement [Member] | ||||||||||||||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||||||||||||||
Stock Issued During Period, Shares, Issued for Services | 600,000 |
ACCRUED STOCK PAYABLE (Detail63
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Value | $ 1,532,420 | $ 524,042 | |
Intangible Assets, Shares (in Shares) | 730,000 | 350,000 | |
Intangible Assets, Issued, Value | $ (155,000) | ||
Intangible Assets, Issued, Shares (in Shares) | 104,359 | ||
Intangible Assets, Value | $ 1,532,420 | ||
Intangible Assets, Shares (in Shares) | 730,000 | ||
Architectural Services [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (114,693) | ||
Intangible Assets, Issued, Shares (in Shares) | (50,000) | ||
IPG [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (843,200) | $ (210,800) | |
Intangible Assets, Issued, Shares (in Shares) | (400,000) | (100,000) | |
Intangible Assets, Accrued, Value | $ 1,054,000 | ||
Intangible Assets, Accrued, Shares (in Shares) | 500,000 | ||
Chiefton Acquisition [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (69,400) | ||
Intangible Assets, Issued, Shares (in Shares) | (80,000) | ||
Intangible Assets, Accrued, Value | $ 69,400 | ||
Intangible Assets, Accrued, Shares (in Shares) | 80,000 | ||
Feinsod Agreement [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (663,000) | $ (663,000) | |
Intangible Assets, Issued, Shares (in Shares) | (150,000) | (150,000) | |
Intangible Assets, Accrued, Value | $ 192,800 | $ 723,851 | |
Employee Agreements [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (132,175) | ||
Intangible Assets, Issued, Shares (in Shares) | (50,000) | ||
Intangible Assets, Accrued, Value | $ 567 | $ 131,608 | |
Intangible Assets, Accrued, Shares (in Shares) | 50,000 | ||
Consulting [Member] | |||
ACCRUED STOCK PAYABLE (Details) - Changes in Accrued Common Stock Payable [Line Items] | |||
Intangible Assets, Issued, Value | $ (25,000) | ||
Intangible Assets, Issued, Shares (in Shares) | (50,000) | ||
Intangible Assets, Accrued, Value | $ 6,988 | $ 18,012 | |
Intangible Assets, Accrued, Shares (in Shares) | 50,000 |
DERIVATIVE WARRANT LIABILITY (D
DERIVATIVE WARRANT LIABILITY (Details) - USD ($) | May 04, 2015 | May 01, 2015 | Jan. 21, 2015 | Sep. 24, 2014 | Jan. 21, 2014 | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 21, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
DERIVATIVE WARRANT LIABILITY (Details) [Line Items] | ||||||||||
Warrants to purchase | 100,000 | |||||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 0.78 | |||||||||
Common Stock, Shares, Issued | 20,881,605 | 17,128,778 | 14,915,421 | |||||||
Proceeds from Warrant Exercises (in Dollars) | $ 668,750 | $ 250,000 | ||||||||
Share Price (in Dollars per share) | $ 3.50 | $ 3.75 | $ 3.20 | $ 1.20 | $ 5.02 | |||||
Series C Warrants [Member] | Full Circle [Member] | ||||||||||
DERIVATIVE WARRANT LIABILITY (Details) [Line Items] | ||||||||||
Derivative, Fixed Interest Rate | 12.00% | |||||||||
Fully-vested Warrants (in Dollars) | $ 500,000 | |||||||||
Warrants to purchase | 1,215,000 | 1,400,000 | 1,000,000 | |||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ 4 | $ 5.50 | ||||||||
Common Stock, Shares, Issued | 25,000 | 100,000 | 660,263 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 160,000 | |||||||||
Proceeds from Warrant Exercises (in Dollars) | $ 100,000 | |||||||||
Share Price (in Dollars per share) | $ 4 | |||||||||
8111 Services, Legal Services [Member] | Series C Warrants [Member] | Full Circle [Member] | ||||||||||
DERIVATIVE WARRANT LIABILITY (Details) [Line Items] | ||||||||||
Proceeds from Issuance of Debt (in Dollars) | $ 100,000 |
DERIVATIVE WARRANT LIABILITY 65
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value | Dec. 31, 2016$ / shares | Sep. 21, 2016$ / shares | May 04, 2015$ / shares | May 01, 2015$ / shares | Dec. 31, 2014$ / shares | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value [Abstract] | ||||||||
Current stock price (in Dollars per share) | $ 3.20 | $ 1.20 | $ 3.50 | $ 3.75 | $ 5.02 | |||
Risk-free interest rate | 1.50% | 0.92% | 0.60% | 0.60% | 0.60% | 1.50% | ||
Expected term (in years) | 2 years 255 days | 3 years | 1 year 292 days | 1 year 292 days | 3 years | 2 years | ||
Expected volatility | 153.00% | 146.00% | 133.00% | 133.00% | 129.00% | 128.00% | ||
Early exercise factor | 1.33 | 1.33 | 1.33 | |||||
Number of iterations | 5 | 5 | 5 | 5 | 5 |
DERIVATIVE WARRANT LIABILITY 66
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Fair Value - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2017 | |
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Fair Value [Line Items] | |||||
Extinguishment of debt | $ (1,728,280) | $ (2,086,280) | $ (2,170,280) | ||
Interest expense | $ 5,189,000 | 5,189,000 | |||
Debt discount | 1,934,750 | $ 279,435 | $ 800,318 | ||
Initial fair value of warrants issued | $ 55,100 | ||||
Derivative Warrant Liability [Member] | |||||
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Fair Value [Line Items] | |||||
Extinguishment of debt | 1,715,000 | ||||
Interest expense | 5,189,000 | ||||
Debt discount | 2,450,000 | ||||
Initial fair value of warrants issued | $ 9,354,000 |
DERIVATIVE WARRANT LIABILITY 67
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Gain (Loss) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule of Derivative Warrant Liability Gain (Loss) [Abstract] | ||
Balance | $ 23,120,000 | |
Initial fair value of warrants issued | $ 9,354,000 | |
Increase in fair value | (10,580,000) | 17,284,000 |
Reclassification to additional paid-in capital upon exercise of warrants | (7,301,000) | (3,518,000) |
Balance | $ 5,239,000 | $ 23,120,000 |
DERIVATIVE WARRANT LIABILITY 68
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Gain (Loss) and Cumulative Expense - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Derivative Instruments, Gain (Loss) [Line Items] | |||
Balance | $ 23,120,000 | ||
Reclassification to additional paid-in capital upon exercise of warrants | (7,301,000) | $ (3,518,000) | |
Balance | $ 5,239,000 | 23,120,000 | |
Derivative Warrant Liability [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Balance | $ 3,893,904 | ||
Increase in the fair value of warrant liability | 14,010 | ||
Reclassification to additional paid-in capital upon exercise of warrants | (3,683,270) | ||
Gain on settlement of derivative | (224,644) | ||
Cumulative Expense [Member] | |||
Derivative Instruments, Gain (Loss) [Line Items] | |||
Balance | $ 3,183,270 | 3,393,904 | |
Increase in the fair value of warrant liability | 14,010 | ||
Gain on settlement of derivative | (224,644) | ||
Balance | $ 3,183,270 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) | Sep. 16, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)ft² |
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||
Capital | $ 825,000 | ||
Warehouse Supply and Distribution Facility [Member] | |||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||
Area of Real Estate Property (in Square Feet) | ft² | 1,800 | ||
Operating Leases, Rent Expense | 9,900 | $ 9,600 | |
Operating Leases, Future Minimum Payments, Remainder of Fiscal Year | $ 3,400 | ||
DB Option Agreement [Member] | |||
COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||
Right To Purchase, Cost | $ 915,001 | ||
Equity interest | 50.00% | ||
Capital | $ 915,000 |
DEFERRED TAXES (Details) - Sche
DEFERRED TAXES (Details) - Schedule of Deferred Tax Assets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Deferred Tax Assets [Abstract] | ||
Long-lived assets | $ 504,721 | $ (117,808) |
Equity-based instruments | 5,043,533 | 3,594,015 |
Net operating loss carryforwards | 2,761,830 | 1,999,309 |
Deferred tax asset valuation allowance | $ (8,310,084) | $ (5,475,516) |
DEFERRED TAXES (Details) - Sc71
DEFERRED TAXES (Details) - Schedule of Effective Income Tax Rate Reconciliation - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Effective Income Tax Rate Reconciliation [Abstract] | ||
Income tax benefit at statutory rate | $ (11,151,890) | $ (2,987,334) |
State income tax benefit, net of Federal benefit | (1,518,625) | (406,805) |
Amortization of debt discount | 313,871 | 655,669 |
Loss (gain) on derivative | 8,681,320 | (81,368) |
Loss on extinguishment of debt | 838,379 | |
Other | 2,377 | 1,440 |
Valuation allowance | $ 2,834,568 | $ 2,818,398 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - Employee Stock Options - Incentive Plan [Member] - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY (Details) - Employee Stock Options [Line Items] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Description | On October 29, 2014, the Board authorized the adoption of, and on June 26, 2015, our stockholders ratified, our 2014 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants.  In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016.  The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan.Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. | On October 29, 2014, the Board authorized the adoption of and on June 26, 2015, our stockholders ratified our 2014 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants.  In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016.  The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan.Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. | |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | 10,000,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,007,181 | 8,765,045 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 1,255,708 | $ 2,779,686 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 8 months | 6 months | |
Hourly Employee [Member] | |||
STOCKHOLDERS' EQUITY (Details) - Employee Stock Options [Line Items] | |||
Estimated Options Forfeiture Rate | 67.00% | 25.00% | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 80,500 | 282,000 |
STOCKHOLDERS' EQUITY (Details73
STOCKHOLDERS' EQUITY (Details) - Warrants for Consulting Services - $ / shares | Sep. 21, 2016 | Jul. 01, 2016 | Dec. 18, 2015 | Aug. 31, 2015 | Jul. 01, 2015 | Jun. 26, 2015 | Apr. 27, 2015 | Apr. 24, 2015 | Mar. 31, 2016 | Dec. 31, 2016 |
STOCKHOLDERS' EQUITY (Details) - Warrants for Consulting Services [Line Items] | ||||||||||
Warrants to purchase | 100,000 | |||||||||
Exercise Price (in Dollars per share) | $ 0.67 | |||||||||
Warrants, Expiration Period | 5 years | |||||||||
Warrants Consulting Services [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Warrants for Consulting Services [Line Items] | ||||||||||
Warrants to purchase | 20,000 | 35,000 | 7,500 | 5,000 | 25,000 | 25,000 | 20,000 | 20,000 | ||
Exercise Price (in Dollars per share) | $ 1.20 | $ 0.90 | $ 0.60 | $ 1.03 | $ 1.88 | $ 2.10 | $ 3.49 | $ 3.75 | ||
Warrants, Expiration Period | 5 years | 5 years | 3 years | 3 years | 3 years | 3 years | 2 years | 2 years | ||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 1 year | 1 year | 1 year | 1 year | ||||||
Chief Financial Officer [Member] | Warrants Consulting Services [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Warrants for Consulting Services [Line Items] | ||||||||||
Warrants to purchase | 25,000 | |||||||||
Exercise Price (in Dollars per share) | $ 2.10 | |||||||||
Warrants, Expiration Period | 3 years |
STOCKHOLDERS' EQUITY (Details74
STOCKHOLDERS' EQUITY (Details) - DB Option Agreement Warrants - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |||
Warrants to purchase | 100,000 | ||
Exercise Price (in Dollars per share) | $ 0.67 | ||
Warrants, Expiration Period | 5 years | ||
Warrants, Fair Value (in Dollars) | $ 55,100 |
STOCKHOLDERS' EQUITY (Details75
STOCKHOLDERS' EQUITY (Details) - IPG Acquisition Warrants - USD ($) | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY (Details) - IPG Acquisition Warrants [Line Items] | |||
Warrants to purchase | 100,000 | ||
Exercise Price (in Dollars per share) | $ 0.67 | ||
Warrants, Fair Value (in Dollars) | $ 55,100 | ||
IPG $4.50 Warrants [Member] | |||
STOCKHOLDERS' EQUITY (Details) - IPG Acquisition Warrants [Line Items] | |||
Warrants to purchase | 250,000 | ||
Exercise Price (in Dollars per share) | $ 4.50 | ||
Warrants, Fair Value (in Dollars) | $ 421,000 | ||
IPG $5.00 Warrants [Member] | |||
STOCKHOLDERS' EQUITY (Details) - IPG Acquisition Warrants [Line Items] | |||
Warrants to purchase | 250,000 | ||
Exercise Price (in Dollars per share) | $ 5 | ||
Warrants, Fair Value (in Dollars) | $ 412,000 |
STOCKHOLDERS' EQUITY (Details76
STOCKHOLDERS' EQUITY (Details) - 2013 Warrants - $ / shares | 1 Months Ended | 12 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY (Details) - 2013 Warrants [Line Items] | |||
Warrants to purchase | 100,000 | ||
Exercise Price (in Dollars per share) | $ 0.67 | ||
Series A [Member] | |||
STOCKHOLDERS' EQUITY (Details) - 2013 Warrants [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 973,000 | ||
Warrants to purchase | 973,000 | ||
Sale of Stock, Price Per Share (in Dollars per share) | $ 1 | ||
Exercise Price (in Dollars per share) | $ 10 |
STOCKHOLDERS' EQUITY (Details)
STOCKHOLDERS' EQUITY (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other | 175,000 | |
Incentive Plan [Member] | ||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Description | On October 29, 2014, the Board authorized the adoption of, and on June 26, 2015, our stockholders ratified, our 2014 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants.  In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016.  The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan.Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. | On October 29, 2014, the Board authorized the adoption of and on June 26, 2015, our stockholders ratified our 2014 Equity Incentive Plan (the “Incentive Plan”).  The Incentive Plan provides for the issuance of up to 10 million shares of our common stock, and is designed to provide an additional incentive to executives, employees, directors and key consultants, aligning our long term interests with participants.  In April 2016, we filed a Registration Statement on Form S-8 (the “Registration Statement”), which automatically became effective in May 2016.  The Registration Statement relates to 10,000,000 shares of our common stock, which are issuable pursuant to, or upon exercise of, options that have been granted or may be granted under our Incentive Plan.Share-based compensation costs for award grants to employees and directors (“Employee Awards”) are recognized on a straight-line basis over the service period for the entire award, with the amount of compensation cost recognized at any date equaling at least the portion of the award that is vested. |
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Authorized | 10,000,000 | 10,000,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,007,181 | 8,765,045 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options (in Dollars) | $ 1,255,708 | $ 2,779,686 |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 8 months | 6 months |
Consulting Awards [Member] | ||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other | 0 | |
Marketing Services [Member] | ||
STOCKHOLDERS' EQUITY (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other | 8,000 |
STOCKHOLDERS' EQUITY (Details78
STOCKHOLDERS' EQUITY (Details) - Share-based expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 839,322 | $ 872,217 | $ 2,995,251 | $ 1,974,191 | $ 3,752,312 | $ 5,418,672 |
Employee Awards | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 839,322 | 740,844 | 2,969,811 | 1,574,906 | 3,346,692 | 1,500,783 |
Consulting Awards [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 103,869 | $ 25,440 | 151,385 | 150,165 | 77,918 | |
DB Option Agreement [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 55,100 | 55,100 | ||||
Stock Awards [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 200,355 | $ 3,839,971 |
STOCKHOLDERS' EQUITY (Details79
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions - $ / shares | Dec. 31, 2016 | Sep. 21, 2016 | May 04, 2015 | May 01, 2015 | Dec. 31, 2014 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ 1.92 | |||||||||
Stock price (in Dollars per share) | $ 1.92 | |||||||||
Volatility | 145.00% | |||||||||
Risk-free interest rate | 1.50% | 0.92% | 0.60% | 0.60% | 0.60% | 1.50% | ||||
Expected life (years) | 5 years | |||||||||
DB Option Agreement [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Stock price (in Dollars per share) | $ 0.61 | |||||||||
Volatility | 150.00% | |||||||||
Risk-free interest rate | 1.20% | |||||||||
Expected life (years) | 5 years | |||||||||
IPG [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Volatility | 134.00% | |||||||||
Risk-free interest rate | 1.00% | |||||||||
Expected life (years) | 3 years | |||||||||
Warrants with Debt | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Expected life (years) | 1 year 6 months | |||||||||
Minimum [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ 1.34 | $ 2.41 | ||||||||
Stock price (in Dollars per share) | $ 1.34 | $ 2.41 | ||||||||
Volatility | 140.00% | 148.00% | ||||||||
Risk-free interest rate | 1.30% | 1.30% | ||||||||
Expected life (years) | 3 years | 4 years | ||||||||
Minimum [Member] | Employee Awards | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ 0.61 | $ 0.61 | $ 0.60 | |||||||
Stock price (in Dollars per share) | $ 0.63 | $ 0.55 | ||||||||
Volatility | 146.00% | 151.00% | ||||||||
Risk-free interest rate | 0.70% | 0.90% | ||||||||
Expected life (years) | 3 years | 3 years | ||||||||
Minimum [Member] | Consulting Awards [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | 0.60 | $ 0.60 | $ 0.60 | |||||||
Stock price (in Dollars per share) | $ 1.91 | $ 0.52 | ||||||||
Volatility | 146.00% | 150.00% | ||||||||
Risk-free interest rate | 0.80% | 1.10% | ||||||||
Expected life (years) | 2 years | 2 years | ||||||||
Minimum [Member] | Warrants with Debt | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Volatility | 148.00% | 125.00% | ||||||||
Risk-free interest rate | 0.80% | 0.40% | ||||||||
Expected life (years) | 1 year 36 days | |||||||||
Maximum [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ 2.07 | $ 3 | ||||||||
Stock price (in Dollars per share) | $ 2.07 | $ 3 | ||||||||
Volatility | 142.00% | 153.00% | ||||||||
Risk-free interest rate | 1.40% | 1.50% | ||||||||
Expected life (years) | 5 years | 5 years | ||||||||
Maximum [Member] | Employee Awards | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | 3.20 | $ 3.20 | $ 3.75 | |||||||
Stock price (in Dollars per share) | $ 3.20 | $ 3.75 | ||||||||
Volatility | 153.00% | 169.00% | ||||||||
Risk-free interest rate | 1.90% | 2.50% | ||||||||
Expected life (years) | 5 years | 10 years | ||||||||
Maximum [Member] | Consulting Awards [Member] | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Exercise price (in Dollars per share) | $ 1.20 | $ 1.20 | $ 3.75 | |||||||
Stock price (in Dollars per share) | $ 2.33 | $ 0.89 | ||||||||
Volatility | 163.00% | 157.00% | ||||||||
Risk-free interest rate | 1.30% | 1.30% | ||||||||
Expected life (years) | 4 years 292 days | 3 years | ||||||||
Maximum [Member] | Warrants with Debt | ||||||||||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Fair Value Assumptions [Line Items] | ||||||||||
Volatility | 158.00% | 132.00% | ||||||||
Risk-free interest rate | 1.20% | 0.50% | ||||||||
Expected life (years) | 5 years |
STOCKHOLDERS' EQUITY (Details80
STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity, Warrants or Rights - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Employee Awards | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding, Number of Shares | 8,818,400 | 8,818,400 | 2,509,000 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 1.04 | $ 1.04 | $ 1.49 | ||
Outstanding, Weighted-average Remaining Contractual Term | 2 years 73 days | 2 years 219 days | |||
Outstanding, Aggregate Intrinsic Value | $ 19,191,000 | ||||
Exercisable, Number of Shares | 7,984,960 | 1,985,500 | 7,984,960 | 1,985,500 | |
Exercisable, Weighted-average Exercise Price per Share | $ 1 | $ 1.50 | $ 1 | $ 1.50 | |
Exercisable, Weighted-average Remaining Contractual Term | 1 year 328 days | 2 years 36 days | |||
Exercisable, Aggregate Intrinsic Value | $ 3,480,675 | $ 3,480,675 | |||
Granted, Number of Shares | 1,116,400 | 6,826,000 | 2,662,000 | ||
Granted, Weighted-average Exercise Price per Share | $ 1.78 | $ 0.87 | $ 1.54 | ||
Exercised, Number of Shares | (367,240) | (153,000) | |||
Exercised, Weighted-average Exercise Price per Share | $ 1.09 | $ 1 | |||
Forfeited, Number of Shares | (554,050) | (363,600) | (153,000) | ||
Forfeited, Weighted-average Exercise Price per Share | $ 0.75 | $ 0.97 | $ 2.39 | ||
Outstanding, Number of Shares | 9,013,510 | 8,818,400 | 9,013,510 | 8,818,400 | 2,509,000 |
Outstanding, Weighted-average Exercise Price per Share | $ 1.14 | $ 1.04 | $ 1.14 | $ 1.04 | $ 1.49 |
Outstanding, Aggregate Intrinsic Value | $ 6,211,944 | $ 19,191,000 | $ 6,211,944 | $ 19,191,000 | |
Consulting Awards [Member] | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding, Number of Shares | 157,500 | 252,500 | 150,000 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 1.96 | $ 3.62 | $ 4.40 | ||
Outstanding, Weighted-average Remaining Contractual Term | 2 years | ||||
Outstanding, Aggregate Intrinsic Value | $ 211,350 | ||||
Exercisable, Number of Shares | 157,500 | 157,500 | |||
Exercisable, Weighted-average Exercise Price per Share | $ 1.96 | $ 1.96 | |||
Exercisable, Weighted-average Remaining Contractual Term | 2 years | ||||
Exercisable, Aggregate Intrinsic Value | $ 211,350 | $ 211,350 | |||
Granted, Number of Shares | 55,000 | 127,500 | |||
Granted, Weighted-average Exercise Price per Share | $ 1.01 | $ 2.40 | |||
Forfeited, Number of Shares | (150,000) | (25,000) | |||
Forfeited, Weighted-average Exercise Price per Share | $ 4.40 | $ 2.10 | |||
Outstanding, Number of Shares | 157,500 | 157,500 | 252,500 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 1.96 | $ 1.96 | $ 3.62 | ||
Outstanding, Aggregate Intrinsic Value | $ 211,350 | $ 211,350 | |||
Warrants with Debt | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding, Number of Shares | 9,025,843 | 597,200 | 642,700 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 0.63 | $ 1.41 | $ 4.44 | ||
Outstanding, Weighted-average Remaining Contractual Term | 2 years 328 days | ||||
Outstanding, Aggregate Intrinsic Value | $ 26,630,710 | ||||
Exercisable, Number of Shares | 9,025,843 | 9,025,843 | |||
Exercisable, Weighted-average Exercise Price per Share | $ 0.63 | $ 0.63 | |||
Exercisable, Weighted-average Remaining Contractual Term | 2 years 328 days | ||||
Exercisable, Aggregate Intrinsic Value | $ 26,630,710 | $ 26,630,710 | |||
Granted, Number of Shares | 9,759,000 | 554,500 | |||
Granted, Weighted-average Exercise Price per Share | $ 0.58 | $ 1.13 | |||
Exercised, Number of Shares | (3,377,587) | (1,330,357) | |||
Exercised, Weighted-average Exercise Price per Share | $ 0.59 | $ 0.53 | |||
Forfeited, Number of Shares | (28,126) | (600,000) | |||
Forfeited, Weighted-average Exercise Price per Share | $ 1.20 | $ 4.40 | |||
Outstanding, Number of Shares | 9,025,843 | 9,025,843 | 597,200 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 0.63 | $ 0.63 | $ 1.41 | ||
Outstanding, Aggregate Intrinsic Value | $ 26,630,710 | $ 26,630,710 |
NET LOSS PER SHARE (Details) -
NET LOSS PER SHARE (Details) - Schedule of Dilutive Effect on Earnings Per Share - shares | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of Dilutive Effect on Earnings Per Share [Abstract] | ||
Stock options | 8,818,400 | 2,509,000 |
Warrants | 9,783,343 | 2,322,700 |
Common stock upon conversion of debt | 31,661 | |
Stock payable | 630,000 | |
18,601,743 | 5,493,361 |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Oct. 09, 2017USD ($)$ / sharesshares | Oct. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Jan. 31, 2017USD ($)shares | Sep. 30, 2017USD ($) | Dec. 31, 2016USD ($)$ / sharesshares | Jan. 31, 2014USD ($) |
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 170,000 | ||||||
Debt Instrument, Maturity Date | May 30, 2017 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | shares | 100,000 | ||||||
Proceeds from Warrant Exercises | $ 668,750 | $ 250,000 | |||||
Investment Warrants, Exercise Price (in Dollars per share) | $ / shares | $ 0.78 | ||||||
Proceeds from Issuance of Common Stock | $ 175,000 | ||||||
12% Warrants [Member] | |||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued (in Shares) | shares | 2,082,143 | ||||||
Proceeds from Warrant Exercises | $ 495,625 | ||||||
Reduction of Principal | 668,750 | ||||||
DB Arizona [Member] | |||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Debt Instrument, Face Amount | $ 26,500 | ||||||
Debt Instrument, Interest Rate During Period | 14.00% | ||||||
Debt Instrument, Maturity Date | May 30, 2017 | ||||||
Subsequent Event [Member] | 2017 Units [Member] | |||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Proceeds from Warrant Exercises | $ 210,000 | ||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ / shares | $ 1 | ||||||
Debt Instrument, Convertible, Conversion Ratio | 1 | ||||||
Investment Warrants, Exercise Price (in Dollars per share) | $ / shares | $ 0.50 | ||||||
Investment Warrants, Duration | 2 years | ||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 1,000,000 | ||||||
Proceeds from Issuance of Common Stock | $ 975,000 | $ 175,000 | |||||
Stock Issued During Period, Shares, Conversion of Units (in Shares) | shares | 600,000 | ||||||
Subsequent Event [Member] | 12% Convertible Notes [Member] | 2017 Units [Member] | |||||||
SUBSEQUENT EVENTS (Details) [Line Items] | |||||||
Repayments of Debt | $ 25,000 | $ 210,000 |
SEGMENT INFORMATION (Details) -
SEGMENT INFORMATION (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 979,991 | $ 810,380 | $ 2,532,701 | $ 2,204,434 | $ 2,981,982 | $ 1,762,978 |
Costs and expenses | (3,228,559) | (2,054,326) | ||||
Interest expense | (8,669) | (12,587) | ||||
Total | (255,246) | (303,935) | ||||
Corporate expenses | (32,544,431) | (8,482,342) | ||||
Net Loss | (32,799,677) | (8,786,277) | ||||
Security and Cash Management [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 533,065 | 560,713 | 1,322,509 | 1,599,907 | 2,232,915 | 1,490,832 |
Costs and expenses | (2,253,194) | (1,611,201) | ||||
Total | (20,279) | (120,369) | ||||
Marketing and Products [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 49,394 | 106,402 | 163,216 | 221,563 | 188,594 | 26,420 |
Costs and expenses | (387,330) | (43,716) | ||||
Total | (198,736) | (17,296) | ||||
Consulting and Advisory[Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | 364,629 | 117,700 | 947,725 | 289,566 | 432,046 | 144,944 |
Costs and expenses | (555,892) | (367,358) | ||||
Total | (123,846) | (222,414) | ||||
Finance And Real Estate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues | $ 32,903 | $ 25,565 | $ 99,251 | $ 93,398 | 128,427 | 100,782 |
Costs and expenses | (32,143) | (32,051) | ||||
Interest expense | (8,669) | (12,587) | ||||
Total | $ 87,615 | $ 56,144 |
SEGMENT INFORMATION (Details)84
SEGMENT INFORMATION (Details) - Schedule of Total Assets by Segment - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | $ 2,807,289 | $ 2,857,871 | $ 3,682,711 |
Security and Cash Management [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 363,757 | 141,140 | 1,784,063 |
Marketing and Products [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 51,789 | 50,919 | 96,343 |
Consulting and Advisory[Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 92,882 | 55,750 | 22,268 |
Finance And Real Estate [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | 644,384 | 515,205 | 431,639 |
Corporate Segment [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Total Assets | $ 1,654,477 | $ 2,094,857 | $ 1,348,398 |
LONG-LIVED ASSETS (Details)
LONG-LIVED ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
LONG-LIVED ASSETS (Details) [Line Items] | ||||||
Depreciation | $ 15,997 | $ 11,944 | $ 47,693 | $ 36,070 | ||
Finite-Lived Intangible Assets, Net | 139,288 | 139,288 | $ 1,524,927 | |||
Finite-Lived Intangible Assets, Gross | 1,769,400 | |||||
Finite-Lived Intangible Assets, Accumulated Amortization | 244,473 | |||||
Amortization | 23,888 | $ 86,044 | 41,095 | $ 256,259 | $ 342,302 | $ 244,473 |
Mile High [Member] | ||||||
LONG-LIVED ASSETS (Details) [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | 155,000 | 155,000 | ||||
Finite-Lived Intangible Assets, Accumulated Amortization | 15,712 | $ 15,712 | ||||
Finite-Lived Intangible Assets, Remaining Amortization Period | 2 years | |||||
Chiefton Acquisition [Member] | ||||||
LONG-LIVED ASSETS (Details) [Line Items] | ||||||
Finite-Lived Intangible Assets, Gross | $ 69,400 | $ 69,400 |
DEBT (Details) - Schedule of No
DEBT (Details) - Schedule of Notes Payable - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | ||||
12% Notes | $ 2,750,000 | $ 1,417,307 | ||
Unamortized debt discount | $ (800,318) | (1,934,750) | (279,435) | |
Long-term portion | 1,280,932 | 815,250 | $ 151,397 | |
12% Convertible Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
12% Notes | $ 2,081,250 | 2,750,000 | ||
Unamortized debt discount | $ (2,450,000) | $ (1,605,000) |
ACCRUED STOCK PAYABLE (Detail87
ACCRUED STOCK PAYABLE (Details) - shares | 1 Months Ended | 9 Months Ended |
Oct. 31, 2017 | Sep. 30, 2017 | |
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other | 175,000 | |
Subsequent Event [Member] | ||
ACCRUED STOCK PAYABLE (Details) [Line Items] | ||
Stock Issued During Period, Shares, Other | 175,000 |
ACCRUED STOCK PAYABLE (Detail88
ACCRUED STOCK PAYABLE (Details) - Schedule of Changes in Accrued Common Stock Payable | 9 Months Ended |
Sep. 30, 2017USD ($)shares | |
Schedule of Changes in Accrued Common Stock Payable [Abstract] | |
Balance as of | $ | |
Shares as of | shares | |
Acquisition of Mile High, Value | $ | $ 155,000 |
Acquisition of Mile High, Shares | shares | 104,359 |
Sale of common stock and warrants, Value | $ | $ 175,000 |
Sale of common stock and warrants, Shares | shares | 175,000 |
Balance as of | $ | $ 330,000 |
Shares as of | shares | 279,359 |
DERIVATIVE WARRANT LIABILITY 89
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value - $ / shares | Dec. 31, 2016 | Sep. 21, 2016 | May 04, 2015 | May 01, 2015 | Dec. 31, 2014 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 |
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value [Line Items] | ||||||||
Stock price on valuation date (in Dollars per share) | $ 1.43 | |||||||
Risk-free interest rate | 1.50% | 0.92% | 0.60% | 0.60% | 0.60% | 1.50% | ||
Expected term (in years) | 2 years 255 days | 3 years | 1 year 292 days | 1 year 292 days | 3 years | 2 years | ||
Expected volatility | 153.00% | 146.00% | 133.00% | 133.00% | 129.00% | 128.00% | ||
Number of iterations | 5 | 5 | 5 | 5 | 5 | |||
Minimum [Member] | ||||||||
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value [Line Items] | ||||||||
Stock price on valuation date (in Dollars per share) | $ 1.37 | $ 2.21 | ||||||
Risk-free interest rate | 1.30% | 1.30% | ||||||
Expected term (in years) | 2 years 73 days | 2 years 6 months | ||||||
Expected volatility | 131.00% | 146.00% | ||||||
Maximum [Member] | ||||||||
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Assumptions for Determining Derivative Warrant Liability Fair Value [Line Items] | ||||||||
Stock price on valuation date (in Dollars per share) | $ 2.20 | $ 3.25 | ||||||
Risk-free interest rate | 1.40% | 1.50% | ||||||
Expected term (in years) | 2 years 6 months | 2 years 255 days | ||||||
Expected volatility | 134.00% | 153.00% |
DERIVATIVE WARRANT LIABILITY 90
DERIVATIVE WARRANT LIABILITY (Details) - Schedule of Derivative Warrant Liability Gain (Loss) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Schedule of Derivative Warrant Liability Gain (Loss) [Abstract] | ||
Balance | $ 23,120,000 | |
Decrease in fair value | (10,580,000) | $ 17,284,000 |
Reclassification to additional paid-in capital upon exercise of warrants | (7,301,000) | (3,518,000) |
Balance | $ 5,239,000 | $ 23,120,000 |
STOCKHOLDERS' EQUITY (Details91
STOCKHOLDERS' EQUITY (Details) - Share-based expense - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 839,322 | $ 872,217 | $ 2,995,251 | $ 1,974,191 | $ 3,752,312 | $ 5,418,672 |
Employee Awards | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 839,322 | 740,844 | 2,969,811 | 1,574,906 | 3,346,692 | 1,500,783 |
Consulting Awards [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | 103,869 | $ 25,440 | 151,385 | 150,165 | $ 77,918 | |
Feinsod Agreement [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 27,504 | 192,800 | ||||
DB Option Agreement [Member] | ||||||
STOCKHOLDERS' EQUITY (Details) - Share-based expense [Line Items] | ||||||
Share-based expense | $ 55,100 | $ 55,100 |
STOCKHOLDERS' EQUITY (Details92
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Employee Awards, Fair Value Assumptions - $ / shares | 3 Months Ended | ||
Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | |
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Employee Awards, Fair Value Assumptions [Line Items] | |||
Exercise price | $ 1.92 | ||
Stock price on date of grant | $ 1.92 | ||
Volatility | 145.00% | ||
Risk-free interest rate | 1.80% | ||
Expected life (years) | 5 years | ||
Minimum [Member] | |||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Employee Awards, Fair Value Assumptions [Line Items] | |||
Exercise price | $ 1.34 | $ 2.41 | |
Stock price on date of grant | $ 1.34 | $ 2.41 | |
Volatility | 140.00% | 148.00% | |
Risk-free interest rate | 1.40% | 1.70% | |
Expected life (years) | 3 years | 4 years | |
Maximum [Member] | |||
STOCKHOLDERS' EQUITY (Details) - Share-based compensation costs, Employee Awards, Fair Value Assumptions [Line Items] | |||
Exercise price | $ 2.07 | $ 3 | |
Stock price on date of grant | $ 2.07 | $ 3 | |
Volatility | 142.00% | 153.00% | |
Risk-free interest rate | 1.90% | 1.90% | |
Expected life (years) | 5 years | 5 years |
STOCKHOLDERS' EQUITY (Details93
STOCKHOLDERS' EQUITY (Details) - Schedule of Stockholders' Equity, Warrants or Rights - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Employee Awards | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding, Number of Shares | 8,818,400 | 8,818,400 | 2,509,000 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 1.04 | $ 1.04 | $ 1.49 | ||
Outstanding, Weighted-average Remaining Contractual Term | 2 years 73 days | 2 years 219 days | |||
Outstanding, Aggregate Intrinsic Value | $ 19,191,000 | ||||
Exercisable, Number of Shares | 7,984,960 | 1,985,500 | 7,984,960 | 1,985,500 | |
Exercisable, Weighted-average Exercise Price per Share | $ 1 | $ 1.50 | $ 1 | $ 1.50 | |
Exercisable, Weighted-average Remaining Contractual Term | 1 year 328 days | 2 years 36 days | |||
Exercisable, Aggregate Intrinsic Value | $ 5,726,885 | $ 5,726,885 | |||
Granted, Number of Shares | 1,116,400 | 6,826,000 | 2,662,000 | ||
Granted, Weighted-average Exercise Price per Share | $ 1.78 | $ 0.87 | $ 1.54 | ||
Exercised, Number of Shares | (367,240) | (153,000) | |||
Exercised, Weighted-average Exercise Price per Share | $ 1.09 | $ 1 | |||
Forfeited, Number of Shares | (554,050) | (363,600) | (153,000) | ||
Forfeited, Weighted-average Exercise Price per Share | $ 0.75 | $ 0.97 | $ 2.39 | ||
Outstanding, Number of Shares | 9,013,510 | 8,818,400 | 9,013,510 | 8,818,400 | 2,509,000 |
Outstanding, Weighted-average Exercise Price per Share | $ 1.14 | $ 1.04 | $ 1.14 | $ 1.04 | $ 1.49 |
Outstanding, Aggregate Intrinsic Value | $ 6,211,944 | $ 19,191,000 | $ 6,211,944 | $ 19,191,000 | |
Warrants with Debt | |||||
Class of Warrant or Right [Line Items] | |||||
Outstanding, Number of Shares | 9,025,843 | 597,200 | 642,700 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 0.63 | $ 1.41 | $ 4.44 | ||
Outstanding, Weighted-average Remaining Contractual Term | 2 years 328 days | ||||
Outstanding, Aggregate Intrinsic Value | $ 26,630,710 | ||||
Exercisable, Number of Shares | 9,025,843 | 9,025,843 | |||
Exercisable, Weighted-average Exercise Price per Share | $ 0.63 | $ 0.63 | |||
Exercisable, Weighted-average Remaining Contractual Term | 2 years 328 days | ||||
Granted, Number of Shares | 9,759,000 | 554,500 | |||
Granted, Weighted-average Exercise Price per Share | $ 0.58 | $ 1.13 | |||
Exercised, Number of Shares | (3,377,587) | (1,330,357) | |||
Exercised, Weighted-average Exercise Price per Share | $ 0.59 | $ 0.53 | |||
Forfeited, Number of Shares | (28,126) | (600,000) | |||
Forfeited, Weighted-average Exercise Price per Share | $ 1.20 | $ 4.40 | |||
Outstanding and exercisable, Number of Shares | 5,620,130 | 5,620,130 | |||
Outstanding and exercisable, Weighted-average Exercise Price per Share | $ 0.69 | $ 0.69 | |||
Outstanding and exercisable, Weighted-average Remaining Contractual Term | 2 years 36 days | ||||
Outstanding and exercisable, Aggregate Intrinsic Value | $ 4,573,359 | $ 4,573,359 | |||
Outstanding, Number of Shares | 9,025,843 | 9,025,843 | 597,200 | ||
Outstanding, Weighted-average Exercise Price per Share | $ 0.63 | $ 0.63 | $ 1.41 | ||
Outstanding, Aggregate Intrinsic Value | $ 26,630,710 | $ 26,630,710 |
NET LOSS PER SHARE (Details) 94
NET LOSS PER SHARE (Details) - Schedule of Net Income (Loss) Per Share, Basic and Diluted - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Schedule of Net Income (Loss) Per Share, Basic and Diluted [Abstract] | ||||||
Net Income (Loss) | $ 586,873 | $ (14,447,094) | $ 4,225,197 | $ (16,971,797) | $ (32,799,677) | $ (8,786,277) |
Gain on derivative warrant liability (in Dollars) | (2,421,000) | (10,580,000) | ||||
(in Dollars) | $ (1,834,127) | $ (14,447,094) | $ (6,354,803) | $ (16,971,797) | $ (32,799,677) | $ (8,786,277) |
Weighted average outstanding shares of common stock | 20,654,502 | 15,495,421 | 19,883,329 | 15,270,968 | ||
Warrants – Debt | 4,778,627 | 4,960,848 | ||||
Stock options | 3,662,422 | 4,667,825 | ||||
Other warrants | 91,224 | 112,186 | ||||
Common stock and equivalents | 29,186,775 | 15,495,421 | 29,624,188 | 15,270,968 | ||
Net income (loss) per share | ||||||
Basic (in Dollars per share) | $ 0.03 | $ (0.93) | $ 0.21 | $ (1.11) | ||
Diluted (in Dollars per share) | $ (0.06) | $ (0.93) | $ (0.21) | $ (1.11) |
SEGMENT INFORMATION (Details)95
SEGMENT INFORMATION (Details) - Schedule of Segment Reporting Information, by Segment - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | |
Segment Reporting Information [Line Items] | ||||||
Revenues, net | $ 979,991 | $ 810,380 | $ 2,532,701 | $ 2,204,434 | $ 2,981,982 | $ 1,762,978 |
Costs and expenses | (1,160,574) | (869,215) | (3,052,901) | (2,297,495) | ||
Other expense | (6,414) | (10,876) | ||||
Segment Income (Loss) | (180,583) | (65,249) | (520,200) | (103,937) | ||
Corporate Income (Loss) | 767,456 | (14,381,845) | 4,745,397 | (16,867,860) | ||
Net Income (Loss) | 586,873 | (14,447,094) | 4,225,197 | (16,971,797) | (32,799,677) | (8,786,277) |
Security and Cash Management [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues, net | 533,065 | 560,713 | 1,322,509 | 1,599,907 | 2,232,915 | 1,490,832 |
Costs and expenses | (647,915) | (528,916) | (1,615,694) | (1,604,932) | ||
Segment Income (Loss) | (114,850) | 31,797 | (293,185) | (5,025) | ||
Marketing and Products [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues, net | 49,394 | 106,402 | 163,216 | 221,563 | 188,594 | 26,420 |
Costs and expenses | (100,464) | (91,342) | (381,439) | (216,443) | ||
Segment Income (Loss) | (51,070) | 15,060 | (218,223) | 5,120 | ||
Consulting and Advisory[Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues, net | 364,629 | 117,700 | 947,725 | 289,566 | 432,046 | 144,944 |
Costs and expenses | (402,856) | (235,605) | (1,018,655) | (439,389) | ||
Segment Income (Loss) | (38,227) | (117,905) | (70,930) | (149,823) | ||
Finance And Real Estate [Member] | ||||||
Segment Reporting Information [Line Items] | ||||||
Revenues, net | 32,903 | 25,565 | 99,251 | 93,398 | $ 128,427 | $ 100,782 |
Costs and expenses | (9,339) | (13,352) | (37,113) | (36,731) | ||
Other expense | (6,414) | (10,876) | ||||
Segment Income (Loss) | $ 23,564 | $ 5,799 | $ 62,138 | $ 45,791 |
SEGMENT INFORMATION (Details)96
SEGMENT INFORMATION (Details) - Schedule of Total Assets by Segment - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 2,807,289 | $ 2,857,871 | $ 3,682,711 |
Security and Cash Management [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 363,757 | 141,140 | 1,784,063 |
Marketing and Products [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 51,789 | 50,919 | 96,343 |
Consulting and Advisory[Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 92,882 | 55,750 | 22,268 |
Finance And Real Estate [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | 644,384 | 515,205 | 431,639 |
Corporate Segment [Member] | |||
Segment Reporting, Asset Reconciling Item [Line Items] | |||
Assets | $ 1,654,477 | $ 2,094,857 | $ 1,348,398 |