NewAge (NBEV) 10-Q 14 Nov 17 2017 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2017	Nov. 13, 2017
Document And Entity Information
Entity Registrant Name	New Age Beverages Corp
Entity Central Index Key	1,579,823
Document Type	10-Q
Document Period End Date	Sep. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		34,615,259
Trading Symbol	NBEV
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,017

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2017	Dec. 31, 2016
CURRENT ASSETS:
Cash	$ 591,741	$ 529,088
Accounts receivable, net of allowance for doubtful accounts	7,729,657	4,729,356
Inventories, net	7,840,768	4,420,632
Prepaid expenses and other current assets	2,127,783	326,846
Total current assets	18,289,949	10,005,922
Property and equipment, net of accumulated depreciation	1,973,558	7,286,201
Right to use asset, buildings	4,251,753
Goodwill	40,455,197	4,895,241
Customer relationships, net of accumulated amortization	4,244,733	4,538,674
Total assets	69,215,190	26,726,038
CURRENT LIABILITIES:
Accounts payable, accrued expenses and other current liabilities	5,358,614	6,880,569
Lease liability, current	89,138
Contingent consideration	1,250,000
Current portion of notes payable	1,570,952	4,562,179
Total current liabilities	8,268,704	11,442,748
Notes payable, net of unamortized discounts and current portion	2,000,000	10,374,675
Lease liability, net of current portion	4,177,433
Related party debt, net of unamortized discount		29,961
Total liabilities	14,446,137	21,847,384
STOCKHOLDERS’ EQUITY:
Common stock, $0.001 par value, 50,000,000 shares authorized; 34,610,259 and 21,900,106 shares issued and outstanding at September 30, 2017, and December 31, 2016, respectively	34,610	21,900
Additional paid-in capital	60,389,966	11,821,176
Accumulated deficit	(5,655,523)	(6,964,957)
Total stockholders’ equity	54,769,053	4,878,654
Total liabilities and stockholders’ equity	69,215,190	26,726,038
Series A Preferred Stock [Member]
STOCKHOLDERS’ EQUITY:
Preferred stock, value		250
Series B Preferred Stock [Member]
STOCKHOLDERS’ EQUITY:
Preferred stock, value		$ 285

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2017	Dec. 31, 2016
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	50,000,000	50,000,000
Common Stock, shares issued	34,610,259	21,900,106
Common Stock, shares outstanding	34,610,259	21,900,106
Preferred Stock, par value	$ 0.001	$ 0.001
Series A Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	250,000	250,000
Preferred Stock, shares issued	0	250,000
Preferred Stock, shares outstanding	0	250,000
Series B Preferred Stock [Member]
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	300,000	300,000
Preferred Stock, shares issued	0	284,807
Preferred Stock, shares outstanding	0	284,807

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016
Income Statement [Abstract]
REVENUES, net	$ 15,049,382	$ 13,482,012	$ 40,941,978	$ 14,757,552
Cost of Goods Sold	11,103,265	10,529,464	31,169,687	11,629,593
GROSS PROFIT	3,946,117	2,952,548	9,772,291	3,127,959
OPERATING EXPENSES:
Advertising, promotion and selling	1,169,985	708,174	2,761,896	906,009
General and administrative	2,968,383	1,798,798	7,757,235	2,819,226
Legal and professional	222,441	150,708	427,876	1,326,108
Total operating expenses	4,360,809	2,657,680	10,947,007	5,051,343
INCOME (LOSS) FROM OPERATIONS	(414,692)	294,868	(1,174,716)	(1,923,384)
OTHER EXPENSE:
Interest expense	(46,642)	(123,246)	(172,713)	(189,470)
Other income	14,724		3,335,764
Other expense	(33,282)	(7,826)	(678,899)	(8,760)
Total income (expense)	(65,200)	(131,072)	2,484,152	(198,230)
NET INCOME/(LOSS)	$ (479,892)	$ 163,796	$ 1,309,436	$ (2,121,614)
NET INCOME/(LOSS) PER SHARE – BASIC	$ (0.02)	$ 0.01	$ 0.04	$ (0.12)
NET INCOME/(LOSS) PER SHARE –DILUTED	$ (0.02)	$ 0.01	$ 0.04	$ (0.12)

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$ 1,309,436	$ (2,121,614)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Depreciation and amortization	718,223	208,485
Amortization of debt discount		44,803
Provision for doubtful accounts	63,258
Accrued acquisition costs		753,857
Gain on sale from building	(3,272,653)
Common stock issued for services		956,596
Changes in operating assets and liabilities:
Accounts receivable	(3,063,559)	676,988
Inventories	(3,420,136)	499,196
Prepaid expenses and other current assets	(1,800,937)	30,888
Accounts payable, accrued expenses and other current liabilities	(1,047,755)	(59,597)
Net cash (used in) provide by operating activities	(10,514,123)	989,602
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of building	8,900,000
Purchases of property and equipment	(610,371)	(6,842)
Acquisition of assets of Maverick Brands, LLC	(2,000,000)
Cash paid to acquire the combined assets of Xing Beverages, LLC		(8,500,000)
Acquisition cost incurred to acquire Xing Beverages, LLC		(753,857)
Net cash provided by (used in) investment activities	6,289,629	(9,260,699)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on notes payable and bank indebtedness	1,570,952	10,700,000
Net factoring advances		(110,663)
Exercise of stock warrants		21,000
Issuance of common stock for cash	15,638,232
Repayment of notes payable and capital lease obligations	(9,397,343)	(2,315,312)
Net repayments on line of credit	(3,650,000)
Proceeds from convertible note payable		200,000
Net cash provided by financing activities	4,161,841	8,495,025
NET CHANGE IN CASH	(62,653)	223,928
CASH AT BEGINNING OF PERIOD	529,088	43,856
CASH AT END OF PERIOD	$ 591,741	$ 267,784

Nature of Operations, Basis of

Nature of Operations, Basis of Presentation and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Nature of Operations, Basis of Presentation and Significant Accounting Policies	NOTE 1 - NATURE OF OPERATIONS, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES New Age Beverages Corporation (the “Company”) was formed under the laws of the State of Washington on April 26, 2010 under the name American Brewing Company, Inc. On April 1, 2015, the Company acquired the assets of B&R Liquid Adventure, which included the brand Búcha ® ® ® ® ® Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements as of September 30, 2017 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the unaudited condensed consolidated financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insured limits. As of September 30, 2017, three customers accounted for approximately 22.1% in the aggregate (9.8%, 6.2% and 6.1%) of accounts receivables. As of December 31, 2016, three customers represented approximately 29.4% in the aggregate (12.3%, 8.9% and 8.2%) of accounts receivables. For the nine months ended September 30, 2017, three customers represented approximately 27.0% in the aggregate (14.3%, 8.7% and 4.0%) of revenue. For the nine months ended September 30, 2016, three customers represented approximately 27.5% in the aggregate (14.5%, 7.5% and 5.5%) of revenue. Accounts Receivable The Company’s accounts receivable primarily consists of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company’s allowance for doubtful accounts was $65,270 as of September 30, 2017 and $46,350 as of December 31, 2016. Goodwill and Customer Relationships Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles with indefinite useful lives are not amortized but tested for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. Customer relationships are recorded at acquisition cost less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As of September 30, 2017 and December 31, 2016, accumulated amortization was $634,067 and $340,126, respectively. Amortization expense was $97,980 and $20,833 for the three months ended September 30, 2017 and 2016, respectively. Amortization expense was $293,941 and $62,500 for the nine months ended September 30, 2017 and 2016, respectively. Long-lived Assets Long-lived assets consisted of property and equipment and customer relationships and are reviewed for impairment in accordance with the guidance of the Financial Accounting Standards Board (FASB) Topic Accounting Standards Codification (ASC) 360, Property, Plant, and Equipment. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Through September 30, 2017, the Company had not experienced impairment losses on its long-lived assets as management determined that there were no indicators that a carrying amount of the asset may not be recoverable. Cash Flows Supplemental Disclosures Nine months ended September 30, 2017 Nine months ended September 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 226,022 $ 189,470 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ - $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ - $ 4,500,000 Conversion of Series B preferred stock $ - $ 225,872 Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, In February 2016, the FASB issued ASU No. 2016-02, Leases. Effective April 1, 2017, the Company adopted the new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-11, Revenue Recognition In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other

Going Concern and Management's

Going Concern and Management's Liquidity Plans	9 Months Ended
	Sep. 30, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern and Management's Liquidity Plans	NOTE 2 – GOING CONCERN AND MANAGEMENT’S LIQUIDITY PLANS The accompanying unaudited interim condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. Since inception, the Company has financed its operations primarily through equity and debt financings and via its own cash generation from operations. As of September 30, 2017, the Company had an accumulated deficit of $5,655,523 and for the nine months then ended September 30, 2017 achieved net income of $1,324,253. In February 2017, the Company issued common stock for approximately $15,600,000 of net proceeds (see note 9). The proceeds from the issuance were used to pay down notes payable of $14,936,854.

Acquisitions

Acquisitions	9 Months Ended
	Sep. 30, 2017
Business Combinations [Abstract]
Acquisitions	NOTE 3 – ACQUISITIONS On March 31, 2017, the Company acquired the assets of Maverick Brands, LLC (“Maverick”). Maverick was engaged in the manufacturing and sale of coconut water and other beverages, which helped the Company expand its capabilities and product offerings. The operating results of Maverick have been consolidated with those of the Company beginning April 1, 2017. Total purchase consideration paid was $11,086,000, which consisted of $2,000,000 of cash and 2,200,000 shares of common stock valued at $9,086,000. The common stock issued was valued at $4.13 per share, which was the closing price of the Company’s common stock on the date of the acquisition. The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Accounts receivable $ 821,721 Inventories 1,930,598 Prepaid expenses and other current assets 211,213 Property and equipment, net 68,282 Accounts payable and accrued expenses (1,201,254 ) Assumption of note payable (1,570,952 ) 259,608 Goodwill 10,826,392 $ 11,086,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on March 31, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately nine months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the September 30, 2017 reported operating results or cash flows. Goodwill is the excess of the purchase price over the preliminary fair value of the underlying net tangible and identifiable intangible assets. In accordance with applicable accounting standards, goodwill is not amortized but instead is tested for impairment at least annually or more frequently if certain indicators are present. In connection with the acquisition of Maverick, the Company incurred transactional costs totaling $231,925, which has been recognized as expense as of March 31, 2017. These costs have been reflected in other expenses. On May 18, 2017, the Company entered into an Asset Purchase Agreement (the “Agreement”) whereby the Company acquired substantially all of the operating assets of Premier Micronutrient Corporation, a subsidiary of PMC Holdings, Inc. (“PMC”), which is a company engaged in the business of developing, manufacturing, selling and marketing micronutrient products and formulations (the “Acquisition”). On May 23, 2017 (the “Closing Date”), the parties executed the Bill of Sale and Assignment and Assumption Agreement for the Acquisition. Upon the Closing Date, the Company received substantially all of the operating assets of PMC, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange for a purchase price of 1,200,000 shares of the Company’s common stock. The shares were fair valued at $4.58 per share. The Company also agreed to assume various accounts payable and accrued liabilities of PMC. The shares of Common Stock to be issued pursuant to the Acquisition will be restricted under Rule 144. The Acquisition was subject to customary closing conditions. The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 5,496,000 Purchase price $ 5,496,000 Accounts receivable $ 42,104 Inventories 158,148 Prepaid expenses and other current assets 2,256 Property and equipment, net 55,023 Accounts payable (27,772 ) Assumption of notes payable (601,095 ) (371,336 ) Goodwill 5,867,336 $ 5,496,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on May 18, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately nine months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the September 30, 2017 reported operating results or cash flows. In connection with the acquisition of PMC, the Company incurred minimal transactional costs, which has been recognized as expense as of the closing date. On March 23, 2017, the Company entered into an asset purchase agreement (the “APA”) whereby the Company agreed to acquire substantially all of the operating assets of Marley Beverage Company, LLC (“Marley”), which is a company engaged in the development, manufacturing, selling and marketing of nonalcoholic relaxation teas and sparkling waters, and ready to drink coffee drinks. The consideration for the Acquisition was amended pursuant to an Amendment to the APA dated September 9, 2017. The Acquisition closed on June 13, 2017. At closing, the Company received substantially all of the operating assets of Marley, consisting of inventory, accounts receivable, fixed assets and intellectual property in exchange for a purchase price of 3,000,000 shares of the Company’s common stock, as well as an earn out payment of $1,250,000 in cash if the gross revenues of the Marley business during any trailing twelve calendar month period after the closing are equal to or greater than $15,000,000. The earnout, if applicable, will be paid as $625,000 on or before the 15 th The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 18,600,000 Purchase price $ 18,600,000 Accounts receivable $ 562,953 Inventories 798,098 Prepaid expenses and other current assets 198,882 Property and equipment, net 22,191 Accounts payable and accrued expenses (237,346 ) Contingent consideration (1,250,000 ) 94,778 Goodwill 18,505,222 $ 18,600,000 The above allocation is preliminary and is subject to change. The acquisition was consummated on June 13, 2017, and as such, the Company has begun to assess the fair value of the various net assets acquired, but has not yet completed this assessment. The Company is also in the process of identifying other intangible assets, such as customer relationships and recipes that may need to be recognized apart from goodwill. Once identified, these other intangible assets, if any, will be recorded at their fair values. The Company is working to finalize the allocations as quickly as possible, and anticipates that the allocation will not be final for approximately nine months. Any adjustments necessary may be material to the consolidated balance sheet and the amount of goodwill recognized. Any resulting adjustments would have no impact to the September 30, 2017 reported operating results or cash flows. In connection with the acquisition of Marley, the Company incurred minimal transactional costs, which has been recognized as expense as of the closing date. The following unaudited pro forma financial results reflects the historical operating results of the Company, including the unaudited pro forma results of Xing Group, Maverick and Marley for the nine months ended September 30, 2017 and for the year ended December 31, 2016, as if Xing Group, Maverick and Marley were acquired on January 1, 2016. The unaudited pro forma financial information excludes the financial results of PMC for the Nine Months ended September 30, 2017 and for the year ended December 31, 2016 as the financial results for PMC were insignificant or less than two percent of the financial results of the Company on a standalone basis. No adjustments have been made for synergies that are resulting and planned from the acquisitions. These combined results are not indicative of the results that may have been achieved had the companies been combined as of such dates or periods, or of the Company’s consolidated future operating results. Nine months ended September 30, 2017 For the year ended December 31, 2016 (unaudited) (unaudited) Revenues $ 44,429,967 $ 70,650,963 Net loss from continuing operations (2,839,432 ) (13,095,142 ) Net loss per share – Basic and diluted $ (0.09 ) $ (0.38 ) Weighted average number of common shares outstanding – Basic and Dilutive 30,138,372 34,330,520

Inventories

Inventories	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Inventories	NOTE 4 – INVENTORIES Inventories consist of brewing materials, tea ingredients, bulk packaging and finished goods. The cost elements of work in process and finished goods inventory consist of raw materials and direct labor. Provisions for excess inventory are included in cost of goods sold and have historically been immaterial but adequate to provide for losses on its raw materials. Inventories are stated at the lower of cost, determined on the first-in, first-out basis, or market. Upon acquiring Maverick, PMC, and Marley the inventory balance increased by $2,886,844. Inventories consisted of the following as of: September 30, 2017 December 31, 2016 Raw materials $ 1,370,594 $ 458,582 Finished goods 6,470,174 3,962,050 $ 7,840,768 $ 4,420,632

Property and Equipment

Property and Equipment	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Property and Equipment	NOTE 5 – PROPERTY AND EQUIPMENT Upon acquiring Maverick, PMC and Marley the property and equipment balance increased by $145,496. Property and equipment consisted of the following as of: September 30, 2017 December 31, 2016 Land and building $ 518,293 $ 6,070,000 Trucks and coolers 1,157,514 963,474 Other property and equipment 1,034,143 509,064 Less: accumulated depreciation (736,392 ) (256,337 ) $ 1,973,558 $ 7,286,201 Depreciation expense, computed on the basis of three-to-five year useful lives for all property and equipment, and a 40-year useful life on the building, was $434,282 and $145,985 for the nine months ended September 30, 2017 and 2016; respectively.

Notes Payable and Convertible N

Notes Payable and Convertible Note Payable	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Notes Payable and Convertible Note Payable	NOTE 6 – NOTES PAYABLE AND CONVERTIBLE NOTE PAYABLE Notes payable consisted of the following as of: September 30, 2017 December 31, 2016 Revolving note payable due bank $ 2,000,000 $ 5,650,000 Note payable due to bank – secured by building - 4,754,636 Series B note assumed from the Maverick Acquisition 1,570,952 - Seller’s note payable - 4,500,000 Note payable, net of unamortized discount of $- and $98,575 - 32,218 3,570,952 14,936,854 Less: current portion (1,570,952 ) (4,562,179 ) Long-term portion, net of unamortized discounts $ 2,000,000 $ 10,374,675 In connection with the Acquisition of Xing, the Company entered into several notes payable with a bank and received proceeds of $10.7 million. One note payable was for $4,800,000, bear interest at 4.02%, and was secured by the Company’s land and building. Principal and interest was payable in monthly installments of $25,495 through September 2021 at which time the unpaid principal balance was due. The other note payable was a revolving credit facility that allowed borrowings of up to $5.9 million, bear interest payable monthly at LIBOR plus a margin ranging from 2.25% to 3.00% depending on the current ratio of payment obligations to earnings as defined in the agreement, and was secured by the Company’s assets. The amount that may be borrowed under the revolving credit facility was based on the Company’s eligible receivables, inventory and fixed assets, and is reduced by $50,000 each month beginning August 1, 2016 until the facility has been reduced down to $2,900,000. The revolving credit facility matures on June 30, 2018. At September 30, 2017, $3.9 million dollars was available under the revolving note payable. The Company also issued a $4.5 million note payable to a selling shareholder of Xing. This seller’s note bears interest, payable monthly, at 1% per year, beginning after December 31, 2016. During the nine months ended September 30, 2017, the Company used proceeds from the February 2017 common stock issuance to settle the seller note debt. On March 19, 2016, the Company entered into a Securities Purchase Agreement with an unaffiliated third party, whereby the Company sold a convertible promissory note in an amount of $200,000. The purchaser also received a three-year warrant to purchase 100,000 shares at an exercise price of $0.40 per share. The Company has allocated the loan proceeds among the debt and the warrant based upon relative fair values. The relative fair value of the warrant was determined to be $18,154. During 2016, the note was converted into 30,000 shares of Series B Preferred stock. In connection with the Acquisition of Maverick, the Company assumed a Series B note payable of $1,570,952. In addition, in connection with our public offering of common stock in February 2017, proceeds were used to reduce the previously outstanding note balances.

Related Party Debt

Related Party Debt	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Related Party Debt	NOTE 7 – RELATED PARTY DEBT Related Party debt consisted of the following as of: September 30, 2017 December 31, 2016 Related party debt, net of unamortized discount of $- and $30,039 $ - $ 29,961 Less: current portion - - Long-term portion, net of unamortized discount $ - $ 29,961 In March 2015, the Company borrowed $60,000 from a member of management. The note bears interest at 10% per annum and is due and payable beginning June 30, 2015 maturing on March 31, 2020. Payments of interest are required quarterly. Should the Company be successful in raising $2,000,000 or more in funding the entire balance of the note will be due immediately. The note was issued in conjunction with an equity payment totaling 53,073 shares of Series B preferred stock that was issued with the debt. The Company has allocated the loan proceeds among the debt and the stock based upon relative fair values. The relative fair value of the stock was determined to be $42,742 and was recorded as a debt discount. The discount will be amortized over the life of the loan to interest expense. During the nine months ended September 30, 2017 the Company used proceeds from the February 2017 common stock issuance to settle the related party debt.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 8 – COMMITMENTS AND CONTINGENCIES Operating Lease Commitments In April 2015, the Company assumed a facilities lease with a third party for the manufacture of its Búcha ® On June 30, 2016, the Company assumed the lease commitments for the New Age Beverage, LLC (NAB) and Xing Beverage, LLC (Xing) when it acquired those companies. The Colorado Springs property, previously leased by Xing, has a base rent of $14,000 per month plus common area expenses, with escalation clauses over time. On January 10, 2017, the Company entered into a Purchase and Sale Agreement with an unaffiliated third party. Pursuant to the agreement, the Company entered into a commitment to sell the property located at 1700 E 68 th Future minimum lease payments under these facilities leases are approximately as follows: 2017 $ 199,500 2018 839,410 2019 825,093 2020 816,000 2021 624,000 Thereafter 3,744,000 $ 7,048,003 Rent expense was $608,966 and $156,307 for the nine months ended September 30, 2017 and 2016, respectively. Legal In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. Such matters are subject to many uncertainties, and outcomes are not predictable with assurance. There are no such matters that are deemed material to the condensed consolidated unaudited interim financial statements as of September 30, 2017.

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2017
Equity [Abstract]
Stockholders' Equity	NOTE 9 – STOCKHOLDERS’ EQUITY Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, each share having a par value of $0.001, with voting, distribution, dividend and redemption rights, and liquidation preferences and conversions as designated by the board of directors. The board of directors has designated 250,000 shares as Series A Preferred stock, par value $.001 per share. Series A Preferred The board of directors has designated 300,000 shares as Series B Preferred stock, par value $.001 per shares (“ Series B Preferred Common Stock On February 17, 2017, the Company issued 4,285,714 shares of common stock at a public offering price of $3.50 per share. In addition, the Company’s underwriter exercised the over-allotment to purchase an additional 642,857 shares of common stock. Gross proceeds to the Company were approximately $17,250,000 before deducting underwriting discounts and commissions, and other estimated offering expenses payable by the Company. On June 30, 2016, the Company issued 50,000 shares of fully vested common stock to a consultant as partial consideration for professional services to be rendered. The shares were fair valued at $0.41 per share, which was the traded stock price of the Company’s common stock at the time of grant. The Company (Successor) recognized legal and professional fees of $20,500 related to this grant. The Company also issued 42,000 shares of common stock in connection with a warrant being exercised (see Note 10). In connection with the acquisition of Xing, the Company issued a total of 5,600,672 shares of common stock as either purchase consideration or payment of transactional services that were provided (see Note 3). On August 3, 2016, the Company’s Board of Directors approved and adopted the New Age Beverages Corporation 2016-2017 Long Term Incentive Plan (the “Plan”) pursuant to which the maximum number of shares that can be granted is 1,600,000 shares. Grants under the Plan may include options and restricted stock, as well as many other equity-type awards. The purpose of the Plan is to attract able persons to enter the employ or to serve as directors or as consultants of the Company and its affiliates. A further purpose of the Plan is to provide such individuals with additional incentive and reward opportunities designed to enhance the profitable growth of the Company and its affiliates. The shares of our common stock to be issued in connection with the Plan will not be registered under the Securities Act. As of September 30, 2017, there has been no grants under the Plan.

Common Stock Warrants

Common Stock Warrants	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Common Stock Warrants	NOTE 10 – COMMON STOCK WARRANTS As of September 30, 2017, the Company had a warrant to purchase 100,000 shares of common stock outstanding with an exercise of $0.40 per share. The warrant expires in March 2019. A summary of common stock warrants activity for the nine months ended September 30, 2017 is as follows: Weighted Average Number Exercise Price Warrants outstanding December 31, 2016 100,000 $ 0.40 Granted - $ - Exercised - $ - Forfeited - $ - Warrants outstanding September 30, 2017 100,000 $ 0.40 Warrants exercisable as of September 30, 2017 100,000 $ 0.40 During 2016, the Company issued a three-year warrant to purchase 100,000 shares at an exercise price of $0.40 per share in connection with a $200,000 Convertible Promissory Note (see Note 6). During the three months ended September 30, 2016, warrants totaling 42,000 shares of common stock were exercised at $0.50 per share. The Company received $21,000 when the warrant shares were exercised. Warrants outstanding as of September 30, 2016 were forfeited when acquiring Xing.

Net (Loss) Income Per Share

Net (Loss) Income Per Share	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Net (Loss) Income Per Share	NOTE 11 – NET (LOSS) INCOME PER SHARE The following table provides basic and diluted shares outstanding for the calculation of net (loss) income per share. Series B preferred stock is included on an as-converted basis and warrants are included using the treasury stock method. For the periods whereby the Company is reporting a net loss from continuing operations, securities to acquire common stock or are convertible into shares of common stock are excluded from the computation of net (loss) income per share as they would be anti-dilutive. Nine months Nine months Ended Ended September 30, 2017 September 30, 2016 Weighted average shares outstanding – Basic 30,138,372 17,878,784 Warrant to acquire common stock 100,000 - Weighted average shares outstanding – Diluted 30,238,372 17,878,784

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2017
Subsequent Events [Abstract]
Subsequent Events	NOTE 12 – SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date these condensed consolidated financial statements were available for issuance.

Nature of Operations, Basis o18

Nature of Operations, Basis of Presentation and Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements as of September 30, 2017 of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Form 10-K filed with the SEC on March 31, 2017. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for future quarters or for the full year. Notes to the unaudited condensed consolidated financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the Form 10-K have been omitted.
Concentrations of Credit Risk	Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and accounts receivables. The Company places its cash with high credit quality financial institutions. At times such amounts may exceed federally insured limits. As of September 30, 2017, three customers accounted for approximately 22.1% in the aggregate (9.8%, 6.2% and 6.1%) of accounts receivables. As of December 31, 2016, three customers represented approximately 29.4% in the aggregate (12.3%, 8.9% and 8.2%) of accounts receivables. For the nine months ended September 30, 2017, three customers represented approximately 27.0% in the aggregate (14.3%, 8.7% and 4.0%) of revenue. For the nine months ended September 30, 2016, three customers represented approximately 27.5% in the aggregate (14.5%, 7.5% and 5.5%) of revenue.
Accounts Receivable	Accounts Receivable The Company’s accounts receivable primarily consists of trade receivables. The Company records an allowance for doubtful accounts that is based on historical trends, customer knowledge, any known disputes, and the aging of the accounts receivable balances combined with management’s estimate of future potential recoverability. Receivables are written off against the allowance after all attempts to collect a receivable have failed. The Company’s allowance for doubtful accounts was $65,270 as of September 30, 2017 and $46,350 as of December 31, 2016.
Goodwill and Customer Relationships	Goodwill and Customer Relationships Goodwill represents the excess of the purchase price of acquired businesses over the estimated fair value of the identifiable net assets acquired. Goodwill and other intangibles with indefinite useful lives are not amortized but tested for impairment annually or more frequently when events or circumstances indicates that the carrying value of a reporting unit more likely than not exceeds its fair value. The goodwill impairment test is applied by performing a qualitative assessment before calculating the fair value of the reporting unit. If, on the basis of qualitative factors, it is considered not more likely than not that the fair value of the reporting unit is less than the carrying amount, further testing of goodwill for impairment would not be required. Otherwise, goodwill impairment is tested using a two-step approach. Customer relationships are recorded at acquisition cost less accumulated amortization and impairment. Definite lived intangible assets are amortized over their estimated useful life using the straight-line method, which is determined by identifying the period over which the cash flows from the asset are expected to be generated. As of September 30, 2017 and December 31, 2016, accumulated amortization was $634,067 and $340,126, respectively. Amortization expense was $97,980 and $20,833 for the three months ended September 30, 2017 and 2016, respectively. Amortization expense was $293,941 and $62,500 for the nine months ended September 30, 2017 and 2016, respectively.
Long-Lived Assets	Long-lived Assets Long-lived assets consisted of property and equipment and customer relationships and are reviewed for impairment in accordance with the guidance of the Financial Accounting Standards Board (FASB) Topic Accounting Standards Codification (ASC) 360, Property, Plant, and Equipment. The Company tests for impairment losses on long-lived assets used in operations whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Through September 30, 2017, the Company had not experienced impairment losses on its long-lived assets as management determined that there were no indicators that a carrying amount of the asset may not be recoverable.
Cash Flows	Cash Flows Supplemental Disclosures Nine months ended September 30, 2017 Nine months ended September 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 172,713 $ 189,470 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ - $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ - $ 4,500,000 Conversion of Series B preferred stock $ - $ 225,872
Recently Issued Accounting Standards	Recently Issued Accounting Standards In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers, In February 2016, the FASB issued ASU No. 2016-02, Leases. Effective April 1, 2017, the Company adopted the new lease accounting guidance in ASU No. 2016-02, Leases (Topic 842) In March 2016, the FASB issued ASU 2016-06, Derivatives and Hedging (Topic 815) In March 2016, the FASB issued ASU 2016-08, Revenue from Contracts with Customers In March 2016, the FASB issued ASU 2016-09, Compensation-Stock Compensation In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers In May 2016, the FASB issued ASU 2016-11, Revenue Recognition In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers In September 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows In January 2017, the FASB issued 2017-04, Intangibles - Goodwill and Other

Nature of Operations, Basis o19

Nature of Operations, Basis of Presentation and Significant Accounting Policies (Tables)	9 Months Ended
	Sep. 30, 2017
Accounting Policies [Abstract]
Schedule of Cash Flow, Supplemental Disclosures	Supplemental Disclosures Nine months ended September 30, 2017 Nine months ended September 30, 2016 CASH PAID DURING THE PERIODS FOR: Interest $ 226,022 $ 189,470 Income taxes $ - $ - NONCASH INVESTING AND FINANCING ACTIVITIES: Warrants issued with convertible debt $ - $ 18,154 Common stock issued for acquisition of Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation $ 33,182,000 $ - Common stock issued for acquisition of Xing Beverages, LLC $ - $ 6,995,000 Promissory note issued for acquisition of Xing Beverages, LLC $ - $ 4,500,000 Conversion of Series B preferred stock $ - $ 225,872

Acquisitions (Tables)

Acquisitions (Tables)	9 Months Ended
	Sep. 30, 2017
Maverick Brands, LLC [Member]
Summary of Estimated Fair Values of Purchase Price	The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Accounts receivable $ 821,721 Inventories 1,930,598 Prepaid expenses and other current assets 211,213 Property and equipment, net 68,282 Accounts payable and accrued expenses (1,201,254 ) Assumption of note payable (1,570,952 ) 259,608 Goodwill 10,826,392 $ 11,086,000
PMC Holdings, Inc [Member]
Summary of Estimated Fair Values of Purchase Price	The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 5,496,000 Purchase price $ 5,496,000 Accounts receivable $ 42,104 Inventories 158,148 Prepaid expenses and other current assets 2,256 Property and equipment, net 55,023 Accounts payable (27,772 ) Assumption of notes payable (601,095 ) (371,336 ) Goodwill 5,867,336 $ 5,496,000
Marley Beverage Company, LLC [Member]
Summary of Estimated Fair Values of Purchase Price	The purchase price was allocated to the net assets acquired based on their estimated fair values as follows: Stock 18,600,000 Purchase price $ 18,600,000 Accounts receivable $ 562,953 Inventories 798,098 Prepaid expenses and other current assets 198,882 Property and equipment, net 22,191 Accounts payable and accrued expenses (237,346 ) Contingent consideration (1,250,000 ) 94,778 Goodwill 18,505,222 $ 18,600,000
Xing Group, Maverick Brands, LLC, Marley Beverages, LLC [Member]
Schedule of Unaudited Pro Forma	Nine months ended September 30, 2017 For the year ended December 31, 2016 (unaudited) (unaudited) Revenues $ 44,429,967 $ 70,650,963 Net loss from continuing operations (2,839,432 ) (13,095,142 Net loss per share – Basic and diluted $ (0.09 ) $ (0.38 Weighted average number of common shares outstanding – Basic and Dilutive 30,138,372 34,330,520

Inventories (Tables)

Inventories (Tables)	9 Months Ended
	Sep. 30, 2017
Inventory Disclosure [Abstract]
Schedule of Inventories	Inventories consisted of the following as of: September 30, 2017 December 31, 2016 Raw materials $ 1,370,594 $ 458,582 Finished goods 6,470,174 3,962,050 $ 7,840,768 $ 4,420,632

Property and Equipment (Tables)

Property and Equipment (Tables)	9 Months Ended
	Sep. 30, 2017
Property, Plant and Equipment [Abstract]
Schedule of Property and Equipment	Upon acquiring Maverick, PMC and Marley the property and equipment balance increased by $145,496. Property and equipment consisted of the following as of: September 30, 2017 December 31, 2016 Land and building $ 518,293 $ 6,070,000 Trucks and coolers 1,157,514 963,474 Other property and equipment 1,034,143 509,064 Less: accumulated depreciation (736,392 ) (256,337 ) $ 1,973,558 $ 7,286,201

Notes Payable and Convertible23

Notes Payable and Convertible Note Payable (Tables)	9 Months Ended
	Sep. 30, 2017
Debt Disclosure [Abstract]
Schedule of Notes Payable	Notes payable consisted of the following as of: September 30, 2017 December 31, 2016 Revolving note payable due bank $ 2,000,000 $ 5,650,000 Note payable due to bank – secured by building - 4,754,636 Series B note assumed from the Maverick Acquisition 1,570,952 - Seller’s note payable - 4,500,000 Note payable, net of unamortized discount of $- and $98,575 - 32,218 3,570,952 14,936,854 Less: current portion (1,570,952 ) (4,562,179 ) Long-term portion, net of unamortized discounts $ 2,000,000 $ 10,374,675

Related Party Debt (Tables)

Related Party Debt (Tables)	9 Months Ended
	Sep. 30, 2017
Related Party Transactions [Abstract]
Schedule of Related Party Transactions	Related Party debt consisted of the following as of: September 30, 2017 December 31, 2016 Related party debt, net of unamortized discount of $- and $30,039 $ - $ 29,961 Less: current portion - - Long-term portion, net of unamortized discount $ - $ 29,961

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2017
Commitments and Contingencies Disclosure [Abstract]
Schedule of Future Minimum Operating Lease Payments	Future minimum lease payments under these facilities leases are approximately as follows: 2017 $ 199,500 2018 839,410 2019 825,093 2020 816,000 2021 624,000 Thereafter 3,744,000 $ 7,048,003

Common Stock Warrants (Tables)

Common Stock Warrants (Tables)	9 Months Ended
	Sep. 30, 2017
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Schedule of Common Stock Warrant Activity	. A summary of common stock warrants activity for the nine months ended September 30, 2017 is as follows: Weighted Average Number Exercise Price Warrants outstanding December 31, 2016 100,000 $ 0.40 Granted - $ - Exercised - $ - Forfeited - $ - Warrants outstanding September 30, 2017 100,000 $ 0.40 Warrants exercisable as of September 30, 2017 100,000 $ 0.40

Net (Loss) Income Per Share (Ta

Net (Loss) Income Per Share (Tables)	9 Months Ended
	Sep. 30, 2017
Earnings Per Share [Abstract]
Schedule of Net (Loss) Income Per Share	Nine months Nine months Ended Ended September 30, 2017 September 30, 2016 Weighted average shares outstanding – Basic 30,138,372 17,878,784 Warrant to acquire common stock 100,000 - Weighted average shares outstanding – Diluted 30,238,372 17,878,784

Nature of Operations, Basis o28

Nature of Operations, Basis of Presentation and Significant Accounting Policies (Details Narrative) - USD ($)	Apr. 02, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Allowance for doubtful accounts		$ 65,270		$ 65,270		$ 46,350
Accumulated amortization		634,067		634,067		340,126
Amortization expense		97,980	$ 20,833	293,941	$ 62,500
Lease liability	$ 4,406,970
Remaining lease payments	$ 4,406,970
Incremental borrowing rate	10.00%
Right-of-use asset	$ 4,406,970	$ 4,251,753		$ 4,251,753
Accounts Receivable [Member]
Concentration credit risk percentage				22.10%		29.40%
Revenues [Member]
Concentration credit risk percentage				27.10%	27.50%
Customer One [Member] | Accounts Receivable [Member]
Concentration credit risk percentage				9.80%		12.30%
Customer One [Member] | Revenues [Member]
Concentration credit risk percentage				14.30%	14.50%
Customer Two [Member] | Accounts Receivable [Member]
Concentration credit risk percentage				6.20%		8.90%
Customer Two [Member] | Revenues [Member]
Concentration credit risk percentage				8.70%	7.50%
Customer Three [Member] | Accounts Receivable [Member]
Concentration credit risk percentage				6.10%		8.20%
Customer Three [Member] | Revenues [Member]
Concentration credit risk percentage				4.00%	5.50%

Nature of Operations, Basis o29

Nature of Operations, Basis of Presentation and Significant Accounting Policies - Schedule of Cash Flow, Supplemental Disclosures (Details) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Interest	$ 226,022	$ 189,470
Income taxes
Warrants issued to with convertible debt		18,154
Conversion of Series B preferred stock		225,872
Maverick Brands, LLC [Member]
Common stock issued for acquisition	33,182,000
Maverick Brands, LLC, Marley Beverages, LLC and Premier Micronutrient Corporation [Member]
Common stock issued for acquisition
Xing Beverage, LLC [Member]
Common stock issued for acquisition		6,995,000
Promissory note issued for acquisition		$ 4,500,000

Going Concern and Management'30

Going Concern and Management's Liquidity Plans (Details Narrative) - USD ($)	Feb. 28, 2017	Sep. 30, 2017	Sep. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit		$ 5,655,523		$ 5,655,523		$ 6,964,957
Net losses		$ (479,892)	$ 163,796	1,309,436	$ (2,121,614)
Proceeds from issuance of common stock	$ 15,600,000			$ 15,638,232
Proceeds used to paid down notes payable	$ 14,936,854

Acquisitions (Details Narrative

Acquisitions (Details Narrative) - USD ($)	May 18, 2017	Mar. 23, 2017	Sep. 30, 2017	Mar. 31, 2017
Equity issuance price per share	$ 4.58
Assets exchange for shares	1,200,000
Marley Beverage Company, LLC [Member]
Assets exchange for shares		3,000,000
Earn out payment		$ 1,250,000
Earn out paid		625,000
Marley Beverage Company, LLC [Member] | First Anniversary [Member]
Earn out paid		312,500
Marley Beverage Company, LLC [Member] | Second Anniversary [Member]
Earn out paid		312,500
Marley Beverage Company, LLC [Member] | Minimum [Member]
Earn out payment		$ 15,000,000
Maverick Brands, LLC [Member]
Purchase consideration paid			$ 11,086,000
Purchase consideration paid cash			$ 2,000,000
Number of common stock shares acquisition during the period			2,200,000
Number of common stock shares acquisition during the period, value			$ 9,086,000
Equity issuance price per share			$ 4.13
Incurred transactional costs				$ 231,925
Xing Beverage, LLC [Member]
Equity issuance price per share			$ 6.20
Incurred transactional costs

Acquisitions - Summary of Estim

Acquisitions - Summary of Estimated Fair Values of Purchase Price (Details)	Sep. 30, 2017USD ($)
Maverick Brands, LLC [Member]
Stock
Purchase price
Accounts receivable	821,721
Inventories	1,930,598
Prepaid expenses and other current assets	211,213
Property and equipment, net	68,282
Accounts payable and accrued expenses	(1,201,254)
Assumption of note payable	(1,570,952)
Accounts payable
Contingent consideration
Total Assets and Liabilities assumed	259,608
Goodwill	10,826,392
Total Purchase Price	11,086,000
PMC Holding [Member]
Stock	5,496,000
Purchase price	5,496,000
Accounts receivable	42,104
Inventories	158,148
Prepaid expenses and other current assets	2,256
Property and equipment, net	55,023
Accounts payable and accrued expenses
Assumption of note payable	(601,095)
Accounts payable	(27,772)
Contingent consideration
Total Assets and Liabilities assumed	(371,336)
Goodwill	5,867,336
Total Purchase Price	5,496,000
Marley Beverage Company, LLC [Member]
Stock	18,600,000
Purchase price	18,600,000
Accounts receivable	562,953
Inventories	798,098
Prepaid expenses and other current assets	198,882
Property and equipment, net	22,191
Accounts payable and accrued expenses	(237,346)
Assumption of note payable
Accounts payable
Contingent consideration	(1,250,000)
Total Assets and Liabilities assumed	94,778
Goodwill	18,505,222
Total Purchase Price	$ 18,600,000

Acquisitions - Schedule of Unau

Acquisitions - Schedule of Unaudited Pro Forma (Details) - Xing Group, Maverick Brands, LLC, Marley Beverages, LLC [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2017	Dec. 31, 2016
Revenues	$ 44,429,967	$ 70,650,963
Net loss from continuing operations	$ (2,839,432)	$ (13,095,142)
Net loss per share - Basic and diluted	$ (0.09)	$ (0.38)
Weighted average number of common shares outstanding - Basic and Dilutive	30,138,372	34,330,520

Inventories (Details Narrative)

Inventories (Details Narrative) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventories	$ 7,840,768	$ 4,420,632
Maverick, PMC and Marley [Member]
Inventories	$ 2,886,844

Inventories - Schedule of Inven

Inventories - Schedule of Inventories (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Inventory Disclosure [Abstract]
Raw materials	$ 1,370,594	$ 458,582
Finished goods	6,470,174	3,962,050
Total Inventory	$ 7,840,768	$ 4,420,632

Property and Equipment (Details

Property and Equipment (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Property and equipment, net	$ 1,973,558		$ 7,286,201
Depreciation expense	$ 434,282	$ 145,985
Property and Equipment [Member] | Maximum [Member]
Property and equipment useful lives	5 years
Property and Equipment [Member] | Minimum [Member]
Property and equipment useful lives	3 years
Building [Member]
Property and equipment useful lives	40 years
Maverick, PMC and Marley [Member] | Property and Equipment [Member] | Maximum [Member]
Property and equipment, net	$ 145,496

Property and Equipment - Schedu

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Less accumulated depreciation	$ (736,392)	$ (256,337)
Property and Equipment, Net	1,973,558	7,286,201
Land and Building [Member]
Property and Equipment, Gross	518,293	6,070,000
Trucks and Coolers [Member]
Property and Equipment, Gross	1,157,514	963,474
Other Property and Equipment [Member]
Property and Equipment, Gross	$ 1,034,143	$ 509,064

Notes Payable and Convertible38

Notes Payable and Convertible Note Payable (Details Narrative) - USD ($)	Aug. 02, 2016	Mar. 19, 2016	Sep. 30, 2017	Sep. 30, 2016	Dec. 31, 2016
Proceeds from issuance of convertible promissory note				$ 200,000
Note payable			3,570,952		$ 14,936,854
Debt instrument periodic payment			$ 25,495
Debt instrument, maturity date, description			through September 2021
Revolving line of credit			$ 5,900,000
Inventory and fixed assets, reduction amount	$ 50,000
Reduction of revolving credit facility	$ 2,900,000
Revolving notes payable			$ 3,900,000
Revolving line of credit facility maturity date			Jun. 30, 2018
Issuance of warrants to purchase of stock			100,000
Warrants exercise price per share			$ 0.40
Series B Preferred Stock [Member]
Note converted into shares			53,073
Series B Note Payable [Member] | Maverick Brands, LLC [Member]
Liability assumption			$ 1,570,952
Securities Purchase Agreement [Member] | Series B Preferred Stock [Member]
Note converted into shares				30,000
Shareholders of Xing [Member]
Percentage of seller's note bears interest, payable monthly			1.00%
Proceeds from issuance of notes payable			$ 4,500,000
Debt instruments maturity date			Sep. 30, 2017
Unaffiliated Third Party [Member] | Securities Purchase Agreement [Member]
Proceeds from issuance of convertible promissory note		$ 200,000
Issuance of warrants to purchase of stock		100,000
Warrants term		3 years
Warrants exercise price per share		$ 0.40
Fair value of the warrant		$ 18,154
LIBOR Plus [Member] | Minimum [Member]
Percentage of seller's note bears interest, payable monthly			2.25%
LIBOR Plus [Member] | Maximum [Member]
Percentage of seller's note bears interest, payable monthly			3.00%
One Note Payable [Member]
Note payable			$ 4,800,000
Percentage of seller's note bears interest, payable monthly			4.02%
Xing Group [Member]
Proceeds from issuance of convertible promissory note			$ 10,700,000

Notes Payable and Convertible39

Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Note payable, net of unamortized discount of $- and $98,575	$ 3,570,952	$ 14,936,854
Less: current portion	(1,570,952)	(4,562,179)
Long-term portion, net of unamortized discounts	2,000,000	10,374,675
Revolving Note Payable Due Bank [Member]
Note payable, net of unamortized discount of $- and $98,575	2,000,000	5,650,000
Note Payable Due To Bank [Member]
Note payable, net of unamortized discount of $- and $98,575		4,754,636
Series B Note Payable [Member]
Note payable, net of unamortized discount of $- and $98,575	1,570,952
Sellers Note Payable [Member]
Note payable, net of unamortized discount of $- and $98,575		4,500,000
Note Payable [Member]
Note payable, net of unamortized discount of $- and $98,575		$ 32,218

Notes Payable and Convertible40

Notes Payable and Convertible Note Payable - Schedule of Notes Payable (Details) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt Disclosure [Abstract]
Debt instrument unamortized discount		$ 98,575

Related Party Debt (Details Nar

Related Party Debt (Details Narrative) - USD ($)	1 Months Ended	9 Months Ended
	Mar. 31, 2015	Sep. 30, 2017
Proceeds from member of management
Debt instrument face amount		2,000,000
Debt discount		$ 42,742
Series B Preferred Stock [Member]
Proceeds from preferred stock		53,073
Member of Management [Member]
Proceeds from member of management	$ 60,000
Debt instruments interest rate	10.00%
Debt maturity date beginning	Jun. 30, 2015
Debt maturity date ending	Mar. 31, 2020

Related Party Debt - Schedule o

Related Party Debt - Schedule of Related Party Transactions (Details) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Related Party Transactions [Abstract]
Related party debt, net of unamortized discount of $- and $30,039		$ 29,961
Less: current portion
Long-term portion, net of unamortized discount		$ 29,961

Related Party Debt - Schedule43

Related Party Debt - Schedule of Related Party Transactions (Details) (Parenthetical) - USD ($)	Sep. 30, 2017	Dec. 31, 2016
Debt instrument unamortized discount		$ 98,575
Related Party [Member]
Debt instrument unamortized discount		$ 30,039

Commitments and Contingencies44

Commitments and Contingencies (Details Narrative) - USD ($)	Jan. 10, 2017	Jun. 30, 2016	Sep. 30, 2015	Apr. 30, 2015	Sep. 30, 2017	Sep. 30, 2016
Lease expiration date			May 31, 2019
Lease extended term			39 months
Lease effective date			Mar. 1, 2016
Operating lease rent					$ 3,054
Monthly rental payments		$ 14,000
Rent expenses					608,966	$ 156,307
First 12 Months [Member]
Operating lease rent					2,795
Second 12 Months [Member]
Operating lease rent					2,879
Third 12 Months [Member]
Operating lease rent					$ 2,965
Bucha Live Kombucha Tea [Member]
Lease expiration date				Feb. 29, 2016
Unaffiliated Third Party [Member] | Purchase and Sale Agreement [Member]
Lease description	Commitment to sell the property located at 1700 E 68th Avenue, Denver, CO 80229 for a purchase price of $8,900,000.
Purchase price of property	$ 8,900,000
Lease terms	Lease the property for an initial term of ten years, with an option to extend for two successive five year periods.
Gain loss on sale of property	$ 3,272,653
Lease cost	$ 52,000

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Future Minimum Operating Lease Payments (Details)	Sep. 30, 2017USD ($)
Commitments and Contingencies Disclosure [Abstract]
2,017	$ 199,500
2,018	839,410
2,019	825,093
2,020	816,000
2,021	624,000
Thereafter	3,744,000
Total	$ 7,048,003

Stockholders' Equity (Details N

Stockholders' Equity (Details Narrative) - USD ($)	Feb. 17, 2017	Aug. 03, 2016	Jun. 30, 2016	Sep. 30, 2017	Sep. 30, 2016	May 18, 2017	Dec. 31, 2016
Preferred stock par value				$ 0.001			$ 0.001
Shares issued price per share						$ 4.58
Long Term Incentive Plan [Member] | Maximum [Member]
Number of shares granted		1,600,000
Preferred Stock [Member]
Preferred stock shares authorized				1,000,000
Preferred stock par value				$ 0.001
Series A Preferred Stock [Member]
Preferred stock shares authorized				250,000			250,000
Preferred stock par value				$ 0.001			$ 0.001
Preferred stock shares designated							250,000
Preferred stock voting rights				Each share of Series A Preferred shall have 500 votes for any election or other vote placed before the shareholders of the Company.
Preferred stock shares issued				0			250,000
Preferred stock shares outstanding				0			250,000
Increase to additional paid in capital	$ 250
Series B Preferred Stock [Member]
Preferred stock shares authorized				300,000			300,000
Preferred stock par value				$ 0.001			$ 0.001
Preferred stock shares issued				0			284,807
Preferred stock shares outstanding				0			284,807
Increase to additional paid in capital	1,993
Increase to common stock value	$ 2,278
Series B Preferred Stock [Member] | Board of Directors [Member]
Preferred stock par value				$ 0.001
Preferred stock shares designated				300,000
Common Stock [Member]
Number of common stock issued for public offering, shares	4,285,714
Shares issued price per share	$ 3.50				$ 0.41
Number of common stock shares acquisition during the period	642,857			5,600,672
Gross proceeds from discounts and commissions	$ 17,250,000
Common stock issued for services, shares			50,000
Number of common stock warrant exercised			42,000
Common Stock [Member] | Successor [Member]
Legal and professional fees					$ 20,500

Common Stock Warrants (Details

Common Stock Warrants (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
	Sep. 30, 2016	Sep. 30, 2017	Dec. 31, 2016
Issuance of warrants to purchase of stock		100,000
Warrants exercise price per share		$ 0.40
Warrants expiration date description		The warrant expires in March 2019.
Common stock shares exercised	42,000
Sale of stock price per share	$ 0.50
Warrant [Member]
Common stock shares exercised, value		$ 21,000
Warrant [Member]
Issuance of warrants to purchase of stock			100,000
Warrants exercise price per share			$ 0.40
Warrants term			3 years
Convertible promissory note			$ 200,000

Common Stock Warrants - Schedul

Common Stock Warrants - Schedule of Common Stock Warrant Activity (Details)	9 Months Ended
	Sep. 30, 2017$ / sharesshares
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]
Number of Warrants outstanding, Beginning Balance | shares	100,000
Number of Warrants outstanding Granted | shares
Number of Warrants outstanding Exercised | shares
Number of Warrants outstanding Forfeited | shares
Number of Warrants outstanding, Ending Balance | shares	100,000
Number of Warrants exercisable, Ending Balance | shares	100,000
Weighted Average Exercise Price Warrants outstanding, Beginning Balance | $ / shares	$ 0.40
Weighted Average Exercise Price Warrants outstanding, Granted | $ / shares
Weighted Average Exercise Price Warrants outstanding, Exercised | $ / shares
Weighted Average Exercise Price Warrants outstanding, Forfeited | $ / shares
Weighted Average Exercise Price Warrants outstanding, Ending Balance | $ / shares	0.40
Weighted Average Exercise Price Warrants exercisable, Ending Balance | $ / shares	$ 0.40

Net (Loss) Income Per Share - S

Net (Loss) Income Per Share - Schedule of Net (Loss) Income Per Share (Details) - shares	9 Months Ended
	Sep. 30, 2017	Sep. 30, 2016
Earnings Per Share [Abstract]
Weighted average shares outstanding - Basic	30,138,372	17,878,784
Warrant to acquire common stock	100,000
Weighted average shares outstanding - Diluted	30,238,372	17,878,784