Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 04, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Innovative Food Holdings Inc | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 24,568,157 | |
Amendment Flag | false | |
Entity Central Index Key | 312,257 | |
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, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash and cash equivalents | $ 2,139,096 | $ 1,645,320 |
Accounts receivable, net | 1,875,886 | 1,650,584 |
Inventory | 925,150 | 920,885 |
Current assets - discontinued operations | 0 | 1,767,333 |
Other current assets | 68,786 | 68,559 |
Total current assets | 5,008,918 | 6,052,681 |
Property and equipment, net | 2,086,878 | 2,193,463 |
Investment | 150,000 | 150,000 |
Non-current assets - discontinued operations | 0 | 4,665,554 |
Intangible assets, net | 758,251 | 940,452 |
Total assets | 8,004,047 | 14,002,150 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,566,202 | 1,702,526 |
Accrued liabilities - related parties | 0 | 458,710 |
Accrued interest | 623,771 | 9,230 |
Revolving credit facilities | 100,000 | 1,380,000 |
Notes payable, related party | 164,650 | 0 |
Notes payable, current portion, net of discount | 1,259,028 | 897,615 |
Current liabilities - discontinued operations | 0 | 10,512,255 |
Contingent liabilities | 0 | 91,000 |
Total current liabilities | 3,713,651 | 15,051,336 |
Accrued interest – long term | 0 | 614,465 |
Note payable - long term portion, net of discount | 1,364,584 | 1,254,042 |
Notes payable - related parties, long term portion | 0 | 164,650 |
Long term liabilities - discontinued operations | 0 | 2,301,151 |
Total liabilities | 5,078,235 | 19,385,644 |
Stockholders’ equity (deficit) | ||
Common stock, $0.0001 par value; 500,000,000 shares authorized; 25,301,819 and 24,248,486 shares issued; 24,568,157 and 23,547,823 shares outstanding at September 30, 2016 and December 31, 2015, respectively | 2,528 | 2,423 |
Additional paid-in capital | 34,398,840 | 32,344,584 |
Treasury stock, 519,254 and 486,254 shares outstanding at September 30, 2016 and December 31, 2015 | (174,949) | (160,099) |
Accumulated deficit | (31,300,607) | (37,570,402) |
Total stockholder’s equity (deficit) | 2,925,812 | (5,383,494) |
Total liabilities and stockholders’ equity (deficit) | $ 8,004,047 | $ 14,002,150 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares outstanding | 24,568,157 | 23,547,823 |
Common stock, shares issued | 25,301,819 | 24,248,486 |
Treasury stock, shares | 519,254 | 486,254 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue | $ 9,094,443 | $ 8,025,772 | $ 25,413,011 | $ 22,236,270 |
Cost of goods sold | 6,404,185 | 5,671,714 | 17,979,553 | 15,666,141 |
Gross margin | 2,690,258 | 2,354,058 | 7,433,458 | 6,570,129 |
Selling, general and administrative expenses | 1,702,425 | 2,400,301 | 5,245,178 | 6,403,048 |
Total operating expenses | 1,702,425 | 2,400,301 | 5,245,178 | 6,403,048 |
Operating income (loss) | 987,833 | (46,243) | 2,188,280 | 167,081 |
Other (income) expense: | ||||
Interest expense, net | 121,226 | 223,256 | 365,764 | 443,824 |
Other (income) | 0 | (5,400) | 0 | (5,400) |
Total other expense | 121,226 | 217,856 | 365,764 | 438,424 |
Net income (loss) before taxes | 866,607 | (264,099) | 1,822,516 | (271,343) |
Income tax expense | 0 | 0 | 0 | 0 |
Net income (loss) from continuing operations | 866,607 | (264,099) | 1,822,516 | (271,343) |
Net income (loss) from discontinued operations | 0 | (2,906,278) | 4,447,279 | (6,867,041) |
Consolidated net income (loss) | $ 866,607 | $ (3,170,377) | $ 6,269,795 | $ (7,138,384) |
Net income (loss) per share from continuing operations – basic (in Dollars per share) | $ 0.035 | $ (0.012) | $ 0.073 | $ (0.012) |
Net income (loss) per share from discontinued operations – basic (in Dollars per share) | 0 | (0.127) | 0.178 | (0.312) |
Net income (loss) per share from continuing operations – diluted (in Dollars per share) | 0.030 | (0.012) | 0.066 | (0.012) |
Net income (loss) per share from discontinued operations – diluted (in Dollars per share) | $ 0 | $ (0.127) | $ 0.139 | $ (0.312) |
Weighted average shares outstanding - basic (in Shares) | 25,047,134 | 22,896,211 | 24,980,314 | 22,042,357 |
Weighted average shares outstanding - diluted (in Shares) | 31,619,778 | 22,896,211 | 32,044,762 | 22,042,357 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows (UNAUDITED) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 6,269,795 | $ (7,138,384) | |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Gain on sale of investment | 0 | (5,400) | |
Gain on sale of discontinued operations | (7,201,196) | 0 | |
Depreciation and amortization | 409,228 | 925,710 | |
Non-cash compensation | 673,523 | 3,464,738 | |
Non-cash compensation – FD employees | 1,028,908 | 0 | |
Amortization of discount on notes payable | 277,529 | 396,678 | |
Increase (decrease) in allowance for doubtful accounts | 11,963 | (515) | |
Changes in assets and liabilities: | |||
Accounts receivable, net | (237,265) | (354,755) | |
Deferred revenue | 289,254 | (921,758) | |
Inventory and other current assets, net | 81,012 | 303,384 | |
Accounts payable and accrued expenses - related party | (146,018) | (346,950) | |
Due from related party | 110 | 0 | |
Accounts payable and accrued expenses | 197,603 | (74,878) | |
Contingent liability | (91,000) | (2,500) | |
Net cash provided by (used in) operating activities | 1,563,446 | (3,754,630) | |
Cash flows from investing activities: | |||
Cash received from sale of investment | 0 | 59,400 | |
Cash decrease due to sale of discontinued operations | (470,482) | 0 | |
Cash paid to re-acquire shares issued in acquisition of The Fresh Diet | 0 | (3,000,000) | |
Acquisition of property and equipment | (10,512) | (1,454,833) | |
Net cash used in investing activities | (480,994) | (4,395,433) | |
Cash flows from financing activities: | |||
Common stock sold for cash | 0 | 4,288,596 | |
Common stock sold for exercise of options and warrants | 0 | 788,860 | |
Payments made for the repurchase of common stock | (14,850) | 0 | |
Borrowings on revolving credit facilities | 805,959 | 4,547,700 | |
Payments made on revolving credit facilities | (841,831) | (3,514,404) | |
Borrowings made on debt | 0 | 1,980,000 | |
Principal payments on debt | (1,021,829) | (523,905) | |
Principal payments capital leases | (8,094) | (164,270) | |
Net cash (used in) provided by financing activities | (1,080,645) | 7,402,577 | |
Increase (Decrease) in cash and cash equivalents | 1,807 | (747,486) | |
Cash and cash equivalents at beginning of period | 2,137,289 | 3,112,526 | $ 3,112,526 |
Cash and cash equivalents at end of period | 2,139,096 | 2,365,010 | $ 2,137,289 |
Cash and cash equivalents at end of period – discontinued operations | 0 | 283,470 | |
Cash paid during the period for: | |||
Interest | 96,318 | 71,200 | |
Taxes | 0 | 0 | |
Issuance of shares of stock previously accrued | 34,000 | 37,500 | |
Equipment acquired under capital lease | 9,217 | 94,739 | |
Fair value of options issued to a service provider | 0 | 6,894 | |
Discount on notes payable due to extension of term | $ 0 | $ 647,565 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (UNAUDITED) (Parentheticals) - shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Issuance of shares of stock previously accrued | 25,000 | 150,000 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. BASIS OF PRESENTATION Basis of Presentation The accompanying unaudited interim condensed consolidated financial statements of Innovative Food Holdings, Inc., and its wholly owned subsidiaries, some of which are non-operating, Artisan Specialty Foods, Inc. (“Artisan”), Food Innovations, Inc. (“Food Innovations” or “FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers, Inc. (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., The Haley Group, Inc. (“Haley”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet” and collectively with IVFH and the other subsidiaries, the “Company” or “IVFH”) The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company, in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2015. In the opinion of management, the interim unaudited condensed consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations to be expected for the full year. Discontinued Operations On February 23, 2016, the Company consummated the sale of 90% of its ownership in The Fresh Diet, Inc. (“FD”). As a result of the sale, the results of operations from January 1, 2016 through February 22, 2016 and from January 1, 2015 through September 30, 2015 have been included in “Net loss from discontinued operations” in our consolidated statements of operations. Additionally, these assets and liabilities have been presented as discontinued operations in our consolidated balance sheet as of December 31, 2015. See Note 3 - Discontinued Operations for additional information. |
2. NATURE OF ACTIVITIES AND SIG
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan , FII, FNM, OFB, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. Since its incorporation, the Company primarily through FII’s relationship with US Food, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishables, specialty food products, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing consumers with gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB is an outsourced national sales and brand management team for emerging organic and specialty food Consumer Packaged Goods (“CPG”) companies and provides emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, Food Innovations, FNM, OFB, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. All accounts of FD have been included under discontinued operations. All material intercompany transactions have been eliminated upon consolidation of these entities. Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2016, the cash balance in excess of the FDIC limits was $1,448,028. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Cost of Goods Sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. Basic and Diluted Earnings Per Share Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. For the three months ended September 30, 2016, the company did not include the following in the calculation of weighted-average fully-diluted shares outstanding because the result would have been anti-dilutive: 2,742,503 shares underlying warrants and 1,475,000 shares underlying options. For the nine months ended September 30, 2016, the company did not include the following in the calculation of weighted-average fully-diluted shares outstanding because the result would have been anti-dilutive: 2,294,493 shares underlying warrants and 1,290,000 shares underlying options. For the three and nine months ended September 30, 2015, fully-diluted earnings per share was the same as basic earnings per share because the effect of the exercise of any of the dilutive securities would have been anti-dilutive, and the following were not included in the calculation of fully-diluted earnings per share: 5,682,320 shares underlying convertible notes payable and accrued interest; 3,120,000 shares from the exercise of options; and 3,537,286 shares from the exercise of warrants. Dilutive shares at September 30, 2016: Convertible notes and interest: At September 30, 2016, the Company had outstanding convertible notes payable in the aggregate principal amount of $812,215 with accrued interest of $623,771 convertible at the rate of $0.25 per share into an aggregate of 5,743,994 shares of common stock. Warrants: At September 30, 2016, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock options: At September 30, 2016, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share . RSUs: At September 30, 2016, the Company has issued restricted stock units (“RSUs”) for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”). In August 2016, 95,000 Board RSUs were exercised. At September 30, 2016, the following Board RSUs were outstanding: a total of 545,000 RSUs were vested, and 270,000 RSUs will vest on July 1, 2017. At September 30, 2016, the following Executive RSUs were outstanding: a total of 1,137,072 RSUs were vested; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value At September 30, 2016, the following FD RSUs were outstanding: A total of 300,000 RSUs were vested; 300,000 RSUs will vest on December 31, 2016; and 400,000 RSUs will vest on July 1, 2017. At September 30, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense (continuing operations) of $190,692 and $753,633 related to recognition of RSUs during the three months ended September 30, 2016 and 2015, respectively, and $658,709 and $1,551,775 related to recognition of RSUs during the nine months ended September 30, 2016 and 2015, respectively. Dilutive shares at September 30, 2015: Convertible notes and interest: At September 30, 2015, the Company had outstanding convertible notes payable in the aggregate principal amount of $758,065 with accrued interest of $665,516 convertible at the rate of $0.25 per share into an aggregate of 5,694,324 shares of common stock, and a convertible note payable in the amount of $100,000 convertible at the rate of $1.54 per share into 64,935 shares of common stock. Warrants: At September 30, 2015, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,493 shares at a price of $0.575 per share; 448,011 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At September 30, 2015, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 15,000 shares at a price of $1.50 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: At September 30, 2015, the Company has issued restricted stock units (“RSUs”) for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to employees of The Fresh Diet (“Employee RSUs”) and certain RSUs were issued to the executive officers of the Company (“Executive RSUs”) and certain RSUs were issued to members of the board of directors of the Company (“Board RSUs”). With respect to the Executive RSUs, the Company’s executive officers were awarded an aggregate number of RSUs which vest according to the following schedule, provided the performance conditions are met: 322,466 RSU’s vested on January 1, 2015, 390,000 RSUs vested on July 1, 2015 and 300,000 RSU’s vest on December 31, 2015; 75,000 RSU’s vest on May 1, 2016, 90,000 RSU’s vest on July 1, 2016 and 600,000 RSUs vest on December 31, 2016 and 890,000 RSUs vest on July 1, 2017 and 300,000 RSU’s vest solely upon the achievement of performance goals and the continued employment with the Company. The Employee RSUs issued to certain nonexecutive employees of the Company were issued either partially in lieu of salary, future bonuses or a combination of both bonus and salary. At September 30, 2015, there were a total of 99,907 Employee RSUs, all of which were vested. The FD RSUs issued to certain nonexecutive employees of FD were issued either partially in lieu of salary, future bonuses, or a combination of both bonus and salary. At September 30, 2015, the FD RSUs were scheduled to vest as follows: On July 1, 2015, 600,000 RSUs vested; on December 31, 2015 an additional 600,000 RSUs vest; on December 31, 2016 an additional 1,200,000 RSUs vest; and on July 1, 2017, an additional 1,600,000 RSUs vest. An additional 350,000 RSUs will vest if the price of the Company’s common stock closes above $2.50 per share for twenty consecutive trading days. In addition there are restrictions on the sale of such vested stock, including aggregate volume restrictions, and shares cannot be sold below $2.50 per share. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.50 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value. The Company estimated that the revenue targets had a 100% likelihood of achievement, and these RSUs were valued at 100% of their face value. We recognized stock-based compensation expense of in a straight-line manner over the vesting period of the RSUs. This resulted in stock-based compensation expense of $1,128,170 and $3,287,219 respectively, related to recognition of RSUs during the three and nine months ended September 30, 2015. Fully-diluted earnings per share was the same as basic earnings per share for the three and nine months ended September 30, 2015 because the effect of the exercise of above instruments would be anti-dilutive. Significant Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
3. DISCONTINUED OPERATIONS
3. DISCONTINUED OPERATIONS | 9 Months Ended |
Sep. 30, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 3. DISCONTINUED OPERATIONS Effective February 23, 2016, the Company closed a transaction to sell 90% of its ownership in FD to New Fresh Co., LLC, a Florida limited liability company controlled by the former founder of FD who was appointed Interim CEO of FD prior thereto. The consideration to Innovative Food Holdings consisted primarily of a restructuring of our loans, which includes the ability to convert to additional amounts of FD under certain circumstances. There is no continuing cash inflows or outflows from or to the discontinued operations. ASC 360-10-45-9 requires that a long-lived asset (disposal group) to be sold shall be classified as held for sale in the period in which a set of criteria have been met, including criteria that the sale of the asset (disposal group) is probable and actions required to complete the plan indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn. This criteria was achieved on February 9, 2016. Additionally, the discontinued operations are comprised of the entirety of The Fresh Diet, excluding corporate services expenses. Lastly, for comparability purposes certain prior period line items relating to the assets held for sale have been reclassified and presented as discontinued operations for all periods presented in the accompanying condensed consolidated statements of operations and the condensed consolidated balance sheets. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheet: December 31, 2015 Current assets - discontinued operations: Cash and cash equivalents $ 491,969 Inventory 173,987 Other current assets 640,137 Due from related parties 461,240 Total current assets - discontinued operations $ 1,767,333 Noncurrent assets - discontinued operations: Property and equipment, net $ 802,843 Intangible assets, net 3,862,711 Total noncurrent assets - discontinued operations $ 4,665,554 Current liabilities - discontinued operations: Accounts payable and accrued liabilities $ 3,022,466 Deferred revenue 5,035,906 Accrued liabilities - related parties 135,935 Accrued interest 58,943 Revolving credit facilities 211,211 Notes payable, current portion 528,594 Deferred tax liability 1,069,200 Contingent liabilities 450,000 Total current liabilities - discontinued operations: $ 10,512,255 Long term liabilities - discontinued operations: Note payable - long term portion 101,181 Notes payable - related parties, long term portion 2,199,970 Total long term liabilities - discontinued operations $ 2,301,151 The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations. The three and nine months ended September 30, 2016 includes the results from discontinued operations from January 2, 2016 through the date of disposal (February 22, 2016): Three Months Ended September 30, September 30, 2016 2015 Revenue - 4,103,930 Cost of goods sold - 3,542,429 Gross margin - 561,501 Selling, general and administrative expenses - 3,446,223 Total operating expenses - 3,446,223 Operating loss - (2,884,722 ) Other (income) expense: Gain on sale of discontinued operations - - Interest expense, net - 21,556 Total other (income) expense - 21,556 Income (loss) from discontinued operations, net of tax $ - $ (2,906,278 ) Nine Months Ended September 30, September 30, 2016 2015 Revenue 2,389,950 13,607,750 Cost of goods sold 1,764,834 10,504,109 Gross margin 625,116 3,103,641 Selling, general and administrative expenses 3,368,213 9,905,762 Total operating expenses 3,368,213 9,905,762 Operating loss (2,743,097 ) (6,802,121 ) Other (income) expense: Gain on sale is discontinued operations (7,201,196 ) - Interest expense, net 10,820 64,920 Total other (income) expense (7,190,376 ) 64,920 Income (loss) from discontinued operations, net of tax $ 4,447,279 $ (6,867,041 ) The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the unaudited consolidated statements of cash flows relating to discontinued operations: Nine Months Ended September 30, September 30, 2016 2015 Cash Flow: Major line items Depreciation and Amortization 107,009 652,038 Non-cash compensation 1,028,908 1,777,944 Purchase of equipment (6,296 ) (142,162 ) Cash from revolving credit facilities 685,959 2,267,700 Payments made on revolving credit facilities (641,831 ) (2,614,404 ) Principal payments made on notes payable (7,074 ) (75,756 ) Principal payments made on capital leases (8,094 ) (157,374 ) The components of the gain on sale and income from discontinued operations are as follows: February 22, 2016 Receivable due from buyer, net of reserve of $8,700,000 $ - Net proceeds from sale of assets and liabilities - Assets sold (6,225,073 ) Liabilities sold 13,426,269 Net liabilities sold 7,201,196 Gain on sale 7,201,196 Loss from discontinued operations before income tax (2,753,917 ) Income tax expense - Income from discontinued operations $ 4,447,279 |
4. ACCOUNTS RECEIVABLE
4. ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE At September 30, 2016 and December 31, 2015, accounts receivable consists of: September 30, 2016 December 31, 2015 Accounts receivable from customers $ 1,932,257 $ 1,706,948 Allowance for doubtful accounts (56,371 ) (56,364 ) Accounts receivable, net $ 1,875,886 $ 1,650,584 |
5. INVENTORY
5. INVENTORY | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory consists primarily of specialty food products. At September 30, 2016 and December 31, 2015, inventory consisted of the following: September 30, 2016 December 31, 2015 Finished Goods Inventory $ 925,150 $ 920,885 |
6. PROPERTY AND EQUIPMENT
6. PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT The Company owns a building and property located at 28411 Race Track Road, Bonita Springs, Florida 34135 and with respect thereto has entered into each of a Loan Agreement, Mortgage, Security Agreement and Note with Fifth Third Bank, each with an effective date of February 26, 2013. The property consists of approximately 1.1 acres of land and approximately 10,000 square feet of combined office and warehouse space, and was purchased as part of a bank short sale. The Company moved its operations to these premises on July 15, 2013. The purchase price of the property was $792,758 and was financed in part by a five year mortgage in the amount of $546,000 carrying an annual interest rate of 3% above LIBOR Rate, as such term is defined in the Note. The Company also owns a building and property located at 2528 S. 27th Avenue, Broadview, Illinois 60155. The property consists of approximately 1.33 acres of land and approximately 28,711 square feet of combined office and warehouse space. The purchase price of $914,350 was initially financed primarily by a draw-down of $900,000 on the Company’s credit facility with Fifth Third Bank. On May 29, 2015, a permanent financing facility was provided by Fifth Third Bank in the form of a loan in the amount of $980,000. $900,000 of this amount was used to pay the balance of the credit facility; the additional $80,000 was used for refrigeration and other up-fit expenses at the property. The interest on the loan is at the LIBOR rate plus 3.0%. The building is used for office and warehouse space for the Company’s Artisan subsidiary. A summary of property and equipment at September 30, 2016 and December 31, 2015, was as follows: September 30, 2016 December 31, 2015 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 466,177 466,177 Warehouse Equipment 207,596 197,561 Furniture, Fixtures 454,743 451,346 Vehicles 40,064 40,064 Total before accumulated depreciation 2,880,268 2,866,836 Less: accumulated depreciation (793,390 ) (673,373 ) Total $ 2,086,878 $ 2,193,463 Depreciation and amortization expense for property and equipment amounted to $37,807 and $106,083 for the three months ended September 30, 2016 and 2015, respectively. Depreciation and amortization expense for property and equipment amounted to $120,017 and $293,348 for the nine months ended September 30, 2016 and 2015, respectively. |
7. INVESTMENTS
7. INVESTMENTS | 9 Months Ended |
Sep. 30, 2016 | |
Investments Schedule [Abstract] | |
Investment [Text Block] | 7. INVESTMENTS The Company has made investments in certain early stage food related companies which it expects can benefit from synergies with the Company’s various operating businesses. As of September 30, 2016 and December 31, 2015, the Company had made investments in two such companies in the aggregate amount of $150,000. The Company does not have significant influence over the operations of the companies it invests in. |
8. INTANGIBLE ASSETS
8. INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisition of Artisan and OFB, and the acquisition of certain assets of The Haley Group, LLC. The following is the net book value of these assets: September 30, 2016 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (244,000 ) - Customer Relationships 1,130,994 (740,743 ) 390,251 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (984,743 ) $ 758,251 December 31, 2015 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (213,500 ) 30,500 Customer Relationships 1,130,994 (589,042 ) 541,952 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (802,542 ) $ 940,452 Amortization expense charged to continuing operations for the three months ended September 30, 2016 and 2015 was $50,567 and $210,788, respectively. Amortization expense charged to continuing operations for the nine months ended September 30, 2016 and 2015 was $182,201 and $632,364, respectively. The trade names are not considered finite-lived assets, and are not being amortized. The non-compete agreements are being amortized over a period of 48 months. The customer relationships acquired in the Artisan, Haley, and OFB transactions are being amortized over periods of 60, 36, and 60 months, respectively. As detailed in ASC 350, the Company tests for goodwill impairment in the fourth quarter of each year and whenever events or changes in circumstances indicate that the carrying amount of the asset exceeds its fair value and may not be recoverable. As detailed in ASC 350-20-35-3A, in performing its testing for goodwill impairment, management has completed a qualitative analysis to determine whether it was more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill. To complete this review, management followed the steps in ASC 350-20-35-3C to evaluate the fair value of goodwill and considered all known events and circumstances that might trigger an impairment of goodwill. The analysis completed in 2015 determined that there was no impairment to goodwill assets related to the Artisan and Haley transactions. |
9. ACCOUNTS PAYABLE AND ACCRUED
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, 2015 Trade payables $ 1,273,435 $ 1,623,856 Accrued costs of discontinued operations 202,964 - Accrued payroll and commissions 89,803 78,670 Total $ 1,566,202 $ 1,702,526 At September 30, 2016 and December 31, 2015, accrued liabilities to related parties of consisted of accrued payroll, accrued bonus, and payroll related benefits. |
10. ACCRUED INTEREST
10. ACCRUED INTEREST | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 10. ACCRUED INTEREST At September 30 2016 accrued interest was $623,771, which is convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,495,084 shares. During the nine months ended September 30, 2016, the Company paid cash for interest in the aggregate amount of $92,965. The due date of the accrued interest in the amount is July 1, 2017. At December 31, 2015, accrued interest was $623,695. Of this amount, $614,465 is convertible at the option of the note holders into the Company’s common stock a price of $0.25 per share, or a total of 2,457,860 shares. During the twelve months ended December 31, 2015, the Company paid cash for interest in the aggregate amount of $68,754. The due date of accrued interest in the amount of $614,465 was extended to July 1, 2017 pursuant to an amendment to the September 2015 Notes Payable Extension Agreement (See Note 12) and is classified as a long-term liability on the Company’s balance sheet at December 31, 2015. |
11. REVOLVING CREDIT FACILITIES
11. REVOLVING CREDIT FACILITIES | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | 11. REVOLVING CREDIT FACILITIES September 30, 2016 December 31, 2015 Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. During the three and nine months ended September 30, 2016, the Company made net borrowings in the amount of $0 and $120,000 from this facility. During the three months and nine months ended September 30, 2016, the Company made principal payments in the net amount of $0 and $200,000, respectively. During the three months ended September 30,2016, the Company transferred principal in the amount of $1,200,000 from this credit facility to a new term loan established with Fifth Third Bank. During the three and nine months ended September 30, 2016, the Company recorded interest in the amount of $6,151 and $23,203, respectively. $ 100,000 $ 1,380,000 Total $ 100,000 $ 1,380,000 |
12. NOTES PAYABLE AND NOTES PAY
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES September 30, 2016 December 31, 2015 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest is due on the maturity date of February 5, 2018. During the three months ended September 30, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended September 30, 2016, the Company made principal and interest payments in the amount of $152,634 and $10,039, respectively, on this loan. $ 1,047,366 $ - Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount will be due February 28, 2018. During the three months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $13,650 and $3,205, respectively. During the nine months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $40,950 and $9,987, respectively. 350,350 391,300 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $24,500 and $7,282, respectively. During the nine months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $73,500 and $22,189, respectively. 849,333 922,833 September 30, 2016 December 31, 2015 A total of 17 convertible notes payable in the aggregate amount of $647,565 (the “Convertible Notes Payable”). Certain of the Convertible Notes Payable contain cross default provisions, and are secured by subordinated interest in a majority of the Company’s assets. The Convertible Notes Payable bear interest at the rate of 1.9% per annum; principal and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share; however, the interest may be paid in cash by the Company and certain limited amounts of principle may also be prepaid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015, and a discount to the notes in the aggregate amount of $732,565 was recorded to recognize the value of the beneficial conversion feature embedded in the extension of the term of the notes. In March 2015 the notes were further extended to January 1, 2016. On September 30, 2015, the notes in the amount of $647,565 were further extended to July 1, 2017, and a discount in the amount of $647,565 was recorded to recognize the value of the beneficial conversion featured embedded in the extension of the term of the notes. During the three and nine months ended September 30, 2016, $92,509 and $277,528, respectively, of this discount was charged to operations. During the three and nine months ended September 30, 2016, the Company accrued interest in the amount of $3,102 and $9,306, respectively, on these notes. $ 647,565 $ 647,565 An unsecured note to Sam Klepfish for $164,650 which may not be prepaid without Mr. Klepfish’s consent, originally carrying an interest rate of 8% per annum and no due date. As of July 1, 2014, the interest rate was reduced to 1.9% and as of November 17, 2014 the interest rate was further reduced to 0%. During the three months ended December 31, 2015, interest in the amount of $54,150 was capitalized, and the aggregate principal amount of $164,650 was extended to July 1, 2017. This note and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. 164,650 164,650 Promissory note in the amount of $200,000 bearing interest at the rate of 1% per annum issued in connection with the OFB acquisition. Principal in the amount of $100,000 was due June 30, 2015; this payment was made in July 2015 within the 5 day grace period stipulated in the note agreement. During the three and nine months ended September 30, 2016, the Company paid accrued interest in the amount of $2,010 on this note. The note is convertible into shares of the Company’s common stock at the conversion price of $1.54 per share. During the three and nine months ended September 30, 2016, the Company accrued interest in the amount of $510 and $1,010, respectively, on this note. In July 2016, the Company made a principal payment in the amount of $100,000 which satisfied this note in full. - 100,000 Promissory note payable to Alpha Capital in the amount of $469,010 dated November 6, 2015 bearing interest at the rate of 9.9% per annum. This note is unsecured, and became due December 6, 2015. During the nine months ended September 30, 2016 the Company accrued interest expense in the amount of $9,525, on this note. During the nine months ended September 30, 2016, the Company paid principal and accrued interest in the amounts of $469,010 and $15,798, respectively, which satisfied this note in full. - 469,010 Promissory note payable to Alpha Capital in the amount of $176,005 dated November 20, 2015 bearing interest at the rate of 9.9% per annum. This note is unsecured, and became due December 20, 2015. During the nine months ended September 30, 2016, the Company accrued interest expense in the amount of $3,533 on this note. During the nine months ended September 30, 2016, the Company paid principal and accrued interest in the amounts of $176,005 and $5,490, respectively, which satisfied this note in full. - 176,005 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended September 30, 2016, the Company made principal and interest payments in the amount of $744 and $78, respectively. During the nine months ended September 30, 2016, the Company made principal and interest payments in the amount of $2,206 and $260, respectively. 6,527 - September 30, 2016 December 31, 2015 Total $ 3,065,791 $ 2,871,363 Less: Discount (277,529 ) (555,056 ) Net $ 2,788,262 $ 2,316,307 Current maturities, net of discount $ 1,423,678 $ 897,615 Long-term portion, net of discount 1,364,584 1,418,692 Total $ 2,788,262 $ 2,316,307 For the Three Months Ended September 30, 2016 2015 Discount on Notes Payable amortized to interest expense: $ 92,509 $ 198,364 For the Nine Months Ended September 30, 2016 2015 Discount on Notes Payable amortized to interest expense: $ 277,527 $ 396,678 At September 30, 2016 and December 31, 2015, the Company had unamortized discounts to notes payable in the aggregate amount of $277,529 and $555,056, respectively. Beneficial Conversion Features The Company calculates the fair value of any beneficial conversion features embedded in its convertible notes via the Black-Scholes valuation method. The Company also calculates the fair value of any detachable warrants offered with its convertible notes via the Black-Scholes valuation method. The instruments were considered discounts to the notes, to the extent the aggregate value of the warrants and conversion features did not exceed the face value of the notes. These discounts were amortized to interest expense via the effective interest method over the term of the notes. |
13. RELATED PARTY TRANSACTIONS
13. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2016: At December 31, 2015, the Company had an accrued liability in the amount of $160,150 representing an aggregate of 210,520 shares of common stock to be issued to officers, directors, and employees for services performed during 2013; during the three months ended March 31, 2016, the Company issued 210,520 RSUs in satisfaction of this liability. Also at December 31, 2015, the Company had an accrued liability in the amount of $157,780 representing 244,620 RSUs to be issued to officers and employees as a bonus for services performed in 2015; during the three months ended March 31, 2016, the Company issued an aggregate of 244,620 RSUs in satisfaction of this liability. During the three months ended September 30, 2016, the Company issued 95,000 shares of its common stock to an ex-Director of the Company pursuant to the exercise of RSUs. For the nine months ended September 30, 2015: During the nine months ended September 30, 2015, the Company extended the expiration date to December 31, 2015 of certain options to purchase a total of 277,500 shares of the Company’s common stock which were held by board members and key employees. The Company valued the options at the extended due dates using the Black-Scholes valuation model, and charged the amount of $146 to operations during the period ended June 30, 2015. (See note 15). At September 30, 2015, the Company’s subsidiary, FD had loans receivable outstanding in the aggregate amount of $426,342 from four individuals who were previously owners of The Fresh Diet. The Company also has a loan receivable in the amount of $34,899 from a previously related entity. During the three months ended September 30, 2015, the Company issued 25,000 shares of common stock with a value of $42,500 to the President of The Fresh Diet pursuant to his employment agreement. |
14. COMMITMENTS AND CONTINGENCI
14. COMMITMENTS AND CONTINGENCIES | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. COMMITMENTS AND CONTINGENT LIABILITIES Contingent Liability Pursuant to the OFB acquisition, the Company was contingently liable for certain performance-based payments over the twenty-four months following the acquisition date. The Company believed it was likely that these payments would be made, and accordingly recorded the entire amount of $225,000 as a contingent liability on its balance sheet at acquisition with $91,000 outstanding at December 31, 2015. During the three months ended September 30, 2016 and 2015, payments were made in the aggregate amount of $60,000 and $26,250, respectively. During the nine months ended September 30, 2016 and 2015, payments in the aggregate amount of $91,000 and $52,500, respectively, have been made under this contingent liability; at September 30, 2016, the balance of the contingent liability is $0. Litigation From time to time, the Company may be involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. |
15. EQUITY
15. EQUITY | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 15. EQUITY Common Stock At September 30, 2016 and December 31, 2015, a total of 733,662 shares are deemed issued but not outstanding by the Company. Nine months ended September 30, 2016: The Company issued 25,000 shares of common stock with a fair value of $34,000 to a service provider. The value of these shares was accrued during the twelve months ended December 31, 2015. The Company issued an aggregate of 600,000 shares of common stock to an employee of The Fresh Diet pursuant to a separation agreement. These shares were issued as follows: 300,000 of these shares were issued for the exercise of RSUs held by the employee, and an additional 300,000 shares were charged to discontinued operations at the fair value of $147,000. The Company issued 133,333 shares of common stock to an employee of The Fresh Diet pursuant to an employee agreement. The fair value of these shares in the amount of $67,987 was charged to discontinued operations during the period. The Company issued 200,000 shares of common stock to an employee of The Fresh Diet pursuant to a separation agreement. These shares were issued via the exercise of RSUs; the par value of $20 was charged to additional paid-in capital during the period. The Company repurchased 33,000 shares of common stock at a share price of $0.45 per share. The value of these shares in the amount of $14,850 has been recorded in treasury stock. The Company issued 95,000 shares of common stock pursuant to the exercises of RSUs by an ex-director. Nine months ended September 30, 2015: The Company sold 3,178,420 shares of common stock at a price of $0.9646 per share and an additional 943,829 shares at a price of $1.30 per share in a private placement for net cash proceeds of $4,288,596. The Company paid $3,000,000 cash for the purpose of acquiring, in a block sale, the shares of Monolith Ventures Ltd, a former shareholder of The Fresh Diet, who agreed to sell its position of 3,110,063 shares at a price of $0.9646 per share. The Company cancelled these 3,110,063 shares during the three months ended March 31, 2015. The Company issued 727,272 shares of common stock pursuant to the exercise of warrants for cash of $400,000. The Company issued 40,000 shares of common stock pursuant to the exercise of stock options for cash of $15,200. The Company issued 150,000 shares of common stock Michael Ferrone pursuant to the exercise of 150,000 stock options with a weighted average exercise price of $0.444 per share, for cash proceeds of $66,600. On September 25, 2015, the Company issued 533,913 shares of common stock pursuant to the exercise of warrants with a purchase price of $0.575 per share, for cash proceeds of $307,000. On September 30, 2015, the Company recorded the issuance of 25,000 shares of common stock with a fair value of $42,500 to an employee pursuant to an employment agreement. Warrants The following table summarizes the significant terms of warrants outstanding at September 30, 2016. These warrants may be settled in cash and, unless the underlying shares are registered, via cashless conversion, into shares of the Company’s common stock at the request of the warrant holder. These warrants were granted as part of a financing agreement: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.010 700,000 3.63 $ 0.010 700,000 $ 0.010 $ 0.250 94,783 0.75 $ 0.250 94,783 $ 0.250 $ 0.550 448,010 0.75 $ 0.550 448,011 $ 0.550 $ 0.575 2,294,491 0.75 $ 0.575 2,294,491 $ 0.575 3,537,284 1.32 $ 0.451 3,537,284 $ 0.451 Transactions involving warrants are summarized as follows: Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2015 3,537,284 $ 0.451 Granted - - Exercised - - Cancelled / Expired - - Warrants outstanding at September 30, 2016 3,537,284 $ 0.451 Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.350 1,170,000 0.91 $ 0.350 1,170,000 $ 0.350 $ 0.380 92,500 0.25 $ 0.380 92,500 $ 0.380 $ 0.400 275,000 0.25 $ 0.400 275,000 $ 0.400 $ 0.450 92,500 0.25 $ 0.450 92,500 $ 0.450 $ 0.474 92,500 0.25 $ 0.474 92,500 $ 0.474 $ 0.480 92,500 0.25 $ 0.480 92,500 $ 0.480 $ 0.570 225,000 1.25 $ 0.570 225,000 $ 0.570 $ 1.310 75,000 1.92 $ 1.310 25,000 $ 1.310 $ 1.440 15,000 0.09 $ 1.440 15,000 $ 1.440 $ 1.460 100,000 1.75 $ 1.460 100,000 $ 1.460 $ 1.600 310,000 1.25 $ 1.600 310,000 $ 1.600 $ 1.900 15,000 1.09 $ 1.900 15,000 $ 1.900 $ 2.000 500,000 0.41 $ 2.000 500,000 $ 2.000 $ 2.400 20,000 1.67 $ 2.400 20,000 $ 2.400 $ 3.400 30,000 1.67 $ 3.400 30,000 $ 3.400 3,105,000 0.81 $ 0.887 3,055,000 $ 0.880 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2015 3,105,000 $ 0.887 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Options outstanding at September 30, 2016 3,105,000 $ 0.887 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2016 and 2015 was $737,905 and $1,268,030, respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.48 and $1.02 as of September 30, 2016 and 2015, respectively, and the exercise price multiplied by the number of options outstanding. During the nine months ended September 30, 2015, the Company extended the expiration date of certain options to purchase a total of 277,500 shares of the Company’s common stock which were held by board members and key employees. The expiration dates of options to purchase 92,500 shares of common stock at a price of $0.38 per share were extended from March 31, 2015 to December 31, 2015; the expiration dates of options to purchase 92,500 shares of common stock at a price of $0.45 per share were extended from June 30, 2015 to December 31, 2015; and the expiration dates of options to purchase 92,500 shares of common stock at a price of $0.474 per share were extended from September 30, 2015 to December 31, 2015. The Company valued the options at the extended due dates using the Black-Scholes valuation model, and charged the amount of $146 to operations during the period ended March 31, 2015. During the three months ended September 30, 2016, and 2015 the Company charged a total of $4,983 and $9,959, respectively, to operations related to recognized stock-based compensation expense for employee stock options. During the nine months ended September 30, 2016, and 2015 the Company charged a total of $14,814 and $95,873, respectively, to operations related to recognized stock-based compensation expense for employee stock options. Accounting for warrants and stock options The Company valued warrants and options using the Black-Scholes valuation model utilizing the following variables: September 30, 2015 Volatility 47.35 % Dividends $ - Risk-free interest rates 0.99 % Term (years) 3.00 Restricted Stock Units (“RSUs”) At September 30, 2016, the Company has issued restricted stock units (“RSUs”) for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”). In August 2016, 95,000 Board RSUs were exercised. At September 30, 2016, the following Board RSUs were outstanding: a total of 545,000 RSUs were vested, and 270,000 RSUs will vest on July 1, 2017. At September 30, 2016, the following Executive RSUs were outstanding: a total of 1,137,072 RSUs were vested; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value At September 30, 2016, the following FD RSUs were outstanding: A total of 300,000 RSUs were vested; 300,000 RSUs will vest on December 31, 2016; and 400,000 RSUs will vest on July 1, 2017. At September 30, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested RSUs expense during the three and nine months ended September 30, Three Months Ended September 30, 2016 2015 RSUs expense – Continuing operations $ 190,692 $ 753,633 RSUs expense – Discontinued operations - 374,536 Total $ 190,692 $ 1,128,169 Nine Months Ended September 30, 2016 2015 RSUs expense – Continuing operations $ 658,709 $ 1,551,775 RSUs expense – Discontinued operations 813,908 1,735,444 Total $ 1,472,617 $ 3,287,219 |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business Activity Our business is currently conducted by our wholly-owned subsidiaries, Artisan , FII, FNM, OFB, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. Since its incorporation, the Company primarily through FII’s relationship with US Food, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants, within 24 – 72 hours, with the freshest origin-specific perishables, specialty food products, and healthcare products shipped directly from our network of vendors and from our warehouses. Our customers include restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. Gourmet has been in the business of providing consumers with gourmet food products shipped directly from our network of vendors and from our warehouses within 24 – 72 hours. GFG is focused on expanding the Company’s program offerings to additional customers. In our business model, we receive orders from our customers and then work closely with our suppliers and our warehouse facilities to have the orders fulfilled. In order to maintain freshness and quality, we carefully select our suppliers based upon, among other factors, their quality, uniqueness, reliability and access to overnight courier services. Artisan is a supplier of over 1,500 niche gourmet products to over 500 customers in the Greater Chicago area. Haley is a dedicated foodservice consulting and advisory firm that works closely with companies to access private label and manufacturers’ label food service opportunities with the intent of helping them launch and commercialize new products in the foodservice industry. OFB is an outsourced national sales and brand management team for emerging organic and specialty food Consumer Packaged Goods (“CPG”) companies and provides emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to doubtful accounts receivable, stock-based services, valuation of financial instruments, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, Food Innovations, FNM, OFB, GFG, Gourmet Foodservice Warehouse, Inc., Gourmeting, Inc., Haley, and Gourmet. All accounts of FD have been included under discontinued operations. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration Risk Cash includes amounts deposited in financial institutions in excess of insurable Federal Deposit Insurance Corporation (FDIC) limits. At times throughout the year, the Company may maintain cash balances in certain bank accounts in excess of FDIC limits. As of September 30, 2016, the cash balance in excess of the FDIC limits was $1,448,028. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk in these accounts. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales, the Company recognizes revenue in accordance with Financial Accounting Standards Board “FASB” Accounting Standards Codification “ASC” 605-15-05. ASC 605-15-05 requires that four basic criteria must be met before revenue can be recognized: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management’s judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. |
Cost of Sales, Policy [Policy Text Block] | Cost of Goods Sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic net income (loss) per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income (loss) per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. For the three months ended September 30, 2016, the company did not include the following in the calculation of weighted-average fully-diluted shares outstanding because the result would have been anti-dilutive: 2,742,503 shares underlying warrants and 1,475,000 shares underlying options. For the nine months ended September 30, 2016, the company did not include the following in the calculation of weighted-average fully-diluted shares outstanding because the result would have been anti-dilutive: 2,294,493 shares underlying warrants and 1,290,000 shares underlying options. For the three and nine months ended September 30, 2015, fully-diluted earnings per share was the same as basic earnings per share because the effect of the exercise of any of the dilutive securities would have been anti-dilutive, and the following were not included in the calculation of fully-diluted earnings per share: 5,682,320 shares underlying convertible notes payable and accrued interest; 3,120,000 shares from the exercise of options; and 3,537,286 shares from the exercise of warrants. Dilutive shares at September 30, 2016: Convertible notes and interest: At September 30, 2016, the Company had outstanding convertible notes payable in the aggregate principal amount of $812,215 with accrued interest of $623,771 convertible at the rate of $0.25 per share into an aggregate of 5,743,994 shares of common stock. Warrants: At September 30, 2016, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,491 shares at a price of $0.575 per share; 448,010 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock options: At September 30, 2016, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share . RSUs: At September 30, 2016, the Company has issued restricted stock units (“RSUs”) for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to members of the board of directors of the Company (“Board RSUs”); certain RSUs were issued to the executive officers of the Company (“Executive RSUs”); certain RSUs were issued to employees of the Company (“Employee RSUs”); and certain RSUs were issued to employees of The Fresh Diet (“FD RSUs”). In August 2016, 95,000 Board RSUs were exercised. At September 30, 2016, the following Board RSUs were outstanding: a total of 545,000 RSUs were vested, and 270,000 RSUs will vest on July 1, 2017. At September 30, 2016, the following Executive RSUs were outstanding: a total of 1,137,072 RSUs were vested; 600,000 RSUs will vest on December 31, 2016; and 800,000 RSUs will vest on July 1, 2017. An additional 125,000 RSUs will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 RSUs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value At September 30, 2016, the following FD RSUs were outstanding: A total of 300,000 RSUs were vested; 300,000 RSUs will vest on December 31, 2016; and 400,000 RSUs will vest on July 1, 2017. At September 30, 2016, a total of 251,174 Employee RSUs were outstanding, all of which were vested. We recognized stock-based compensation expense for RSUs in a straight-line manner over the vesting period of the grant. This resulted in stock-based compensation expense (continuing operations) of $190,692 and $753,633 related to recognition of RSUs during the three months ended September 30, 2016 and 2015, respectively, and $658,709 and $1,551,775 related to recognition of RSUs during the nine months ended September 30, 2016 and 2015, respectively. Dilutive shares at September 30, 2015: Convertible notes and interest: At September 30, 2015, the Company had outstanding convertible notes payable in the aggregate principal amount of $758,065 with accrued interest of $665,516 convertible at the rate of $0.25 per share into an aggregate of 5,694,324 shares of common stock, and a convertible note payable in the amount of $100,000 convertible at the rate of $1.54 per share into 64,935 shares of common stock. Warrants: At September 30, 2015, the Company had outstanding warrants for holders to purchase the following additional shares: 2,294,493 shares at a price of $0.575 per share; 448,011 shares at a price of $0.55 per share; 94,783 shares at a price of $0.25 per share; and 700,000 shares at a price of $0.01 per share. Stock Options: At September 30, 2015, the Company had outstanding options for holders to purchase the following additional shares: 30,000 shares at a price of $3.40 per share; 20,000 shares at a price of $2.40 per share; 500,000 shares at a price of $2.00 per share; 15,000 shares at a price of $1.90 per share; 310,000 shares at a price of $1.60 per share; 15,000 shares at a price of $1.50 per share; 100,000 shares at a price of $1.46 per share; 15,000 shares at a price of $1.44 per share; 75,000 shares at a price of $1.31 per share; 225,000 shares at a price of $0.57 per share; 92,500 shares at a price of $0.48 per share; 92,500 shares at a price of $0.474 per share; 92,500 shares at a price of $0.45 per share; 275,000 shares at a price of $0.40 per share; 92,500 shares at a price of $0.38 per share; and 1,170,000 shares at a price of $0.35 per share. RSUs: At September 30, 2015, the Company has issued restricted stock units (“RSUs”) for the potential issuance of shares of the Company’s common stock for the purpose of aligning executives and employees of the Company and for the purpose of compensation for serving as members of the Board of Directors of the Company and for the purposes of retaining qualified personnel at compensation levels that otherwise would not be available should the company have been required to pay certain salaries in cash only. Certain of the RSUs were issued to employees of The Fresh Diet (“Employee RSUs”) and certain RSUs were issued to the executive officers of the Company (“Executive RSUs”) and certain RSUs were issued to members of the board of directors of the Company (“Board RSUs”). With respect to the Executive RSUs, the Company’s executive officers were awarded an aggregate number of RSUs which vest according to the following schedule, provided the performance conditions are met: 322,466 RSU’s vested on January 1, 2015, 390,000 RSUs vested on July 1, 2015 and 300,000 RSU’s vest on December 31, 2015; 75,000 RSU’s vest on May 1, 2016, 90,000 RSU’s vest on July 1, 2016 and 600,000 RSUs vest on December 31, 2016 and 890,000 RSUs vest on July 1, 2017 and 300,000 RSU’s vest solely upon the achievement of performance goals and the continued employment with the Company. The Employee RSUs issued to certain nonexecutive employees of the Company were issued either partially in lieu of salary, future bonuses or a combination of both bonus and salary. At September 30, 2015, there were a total of 99,907 Employee RSUs, all of which were vested. The FD RSUs issued to certain nonexecutive employees of FD were issued either partially in lieu of salary, future bonuses, or a combination of both bonus and salary. At September 30, 2015, the FD RSUs were scheduled to vest as follows: On July 1, 2015, 600,000 RSUs vested; on December 31, 2015 an additional 600,000 RSUs vest; on December 31, 2016 an additional 1,200,000 RSUs vest; and on July 1, 2017, an additional 1,600,000 RSUs vest. An additional 350,000 RSUs will vest if the price of the Company’s common stock closes above $2.50 per share for twenty consecutive trading days. In addition there are restrictions on the sale of such vested stock, including aggregate volume restrictions, and shares cannot be sold below $2.50 per share. The Company estimated that the stock-price goals of the Company’s stock price closing above $2.50 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value. The Company estimated that the revenue targets had a 100% likelihood of achievement, and these RSUs were valued at 100% of their face value. We recognized stock-based compensation expense of in a straight-line manner over the vesting period of the RSUs. This resulted in stock-based compensation expense of $1,128,170 and $3,287,219 respectively, related to recognition of RSUs during the three and nine months ended September 30, 2015. Fully-diluted earnings per share was the same as basic earnings per share for the three and nine months ended September 30, 2015 because the effect of the exercise of above instruments would be anti-dilutive |
New Accounting Pronouncements, Policy [Policy Text Block] | Significant Recent Accounting Pronouncements In February 2016, the FASB issued ASU No. 2016-2, which creates ASC Topic 842, “Leases.” This update increases transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This guidance is effective for interim and annual reporting periods beginning after December 15, 2018. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In March 2016, the FASB issued ASU No. 2016-9, which amends ASC Topic 718, “Compensation – Stock Compensation.” This amendment simplifies several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. In August 2016, the FASB issued ASU No. 2016-15 which amends ASC Topic 230, “Classification of Certain Cash Receipts and Cash Payments.” The amendments in this Update address eight specific cash flow issues with the objective of reducing the existing diversity in practice. The update outlines the classification of specific transactions as either cash inflows or outflows from financing activities, operating activities, investing activities or non-cash activities. This guidance is effective for interim and annual reporting periods beginning after December 15, 2017. We are evaluating what impact, if any, the adoption of this guidance will have on our financial condition, results of operations, cash flows or financial disclosures. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying unaudited condensed consolidated financial statements. |
3. DISCONTINUED OPERATIONS (Tab
3. DISCONTINUED OPERATIONS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Balance Sheet [Member] | |
3. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheet: December 31, 2015 Current assets - discontinued operations: Cash and cash equivalents $ 491,969 Inventory 173,987 Other current assets 640,137 Due from related parties 461,240 Total current assets - discontinued operations $ 1,767,333 Noncurrent assets - discontinued operations: Property and equipment, net $ 802,843 Intangible assets, net 3,862,711 Total noncurrent assets - discontinued operations $ 4,665,554 Current liabilities - discontinued operations: Accounts payable and accrued liabilities $ 3,022,466 Deferred revenue 5,035,906 Accrued liabilities - related parties 135,935 Accrued interest 58,943 Revolving credit facilities 211,211 Notes payable, current portion 528,594 Deferred tax liability 1,069,200 Contingent liabilities 450,000 Total current liabilities - discontinued operations: $ 10,512,255 Long term liabilities - discontinued operations: Note payable - long term portion 101,181 Notes payable - related parties, long term portion 2,199,970 Total long term liabilities - discontinued operations $ 2,301,151 |
Statements of Income (Loss) [Member] | |
3. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations. The three and nine months ended September 30, 2016 includes the results from discontinued operations from January 2, 2016 through the date of disposal (February 22, 2016): Three Months Ended September 30, September 30, 2016 2015 Revenue - 4,103,930 Cost of goods sold - 3,542,429 Gross margin - 561,501 Selling, general and administrative expenses - 3,446,223 Total operating expenses - 3,446,223 Operating loss - (2,884,722 ) Other (income) expense: Gain on sale of discontinued operations - - Interest expense, net - 21,556 Total other (income) expense - 21,556 Income (loss) from discontinued operations, net of tax $ - $ (2,906,278 ) Nine Months Ended September 30, September 30, 2016 2015 Revenue 2,389,950 13,607,750 Cost of goods sold 1,764,834 10,504,109 Gross margin 625,116 3,103,641 Selling, general and administrative expenses 3,368,213 9,905,762 Total operating expenses 3,368,213 9,905,762 Operating loss (2,743,097 ) (6,802,121 ) Other (income) expense: Gain on sale is discontinued operations (7,201,196 ) - Interest expense, net 10,820 64,920 Total other (income) expense (7,190,376 ) 64,920 Income (loss) from discontinued operations, net of tax $ 4,447,279 $ (6,867,041 ) |
Statement of Cash Flows [Member] | |
3. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the unaudited consolidated statements of cash flows relating to discontinued operations: Nine Months Ended September 30, September 30, 2016 2015 Cash Flow: Major line items Depreciation and Amortization 107,009 652,038 Non-cash compensation 1,028,908 1,777,944 Purchase of equipment (6,296 ) (142,162 ) Cash from revolving credit facilities 685,959 2,267,700 Payments made on revolving credit facilities (641,831 ) (2,614,404 ) Principal payments made on notes payable (7,074 ) (75,756 ) Principal payments made on capital leases (8,094 ) (157,374 ) |
Gain (Loss) on Sale of Business [Member] | |
3. DISCONTINUED OPERATIONS (Tables) [Line Items] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The components of the gain on sale and income from discontinued operations are as follows: February 22, 2016 Receivable due from buyer, net of reserve of $8,700,000 $ - Net proceeds from sale of assets and liabilities - Assets sold (6,225,073 ) Liabilities sold 13,426,269 Net liabilities sold 7,201,196 Gain on sale 7,201,196 Loss from discontinued operations before income tax (2,753,917 ) Income tax expense - Income from discontinued operations $ 4,447,279 |
4. ACCOUNTS RECEIVABLE (Tables)
4. ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At September 30, 2016 and December 31, 2015, accounts receivable consists of: September 30, 2016 December 31, 2015 Accounts receivable from customers $ 1,932,257 $ 1,706,948 Allowance for doubtful accounts (56,371 ) (56,364 ) Accounts receivable, net $ 1,875,886 $ 1,650,584 |
5. INVENTORY (Tables)
5. INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | At September 30, 2016 and December 31, 2015, inventory consisted of the following: September 30, 2016 December 31, 2015 Finished Goods Inventory $ 925,150 $ 920,885 |
6. PROPERTY AND EQUIPMENT (Tabl
6. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment at September 30, 2016 and December 31, 2015, was as follows: September 30, 2016 December 31, 2015 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 466,177 466,177 Warehouse Equipment 207,596 197,561 Furniture, Fixtures 454,743 451,346 Vehicles 40,064 40,064 Total before accumulated depreciation 2,880,268 2,866,836 Less: accumulated depreciation (793,390 ) (673,373 ) Total $ 2,086,878 $ 2,193,463 |
8. INTANGIBLE ASSETS (Tables)
8. INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: September 30, 2016 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (244,000 ) - Customer Relationships 1,130,994 (740,743 ) 390,251 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (984,743 ) $ 758,251 December 31, 2015 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 244,000 (213,500 ) 30,500 Customer Relationships 1,130,994 (589,042 ) 541,952 Goodwill 151,000 - 151,000 Total $ 1,742,994 $ (802,542 ) $ 940,452 |
9. ACCOUNTS PAYABLE AND ACCRU28
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at September 30, 2016 and December 31, 2015 are as follows: September 30, 2016 December 31, 2015 Trade payables $ 1,273,435 $ 1,623,856 Accrued costs of discontinued operations 202,964 - Accrued payroll and commissions 89,803 78,670 Total $ 1,566,202 $ 1,702,526 |
11. REVOLVING CREDIT FACILITI29
11. REVOLVING CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Disclosure Text Block [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | September 30, 2016 December 31, 2015 Line of credit facility with Fifth Third Bank in the original amount of $1,000,000 with an interest rate of LIBOR plus 3.25%. In August 2015, the amount of the credit facility was increased to $1,500,000 and the due date was extended to August 1, 2016. In August 2016, this credit facility was extended to August 1, 2017. During the three and nine months ended September 30, 2016, the Company made net borrowings in the amount of $0 and $120,000 from this facility. During the three months and nine months ended September 30, 2016, the Company made principal payments in the net amount of $0 and $200,000, respectively. During the three months ended September 30,2016, the Company transferred principal in the amount of $1,200,000 from this credit facility to a new term loan established with Fifth Third Bank. During the three and nine months ended September 30, 2016, the Company recorded interest in the amount of $6,151 and $23,203, respectively. $ 100,000 $ 1,380,000 Total $ 100,000 $ 1,380,000 |
12. NOTES PAYABLE AND NOTES P30
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | September 30, 2016 December 31, 2015 Term loan dated as of August 5, 2016 in the original amount of $1,200,000 payable to Fifth Third Bank. This loan is secured by the Company’s tangible and intangible personal property and bears interest at the rate of LIBOR plus 4.5%. Principal payments in the amount of $66,667 are due monthly along with accrued interest beginning September 5, 2016. The entire principal balance and all accrued interest is due on the maturity date of February 5, 2018. During the three months ended September 30, 2016, the Company transferred principal in the amount of $1,200,000 from the line of credit facility with Fifth Third Bank into this term loan. During the three months ended September 30, 2016, the Company made principal and interest payments in the amount of $152,634 and $10,039, respectively, on this loan. $ 1,047,366 $ - Secured mortgage note payable for the acquisition of land and building in Bonita Springs, Florida in the amount of $546,000. Principal payments of $4,550 and interest at the rate of Libor plus 3% are due monthly. The balance of the principal amount will be due February 28, 2018. During the three months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $13,650 and $3,205, respectively. During the nine months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $40,950 and $9,987, respectively. 350,350 391,300 Secured mortgage note payable for the acquisition of land and building in Broadview, Illinois in the amount of $980,000. Payments of $8,167 including principal and interest at the rate of LIBOR plus 2.75% are due monthly through April 2020, the remaining principal balance in the amount of $490,000 will be due May 29, 2020. During the three months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $24,500 and $7,282, respectively. During the nine months ended September 30, 2016, the Company made payments of principal and interest in the amounts of $73,500 and $22,189, respectively. 849,333 922,833 September 30, 2016 December 31, 2015 A total of 17 convertible notes payable in the aggregate amount of $647,565 (the “Convertible Notes Payable”). Certain of the Convertible Notes Payable contain cross default provisions, and are secured by subordinated interest in a majority of the Company’s assets. The Convertible Notes Payable bear interest at the rate of 1.9% per annum; principal and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share; however, the interest may be paid in cash by the Company and certain limited amounts of principle may also be prepaid in cash. Effective May 13, 2014, the due date of these notes was extended from May 15, 2014 to December 31, 2015, and a discount to the notes in the aggregate amount of $732,565 was recorded to recognize the value of the beneficial conversion feature embedded in the extension of the term of the notes. In March 2015 the notes were further extended to January 1, 2016. On September 30, 2015, the notes in the amount of $647,565 were further extended to July 1, 2017, and a discount in the amount of $647,565 was recorded to recognize the value of the beneficial conversion featured embedded in the extension of the term of the notes. During the three and nine months ended September 30, 2016, $92,509 and $277,528, respectively, of this discount was charged to operations. During the three and nine months ended September 30, 2016, the Company accrued interest in the amount of $3,102 and $9,306, respectively, on these notes. $ 647,565 $ 647,565 An unsecured note to Sam Klepfish for $164,650 which may not be prepaid without Mr. Klepfish’s consent, originally carrying an interest rate of 8% per annum and no due date. As of July 1, 2014, the interest rate was reduced to 1.9% and as of November 17, 2014 the interest rate was further reduced to 0%. During the three months ended December 31, 2015, interest in the amount of $54,150 was capitalized, and the aggregate principal amount of $164,650 was extended to July 1, 2017. This note and accrued interest are convertible into common stock of the Company at a conversion price of $0.25 per share. 164,650 164,650 Promissory note in the amount of $200,000 bearing interest at the rate of 1% per annum issued in connection with the OFB acquisition. Principal in the amount of $100,000 was due June 30, 2015; this payment was made in July 2015 within the 5 day grace period stipulated in the note agreement. During the three and nine months ended September 30, 2016, the Company paid accrued interest in the amount of $2,010 on this note. The note is convertible into shares of the Company’s common stock at the conversion price of $1.54 per share. During the three and nine months ended September 30, 2016, the Company accrued interest in the amount of $510 and $1,010, respectively, on this note. In July 2016, the Company made a principal payment in the amount of $100,000 which satisfied this note in full. - 100,000 Promissory note payable to Alpha Capital in the amount of $469,010 dated November 6, 2015 bearing interest at the rate of 9.9% per annum. This note is unsecured, and became due December 6, 2015. During the nine months ended September 30, 2016 the Company accrued interest expense in the amount of $9,525, on this note. During the nine months ended September 30, 2016, the Company paid principal and accrued interest in the amounts of $469,010 and $15,798, respectively, which satisfied this note in full. - 469,010 Promissory note payable to Alpha Capital in the amount of $176,005 dated November 20, 2015 bearing interest at the rate of 9.9% per annum. This note is unsecured, and became due December 20, 2015. During the nine months ended September 30, 2016, the Company accrued interest expense in the amount of $3,533 on this note. During the nine months ended September 30, 2016, the Company paid principal and accrued interest in the amounts of $176,005 and $5,490, respectively, which satisfied this note in full. - 176,005 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended September 30, 2016, the Company made principal and interest payments in the amount of $744 and $78, respectively. During the nine months ended September 30, 2016, the Company made principal and interest payments in the amount of $2,206 and $260, respectively. 6,527 - September 30, 2016 December 31, 2015 Total $ 3,065,791 $ 2,871,363 Less: Discount (277,529 ) (555,056 ) Net $ 2,788,262 $ 2,316,307 Current maturities, net of discount $ 1,423,678 $ 897,615 Long-term portion, net of discount 1,364,584 1,418,692 Total $ 2,788,262 $ 2,316,307 |
Schedule of Debt Discount Amortization Expense [Table Text Block] | For the Three Months Ended September 30, 2016 2015 Discount on Notes Payable amortized to interest expense: $ 92,509 $ 198,364 For the Nine Months Ended September 30, 2016 2015 Discount on Notes Payable amortized to interest expense: $ 277,527 $ 396,678 |
15. EQUITY (Tables)
15. EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Schedule of Warrants or Rights, Shares Authorized, by Exercise Price Range [Table Text Block] | These warrants were granted as part of a financing agreement: Range of exercise Prices Number of warrants Outstanding Weighted average remaining contractual life (years) Weighted average exercise price of outstanding Warrants Number of warrants Exercisable Weighted average exercise price of exercisable Warrants $ 0.010 700,000 3.63 $ 0.010 700,000 $ 0.010 $ 0.250 94,783 0.75 $ 0.250 94,783 $ 0.250 $ 0.550 448,010 0.75 $ 0.550 448,011 $ 0.550 $ 0.575 2,294,491 0.75 $ 0.575 2,294,491 $ 0.575 3,537,284 1.32 $ 0.451 3,537,284 $ 0.451 |
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block] | Transactions involving warrants are summarized as follows: Number of Weighted Average Warrants Exercise Price Warrants outstanding at December 31, 2015 3,537,284 $ 0.451 Granted - - Exercised - - Cancelled / Expired - - Warrants outstanding at September 30, 2016 3,537,284 $ 0.451 |
Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.350 1,170,000 0.91 $ 0.350 1,170,000 $ 0.350 $ 0.380 92,500 0.25 $ 0.380 92,500 $ 0.380 $ 0.400 275,000 0.25 $ 0.400 275,000 $ 0.400 $ 0.450 92,500 0.25 $ 0.450 92,500 $ 0.450 $ 0.474 92,500 0.25 $ 0.474 92,500 $ 0.474 $ 0.480 92,500 0.25 $ 0.480 92,500 $ 0.480 $ 0.570 225,000 1.25 $ 0.570 225,000 $ 0.570 $ 1.310 75,000 1.92 $ 1.310 25,000 $ 1.310 $ 1.440 15,000 0.09 $ 1.440 15,000 $ 1.440 $ 1.460 100,000 1.75 $ 1.460 100,000 $ 1.460 $ 1.600 310,000 1.25 $ 1.600 310,000 $ 1.600 $ 1.900 15,000 1.09 $ 1.900 15,000 $ 1.900 $ 2.000 500,000 0.41 $ 2.000 500,000 $ 2.000 $ 2.400 20,000 1.67 $ 2.400 20,000 $ 2.400 $ 3.400 30,000 1.67 $ 3.400 30,000 $ 3.400 3,105,000 0.81 $ 0.887 3,055,000 $ 0.880 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2015 3,105,000 $ 0.887 Granted - $ - Exercised - $ - Cancelled / Expired - $ - Options outstanding at September 30, 2016 3,105,000 $ 0.887 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Table Text Block] | The Company valued warrants and options using the Black-Scholes valuation model utilizing the following variables: September 30, 2015 Volatility 47.35 % Dividends $ - Risk-free interest rates 0.99 % Term (years) 3.00 |
Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block] | RSUs expense during the three and nine months ended September 30, 2016 and 2015 are summarized in the table below: Three Months Ended September 30, 2016 2015 RSUs expense – Continuing operations $ 190,692 $ 753,633 RSUs expense – Discontinued operations - 374,536 Total $ 190,692 $ 1,128,169 Nine Months Ended September 30, 2016 2015 RSUs expense – Continuing operations $ 658,709 $ 1,551,775 RSUs expense – Discontinued operations 813,908 1,735,444 Total $ 1,472,617 $ 3,287,219 |
1. BASIS OF PRESENTATION (Detai
1. BASIS OF PRESENTATION (Details) | Feb. 23, 2016 |
The Fresh Diet [Member] | |
1. BASIS OF PRESENTATION (Details) [Line Items] | |
Sale of Stock, Percentage of Ownership before Transaction | 90.00% |
2. NATURE OF ACTIVITIES AND S33
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Cash, Uninsured Amount (in Dollars) | $ 1,448,028 | $ 1,448,028 | |||
Allocated Share-based Compensation Expense (in Dollars) | $ 673,523 | $ 3,464,738 | |||
Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 95,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,137,072 | ||||
Allocated Share-based Compensation Expense (in Dollars) | $ 190,692 | $ 1,128,169 | $ 1,472,617 | $ 3,287,219 | |
Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,200,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 545,000 | ||||
Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 251,174 | 251,174 | |||
Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 350,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 300,000 | 300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In addition there are restrictions on the sale of such vested stock, including aggregate volume restrictions, and shares cannot be sold below $2.50 per share | ||||
Warrant [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 2,742,503 | 3,537,286 | 2,294,493 | 3,537,286 | |
Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,475,000 | 3,120,000 | 1,290,000 | 3,120,000 | |
Convertible Debt Securities [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 5,682,320 | 5,682,320 | |||
Continuing Operations [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Allocated Share-based Compensation Expense (in Dollars) | $ 190,692 | $ 753,633 | $ 658,709 | $ 1,551,775 | |
Options at $3.40 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 30,000 | 30,000 | |||
Option exercise price (in Dollars per share) | $ 3.40 | $ 3.40 | |||
Options at $2.40 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 20,000 | 20,000 | |||
Option exercise price (in Dollars per share) | $ 2.40 | $ 2.40 | |||
Options at $2.00 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 500,000 | 500,000 | |||
Option exercise price (in Dollars per share) | $ 2 | $ 2 | |||
Options at $1.90 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 15,000 | 15,000 | |||
Option exercise price (in Dollars per share) | $ 1.90 | $ 1.90 | |||
Options at $1.60 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 310,000 | 310,000 | |||
Option exercise price (in Dollars per share) | $ 1.60 | $ 1.60 | |||
Options at $1.46 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 100,000 | 100,000 | |||
Option exercise price (in Dollars per share) | $ 1.46 | $ 1.46 | |||
Options at $1.44 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 15,000 | 15,000 | |||
Option exercise price (in Dollars per share) | $ 1.44 | $ 1.44 | |||
Options at $1.310 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 75,000 | 75,000 | |||
Option exercise price (in Dollars per share) | $ 1.31 | $ 1.31 | |||
Options at $0.570 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 225,000 | 225,000 | |||
Option exercise price (in Dollars per share) | $ 0.57 | $ 0.57 | |||
Options at $0.480 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 92,500 | 92,500 | |||
Option exercise price (in Dollars per share) | $ 0.48 | $ 0.48 | |||
Options at $0.474 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 92,500 | 92,500 | |||
Option exercise price (in Dollars per share) | $ 0.474 | $ 0.474 | |||
Options at $0.45 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 92,500 | 92,500 | |||
Option exercise price (in Dollars per share) | $ 0.45 | $ 0.45 | |||
Options at $0.40 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 275,000 | 275,000 | |||
Option exercise price (in Dollars per share) | $ 0.40 | $ 0.40 | |||
Options at $0.38 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 92,500 | 92,500 | |||
Option exercise price (in Dollars per share) | $ 0.38 | $ 0.38 | |||
Options at $0.350 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 1,170,000 | 1,170,000 | |||
Option exercise price (in Dollars per share) | $ 0.35 | $ 0.35 | |||
Options at $1.50 [Member] | Employee Stock Option [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 15,000 | ||||
Option exercise price (in Dollars per share) | $ 1.50 | ||||
Warrants at $0.5750 per share [Member] | Warrant [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 2,294,491 | 2,294,493 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.575 | $ 0.575 | $ 0.575 | $ 0.575 | |
Warrants at $0.5500 per share [Member] | Warrant [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 448,010 | 448,011 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 0.55 | 0.55 | $ 0.55 | $ 0.55 | |
Warrants at $0.2500 per share [Member] | Warrant [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 94,783 | 94,783 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | 0.25 | 0.25 | $ 0.25 | $ 0.25 | |
Warrants at $0.0100 per share [Member] | Warrant [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants | 700,000 | 700,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | Jan. 1, 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 600,000 | 322,466 | |||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | 270,000 | 270,000 | |
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | Jul. 1, 2015 | |||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 300,000 | 600,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | Jul. 1, 2015 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 800,000 | 390,000 | |||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | |||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 400,000 | ||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 125,000 | 300,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days | ||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | |||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 600,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2015 | ||||
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | May 1, 2016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 175,000 | 75,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days | ||||
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | The Fresh Diet [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,600,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||||
Share-based Compensation Award, Tranche Five [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 90,000 | ||||
Share-based Compensation Award, Tranche Six [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 600,000 | ||||
Share-based Compensation Award, Tranche Seven [Member] | Restricted Stock Units (RSUs) [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 890,000 | ||||
Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | $ 0.25 | |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 5,743,994 | 5,694,324 | |||
Convertible Notes at $1.54 [Member] | Convertible Debt Securities [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Debt Instrument, Face Amount (in Dollars) | $ 100,000 | $ 100,000 | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 1.54 | $ 1.54 | |||
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 64,935 | ||||
Principal [Member] | Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Debt Instrument, Face Amount (in Dollars) | $ 812,215 | $ 758,065 | $ 812,215 | $ 758,065 | |
Accrued interest [Member] | Convertible Notes at $0.25 [Member] | Convertible Debt Securities [Member] | |||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||||
Debt Instrument, Face Amount (in Dollars) | $ 623,771 | $ 665,516 | $ 623,771 | $ 665,516 |
3. DISCONTINUED OPERATIONS (Det
3. DISCONTINUED OPERATIONS (Details) | Feb. 23, 2016 |
The Fresh Diet [Member] | |
3. DISCONTINUED OPERATIONS (Details) [Line Items] | |
Sale of Stock, Percentage of Ownership before Transaction | 90.00% |
3. DISCONTINUED OPERATIONS (De
3. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 |
Current assets - discontinued operations: | |||
Cash and cash equivalents | $ 0 | $ 283,470 | |
Total current assets - discontinued operations | 0 | $ 1,767,333 | |
Noncurrent assets - discontinued operations: | |||
Total noncurrent assets - discontinued operations | 0 | 4,665,554 | |
Current liabilities - discontinued operations: | |||
Total current liabilities - discontinued operations: | 0 | 10,512,255 | |
Long term liabilities - discontinued operations: | |||
Total long term liabilities - discontinued operations | $ 0 | 2,301,151 | |
The Fresh Diet [Member] | |||
Current assets - discontinued operations: | |||
Cash and cash equivalents | 491,969 | ||
Inventory | 173,987 | ||
Other current assets | 640,137 | ||
Due from related parties | 461,240 | ||
Total current assets - discontinued operations | 1,767,333 | ||
Noncurrent assets - discontinued operations: | |||
Property and equipment, net | 802,843 | ||
Intangible assets, net | 3,862,711 | ||
Total noncurrent assets - discontinued operations | 4,665,554 | ||
Current liabilities - discontinued operations: | |||
Accounts payable and accrued liabilities | 3,022,466 | ||
Deferred revenue | 5,035,906 | ||
Accrued liabilities - related parties | 135,935 | ||
Accrued interest | 58,943 | ||
Revolving credit facilities | 211,211 | ||
Notes payable, current portion | 528,594 | ||
Deferred tax liability | 1,069,200 | ||
Contingent liabilities | 450,000 | ||
Total current liabilities - discontinued operations: | 10,512,255 | ||
Long term liabilities - discontinued operations: | |||
Note payable - long term portion | 101,181 | ||
Notes payable - related parties, long term portion | 2,199,970 | ||
Total long term liabilities - discontinued operations | $ 2,301,151 |
3. DISCONTINUED OPERATIONS (36
3. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Disposal Groups, Including Discontinued Operations [Abstract] | ||||
Revenue | $ 0 | $ 4,103,930 | $ 2,389,950 | $ 13,607,750 |
Cost of goods sold | 0 | 3,542,429 | 1,764,834 | 10,504,109 |
Gross margin | 0 | 561,501 | 625,116 | 3,103,641 |
Selling, general and administrative expenses | 0 | 3,446,223 | 3,368,213 | 9,905,762 |
Total operating expenses | 0 | 3,446,223 | 3,368,213 | 9,905,762 |
Operating loss | 0 | (2,884,722) | (2,743,097) | (6,802,121) |
Other (income) expense: | ||||
Gain on sale of discontinued operations | 0 | 0 | (7,201,196) | 0 |
Interest expense, net | 0 | 21,556 | 10,820 | 64,920 |
Total other (income) expense | 0 | 21,556 | (7,190,376) | 64,920 |
Income (loss) from discontinued operations, net of tax | $ 0 | $ (2,906,278) | $ 4,447,279 | $ (6,867,041) |
3. DISCONTINUED OPERATIONS (37
3. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - The Fresh Diet [Member] - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Cash Flow: Major line items | ||
Depreciation and Amortization | $ 107,009 | $ 652,038 |
Non-cash compensation | 1,028,908 | 1,777,944 |
Purchase of equipment | (6,296) | (142,162) |
Cash from revolving credit facilities | 685,959 | 2,267,700 |
Payments made on revolving credit facilities | (641,831) | (2,614,404) |
Principal payments made on notes payable | (7,074) | (75,756) |
Principal payments made on capital leases | $ (8,094) | $ (157,374) |
3. DISCONTINUED OPERATIONS (38
3. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - USD ($) | Feb. 22, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Gain on sale | $ 7,201,196 | $ 0 | |||
Income tax expense | $ 0 | $ 0 | 0 | 0 | |
Income from discontinued operations | $ 0 | $ (2,906,278) | $ 4,447,279 | $ (6,867,041) | |
The Fresh Diet [Member] | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Receivable due from buyer, net of reserve of $8,700,000 | $ 0 | ||||
Net proceeds from sale of assets and liabilities | 0 | ||||
Assets sold | (6,225,073) | ||||
Liabilities sold | 13,426,269 | ||||
Net liabilities sold | 7,201,196 | ||||
Gain on sale | 7,201,196 | ||||
Loss from discontinued operations before income tax | (2,753,917) | ||||
Income tax expense | 0 | ||||
Income from discontinued operations | $ 4,447,279 |
3. DISCONTINUED OPERATIONS (39
3. DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations (Parentheticals) | Feb. 22, 2016USD ($) |
The Fresh Diet [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Receivable due from buyer, reserve | $ 8,700,000 |
4. ACCOUNTS RECEIVABLE (Details
4. ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 1,932,257 | $ 1,706,948 |
Allowance for doubtful accounts | (56,371) | (56,364) |
Accounts receivable, net | $ 1,875,886 | $ 1,650,584 |
5. INVENTORY (Details) - Schedu
5. INVENTORY (Details) - Schedule of inventory - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of inventory [Abstract] | ||
Finished Goods Inventory | $ 925,150 | $ 920,885 |
6. PROPERTY AND EQUIPMENT (Deta
6. PROPERTY AND EQUIPMENT (Details) | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) |
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Proceeds from Lines of Credit | $ 805,959 | $ 4,547,700 | ||||
Repayments of Lines of Credit | 841,831 | 3,514,404 | ||||
Depreciation | $ 37,807 | $ 106,083 | $ 120,017 | $ 293,348 | ||
Land and Building [Member] | ||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Area of Land (in Acres) | a | 1.33 | 1.1 | ||||
Area of Real Estate Property (in Square Feet) | ft² | 28,711 | 10,000 | ||||
Property, Plant and Equipment, Additions | $ 914,350 | $ 792,758 | ||||
Debt Instrument, Face Amount | 980,000 | |||||
Proceeds from Lines of Credit | 900,000 | |||||
Repayments of Lines of Credit | $ 900,000 | |||||
Land and Building [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% | |||||
Leasehold Improvements [Member] | ||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Property, Plant and Equipment, Additions | $ 80,000 | |||||
Mortgage note payable, land and building [Member] | ||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Debt Instrument, Term | 5 years | |||||
Debt Instrument, Face Amount | $ 546,000 | |||||
Mortgage note payable, land and building [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | ||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
6. PROPERTY AND EQUIPMENT (De43
6. PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,880,268 | $ 2,866,836 |
Less: accumulated depreciation | (793,390) | (673,373) |
Total | 2,086,878 | 2,193,463 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 385,523 | 385,523 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 1,326,165 | 1,326,165 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 466,177 | 466,177 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 207,596 | 197,561 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 454,743 | 451,346 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 40,064 | $ 40,064 |
7. INVESTMENTS (Details)
7. INVESTMENTS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
Investments Schedule [Abstract] | ||
Equity Method Investment, Additional Information | the Company had made investments in two such companies | |
Long-term Investments | $ 150,000 | $ 150,000 |
8. INTANGIBLE ASSETS (Details)
8. INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Amortization of Intangible Assets | $ 50,567 | $ 210,788 | $ 182,201 | $ 632,364 |
Noncompete Agreements [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||
Customer Relationships [Member] | Artisan Specialty Foods [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 60 months | |||
Customer Relationships [Member] | Haley Consulting Group [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 36 months | |||
Customer Relationships [Member] | Organic Food Brokers [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 60 months |
8. INTANGIBLE ASSETS (Details)
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 1,742,994 | $ 1,742,994 |
Intangible asset, accumulated amortization | (984,743) | (802,542) |
Intangible asset, net | 758,251 | 940,452 |
Goodwill [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Goodwill, gross | 151,000 | 151,000 |
Goodwill, Accumulated Impairment Loss | 0 | 0 |
Goodwill, net | 151,000 | 151,000 |
Trade Names [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 217,000 | 217,000 |
Intangible asset, accumulated amortization | 0 | 0 |
Intangible asset, net | 217,000 | 217,000 |
Noncompete Agreements [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 244,000 | 244,000 |
Intangible asset, accumulated amortization | (244,000) | (213,500) |
Intangible asset, net | 0 | 30,500 |
Customer Relationships [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 1,130,994 | 1,130,994 |
Intangible asset, accumulated amortization | (740,743) | (589,042) |
Intangible asset, net | $ 390,251 | $ 541,952 |
9. ACCOUNTS PAYABLE AND ACCRU47
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables | $ 1,273,435 | $ 1,623,856 |
Accrued costs of discontinued operations | 202,964 | 0 |
Accrued payroll and commissions | 89,803 | 78,670 |
Total | $ 1,566,202 | $ 1,702,526 |
10. ACCRUED INTEREST (Details)
10. ACCRUED INTEREST (Details) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($)$ / shares | |
10. ACCRUED INTEREST (Details) [Line Items] | |||
Interest Payable, Current | $ 623,771 | $ 9,230 | |
Interest Paid | 96,318 | $ 71,200 | |
Interest Payable | $ 0 | 614,465 | |
Continuing Operations [Member] | |||
10. ACCRUED INTEREST (Details) [Line Items] | |||
Interest Paid | $ 68,754 | ||
Accrued interest [Member] | |||
10. ACCRUED INTEREST (Details) [Line Items] | |||
Debt Instrument, Convertible, Number of Equity Instruments | 2,495,084 | 2,457,860 | |
Interest Paid | $ 92,965 | ||
Interest Payable | $ 623,695 | ||
Accrued interest [Member] | Convertible Notes Payable [Member] | |||
10. ACCRUED INTEREST (Details) [Line Items] | |||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ / shares | $ 0.25 | $ 0.25 | |
Interest Payable | $ 614,465 | ||
Notes Payable Extention Agreement [Member] | |||
10. ACCRUED INTEREST (Details) [Line Items] | |||
Debt Instrument, Maturity Date | Jul. 1, 2017 | Jul. 1, 2017 |
11. REVOLVING CREDIT FACILITI49
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 100,000 | $ 1,380,000 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 100,000 | $ 1,380,000 |
11. REVOLVING CREDIT FACILITI50
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Line of Credit Facility [Line Items] | ||
Payments | $ 841,831 | $ 3,514,404 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | 1,000,000 | |
Credit facility was increased | $ 1,500,000 | |
Due | Aug. 1, 2017 | |
Transferred principal | $ 1,200,000 | |
Line of Credit [Member] | London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest | 3.25% | |
Line of Credit [Member] | Nine Months Ended, September 30, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Net borrowings | $ 120,000 | |
Interest Amount | 23,203 | |
Payments | 200,000 | |
Line of Credit [Member] | Three Months Ended, September 30, 2016 [Member] | ||
Line of Credit Facility [Line Items] | ||
Net borrowings | 0 | |
Interest Amount | 6,151 | |
Payments | $ 0 |
12. NOTES PAYABLE AND NOTES P51
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Debt Disclosure [Abstract] | ||
Debt Instrument, Unamortized Discount | $ 277,529 | $ 555,056 |
12. NOTES PAYABLE AND NOTES P52
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Total | $ 3,065,791 | $ 2,871,363 |
Less: Discount | (277,529) | (555,056) |
Total | 2,788,262 | 2,316,307 |
Current maturities, net of discount | 1,423,678 | 897,615 |
Long-term portion, net of discount | 1,364,584 | 1,418,692 |
Convertible Notes Payable [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Convertible Notes | 647,565 | 647,565 |
Notes Payable to Banks [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 1,047,366 | 0 |
Mortgages [Member] | Bonita Springs, FL [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 350,350 | 391,300 |
Mortgages [Member] | Broadview, IL [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 849,333 | 922,833 |
Convertible Debt [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 100,000 |
Convertible Debt [Member] | Chief Executive Officer [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Convertible Notes | 164,650 | 164,650 |
Capital Lease Obligations [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $274 including interest at the rate of 4.46%. During the three months ended September 30, 2016, the Company made principal and interest payments in the amount of $744 and $78, respectively. During the nine months ended September 30, 2016, the Company made principal and interest payments in the amount of $2,206 and $260, respectively. | 6,527 | 0 |
Note Date November 6, 2015 [Member] | Notes Payable, Other Payables [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 0 | 469,010 |
Note Dated November 20, 2015 [Member] | Notes Payable, Other Payables [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | $ 0 | $ 176,005 |
12. NOTES PAYABLE AND NOTES P53
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 1,021,829 | $ 523,905 | |||
Notes | four | ||||
Beneficial Conversion Feature Discount | 0 | $ 647,565 | |||
Discount charged | 277,529 | 396,678 | |||
Interest Payment | 96,318 | 71,200 | |||
Payments | $ 8,094 | 164,270 | |||
Convertible Notes Payable [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Secured by | subordinated interest in a majority of the Company's assets | subordinated interest in a majority of the Company's assets | |||
Due | July 1, 2017 | ||||
Notes | 17 | 17 | |||
Interest Rate | 1.90% | 1.90% | 1.90% | ||
Beneficial Conversion Feature Discount | $ 647,565 | ||||
Debt maturity date extended | 647,565 | ||||
Convertible Notes Payable [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Discount charged | 92,509 | ||||
Interest | 3,102 | ||||
Convertible Notes Payable [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Discount charged | 277,528 | ||||
Interest | $ 9,306 | ||||
Notes Payable to Banks [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Dated | Aug. 5, 2016 | ||||
Amount | $ 1,200,000 | $ 1,200,000 | |||
Secured by | secured by the Company's tangible and intangible personal property | ||||
Interest | 4.50% | ||||
Payments | $ 66,667 | ||||
Payment start date | Sep. 5, 2016 | ||||
Due | February 5, 2018 | ||||
Principal transferred | $ 1,200,000 | ||||
Mortgages [Member] | Bonita Springs, FL [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Amount | 546,000 | 546,000 | $ 546,000 | ||
Payments | $ 4,550 | $ 4,550 | |||
Due | February 28, 2018 | February 28, 2018 | |||
Mortgages [Member] | Broadview, IL [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Amount | 980,000 | $ 980,000 | |||
Payments | $ 8,167 | ||||
Due | May 29, 2020 | ||||
Principal Balance | 490,000 | $ 490,000 | |||
Mortgages [Member] | London Interbank Offered Rate (LIBOR) [Member] | Bonita Springs, FL [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest | 3.00% | 3.00% | |||
Mortgages [Member] | London Interbank Offered Rate (LIBOR) [Member] | Broadview, IL [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest | 2.75% | ||||
Convertible Debt [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Amount | $ 200,000 | $ 200,000 | $ 200,000 | ||
Interest Rate | 1.00% | 1.00% | 1.00% | ||
Conversion price (in Dollars per share) | $ 1.54 | $ 1.54 | $ 1.54 | ||
Discount charged | $ 92,509 | $ 198,364 | $ 277,527 | $ 396,678 | |
Principal Due | 100,000 | 100,000 | $ 100,000 | ||
Principal Payment | 100,000 | ||||
Interest Payment | 2,010 | ||||
Convertible Debt [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest | 510 | ||||
Convertible Debt [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest | 1,010 | ||||
Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Amount | $ 164,650 | $ 164,650 | |||
Due | July 1, 2017 | July 1, 2017 | |||
Interest Rate | 8.00% | 8.00% | 8.00% | ||
Interest | $ 0 | ||||
Interest Capitalized | $ 54,150 | ||||
Capital Lease Obligations [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest Rate | 4.46% | 4.46% | |||
Installments | thirty-six monthly installments of $274 | ||||
Principal [Member] | Convertible Notes Payable [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Conversion price (in Dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | ||
Principal [Member] | Notes Payable to Banks [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 152,634 | ||||
Principal [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 13,650 | ||||
Principal [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 40,950 | ||||
Principal [Member] | Mortgages [Member] | Broadview, IL [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 24,500 | ||||
Principal [Member] | Mortgages [Member] | Broadview, IL [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 73,500 | ||||
Principal [Member] | Capital Lease Obligations [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 744 | ||||
Principal [Member] | Capital Lease Obligations [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 2,206 | ||||
Principal [Member] | Capital Lease Obligations [Member] | Chief Executive Officer [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Conversion price (in Dollars per share) | 0.25 | $ 0.25 | 0.25 | ||
Accrued interest [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest Payment | $ 92,965 | ||||
Accrued interest [Member] | Convertible Notes Payable [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Conversion price (in Dollars per share) | 0.25 | $ 0.25 | 0.25 | ||
Accrued interest [Member] | Notes Payable to Banks [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 10,039 | ||||
Accrued interest [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 3,205 | ||||
Accrued interest [Member] | Mortgages [Member] | Bonita Springs, FL [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 9,987 | ||||
Accrued interest [Member] | Mortgages [Member] | Broadview, IL [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 7,282 | ||||
Accrued interest [Member] | Mortgages [Member] | Broadview, IL [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 22,189 | ||||
Accrued interest [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Conversion price (in Dollars per share) | $ 0.25 | $ 0.25 | $ 0.25 | ||
Accrued interest [Member] | Capital Lease Obligations [Member] | Three Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 78 | ||||
Accrued interest [Member] | Capital Lease Obligations [Member] | Nine Months Ended, September 30, 2016 [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 260 | ||||
Discount on Previous Notes [Member] | Convertible Notes Payable [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Beneficial Conversion Feature Discount | $ 732,565 | ||||
Interest Rate as of July 1, 2014 [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest Rate | 1.90% | 1.90% | 1.90% | ||
Interest Rate as of November 17, 2014 [Member] | Convertible Debt [Member] | Chief Executive Officer [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Interest Rate | 0.00% | 0.00% | 0.00% | ||
Note Date November 6, 2015 [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Dated | Nov. 6, 2015 | Nov. 6, 2015 | |||
Amount | $ 469,010 | $ 469,010 | $ 469,010 | ||
Due | December 6, 2015 | December 6, 2015 | |||
Interest Rate | 9.90% | 9.90% | 9.90% | ||
Interest | $ 9,525 | ||||
Note Date November 6, 2015 [Member] | Principal [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 469,010 | ||||
Note Date November 6, 2015 [Member] | Accrued interest [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 15,798 | ||||
Note Dated November 20, 2015 [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Dated | Nov. 20, 2015 | Nov. 20, 2015 | |||
Amount | $ 176,005 | $ 176,005 | $ 176,005 | ||
Due | December 20, 2015 | December 20, 2015 | |||
Interest Rate | 9.90% | 9.90% | 9.90% | ||
Interest | $ 3,533 | ||||
Note Dated November 20, 2015 [Member] | Principal [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | 176,005 | ||||
Note Dated November 20, 2015 [Member] | Accrued interest [Member] | Notes Payable, Other Payables [Member] | |||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||
Payments | $ 5,490 |
12. NOTES PAYABLE AND NOTES P54
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule for Debt Discount Amortization Expense - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule for Debt Discount Amortization Expense [Line Items] | ||||
Discount on Notes Payable amortized to interest expense: | $ 277,529 | $ 396,678 | ||
Convertible Debt [Member] | ||||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule for Debt Discount Amortization Expense [Line Items] | ||||
Discount on Notes Payable amortized to interest expense: | $ 92,509 | $ 198,364 | $ 277,527 | $ 396,678 |
13. RELATED PARTY TRANSACTIONS
13. RELATED PARTY TRANSACTIONS (Details) - USD ($) | Sep. 30, 2015 | Sep. 30, 2016 | Mar. 31, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Due to Related Parties (in Dollars) | $ 160,150 | ||||||
Stock to be Issued, Shares | 210,520 | ||||||
Stock Issued During Period, Shares, Other | 25,000 | 150,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2015 | ||||||
Other Noncash Expense (in Dollars) | $ 146 | ||||||
Notes Payable, Related Parties (in Dollars) | $ 426,342 | $ 426,342 | $ 426,342 | ||||
Number of Notes Payable | four | ||||||
Notes Receivable, Related Parties (in Dollars) | $ 34,899 | $ 34,899 | $ 34,899 | ||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | 25,000 | 25,000 | ||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 42,500 | $ 42,500 | $ 34,000 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Due to Related Parties (in Dollars) | $ 157,780 | ||||||
Stock to be Issued, Shares | 244,620 | ||||||
Stock Issued During Period, Shares, Other | 95,000 | 95,000 | |||||
Restricted Stock Units (RSUs) [Member] | Bonus For Services Performed in 2013 [Member] | |||||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 210,520 | ||||||
Restricted Stock Units (RSUs) [Member] | Bonus for Services Performed in 2015 [Member] | |||||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 244,620 | ||||||
Employee Stock Option [Member] | |||||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | |||||||
Number of Options Modified | 277,500 |
14. COMMITMENTS AND CONTINGEN56
14. COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
14. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Other Liabilities | $ 0 | $ 0 | $ 91,000 | ||
Organic Food Brokers [Member] | |||||
14. COMMITMENTS AND CONTINGENCIES (Details) [Line Items] | |||||
Business Combination, Assets and Liabilities Arising from Contingencies, Description | the Company was contingently liable for certain performance-based payments over the twenty-four months following the acquisition date | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | 225,000 | $ 225,000 | |||
Other Liabilities | $ 91,000 | ||||
Payments of Merger Related Costs, Financing Activities | $ 60,000 | $ 26,250 | $ 91,000 | $ 52,500 |
15. EQUITY (Details)
15. EQUITY (Details) - USD ($) | Sep. 30, 2015 | Sep. 25, 2015 | Aug. 31, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 |
15. EQUITY (Details) [Line Items] | ||||||||
Common Stock Issued, but not Outstanding | 733,662 | 733,662 | 733,662 | |||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | 25,000 | 25,000 | |||||
Stock Issued During Period, Value, Issued for Services (in Dollars) | $ 42,500 | $ 42,500 | $ 34,000 | |||||
Stock Issued During Period, Shares, Other | 25,000 | 150,000 | ||||||
Stock Repurchased During Period, Shares | 33,000 | |||||||
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $ 0.45 | |||||||
Stock Repurchased During Period, Value (in Dollars) | $ 14,850 | |||||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 4,288,596 | |||||||
Payments to Acquire Businesses, Gross (in Dollars) | 0 | 3,000,000 | ||||||
Proceeds from Stock Options Exercised (in Dollars) | 0 | 788,860 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 737,905 | $ 737,905 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | $ 1,268,030 | $ 1,268,030 | $ 1,268,030 | |||||
Share Price (in Dollars per share) | $ 1.02 | $ 0.48 | $ 1.02 | $ 0.48 | $ 1.02 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2015 | |||||||
Other Noncash Expense (in Dollars) | $ 146 | |||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 673,523 | $ 3,464,738 | ||||||
Round of Financing, Sale of Stock at $0.9646 [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 3,178,420 | |||||||
Sale of Stock, Price Per Share (in Dollars per share) | 0.9646 | 0.9646 | $ 0.9646 | |||||
Round of Financing, Sale of Stock at $1.30 [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, New Issues | 943,829 | |||||||
Sale of Stock, Price Per Share (in Dollars per share) | 1.30 | 1.30 | $ 1.30 | |||||
The Fresh Diet [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Repurchased During Period, Shares | 3,110,063 | |||||||
Sale of Stock, Price Per Share (in Dollars per share) | $ 0.9646 | $ 0.9646 | $ 0.9646 | |||||
Stock Repurchased and Retired During Period, Shares | 3,110,063 | |||||||
Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 95,000 | 95,000 | ||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 190,692 | $ 1,128,169 | $ 1,472,617 | $ 3,287,219 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Exercised | 95,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,137,072 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Description | The Company estimated that the stock-price goals of the Company’s stock price closing above $2.00 per share for 20 straight days have a 90% likelihood of achievement, and these RSUs were valued at 90% of their face value; the Company also estimated that the likelihood of the Company’s stock closing above $3.00 per share for 20 straight days is 70%, and these RSUs were valued at 70% of their face value | |||||||
Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 545,000 | |||||||
Restricted Stock Units (RSUs) [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 251,174 | 251,174 | ||||||
Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,200,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | |||||||
Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 350,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 300,000 | 300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In addition there are restrictions on the sale of such vested stock, including aggregate volume restrictions, and shares cannot be sold below $2.50 per share | |||||||
Employee Stock Option [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 0 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 1,268,030 | 1,268,030 | $ 1,268,030 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | $ 737,905 | $ 737,905 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 0 | 277,500 | ||||||
Number of Options Modified | 277,500 | |||||||
Allocated Share-based Compensation Expense (in Dollars) | 4,983 | 9,959 | $ 14,814 | $ 95,873 | ||||
Warrants at $0.5750 per share [Member] | Warrant Exercise [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 533,913 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.575 | |||||||
Proceeds from Warrant Exercises (in Dollars) | $ 307,000 | |||||||
Options at $0.38 [Member] | Employee Stock Option [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 40,000 | |||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 15,200 | |||||||
Option exercise price (in Dollars per share) | $ 0.380 | $ 0.38 | ||||||
Number of Options Modified | 92,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2015 | |||||||
Options at $0.44 [Member] | Employee Stock Option [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 150,000 | |||||||
Proceeds from Stock Options Exercised (in Dollars) | $ 66,600 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 150,000 | |||||||
Option exercise price (in Dollars per share) | $ 0.444 | |||||||
Options at $0.45 [Member] | Employee Stock Option [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Option exercise price (in Dollars per share) | 0.450 | $ 0.45 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 92,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2015 | |||||||
Options at $0.474 [Member] | Employee Stock Option [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Option exercise price (in Dollars per share) | $ 0.474 | $ 0.474 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 92,500 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | Dec. 31, 2015 | |||||||
Discontinued Operations [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 147,000 | |||||||
Discontinued Operations [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Allocated Share-based Compensation Expense (in Dollars) | $ 0 | $ 374,536 | $ 813,908 | $ 1,735,444 | ||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | Jan. 1, 2015 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 600,000 | 322,466 | ||||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | 270,000 | 270,000 | 270,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | Jul. 1, 2015 | ||||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 300,000 | 600,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2016 | |||||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | Jul. 1, 2015 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 800,000 | 390,000 | ||||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | 270,000 | |||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 400,000 | |||||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 125,000 | 300,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days | |||||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | Director [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number | 270,000 | 270,000 | 270,000 | |||||
Share-based Compensation Award, Tranche Three [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 600,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Dec. 31, 2015 | |||||||
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | May 1, 2016 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 175,000 | 75,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days | |||||||
Share-based Compensation Award, Tranche Four [Member] | Restricted Stock Units (RSUs) [Member] | The Fresh Diet [Member] | Non-Executive Employees [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,600,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | |||||||
The Fresh Diet [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 600,000 | |||||||
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures | 133,333 | |||||||
Stock Issued During Period, Value, Share-based Compensation, Net of Forfeitures (in Dollars) | $ 67,987 | |||||||
The Fresh Diet [Member] | Exercise of RSU [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 300,000 | |||||||
The Fresh Diet [Member] | Shares Issued for Separation Agreement [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 300,000 | |||||||
The Fresh Diet [Member] | Restricted Stock Units (RSUs) [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 200,000 | |||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 20 | |||||||
Warrants at $0.5500 per share [Member] | Warrant Exercise [Member] | ||||||||
15. EQUITY (Details) [Line Items] | ||||||||
Stock Issued During Period, Shares, Other | 727,272 | |||||||
Stock Issued During Period, Value, Other (in Dollars) | $ 400,000 |
15. EQUITY (Details) - Schedul
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights - Warrant [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Dec. 31, 2015 | |
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Number of warrants outstanding (in Shares) | 3,537,284 | 3,537,284 |
Weighted average remaining contractual life | 1 year 116 days | |
Weighted average prices of warrants outstanding | $ 0.451 | $ 0.451 |
Number of warrants exercisable (in Shares) | 3,537,284 | |
Weighted average prices of warrants exercisable | $ 0.451 | |
Warrants at $0.0100 per share [Member] | ||
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.010 | |
Number of warrants outstanding (in Shares) | 700,000 | |
Weighted average remaining contractual life | 3 years 229 days | |
Weighted average prices of warrants outstanding | $ 0.010 | |
Number of warrants exercisable (in Shares) | 700,000 | |
Weighted average prices of warrants exercisable | $ 0.010 | |
Warrants at $0.2500 per share [Member] | ||
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.250 | |
Number of warrants outstanding (in Shares) | 94,783 | |
Weighted average remaining contractual life | 9 months | |
Weighted average prices of warrants outstanding | $ 0.250 | |
Number of warrants exercisable (in Shares) | 94,783 | |
Weighted average prices of warrants exercisable | $ 0.250 | |
Warrants at $0.5500 per share [Member] | ||
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.550 | |
Number of warrants outstanding (in Shares) | 448,010 | |
Weighted average remaining contractual life | 9 months | |
Weighted average prices of warrants outstanding | $ 0.550 | |
Number of warrants exercisable (in Shares) | 448,011 | |
Weighted average prices of warrants exercisable | $ 0.550 | |
Warrants at $0.5750 per share [Member] | ||
15. EQUITY (Details) - Schedule of Stockholders' Equity Note, Warrants or Rights [Line Items] | ||
Exercise price | $ 0.575 | |
Number of warrants outstanding (in Shares) | 2,294,491 | |
Weighted average remaining contractual life | 9 months | |
Weighted average prices of warrants outstanding | $ 0.575 | |
Number of warrants exercisable (in Shares) | 2,294,491 | |
Weighted average prices of warrants exercisable | $ 0.575 |
15. EQUITY (Details) - Sched59
15. EQUITY (Details) - Schedule of Warrant Activity - Warrant [Member] | 9 Months Ended |
Sep. 30, 2016$ / sharesshares | |
Class of Warrant or Right [Line Items] | |
Warrants outstanding, Number of Shares | shares | 3,537,284 |
Warrants outstanding, Weighted Average aexercise Price | $ / shares | $ 0.451 |
Granted | shares | 0 |
Granted | $ / shares | $ 0 |
Exercised | shares | 0 |
Exercised | $ / shares | $ 0 |
Cancelled / Expired | shares | 0 |
Cancelled / Expired | $ / shares | $ 0 |
Warrants outstanding, Number of Shares | shares | 3,537,284 |
Warrants outstanding, Weighted Average aexercise Price | $ / shares | $ 0.451 |
15. EQUITY (Details) - Sched60
15. EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Employee Stock Option [Member] - $ / shares | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Number of options outstanding (in Shares) | 3,105,000 | 3,105,000 | |
Weighted average remaining contractual life | 295 days | ||
Weighted average exercise price of options outstanding | $ 0.887 | $ 0.887 | |
Number of options exercisable (in Shares) | 3,055,000 | ||
Weighted average exercise price of options exercisable | $ 0.880 | ||
Options at $0.350 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.350 | ||
Number of options outstanding (in Shares) | 1,170,000 | ||
Weighted average remaining contractual life | 332 days | ||
Weighted average exercise price of options outstanding | $ 0.350 | ||
Number of options exercisable (in Shares) | 1,170,000 | ||
Weighted average exercise price of options exercisable | $ 0.350 | ||
Options at $0.38 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.380 | $ 0.38 | |
Number of options outstanding (in Shares) | 92,500 | ||
Weighted average remaining contractual life | 3 months | ||
Weighted average exercise price of options outstanding | $ 0.380 | ||
Number of options exercisable (in Shares) | 92,500 | ||
Weighted average exercise price of options exercisable | $ 0.380 | ||
Options at $0.40 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.400 | ||
Number of options outstanding (in Shares) | 275,000 | ||
Weighted average remaining contractual life | 3 months | ||
Weighted average exercise price of options outstanding | $ 0.400 | ||
Number of options exercisable (in Shares) | 275,000 | ||
Weighted average exercise price of options exercisable | $ 0.400 | ||
Options at $0.45 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.450 | 0.45 | |
Number of options outstanding (in Shares) | 92,500 | ||
Weighted average remaining contractual life | 3 months | ||
Weighted average exercise price of options outstanding | $ 0.450 | ||
Number of options exercisable (in Shares) | 92,500 | ||
Weighted average exercise price of options exercisable | $ 0.450 | ||
Options at $0.474 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.474 | $ 0.474 | |
Number of options outstanding (in Shares) | 92,500 | ||
Weighted average remaining contractual life | 3 months | ||
Weighted average exercise price of options outstanding | $ 0.474 | ||
Number of options exercisable (in Shares) | 92,500 | ||
Weighted average exercise price of options exercisable | $ 0.474 | ||
Options at $0.480 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.480 | ||
Number of options outstanding (in Shares) | 92,500 | ||
Weighted average remaining contractual life | 3 months | ||
Weighted average exercise price of options outstanding | $ 0.480 | ||
Number of options exercisable (in Shares) | 92,500 | ||
Weighted average exercise price of options exercisable | $ 0.480 | ||
Options at $0.570 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 0.570 | ||
Number of options outstanding (in Shares) | 225,000 | ||
Weighted average remaining contractual life | 1 year 3 months | ||
Weighted average exercise price of options outstanding | $ 0.570 | ||
Number of options exercisable (in Shares) | 225,000 | ||
Weighted average exercise price of options exercisable | $ 0.570 | ||
Options at $1.310 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 1.310 | ||
Number of options outstanding (in Shares) | 75,000 | ||
Weighted average remaining contractual life | 1 year 335 days | ||
Weighted average exercise price of options outstanding | $ 1.310 | ||
Number of options exercisable (in Shares) | 25,000 | ||
Weighted average exercise price of options exercisable | $ 1.310 | ||
Options at $1.44 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 1.440 | ||
Number of options outstanding (in Shares) | 15,000 | ||
Weighted average remaining contractual life | 32 days | ||
Weighted average exercise price of options outstanding | $ 1.440 | ||
Number of options exercisable (in Shares) | 15,000 | ||
Weighted average exercise price of options exercisable | $ 1.440 | ||
Options at $1.46 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 1.460 | ||
Number of options outstanding (in Shares) | 100,000 | ||
Weighted average remaining contractual life | 1 year 9 months | ||
Weighted average exercise price of options outstanding | $ 1.460 | ||
Number of options exercisable (in Shares) | 100,000 | ||
Weighted average exercise price of options exercisable | $ 1.460 | ||
Options at $1.60 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 1.600 | ||
Number of options outstanding (in Shares) | 310,000 | ||
Weighted average remaining contractual life | 1 year 3 months | ||
Weighted average exercise price of options outstanding | $ 1.600 | ||
Number of options exercisable (in Shares) | 310,000 | ||
Weighted average exercise price of options exercisable | $ 1.600 | ||
Options at $1.90 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 1.900 | ||
Number of options outstanding (in Shares) | 15,000 | ||
Weighted average remaining contractual life | 1 year 32 days | ||
Weighted average exercise price of options outstanding | $ 1.900 | ||
Number of options exercisable (in Shares) | 15,000 | ||
Weighted average exercise price of options exercisable | $ 1.900 | ||
Options at $2.00 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 2 | ||
Number of options outstanding (in Shares) | 500,000 | ||
Weighted average remaining contractual life | 149 days | ||
Weighted average exercise price of options outstanding | $ 2 | ||
Number of options exercisable (in Shares) | 500,000 | ||
Weighted average exercise price of options exercisable | $ 2 | ||
Options at $2.40 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 2.400 | ||
Number of options outstanding (in Shares) | 20,000 | ||
Weighted average remaining contractual life | 1 year 244 days | ||
Weighted average exercise price of options outstanding | $ 2.400 | ||
Number of options exercisable (in Shares) | 20,000 | ||
Weighted average exercise price of options exercisable | $ 2.400 | ||
Options at $3.40 [Member] | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |||
Exercise prices | $ 3.400 | ||
Number of options outstanding (in Shares) | 30,000 | ||
Weighted average remaining contractual life | 1 year 244 days | ||
Weighted average exercise price of options outstanding | $ 3.400 | ||
Number of options exercisable (in Shares) | 30,000 | ||
Weighted average exercise price of options exercisable | $ 3.400 |
15. EQUITY (Details) - Sched61
15. EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Employee Stock Option [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
15. EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | ||
Options Outstanding | 3,105,000 | |
Options Outstanding, Weighted Average Exercise Price | $ 0.887 | |
Granted | 0 | 277,500 |
Granted | $ 0 | |
Exercised | 0 | |
Exercised | $ 0 | |
Cancelled / Expired | 0 | |
Cancelled / Expired | $ 0 | |
Options Outstanding | 3,105,000 | |
Options Outstanding, Weighted Average Exercise Price | $ 0.887 |
15. EQUITY (Details) - Fair Va
15. EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques - Minimum [Member] | 9 Months Ended |
Sep. 30, 2015$ / shares | |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | |
Volatility | 47.35% |
Dividends (in Dollars per share) | $ 0 |
Risk-free interest rates | 0.99% |
Term (years) | 3 years |
15. EQUITY (Details) - Sched63
15. EQUITY (Details) - Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Expense | $ 673,523 | $ 3,464,738 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Expense | $ 190,692 | $ 1,128,169 | 1,472,617 | 3,287,219 |
Continuing Operations [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Expense | 190,692 | 753,633 | 658,709 | 1,551,775 |
Discontinued Operations [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Compensation Cost [Line Items] | ||||
Share-based Compensation Expense | $ 0 | $ 374,536 | $ 813,908 | $ 1,735,444 |