Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2018 | Nov. 08, 2018 | |
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 | 33,775,306 | |
Amendment Flag | false | |
Entity Central Index Key | 312,257 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Sep. 30, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Ex Transition Period | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Current assets | ||
Cash and cash equivalents | $ 2,412,171 | $ 5,133,435 |
Accounts receivable, net | 2,588,492 | 2,042,505 |
Inventory | 1,899,452 | 937,962 |
Notes receivable | 0 | 325,500 |
Other current assets | 225,777 | 86,730 |
Total current assets | 7,125,892 | 8,526,132 |
Property and equipment, net | 2,229,481 | 1,955,250 |
Investments | 251,525 | 201,525 |
Intangible assets, net | 4,430,514 | 1,336,916 |
Total assets | 14,037,412 | 12,019,823 |
Current liabilities | ||
Accounts payable and accrued liabilities | 1,466,863 | 1,836,559 |
Accrued interest | 16,136 | 15,860 |
Deferred revenue | 27,534 | 0 |
Notes payable - current portion, net of discount | 1,118,526 | 346,855 |
Contingent liability - current portion | 765,400 | 200,000 |
Total current liabilities | 3,394,459 | 2,399,274 |
Contingent liability - long-term | 527,400 | 200,000 |
Note payable - long term portion, net of discount | 741,883 | 866,010 |
Total liabilities | 4,663,742 | 3,465,284 |
Stockholders' equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 36,296,218 and 36,080,519 shares issued, and 33,775,306 and 33,589,407 shares outstanding at September 30, 2018 and December 31, 2017, respectively | 3,627 | 3,605 |
Additional paid-in capital | 36,112,356 | 36,196,682 |
Treasury stock: 2,306,503 and 2,276,703 shares outstanding at September 30, 2018 and December 31, 2017, respectively | (1,016,370) | (992,313) |
Accumulated deficit | (25,725,943) | (26,653,435) |
Total stockholders' equity | 9,373,670 | 8,554,539 |
Total liabilities and stockholders' equity | $ 14,037,412 | $ 12,019,823 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Sep. 30, 2018 | Dec. 31, 2017 |
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 | 33,775,306 | 33,589,407 |
Common stock, shares issued | 36,296,218 | 36,080,519 |
Treasury stock, shares | 2,306,503 | 2,306,503 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Revenue | $ 12,054,490 | $ 10,495,637 | $ 34,960,037 | $ 30,494,462 |
Cost of goods sold | 8,523,505 | 7,052,018 | 24,370,421 | 20,585,273 |
Gross margin | 3,530,985 | 3,443,619 | 10,589,616 | 9,909,189 |
Selling, general and administrative expenses | 3,354,315 | 1,894,588 | 9,429,111 | 6,269,386 |
Total operating expenses | 3,354,315 | 1,894,588 | 9,429,111 | 6,269,386 |
Operating income | 176,670 | 1,549,031 | 1,160,505 | 3,639,803 |
Other income (expense:) | ||||
Gain on settlement of contingent liability | 0 | 0 | (11,000) | 0 |
Interest expense, net | 27,969 | 16,139 | 89,013 | 157,912 |
Total other expense | 27,969 | 16,139 | 78,013 | 157,912 |
Net income before taxes | 148,701 | 1,532,892 | 1,082,492 | 3,481,891 |
Income tax expense | 0 | 0 | 155,000 | 0 |
Net income | $ 148,701 | $ 1,532,892 | $ 927,492 | $ 3,481,891 |
Net income per share - basic (in Dollars per share) | $ 0.004 | $ 0.047 | $ 0.027 | $ 0.117 |
Net income per share - diluted (in Dollars per share) | $ 0.004 | $ 0.046 | $ 0.027 | $ 0.113 |
Weighted average shares outstanding - basic (in Shares) | 33,989,715 | 32,333,108 | 33,974,321 | 29,779,904 |
Weighted average shares outstanding - diluted (in Shares) | 33,989,715 | 33,476,756 | 33,974,321 | 30,842,167 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
Cash flows from operating activities: | |||||
Net income | $ 927,492 | $ 3,481,891 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||
Depreciation and amortization | 794,285 | 409,283 | |||
Stock based compensation | 47,696 | 315,968 | |||
Provision for doubtful accounts | (36,857) | 0 | |||
Gain on settlement of contingent liability | $ 0 | $ 0 | (11,000) | 0 | |
Amortization of discount on notes payable | 0 | 185,018 | |||
Changes in assets and liabilities: | |||||
Accounts receivable | (164,622) | (878,709) | |||
Inventory and other current assets | (800,119) | (177,674) | |||
Accounts payable and accrued liabilities | (672,826) | (1,199,680) | |||
Deferred revenue | 27,534 | 0 | |||
Contingent liabilities | 0 | 0 | |||
Accrued liabilities - related party | 0 | (65,000) | |||
Net cash provided by operating activities | 111,583 | 2,071,097 | |||
Cash flows from investing activities: | |||||
Cash related to the iGourmet asset acquisition | (2,494,965) | 0 | |||
Cash related to the Mouth Foods asset acquisition | (208,355) | 0 | |||
Acquisition of property and equipment | (382,014) | (40,777) | |||
Cash paid in the acquisition of Oasis | 0 | (300,000) | |||
Investment in food related company | (50,000) | 0 | |||
Net cash (used in) investing activities | (3,135,334) | (340,777) | |||
Cash flows from financing activities: | |||||
Purchase of stock options from officers, directors, and employees | (167,000) | (163,925) | |||
Common stock sold for exercise of warrants | 0 | 196,741 | |||
Cash received from exercise of stock options | 35,000 | 70,000 | |||
Cash paid in settlement of contingent liability - Oasis acquisition | (189,000) | 0 | |||
Borrowings on term loan | 1,500,000 | 0 | |||
Purchase of treasury stock | (24,057) | (505,660) | |||
Principal payments on debt | (846,556) | (746,941) | |||
Principal payments capital leases | (5,900) | (6,926) | |||
Net cash provided by (used in) financing activities | 302,487 | (1,156,711) | |||
(Decrease) increase in cash and cash equivalents | (2,721,264) | 573,609 | |||
Cash and cash equivalents at beginning of period | 5,133,435 | 3,764,053 | $ 3,764,053 | ||
Cash and cash equivalents at end of period | $ 2,412,171 | $ 4,337,662 | 2,412,171 | 4,337,662 | $ 5,133,435 |
Cash paid during the period for: | |||||
Interest | 94,614 | 64,918 | |||
Taxes | 155,000 | 0 | |||
Non-cash investing and financing activities: | |||||
Common stock issued for conversion of note payable by related party | $ 0 | $ 164,650 |
1. BASIS OF PRESENTATION
1. BASIS OF PRESENTATION | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Business Description and Basis of Presentation [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 (“Artisan”), Food Innovations (“FII”), Food New Media Group, Inc. (“FNM”), Organic Food Brokers (“OFB”), Gourmet Food Service Group, Inc. (“GFG”), Gourmet Foodservice Warehouse, Inc. (“GFW”), Gourmeting, Inc. (“Gourmeting”), The Haley Group, Inc. (“Haley”), Oasis Sales Corp. (“Oasis”), 4 The Gourmet, Inc. (d/b/a For The Gourmet, Inc.), (“Gourmet”); Innovative Gourmet, LLC (“Innovative Gourmet”); Food Funding, LLC (“Food Funding”), M Innovations, LLC (“M Innovations”) and collectively with IVFH and its other subsidiaries, the “Company” or “IVFH”) have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. All material intercompany transactions have been eliminated upon consolidation of these entities. 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, 2017. 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, 2018 are not necessarily indicative of the results of operations to be expected for the full year. |
2. NATURE OF ACTIVITIES AND SIG
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure and 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, GFGW, Gourmeting, Haley, Oasis, Gourmet, Innovative Gourmet, M Innovations, and Food Funding. Overall, our business activities are focused around the distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer Packaged Goods (“CPG”) products through a variety of sales channels. Since its incorporation, the Company, primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, within 24 – 72 hours, with the freshest origin-specific perishable, 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 specialty food to e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty 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 and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and assists emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. FNM provides value-added, synergistic, seed and early stage capital to food related businesses including foodtech, foodservice products, and CPG companies. Through its temperature controlled warehouse, Gourmet Foodservice Warehouse fulfills specialty food product orders for the Company’s wholesale and direct to consumer customers. Innovative Gourmet is engaged in the warehousing, sale, marketing, and distribution of specialty food and specialty food items through www.igourmet.com, online marketplaces, additional direct-to-consumer platforms, distribution to foodservice, retail stores and other wholesale accounts. Food Funding is involved in the financing of food related businesses. M Innovations, LLC is an expert curator and online retailer of high quality specialty foods from small-batch makers in the US. Its website Mouth.com 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 condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFGW, Gourmeting, Haley, Oasis, Gourmet, Innovative Gourmet, Food Funding, and M Innovations. All material intercompany transactions have been eliminated upon consolidation of these entities. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At September 30, 2018 and December 31, 2017, trade receivables from the Company’s largest customer amounted to 36% and 48%, respectively, of total trade receivables. 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” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.. 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. The Company offers gift card programs and monthly clubs under Innovative Gourmet whereby customers may prepay for certain of its products. Amounts prepaid for unshipped goods under these programs are carried as deferred revenue on the Company’s balance sheet. Deferred revenue was $27,534 at September 30, 2018. The following table presents the changes in deferred revenue on the Company’s consolidated balance sheets: Balance as of December 31, 2017 $ - Cash payments received 77,917 Net sales recognized (50,383 ) Balance as of September 30, 2018 $ 27,554 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 per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income 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. Dilutive shares at September 30, 2018: There were no convertible notes or warrants outstanding on September 30, 2018. Stock 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 at September 30, 2018: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 Dilutive shares at September 30, 2017: Convertible notes and interest At September 30, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $20,000 convertible at the rate of $0.25 per share with accrued interest of $15,764. Warrants At September 30, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 700,000 shares at a price of $0.01 per share. Stock 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 at September 30, 2017: Average Weighted Remaining Exercise Number Contractual Price of Options Life (years) $ 0.35 470,000 0.31 $ 0.57 225,000 0.25 $ 1.31 200,000 0.69 $ 1.42 100,000 0.72 $ 1.43 50,000 1.25 $ 1.46 100,000 0.75 $ 1.60 310,000 0.25 $ 1.70 75,000 0.54 $ 1.90 190,000 1.60 $ 2.00 50,000 0.54 $ 2.40 20,000 0.67 $ 2.50 37,500 0.54 $ 3.40 30,000 0.67 $ 3.50 37,500 0.54 1,895,000 0.57 RSUs During the nine months ended September 30, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock awards. At September 30, 2017, there are no RSUs outstanding. 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 of $0 and $658,709 related to recognition of RSUs during the nine months ended September 30, 2017 and 2016, respectively. Restricted Stock Awards During the nine months ended September 30, 2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. Restricted stock awards representing 1,070,000 shares of common stock are vested at September 30, 2017; there are a total of 300,000 unvested restricted stock awards remaining. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards 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 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. During the nine months ended September 30, 2017, the Company recognized expense of $240,208 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards. As the restricted stock awards were not in place during the nine months ended September 30, 2016, there was no such cost during that period. Significant Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU became effective for the Company on January 1, 2018, and was applied prospectively to an award modified on or after the adoption date. The implementation of this standard did not have a material effect on our results of operations. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 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 condensed consolidated financial statements. |
3. ACQUISITION
3. ACQUISITION | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 3. ACQUISITIONS Mouth Foods, Inc. Effective July 6, 2018, M Innovations acquired certain assets of Mouth Foods, Inc. (“Mouth”) from MFI (assignment for the benefit of creditors), LLC (“MFI”), the assignee of Mouth’s assets in connection with a Delaware assignment proceeding, pursuant to the terms of an Asset Purchase Agreement (“MFI APA”). The MFI APA was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values. Mouth, a privately held New York company operating out of Brooklyn, was an expert curator and online retailer of high quality specialty foods from small-batch makers in the US. The consideration for and in connection with the acquisition consisted of (i) closing related cash payments of $208,355; (ii) additional revenue-based contingent liabilities valued by management at $100,000 related to certain future sales of purchased assets payable under the following terms: payment of 5% of certain revenues, with no payments on the first $500,000 of revenues and no payments on revenues after June 30, 2020; (iii) additional revenue based contingent liabilities of up to $185,000 associated with the purchase of certain debt of the seller; and (iv) additional contingent liability consideration valued by management at approximately $20,000. The acquisition date estimated fair value of the consideration transferred totaled $513,355, which consisted of the following: Cash $ 208,355 Contingent liability – payable to debt holder 185,000 Contingent liabilities – payable to sellers 100,000 Additional Contingent Liabilities 20,000 Total purchase price $ 513,355 Tangible assets acquired $ 57,000 Intangible assets acquired 432,667 Goodwill acquired 45,688 Total purchase price $ 513,355 The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. During the three months ended September 30, 2018, the Company amortized the amount of $16,156 in connection with the intangible assets and recorded depreciation in the amount of $1,833 in connection with the tangible assets above. iGourmet, LLC The iGourmet Asset Purchase Agreement effective January 23, 2018 (the “iGourmet APA”) was accounted for as an acquisition of an ongoing business in accordance with ASC Topic 805 - Business Combinations (“ASC 805”), where the Company was treated as the acquirer and the acquired assets and assumed liabilities were recorded by the Company at their preliminary estimated fair values. The consideration for and in connection with the iGourmet APA consisted of: (i) $1,500,000, which satisfied or reduced secured, priority and administrative debt of sellers; (ii) in connection with and prior to the acquisition, our wholly-owned subsidiary, Food Funding, funded advances of $325,500 to sellers on a secured basis, pursuant to certain loan documents and as bridge loans, which loans were reduced by the proceeds of the iGourmet APA; (iii) the purchase for $200,000 of certain debt owed by sellers, to be paid out of, if available, Innovative Gourmet’s cash flow; (iv) potential contingent liability allocation for a percentage of sellers’ approximately $2,300,000 of certain debt, not purchased or assumed by Innovative Gourmet, which under certain circumstances, Innovative Gourmet may determine to pay; and (v) additional purchase price consideration of (a) up to a maximum of $1,500,000, if EBITDA of Innovative Gourmet reaches $3,800,000 million in 2018, (b) up to a maximum of $1,750,000, if EBITDA of Innovative Gourmet in 2019 exceeds its EBITDA in 2018 by at least 20% and if its EBITDA reaches $5,000,000; and (c) up to a maximum of $2,125,000, if EBITDA of Innovative Gourmet in 2020 exceeds its EBITDA in 2019 by at least 20% and if its EBITDA reaches $8,000,000. The EBITDA based earnout shall be paid 37.5% in cash, 25% in Innovative Food Holdings shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in Innovative Food Holdings shares valued at the time of the payment of the earnout or in cash. See note 14. In connection with the iGourmet APA, our wholly-owned subsidiary, Food Funding, purchased seller’s senior secured note at a price of approximately $1,187,000, pursuant to the terms of a Loan Sale Agreement with UPS Capital Business Credit. That note was reduced by the proceeds of the iGourmet APA as disclosed in (i) above. The acquisition date estimated fair value of the consideration transferred totaled $4,151,243. During the three months ended September 30, 2018, the Company made additional payments in the amount of $85,528 for accounts payable prior to acquisition, which increased the value of the acquisition to $4,236,771. At September 30, 2018, the value of the acquisition consisted of the following: Initial purchase price $ 1,500,000 Cash payable in connection with transaction 1,863,443 Accounts payable 85,528 Contingent liabilities 787,800 Total purchase price $ 4,236,771 Tangible assets acquired $ 951,351 Intangible assets acquired 2,970,600 Goodwill acquired 314,820 Total purchase price $ 4,236,771 The above estimated fair value of the intangible assets is based on a preliminary purchase price allocation prepared by management and is subject to adjustment as a more detailed analysis by a third party valuation expert is completed. As a result, during the preliminary purchase price allocation period, which may be up to one year from the business combination date, we may record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. After the preliminary purchase price allocation period, we record adjustments to assets acquired or liabilities assumed subsequent to the purchase price allocation period in our operating results in the period in which the adjustments were determined. Pro forma results The following table sets forth the unaudited pro forma results of the Company as if the iGourmet APA was effective on the first day of the September 30, 2018 and 2017 three and nine months periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Three months ended September 30, 2018 2017 (unaudited) (unaudited) Revenues $ 12,054,490 $ 11,820,018 Net Income $ 148,701 $ 1,131,404 Basic net income per share $ 0.004 $ 0.033 Diluted net income per share $ 0.004 $ 0.033 Weighted average shares - basic 33,989,715 33,989,715 Weighted average shares - diluted 33,989,715 33,989,715 Nine months ended September 30, 2018 2017 (unaudited) (unaudited) Revenues $ 35,337,687 $ 34,625,827 Net Income $ 816,172 $ 2,603,275 Basic net income per share $ 0.024 $ 0.087 Diluted net income per share $ 0.024 $ 0.087 Weighted average shares - basic 33,974,321 29,779,904 Weighted average shares - diluted 33,974,321 30,842,167 Oasis Sales and Marketing, LLC Pursuant to the Oasis Asset Purchase Agreement, effective January 1, 2017, the Company, through its wholly-owned subsidiary, Oasis Sales Corp., purchased certain assets of Oasis Sales and Marketing, L.L.C., a California limited liability company. The purchase price consisted of $300,000 cash; a two-year promissory note in the amount of $100,000, and a structured equity instrument (the “SEI”) in the amount of $200,000. In addition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date up to a maximum of $400,000 (“Earnout Payments”). On May 23, 2018, the Company paid the amount of $189,000 related to the Earnout Payment, and recorded a gain in the amount of $11,000. The amount of $200,000 related to the second Earnout Payment is carried as a current liability on the Company’s balance sheet at September 30, 2018. The SEI was payable in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days. This requirement was met on November 28, 2017, and on that date the $200,000 SEI liability was converted to 200,000 shares of common stock. At the time of acquisition, the Company believed it likely that the Earnout Payments would be made, and accordingly recorded the entire amount of $400,000 as a contingent liability on its balance sheet as of the acquisition date. The amount of $800,000 was allocated to customer lists, an intangible asset with a useful life of 60 months; and the amount of $200,000 was allocated to a non-compete agreement, an intangible asset with a useful life of 48 months. A total of $52,500 was amortized to operations during the three months ended September 30, 2018 and 2017; a total of $157,500 was amortized to operations during the nine months ended September 30, 2018 and 2017. |
4. ACCOUNTS RECEIVABLE
4. ACCOUNTS RECEIVABLE | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE At September 30, 2018 and December 31, 2017, accounts receivable consists of: September 30, 2018 December 31, 2017 Accounts receivable from customers $ 2,696,266 $ 2,105,772 Allowance for doubtful accounts (107,774 ) (63,267 ) Accounts receivable, net $ 2,588,492 $ 2,042,505 |
5. INVENTORY
5. INVENTORY | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory consists primarily of specialty food products. At September 30, 2018 and December 31, 2017, inventory consisted of the following: September 30, 2018 December 31, 2017 Finished Goods Inventory $ 1,899,452 $ 937,962 |
6. PROPERTY AND EQUIPMENT
6. PROPERTY AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2018 | |
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. 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. On May 14, 2015, the Company purchased 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 improvements 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. During the twelve months ended December 31, 2015, the Company paid a total of $474,301 for various building improvements, furniture, fixtures, and equipment related to this property. Depreciation on the building and the related improvements, furniture, fixtures, and equipment began when Artisan occupied the facility in October, 2015. A summary of property and equipment at September 30, 2018 and December 31, 2017, was as follows: September 30, 2018 December 31, 2017 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 507,477 497,189 Warehouse Equipment 302,621 226,953 Furniture, Fixtures 806,882 453,572 Vehicles 41,137 40,064 Total before accumulated depreciation 3,369,805 2,949,466 Less: accumulated depreciation (1,140,324 ) (994,216 ) Total $ 2,229,481 $ 1,955,250 Depreciation and amortization expense for property and equipment amounted to $51,384 and $41,700 for the three months ended September 30, 2018 and 2017, respectively; depreciation and amortization expense for property and equipment amounted to $146,108 and $120,832 for the nine months ended September 30, 2018 and 2017, respectively |
7. INVESTMENTS
7. INVESTMENTS | 9 Months Ended |
Sep. 30, 2018 | |
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. At September 30, 2018, the Company has investments in four food related companies in the aggregate amount of $251,525. The Company records these investments under the cost method. 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, 2018 | |
Disclosure Text Block [Abstract] | |
Intangible Assets Disclosure [Text Block] | 8. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis (see note 3), Innovative Gourmet (see note 3), OFB, Haley, and M Innovations. The following is the net book value of these assets: September 30, 2018 Accumulated Gross Amortization Net Trade Name $ 1,477,996 $ - $ 1,477,996 Non-Compete Agreement 505,900 (345,255 ) 160,645 Customer Relationships 3,087,070 (1,598,168 ) 1,488,902 Internally Developed Technology 987,823 (110,832 ) 876,991 Goodwill 425,980 - 425,980 Total $ 6,484,769 $ (2,054,255 ) $ 4,430,514 December 31, 2017 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 444,000 (294,000 ) 150,000 Customer Relationships 1,930,994 (1,112,078 ) 818,916 Goodwill 151,000 - 151,000 Total $ 2,742,994 $ (1,406,078 ) $ 1,336,916 Total amortization expense for the three months ended September 30, 2018 and 2017 was $242,874 and $82,317, respectively; total amortization expense for the nine months ended September 30, 2018 and 2017 was $648,177 and $288,451, 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, Oasis, OFB, Innovative Gourmet, and M Innovations transactions are being amortized over periods ranging from 24 to 60 months. 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 2017 determined that there was no impairment to goodwill assets. |
9. ACCOUNTS PAYABLE AND ACCRUED
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
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, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Trade payables $ 1,345,526 $ 1,652,681 Accrued payroll and commissions 121,337 183,878 Total $ 1,466,863 $ 1,836,559 |
10. ACCRUED INTEREST
10. ACCRUED INTEREST | 9 Months Ended |
Sep. 30, 2018 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 10. ACCRUED INTEREST At September 30, 2018, accrued interest on notes outstanding was $16,136. During the three months ended September 30, 2018 and 2017, the Company paid cash for interest in the aggregate amount of $29,500 and $17,480, respectively. During the nine months ended September 30, 2018 and 2017, the Company paid cash for interest in the aggregate amount of $94,614 and $59,432, respectively. At December 31, 2017, accrued interest on a note outstanding was $15,860. During the twelve months ended December 31, 2017, the Company paid cash for interest in the aggregate amount of $74,178. |
11. REVOLVING CREDIT FACILITIES
11. REVOLVING CREDIT FACILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Short-term Debt [Text Block] | 11. REVOLVING CREDIT FACILITIES September 30, 2018 December 31, 2017 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. On August 1, 2017 this credit facility was increased to $2,000,000 and the due date was extended to August 1, 2018; In August 2018, this credit facility was extended to August 1, 2019. There was no activity on this credit facility during the nine months ended September 30, 2018. $ - $ - Total $ - $ - |
12. NOTES PAYABLE AND NOTES PAY
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES September 30, 2018 December 31, 2017 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 was due on the maturity date of February 5, 2018. During the twelve months ended December 31, 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 March 31, 2018, the Company paid the remaining principal balance of $114,033 and made interest payments on this loan in the amount of $829. $ - $ 114,033 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 was originally due February 28, 2018. Effective February 26, 2018, this note was renewed in the principal balance of $273,000 and will be due on February 28, 2023. During the three months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $13,650 and $3,305, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $36,400 and $9,862, respectively. 245,700 282,100 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, 2018, the Company made payments of principal and interest on this note in the amounts of $24,500 and $8,340, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $73,500 and $24,698, respectively. 653,333 726,833 Term loan dated March 28, 2018 in the original amount of $1,500,000 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 4.25%. Principal payments in the amount of $83,333 are due monthly along with accrued interest beginning March 28, 2018. The entire principal balance and all accrued interest is due on the maturity date of August 28, 2019. During the three months ended September 30, 2018, the Company made principal and interest payments on this loan in the amounts of $249,999 and $17,593, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $583,331 and $58,089, respectively. 916,669 - Note payable in the amount of $20,000 The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three months ended September 30, 2018, the Company accrued interest in the amount of $93 on this note; during the nine months ended September 30, 2018, the Company accrued interest in the amount of $279 on this note 20,000 20,000 September 30, 2018 December 31, 2017 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended September 30, 2018, the Company made principal and interest payments on this note in the amount of $12,733 and $158, respectively; during the nine months ended September 30, 2018, the Company made principal and interest payments on this note in the amount of $37,934 and $744, respectively. 17,120 55,054 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, 2018, the Company made principal payments in the amount of $813 and interest payments in the amount of $104 on this lease obligation. During the nine months ended September 30, 2018, the Company made principal payments in the amount of $2,4127 and interest payments in the amount of $54 on this lease obligation. 273 2,685 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended September 30, 2018, the Company made principal payments in the amount of $1,736 and interest payments in the amount of $95 on this lease obligation; during the nine months ended September 30, 2018, the Company made principal payments in the amount of $4,946 and interest payments in the amount of $356 on this lease obligation. 7,314 12,160 Total $ 1,860,409 $ 1,212,865 Current portion $ 1,118,526 $ 346,855 Long-term maturities 741,883 866,010 Total $ 1,860,409 $ 1,212,865 Aggregate maturities of long-term notes payable as of September 30, 2018 are as follows: For the period ended September 30, 2019 $ 1,113,975 2020 152,901 2021 511,933 2022 54,600 2023 27,000 Total $ 1,860,409 |
13. RELATED PARTY TRANSACTIONS
13. RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. RELATED PARTY TRANSACTIONS For the nine months ended September 30, 2018: In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, the Company’s former President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, a Board Member exercised 100,000 options at a price of $0.35 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. In March 2018 the Company made a payment of $77,000 which is the difference between the exercise price of the options and the market price of the stock on the date of purchase. In May 2018, as part of a realignment towards focusing on certain specific growth initiatives and growth opportunities the Company amended the employment agreement with its President, and the President of the Company was named as the Director of Strategic Acquisitions, whose responsibilities include: (i) identifying and assisting in the acquisition and integration of strategic assets; (ii) identifying and executing on new growth opportunities; and (iii) identifying and executing growth initiatives for the Company. In order to allow for the Executive to devote his full time to his new responsibilities, the President of the Company resigned from his role as President of the Company and its subsidiaries. Pursuant to this agreement, the Executive’s salary was reduced by $15,000 per year, and an equity bonus of 46,000 shares of the Company’s common stock will be issued to the Executive. These shares will vest at a rate of one-sixth per month over a period of six months. For the nine months ended September 30, 2017: Company cancelled RSUs held by its Chief Executive Officer representing 1,382,540 shares of common stock, of which 700,000 were unvested and 682,540 were vested. In place of the 682,540 vested cancelled RSUs, the Company issued a net amount of 586,586 shares of common stock. The remaining 95,954 shares of the 682,540 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 700,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 700,000 RSUs. See note 16. The Company cancelled RSUs held by its President representing 1,724,532 shares of common stock, of which 490,000 were unvested and 1,234,532 were vested. In place of the 1,234,532 vested cancelled RSUs, the Company issued a net amount of 928,027 shares of common stock. The remaining 306,505 shares of the 1,234,532 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 490,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 490,000 RSUs. See note 16. The Company cancelled RSUs held by its two of its Directors representing 545,000 shares of common stock, of which 180,000 were unvested and 365,000 were vested. In place of the 365,000 vested cancelled RSUs, the Company issued 365,000 shares of common stock. In addition, the 180,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 180,000 RSUs. See note 16. The Company’s Chief Executive Officer converted a note payable in the amount of $164,650 into 658,600 shares of common stock. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $9,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 140,000 shares of the Company’s common stock from its President for $13,400 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 87,500 shares of the Company’s common stock from its Principal Accounting Officer for $8,125 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its Chief Executive Officer for $24,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $24,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 200,000 shares of the Company’s common stock from two of its directors (100,000 from each director) for $48,000 ($24,000 to each director), which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from a director for $33,000, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase |
14. COMMITMENTS AND CONTINGENT
14. COMMITMENTS AND CONTINGENT LIABILITIES | 9 Months Ended |
Sep. 30, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 14. COMMITMENTS AND CONTINGENT LIABILITIES Contingent Liability Pursuant to the Oasis acquisition, the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date. At the time of acquisition, the Company believed it likely that the Earnout Payments would be made, and accordingly recorded the entire amount of $400,000 as a contingent liability on its balance sheet as of the acquisition date. During the three months ended March 31,, 2018, the Company paid the amount of $189,000 under the first Earnout Payment, and recorded a gain in the amount of $11,000 for the excess accrual. The amount of $200,000 related to the second Earnout Payment is carried as a current liability on the Company’s balance sheet at September 30, 2018. Pursuant to the iGourmet Asset Purchase Acquisition, The Company has also recorded contingent liabilities in the amount of $787,800. $392,900 is classified as a current contingent liability and $394,900 is classified as a non-current contingent liability at September 30, 2018. This amount relates to certain performance based payments over the twenty-four months following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. Pursuant to the Mouth Foods LLC Asset Acquisition, The Company has also recorded contingent liabilities in the amount of $305,000. $172,500 is classified as a current contingent liability and $132,500 is classified as a non-current contingent liability at September 30, 2018. These amounts relates to the estimate of certain performance based payments following the acquisition date as well as to certain additional liabilities that the Company has evaluated and has recorded on a contingent basis. Litigation From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. 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 financial position or our business and the outcome of these matters cannot be ultimately predicted. |
15. EQUITY
15. EQUITY | 9 Months Ended |
Sep. 30, 2018 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 15. EQUITY Common Stock At September 30, 2018 and December 31, 2017, a total of 2,520,912 shares are deemed issued but not outstanding by the Company. These include 2,306,503 shares of treasury stock. Nine months ended September 30, 2018: The Company issued 100,000 shares of common stock for cash of $35,000 pursuant to the exercise of options. In December 2017, the Company’s Chief Executive Officer exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 55,192 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. In December 2017, the Company’s President exercised 100,000 options at a price of $0.35 per share and an additional 100,000 options at a price of $0.57 per share. The date for payment of the exercise price of these options was extended to April 26, 2018. 60,749 shares of common stock were deemed issued on March 5, 2018, which number of shares represents a net amount after a cash payment of $45,000 which was a portion of the difference between the exercise price of the options and the market price of the stock on the date of purchase, and taxes. The Company recognized the fair value of stock options vested to management and employees in the amount of $9,462. The Company also recognized the fair value of stock grants to management and employees in the amount of $13,946. The Company purchased 2,000 shares of common stock from an employee at a cost of $0.97 per share for a total of $1,940 and retired these shares to treasury. The Company made open market purchases of 27,800 shares of its common stock at an average cost of $0.79 per share for a total of $22,117 and retired these shares to treasury. Nine months ended September 30, 2017: The Company cancelled RSUs held by its Chief Executive Officer representing 1,382,540 shares of common stock, of which 700,000 were unvested and 682,540 were vested. In place of the 682,540 vested cancelled RSUs, the Company issued a net amount of 586,586 shares of common stock. The remaining 95,954 shares of the 682,540 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 700,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 700,000 RSUs. The Company cancelled RSUs held by its President representing 1,724,532 shares of common stock, of which 490,000 were unvested and 1,234,532 were vested. In place of the 1,234,532 vested cancelled RSUs, the Company issued a net amount of 928,027 shares of common stock. The remaining 306,505 shares of the 1,234,532 cancelled vested RSUs were not issued and instead the cash value of those shares was held back by the Company to pay certain taxes related to the issuance. In addition, the 490,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 490,000 RSUs. The Company cancelled RSUs held by its two of its Directors representing 545,000 shares of common stock, of which 180,000 were unvested and 365,000 were vested. In place of the 365,000 vested cancelled RSUs, the Company issued 365,000 shares of common stock. In addition, the 180,000 unvested RSUs were replaced with restricted stock awards under the same terms and conditions as the 180,000 RSUs. The Company’s Chief Executive Officer converted a note payable in the amount of $164,650 into 658,600 shares of common stock. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $9,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 140,000 shares of the Company’s common stock from its President for $13,400 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 87,500 shares of the Company’s common stock from its Principal Accounting Officer for $8,125 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its Chief Executive Officer for $24,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from its President for $24,000 cash, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 200,000 shares of the Company’s common stock from two of its directors (100,000 from each director) for $48,000 ($24,000 to each director), which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. The Company acquired options to purchase 100,000 shares of the Company’s common stock from a director for $33,000, which was the difference between the exercise price of the options and the market price of the stock on the date of purchase. Warrants There were no warrants outstanding at September 30, 2018 or December 31, 2017. Options The following table summarizes the options outstanding at September 30, 2018 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 $ 1.10 75,000 2.62 $ 1.10 50,000 $ 1.10 $ 1.31 150,000 0.25 $ 1.31 150,000 $ 1.31 $ 1.38 100,000 1.17 1.38 100,000 $ 1.38 $ 1.43 50,000 0.25 $ 1.43 50,000 $ 1.43 $ 1.90 175,000 0.73 $ 1.90 175,000 $ 1.90 550,000 0.89 $ 1.49 525,000 $ 1.51 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2017 1,510,000 $ 1.60 Granted 75,000 $ 1.10 Exercised - $ - Cancelled / Expired (1,035,000 ) $ 1.53 Options outstanding at September 30, 2018 550,000 $ 1.490 Aggregate intrinsic value of options outstanding and exercisable at September 30, 2018 and 2017 was $0 and $339,700, 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 $0.0.68 and $0.91 as of September 30, 2018 and 2017, respectively, and the exercise price multiplied by the number of options outstanding. During the three months ended September 30, 2018 and 2017, the Company charged $24,285 and $0, respectively, to operations to recognized stock-based compensation expense for employee stock options. During the nine months ended September 30, 2018 and 2017, the Company charged $47,693 and $8,707, 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 stock options during the three months ended September 30, 2018 using the Black-Scholes valuation model utilizing the following variables: September 30, 2018 Volatility 43.0 % Dividends $ - Risk-free interest rates 2.67 % Term (years) 2.98 The Company valued warrants and stock options during the three months ended September 30, 2017 using the Black-Scholes valuation model utilizing the following variables: September 30, 2017 Volatility 56.9 % Dividends $ - Risk-free interest rates 0.87 % Term (years) 0.78-2.44 Restricted Stock Units (“RSUs”) The Company had no RSUs outstanding during the three and nine months ended September 30, 2018. During the nine months ended September 30, 2017, the Company cancelled all of its outstanding RSUs and issued the following: For vested RSUs representing 3,104,205 shares of common stock, the Company issued a net amount of 2,480,392 shares of restricted common stock (net of 623,813 shares held back by the Company to pay certain taxes owed related to the issuance); for unvested RSUs representing 1,370,000 shares of common stock, the Company issued 1,370,000 shares of restricted common stock under the same terms as the cancelled RSUs. 1,070,000 of the restricted stock awards vested on July 1, 2017, the same date at which the RSUs which they replaced would have vested. These 1,070,000 shares were issued during the three months ended September 30, 2017. The vesting for the remaining 300,000 restricted stock awards is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs. The Company charged the amount of $0 and $240,208, respectively, to operations during the three and nine months ended September 30, 2017 representing the amortization of the cost of these restricted stock awards. The amounts charged to operations is the same amount that the Company would have charged for the RSUs that were cancelled had they not been cancelled. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 9 Months Ended |
Sep. 30, 2018 | |
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, GFGW, Gourmeting, Haley, Oasis, Gourmet, Innovative Gourmet, M Innovations, and Food Funding. Overall, our business activities are focused around the distribution or the enabling of distribution of high quality, unique specialty food and food related products ranging from specialty foodservice products to Consumer Packaged Goods (“CPG”) products through a variety of sales channels. Since its incorporation, the Company, primarily through FII’s relationship with US Foods, Inc. (“U.S. Foods” or “USF”), has been in the business of providing premium restaurants and other foodservice establishments, within 24 – 72 hours, with the freshest origin-specific perishable, 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 specialty food to e-commerce consumers, through its own website at www.forethegourmet.com and through www.amazon.com, with unique specialty 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 and Oasis are outsourced national sales and brand management teams for emerging organic and specialty food CPG companies of a variety of sizes and business stages, and assists emerging CPG specialty food brands distribution and shelf placement access in key major metro markets in the retail food industry. FNM provides value-added, synergistic, seed and early stage capital to food related businesses including foodtech, foodservice products, and CPG companies. Through its temperature controlled warehouse, Gourmet Foodservice Warehouse fulfills specialty food product orders for the Company’s wholesale and direct to consumer customers. Innovative Gourmet is engaged in the warehousing, sale, marketing, and distribution of specialty food and specialty food items through www.igourmet.com, online marketplaces, additional direct-to-consumer platforms, distribution to foodservice, retail stores and other wholesale accounts. Food Funding is involved in the financing of food related businesses. |
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 condensed consolidated financial statements include the accounts of Innovative Food Holdings, Inc., and its wholly owned operating subsidiaries, Artisan, FII, FNM, OFB, GFG, GFGW, Gourmeting, Haley, Oasis, Gourmet, Innovative Gourmet, Food Funding, and M Innovations. All material intercompany transactions have been eliminated upon consolidation of these entities. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At September 30, 2018 and December 31, 2017, trade receivables from the Company’s largest customer amounted to 36% and 48%, respectively, of total trade receivables. |
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” 606. A five-step analysis a must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied.. 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. The Company offers gift card programs and monthly clubs under Innovative Gourmet whereby customers may prepay for certain of its products. Amounts prepaid for unshipped goods under these programs are carried as deferred revenue on the Company’s balance sheet. Deferred revenue was $27,534 at September 30, 2018. |
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 per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net income 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. Dilutive shares at September 30, 2018: There were no convertible notes or warrants outstanding on September 30, 2018. Stock 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 at September 30, 2018: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 Dilutive shares at September 30, 2017: Convertible notes and interest At September 30, 2017, the Company had outstanding convertible notes payable in the aggregate principal amount of $20,000 convertible at the rate of $0.25 per share with accrued interest of $15,764. Warrants At September 30, 2017, the Company had outstanding warrants for holders to purchase the following additional shares: 700,000 shares at a price of $0.01 per share. Stock 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 at September 30, 2017: Average Weighted Remaining Exercise Number Contractual Price of Options Life (years) $ 0.35 470,000 0.31 $ 0.57 225,000 0.25 $ 1.31 200,000 0.69 $ 1.42 100,000 0.72 $ 1.43 50,000 1.25 $ 1.46 100,000 0.75 $ 1.60 310,000 0.25 $ 1.70 75,000 0.54 $ 1.90 190,000 1.60 $ 2.00 50,000 0.54 $ 2.40 20,000 0.67 $ 2.50 37,500 0.54 $ 3.40 30,000 0.67 $ 3.50 37,500 0.54 1,895,000 0.57 RSUs During the nine months ended September 30, 2017, the Company cancelled all outstanding restricted stock units (“RSUs”) and replaced them with common stock or restricted stock awards. At September 30, 2017, there are no RSUs outstanding. 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 of $0 and $658,709 related to recognition of RSUs during the nine months ended September 30, 2017 and 2016, respectively. Restricted Stock Awards During the nine months ended September 30, 2017, the Company cancelled unvested RSUs representing 1,370,000 shares of common stock and replaced them with restricted stock awards also representing 1,370,000 shares of common stock. The restricted stock awards will vest over the same vesting period and under the same terms as the RSUs they replaced. Restricted stock awards representing 1,070,000 shares of common stock are vested at September 30, 2017; there are a total of 300,000 unvested restricted stock awards remaining. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards 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 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. During the nine months ended September 30, 2017, the Company recognized expense of $240,208 for the vesting of restricted stock awards, the same amount of expense that would have been recognized had the RSUs not been replaced by the restricted stock awards. As the restricted stock awards were not in place during the nine months ended September 30, 2016, there was no such cost during that period. |
New Accounting Pronouncements, Policy [Policy Text Block] | Significant Recent Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Stock Compensation - Scope of Modification Accounting, which provides guidance on which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The ASU requires that an entity account for the effects of a modification unless the fair value (or calculated value or intrinsic value, if used), vesting conditions and classification (as equity or liability) of the modified award are all the same as for the original award immediately before the modification. The ASU became effective for the Company on January 1, 2018, and was applied prospectively to an award modified on or after the adoption date. The implementation of this standard did not have a material effect on our results of operations. In January 2017, the FASB issued ASU No. 2017-04, Simplifying the Test for Goodwill Impairment, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test. In computing the implied fair value of goodwill under Step 2, current U.S. GAAP requires the performance of procedures to determine the fair value at the impairment testing date of assets and liabilities (including unrecognized assets and liabilities) following the procedure that would be required in determining the fair value of assets acquired and liabilities assumed in a business combination. Instead, the amendments under this ASU require the goodwill impairment test to be performed by comparing the fair value of a reporting unit with its carrying amount. An impairment charge should be recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. The ASU becomes effective for the Company on January 1, 2020. The amendments in this ASU should be applied on a prospective basis. Early adoption is permitted for interim or annual goodwill impairment tests performed. In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) 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 condensed consolidated financial statements. |
2. NATURE OF ACTIVITIES AND S_2
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Accounting Policies [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The following table presents the changes in deferred revenue on the Company’s consolidated balance sheets: Balance as of December 31, 2017 $ - Cash payments received 77,917 Net sales recognized (50,383 ) Balance as of September 30, 2018 $ 27,554 |
Dilutive Shares [Table Text Block] | Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 1.10 75,000 2.62 $ 1.31 150,000 0.25 $ 1.38 100,000 1.17 $ 1.43 50,000 0.25 $ 1.90 175,000 0.73 550,000 0.89 Average Weighted Remaining Exercise Number Contractual Price of Options Life (years) $ 0.35 470,000 0.31 $ 0.57 225,000 0.25 $ 1.31 200,000 0.69 $ 1.42 100,000 0.72 $ 1.43 50,000 1.25 $ 1.46 100,000 0.75 $ 1.60 310,000 0.25 $ 1.70 75,000 0.54 $ 1.90 190,000 1.60 $ 2.00 50,000 0.54 $ 2.40 20,000 0.67 $ 2.50 37,500 0.54 $ 3.40 30,000 0.67 $ 3.50 37,500 0.54 1,895,000 0.57 |
3. ACQUISITION (Tables)
3. ACQUISITION (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | Cash $ 208,355 Contingent liability – payable to debt holder 185,000 Contingent liabilities – payable to sellers 100,000 Additional Contingent Liabilities 20,000 Total purchase price $ 513,355 Tangible assets acquired $ 57,000 Intangible assets acquired 432,667 Goodwill acquired 45,688 Total purchase price $ 513,355 Initial purchase price $ 1,500,000 Cash payable in connection with transaction 1,863,443 Accounts payable 85,528 Contingent liabilities 787,800 Total purchase price $ 4,236,771 Tangible assets acquired $ 951,351 Intangible assets acquired 2,970,600 Goodwill acquired 314,820 Total purchase price $ 4,236,771 |
Business Acquisition, Pro Forma Information [Table Text Block] | The following table sets forth the unaudited pro forma results of the Company as if the iGourmet APA was effective on the first day of the September 30, 2018 and 2017 three and nine months periods presented. These combined results are not necessarily indicative of the results that may have been achieved had the companies always been combined. Three months ended September 30, 2018 2017 (unaudited) (unaudited) Revenues $ 12,054,490 $ 11,820,018 Net Income $ 148,701 $ 1,131,404 Basic net income per share $ 0.004 $ 0.033 Diluted net income per share $ 0.004 $ 0.033 Weighted average shares - basic 33,989,715 33,989,715 Weighted average shares - diluted 33,989,715 33,989,715 Nine months ended September 30, 2018 2017 (unaudited) (unaudited) Revenues $ 35,337,687 $ 34,625,827 Net Income $ 816,172 $ 2,603,275 Basic net income per share $ 0.024 $ 0.087 Diluted net income per share $ 0.024 $ 0.087 Weighted average shares - basic 33,974,321 29,779,904 Weighted average shares - diluted 33,974,321 30,842,167 |
4. ACCOUNTS RECEIVABLE (Tables)
4. ACCOUNTS RECEIVABLE (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At September 30, 2018 and December 31, 2017, accounts receivable consists of: September 30, 2018 December 31, 2017 Accounts receivable from customers $ 2,696,266 $ 2,105,772 Allowance for doubtful accounts (107,774 ) (63,267 ) Accounts receivable, net $ 2,588,492 $ 2,042,505 |
5. INVENTORY (Tables)
5. INVENTORY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists primarily of specialty food products. At September 30, 2018 and December 31, 2017, inventory consisted of the following: September 30, 2018 December 31, 2017 Finished Goods Inventory $ 1,899,452 $ 937,962 |
6. PROPERTY AND EQUIPMENT (Tabl
6. PROPERTY AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment at September 30, 2018 and December 31, 2017, was as follows: September 30, 2018 December 31, 2017 Land $ 385,523 $ 385,523 Building 1,326,165 1,326,165 Computer and Office Equipment 507,477 497,189 Warehouse Equipment 302,621 226,953 Furniture, Fixtures 806,882 453,572 Vehicles 41,137 40,064 Total before accumulated depreciation 3,369,805 2,949,466 Less: accumulated depreciation (1,140,324 ) (994,216 ) Total $ 2,229,481 $ 1,955,250 |
8. INTANGIBLE ASSETS (Tables)
8. INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis (see note 3), Innovative Gourmet (see note 3), OFB, Haley, and M Innovations. The following is the net book value of these assets: September 30, 2018 Accumulated Gross Amortization Net Trade Name $ 1,477,996 $ - $ 1,477,996 Non-Compete Agreement 505,900 (345,255 ) 160,645 Customer Relationships 3,087,070 (1,598,168 ) 1,488,902 Internally Developed Technology 987,823 (110,832 ) 876,991 Goodwill 425,980 - 425,980 Total $ 6,484,769 $ (2,054,255 ) $ 4,430,514 December 31, 2017 Accumulated Gross Amortization Net Trade Name $ 217,000 $ - $ 217,000 Non-Compete Agreement 444,000 (294,000 ) 150,000 Customer Relationships 1,930,994 (1,112,078 ) 818,916 Goodwill 151,000 - 151,000 Total $ 2,742,994 $ (1,406,078 ) $ 1,336,916 |
9. ACCOUNTS PAYABLE AND ACCRU_2
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at September 30, 2018 and December 31, 2017 are as follows: September 30, 2018 December 31, 2017 Trade payables $ 1,345,526 $ 1,652,681 Accrued payroll and commissions 121,337 183,878 Total $ 1,466,863 $ 1,836,559 |
11. REVOLVING CREDIT FACILITI_2
11. REVOLVING CREDIT FACILITIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Disclosure Text Block [Abstract] | |
Schedule of Line of Credit Facilities [Table Text Block] | September 30, 2018 December 31, 2017 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. On August 1, 2017 this credit facility was increased to $2,000,000 and the due date was extended to August 1, 2018; In August 2018, this credit facility was extended to August 1, 2019. There was no activity on this credit facility during the nine months ended September 30, 2018. $ - $ - Total $ - $ - |
12. NOTES PAYABLE AND NOTES P_2
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | September 30, 2018 December 31, 2017 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 was due on the maturity date of February 5, 2018. During the twelve months ended December 31, 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 March 31, 2018, the Company paid the remaining principal balance of $114,033 and made interest payments on this loan in the amount of $829. $ - $ 114,033 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 was originally due February 28, 2018. Effective February 26, 2018, this note was renewed in the principal balance of $273,000 and will be due on February 28, 2023. During the three months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $13,650 and $3,305, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $36,400 and $9,862, respectively. 245,700 282,100 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, 2018, the Company made payments of principal and interest on this note in the amounts of $24,500 and $8,340, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $73,500 and $24,698, respectively. 653,333 726,833 Term loan dated March 28, 2018 in the original amount of $1,500,000 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 4.25%. Principal payments in the amount of $83,333 are due monthly along with accrued interest beginning March 28, 2018. The entire principal balance and all accrued interest is due on the maturity date of August 28, 2019. During the three months ended September 30, 2018, the Company made principal and interest payments on this loan in the amounts of $249,999 and $17,593, respectively; during the nine months ended September 30, 2018, the Company made payments of principal and interest on this note in the amounts of $583,331 and $58,089, respectively. 916,669 - Note payable in the amount of $20,000 The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three months ended September 30, 2018, the Company accrued interest in the amount of $93 on this note; during the nine months ended September 30, 2018, the Company accrued interest in the amount of $279 on this note 20,000 20,000 September 30, 2018 December 31, 2017 Unsecured promissory note in the amount of $100,000 dated January 1, 2017 bearing interest at the rate of 2.91% per annum issued in connection with the Oasis acquisition. Payments in the amount of $4,297 consisting of principal and interest are to be made monthly beginning February 15, 2017 for twenty-four months until paid in full. During the three months ended September 30, 2018, the Company made principal and interest payments on this note in the amount of $12,733 and $158, respectively; during the nine months ended September 30, 2018, the Company made principal and interest payments on this note in the amount of $37,934 and $744, respectively. 17,120 55,054 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, 2018, the Company made principal payments in the amount of $813 and interest payments in the amount of $104 on this lease obligation. During the nine months ended September 30, 2018, the Company made principal payments in the amount of $2,4127 and interest payments in the amount of $54 on this lease obligation. 273 2,685 Capital lease obligations under a lease agreement for a forklift payable in thirty-six monthly installments of $579 including interest at the rate of 4.83%. During the three months ended September 30, 2018, the Company made principal payments in the amount of $1,736 and interest payments in the amount of $95 on this lease obligation; during the nine months ended September 30, 2018, the Company made principal payments in the amount of $4,946 and interest payments in the amount of $356 on this lease obligation. 7,314 12,160 Total $ 1,860,409 $ 1,212,865 Current portion $ 1,118,526 $ 346,855 Long-term maturities 741,883 866,010 Total $ 1,860,409 $ 1,212,865 |
Schedule of Maturities of Long-term Debt [Table Text Block] | Aggregate maturities of long-term notes payable as of September 30, 2018 are as follows: 2019 $ 1,113,975 2020 152,901 2021 511,933 2022 54,600 2023 27,000 Total $ 1,860,409 |
15. EQUITY (Tables)
15. EQUITY (Tables) | 9 Months Ended |
Sep. 30, 2018 | |
15. EQUITY (Tables) [Line Items] | |
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 at September 30, 2018 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 $ 1.10 75,000 2.62 $ 1.10 50,000 $ 1.10 $ 1.31 150,000 0.25 $ 1.31 150,000 $ 1.31 $ 1.38 100,000 1.17 1.38 100,000 $ 1.38 $ 1.43 50,000 0.25 $ 1.43 50,000 $ 1.43 $ 1.90 175,000 0.73 $ 1.90 175,000 $ 1.90 550,000 0.89 $ 1.49 525,000 $ 1.51 |
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, 2017 1,510,000 $ 1.60 Granted 75,000 $ 1.10 Exercised - $ - Cancelled / Expired (1,035,000 ) $ 1.53 Options outstanding at September 30, 2018 550,000 $ 1.490 |
Warrant [Member] | |
15. EQUITY (Tables) [Line Items] | |
Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] | September 30, 2018 Volatility 43.0 % Dividends $ - Risk-free interest rates 2.67 % Term (years) 2.98 September 30, 2017 Volatility 56.9 % Dividends $ - Risk-free interest rates 0.87 % Term (years) 0.78-2.44 |
2. NATURE OF ACTIVITIES AND S_3
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Deferred Revenue, Current (in Dollars) | $ 27,534 | $ 0 | ||
Restricted Stock Units (RSUs) [Member] | ||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Share-based Compensation (in Dollars) | $ 0 | $ 658,709 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeited in Period | 1,370,000 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,370,000 | |||
Restricted Stock [Member] | ||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Share-based Compensation (in Dollars) | $ 240,208 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,070,000 | 1,370,000 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 1,070,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | 300,000 | ||
Warrants at $0.0100 per share [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 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in Dollars per share) | $ 0.01 | $ 0.01 | ||
Convertible Debt Securities [Member] | ||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Convertible Notes Payable (in Dollars) | $ 20,000 | $ 20,000 | ||
Debt Instrument, Convertible, Conversion Price (in Dollars per share) | $ 0.25 | $ 0.25 | ||
Interest Payable (in Dollars) | $ 15,764 | $ 15,764 | ||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [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 | 125,000 | |||
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 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 Rights | the remaining 300,000 restricted stock awards is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs | |||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [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 | 175,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | vest contingent  upon the attainment of a stock price of $3.00  per share for 20 straight trading days | |||
Largest Customer [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | ||||
Concentration Risk, Percentage | 36.00% | 48.00% |
2. NATURE OF ACTIVITIES AND S_4
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure | 9 Months Ended |
Sep. 30, 2018USD ($) | |
Deferred Revenue, by Arrangement, Disclosure [Abstract] | |
Balance | $ 0 |
Cash payments received | 77,917 |
Net sales recognized | (50,383) |
Balance | $ 27,554 |
2. NATURE OF ACTIVITIES AND S_5
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares | 9 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | |
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 550,000 | 1,895,000 |
Weighted Average Remaining Contractual Life | 324 days | 208 days |
Options at $1.10 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.10 | |
Number of Options | 75,000 | |
Weighted Average Remaining Contractual Life | 2 years 226 days | |
Options at $1.310 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.31 | $ 1.31 |
Number of Options | 150,000 | 200,000 |
Weighted Average Remaining Contractual Life | 3 months | 251 days |
Options at $1.38 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.38 | |
Number of Options | 100,000 | |
Weighted Average Remaining Contractual Life | 1 year 62 days | |
Options at $1.43 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.43 | $ 1.43 |
Number of Options | 50,000 | 50,000 |
Weighted Average Remaining Contractual Life | 3 months | 1 year 3 months |
Options at $1.90 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.90 | $ 1.90 |
Number of Options | 175,000 | 190,000 |
Weighted Average Remaining Contractual Life | 266 days | 1 year 219 days |
Options at $0.350 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.35 | |
Number of Options | 470,000 | |
Weighted Average Remaining Contractual Life | 113 days | |
Options at $0.570 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.57 | |
Number of Options | 225,000 | |
Weighted Average Remaining Contractual Life | 3 months | |
Options at $1.42 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.42 | |
Number of Options | 100,000 | |
Weighted Average Remaining Contractual Life | 262 days | |
Options at $1.46 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.46 | |
Number of Options | 100,000 | |
Weighted Average Remaining Contractual Life | 9 months | |
Options at $1.60 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.60 | |
Number of Options | 310,000 | |
Weighted Average Remaining Contractual Life | 3 months | |
Options at $1.70 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.70 | |
Number of Options | 75,000 | |
Weighted Average Remaining Contractual Life | 197 days | |
Options at $2.00 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 2 | |
Number of Options | 50,000 | |
Weighted Average Remaining Contractual Life | 197 days | |
Options at $2.40 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 2.40 | |
Number of Options | 20,000 | |
Weighted Average Remaining Contractual Life | 244 days | |
Options at $2.50 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 2.50 | |
Number of Options | 37,500 | |
Weighted Average Remaining Contractual Life | 197 days | |
Options at $3.40 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 3.40 | |
Number of Options | 30,000 | |
Weighted Average Remaining Contractual Life | 244 days | |
Options at $3.50 [Member] | ||
2. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 3.50 | |
Number of Options | 37,500 | |
Weighted Average Remaining Contractual Life | 197 days |
3. ACQUISITION (Details)
3. ACQUISITION (Details) - USD ($) | Jul. 06, 2018 | May 23, 2018 | Jan. 23, 2018 | Nov. 28, 2017 | Jan. 01, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 |
Mouth Foods [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, High | $ 208,355 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Range of Outcomes, Contingent Consideration, Liability, Value, Low | 100,000 | |||||||||
Business Combination, Contingent Consideration, Liability | $ 305,000 | $ 305,000 | ||||||||
Business Combination, Consideration Transferred | 513,355 | |||||||||
Amortization of Intangible Assets | 16,156 | |||||||||
Depreciation | 1,833 | |||||||||
Payments to Acquire Businesses, Gross | $ 208,355 | |||||||||
Business Combination, Contingent Consideration, Liability, Current | 172,500 | 172,500 | ||||||||
IGourmet, LLC [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Description | The consideration for and in connection with the iGourmet APA consisted of:  (i) $1,500,000, which satisfied or reduced secured, priority and administrative debt of sellers; (ii) in connection with and prior to the acquisition, our wholly-owned subsidiary, Food Funding, funded advances of $325,500 to sellers on a secured basis, pursuant to certain loan documents and as bridge loans, which loans  were reduced by the proceeds of the iGourmet APA; (iii) the purchase for $200,000 of certain debt owed by sellers, to be paid out of, if  available, Innovative Gourmet’s cash flow; (iv) potential contingent liability allocation for a percentage of sellers’ approximately $2,300,000 of certain debt, not purchased or assumed by Innovative Gourmet, which  under certain circumstances, Innovative Gourmet may determine to pay; and (v) additional purchase price consideration of (a) up to a maximum of $1,500,000, if EBITDA of Innovative Gourmet reaches $3,800,000 million in 2018, (b) up to a maximum of $1,750,000, if EBITDA of Innovative Gourmet in 2019 exceeds its EBITDA in 2018 by at least 20% and if its EBITDA reaches $5,000,000; and (c) up to a maximum of $2,125,000, if EBITDA of Innovative Gourmet in 2020 exceeds its EBITDA in 2019 by at least 20% and if its EBITDA reaches $8,000,000. The EBITDA based earnout shall be paid 37.5% in cash, 25% in Innovative Food Holdings shares valued at the time of the closing of this transaction and 37.5%, at Innovative Gourmet’s option, in Innovative Food Holdings shares valued at the time of the payment of the earnout or in cash. | |||||||||
Business Combination, Contingent Consideration, Liability | $ 787,800 | 787,800 | 787,800 | |||||||
Business Combination, Consideration Transferred | 4,151,243 | 4,236,771 | 4,236,771 | |||||||
Payments to Acquire Businesses, Gross | 1,500,000 | |||||||||
Business Combination, Provisional Information, Initial Accounting Incomplete, Adjustment, Consideration Transferred | 85,528 | |||||||||
Business Combination, Contingent Consideration, Liability, Current | 392,900 | 392,900 | ||||||||
Oasis Sales and Marketing, LLC [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Description | the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date up to a maximum of $400,000 | |||||||||
Business Combination, Contingent Consideration, Liability | 400,000 | |||||||||
Amortization of Intangible Assets | 52,500 | $ 52,500 | 157,500 | $ 157,500 | ||||||
Payments to Acquire Businesses, Gross | $ 300,000 | |||||||||
Business Combination, Consideration Transferred, Liabilities Incurred | 100,000 | |||||||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 200,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 400,000 | |||||||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 189,000 | |||||||||
Other Noncash Income | $ 11,000 | 11,000 | ||||||||
Business Combination, Contingent Consideration, Liability, Current | $ 200,000 | $ 200,000 | ||||||||
Business Acquisition, Equity Interest Issued or Issuable, Description | The SEI was payable in cash or shares of the Company’s stock at the Company’s option, at any time, or is automatically payable via the issuance of 200,000 shares of the Company’s stock if the Company’s shares close above $1.00 for ten consecutive days | |||||||||
Debt Conversion, Converted Instrument, Shares Issued (in Shares) | 200,000 | |||||||||
Customer Lists [Member] | Oasis Sales and Marketing, LLC [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Finite-Lived Customer Lists, Gross | $ 800,000 | |||||||||
Finite-Lived Intangible Asset, Useful Life | 60 months | |||||||||
Noncompete Agreements [Member] | Oasis Sales and Marketing, LLC [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||||||||
Finite-Lived Noncompete Agreements, Gross | $ 200,000 | |||||||||
Food Funding [Member] | IGourmet, LLC [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Payments to Acquire Loans Receivable | $ 1,187,000 | |||||||||
Contingent Liability - Future Sales of Purchased Assets [Member] | Mouth Foods [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration Arrangements, Description | payment of 5% of certain revenues, with no payments on the first $500,000 of revenues and no payments on revenues after June 30, 2020;  (iii) additional revenue based contingent liabilities of up to $185,000 associated with the purchase of certain debt of the seller; and (iv) additional contingent liability consideration valued by management at approximately $20,000 | |||||||||
Contingent Liability – Payable to Debt Holder [Member] | Mouth Foods [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 185,000 | |||||||||
Contingent Liabilities - Payable to Certain Vendors [Member] | Mouth Foods [Member] | ||||||||||
3. ACQUISITION (Details) [Line Items] | ||||||||||
Business Combination, Contingent Consideration, Liability | $ 20,000 |
3. ACQUISITION (Details) - Sch
3. ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed - USD ($) | Jul. 06, 2018 | Jan. 23, 2018 | Sep. 30, 2018 | Sep. 30, 2018 |
Mouth Foods [Member] | ||||
3. ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Cash | $ 208,355 | |||
Contingent liabilit | $ 305,000 | $ 305,000 | ||
Accounts payable | 20,000 | |||
Total purchase price | 513,355 | |||
Tangible assets acquired | 57,000 | |||
Intangible assets acquired | 432,667 | |||
Goodwill acquired | 45,688 | |||
IGourmet, LLC [Member] | ||||
3. ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Cash | $ 1,500,000 | |||
Cash payable in connection with transaction | 1,863,443 | |||
Contingent liabilit | 787,800 | 787,800 | 787,800 | |
Accounts payable | 85,528 | |||
Total purchase price | 4,151,243 | $ 4,236,771 | $ 4,236,771 | |
Tangible assets acquired | 951,351 | |||
Intangible assets acquired | 2,970,600 | |||
Goodwill acquired | $ 314,820 | |||
Contingent Liability – Payable to Debt Holder [Member] | Mouth Foods [Member] | ||||
3. ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | 185,000 | |||
Contingent Liabilities – Payable to Sellers [Member] | Mouth Foods [Member] | ||||
3. ACQUISITION (Details) - Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Line Items] | ||||
Contingent liabilit | $ 100,000 |
3. ACQUISITION (Details) - Bus
3. ACQUISITION (Details) - Business Acquisition, Pro Forma Information - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Mouth Foods [Member] | ||||
3. ACQUISITION (Details) - Business Acquisition, Pro Forma Information [Line Items] | ||||
Revenues | $ 12,054,490 | $ 11,820,018 | ||
Net Income | $ 148,701 | $ 1,131,404 | ||
Basic net income per share | $ 0.004 | $ 0.033 | ||
Diluted net income per share | $ 0.004 | $ 0.033 | ||
Weighted average shares - basic | 33,989,715 | 33,989,715 | ||
Weighted average shares - diluted | 33,989,715 | 33,989,715 | ||
IGourmet, LLC [Member] | ||||
3. ACQUISITION (Details) - Business Acquisition, Pro Forma Information [Line Items] | ||||
Revenues | $ 35,337,687 | $ 34,625,827 | ||
Net Income | $ 816,172 | $ 2,603,275 | ||
Basic net income per share | $ 0.024 | $ 0.087 | ||
Diluted net income per share | $ 0.024 | $ 0.087 | ||
Weighted average shares - basic | 33,974,321 | 29,779,904 | ||
Weighted average shares - diluted | 33,974,321 | 30,842,167 |
4. ACCOUNTS RECEIVABLE (Details
4. ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of accounts receivable [Abstract] | ||
Accounts receivable from customers | $ 2,696,266 | $ 2,105,772 |
Allowance for doubtful accounts | (107,774) | (63,267) |
Accounts receivable, net | $ 2,588,492 | $ 2,042,505 |
5. INVENTORY (Details) - Schedu
5. INVENTORY (Details) - Schedule of Inventory - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Inventory [Abstract] | ||
Finished Goods Inventory | $ 1,899,452 | $ 937,962 |
6. PROPERTY AND EQUIPMENT (Deta
6. PROPERTY AND EQUIPMENT (Details) | May 14, 2015USD ($)aft² | Feb. 26, 2013USD ($)aft² | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2018USD ($) | Sep. 30, 2017USD ($) | Dec. 31, 2015USD ($) |
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||||
Payments for Capital Improvements | $ 474,301 | ||||||
Depreciation | $ 51,384 | $ 41,700 | $ 146,108 | $ 120,832 | |||
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 | |||||
Proceeds from Lines of Credit | 900,000 | ||||||
Debt Instrument, Face Amount | 980,000 | ||||||
Repayments of Lines of Credit | 900,000 | ||||||
Leasehold Improvements [Member] | |||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||||
Property, Plant and Equipment, Additions | $ 80,000 | ||||||
London Interbank Offered Rate (LIBOR) [Member] | Land and Building [Member] | |||||||
6. PROPERTY AND EQUIPMENT (Details) [Line Items] | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.00% |
6. PROPERTY AND EQUIPMENT (De_2
6. PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 3,369,805 | $ 2,949,466 |
Less: accumulated depreciation | (1,140,324) | (994,216) |
Total | 2,229,481 | 1,955,250 |
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 | 507,477 | 497,189 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 302,621 | 226,953 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 806,882 | 453,572 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 41,137 | $ 40,064 |
7. INVESTMENTS (Details)
7. INVESTMENTS (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2018 | Dec. 31, 2017 | |
Investments Schedule [Abstract] | ||
Equity Method Investment, Additional Information | the Company has investments in four food related companies | |
Long-term Investments | $ 251,525 | $ 201,525 |
8. INTANGIBLE ASSETS (Details)
8. INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Amortization of Intangible Assets | $ 242,874 | $ 82,317 | $ 648,177 | $ 288,451 |
Noncompete Agreements [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 48 months | |||
Customer Relationships [Member] | Minimum [Member] | ||||
8. INTANGIBLE ASSETS (Details) [Line Items] | ||||
Finite-Lived Intangible Asset, Useful Life | 24 months | |||
Customer Relationships [Member] | Maximum [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, 2018 | Dec. 31, 2017 |
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 6,484,769 | $ 2,742,994 |
Intangible asset, accumulated amortization | (2,054,255) | (1,406,078) |
Intangible asset, net | 4,430,514 | 1,336,916 |
Trade Names [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 1,477,996 | 217,000 |
Intangible asset, accumulated amortization | 0 | 0 |
Intangible asset, net | 1,477,996 | 217,000 |
Noncompete Agreements [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 505,900 | 444,000 |
Intangible asset, accumulated amortization | (345,255) | (294,000) |
Intangible asset, net | 160,645 | 150,000 |
Customer Relationships [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 3,087,070 | 1,930,994 |
Intangible asset, accumulated amortization | (1,598,168) | (1,112,078) |
Intangible asset, net | 1,488,902 | 818,916 |
Technology-Based Intangible Assets [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | 987,823 | |
Intangible asset, accumulated amortization | (110,832) | |
Intangible asset, net | 876,991 | |
Goodwill [Member] | ||
8. INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Goodwill, gross | 425,980 | 151,000 |
Goodwill, Accumulated Impairment Loss | 0 | 0 |
Goodwill, net | $ 425,980 | $ 151,000 |
9. ACCOUNTS PAYABLE AND ACCRU_3
9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of accounts payable and accrued liabilities [Abstract] | ||
Trade payables | $ 1,345,526 | $ 1,652,681 |
Accrued payroll and commissions | 121,337 | 183,878 |
Total | $ 1,466,863 | $ 1,836,559 |
10. ACCRUED INTEREST (Details)
10. ACCRUED INTEREST (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
10. ACCRUED INTEREST (Details) [Line Items] | |||||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 74,178 | ||||
Accrued interest [Member] | |||||
10. ACCRUED INTEREST (Details) [Line Items] | |||||
Interest Payable | $ 16,136 | $ 16,136 | $ 15,860 | ||
Interest Paid, Including Capitalized Interest, Operating and Investing Activities | $ 29,500 | $ 17,480 | $ 94,614 | $ 59,432 |
11. REVOLVING CREDIT FACILITI_3
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
Line of Credit [Member] | ||
Line of Credit Facility [Line Items] | ||
Line of credit | $ 0 | $ 0 |
11. REVOLVING CREDIT FACILITI_4
11. REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - Line of Credit [Member] - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | ||
Credit Facility | $ 1,000,000 | $ 1,000,000 |
Credit facility was increased | $ 2,000,000 | $ 1,500,000 |
Due Date | Aug. 1, 2018 | Aug. 1, 2018 |
London Interbank Offered Rate (LIBOR) [Member] | ||
Line of Credit Facility [Line Items] | ||
Interest | 3.25% | 3.25% |
12. NOTES PAYABLE AND NOTES P_3
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Total | $ 1,860,409 | $ 1,212,865 |
Current maturities, net of discount | 1,118,526 | 346,855 |
Long-term portion, net of discount | 741,883 | 866,010 |
Total | 1,860,409 | 1,212,865 |
Notes Payable to Banks [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 916,669 | 0 |
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | 17,120 | 55,054 |
Mortgages [Member] | Bonita Springs, FL [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 245,700 | 282,100 |
Mortgages [Member] | Broadview, IL [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Secured mortgage | 653,333 | 726,833 |
Convertible Debt [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Convertible Notes | 20,000 | 20,000 |
Capital Lease Obligations [Member] | Capital Lease #1 [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | 273 | 2,685 |
Capital Lease Obligations [Member] | Capital Lease #2 [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Capital lease obligations | 7,314 | 12,160 |
Term Loan #1 [Member] | Notes Payable to Banks [Member] | ||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt [Line Items] | ||
Notes Payable | $ 0 | $ 114,033 |
12. NOTES PAYABLE AND NOTES P_4
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2018 | Sep. 30, 2017 | Dec. 31, 2017 | |
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 846,556 | $ 746,941 | |
Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 1,500,000 | ||
Secured by | the Company's tangible and intangible personal property | ||
Payments | $ 83,333 | ||
Due | August 28, 2019 | ||
Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 100,000 | ||
Interest | 2.91% | ||
Payments | $ 4,297 | ||
Dated | Jan. 1, 2017 | ||
Payments | monthly beginning February 15, 2017 for twenty-four months until paid in full | ||
Principal [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 583,331 | ||
Principal [Member] | Convertible Notes Payable [Member] | Oasis Sales and Marketing, LLC [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 37,934 | ||
Accrued interest [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 58,089 | ||
Accrued interest [Member] | Convertible Notes Payable [Member] | Oasis Sales and Marketing, LLC [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 744 | ||
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 | |
Interest | 3.00% | 3.00% | |
Due | February 28, 2018 | February 28, 2018 | |
Payments | $ 4,550 | $ 4,550 | |
Note Renewed | Effective February 26, 2018, this note was renewed in the principal balance of $273,000 and will be due on February 28, 2023. | ||
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 | |
Due | May 29, 2020 | May 29, 2020 | |
Payments | $ 8,167 | $ 8,167 | |
Principal Balance | 490,000 | 490,000 | |
Mortgages [Member] | Principal [Member] | Bonita Springs, FL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 36,400 | ||
Mortgages [Member] | Principal [Member] | Broadview, IL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 73,500 | ||
Mortgages [Member] | Accrued interest [Member] | Bonita Springs, FL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 9,862 | ||
Mortgages [Member] | Accrued interest [Member] | Broadview, IL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 24,698 | ||
Convertible Debt [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 20,000 | $ 20,000 | |
Interest | 1.90% | 1.90% | |
Interest | $ 279 | ||
Convertible Debt [Member] | Interest Accrued During the Three Months Ended September 30, 2018 [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 93 | ||
Capital Lease Obligations [Member] | Capital Lease #1 [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 0.0446 | ||
Monthly Installments | 274 | ||
Capital Lease Obligations [Member] | Capital Lease #1 [Member] | Principal [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 24,127 | ||
Capital Lease Obligations [Member] | Capital Lease #1 [Member] | Accrued interest [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 54 | ||
Capital Lease Obligations [Member] | Capital Lease #2 [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Monthly Installments | $ 579 | ||
Interest Rate | 4.83% | ||
Capital Lease Obligations [Member] | Capital Lease #2 [Member] | Principal [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 4,946 | ||
Capital Lease Obligations [Member] | Capital Lease #2 [Member] | Accrued interest [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 356 | ||
Three Months Ended September 30, 2018 Payments [Member] | Principal [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 249,999 | ||
Three Months Ended September 30, 2018 Payments [Member] | Principal [Member] | Notes Payable, Other Payables [Member] | Oasis Sales and Marketing, LLC [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 12,733 | ||
Three Months Ended September 30, 2018 Payments [Member] | Accrued interest [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 17,593 | ||
Three Months Ended September 30, 2018 Payments [Member] | Accrued interest [Member] | Convertible Notes Payable [Member] | Oasis Sales and Marketing, LLC [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 158 | ||
Three Months Ended September 30, 2018 Payments [Member] | Mortgages [Member] | Principal [Member] | Bonita Springs, FL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 13,650 | ||
Three Months Ended September 30, 2018 Payments [Member] | Mortgages [Member] | Principal [Member] | Broadview, IL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 24,500 | ||
Three Months Ended September 30, 2018 Payments [Member] | Mortgages [Member] | Accrued interest [Member] | Bonita Springs, FL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 3,305 | ||
Three Months Ended September 30, 2018 Payments [Member] | Mortgages [Member] | Accrued interest [Member] | Broadview, IL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 8,340 | ||
Three Months Ended September 30, 2018 Payments [Member] | Capital Lease Obligations [Member] | Capital Lease #1 [Member] | Principal [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 813 | ||
Three Months Ended September 30, 2018 Payments [Member] | Capital Lease Obligations [Member] | Capital Lease #1 [Member] | Accrued interest [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 104 | ||
Three Months Ended September 30, 2018 Payments [Member] | Capital Lease Obligations [Member] | Capital Lease #2 [Member] | Principal [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 1,736 | ||
Three Months Ended September 30, 2018 Payments [Member] | Capital Lease Obligations [Member] | Capital Lease #2 [Member] | Accrued interest [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | 95 | ||
Term Loan #1 [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Amount | $ 1,200,000 | $ 1,200,000 | |
Secured by | secured by the Company's tangible and intangible personal property | secured by the Company's tangible and intangible personal property | |
Payments | $ 66,667 | $ 66,667 | |
Dated | Aug. 5, 2016 | Aug. 5, 2016 | |
Due | February 5, 2018 | February 5, 2018 | |
Principal transferred from Line of Credit | $ 1,200,000 | ||
Payments beginning | Sep. 5, 2016 | Sep. 5, 2016 | |
Term Loan #1 [Member] | Principal [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 114,033 | ||
Term Loan #1 [Member] | Accrued interest [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Payments | $ 829 | ||
London Interbank Offered Rate (LIBOR) [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 4.25% | ||
London Interbank Offered Rate (LIBOR) [Member] | Mortgages [Member] | Broadview, IL [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 2.75% | 2.75% | |
London Interbank Offered Rate (LIBOR) [Member] | Term Loan #1 [Member] | Notes Payable to Banks [Member] | |||
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of debt (Parentheticals) [Line Items] | |||
Interest | 4.50% | 4.50% |
12. NOTES PAYABLE AND NOTES P_5
12. NOTES PAYABLE AND NOTES PAYABLE TO RELATED PARTIES (Details) - Schedule of Maturities of Long-term Debt - USD ($) | Sep. 30, 2018 | Dec. 31, 2017 |
Schedule of Maturities of Long-term Debt [Abstract] | ||
2,019 | $ 1,113,975 | |
2,020 | 152,901 | |
2,021 | 511,933 | |
2,022 | 54,600 | |
2,023 | 27,000 | |
Total | $ 1,860,409 | $ 1,212,865 |
13. RELATED PARTY TRANSACTIONS
13. RELATED PARTY TRANSACTIONS (Details) - USD ($) | 1 Months Ended | 9 Months Ended | ||
Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
Chief Executive Officer [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Shares Deemed Issued from Exercise of Options | 55,192 | |||
Payments for Repurchase of Other Equity (in Dollars) | $ 45,000 | |||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 164,650 | |||
Debt Conversion, Converted Instrument, Shares Issued | 658,600 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | |||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 586,586 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,382,540 | |||
Shares Paid for Tax Withholding for Share Based Compensation | 95,954 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 700,000 | |||
President [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Shares Deemed Issued from Exercise of Options | 60,749 | |||
Payments for Repurchase of Other Equity (in Dollars) | $ 45,000 | |||
Reduction of Salary (in Dollars) | $ 15,000 | |||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 46,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | These shares will vest at a rate of one-sixth per month over a period of six months. | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | |||
President [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 928,027 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,724,532 | |||
Shares Paid for Tax Withholding for Share Based Compensation | 306,505 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 490,000 | |||
Director [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 365,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 545,000 | |||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 180,000 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 200,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 48,000 | |||
Principal Accounting Officer and Chief Information Officer [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 87,500 | |||
Payments for Repurchase of Equity (in Dollars) | $ 8,125 | |||
A Director [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 33,000 | |||
Option Repurchase #1 [Member] | President [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 9,000 | |||
Option Repurchase #2 [Member] | President [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 140,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 13,400 | |||
Repurchased From Each Director [Member] | Director [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | |||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | |||
Non-Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 700,000 | |||
Non-Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 490,000 | |||
Non-Vested Awards [Member] | Director [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 180,000 | |||
Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 682,540 | |||
Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,234,532 | |||
Vested Awards [Member] | Director [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 365,000 | |||
Options at $0.350 [Member] | Chief Executive Officer [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||
Option exercise price (in Dollars per share) | $ 0.35 | |||
Options at $0.350 [Member] | President [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||
Option exercise price (in Dollars per share) | $ 0.35 | |||
Options at $0.350 [Member] | Board Member [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||
Option exercise price (in Dollars per share) | $ 0.35 | |||
Payments for Repurchase of Other Equity (in Dollars) | $ 77,000 | |||
Options at $0.570 [Member] | Chief Executive Officer [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||
Option exercise price (in Dollars per share) | $ 0.57 | |||
Options at $0.570 [Member] | President [Member] | ||||
13. RELATED PARTY TRANSACTIONS (Details) [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | |||
Option exercise price (in Dollars per share) | $ 0.57 |
14. COMMITMENTS AND CONTINGEN_2
14. COMMITMENTS AND CONTINGENT LIABILITIES (Details) - USD ($) | May 23, 2018 | Sep. 30, 2018 | Jan. 23, 2018 |
Oasis Sales and Marketing, LLC [Member] | |||
14. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | |||
Business Combination, Assets and Liabilities Arising from Contingencies, Description | the Company is contingently liable for certain performance-based payments over the twenty-four months following the acquisition date | ||
Business Combination, Contingent Consideration, Liability | $ 400,000 | ||
Payment for Contingent Consideration Liability, Financing Activities | $ 189,000 | ||
Other Noncash Income | $ 11,000 | 11,000 | |
Business Combination, Contingent Consideration, Liability, Current | 200,000 | ||
IGourmet, LLC [Member] | |||
14. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 787,800 | $ 787,800 | |
Business Combination, Contingent Consideration, Liability, Current | 392,900 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | 394,900 | ||
Mouth Foods [Member] | |||
14. COMMITMENTS AND CONTINGENT LIABILITIES (Details) [Line Items] | |||
Business Combination, Contingent Consideration, Liability | 305,000 | ||
Business Combination, Contingent Consideration, Liability, Current | 172,500 | ||
Business Combination, Contingent Consideration, Liability, Noncurrent | $ 132,500 |
15. EQUITY (Details)
15. EQUITY (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||
Dec. 31, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | Sep. 30, 2018 | Sep. 30, 2017 | |
15. EQUITY (Details) [Line Items] | |||||
Common Stock Issued, but not Outstanding | 2,520,912 | 2,520,912 | |||
Treasury Stock, Shares | 2,306,503 | 2,306,503 | 2,306,503 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Proceeds from Issuance or Sale of Equity (in Dollars) | $ 35,000 | ||||
Payments for Repurchase of Other Equity (in Dollars) | 167,000 | $ 163,925 | |||
Adjustments to Additional Paid in Capital, Share-based Compensation, Requisite Service Period Recognition (in Dollars) | $ 9,462 | $ 13,946 | |||
Stock Repurchased and Retired During Period, Shares | 2,000 | ||||
Common Stock, Repurchased, Price Per Share (in Dollars per share) | $ 0.97 | ||||
Stock Repurchased and Retired During Period, Value (in Dollars) | $ 1,940 | ||||
Treasury Stock, Shares, Acquired | 27,800 | ||||
Treasury Stock Acquired, Average Cost Per Share (in Dollars per share) | $ 0.79 | ||||
Treasury Stock, Value, Acquired, Cost Method (in Dollars) | $ 22,117 | ||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 0 | $ 164,650 | |||
Share Price (in Dollars per share) | $ 0.68 | $ 0.91 | $ 0.68 | $ 0.91 | |
Allocated Share-based Compensation Expense (in Dollars) | $ 47,696 | $ 315,968 | |||
Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Shares Paid for Tax Withholding for Share Based Compensation | 623,813 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,370,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 1,370,000 | ||||
Stock Issued During Period, Shares, Conversion of Convertible Securities | 2,480,392 | ||||
Share-based Compensation (in Dollars) | $ 0 | $ 658,709 | |||
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, Forfeitures and Expirations in Period | 1,035,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value (in Dollars) | $ 0 | $ 0 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value (in Dollars) | $ 339,700 | 339,700 | |||
Allocated Share-based Compensation Expense (in Dollars) | $ 24,285 | $ 0 | $ 47,693 | $ 8,707 | |
Restricted Stock [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 1,070,000 | 1,370,000 | |||
Share-based Compensation (in Dollars) | $ 240,208 | ||||
Chief Executive Officer [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Shares Deemed Issued from Exercise of Options | 55,192 | 55,192 | |||
Payments for Repurchase of Other Equity (in Dollars) | $ 45,000 | ||||
Debt Conversion, Original Debt, Amount (in Dollars) | $ 164,650 | ||||
Debt Conversion, Converted Instrument, Shares Issued | 658,600 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | ||||
Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,382,540 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 586,586 | ||||
Shares Paid for Tax Withholding for Share Based Compensation | 95,954 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 700,000 | ||||
President [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Shares Deemed Issued from Exercise of Options | 60,749 | 60,749 | |||
Payments for Repurchase of Other Equity (in Dollars) | $ 45,000 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 46,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | These shares will vest at a rate of one-sixth per month over a period of six months. | ||||
President [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,724,532 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 928,027 | ||||
Shares Paid for Tax Withholding for Share Based Compensation | 306,505 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 490,000 | ||||
Director [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 545,000 | ||||
Stock Issued During Period, Shares, Share-based Compensation, Gross | 365,000 | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 180,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 200,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 48,000 | ||||
Principal Accounting Officer and Chief Information Officer [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 87,500 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 8,125 | ||||
A Director [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 33,000 | ||||
Option Repurchase #1 [Member] | President [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 9,000 | ||||
Option Repurchase #2 [Member] | President [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 140,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 13,400 | ||||
Option Repurchase #3 [Member] | Chief Executive Officer [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | ||||
Repurchased From Each Director [Member] | Director [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures and Expirations in Period | 100,000 | ||||
Payments for Repurchase of Equity (in Dollars) | $ 24,000 | ||||
Non-Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 700,000 | ||||
Non-Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 490,000 | ||||
Non-Vested Awards [Member] | Director [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 180,000 | ||||
Vested Awards [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures and Expirations | 3,104,205 | ||||
Vested Awards [Member] | Restricted Stock [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 240,208 | ||||
Share-based Compensation (in Dollars) | $ 0 | ||||
Vested Awards [Member] | Chief Executive Officer [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 682,540 | ||||
Vested Awards [Member] | President [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 1,234,532 | ||||
Vested Awards [Member] | Director [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Forfeitures | 365,000 | ||||
Share-based Compensation Award, Tranche One [Member] | Restricted Stock [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 1,070,000 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Date | Jul. 1, 2017 | ||||
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 Two [Member] | Restricted Stock Units (RSUs) [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | the remaining 300,000 restricted stock awards is contingent upon meeting certain price and volume conditions related to the Company’s stock; these conditions are the same conditions required for vesting of the cancelled RSUs | ||||
Share-based Compensation Award, Tranche Two [Member] | Restricted Stock [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 300,000 | ||||
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 | ||||
Options at $0.350 [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Option exercise price (in Dollars per share) | $ 0.35 | ||||
Options at $0.350 [Member] | Chief Executive Officer [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Option exercise price (in Dollars per share) | $ 0.35 | ||||
Options at $0.350 [Member] | President [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Option exercise price (in Dollars per share) | $ 0.35 | ||||
Options at $0.570 [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Option exercise price (in Dollars per share) | $ 0.57 | ||||
Options at $0.570 [Member] | Chief Executive Officer [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Option exercise price (in Dollars per share) | $ 0.57 | ||||
Options at $0.570 [Member] | President [Member] | |||||
15. EQUITY (Details) [Line Items] | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 100,000 | ||||
Option exercise price (in Dollars per share) | $ 0.57 |
15. EQUITY (Details) - Schedul
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, 2018 | Dec. 31, 2017 | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 550,000 | 1,510,000 |
Weighted average remaining contractual life | 324 days | |
Weighted average exercise price of options outstanding | $ 1.490 | $ 1.60 |
Number of options exercisable (in Shares) | 525,000 | |
Weighted average exercise price of options exercisable | $ 1.51 | |
Options at $1.10 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.10 | |
Number of options outstanding (in Shares) | 75,000 | |
Weighted average remaining contractual life | 2 years 226 days | |
Weighted average exercise price of options outstanding | $ 1.10 | |
Number of options exercisable (in Shares) | 50,000 | |
Weighted average exercise price of options exercisable | $ 1.10 | |
Options at $1.310 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.31 | |
Number of options outstanding (in Shares) | 150,000 | |
Weighted average remaining contractual life | 3 months | |
Weighted average exercise price of options outstanding | $ 1.31 | |
Number of options exercisable (in Shares) | 150,000 | |
Weighted average exercise price of options exercisable | $ 1.31 | |
Options at $1.38 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.38 | |
Number of options outstanding (in Shares) | 100,000 | |
Weighted average remaining contractual life | 1 year 62 days | |
Weighted average exercise price of options outstanding | $ 1.38 | |
Number of options exercisable (in Shares) | 100,000 | |
Weighted average exercise price of options exercisable | $ 1.38 | |
Options at $1.43 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.43 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 3 months | |
Weighted average exercise price of options outstanding | $ 1.43 | |
Number of options exercisable (in Shares) | 50,000 | |
Weighted average exercise price of options exercisable | $ 1.43 | |
Options at $1.90 [Member] | ||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.90 | |
Number of options outstanding (in Shares) | 175,000 | |
Weighted average remaining contractual life | 266 days | |
Weighted average exercise price of options outstanding | $ 1.90 | |
Number of options exercisable (in Shares) | 175,000 | |
Weighted average exercise price of options exercisable | $ 1.90 |
15. EQUITY (Details) - Sched_2
15. EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Employee Stock Option [Member] | 9 Months Ended |
Sep. 30, 2018$ / sharesshares | |
15. EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | 1,510,000 |
Options Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.60 |
Options Issued | 75,000 |
Options Issued, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.10 |
Options Exercised | 0 |
Options Forfeited or expired | (1,035,000) |
Options Forfeited or expired, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.53 |
Options Outstanding | 550,000 |
Options Outstanding, Weighted Average Exercise Price (in Dollars per share) | $ / shares | $ 1.490 |
15. EQUITY (Details) - Fair Va
15. EQUITY (Details) - Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques | 3 Months Ended | |
Jun. 30, 2018 | Jun. 30, 2017 | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Volatility | 43.00% | 56.90% |
Dividends | 0.00% | 0.00% |
Risk-free interest rates | 2.67% | 0.87% |
Term (years) | 2 years 357 days | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (years) | 284 days | |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Term (years) | 2 years 160 days |