Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2024 | May 13, 2024 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Entity Information [Line Items] | ||
Entity Registrant Name | INNOVATIVE FOOD HOLDINGS, INC. | |
Entity Central Index Key | 0000312257 | |
Entity File Number | 0-9376 | |
Entity Tax Identification Number | 20-1167761 | |
Entity Incorporation, State or Country Code | FL | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Shell Company | false | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Contact Personnel [Line Items] | ||
Entity Address, Address Line One | 9696 Bonita Beach Rd. | |
Entity Address, Address Line Two | Ste. 208 | |
Entity Address, City or Town | Bonita Springs | |
Entity Address, State or Province | FL | |
Entity Address, Postal Zip Code | 34135 | |
Entity Phone Fax Numbers [Line Items] | ||
City Area Code | 239 | |
Local Phone Number | 596-0204 | |
Entity Listings [Line Items] | ||
Title of 12(b) Security | N/A | |
No Trading Symbol Flag | true | |
Security Exchange Name | NONE | |
Entity Common Stock, Shares Outstanding | 49,693,803 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Current assets | ||
Cash and cash equivalents | $ 4,272,243 | $ 5,327,016 |
Accounts receivable, net | 4,109,274 | 4,307,726 |
Inventory, net | 2,840,682 | 2,973,134 |
Other current assets | 348,926 | 287,528 |
Assets held for sale | 5,941,933 | 649,884 |
Current assets - discontinued operations | 20,649 | 95,861 |
Total current assets | 17,533,707 | 13,641,149 |
Property and equipment, net | 974,143 | 7,000,015 |
Right of use assets, operating leases, net | 24,344 | 28,519 |
Right of use assets, finance leases, net | 411,488 | 436,403 |
Tradenames and other unamortizable intangible assets | 217,000 | 217,000 |
Total assets | 19,160,682 | 21,323,086 |
Current liabilities | ||
Accounts payable and accrued liabilities | 3,111,671 | 6,252,951 |
Accrued separation costs, related parties, current portion | 418,635 | 463,911 |
Accrued interest | 93,829 | 95,942 |
Deferred revenue | 1,227,936 | 1,312,837 |
Stock appreciation rights liability | 373,918 | 255,020 |
Notes payable - current portion | 100,237 | 121,041 |
Lease liability - operating leases, current | 17,422 | 17,131 |
Lease liability - finance leases, current | 136,096 | 115,738 |
Current liabilities - discontinued operations | 2,522 | 6,422 |
Total current liabilities | 5,482,266 | 8,640,993 |
Note payable, net of discount | 8,501,474 | 8,855,000 |
Accrued separation costs, related parties, non-current | 707,692 | 791,025 |
Lease liability - operating leases, non-current | 6,922 | 11,388 |
Lease liability - finance leases, non-current | 148,931 | 219,266 |
Total liabilities | 14,847,285 | 18,517,672 |
Commitments & Contingencies (see note 18) | 0 | 0 |
Stockholders' equity | ||
Common stock: $0.0001 par value; 500,000,000 shares authorized; 52,516,974 and 52,538,100 shares issued, and 49,693,803 and 49,714,929 shares outstanding at March 31, 2024 and December 31, 2023, respectively | 5,249 | 5,251 |
Additional paid-in capital | 42,844,922 | 42,762,811 |
Treasury stock: 2,623,171 shares outstanding at March 31, 2024 and December 31, 2023 | (1,141,370) | (1,141,370) |
Accumulated deficit | (37,395,404) | (38,821,278) |
Total stockholders' equity | 4,313,397 | 2,805,414 |
Total liabilities and stockholders' equity | $ 19,160,682 | $ 21,323,086 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Mar. 31, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
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 | 49,693,803 | 49,714,929 |
Common stock, shares issued | 52,516,974 | 52,538,100 |
Treasury stock, shares | 2,623,171 | 2,623,171 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Income Statement [Abstract] | ||
Revenue | $ 15,730,113 | $ 16,674,759 |
Cost of goods sold | 11,895,799 | 12,900,609 |
Gross margin | 3,834,314 | 3,774,150 |
Selling, general and administrative expenses | 4,013,427 | 4,444,394 |
Separation costs - executive officers | 0 | 1,945,650 |
Total operating expenses | 4,013,427 | 6,390,044 |
Operating (loss) | (179,113) | (2,615,894) |
Other income (expense): | ||
Interest expense, net | (215,450) | (172,721) |
Gain on sale of assets | 1,807,516 | 0 |
Gain on sale of subsidiary | 21,126 | 0 |
Other leasing income | 1,900 | 1,900 |
Total other income (expense) | 1,615,092 | (170,821) |
Net income (loss) before taxes | 1,435,979 | (2,786,715) |
Income tax expense | 0 | 0 |
Net income (loss) from continuing operations | 1,435,979 | (2,786,715) |
Net (loss) from discontinued operations | (10,105) | (42,051) |
Consolidated net income (loss) | $ 1,425,874 | $ (2,828,766) |
Net income (loss) per share from continuing operations - basic (in Dollars per share) | $ 0.029 | $ (0.06) |
Net income (loss) per share from continuing operations - diluted (in Dollars per share) | 0.028 | (0.06) |
Net income (loss) per share from discontinued operations - basic (in Dollars per share) | 0 | 0 |
Net income (loss) per share from discontinued operations - diluted (in Dollars per share) | $ 0 | $ 0 |
Weighted average shares outstanding - basic (in Shares) | 49,707,036 | 48,462,234 |
Weighted average shares outstanding - diluted (in Shares) | 50,603,891 | 48,462,234 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) | Common Stock [Member] | Common Stock to be issued [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Retained Earnings [Member] | Total |
Balance at Dec. 31, 2022 | $ 4,938 | $ 150 | $ 42,189,471 | $ (1,141,370) | $ (34,466,126) | $ 6,587,063 |
Balance (in Shares) at Dec. 31, 2022 | 49,427,297 | 1,499,940 | 2,623,171 | |||
Shares issued for compensation | $ 20 | 45,660 | 45,680 | |||
Shares issued for compensation (in Shares) | 207,274 | |||||
Shares issued to management and employees, previously accrued | $ 87 | $ (87) | ||||
Shares issued to management and employees, previously accrued (in Shares) | 875,000 | (875,000) | ||||
Fair value of shares under compensation plan | 20,199 | 20,199 | ||||
Common stock issued for services | $ 27 | 112,142 | 112,142 | |||
Common stock issued for services (in Shares) | 267,030 | |||||
Net loss | (2,828,766) | (2,828,766) | ||||
Balance at Mar. 31, 2023 | $ 5,052 | $ 83 | 42,367,472 | $ (1,141,370) | (37,294,892) | 3,936,345 |
Balance (in Shares) at Mar. 31, 2023 | 50,569,327 | 832,214 | 2,623,171 | |||
Balance at Dec. 31, 2023 | $ 5,251 | $ 0 | 42,762,811 | $ (1,141,370) | (38,821,278) | 2,805,414 |
Balance (in Shares) at Dec. 31, 2023 | 52,538,100 | 0 | 2,623,171 | |||
Shares returned to treasury from sale of subsidiary | $ (2) | (21,124) | (21,126) | |||
Shares returned to treasury from sale of subsidiary (in Shares) | (21,126) | |||||
Fair value of shares under compensation plan | 103,235 | 103,235 | ||||
Net loss | 1,425,874 | 1,425,874 | ||||
Balance at Mar. 31, 2024 | $ 5,249 | $ 42,844,922 | $ (1,141,370) | $ (37,395,404) | $ 4,313,397 | |
Balance (in Shares) at Mar. 31, 2024 | 52,516,974 | 2,623,171 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 1,425,874 | $ (2,828,766) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Gain on disposition of asset | (1,807,516) | 0 |
Gain on sale of subsidiary | (21,126) | 0 |
Depreciation and amortization | 110,260 | 145,387 |
Amortization of right of use asset | 4,175 | 16,314 |
Amortization of discount on notes payable | 1,283 | 0 |
Stock based compensation | 103,235 | 178,048 |
Loss on value of stock appreciation rights | 118,898 | 0 |
Provision for doubtful accounts | 22,882 | 4,666 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 175,436 | 135,020 |
Inventory and other current assets, net | 71,054 | (51,038) |
Accounts payable and accrued liabilities | (3,144,335) | (2,056,459) |
Accrued separation costs - related parties | (128,610) | 1,600,795 |
Deferred revenue | (84,548) | (319,365) |
Operating lease liability | (4,175) | (16,314) |
Net cash used in operating activities | (3,157,213) | (3,191,712) |
Cash flows from investing activities: | ||
Acquisition of property and equipment | (1,406) | (7,995) |
Cash received from disposition of asset, net of loan payoff | 2,101,185 | 0 |
Net cash from (used in) investing activities | 2,099,779 | (7,995) |
Cash flows from financing activities: | ||
Principal payments on debt | (22,708) | (2,757) |
Principal payments financing leases | (49,977) | (46,807) |
Net cash (used in) financing activities | (72,685) | (49,564) |
Decrease in cash and cash equivalents | (1,130,119) | (3,249,271) |
Cash and cash equivalents at beginning of period | 5,422,335 | 4,899,398 |
Cash and cash equivalents at end of period - continuing operations | 4,272,243 | 1,435,561 |
Cash and cash equivalents at end of period - discontinued operations | 19,973 | 214,566 |
Cash and cash equivalents at end of period | 4,292,216 | 1,650,127 |
Interest | 228,970 | 174,410 |
Taxes | 0 | 0 |
Non-cash investing and financing activities: | ||
Reclassify fixed assets as held for sale | 5,941,933 | 0 |
Principal and accrued interest paid from escrow to Maple Mark Bank | $ 353,815 | $ 0 |
NATURE OF ACTIVITIES AND SIGNIF
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 1. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited interim consolidated financial statements include those of Innovative Food Holdings, Inc. and all of its wholly-owned subsidiaries (collectively, the “Company”) and have been prepared 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, 2023. In the opinion of management, the interim unaudited 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 months ended March 31, 2024 are not necessarily indicative of the results of operations to be expected for the full year. Business Activity We provide difficult-to-find specialty foods primarily to both Professional Chefs and Home Gourmets through our relationships with producers, growers, makers and distributors of these products worldwide. The distribution of these products primarily originates from our three unified warehouses and those of our drop ship partners, and is driven by our proprietary technology platform. In addition, we provide value-added services through our team of food specialists and Chef Advisors who offer customer support, menu ideas, and preparation guidance. Restructuring During the fourth quarter of 2023 we made the decision to focus more on our Business to Business (B2B) activities and less on our Direct to Consumer (D2C) products. Our subsidiaries GROW and Oasis were sold effective December 29, 2023; Haley was sold effective February 26, 2024; and the activities of P Innovations will be abandoned. Our remaining D2C business, primarily operated within igourmet and Mouth, will be downsized. See note 2. Discontinued Operations Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements Discontinued Operations, Reclassifications Certain amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation of discontinued operations. See note 2. Use of Estimates The preparation of these unaudited consolidated 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. 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, inventory reserves, income taxes, intangible assets, operating and finance right of use assets and 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. 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 March 31, 2024 and 2023, trade receivables from the Company’s largest customer amounted to 32% and 23%, respectively, of total trade receivables. During the three months ended March 31, 2024 and 2023, sales from the Company’s largest customer amounted to 49% and 47% of total sales, respectively. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At March 31, 2024 and December 31, 2023, the total cash in excess of these limits was $931,857 and $988,825, respectively. Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $69,359 and $46,477 at March 31, 2024 and December 31, 2023, respectively. Leases The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities. ROU assets represent the right of use to an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. 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 (i.e., specialty foodservice and e-commerce), the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 Revenue from Contracts with Customers Warehouse and logistic services revenue is primarily comprised of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer. Deferred Revenue Certain customer arrangements in the Company’s business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2022 $ 1,558,155 Cash payments received 215,346 Net sales recognized (534,711 ) Balance as of March 31, 2023 (unaudited) $ 1,238,790 Balance as of December 31, 2023 $ 1,312,837 Cash payments received 4,033,077 Net sales recognized (4,117,978 ) Balance as of March 31, 2024 (unaudited) $ 1,227,936 Disaggregation of Revenue The following table represents a disaggregation of revenue for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Specialty Foodservice $ 13,993,565 $ 13,804,785 E-Commerce 1,528,337 2,621,405 Logistics 208,211 248,569 Total $ 15,730,113 $ 16,674,759 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. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at March 31, 2024: 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 March 31, 2024: Weighted average Remaining Exercise Number of contractual Price Options life (years) $ 0.41 125,000 0.07 $ 0.50 125,000 0.07 $ 0.60 50,000 1.75 $ 1.00 50,000 1.75 $ 1.25 130,000 2.25 $ 1.75 130,000 2.25 610,000 1.27 Restricted Stock Awards At March 31, 2024, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. 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. The fair value of these RSUs at the date of the grants will be charged to operations upon vesting. At March 31, 2024, none of these RSU were vested. There was no charge to operations for these RSUs during the three months ended March 31, 2024. Stock-based Compensation At March 31, 2024, there were a total of 3,910,534 shares of common stock potentially issuable to the Company’s executive officers pursuant to compensation plans and contingent upon the achievement of certain performance goals; see notes 15 and 16. Dilutive shares at March 31, 2023: 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 March 31, 2023: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.41 125,000 1.07 $ 0.50 125,000 1.07 $ 0.60 50,000 2.75 $ 0.62 360,000 0.75 $ 0.85 540,000 0.75 $ 1.00 50,000 2.75 $ 1.20 950,000 0.74 2,200,000 0.87 Restricted Stock Awards At March 31, 2023, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. 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. At March 31, 2023, none of these RSU were vested. There was no charge to operations for these RSUs during the three months ended March 31, 2023. Stock-based Compensation At March 31, 2023, there were a total of 3,538,243 shares of common stock potentially issuable to the Company’s Chief Executive Officer pursuant to his compensation plan and contingent upon the achievement of certain performance goals. see notes 15 and 16. New Accounting Pronouncements 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 consolidated financial statements. |
DISCONTINUED OPERATIONS
DISCONTINUED OPERATIONS | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 2. DISCONTINUED OPERATIONS During the fourth quarter of fiscal 2023, in connection with an analysis of the Company’s sales mix and profitability by service offering, management made the strategic decision to focus on the Company’s Business to Business (B2B) service offering and to allocate fewer resources to and in some cases to sell certain of the Company’s subsidiaries involved in our Direct to Consumer (D2C) service offerings. Pursuant to this strategy, on December 29, 2023, the Company completed the sales of its Grow and Oasis subsidiaries, and on February 26, 2024, the Company completed the sale of its Haley subsidiary (see note 3). In addition, the operations of P Innovations has been abandoned. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets: March 31, December 31, 2024 2023 Current assets - discontinued operations: (unaudited) Cash $ 19,973 $ 95,319 Accounts receivable 635 501 Inventory 41 41 Other current assets - - Total current assets - discontinued operations $ 20,649 $ 95,861 Current liabilities - discontinued operations: Accounts payable and accrued liabilities $ - $ 986 Accrued payroll and related liabilities - 3,267 Deferred revenue 2,522 2,169 Total current liabilities - discontinued operations $ 2,522 $ 6,422 The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations: Three Months Ended March 31, March 31, 2024 2023 Revenue $ 24,856 $ 320,441 Cost of goods sold (2,238 ) (8,080 ) Gross margin 22,618 312,361 Selling, general, and administrative expenses (32,723 ) (354,692 ) Interest income - 280 Loss from discontinued operations, net of tax $ (10,105 ) $ (42,051 ) There were no major classes of line items which constituted significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations. |
SALE OF SUBSIDIARY
SALE OF SUBSIDIARY | 3 Months Ended |
Mar. 31, 2024 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 3. SALE OF SUBSIDIARY On February 26, 2024, the Company sold 100% of the equity interests in Haley Food Group, Inc., (“Haley”) for the return of 21,126 shares of the Company’s common stock held by the buyer. The Company Haley had no assets of liabilities at the time of the sale; the Company valued the 21,126 shares of common stock at the market price on the date of the acquisition of $1.00 per sale and recorded a gain in the amount of $21,126 on this transaction. |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Loans, Notes, Trade and Other Receivables Disclosure [Text Block] | 4. ACCOUNTS RECEIVABLE At March 31, 2024 and December 31, 2023, accounts receivable consists of: March 31, 2024 December 31, 2023 (unaudited) Accounts receivable from customers $ 4,178,633 $ 4,354,203 Allowance for doubtful accounts (69,359 ) (46,477 ) Accounts receivable, net $ 4,109,274 $ 4,307,726 During the three months ended March 31, 2024 and 2023, the Company charged the amount of $22,882 and $4,666 to provision for credit loss, respectively. |
INVENTORY
INVENTORY | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory Disclosure [Text Block] | 5. INVENTORY Inventory consists primarily of specialty food products. At March 31, 2024 and December 31, 2023, inventory consisted of the following: March 31, 2024 December 31, 2023 (unaudited) Finished goods inventory $ 2,840,682 $ 2,973,134 Allowance for slow moving & obsolete inventory - - Finished goods inventory, net $ 2,840,682 $ 2,973,134 |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment Disclosure [Text Block] | 6. PROPERTY AND EQUIPMENT A summary of property and equipment at March 31, 2024 and December 31, 2023 is as follows: March 31, 2024 December 31, 2023 (unaudited) Land $ 208,140 $ 1,079,512 Building 711,409 6,571,496 Computer and Office Equipment 599,242 597,834 Warehouse Equipment 477,090 477,090 Furniture and Fixtures 940,960 940,960 Vehicles 58,353 58,353 Total before accumulated depreciation 2,995,194 9,725,245 Less: accumulated depreciation (2,021,051 ) (2,725,230 ) Total $ 974,143 $ 7,000,015 Depreciation expense for property and equipment amounted to $85,345 and $101,576 for the three months ended March 31, 2024 and 2023, respectively. Depreciation expense for property and equipment is recorded in selling, general & administrating expenses on the Company’s statement of operations. During the three months ended March 31, 2024 and 2023, the Company acquired property and equipment in the amount of $1,406 and $7,995, respectively. |
PROPERTY AND EQUIPMENT CLASSIFI
PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE | 3 Months Ended |
Mar. 31, 2024 | |
Property And Equipment Held For Sale Disclosure Abstract | |
Property and Equipment, Held for Sale, Disclosure [Text Block] | 7. PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE Assets held for sale include the net book value of property and equipment the Company plans to sell within the next year. Long lived assets that meet the criteria are held for sale and reported at the lower of their carrying value or fair value less estimated cost to sell. As of December 31, 2023, the Company classified the land, building, leasehold improvements, and certain equipment located at 28411 Race Track Road, Bonita Springs, Florida, 34135 (the “Race Track Road Property”) as held for sale. On February 14, 2024, the Company finalized the sale of the Race Track Road Property for cash in the amount of $2,455,000. The Company recorded a gain on the sale in the amount of $1,807,516. Proceeds of the sale in the amount of $353,815 were used to pay the mortgage and accrued interest on the Race Track Road Property. Total expenses related to the sale $165,755, including a commission of $147,300, state taxes of $17,185, and closing fees of $1,270. As of March 31, 2024, the Company classified the land and building located at 220 Oak Hill Road, Mountain Top, Pennsylvania, as held for sale. The net book value of these assets consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Land $ 871,372 $ 177,383 Building 5,070,561 431,147 Furniture, fixtures, and equipment - 41,314 Total $ 5,941,933 $ 649,844 |
RIGHT OF USE (_ROU_) ASSETS AND
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Lessee, Operating Leases [Text Block] | 8. RIGHT OF USE ( ROU ) ASSETS AND LEASE LIABILITIES OPERATING LEASES The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend. The Company’s lease expense for the three months ended March 31, 2024 and 2023 was entirely comprised of operating leases and amounted to $8,165 and $18,790, respectively. The Company’s ROU asset amortization for the three months ended March 31, 2024 and 2023 was $4,175 and $16,314, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. Right of use assets – operating leases are summarized below: March 31, 2024 December 31, 2023 (unaudited) Warehouse equipment $ 18,477 $ 21,869 Office equipment 5,867 6,650 Right of use assets, net $ 24,344 $ 28,519 Operating lease liabilities are summarized below: March 31, 2024 December 31, 2023 (unaudited) Warehouse equipment $ 18,477 $ 21,869 Office equipment 5,867 6,650 Lease liability $ 24,344 $ 28,519 Less: current portion (17,422 ) (17,131 ) Lease liability, non-current $ 6,922 $ 11,388 Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2025 $ 18,532 For the period ended March 31, 2026 7,051 Total $ 25,583 Less: Present value discount (1,239 ) Lease liability $ 24,344 |
RIGHT OF USE ASSETS _ FINANCING
RIGHT OF USE ASSETS – FINANCING LEASES | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Lessee, Finance Leases [Text Block] | 9. RIGHT OF USE ASSETS FINANCING LEASES The Company has financing leases for vehicles and warehouse equipment. Right of use asset – financing leases are summarized below: March 31, 2024 December 31, 2023 (unaudited) Vehicles $ 404,858 $ 404,858 Warehouse Equipment 555,416 555,416 Total before accumulated depreciation 960,274 960,274 Less: accumulated depreciation (548,786 ) (523,871 ) Total $ 411,488 $ 436,403 Depreciation expense related to right of use assets for the three months ended March 31, 2024 and 2023 was $24,915 and $33,480, respectively. Financing lease liabilities are summarized below: March 31, 2024 December 31, 2023 (unaudited) Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $1,431 and $36, respectively. $ 1,453 $ 2,884 Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $518 and $13, respectively. $ 526 $ 1,044 Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amount of $19,084 and $2,834, respectively. $ 170,712 $ 197,707 March 31, 2024 December 31, 2023 (unaudited) Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $5,552 and $1,012, respectively. $ 70,666 $ 76,218 Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $6,647 and $330, respectively. 11,388 $ 18,035 Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $3,040 and $404, respectively. $ 30,282 $ 33,322 Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $5,794 and $98, respectively. $ - $ 5,794 Total $ 285,027 $ 335,004 Current portion $ 136,096 $ 115,738 Long-term maturities 148,931 219,266 Total $ 285,027 $ 335,004 There was no accrued interest on financing leases at March 31, 2024 and December 31, 2023. Aggregate maturities of lease liabilities: For the twelve months ended March 31, 2025 $ 160,993 2026 96,060 2027 27,974 Total $ 285,027 |
INTANGIBLE ASSETS
INTANGIBLE ASSETS | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Disclosure [Text Block] | 10. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisitions of Artisan, Oasis, igourmet, OFB, Haley, and Mouth. These assets include non-compete agreements, customer relationships, trade names, internally developed technology, and goodwill. The Company has also capitalized the development of its website. Other Non-Amortizable Intangible Assets Other non-amortizable intangible assets consist of $217,000 of trade names held by Artisan. The Company followed the guidance of ASC 360 “Property, Plant, and Equipment” (“ASC 360”) in assessing these assets for impairment. ASC 360 states that impairment testing should be completed whenever events or changes in circumstances indicate the asset’s carrying value may not be recoverable. In management’s judgment there are no indications that the carrying value of these trade names may not be recoverable, and it determined that impairment testing was not required. The Company acquired certain intangible assets pursuant to the acquisitions through Artisan. The following is the net book value of these assets: March 31, 2024 (unaudited) Accumulated Gross Amortization Net Trade Names $ 217,000 $ - $ 217,000 December 31, 2023 Accumulated Cost Amortization Net Total Trade Names $ 217,000 $ - $ 217,000 Total amortization expense for the three months ended March 31, 2024 and 2023 was $0. |
ACCOUNTS PAYABLE AND ACCRUED LI
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Accounts Payable and Accrued Liabilities Disclosure [Text Block] | 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 (unaudited) Trade payables and accrued liabilities $ 2,955,157 $ 6,046,396 Accrued payroll and commissions 156,514 206,555 Total $ 3,111,671 $ 6,252,951 |
ACCRUED SEPARATION COSTS _ RELA
ACCRUED SEPARATION COSTS – RELATED PARTIES | 3 Months Ended |
Mar. 31, 2024 | |
Compensation Related Costs [Abstract] | |
Compensation Related Costs, General [Text Block] | 12. ACCRUED SEPARATION COSTS RELATED PARTIES On February 3, 2023, the Company entered into a Severance Note, an Agreement and General Release, and a Side Letter thereto with Sam Klepfish (the “SK Agreements”), its prior CEO and a current board member. The SK Agreements provide, among other things, for Mr. Kelpfish’s resignation from all positions with the Company and its subsidiaries on February 28, 2023, except that Mr. Klepfish will remain a director and member of the board of the Company, confidentiality and non-disparagement conditions, nomination of Mr. Klepfish for future election to the board of directors at least through the 2024 general meeting of shareholders based on certain minimum stock ownership and Board Observer rights when Mr. Klepfish is no longer a director but maintains certain minimum agreed upon stock ownership. The payment terms are $250,000 upon effectiveness and an additional $1,000,000 payable in weekly payments of $6,410.26 from March 8, 2023 through March 6, 2026. The $250,000 was paid into an escrow account with the requirement that they are released to Mr. Klepfish on his separation date. The $1,000,000 portion is in the form of an unsecured, non-interest bearing note payable to Mr. Klepfish. The SK Agreements also call for the delivery of 400,000 shares of the Company’s common stock valued at $168,000 based upon the closing price of the Company’s common stock on Mr. Klepfish’s separation date of February 28, 2023; in addition, for delivery on June 1, 2027 of additional shares of the Company’s common stock equal to the greater of (i) the number of shares with an aggregate fair market value of $400,000 on such date, or (ii) 266,666 shares. The Company also agreed to pay a total of $1,199 of Cobra insurance costs on behalf of Mr. Klepfish over eighteen months. The total amount accrued in connection with the SK Agreements was $1,819,199. On February 28, 2023, the Company entered into a separation agreement (the “Wiernasz Separation Agreement”) with Justin Wiernasz, a director and previous Director of Strategic Acquisitions. Pursuant to the Wiernasz Separation Agreement, the Company agreed to a payment of $100,000 in cash as follows: $33,333 upon execution of the agreement, $33,333 on March 15, 2023, and $33,334 on April 15, 2023. The Company also agreed to make the Cobra insurance payments on behalf of Mr. Wiernasz in the amount of $2,548 per month for twelve months with a maximum of $26,451. The total amount accrued in connection with the Wiernasz Separation Agreement was $126,451. On February 6, 2024, the Company entered into a separation agreement with Richard Tang, its Chief Financial Officer (the “Tang Separation Agreement”) effective as of December 31, 2023. Pursuant to the Tang Separation Agreement, the Company will pay to Mr. Tang, in equal installments over a five month period, the gross sum of $113,918. In addition, Mr. Tang may submit for reimbursement up to $4,000 of legal expenses connected with the review of this separation agreement. The severance payment will be made in the following installments: (i) $25,890 to be paid the week of March 4, 2024; (ii) $5,178 to be paid each successive week for seventeen weeks beginning the week of March 11, 2024, until the Severance Payment is completed. In addition, if Tang timely elects to continue his group health insurance benefits under the Consolidated Omnibus Reconciliation Act (“COBRA”), the Company will reimburse Tang’s group health insurance premiums (“COBRA Premiums”) for the lesser of: (a) the period of time Employee is eligible to continue his group health insurance benefits under COBRA and (b) the five-month period immediately following the Separation Date. Reimbursements will be paid within thirty days of when Tang submits a request for reimbursement and supporting documentation. During the three months ended March 31, 2024, the Company paid cash in the amount of $83,333 to Mr. Klepfish in connection with the SK Agreements. During the three months ended March 31, 2024, the Company made the following payments in connection with the Wiernasz Separation Agreement: The Company made Cobra payments on behalf of Mr. Weirnasz in the amount of $967. During the three months ended March 31, 2024, the Company made the following payments in connection with the Tang Separation agreement: The Company paid cash to Mr. Tang in the amount of $41,125, and made Cobra payments on behalf of Mr. Tang in the amount of $2,885. The following table represents the amounts accrued, paid, and outstanding on these agreements as of March 31, 2024: Total Paid / Issued Balance Current Non-current Mr. Klepfish: Cash – through March 6, 2026 $ 1,000,000 $ (358,975 ) $ 641,025 $ 333,333 $ 307,692 Cash - upon agreement execution 250,000 (250,000 ) - - - Stock - June 1, 2027 400,000 - 400,000 - 400,000 Stock - Issued in April 2023 168,000 (168,000 ) - - - Cobra - over eighteen months 1,199 - 1,199 1,199 - Total – Mr. Klepfish $ 1,819,199 $ (776,975 ) $ 1,042,224 $ 334,532 $ 707,692 Mr. Wiernasz: Cash - three equal payments $ 100,000 $ (100,000 ) $ - $ - $ - Cobra - over eighteen months 26,451 (26,451 ) - - - Total - Mr. Wiernasz $ 126,451 $ (126,451 ) $ - $ - $ - Mr. Tang: Cash – over seventeen weeks $ 113,918 $ (41,425 ) $ 72,493 $ 72,493 $ - Cobra - over five months 14,495 (2,885 ) 11,610 11,610 - Total - Mr. Tang $ 128,413 $ (44,310 ) $ 84,103 $ 84,103 $ - Total Company $ 2,074,063 $ (947,736 ) $ 1,126,327 $ 418,635 $ 707,692 |
STOCK APPRECIATION RIGHTS LIABI
STOCK APPRECIATION RIGHTS LIABILITY | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Other Liabilities Disclosure [Text Block] | 13. STOCK APPRECIATION RIGHTS LIABILITY Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. See note 15. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense. The change in valuation of the Smallwood SARs is summarized in the table below: May 15, 2023 - fair value $ 9,794 (Gain) Loss on revaluation 245,226 December 31, 2023 -fair value $ 255,020 (Gain) Loss on revaluation 118,898 March 31, 2024 - fair value $ 373,918 |
NOTES PAYABLE
NOTES PAYABLE | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 14. NOTES PAYABLE March 31, 2024 December 31, 2023 (unaudited) On June 13, 2023, the Company entered into a term loan with MapleMark Bank (the “MapleMark Term Loan 3”) in the amount of $9,057,840. Principal and interest due on the MapleMark Term Loan 1 in the amounts of $5,324,733 and $61,715, respectively, were paid with proceeds of the MapleMark Term Loan 3. The MapleMark Term Loan 3 is payable in monthly installments of $80,025 commencing July 1, 2023 and continuing through June 13, 2048. Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At March 31, 2024, the interest rate was 9.50%. The MapleMark Term Loan 3 matures on June 13, 2048. The MapleMark Term Loan 3 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company created a discount on the MapleMark Term Loan 3 for costs in the amount of $385,803 which will be amortized over the life of the loan. During the three months ended March 31, 2024, the Company amortized $1,284 of these costs to interest expense. During the three months ended March 31, 2024, the Company made principal payments and interest payments in the amount of $22,709 and $221,317, respectively, on this loan. At March 31, 2024, accrued interest on this note was $75,251. $ 8,962,933 $ 8,985,642 March 31, 2024 December 31, 2023 (unaudited) On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $356,800. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. On February 14, 2024, The Company sold its Race Track Road Facility in Bonita Springs, Florida, which had been pledged as security for the MapleMark Term Loan 2 (see note 7). Proceeds from the sale in the amount of $352,905 and $910 were used to pay the remaining principal and interest, respectively, on the MapleMark Term Loan 2. At March 31, 2024, there are no amounts due under the MapleMark Term Loan 2. $ - $ 352,905 A 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 March 31, 2024, the Company accrued interest in the amount of $96 on this note. At March 31, 2024, accrued interest on this note was $18,578. $ 20,000 $ 20,000 Total $ 8,982 933 $ 9,358,547 Discount (381,222 ) (382,506 ) Net of discount $ 8,601,711 $ 8,976,041 Current portion $ 100,237 $ 121,041 Long-term maturities, net of discount 8,501,474 8,855,000 Total $ 8,601,711 $ 8,976,041 There was a total of $93,829 and $95,942 accrued interest on notes payable at March 31, 2024 and December 31, 2023, respectively. Aggregate maturities of notes payable as of March 31, 2024 are as follows: For the period ended March 31, 2025 $ 120,237 2026 110,532 2027 121,884 2028 134,403 2029 148,207 Thereafter 8,347,670 Total $ 8,982,933 |
EQUITY
EQUITY | 3 Months Ended |
Mar. 31, 2024 | |
Stockholders' Equity Note [Abstract] | |
Equity [Text Block] | 15. EQUITY Common Stock As of March 31, 2024, total common stock issued and outstanding was 52,516,974 and 49,693,803, respectively. As of December 31, 2023, total common stock issued and outstanding was 52,538,100 and 49,714,929, respectively. At March 31, 2024 and December 31, 2023, a total of 2,823,171 shares of common stock were deemed issued but not outstanding. For the three months ended March 31, 2024: Common Stock Received from Sale of Subsidiary On February 26, 2024, the Company sold 100% of the equity interests in Haley for the return of 21,126 shares of the Company’s common stock held by the buyer. (see note 3). The Company Haley had no assets of liabilities at the time of the sale; the Company valued the 21,126 shares of common stock at the market price on the date of the acquisition of $1.00 per sale and recorded a gain in the amount of $21,126 on this transaction. For the three months ended March 31, 2023: On February 28, 2023, the Company issued 267,030 shares with a value of $112,152 to three employees as compensation. During the three months ended March 31, 2023, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 400,007 shares of common stock with a market value of $93,600 were accrued for issuance to its previous Chief Executive Officer; of this amount, 207,839 with a market value of $52,919 were withheld for the payment of income taxes, and the net number of shares issuable to the previous Chief Executive Officer was 192,168 with a market value of $45,680. Also during the period, an aggregate total of 15,106 shares of common stock with a market value of $5,000 were accrued for issuance to two board members, and $19,428 was expensed during the quarter for the share based plan for the Chief Executive Officer (see below). These restricted stock grants are being amortized over their vesting periods of one to three years. During the three months ended March 31, 2023, the total amount of $178,048 was charged to non-cash compensation and $52,919 was charged to cash compensation in connection with these grants. Share based executive compensation plans CEO Stock Plan On February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO. On November 3, 2023, the Company recognized that the hiring of Mr. Bennett was protracted, and the original employment agreement calculated the number of Shares to be granted in connection with the Executive Compensation Plan on the basis of the number of Shares outstanding as of October 2022, which did not take into consideration the number of shares that were issued to a departing executive and to certain other employees of the Company thereafter. Accordingly, the number of shares issuable to Mr. Bennett at each price target was adjusted, effective as of the original date of the plan. Pursuant to this agreement, Mr. Bennett was provided with an incentive compensation plan (the “CEO Stock Plan”) whereby Mr. Bennett would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.60 2.00 % 975,133 $ 0.80 1.50 % 731,350 $ 1.00 1.00 % 487,567 $ 1.20 0.75 % 365,675 $ 1.40 0.75 % 365,675 $ 1.60 0.50 % 243,783 $ 1.80 0.50 % 243,783 $ 2.00 0.50 % 243,783 The value of the plan was determined to be $660,541. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 34 months. During the three months ended March 31, 2024, the amounts of $58,283 was charged to operations pursuant to the CEO Stock Plan. On November 7, 2023, the Company issued 678,302 shares of common stock, net of 296,831 shares withheld for income tax purposes, to its Chief Executive Officer pursuant the achievement of the first price target in the CEO Stock Plan. On March 19, 2024, the Company’s stock price attained the second price target in the CEO Stock Plan, and Mr. Bennett became eligible to receive 731,350 shares of the Company’s common stock. These shares have not been issued as of March 31, 2024. COO Stock Plan On April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May 15, 2023. Pursuant to this agreement, Mr. Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”) whereby Mr. Smallwood would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.87 0.40 % 196,627 $ 1.16 0.30 % 147,470 $ 1.45 0.20 % 98,313 $ 1.74 0.15 % 73,735 $ 2.03 0.15 % 73,735 $ 2.32 0.10 % 49,157 $ 2.61 0.10 % 49,157 $ 2.90 0.10 % 49,157 The value of the plan was determined to be $199,951. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 31.5 months. During the three months ended March 31, 2024, the amount of $19,043 was charged to operations pursuant to the COO Stock Plan. At March 31, 2024, none of the price targets under the COO Stock Plan have been achieved. CFO Stock Plan On December 29, 2023, the Company entered into an employment agreement with Gary Schubert to become the Company’s CFO effective January 1, 2024. Pursuant to this agreement, Mr. Schubert was provided with an incentive compensation plan (the “CFO Stock Plan”) whereby Mr. Schubert would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 1.23 0.40 % 131,085 $ 1.63 0.30 % 98,313 $ 2.04 0.20 % 65,542 $ 2.45 0.15 % 49,157 $ 2.86 0.15 % 49,157 $ 3.27 0.10 % 32,771 $ 3.68 0.10 % 32,771 $ 4.08 0.10 % 32,771 The CFO Stock Plan had a fair value of $238,747 at inception (see “Stock Plan Valuation” section below). This amount will be amortized over the 30-month life of the plan beginning January 1, 2024. During the three months ended March 31, 2024, $23,875 of this amount was charged to operations. At March 31, 2024, none of the price targets under the COO Stock Plan have been achieved. The Company relied upon the guidance of Statement of Financial Account Standards No. 718 Compensation – Stock Compensation (“ASC 718”) in accounting for the CEO, COO, and CFO Stock Plans. A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions: ● The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility. ● The Company would award the stock upon triggering the thresholds. ● Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company. ● No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations. ● Awards/Payouts were discounted at the risk–free rate. The CEO, COO, and CFO Stock Plans were valued utilizing the following: December 31, 2023 Volatility 103.9%-113.7% Dividends $ 0 Risk-free interest rates 4.45%-4.45% Expected term (years) 2.63-2.91 Stock Appreciation Rights Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. The Smallwood SARs vest upon issuance, and expire on December 31, 2026; 750,000 of the Smallwood SARs are priced at $1.50 per share, and 750,000 are priced at $2.00 per share. It is the Company’s intention to settle the Smallwood SARs in cash if the stock price exceeds the $1.50 and $2.00 per share price prior to the expiration date. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense. At March 31, 2024, the Smallwood SARs had a fair value of $373,918; the increase in fair value in the amount $118,898 during the three months ended March 31, 2024 was charged to non-cash compensation. See note 13. The Smallwood SARs were valued using the Black-Scholes valuation model utilizing the following variables: March 31, December 31, 2024 2023 Volatility 86.58 % 45.0-53.3 % Dividends $ - $ - Risk-free interest rates 4.59 % 3.67-4.87 % Term (years) 2.75 2.63-2.51 Options The following table summarizes the options outstanding at March 31, 2024 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.41 125,000 0.07 $ 0.41 125,000 $ 0.41 $ 0.50 125,000 0.07 $ 0.50 125,000 $ 0.50 $ 0.60 50,000 1.75 $ 0.60 43,750 $ 0.60 $ 1.00 50,000 1.75 $ 1.00 43,750 $ 1.00 $ 1.25 130,000 2.25 $ 1.25 - $ - $ 1.75 130,000 2.25 $ 1.75 - $ - 610,000 1.27 $ 0.96 350,000 $ 0.55 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2023 350,000 $ 0.55 Granted 260,000 $ 1.50 Exercised - $ - Cancelled / Expired - $ - Options outstanding at March 31, 2024 (unaudited) 610,000 $ 0.96 Options exercisable at March 31, 2024 (unaudited) 350,000 $ 0.55 Aggregate intrinsic value of options outstanding and exercisable at March 31, 2024 was $156,075. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.00 at March 31, 2024, and the exercise price multiplied by the number of options outstanding. During the three months ended March 31, 2024 and 2023, the Company charged the amount of $2,034 and $0, respectively, to operations for the vesting of stock options. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 16. RELATED PARTY TRANSACTIONS Payments to Prior Executive Officers under Separation Agreements During the three months ended March 31, 2024, the Company made the following payments to previous Executive Officers in connection with separation agreements (see note 12): The Company paid cash in the amount of $83,333 to Mr. Klepfish, its prior CEO. The Company made Cobra payments on behalf of Mr. Weirnasz, its prior Director of Strategic Acquisitions and previous board member, in the amount of $967. The Company made cash payments to Mr. Tang, its prior CFO, in the amount of $41,125, and made Cobra payments on behalf of Mr. Tang in the amount of $2,885. |
MAJOR CUSTOMERS
MAJOR CUSTOMERS | 3 Months Ended |
Mar. 31, 2024 | |
Risks and Uncertainties [Abstract] | |
Concentration Risk Disclosure [Text Block] | 17. MAJOR CUSTOMERS The Company’s largest customer, U.S. Foods, Inc. and its affiliates, accounted for approximately 49% and 47% of total sales in the three months ended March 31, 2024 and 2023, respectively. In addition, Gate Gourmet, the leading global provider of airline catering solutions and provisioning services for airlines, in partnership with igourmet, represented 17% and 16% of total sales for the three months ended March 31, 2024 and 2023, respectively. |
COMMITMENTS AND CONTINGENT LIAB
COMMITMENTS AND CONTINGENT LIABILITIES | 3 Months Ended |
Mar. 31, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 18. COMMITMENTS AND CONTINGENCIES Litigation On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly-owned subsidiaries, igourmet and Food Innovations, Inc. On January 5, 2024, all parties to the PA Action came to an agreement at Mediation on the material terms of settlement and on January 22, 2024, a settlement was agreed upon in an action filed in the Court of Common Pleas of Philadelphia County, Trial Division against, among others, the Company and its wholly owned subsidiaries, igourmet and Food Innovations, Inc. On Monday, January 29, 2024, the Company received a settlement and release agreement from certain plaintiffs in the PA Action. The Company and its subsidiaries resolved all liabilities within the coverages of their insurance carriers. 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. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2024 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 19. SUBSEQUENT EVENTS Share Incentive Plan Performance Goal Achieved On April 17, 2024, the Company’s stock price achieved the first price target of $0.87 under the COO Stock Plan and the Company became obligated to issue a total of 196,627 shares to its COO. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Pay vs Performance Disclosure | ||
Net Income (Loss) | $ 1,425,874 | $ (2,828,766) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Mar. 31, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Business Activity We provide difficult-to-find specialty foods primarily to both Professional Chefs and Home Gourmets through our relationships with producers, growers, makers and distributors of these products worldwide. The distribution of these products primarily originates from our three unified warehouses and those of our drop ship partners, and is driven by our proprietary technology platform. In addition, we provide value-added services through our team of food specialists and Chef Advisors who offer customer support, menu ideas, and preparation guidance. Restructuring During the fourth quarter of 2023 we made the decision to focus more on our Business to Business (B2B) activities and less on our Direct to Consumer (D2C) products. Our subsidiaries GROW and Oasis were sold effective December 29, 2023; Haley was sold effective February 26, 2024; and the activities of P Innovations will be abandoned. Our remaining D2C business, primarily operated within igourmet and Mouth, will be downsized. See note 2. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements Discontinued Operations, |
Reclassification, Comparability Adjustment [Policy Text Block] | Reclassifications Certain amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation of discontinued operations. See note 2. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these unaudited consolidated 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. 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, inventory reserves, income taxes, intangible assets, operating and finance right of use assets and 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. |
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 March 31, 2024 and 2023, trade receivables from the Company’s largest customer amounted to 32% and 23%, respectively, of total trade receivables. During the three months ended March 31, 2024 and 2023, sales from the Company’s largest customer amounted to 49% and 47% of total sales, respectively. The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At March 31, 2024 and December 31, 2023, the total cash in excess of these limits was $931,857 and $988,825, respectively. |
Receivable [Policy Text Block] | Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $69,359 and $46,477 at March 31, 2024 and December 31, 2023, respectively. |
Lessee, Leases [Policy Text Block] | Leases The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities. ROU assets represent the right of use to an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. |
Revenue [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 (i.e., specialty foodservice and e-commerce), the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 Revenue from Contracts with Customers Warehouse and logistic services revenue is primarily comprised of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer. |
Revenue from Contract with Customer [Policy Text Block] | Deferred Revenue Certain customer arrangements in the Company’s business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships as cash is received, and the liability is reduced when the card is redeemed or product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2022 $ 1,558,155 Cash payments received 215,346 Net sales recognized (534,711 ) Balance as of March 31, 2023 (unaudited) $ 1,238,790 Balance as of December 31, 2023 $ 1,312,837 Cash payments received 4,033,077 Net sales recognized (4,117,978 ) Balance as of March 31, 2024 (unaudited) $ 1,227,936 |
Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block] | Disaggregation of Revenue The following table represents a disaggregation of revenue for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Specialty Foodservice $ 13,993,565 $ 13,804,785 E-Commerce 1,528,337 2,621,405 Logistics 208,211 248,569 Total $ 15,730,113 $ 16,674,759 |
Cost of Goods and Service [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. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. |
Earnings Per Share, Policy [Policy Text Block] | Basic and Diluted Earnings Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. Dilutive shares at March 31, 2024: 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 March 31, 2024: Weighted average Remaining Exercise Number of contractual Price Options life (years) $ 0.41 125,000 0.07 $ 0.50 125,000 0.07 $ 0.60 50,000 1.75 $ 1.00 50,000 1.75 $ 1.25 130,000 2.25 $ 1.75 130,000 2.25 610,000 1.27 Restricted Stock Awards At March 31, 2024, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. 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. The fair value of these RSUs at the date of the grants will be charged to operations upon vesting. At March 31, 2024, none of these RSU were vested. There was no charge to operations for these RSUs during the three months ended March 31, 2024. Stock-based Compensation At March 31, 2024, there were a total of 3,910,534 shares of common stock potentially issuable to the Company’s executive officers pursuant to compensation plans and contingent upon the achievement of certain performance goals; see notes 15 and 16. Dilutive shares at March 31, 2023: 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 March 31, 2023: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.41 125,000 1.07 $ 0.50 125,000 1.07 $ 0.60 50,000 2.75 $ 0.62 360,000 0.75 $ 0.85 540,000 0.75 $ 1.00 50,000 2.75 $ 1.20 950,000 0.74 2,200,000 0.87 Restricted Stock Awards At March 31, 2023, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. 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. At March 31, 2023, none of these RSU were vested. There was no charge to operations for these RSUs during the three months ended March 31, 2023. Stock-based Compensation At March 31, 2023, there were a total of 3,538,243 shares of common stock potentially issuable to the Company’s Chief Executive Officer pursuant to his compensation plan and contingent upon the achievement of certain performance goals. see notes 15 and 16. |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements 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 consolidated financial statements. |
NATURE OF ACTIVITIES AND SIGN_2
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Accounting Policies [Abstract] | |
Deferred Revenue, by Arrangement, Disclosure [Table Text Block] | The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2022 $ 1,558,155 Cash payments received 215,346 Net sales recognized (534,711 ) Balance as of March 31, 2023 (unaudited) $ 1,238,790 Balance as of December 31, 2023 $ 1,312,837 Cash payments received 4,033,077 Net sales recognized (4,117,978 ) Balance as of March 31, 2024 (unaudited) $ 1,227,936 |
Disaggregation of Revenue [Table Text Block] | The following table represents a disaggregation of revenue for the three months ended March 31, 2024 and 2023: Three Months Ended March 31, 2024 2023 (unaudited) (unaudited) Specialty Foodservice $ 13,993,565 $ 13,804,785 E-Commerce 1,528,337 2,621,405 Logistics 208,211 248,569 Total $ 15,730,113 $ 16,674,759 |
Dilutive Shares [Table Text Block] | The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at March 31, 2024: Weighted average Remaining Exercise Number of contractual Price Options life (years) $ 0.41 125,000 0.07 $ 0.50 125,000 0.07 $ 0.60 50,000 1.75 $ 1.00 50,000 1.75 $ 1.25 130,000 2.25 $ 1.75 130,000 2.25 610,000 1.27 Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.41 125,000 1.07 $ 0.50 125,000 1.07 $ 0.60 50,000 2.75 $ 0.62 360,000 0.75 $ 0.85 540,000 0.75 $ 1.00 50,000 2.75 $ 1.20 950,000 0.74 2,200,000 0.87 |
DISCONTINUED OPERATIONS (Tables
DISCONTINUED OPERATIONS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations [Table Text Block] | The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets: March 31, December 31, 2024 2023 Current assets - discontinued operations: (unaudited) Cash $ 19,973 $ 95,319 Accounts receivable 635 501 Inventory 41 41 Other current assets - - Total current assets - discontinued operations $ 20,649 $ 95,861 Current liabilities - discontinued operations: Accounts payable and accrued liabilities $ - $ 986 Accrued payroll and related liabilities - 3,267 Deferred revenue 2,522 2,169 Total current liabilities - discontinued operations $ 2,522 $ 6,422 Three Months Ended March 31, March 31, 2024 2023 Revenue $ 24,856 $ 320,441 Cost of goods sold (2,238 ) (8,080 ) Gross margin 22,618 312,361 Selling, general, and administrative expenses (32,723 ) (354,692 ) Interest income - 280 Loss from discontinued operations, net of tax $ (10,105 ) $ (42,051 ) |
ACCOUNTS RECEIVABLE (Tables)
ACCOUNTS RECEIVABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] | At March 31, 2024 and December 31, 2023, accounts receivable consists of: March 31, 2024 December 31, 2023 (unaudited) Accounts receivable from customers $ 4,178,633 $ 4,354,203 Allowance for doubtful accounts (69,359 ) (46,477 ) Accounts receivable, net $ 4,109,274 $ 4,307,726 |
INVENTORY (Tables)
INVENTORY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current [Table Text Block] | Inventory consists primarily of specialty food products. At March 31, 2024 and December 31, 2023, inventory consisted of the following: March 31, 2024 December 31, 2023 (unaudited) Finished goods inventory $ 2,840,682 $ 2,973,134 Allowance for slow moving & obsolete inventory - - Finished goods inventory, net $ 2,840,682 $ 2,973,134 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | A summary of property and equipment at March 31, 2024 and December 31, 2023 is as follows: March 31, 2024 December 31, 2023 (unaudited) Land $ 208,140 $ 1,079,512 Building 711,409 6,571,496 Computer and Office Equipment 599,242 597,834 Warehouse Equipment 477,090 477,090 Furniture and Fixtures 940,960 940,960 Vehicles 58,353 58,353 Total before accumulated depreciation 2,995,194 9,725,245 Less: accumulated depreciation (2,021,051 ) (2,725,230 ) Total $ 974,143 $ 7,000,015 |
PROPERTY AND EQUIPMENT CLASSI_2
PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Property And Equipment Held For Sale Disclosure Abstract | |
Disclosure of Long-Lived Assets Held-for-Sale [Table Text Block] | The net book value of these assets consisted of the following at March 31, 2024 and December 31, 2023: March 31, December 31, 2024 2023 Land $ 871,372 $ 177,383 Building 5,070,561 431,147 Furniture, fixtures, and equipment - 41,314 Total $ 5,941,933 $ 649,844 |
RIGHT OF USE (_ROU_) ASSETS A_2
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block] | Right of use assets – operating leases are summarized below: March 31, 2024 December 31, 2023 (unaudited) Warehouse equipment $ 18,477 $ 21,869 Office equipment 5,867 6,650 Right of use assets, net $ 24,344 $ 28,519 |
Lease, Cost [Table Text Block] | Operating lease liabilities are summarized below: March 31, 2024 December 31, 2023 (unaudited) Warehouse equipment $ 18,477 $ 21,869 Office equipment 5,867 6,650 Lease liability $ 24,344 $ 28,519 Less: current portion (17,422 ) (17,131 ) Lease liability, non-current $ 6,922 $ 11,388 |
Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block] | Maturity analysis under these lease agreements are as follows: For the period ended March 31, 2025 $ 18,532 For the period ended March 31, 2026 7,051 Total $ 25,583 Less: Present value discount (1,239 ) Lease liability $ 24,344 |
RIGHT OF USE ASSETS _ FINANCI_2
RIGHT OF USE ASSETS – FINANCING LEASES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Disclosure Text Block [Abstract] | |
Lease, Cost [Table Text Block] | The Company has financing leases for vehicles and warehouse equipment. Right of use asset – financing leases are summarized below: March 31, 2024 December 31, 2023 (unaudited) Vehicles $ 404,858 $ 404,858 Warehouse Equipment 555,416 555,416 Total before accumulated depreciation 960,274 960,274 Less: accumulated depreciation (548,786 ) (523,871 ) Total $ 411,488 $ 436,403 |
Finance Lease [Table Text Block] | March 31, 2024 December 31, 2023 (unaudited) Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $1,431 and $36, respectively. $ 1,453 $ 2,884 Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $518 and $13, respectively. $ 526 $ 1,044 Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amount of $19,084 and $2,834, respectively. $ 170,712 $ 197,707 March 31, 2024 December 31, 2023 (unaudited) Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $5,552 and $1,012, respectively. $ 70,666 $ 76,218 Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $6,647 and $330, respectively. 11,388 $ 18,035 Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $3,040 and $404, respectively. $ 30,282 $ 33,322 Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1%. During the three months ended March 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $5,794 and $98, respectively. $ - $ 5,794 Total $ 285,027 $ 335,004 Current portion $ 136,096 $ 115,738 Long-term maturities 148,931 219,266 Total $ 285,027 $ 335,004 |
Finance Lease, Liability, to be Paid, Maturity [Table Text Block] | Aggregate maturities of lease liabilities: 2025 $ 160,993 2026 96,060 2027 27,974 Total $ 285,027 |
INTANGIBLE ASSETS (Tables)
INTANGIBLE ASSETS (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | The following is the net book value of these assets: March 31, 2024 (unaudited) Accumulated Gross Amortization Net Trade Names $ 217,000 $ - $ 217,000 December 31, 2023 Accumulated Cost Amortization Net Total Trade Names $ 217,000 $ - $ 217,000 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities [Table Text Block] | Accounts payable and accrued liabilities at March 31, 2024 and December 31, 2023 are as follows: March 31, 2024 December 31, 2023 (unaudited) Trade payables and accrued liabilities $ 2,955,157 $ 6,046,396 Accrued payroll and commissions 156,514 206,555 Total $ 3,111,671 $ 6,252,951 |
ACCRUED SEPARATION COSTS _ RE_2
ACCRUED SEPARATION COSTS – RELATED PARTIES (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Compensation Related Costs [Abstract] | |
Schedule of Related Party Transactions [Table Text Block] | The following table represents the amounts accrued, paid, and outstanding on these agreements as of March 31, 2024: Total Paid / Issued Balance Current Non-current Mr. Klepfish: Cash – through March 6, 2026 $ 1,000,000 $ (358,975 ) $ 641,025 $ 333,333 $ 307,692 Cash - upon agreement execution 250,000 (250,000 ) - - - Stock - June 1, 2027 400,000 - 400,000 - 400,000 Stock - Issued in April 2023 168,000 (168,000 ) - - - Cobra - over eighteen months 1,199 - 1,199 1,199 - Total – Mr. Klepfish $ 1,819,199 $ (776,975 ) $ 1,042,224 $ 334,532 $ 707,692 Mr. Wiernasz: Cash - three equal payments $ 100,000 $ (100,000 ) $ - $ - $ - Cobra - over eighteen months 26,451 (26,451 ) - - - Total - Mr. Wiernasz $ 126,451 $ (126,451 ) $ - $ - $ - Mr. Tang: Cash – over seventeen weeks $ 113,918 $ (41,425 ) $ 72,493 $ 72,493 $ - Cobra - over five months 14,495 (2,885 ) 11,610 11,610 - Total - Mr. Tang $ 128,413 $ (44,310 ) $ 84,103 $ 84,103 $ - Total Company $ 2,074,063 $ (947,736 ) $ 1,126,327 $ 418,635 $ 707,692 |
STOCK APPRECIATION RIGHTS LIA_2
STOCK APPRECIATION RIGHTS LIABILITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Other Liabilities and Financial Instruments Subject to Mandatory Redemption [Abstract] | |
Change in valuation of stock appreciation rights [TableTextBlock] | The change in valuation of the Smallwood SARs is summarized in the table below: May 15, 2023 - fair value $ 9,794 (Gain) Loss on revaluation 245,226 December 31, 2023 -fair value $ 255,020 (Gain) Loss on revaluation 118,898 March 31, 2024 - fair value $ 373,918 |
NOTES PAYABLE (Tables)
NOTES PAYABLE (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | March 31, 2024 December 31, 2023 (unaudited) On June 13, 2023, the Company entered into a term loan with MapleMark Bank (the “MapleMark Term Loan 3”) in the amount of $9,057,840. Principal and interest due on the MapleMark Term Loan 1 in the amounts of $5,324,733 and $61,715, respectively, were paid with proceeds of the MapleMark Term Loan 3. The MapleMark Term Loan 3 is payable in monthly installments of $80,025 commencing July 1, 2023 and continuing through June 13, 2048. Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At March 31, 2024, the interest rate was 9.50%. The MapleMark Term Loan 3 matures on June 13, 2048. The MapleMark Term Loan 3 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company created a discount on the MapleMark Term Loan 3 for costs in the amount of $385,803 which will be amortized over the life of the loan. During the three months ended March 31, 2024, the Company amortized $1,284 of these costs to interest expense. During the three months ended March 31, 2024, the Company made principal payments and interest payments in the amount of $22,709 and $221,317, respectively, on this loan. At March 31, 2024, accrued interest on this note was $75,251. $ 8,962,933 $ 8,985,642 March 31, 2024 December 31, 2023 (unaudited) On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $356,800. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. On February 14, 2024, The Company sold its Race Track Road Facility in Bonita Springs, Florida, which had been pledged as security for the MapleMark Term Loan 2 (see note 7). Proceeds from the sale in the amount of $352,905 and $910 were used to pay the remaining principal and interest, respectively, on the MapleMark Term Loan 2. At March 31, 2024, there are no amounts due under the MapleMark Term Loan 2. $ - $ 352,905 A 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 March 31, 2024, the Company accrued interest in the amount of $96 on this note. At March 31, 2024, accrued interest on this note was $18,578. $ 20,000 $ 20,000 Total $ 8,982 933 $ 9,358,547 Discount (381,222 ) (382,506 ) Net of discount $ 8,601,711 $ 8,976,041 Current portion $ 100,237 $ 121,041 Long-term maturities, net of discount 8,501,474 8,855,000 Total $ 8,601,711 $ 8,976,041 |
Schedule of Maturities of Long-Term Debt [Table Text Block] | Aggregate maturities of notes payable as of March 31, 2024 are as follows: 2025 $ 120,237 2026 110,532 2027 121,884 2028 134,403 2029 148,207 Thereafter 8,347,670 Total $ 8,982,933 |
EQUITY (Tables)
EQUITY (Tables) | 3 Months Ended |
Mar. 31, 2024 | |
EQUITY (Tables) [Line Items] | |
Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | December 31, 2023 Volatility 103.9%-113.7% Dividends $ 0 Risk-free interest rates 4.45%-4.45% Expected term (years) 2.63-2.91 March 31, December 31, 2024 2023 Volatility 86.58 % 45.0-53.3 % Dividends $ - $ - Risk-free interest rates 4.59 % 3.67-4.87 % Term (years) 2.75 2.63-2.51 |
Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block] | The following table summarizes the options outstanding at March 31, 2024 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.41 125,000 0.07 $ 0.41 125,000 $ 0.41 $ 0.50 125,000 0.07 $ 0.50 125,000 $ 0.50 $ 0.60 50,000 1.75 $ 0.60 43,750 $ 0.60 $ 1.00 50,000 1.75 $ 1.00 43,750 $ 1.00 $ 1.25 130,000 2.25 $ 1.25 - $ - $ 1.75 130,000 2.25 $ 1.75 - $ - 610,000 1.27 $ 0.96 350,000 $ 0.55 |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2023 350,000 $ 0.55 Granted 260,000 $ 1.50 Exercised - $ - Cancelled / Expired - $ - Options outstanding at March 31, 2024 (unaudited) 610,000 $ 0.96 Options exercisable at March 31, 2024 (unaudited) 350,000 $ 0.55 |
Chief Executive Officer [Member] | |
EQUITY (Tables) [Line Items] | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.60 2.00 % 975,133 $ 0.80 1.50 % 731,350 $ 1.00 1.00 % 487,567 $ 1.20 0.75 % 365,675 $ 1.40 0.75 % 365,675 $ 1.60 0.50 % 243,783 $ 1.80 0.50 % 243,783 $ 2.00 0.50 % 243,783 |
Chief Operating Officer [Member] | |
EQUITY (Tables) [Line Items] | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.87 0.40 % 196,627 $ 1.16 0.30 % 147,470 $ 1.45 0.20 % 98,313 $ 1.74 0.15 % 73,735 $ 2.03 0.15 % 73,735 $ 2.32 0.10 % 49,157 $ 2.61 0.10 % 49,157 $ 2.90 0.10 % 49,157 |
Chief Financial Officer [Member] | |
EQUITY (Tables) [Line Items] | |
Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block] | Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 1.23 0.40 % 131,085 $ 1.63 0.30 % 98,313 $ 2.04 0.20 % 65,542 $ 2.45 0.15 % 49,157 $ 2.86 0.15 % 49,157 $ 3.27 0.10 % 32,771 $ 3.68 0.10 % 32,771 $ 4.08 0.10 % 32,771 |
NATURE OF ACTIVITIES AND SIGN_3
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Cash, Uninsured Amount (in Dollars) | $ 931,857 | $ 988,825 | |
Accounts Receivable, Allowance for Credit Loss (in Dollars) | $ 69,359 | $ 46,477 | |
U.S. Foods, Inc. [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 32% | 23% | |
U.S. Foods, Inc. [Member] | Revenue Benchmark [Member] | Customer Concentration Risk [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Concentration Risk, Percentage | 49% | 47% | |
Chief Executive Officer [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture | 3,910,534 | 3,538,243 | |
Restricted Stock [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 300,000 | 300,000 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 300,000 | 300,000 | |
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche One [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted | 125,000 | 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 | vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days | |
Restricted Stock [Member] | Share-Based Payment Arrangement, Tranche Two [Member] | |||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) [Line Items] | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number | 175,000 | 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 | will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days |
NATURE OF ACTIVITIES AND SIGN_4
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Deferred Revenue By Arrangement Disclosure Abstract | ||
Balance | $ 1,312,837 | $ 1,558,155 |
Cash payments received | 4,033,077 | 215,346 |
Net sales recognized | (4,117,978) | (534,711) |
Balance | $ 1,227,936 | $ 1,238,790 |
NATURE OF ACTIVITIES AND SIGN_5
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 15,730,113 | $ 16,674,759 |
Specialty Food Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 13,993,565 | 13,804,785 |
Ecommerce [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | 1,528,337 | 2,621,405 |
Warehouse and Logistic Services [Member] | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 208,211 | $ 248,569 |
NATURE OF ACTIVITIES AND SIGN_6
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Number of Options | 610,000 | 2,200,000 |
Weighted Average Remaining Contractual Life (years) | 1 year 3 months 7 days | 10 months 13 days |
Options at $0.41 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.41 | $ 0.41 |
Number of Options | 125,000 | 125,000 |
Weighted Average Remaining Contractual Life (years) | 25 days | 1 year 25 days |
Options at $0.50 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.5 | $ 0.5 |
Number of Options | 125,000 | 125,000 |
Weighted Average Remaining Contractual Life (years) | 25 days | 1 year 25 days |
Options at $0.60 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.6 | $ 0.6 |
Number of Options | 50,000 | 50,000 |
Weighted Average Remaining Contractual Life (years) | 1 year 9 months | 2 years 9 months |
Options at $1.00 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1 | $ 1 |
Number of Options | 50,000 | 50,000 |
Weighted Average Remaining Contractual Life (years) | 1 year 9 months | 2 years 9 months |
Options at $1.25 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.25 | |
Number of Options | 130,000 | |
Weighted Average Remaining Contractual Life (years) | 2 years 3 months | |
Options at $1.75 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.75 | |
Number of Options | 130,000 | |
Weighted Average Remaining Contractual Life (years) | 2 years 3 months | |
Options at $0.62 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.62 | |
Number of Options | 360,000 | |
Weighted Average Remaining Contractual Life (years) | 9 months | |
Options at $0.85 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 0.85 | |
Number of Options | 540,000 | |
Weighted Average Remaining Contractual Life (years) | 9 months | |
Options at $1.20 [Member] | ||
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items] | ||
Exercise Price | $ 1.2 | |
Number of Options | 950,000 | |
Weighted Average Remaining Contractual Life (years) | 8 months 26 days |
DISCONTINUED OPERATIONS (Detail
DISCONTINUED OPERATIONS (Details) - Disposal Groups, Including Discontinued Operations - Discontinued Operations [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2024 | Mar. 31, 2023 | Dec. 31, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||
Cash | $ 19,973 | $ 95,319 | |
Accounts receivable | 635 | 501 | |
Inventory | 41 | 41 | |
Other current assets | 0 | 0 | |
Total current assets - discontinued operations | 20,649 | 95,861 | |
Accounts payable and accrued liabilities | 0 | 986 | |
Accrued payroll and related liabilities | 0 | 3,267 | |
Deferred revenue | 2,522 | 2,169 | |
Total current liabilities - discontinued operations | 2,522 | $ 6,422 | |
Revenue | 24,856 | $ 320,441 | |
Cost of goods sold | (2,238) | (8,080) | |
Gross margin | 22,618 | 312,361 | |
Selling, general, and administrative expenses | (32,723) | (354,692) | |
Interest income | 0 | 280 | |
Loss from discontinued operations, net of tax | $ (10,105) | $ (42,051) |
SALE OF SUBSIDIARY (Details)
SALE OF SUBSIDIARY (Details) - USD ($) | Feb. 26, 2024 | Mar. 31, 2024 |
SALE OF SUBSIDIARY (Details) [Line Items] | ||
Stock Issued During Period, Shares, Acquisitions | 21,126 | |
Share Price (in Dollars per share) | $ 1 | $ 1 |
Income (Loss) from Subsidiaries, Net of Tax (in Dollars) | $ 21,126 | |
Haley Food Group, Inc. [Member] | ||
SALE OF SUBSIDIARY (Details) [Line Items] | ||
Subsidiary, Ownership Percentage, Parent | 100% | |
Stock Repurchased During Period, Shares | 21,126 |
ACCOUNTS RECEIVABLE (Details)
ACCOUNTS RECEIVABLE (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Receivables [Abstract] | ||
Accounts Receivable, Credit Loss Expense (Reversal) | $ 22,882 | $ 4,666 |
ACCOUNTS RECEIVABLE (Details) -
ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 | Mar. 31, 2023 |
Schedule Of Accounts Receivable Abstract | |||
Accounts receivable from customers | $ 4,178,633 | $ 4,354,203 | |
Allowance for doubtful accounts | (69,359) | (46,477) | |
Accounts receivable, net | $ 4,109,274 | $ 4,307,726 | $ 4,307,726 |
INVENTORY (Details) - Schedule
INVENTORY (Details) - Schedule of Inventory - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Inventory Abstract | ||
Finished goods inventory | $ 2,840,682 | $ 2,973,134 |
Allowance for slow moving & obsolete inventory | 0 | 0 |
Finished goods inventory, net | $ 2,840,682 | $ 2,973,134 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation | $ 85,345 | $ 101,576 |
Payments to Acquire Property, Plant, and Equipment | $ 1,406 | $ 7,995 |
PROPERTY AND EQUIPMENT (Detai_2
PROPERTY AND EQUIPMENT (Details) - Schedule of property, plant and equipment - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 2,995,194 | $ 9,725,245 |
Less: accumulated depreciation | (2,021,051) | (2,725,230) |
Total | 974,143 | 7,000,015 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 208,140 | 1,079,512 |
Building [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 711,409 | 6,571,496 |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 599,242 | 597,834 |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 477,090 | 477,090 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | 940,960 | 940,960 |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property, plant, and equipment, gross | $ 58,353 | $ 58,353 |
PROPERTY AND EQUIPMENT CLASSI_3
PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE (Details) - Race Track Road Property [Member] | Feb. 14, 2024 USD ($) |
PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE (Details) [Line Items] | |
Proceeds from Sale, Property, Held-for-Sale | $ 2,455,000 |
Gain (Loss) on Disposition of Property Plant Equipment | 1,807,516 |
Payments to Acquire Property, Plant, and Equipment | 353,815 |
Expenses related to sale of Property | 165,755 |
Sales Commissions and Fees | 147,300 |
Excise and Sales Taxes | 17,185 |
Clearance Fees | $ 1,270 |
PROPERTY AND EQUIPMENT CLASSI_4
PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE (Details) - Disclosure of Long-Lived Assets Held-for-Sale - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Long-Lived Assets Held-for-Sale [Line Items] | ||
Assets held for sale | $ 5,941,933 | $ 649,844 |
Land [Member] | ||
Long-Lived Assets Held-for-Sale [Line Items] | ||
Assets held for sale | 871,372 | 177,383 |
Building [Member] | ||
Long-Lived Assets Held-for-Sale [Line Items] | ||
Assets held for sale | 5,070,561 | 431,147 |
Furniture and Fixtures [Member] | ||
Long-Lived Assets Held-for-Sale [Line Items] | ||
Assets held for sale | $ 0 | $ 41,314 |
RIGHT OF USE (_ROU_) ASSETS A_3
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items] | ||
Operating Lease, Expense | $ 8,165 | $ 18,790 |
Operating Lease, Right-of-Use Asset, Periodic Reduction | $ 4,175 | $ 16,314 |
Minimum [Member] | ||
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 1 year | |
Maximum [Member] | ||
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items] | ||
Lessee, Operating Lease, Term of Contract | 3 years |
RIGHT OF USE (_ROU_) ASSETS A_4
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Schedule of Property Subject to or Available for Operating Lease - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||
Right to use assets, net | $ 24,344 | $ 28,519 |
Equipment [Member] | ||
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||
Right to use assets, net | 18,477 | 21,869 |
Office Equipment [Member] | ||
Property, Plant, and Equipment, Lessor Asset under Operating Lease [Line Items] | ||
Right to use assets, net | $ 5,867 | $ 6,650 |
RIGHT OF USE (_ROU_) ASSETS A_5
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lease, Cost - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lease, Cost [Line Items] | ||
Lease liability | $ 24,344 | $ 28,519 |
Less: current portion | (17,422) | (17,131) |
Lease liability, non-current | 6,922 | 11,388 |
Equipment [Member] | ||
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lease, Cost [Line Items] | ||
Lease liability | 18,477 | 21,869 |
Office Equipment [Member] | ||
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lease, Cost [Line Items] | ||
Lease liability | $ 5,867 | $ 6,650 |
RIGHT OF USE (_ROU_) ASSETS A_6
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Lessee Operating Lease Liability Maturity Abstract | ||
For the period ended March 31, 2025 | $ 18,532 | |
For the period ended March 31, 2026 | 7,051 | |
Total | 25,583 | |
Less: Present value discount | (1,239) | |
Lease liability | $ 24,344 | $ 28,519 |
RIGHT OF USE ASSETS _ FINANCI_3
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
Disclosure Text Block [Abstract] | ||
Finance Lease, Right-of-Use Asset, Amortization | $ 24,915 | $ 33,480 |
RIGHT OF USE ASSETS _ FINANCI_4
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Lease, Cost - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Leased Assets, Gross | $ 960,274 | $ 960,274 |
Less: accumulated depreciation | (548,786) | (523,871) |
Total | 411,488 | 436,403 |
Vehicles [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Leased Assets, Gross | 404,858 | 404,858 |
Equipment [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Lease, Cost [Line Items] | ||
Leased Assets, Gross | $ 555,416 | $ 555,416 |
RIGHT OF USE ASSETS _ FINANCI_5
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | $ 285,027 | $ 335,004 |
Current portion | 136,096 | 115,738 |
Long-term maturities | 148,931 | 219,266 |
Finance Lease #6 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 1,453 | 2,884 |
Finance Lease #5 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 526 | 1,044 |
Finance Lease #1 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 170,712 | 197,707 |
Finance Lease #2 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 70,666 | 76,218 |
Finance Lease #3 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 11,388 | 18,035 |
Finance Lease #4 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | 30,282 | 33,322 |
Finance Lease #7 [Member] | ||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease [Line Items] | ||
Financing lease obligations | $ 0 | $ 5,794 |
RIGHT OF USE ASSETS _ FINANCI_6
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) - USD ($) | 3 Months Ended | |||||||
Feb. 04, 2022 | Jul. 15, 2021 | Jul. 12, 2021 | Oct. 14, 2020 | Mar. 31, 2020 | Aug. 23, 2019 | Nov. 05, 2018 | Mar. 31, 2024 | |
Finance Lease #6 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 16,070 | |||||||
Payable | thirty-six monthly installments of $489 | |||||||
Interest Rate | 6.01% | |||||||
Principal payments | $ 1,431 | |||||||
Interest Payments | 36 | |||||||
Finance Lease #5 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 5,816 | |||||||
Payable | thirty-six monthly installments of $177 | |||||||
Interest Rate | 6.01% | |||||||
Principal payments | 518 | |||||||
Interest Payments | 13 | |||||||
Finance Lease #1 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 514,173 | |||||||
Payable | sixty monthly installments of $9,942 | |||||||
Interest Rate | 6.01% | |||||||
Principal payments | 19,084 | |||||||
Interest Payments | 2,834 | |||||||
Finance Lease #2 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 152,548 | |||||||
Payable | eighty-four monthly installments of $2,188 | |||||||
Interest Rate | 5.44% | |||||||
Principal payments | 5,552 | |||||||
Interest Payments | 1,012 | |||||||
Finance Lease #3 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 128,587 | |||||||
Payable | seventy monthly installments of $2,326 | |||||||
Interest Rate | 8.33% | |||||||
Principal payments | 6,647 | |||||||
Interest Payments | 330 | |||||||
Finance Lease #4 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 80,413 | |||||||
Payable | eighty-four monthly installments of $1,148 | |||||||
Interest Rate | 5% | |||||||
Principal payments | 3,040 | |||||||
Interest Payments | 404 | |||||||
Finance Lease #7 [Member] | ||||||||
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items] | ||||||||
Original amount | $ 42,500 | |||||||
Payable | twenty-four monthly installments of $1,963 | |||||||
Interest Rate | 10.10% | |||||||
Principal payments | 5,794 | |||||||
Interest Payments | $ 98 |
RIGHT OF USE ASSETS _ FINANCI_7
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease, Liability, Maturity | Mar. 31, 2024 USD ($) |
Finance Lease Liability Maturity Abstract | |
2025 | $ 160,993 |
2026 | 96,060 |
2027 | 27,974 |
Total | $ 285,027 |
INTANGIBLE ASSETS (Details)
INTANGIBLE ASSETS (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
INTANGIBLE ASSETS (Details) [Line Items] | ||
Amortization of Intangible Assets | $ 0 | $ 0 |
Artisan [Member] | ||
INTANGIBLE ASSETS (Details) [Line Items] | ||
Other Intangible Assets, Net | $ 217,000 |
INTANGIBLE ASSETS (Details) - S
INTANGIBLE ASSETS (Details) - Schedule of intangible assets - Trade Names [Member] - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
INTANGIBLE ASSETS (Details) - Schedule of intangible assets [Line Items] | ||
Intangible asset, gross | $ 217,000 | $ 217,000 |
Intangible asset, Accumulated Amortization | 0 | 0 |
Intangible asset, Net | $ 217,000 | $ 217,000 |
ACCOUNTS PAYABLE AND ACCRUED _3
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) - Schedule of accounts payable and accrued liabilities - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Schedule Of Accounts Payable And Accrued Liabilities Abstract | ||
Trade payables and accrued liabilities | $ 2,955,157 | $ 6,046,396 |
Accrued payroll and commissions | 156,514 | 206,555 |
Total | $ 3,111,671 | $ 6,252,951 |
ACCRUED SEPARATION COSTS _ RE_3
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) - USD ($) | 3 Months Ended | 4 Months Ended | ||||
Feb. 06, 2024 | Feb. 28, 2023 | Feb. 03, 2023 | Mar. 31, 2024 | Mar. 31, 2023 | Jul. 01, 2024 | |
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | $ 250,000 | $ (947,736) | ||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 45,680 | |||||
Severance Costs | 0 | $ 1,945,650 | ||||
Former CEO And Director [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | (776,975) | |||||
Debt Instrument, Face Amount | 1,000,000 | |||||
Debt Instrument, Periodic Payment | $ 6,410.26 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | 400,000 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 168,000 | |||||
Severance Costs | 1,819,199 | |||||
Former CEO And Director [Member] | Shares To Be Delivered On June 1, 2027 [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 0 | |||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | 266,666 | |||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 400,000 | |||||
Former CEO And Director [Member] | Insurance, Other [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 0 | |||||
Severance Costs | $ 1,199 | |||||
Former CEO And Director [Member] | Payment Due Upon Execution Of Agreement [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | (250,000) | |||||
Director of Strategic Acquisitions [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | (126,451) | |||||
Severance Costs | $ 100,000 | 126,451 | ||||
Insurance Payments Monthly | 2,548 | |||||
Director of Strategic Acquisitions [Member] | Insurance, Other [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | (26,451) | |||||
Severance Costs | 26,451 | |||||
Director of Strategic Acquisitions [Member] | Payment Due Upon Execution Of Agreement [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 33,333 | (100,000) | ||||
Director of Strategic Acquisitions [Member] | Payment Due March 15, 2023 [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 33,333 | |||||
Director of Strategic Acquisitions [Member] | Payment Due On April 15, 2023 [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | $ 33,334 | |||||
Richard Tang [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Severance Costs | $ 113,918 | |||||
Richard Tang [Member] | Legal Fees [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Severance Costs | 4,000 | |||||
Richard Tang [Member] | Payment Due March 4, 2024 [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | $ 25,890 | |||||
Richard Tang [Member] | Payment Due March 11, 2024 [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | $ 5,178 | |||||
Mr. Klepfish [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 83,333 | |||||
Mr. Wiernasz [Member] | Insurance, Other [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 967 | |||||
Mr. Tang [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | 41,125 | |||||
Mr. Tang [Member] | Insurance, Other [Member] | ||||||
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) [Line Items] | ||||||
Payments Of Separation Costs | $ 2,885 |
ACCRUED SEPARATION COSTS _ RE_4
ACCRUED SEPARATION COSTS – RELATED PARTIES (Details) - Schedule of Related Party Transactions - USD ($) | 3 Months Ended | |||
Feb. 28, 2023 | Feb. 03, 2023 | Mar. 31, 2024 | Dec. 31, 2023 | |
Related Party Transaction [Line Items] | ||||
Total | $ 2,074,063 | |||
Paid / Issued | $ 250,000 | (947,736) | ||
Balance | 1,126,327 | |||
Current | 418,635 | $ 463,911 | ||
Non-current | 707,692 | |||
Former CEO And Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 1,819,199 | |||
Paid / Issued | (776,975) | |||
Balance | 1,042,224 | |||
Current | 334,532 | |||
Non-current | 707,692 | |||
Former CEO And Director [Member] | Cash Payment Due March 6, 2026 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 1,000,000 | |||
Paid / Issued | (358,975) | |||
Balance | 641,025 | |||
Current | 333,333 | |||
Non-current | 307,692 | |||
Former CEO And Director [Member] | Payment Due Upon Execution Of Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 250,000 | |||
Paid / Issued | (250,000) | |||
Balance | 0 | |||
Current | 0 | |||
Non-current | 0 | |||
Former CEO And Director [Member] | Shares To Be Delivered On June 1, 2027 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 400,000 | |||
Paid / Issued | 0 | |||
Balance | 400,000 | |||
Current | 0 | |||
Non-current | 400,000 | |||
Former CEO And Director [Member] | Shares Issued April 2023 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 168,000 | |||
Paid / Issued | (168,000) | |||
Balance | 0 | |||
Current | 0 | |||
Non-current | 0 | |||
Former CEO And Director [Member] | Insurance, Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 1,199 | |||
Paid / Issued | 0 | |||
Balance | 1,199 | |||
Current | 1,199 | |||
Non-current | 0 | |||
Director of Strategic Acquisitions [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 126,451 | |||
Paid / Issued | (126,451) | |||
Balance | 0 | |||
Current | 0 | |||
Non-current | 0 | |||
Director of Strategic Acquisitions [Member] | Payment Due Upon Execution Of Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 100,000 | |||
Paid / Issued | $ 33,333 | (100,000) | ||
Balance | 0 | |||
Current | 0 | |||
Non-current | 0 | |||
Director of Strategic Acquisitions [Member] | Insurance, Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 26,451 | |||
Paid / Issued | (26,451) | |||
Balance | 0 | |||
Current | 0 | |||
Non-current | 0 | |||
Chief Financial Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 128,413 | |||
Paid / Issued | (44,310) | |||
Balance | 84,103 | |||
Current | 84,103 | |||
Non-current | 0 | |||
Chief Financial Officer [Member] | Payment Due Upon Execution Of Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 113,918 | |||
Paid / Issued | (41,425) | |||
Balance | 72,493 | |||
Current | 72,493 | |||
Non-current | 0 | |||
Chief Financial Officer [Member] | Insurance, Other [Member] | ||||
Related Party Transaction [Line Items] | ||||
Total | 14,495 | |||
Paid / Issued | (2,885) | |||
Balance | 11,610 | |||
Current | 11,610 | |||
Non-current | $ 0 |
STOCK APPRECIATION RIGHTS LIA_3
STOCK APPRECIATION RIGHTS LIABILITY (Details) - Stock Appreciation Rights (SARs) [Member] - USD ($) | 3 Months Ended | |
May 15, 2023 | Mar. 31, 2024 | |
STOCK APPRECIATION RIGHTS LIABILITY (Details) [Line Items] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period | 1,500,000 | |
Share-Based Payment Arrangement, Noncash Expense | $ 9,794 | $ 118,898 |
STOCK APPRECIATION RIGHTS LIA_4
STOCK APPRECIATION RIGHTS LIABILITY (Details) - Change in valuation of stock appreciation rights - Stock Appreciation Rights (SARs) [Member] - USD ($) | 3 Months Ended | 8 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
STOCK APPRECIATION RIGHTS LIABILITY (Details) - Change in valuation of stock appreciation rights [Line Items] | ||
Balance | $ 255,020 | $ 9,794 |
(Gain) Loss on revaluation | 118,898 | 245,226 |
Balance | $ 373,918 | $ 255,020 |
NOTES PAYABLE (Details)
NOTES PAYABLE (Details) - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
Interest Payable | $ 93,829 | $ 95,942 |
NOTES PAYABLE (Details) - Sched
NOTES PAYABLE (Details) - Schedule of debt - USD ($) | Mar. 31, 2024 | Dec. 31, 2023 |
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes payable | $ 8,982,933 | $ 9,358,547 |
Discount | (381,222) | (382,506) |
Total, net of discount | 8,601,711 | 8,976,041 |
Current portion | 100,237 | 121,041 |
Long-term maturities | 8,501,474 | 8,855,000 |
Maple Mark Term Loan 3 [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes payable | 8,962,933 | 8,985,642 |
Maple Mark Term Loan 2 [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Notes payable | 0 | 352,905 |
Convertible Debt [Member] | ||
NOTES PAYABLE (Details) - Schedule of debt [Line Items] | ||
Convertible Note Payable | $ 20,000 | $ 20,000 |
NOTES PAYABLE (Details) - Sch_2
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) - USD ($) | 3 Months Ended | 125 Months Ended | 305 Months Ended | ||||||
Jun. 13, 2023 | Jun. 09, 2023 | Jun. 06, 2022 | Mar. 31, 2024 | Mar. 31, 2023 | Jun. 01, 2033 | Jun. 13, 2048 | Dec. 31, 2023 | Dec. 31, 2022 | |
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||||||
Discount | $ 1,283 | $ 0 | |||||||
Principal payments | 22,708 | $ 2,757 | |||||||
accrued interest | $ 93,829 | $ 95,942 | |||||||
Maple Mark Term Loan 3 [Member] | |||||||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||||||
Amount | $ 9,057,840 | ||||||||
$ 80,025 | |||||||||
June 13, 2048 | |||||||||
Interest rate | Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At March 31, 2024, the interest rate was 9.50%. The MapleMark Term Loan 3 matures on June 13, 2048. | ||||||||
Interest | 9.50% | ||||||||
Discount | $ 385,803 | $ 1,284 | |||||||
221,317 | |||||||||
accrued interest | 75,251 | ||||||||
Maple Mark Term Loan 3 [Member] | Principal [Member] | |||||||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||||||
Principal payments | 22,709 | ||||||||
Maple Mark Term Loan 2 [Member] | |||||||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||||||
Amount | $ 356,800 | ||||||||
$ 2,311 | |||||||||
May 27, 2033 | |||||||||
Discount | $ 23,367 | ||||||||
Principal payments | 352,905 | ||||||||
910 | |||||||||
Final payment | $ 303,536 | ||||||||
$ 23,367 | |||||||||
Convertible Debt [Member] | |||||||||
NOTES PAYABLE (Details) - Schedule of debt (Parentheticals) [Line Items] | |||||||||
Amount | $ 20,000 | ||||||||
Interest | 1.90% | ||||||||
$ 96 | |||||||||
accrued interest | $ 18,578 |
NOTES PAYABLE (Details) - Sch_3
NOTES PAYABLE (Details) - Schedule of Maturities of Long-Term Debt | Mar. 31, 2024 USD ($) |
Schedule Of Maturities Of Long Term Debt Abstract | |
2025 | $ 120,237 |
2026 | 110,532 |
2027 | 121,884 |
2028 | 134,403 |
2029 | 148,207 |
Thereafter | 8,347,670 |
Total | $ 8,982,933 |
EQUITY (Details)
EQUITY (Details) | 3 Months Ended | ||||||||
Feb. 26, 2024 USD ($) $ / shares shares | Jan. 01, 2024 USD ($) | Nov. 07, 2023 shares | May 15, 2023 USD ($) $ / shares shares | Feb. 28, 2023 USD ($) shares | Mar. 31, 2024 USD ($) $ / shares shares | Mar. 31, 2023 USD ($) shares | Mar. 19, 2024 USD ($) | Dec. 31, 2023 shares | |
EQUITY (Details) [Line Items] | |||||||||
Common Stock, Shares, Issued (in Shares) | shares | 52,516,974 | 52,538,100 | |||||||
Common Stock, Shares, Outstanding (in Shares) | shares | 49,693,803 | 49,714,929 | |||||||
Common Stock Issued, but not Outstanding (in Shares) | shares | 2,823,171 | ||||||||
Stock Issued During Period, Shares, Acquisitions (in Shares) | shares | 21,126 | ||||||||
Share Price (in Dollars per share) | $ / shares | $ 1 | $ 1 | |||||||
Income (Loss) from Subsidiaries, Net of Tax | $ 21,126 | ||||||||
Stock Issued During Period, Value, Issued for Services | $ 112,152 | $ 112,142 | |||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 45,680 | ||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 678,302 | ||||||||
NumberOfDirectors | 2 | ||||||||
Share-Based Payment Arrangement, Expense | $ 52,919 | ||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 103,235 | $ 178,048 | |||||||
Haley Food Group, Inc. [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Subsidiary, Ownership Percentage, Parent | 100% | ||||||||
Stock Repurchased During Period, Shares (in Shares) | shares | 21,126 | ||||||||
Mr. Bennett [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Common Stock Issued, but not Outstanding (in Shares) | shares | 2,823,171 | ||||||||
Common Stock, Share Subscribed but Unissued, Subscriptions Receivable | $ 731,350 | ||||||||
Previous CFO [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, Issued for Services (in Shares) | shares | 267,030 | ||||||||
Previous CEO [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | shares | 400,007 | ||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 93,600 | ||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in Shares) | shares | 207,839 | ||||||||
Share-Based Payment Arrangement, Decrease for Tax Withholding Obligation | $ 52,919 | ||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture (in Shares) | shares | 192,168 | ||||||||
Shares Issued, Value, Share-Based Payment Arrangement, after Forfeiture | $ 45,680 | ||||||||
Chief Executive Officer [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Shares Withheld for Tax Withholding Obligation (in Shares) | shares | 296,831 | ||||||||
Restricted Stock [Member] | Minimum [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 1 year | ||||||||
Restricted Stock [Member] | Maximum [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 3 years | ||||||||
Stock Appreciation Rights (SARs) [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture | $ 373,918 | ||||||||
Share-Based Payment Arrangement, Noncash Expense | $ 9,794 | 118,898 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares) | shares | 1,500,000 | ||||||||
SARs Priced At150 [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares) | shares | 750,000 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 1.5 | ||||||||
SARs Priced At200 [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares) | shares | 750,000 | ||||||||
Shares Issued, Price Per Share (in Dollars per share) | $ / shares | $ 2 | ||||||||
Share-Based Payment Arrangement, Option [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | 2,034 | $ 0 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Intrinsic Value | $ 156,075 | ||||||||
Officers and directors [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues (in Shares) | shares | 15,106 | ||||||||
Stock Issued During Period, Value, New Issues | $ 5,000 | ||||||||
Chief Executive Officer [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares) | shares | 3,910,534 | 3,538,243 | |||||||
Share-Based Payment Arrangement, Expense | $ 58,283 | $ 19,428 | |||||||
Share-Based Payment Arrangement, Amount Capitalized | 660,541 | ||||||||
Chief Operating Officer [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | 19,043 | ||||||||
Share-Based Payment Arrangement, Amount Capitalized | $ 199,951 | ||||||||
Chief Financial Officer [Member] | |||||||||
EQUITY (Details) [Line Items] | |||||||||
Share-Based Payment Arrangement, Expense | $ 23,875 | ||||||||
Share-Based Payment Arrangement, Amount Capitalized | $ 238,747 |
EQUITY (Details) - Disclosure
EQUITY (Details) - Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock Price Target 0.60 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 0.6 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 2% |
Maximum Number Of Shares | shares | 975,133 |
Stock Price Target 0.80 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 0.8 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 1.50% |
Maximum Number Of Shares | shares | 731,350 |
Stock Price Target 1.00 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 1% |
Maximum Number Of Shares | shares | 487,567 |
Stock Price Target 1.20 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.2 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.75% |
Maximum Number Of Shares | shares | 365,675 |
Stock Price Target 1.40 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.4 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.75% |
Maximum Number Of Shares | shares | 365,675 |
Stock Price Target 1.60 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.6 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.50% |
Maximum Number Of Shares | shares | 243,783 |
Stock Price Target 1.80 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.8 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.50% |
Maximum Number Of Shares | shares | 243,783 |
Stock Price Target 2.00 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.50% |
Maximum Number Of Shares | shares | 243,783 |
EQUITY (Details) - Disclosur_2
EQUITY (Details) - Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock Price Target 0.87 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 0.87 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.40% |
Maximum Number Of Shares | shares | 196,627 |
Stock Price Target 1.16 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.16 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.30% |
Maximum Number Of Shares | shares | 147,470 |
Stock Price Target 1.45 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.45 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.20% |
Maximum Number Of Shares | shares | 98,313 |
Stock Price Target 1.74 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.74 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.15% |
Maximum Number Of Shares | shares | 73,735 |
Stock Price Target 2.03 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.03 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.15% |
Maximum Number Of Shares | shares | 73,735 |
Stock Price Target 2.32 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.32 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 49,157 |
Stock Price Target 2.61 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.61 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 49,157 |
Stock Price Target 2.90 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.9 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 49,157 |
EQUITY (Details) - Disclosur_3
EQUITY (Details) - Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
Stock Price Target 1.23 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.23 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.40% |
Maximum Number Of Shares | shares | 131,085 |
Stock Price Target 1.63 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 1.63 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.30% |
Maximum Number Of Shares | shares | 98,313 |
Stock Price Target 2.04 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.04 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.20% |
Maximum Number Of Shares | shares | 65,542 |
Stock Price Target 2.45 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.45 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.15% |
Maximum Number Of Shares | shares | 49,157 |
Stock Price Target 2.86 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 2.86 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.15% |
Maximum Number Of Shares | shares | 49,157 |
Stock Price Target 3.27 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 3.27 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 32,771 |
Stock Price Target 3.68 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 3.68 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 32,771 |
Stock Price Target 4.08 [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Stock Price Target | $ / shares | $ 4.08 |
Number Of Shares Issued And Outstanding On Grant Date Multiplied By | 0.10% |
Maximum Number Of Shares | shares | 32,771 |
EQUITY (Details) - Schedule of
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2024 | Dec. 31, 2023 | |
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Dividends (in Dollars) | $ 0 | |
Minimum [Member] | ||
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 103.90% | |
Risk-free interest rates | 4.45% | |
Term (years) | 2 years 7 months 17 days | |
Maximum [Member] | ||
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 113.70% | |
Risk-free interest rates | 4.45% | |
Term (years) | 2 years 10 months 28 days | |
Stock Appreciation Rights (SARs) [Member] | ||
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 86.58% | |
Dividends (in Dollars) | $ 0 | $ 0 |
Risk-free interest rates | 4.59% | |
Term (years) | 2 years 9 months | |
Stock Appreciation Rights (SARs) [Member] | Minimum [Member] | ||
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 45% | |
Risk-free interest rates | 3.67% | |
Term (years) | 2 years 7 months 17 days | |
Stock Appreciation Rights (SARs) [Member] | Maximum [Member] | ||
EQUITY (Details) - Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Line Items] | ||
Volatility | 53.30% | |
Risk-free interest rates | 4.87% | |
Term (years) | 2 years 6 months 3 days |
EQUITY (Details) - Schedule _2
EQUITY (Details) - Schedule of Share-based Compensation, Shares Authorized under Stock Option Plans, by Exercise Price Range - Share-Based Payment Arrangement, Option [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2024 | Dec. 31, 2023 | |
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Number of options outstanding (in Shares) | 610,000 | 350,000 |
Weighted average remaining contractual life | 1 year 3 months 7 days | |
Weighted average exercise price of options outstanding | $ 0.96 | $ 0.55 |
Number of options exercisable (in Shares) | 350,000 | |
Weighted average exercise price of options exercisable | $ 0.55 | |
Options at $0.41 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.41 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 25 days | |
Weighted average exercise price of options outstanding | $ 0.41 | |
Number of options exercisable (in Shares) | 125,000 | |
Weighted average exercise price of options exercisable | $ 0.41 | |
Options at $0.50 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.5 | |
Number of options outstanding (in Shares) | 125,000 | |
Weighted average remaining contractual life | 25 days | |
Weighted average exercise price of options outstanding | $ 0.5 | |
Number of options exercisable (in Shares) | 125,000 | |
Weighted average exercise price of options exercisable | $ 0.5 | |
Options at $0.60 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 0.6 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 1 year 9 months | |
Weighted average exercise price of options outstanding | $ 0.6 | |
Number of options exercisable (in Shares) | 43,750 | |
Weighted average exercise price of options exercisable | $ 0.6 | |
Options at $1.00 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1 | |
Number of options outstanding (in Shares) | 50,000 | |
Weighted average remaining contractual life | 1 year 9 months | |
Weighted average exercise price of options outstanding | $ 1 | |
Number of options exercisable (in Shares) | 43,750 | |
Weighted average exercise price of options exercisable | $ 1 | |
Options at $1.25 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.25 | |
Number of options outstanding (in Shares) | 130,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 1.25 | |
Number of options exercisable (in Shares) | 0 | |
Weighted average exercise price of options exercisable | $ 0 | |
Options at $1.75 [Member] | ||
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items] | ||
Exercise prices | $ 1.75 | |
Number of options outstanding (in Shares) | 130,000 | |
Weighted average remaining contractual life | 2 years 3 months | |
Weighted average exercise price of options outstanding | $ 1.75 | |
Number of options exercisable (in Shares) | 0 | |
Weighted average exercise price of options exercisable | $ 0 |
EQUITY (Details) - Schedule _3
EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Share-Based Payment Arrangement, Option [Member] | 3 Months Ended |
Mar. 31, 2024 $ / shares shares | |
EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items] | |
Options Outstanding | shares | 350,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.55 |
Options Exercisable | shares | 350,000 |
Options Exercisable, Weighted Average Exercise Price | $ / shares | $ 0.55 |
Options Issued | shares | 260,000 |
Options Issued, Weighted Average Exercise Price | $ / shares | $ 1.5 |
Options Exercised | shares | 0 |
Options Exercised, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Forfeited or expired | shares | 0 |
Options Forfeited or expired, Weighted Average Exercise Price | $ / shares | $ 0 |
Options Outstanding | shares | 610,000 |
Options Outstanding, Weighted Average Exercise Price | $ / shares | $ 0.96 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details) | 3 Months Ended |
Mar. 31, 2024 USD ($) | |
Mr. Klepfish [Member] | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Payments Of Separation Costs | $ 83,333 |
Mr. Wiernasz [Member] | Insurance, Other [Member] | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Payments Of Separation Costs | 967 |
Mr. Tang [Member] | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Payments Of Separation Costs | 41,125 |
Mr. Tang [Member] | Insurance, Other [Member] | |
RELATED PARTY TRANSACTIONS (Details) [Line Items] | |
Payments Of Separation Costs | $ 2,885 |
MAJOR CUSTOMERS (Details)
MAJOR CUSTOMERS (Details) - Revenue Benchmark [Member] - Customer Concentration Risk [Member] | 3 Months Ended | |
Mar. 31, 2024 | Mar. 31, 2023 | |
U.S. Foods, Inc. [Member] | ||
MAJOR CUSTOMERS (Details) [Line Items] | ||
Concentration Risk, Percentage | 49% | 47% |
Gate Gourmet [Member] | ||
MAJOR CUSTOMERS (Details) [Line Items] | ||
Concentration Risk, Percentage | 17% | 16% |
SUBSEQUENT EVENTS (Details)
SUBSEQUENT EVENTS (Details) | Apr. 17, 2024 |
Performance Shares [Member] | Subsequent Event [Member] | |
SUBSEQUENT EVENTS (Details) [Line Items] | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Description | the Company’s stock price achieved the first price target of $0.87 under the COO Stock Plan and the Company became obligated to issue a total of 196,627 shares to its COO. |