Healthier Choices Management (HCMC) 10-K 27 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Mar. 20, 2017	Jun. 30, 2016
Document And Entity Information
Entity Registrant Name	Healthier Choices Management Corp.
Entity Central Index Key	844,856
Trading Symbol	hcmc
Entity's Reporting Status Current	Yes
Entity a Voluntary Filer	No
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity a Well-known Seasoned Issuer	No
Entity Common Stock, Shares Outstanding		19,643,675,411
Entity Public Float			$ 953,896,440
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
CURRENT ASSETS
Cash and cash equivalents	$ 13,366,272	$ 27,214,991
Due from merchant credit card processor, net of reserves	30,272	9,475
Accounts receivable, net of allowance $ 33,367 and $76,694	25,798	105,992
Inventories	748,551	946,799
Prepaid expenses and vendor deposits	93,229	255,599
Current assets from discontinued operations	52,903	1,033,514
TOTAL CURRENT ASSETS	14,317,025	29,566,370
Property and equipment, net of accumulated depreciation of $293,398 and $211,824 respectively	638,926	410,277
Intangible assets, net of accumulated amortization of $130,171 and $126,000, respectively	1,669,329	929,000
Goodwill	481,314	3,177,017
Other assets	128,157	165,198
TOTAL ASSETS	17,234,751	34,247,862
CURRENT LIABILITIES:
Accounts payable	520,586	394,723
Accrued expenses	779,676	1,225,632
Current portion of capital lease	53,054	60,871
Derivative liabilities - non consenting warrants	955,173	41,089,580
Derivative liabilities - consenting warrants	11,912,906
Current liabilities from discontinued operations	555,810	4,002,691
TOTAL CURRENT LIABILITIES	14,777,205	46,773,497
Capital lease, net of current portion		58,572
TOTAL LIABILITIES	14,777,205	46,832,069
COMMITMENTS AND CONTINGENCIES (SEE NOTE 10)
STOCKHOLDERS' EQUITY (DEFICIT)
Series A convertible preferred stock, $.001 par value, 1,000,000 shares authorized and designated, 0 and 1 share issued and outstanding, respectively, no liquidation value
Common stock, $.0001 par value, 750,000,000,000 shares authorized, 14,213,861,174 issued and outstanding as of December 31, 2016 and 6 issued and outstanding as of December 31, 2015	1,421,386
Additional paid-in capital	3,782,818	846,943
Accumulated deficit	(2,746,658)	(13,431,150)
TOTAL STOCKHOLDERS' EQUITY (DEFICIT)	2,457,546	(12,584,207)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 17,234,751	$ 34,247,862

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Statement of Financial Position [Abstract]
Accounts receivable, allowance for doubtful accounts	$ 33,367	$ 76,694
Property and equipment, accumulated depreciation	293,398	211,824
Intangible assets accumulated amortization	$ 130,171	$ 126,000
Series A convertible preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Series A convertible preferred stock, shares authorized	1,000,000	1,000,000
Series A convertible preferred stock, shares issued	0	1
Series A convertible preferred stock, shares outstanding	0	1
Series A convertible preferred stock, liquidation value	$ 0	$ 0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000,000	750,000,000,000
Common stock, shares issued	14,213,861,174	6
Common stock, shares outstanding	14,213,861,174	6

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
SALES:
Vapor sales, net	$ 6,722,052	$ 5,252,611
Grocery sales, net	3,843,111
Total Sales	10,565,163	5,252,611
Cost of sales vapor	2,979,609	2,172,447
Cost of sales grocery	2,352,201
GROSS PROFIT	5,233,353	3,080,164
EXPENSES:
Advertising	92,124	120,831
Selling, general and administrative	9,700,479	9,374,349
Impairment of goodwill and intangible assets	3,955,362	15,403,833
Retail store and kiosk closing costs	347,656	729,468
Total operating expenses	14,095,621	25,628,481
Operating loss	(8,862,268)	(22,548,317)
OTHER INCOME (EXPENSES):
Amortization of debt discounts	21,599	(833,035)
Amortization of deferred financing costs		(144,903)
Gain on warrant repurchases	5,189,484
Loss on debt extinguishment		(1,497,169)
Cost associated with underwriting offering		(5,279,003)
Non-cash change in fair value of derivative liabilities	15,255,143	42,221,418
Stock-based expense in connection with waiver agreements		(3,748,062)
Other income	640,000
Interest income	45,723	19,323
Interest expense	(15,386)	(108,356)
Interest expense-related party		(80,545)
Total other income (expense)	21,136,563	30,549,668
Net income (loss) from continuing operations	12,274,295	8,001,351
Net income (loss) from discontinued operations	(1,589,803)	(6,200,598)
NET INCOME	10,684,492	1,800,753
Deemed dividend		(38,068,021)
NET INCOME (LOSS) ALLOCABLE TO COMMON SHAREHOLDERS	$ 10,684,492	$ (36,267,268)
NET INCOME (LOSS) PER SHARE-BASIC AND DILUTED:
Continuing operations (in dollars per share)	$ 0	$ (5,011,111.67)
Discontinued operations (in dollars per share)	0	(1,033,433)
NET INCOME (LOSS) PER SHARE BASIC AND DILUTED (in dollars per share)	$ 0	$ (6,044,544.67)
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
BASIC (in shares)	4,102,959,032	6
DILUTED (in shares)	640,656,219,521	6

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) - USD ($)	Convertible Preferred StockSeries A	Treasury Stock	Common Stock	Additional Paid-In Capital	Accumulated Deficit	Total
Balance at Dec. 31, 2014				$ 16,043,713	$ (15,231,903)	$ 811,810
Balance, (in shares) at Dec. 31, 2014			2
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with the Merger (See Note 3)				17,028,399		17,028,399
Issuance of common stock in connection with the Merger (See Note 3) (in shares)			2
Issuance of common stock and warrants in connection with private placement, net of offering costs				447,321		447,321
Reclassification of conversion option from liability to equity				13,300		13,300
Contribution of note and interest payable to Vaporin to capital in connection with the Merger				354,029		354,029
Issuance of common stock in connection with consulting services				143,000		143,000
Issuance of common stock in connection with delivery of restricted stock units
Issuance of common stock in connection with waiver deferral agreements				1,328,196		1,328,196
Warrants issued or modified in connection with convertible note payable				124,211		124,211
Issuance of common stock in connection with waiver agreement				1,297,081		1,297,081
Issuance of common stock in connection with waiver agreement (in shares)			2
Issuance of Series A Units, Series A preferred stock and warrants in connection with underwritten offering				940		940
Issuance of Series A Units, Series A preferred stock and warrants in connection with underwritten offering (in shares)	1
Issuance of unit purchase option to underwriter in connection with Series A Units, Series A preferred stock and warrants				1,552,418		1,552,418
Stock-based compensation expense				582,356		582,356
Deemed dividend on issuance of Series A Units, Series A preferred stock and warrants				(38,068,021)		(38,068,021)
Net income (loss)					1,800,753	1,800,753
Balance at Dec. 31, 2015				846,943	(13,431,150)	(12,584,207)
Balance, (in shares) at Dec. 31, 2015	1		6
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock in connection with cashless exercise of Series A warrants			$ 1,561,977			1,561,977
Issuance of common stock in connection with cashless exercise of Series A warrants (in shares)			15,619,771,345
Warrants exercised				2,936,071		2,936,071
Purchase of treasury stock made in conjunction with the sale of the wholesale business		$ (140,591)		(75,626)		(216,217)
Purchase of treasury stock made in conjunction with the sale of the wholesale business (in shares)		(1,405,910,203)
Treasury stock cancellation		$ 140,591	$ (140,591)
Treasury stock cancellation (in shares)		1,405,910,203	(1,405,910,203)
Issuance of common stock in connection with conversion of Series A convertible preferred stock (in shares)	(1)		26
Stock-based compensation expense				75,430		75,430
Net income (loss)					10,684,492	10,684,492
Balance at Dec. 31, 2016			$ 1,421,386	$ 3,782,818	$ (2,746,658)	$ 2,457,546
Balance, (in shares) at Dec. 31, 2016			14,213,861,174

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
OPERATING ACTIVITIES:
Net income (loss)	$ 10,684,492	$ 1,800,753
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Loss from discontinued operations	1,589,803	6,200,598
Change in allowances for bad debt	663,218	303,509
Depreciation and amortization	374,388	462,103
Loss on disposal of assets	103,312	463,840
Loss on debt extinguishment		1,497,169
Gain on warrant repurchases	(5,189,484)
Accretion of discounts on note receivable from related party	(21,600)
Accrued interest on notes receivable from related party	(11,634)
Amortization of debt discounts		833,034
Amortization of deferred financing cost		144,903
Cost associated with Series A Units Offering		3,726,585
Write-down of obsolete and slow moving inventory	301,898	192,318
Stock-based compensation expense	75,430	725,356
Stock-based expense in connection with waiver agreements		3,748,062
Impairment of goodwill and intangible assets	3,955,362	15,403,833
Non-cash change in fair value of derivative liabilities	(15,255,143)	(42,221,418)
Unit purchase option granted for underwriters' expense		1,552,419
Net cash used in discontinued operating activities	(3,739,171)	(2,094,399)
Changes in operating assets and liabilities:
Due from merchant credit card processors	(20,797)	191,522
Accounts receivable	(197,908)	(328,245)
Inventories	(350,148)	17,217
Prepaid expenses and vendor deposits	121,421	(64,499)
Other assets	37,040	(56,101)
Accounts payable	332,012	(1,192,155)
Accrued expenses	(786,328)	(812,971)
Customer deposits	17,850
NET CASH USED IN OPERATING ACTIVITIES	(7,315,987)	(9,506,567)
INVESTING ACTIVITIES:
Acquisition of grocery store business	(2,910,612)
Acquisition of vapor store businesses		(1,179,270)
Cash received in connection with Merger		136,468
Proceeds from sale of tradename	100,000
Issuance of note receivable to related party in conjunction with sale of wholesale business	(500,000)
Collection of note receivable	173,395
Collection of loan receivable		467,095
Purchases of tradename	(25,000)	(20,000)
Purchases of property and equipment	(25,299)	(194,766)
NET CASH USED IN INVESTING ACTIVITIES:	(3,187,516)	(790,473)
FINANCING ACTIVITIES:
Proceeds from private placement of common stock and warrants, net of offering costs		2,941,960
Cost associated with Series A Units Offering		(3,726,585)
Proceeds from Series A Units issuance		41,378,227
Payments for repurchase of Series A warrants	(3,278,827)
Payment of offering costs in connection with convertible notes payable		(196,250)
Proceeds from issuance of senior convertible notes payable		1,662,500
Principal payments on convertible debentures		(1,750,000)
Principal payments on senior convertible notes payable to related parties		(1,250,000)
Principal payments on notes payable to related party		(1,000,000)
Principal payments on convertible notes payable		(567,000)
Principal payments on term loan payable		(750,000)
Principal payments of capital lease obligations	(66,389)	(52,015)
Proceeds from loan payable from Vaporin, Inc.		350,000
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(3,345,216)	37,040,837
(DECREASE) INCREASE IN CASH	(13,848,719)	26,743,797
CASH - BEGINNING OF YEAR	27,214,991	471,194
CASH - END OF YEAR	13,366,272	27,214,991
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	15,386	251,920
Cash paid for income taxes		2,791
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Deemed dividend		38,068,021
Embedded conversion feature recorded as debt discount and derivative liability		248,359
Warrants exercised	2,936,071
Recognition of debt discount in connection with convertible note issuance		100,800
Warrants issued as an offering costs		87,779
Contribution of note and interest payable to Vaporin to capital in connection with the Merger		354,029
Purchase Price Allocation in connection with the Vaporin Inc. Merger:
Cash		136,468
Accounts receivable		81,256
Merchant credit card processor receivable		201,141
Prepaid expense and other current assets		28,021
Inventory		981,558
Property and equipment		206,668
Accounts payable and accrued expenses		(779,782)
Derivative liabilities		(49,638)
Notes payable, net of debt discount of $54,623		(512,377)
Notes payable - related party		(1,000,000)
Net liabilities assumed		(706,685)
Consideration:
Value of common stock issued		17,028,399
Excess of liabilities over assets assumed		706,685
Total consideration		17,735,084
Amount allocated to goodwill		(15,654,484)
Amount allocated to identifiable intangible assets		(2,080,600)
Remaining unallocated consideration
Preliminary Purchase Price Allocation in connection with the grocery store acquisition:
Amount allocated to goodwill		1,977,533
Amount allocated to other assets		17,736
Amount allocated to Inventory		263,810
Purchase Price		2,259,079
Hold Back obligation		(860,000)
Cash used in retail store acquisitions		$ 1,399,079
Purchase Price Allocation in connection with the grocery store acquisition:
Amount allocated to goodwill	481,314
Property and equipment	500,225
Intangible assets - favorable lease	890,000
Intangible assets - customer relations	60,000
Intangible assets - tradenames and technology	824,500
Inventory	253,524
Accrued expenses	(98,951)
Cash used in the grocery store acquisition	2,910,612
Consideration received:
Note receivable from related party, net of discount	356,895
Note receivable from related party, net of discount	470,485
Treasury stock	140,591
Total consideration	967,971
Assets and liabilities transferred:
Inventory	(258,743)
Accounts receivable, net	(244,735)
Vendor deposits	(40,949)
Accrued expenses	(35,273)
Customer deposits	17,850
Loss on repurchase of treasury stock	61,850
Cash used in the sale of wholesale business	$ 500,000

CONSOLIDATED STATEMENTS OF CAS7

CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	12 Months Ended
	Dec. 31, 2015USD ($)
Statement of Cash Flows [Abstract]
Notes payable, debt discounts	$ 54,623

ORGANIZATION, GOING CONCERN, BA

ORGANIZATION, GOING CONCERN, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, GOING CONCERN, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	Note 1. ORGANIZATION, GOING CONCERN, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS Organization Healthier Choices Management Corp. (the “Company” or “we”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company operates thirteen vape retail stores in the Southeast of the United States of America. The Company offers e-liquids, vaporizers, e-cigarettes and related products through its vape retail stores and online. The Company sold its wholesale business on July 31, 2016. The sale of the wholesale business was not contemplated prior to July 1, 2016. The sale of the wholesale business qualifies as a discontinued operations and accordingly the Company has excluded results for the wholesale business operations from the Company’s continuing operations in the consolidating Statements of Operations for all periods. On June 1, 2016, the Company acquired the business assets of Ada’s Whole Food Market LLC, a natural and organic grocery store, through its wholly owned subsidiary Healthy Choice Markets, Inc. The grocery store has been a leader in the natural grocery market in Fort Myers, Florida for the past 40 years, offering fresh, natural and organic products and specializing in facilitating a healthy, well balanced lifestyle. In addition to a comprehensive selection of vitamins and health & beauty products, the grocery store provides a fresh café and an organic juice bar. Going Concern and Liquidity The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate the continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent realizable or settlement values. We had a large number of warrants outstanding with features that made the warrants more debt like and possibly result in cash outflows and were thus classified as derivative liabilities. Additionally, for the year ended December 31, 2015, the Company reported a net loss allocable to common stockholders of approximately $36.3 million and had negative working capital of approximately $17.2 million. These factors raised substantial doubt about our ability to continue as a going concern. During 2016 and early 2017, we took steps to mitigate these factors by: · increasing the number of authorized shares to 750,000,000,000 shares so that there would be sufficient shares available for issuance should all the warrant holders exercise; · entering into a Fifth Amended and Restated Series A Warrant Standstill Agreement (the “Fifth Amendment”) with warrant holders working to effectively eliminate the possibility that warrant holders will exercise for anything other than shares, and · extending a tender offer to repurchase its Series A warrants which resulted in 10,073,884 (on a pre-split basis) of the warrants to be repurchased for $0.22 per warrant. The steps above substantially lowered our potential cash exposure. As a result, as of the date of the issuance of these financial statements, we believe our plans have alleviated substantial doubt about the Company’s ability to sustain operations for the foreseeable future through a year and a day from the issuance of these consolidated financial statements. Sourcing and Vendors. We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. As of December 31, 2016, we purchased approximately 75% of the goods we sell from our top 20 suppliers. For the fiscal year ended December 31, 2016, approximately 40% of our total purchases were from one vendor. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with GAAP. The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Healthy Choice Markets, Inc. The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, Vaporin Florida, Inc., All intercompany accounts and transactions have been eliminated in consolidation.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Reclassifications Certain prior period amounts in the consolidated financial statements related to stock splits and the sale of discontinued operations have been reclassified to conform to the current period’s presentation. No changes to the Company’s net loss were made as a result of such reclassifications. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S. Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the valuation of the net assets acquired in acquisitions. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Revenue Recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales revenues are recorded at the point of sale when both title and risk of loss is transferred to the customer. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its consolidated statements of operations. Shipping and Handling Shipping charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For the years ended December 31, 2016 and 2015 shipping and handling costs of $105,486 and $132,331, were included in cost of sales, respectively. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash and cash equivalents are concentrated in one large financial institution. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company’s cash equivalent at December 31, 2016 and 2015 was a money market account. The Company has not experienced any losses in such accounts. Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances 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 provision for allowances will change. At December 31, 2016, accounts receivable balances included a concentration from three customers with receivable balances ranging from approximately $9,000 to $24,000, all of which are greater than 10% of the total net accounts receivable balance. At December 31, 2015, accounts receivable balances included concentrations from four customers that had balances of an amount greater than 10%. The amounts ranged from $33,000 to $84,000. For the years ended December 31, 2016 and 2015, the Company had no customers with sales in excess of 10%. Due from Merchant Credit Card Processor Due from merchant credit card processor represents monies held by the Company’s credit card processors. The funds are being held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds from customers. Inventories Inventories are stated at average cost. If the cost of the inventories exceeds their net realizable value, provisions are recorded to write down excess inventory to its net realizable value. The Company’s inventories consist primarily of merchandise available for resale. The Company’s inventory consists of fresh produce, perishable grocery items and non-perishable consumable goods that are immediately available for sale. Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: Description Useful Lives Warehouse fixtures 2 years Signage 5 years Furniture and fixtures 5 years Computer hardware 3 years Appliance 3-5 years Cooler 5 years Machinery 5-7 years Displays 5-7 years Leasehold improvements Life of lease Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over 5 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indefinite-lived intangible assets, such as goodwill are not amortized. The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also reevaluates the depreciable lives for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the asset’s carrying value. Advertising The Company expenses advertising costs as incurred. Warranty Liability The Company’s limited lifetime warranty policy generally allows its end users of vape products and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying consolidated balance sheets. The warranty claims and expenses were not deemed material for the years ended December 31, 2016 and 2015. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. Fair Value Measurements The Company applies the provisions of ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”). The Company’s short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short-term nature. The Company’s other financial instruments include notes payable obligations and derivative liabilities. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 – inputs that are unobservable. Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Stock-based compensation for non-employees is measured at the grant date, is re-measured at subsequent vesting dates and reporting dates, and is amortized over the service period. Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, “Derivative Instruments and Hedging Activities,” (“ASC 815”) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For complex instruments, the Company utilizes custom Monte Carlo simulation models. For less complex instruments, such as free-standing warrants, the Company generally uses the Binomial Lattice model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Binomial Lattice model or the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s net income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative losses. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative gains. Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should be bifurcated from their host instruments in accordance with ASC 815. The Company records discounts to convertible notes for the fair value of bifurcated embedded conversion options embedded in debt instruments and the relative fair value of freestanding warrants issued in connection with convertible debt instruments. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method over a short-term period. Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares. Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Shares that are subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which include preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, preferred shares are classified as stockholders’ equity. Treasury Stock When the Company acquires its own common stock (“treasury stock”), the consideration paid, including any directly attributable incremental costs (net of tax), is deducted from equity. No gain is recognized on the purchase, sale, or cancellation of the treasury stock. When a loss results from the purchase of treasury stock at a premium, the related costs are expensed in the period incurred. The difference between the carrying amount and the consideration on sale is recognized as capital surplus. Discontinued Operations On July 31, 2016, the Company sold its wholesale inventory and related operations. The sale of the wholesale business qualifies as discontinued operations and accordingly the Company has excluded results for the wholesale business operations from the Company’s continuing operations in the consolidating Statements of Operations for all periods presented. Adopted Accounting Pronouncements In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The implementation of this update did not have a material effect on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016 (see Note 4). The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The implementation of this update did not have a material effect on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued this ASU as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in this ASU align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. The amendments in ASU 2015-17 are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The implementation of this update did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition and most industry-specific guidance throughout the ASC. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. To allow entities additional time to implement systems, gather data and resolve implementation questions, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, in August 2015, to defer the effective date of ASU No. 2014-09 for one year, which is fiscal years beginning after December 15, 2017. Early adoption is permitted commencing January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements or disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and annual and interim periods thereafter, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This ASU amends the principal versus agent guidance in ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was issued in May 2014 (“ASU 2014-09”). The effective date and transition requirements for the amendment to ASU 2014-09 are the same as those of ASU 2014-09, which was deferred for one year by ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. That is, the guidance under these standards is to be applied using a full retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. The Company is currently evaluating the provisions of each of these standards and assessing their impact on the Company’s consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial statements or disclosures. In April 2016, the FASB issued ASU 2016-10 (Topic 606) “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (“ASU2-16-10”). ASU 2016-10 clarifies the principle for determining whether a good or service is “separately identifiable” from other promises in the contract and, therefore, should be accounted for as a separate performance obligation. In that regard, ASU 2016-10 requires that an entity determine whether its promise is to transfer individual goods or services to the customer, or a combined item (or items) to which the individual goods and services are inputs. In addition, ASU 2016-10 categorizes intellectual property, or IP, into two categories: “functional” and “symbolic.” Functional IP has significant standalone functionality. All other IP is considered symbolic IP. Revenue from licenses of functional IP is generally recognized at a point in time, while revenue from licenses of symbolic IP is recognized over time. ASU 2016-10 has the same effective date and transition requirements as ASU 2014-09, as amended by ASU 2015-14. The Company is currently evaluating the effect that adoption of ASU 2016-10 will have on its consolidated financial statements or disclosures. In August 2016, the FASB issued ASU 2016-15 (Topic 230), “Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments”. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” (“ASU 2017-01”). The amendments in ASU 2017-01 is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 along with amending other parts of the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. At adoption, this update will require a prospective approach. The Company is currently evaluating the impact of adopting this guidance.

ACQUISITION AND DISPOSAL

ACQUISITION AND DISPOSAL	12 Months Ended
	Dec. 31, 2016
Business Combinations [Abstract]
ACQUISITION AND DISPOSAL	Note 3. ACQUISITION AND DISPOSAL MERGER WITH VAPORIN, INC. On December 17, 2014, the Company entered into the Merger Agreement with Vaporin pursuant to which Vaporin was to merge with and into the Company with the Company being the surviving and controlling entity (as a result of the stockholders of the Company maintaining more than 50% ownership in the Company’s outstanding shares of common stock and the Company’s directors comprising the majority of the board at the date of the Merger). The Merger closed on March 4, 2015 and the purchase price consideration paid by the Company consisted of the following: 1. 100% of the issued and outstanding shares of Vaporin common stock (including shares of common stock issued upon conversion of Vaporin preferred stock immediately prior to the consummation of the merger in accordance with the Merger Agreement) were converted into, and became 1.94 shares of the Company’s common stock such that the former Vaporin stockholders collectively hold approximately 45% of the then issued and outstanding shares of the Company’s common stock following consummation of the Merger. The aggregate value of these shares issued was $14,949,328, or approximately $7,700,000 per share, and was based on the closing price of the Company’s common stock on March 4, 2015. 2. 100% of the issued shares of Vaporin restricted stock units were converted into the right to receive 0.27 shares of the Company’s common stock. The restricted stock units became fully-vested in connection with the Merger and as a result, were included as a part of the Company’s purchase price as no further services from the holders wererequired to be provided to the Company. The aggregate value of these shares issued was $2,079,071, or approximately $7,700,000 per share, and was based on the closing price of the Company’s common stock on March 4, 2015. Based on the terms of the Merger Agreement, the Company agreed to issue these in twelve equal monthly instalments, with the first delivery date being the date of the closing of the Merger, however, all shares of common stock were delivered by February 4, 2016. The Merger Agreement contained customary conditions that were satisfied prior to the closing of the Merger, including the requirement for the Company to receive gross proceeds from a $3.5 million equity offering. The Company incurred approximately $559,000 of acquisition costs in connection with the Merger that were recorded to selling, general and administrative expenses. The Merger was accounted for as a business combination. Accordingly, the fair value of the purchase consideration issued to the sellers of Vaporin was allocated to fair value of the net tangible assets acquired, with the resulting excess allocated to separately identifiable intangibles, and the remainder recorded as goodwill. Goodwill recognized from the transactions mainly represented the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The purchase price allocation was based, in part, on management’s knowledge of Vaporin’s business and the results of a third-party appraisal commissioned by management. Purchase Consideration Value of consideration paid: $ 17,735,084 Tangible assets acquired and liabilities assumed at fair value Cash $ 136,468 Accounts receivable 81,256 Merchant credit card processor receivable 201,141 Prepaid expense and other current assets 28,021 Inventory 981,558 Property and equipment 206,668 Accounts payable and accrued expenses (779,782 ) Derivative Liabilities (49,638 ) Notes payable, net of debt discount of $54,623 (512,377 ) Notes payable – related party (1,000,000 ) Net liabilities assumed $ (706,685 ) Consideration: Value of common stock issued $ 17,028,399 Excess of liabilities over assets assumed 706,685 Total consideration $ 17,735,084 Identifiable intangible assets Trade names and technology $ 1,500,000 Customer relationships 488,274 Assembled workforce 92,326 Total Identifiable Intangible Assets 2,080,600 Goodwill 15,654,484 Total allocation to identifiable intangible assets and goodwill $ 17,735,084 In addition, in connection with the Merger, an aggregate $354,029 of a note and interest payable by the Company to Vaporin was forgiven. In connection with the Merger Agreement, the Company also issued 0.0354 warrants to purchase the Company’s common stock to certain warrant holders of Vaporin as replacement for warrants issued in connection with previous Vaporin note payable issuances. In addition, the Company also issued 0.0028 options to purchase common stock to certain holders of Vaporin as replacement for options issued for services. The Company determined that based on the remaining term of the warrants and options as well as the nature of the remaining services to be provided by the holders that the value of the warrants and options at the date of the Merger was not material. The accounting and reporting operations of Vaporin were fully integrated into the Company on the date of the Merger and it is impracticable to separate. In connection with the acquisition of Vaporin, the Company acquired net deferred tax assets consisting of net operating loss carryforwards offset by the difference between the book and tax basis of intangible assets acquired. At the acquisition date this net deferred tax asset was completely offset by a valuation allowance as it was more likely than not that the Company’s would not have ability to use the deferred tax asset. The following presents the unaudited pro-forma combined results of operations of the Company with Vaporin as if the Merger occurred on January 1, 2015. For the Year Ended 2015 Vapor Sales $ 6,368,874 Net Loss from Continuing operations $ (31,464,401 ) Net loss from discontinued operations $ (6,200,598 ) Net loss allocable to common shareholders (37,664,999 ) Net loss per share- basic and diluted (6,292,880 ) Continuing operations (1,240,119 ) Discontinued operations (7,532,999 ) Weighted average number of shares outstanding 5 The unaudited pro-forma results of operations are presented for information purposes only. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2015 or to project potential operating results as of any future date or for any future periods. The Joint Venture On December 17, 2014, the Company and Vaporin agreed to enter into the Joint Venture through Emagine, a Delaware limited liability company of which the Company and Vaporin are 50% members. The Operating Agreement provides that Vaporin will serve as the initial manager of Emagine and will manage the day-to-day operations of Emagine, subject to certain customary limitations on managerial actions that require the unanimous consent of the Company and Vaporin, including but not limited to making or guaranteeing loans, distributing cash or other property to the members of Emagine, entering into affiliate transactions, amending or modifying limited liability company organizational documents, and redeeming or repurchasing membership interests from any of the members. The results of operations of Emagine from January 1, 2015 through the date of the Merger were not material. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company. Retail Stores and Kiosks Retail Stores During 2015, the Company acquired the assets and business operations of established retail vapor stores. The purchase prices were generally allocated to inventory, leasehold improvements, fixtures, security deposits, intangible assets, and goodwill. No liabilities were assumed from the sellers and the Company has no obligation to retain existing employees. The Company incurred aggregate cost of $2,259,079 for the acquisitions after the Merger. Leasehold improvements and fixtures acquired were not considered material to these purchases. The Company holds back a portion of the seller’s purchase price for three to six months during the operational transition period (the “hold back period”). If the stores’ gross minimum revenues during the hold back period do not reach an amount agreed upon by the buyer and seller at closing, then the hold back amount due to the seller is reduced in the final settlement. The hold back amount due to sellers of $860,000 was recorded in accrued liabilities at December 31, 2015 as the achievement of the minimum revenue milestones are considered probable. The hold back liability is considered contingent consideration recorded at fair value at each respective acquisition and is re-measured with each reporting period. During the year ended December 31, 2016, the Company made $220,000 of aggregate holdback payments. The remaining $640,000 balance was eliminated as the business did not achieve the targeted net sales figure and the seller was therefore not entitled to the holdback payment. Commissions and ancillary store closing costs totaling approximately $62,271 are expensed as incurred and reflected in selling general and administrative expenses for the year ended December 31, 2015. During 2016, after evaluating retail store operations, management decided to close two of its Atlanta area vape retail stores on February 15, 2016, and September 30, 2016, respectively, and five of its Florida retail vapor stores were closed between May 31 and September 30, 2016. An additional Georgia retail location was closed during the fourth quarter of 2016 The accounting and reporting of the acquired retail store operations were fully integrated into the Company at dates of the individual acquisitions and it is impracticable to separate. Unaudited pro-forma combined results of operations of the Company is not presented, as it is unfeasible to obtain complete, reliable and financial information prepared in accordance with GAAP. The prior owners of the retail store businesses were individuals without reporting requirement and accordingly the financial data available is incomplete, inconsistent, and the presentation would not add value to pro-forma financial disclosure. The Company entered into retail leases for purchased retail locations and the resulting lease obligation are included in the Company’s commitments. The purchase price allocations were based, on management’s knowledge of the retail businesses acquired. Purchase Consideration Goodwill $ 1,977,533 Other assets 17,736 Inventory 263,810 Total allocation to tangible assets and goodwill 2,259,079 Holdback obligation (860,000 ) Cash used in retail store business acquisitions $ 1,399,079 Retail Kiosks The Company opened eight mall retail kiosks for its vaping products in October and November 2014. The Company’s management decided to close the kiosks after evaluating the short-term performance of the locations and to focus expansion efforts on retail stores. During 2015 the Company closed all of its mall kiosks. In connection with the kiosk closings, for the year ended December 31, 2015, the Company incurred $463,840 of loss on disposal of computer equipment, fixtures, and furniture and $265,627 of exit costs for settlement of non-cancellable leases and license obligations. The loss on disposal and exit costs are included in selling, general and administrative expenses. ADA’S Whole Food Market On June 1, 2016, the Company’s wholly owned subsidiary Healthy Choice Markets Inc., entered into a Business Sale Agreement with Ada’s Whole Food Market LLC (the “Seller”) to purchase the certain operating assets and assumed certain payables and a store lease obligation related to that constituted the business of Ada’s Natural Market grocery store (the “Grocery Acquisition”). The Company operates the grocery store under the same name, location, and management. The Company also entered into an employment agreement with the store manager. The Grocery Acquisition was accounted for under the acquisition method of accounting. Accordingly, the acquired assets and assumed liabilities were recorded at their estimated fair values, and operating results for Purchase Consideration Cash paid: $ 2,910,612 Identifiable assets acquired and liabilities assumed at fair value Property and equipment 500,225 Intangible assets - favorable lease 890,000 Intangible assets - tradenames and technology 820,000 Intangible assets - customer relationships 60,000 Intangible assets - website 4,500 Inventory 253,524 Accrued expenses (98,951 ) Net indentifiable assets acquired $ 2,429,298 Total allocated to goodwill $ 481,314 Goodwill arising from the transaction mainly consists of the expected operational synergies upon acquisition of the combined entity and intangibles not qualifying for separate recognition. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business. The favorable lease will be amortized on a straight-line basis over its expected useful life of 15.25 years, which represents the remaining lease term. The tradename will be amortized on a straight-line basis over its expected useful life of ten years. Customer relationships will be amortized on a straight-line basis over their expected useful lives of five years. The website will be amortized on a straight-line basis over its expected useful life of three years. The following presents the unaudited pro-forma combined results of operations of the Company with Ada’s Whole Food Market and Vaporin as if both Acquisitions occurred on January 1, 2015. Year Ended 2016 2015 Retail sales, net $ 6,722,052 $ 6,368,874 Grocery sales, net $ 7,149,223 $ 7,601,653 Net income (loss) from continuing operations $ 12,274,295 $ (30,608,739 ) Net income (loss) from discontinued operations $ (1,589,803 ) $ (6,200,598 ) Net income (loss) allocable to common shareholders $ 10,684,492 $ (36,809,337 ) Net loss per share: Continuing operations $ (0.01 ) $ (6,121,748 ) Discontinued operations $ (0.00 ) $ (1,240,119 ) Net loss allocable to common shareholders $ (0.01 ) $ (7,361,867 ) Weighted average number of shares outstanding 2,506,158,054 5 The unaudited pro-forma results of operations are presented for information purposes only and are based on estimated financial operations. The unaudited pro-forma results of operations are not intended to present actual results that would have been attained had the acquisition been completed as of January 1, 2015 or to project potential operating results as of any future date or for any future periods. Sale of Wholesale Business On July 29, 2016, the Company, entered into an Asset Purchase Agreement (the “Wholesale Business Purchase Agreement”) with VPR Brands, L.P. (the “Purchaser”) and the Purchaser’s Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of the Company) pursuant to which the Company sold its wholesale inventory and the related business operations (collectively, “Wholesale Business Assets”), which previously operated at 3001 Griffin Road, Dania Beach, Florida 33312. The sale transaction was approved by the Company’s Board of Director’s on July 26, 2016 and completed on July 31, 2016. The consideration for the Wholesale Business Assets is (i) a secured, one-year promissory note in the principal amount of $370,000 (the “Acquisition Note”) bearing an interest rate of 4.5%, which payments thereunder are $10,000 monthly, with such payments commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest on July 29, 2017; (ii) A secured, 36-month promissory note in the principal amount of $500,000 bearing an interest rate of prime plus 2%, resetting annually on July 29 th th The sale of the wholesale business qualifies as discontinued operations and, accordingly, the Company has excluded results for the wholesale business operations from the Company’s continuing operations in the consolidated statements of operations for all periods presented. The following table shows the results of the Company’s wholesale operations included in the loss from discontinued operations. Year Ended 2016 2015 Wholesale vapor sales, net $ 3,135,158 $ 5,497,422 Cost of sales – vapor wholesale 2,832,564 5,842,196 Expenses – selling general and administrative 1,262,547 3,955,824 Other Expense 629,850 1,900,000 Total 4,724,961 11,698,020 Loss from discontinued operations attributable to the wholesale business $ (1,589,803 ) $ (6,200,598 ) The major classes of assets and liabilities of discontinued operations on the balance sheet are as follow: December 31, 2016 December 31, 2015 Assets: Accounts receivable $ 39,493 $ 184,104 Due from merchant credit card processor, net 13,410 83,077 Inventories - 583,007 Prepaid expenses and other - 183,326 Current assets of discontinued operations $ 52,903 $ 1,033,514 Liabilities: Accounts payable $ - $ 1,186,622 Accrued expenses 555,810 2,723,571 Customer deposits - 92,498 Total current liabilities of discontinued operations $ 555,810 $ 4,002,691

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2016
Inventory Disclosure [Abstract]
INVENTORIES	Note 4. INVENTORIES Inventories are stated at average cost. If the cost of the inventories exceeds their market value, provisions are recorded to write down excess inventory to its net realizable value. The Company’s inventories consist primarily of merchandise available for resale. December 31, 2016 December 31, 2015 Inventories: Vapor Business $ 399,702 $ 946,799 Grocery Business 348,849 - Total $ 748,551 $ 946,799

NOTES RECEIVABLE

NOTES RECEIVABLE	12 Months Ended
	Dec. 31, 2016
Receivables [Abstract]
NOTES RECEIVABLE	Note 5. NOTES RECEIVABLE On January 12, 2015, the Company entered into an agreement with International Vapor Group, Inc. (“IVG”) whereby the Company agreed to reduce the $500,000 principal amount of the loan receivable by $50,000 if IVG were to remit payment of all principal and interest accrued on the loan receivable within one day. The Company included the write-down of the loan receivable in selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2014. On January 13, 2015, IVG repaid the Company in full. On July 29, 2016, the Company, entered into an Asset Purchase Agreement (the “Wholesale Business Purchase Agreement”) with VPR Brands, L.P. (the “Purchaser”) and the Purchaser’s Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of the Company) pursuant to which the Company sold its wholesale vapor inventory and the related business operations (collectively, “Wholesale Business Assets”), which previously operated at 3800 North 28th Way, Hollywood, Florida 33020 and to purchase 1,405,910,203 shares of the Company’s Common Stock held by Mr. Frija. The sale transaction was approved by the Company’s Board of Director’s on July 26, 2016 and completed on July 31, 2016. The consideration for the Wholesale Business Assets is (i) the transfer to the Company by Mr. Frija of 1,405,910,203 shares of the Company’s common stock that he had acquired on the open market; (ii) a secured, one-year promissory note in the principal amount of $370,000 (the “Acquisition Note”) bearing an interest rate of 4.5%, which payments thereunder are $10,000 monthly, with such payments commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest on July 29, 2017; (iii) A secured, 36-month promissory note in the principal amount of $500,000 bearing an interest rate of prime plus 2%, resetting annually on July 29th,which payments thereunder are $14,000 per month, with such payments deferred and commencing on January 26, 2017, with subsequent installments payable on the same day of each month thereafter and in the 37th month, a balloon payment for all remaining accrued interest and principal; and (iv) the assumption by the Purchaser of certain liabilities related to the Company’s wholesale operations, including but not limited to the month-to-month lease for the premises. Pursuant to the Wholesale Business Purchase Agreement, the Company shall continue to collect the accounts receivable from its wholesale operations as of July 29, 2016, The Company agreed to use its commercially reasonable efforts, consistent with standard industry practice, to collect such accounts receivable, and any and all amounts so collected (i) up to $150,000 (net of any refunds) in the aggregate shall be credited against payment of the Acquisition Note; and (ii) in excess of $150,000 (up to $95,800) will be transferred to the Purchaser’s Chief Executive Officer. The Company records all proceeds related to both notes as income from discontinued operations as proceeds are received. The Company incurred costs to buy back it shares of its Common Stock in conjunction with the sale of its wholesale vapor business. The costs include approximately $43,000 of discounts on the notes receivable to related party, that were issued at below market rates, and $35,000 of professional fees. These costs were recorded as incurred as selling general and administrative expense, a component of the loss from discontinued operations.

PROPERTY & EQUIPMENT and CAPITA

PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment, Net, Including and Excluding Capital Leased Asset [Abstract]
PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS	Note 6. PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS Property and equipment consists of the following: Year Ended 2016 2015 Appliances $ 41,771 $ - Computer hardware & equipment 139,312 160,278 Furniture and fixtures 242,005 243,380 Machinery 92,825 - Displays 302,700 - Warehouse equipment 20,872 20,872 Leasehold improvements 20,647 111,502 Signage 72,192 86,069 932,324 622,101 Less: accumulated depreciation and amortization (293,398 ) (211,824 ) Total property and equipment $ 638,926 $ 410,277 During the years ended December 31, 2016 and 2015, the Company incurred $193,562 and $239,335, respectively, of depreciation expense. As a result of the Company’s wholly owned subsidiary Healthy Choice Markets Inc., entering into a Business Sale Agreement with Ada’s Whole Food Market LLC (the “Seller”), the Company recorded favorable operating lease intangible asset of $890,000. The remaining life of said asset is 15 years and is being amortized on a straight line basis. Total accumulated amortization for the year ended December 31, 2016 was $33,859. Favorable lease terms, net of accumulated amortization, is reflected in other long-term assets on the consolidated balance sheet. Capital Lease Obligations On October 1, 2014, the Company entered into a capital lease obligation in connection with the acquisition of equipment software and licenses for its retail kiosk locations in the principal amount of $179,359. Annual interest on the capital lease obligation is 15.8% and borrowings are to be repaid over 36 months maturing on October 17, 2017. During the year ended December 31, 2016, the Company incurred interest expense associated with the capital lease obligation of $14,614. A portion of the retail kiosk equipment was returned to the vendor, the capital lease obligation was adjusted, and the net book value of the equipment and software licenses was written off at a loss of $124,555 for the year ended December 31, 2015. Depreciation expense of $44,840 was incurred during the year ended December 31, 2015 for equipment held under capital lease obligations. Future minimum lease payments under non-cancelable capital leases that have initial or remaining term in excess of one year as of December 31, 2016, are $60,010 which consist of $53,054 in principle, $3,560 in interest and $3,396 in taxes

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	Note 7. GOODWILL AND INTANGIBLE ASSETS Goodwill represents the premium paid over the fair value of the intangible and net tangible assets acquired in the Merger and other retail business acquisitions. The Company assesses the carrying value of its goodwill on at least an annual basis. At December 31, 2016, management assessed relevant events and circumstances in evaluating whether it was more likely than not that its fair values were less than the respective carrying amounts of the acquired subsidiaries pursuant to ASC 350, “Intangibles, Goodwill and Other”. The Company then evaluated the carrying value of its goodwill by estimating the fair value of its consolidated business operations through the use of discounted cash flow models, which required management to make significant judgments as to the estimated future cash flows. The ceased retail store expansion plan and potential reduction in revenue resulting from pending regulations adversely impacted the Company’s projected cash flows and profits. Accordingly, the Company’s goodwill was evaluated for impairment. As a result of such analysis, the Company concluded that goodwill related to the retail business was impaired for the years ended December 31, 2016 and 2015. The changes in the carrying amount of goodwill for the years ended December 31, 2016 and 2015 are as follows: December 31, December 31, Beginning balance $ 3,177,017 $ - Goodwill from Merger - 15,654,484 Goodwill from acquired retail businesses - 1,977,533 Goodwill from acquired grocery business 481,314 - Impairment of goodwill-retail business (3,177,017 ) (14,455,000 ) Ending balance $ 481,314 $ 3,177,017 The Company’s amortizable intangible assets consist of the trade names and technology, customer relationships, and website that were capitalized in connection with the completion of the Merger and retail store business acquisitions; it also includes a favorable lease acquired with the Ada’s Whole Foods acquisition. Trade names and technology are amortized on a straight-line basis over their useful life of ten years. Customer relationships are amortized on a straight-line basis over their useful lives of five years, the website is amortized on a straight-line basis over its estimated useful life of three years and the favorable lease is amortized on a straight-line basis based on the lease terms. The Company records an impairment charge on its intangible assets if it determines that their carrying value may not be recoverable. The carrying value is not recoverable if it exceeds the undiscounted cash flows resulting from the use of the asset and its eventual disposition. When the Company determines that the carrying value of its intangible assets may not be recoverable, the Company measures the potential impairment based on a projected discounted cash flow method using a discount rate determined by its management to be commensurate with the risk inherent in its current business model. An impairment loss is recognized only if the carrying amount of the intangible assets exceeds its estimated fair value. An impairment charge is recorded to reduce the pre-impairment carrying amount of the intangible assets to their estimated fair value. Determining the fair value is highly judgmental in nature and requires the use of significant estimates and assumptions considered to be Level 3 fair value inputs, including anticipated future revenue opportunities, operating margins, and discount rates, among others. The estimated fair value of the intangible assets was determined based on the income approach, as it was deemed to be most indicative of the Company’s fair value in an orderly transaction between market participants. Upon completion of the analysis as of December 31, 2016 and 2015, the Company determined that certain intangible assets were impaired. Accordingly, the Company recorded an impairment charge of $778,345 and $948,833 during the years ended December 31, 2016 and 2015, respectively. The changes in the carrying amount of intangible assets for the years ended December 31, 2016 and 2015 are as follows: Favorable Lease Trade Names and Technology Customer Relationships Assembled Workforce Website Total Beginning balance, January 1, 2015 $ - $ - $ - $ - $ - $ - Additions from Merger - 1,500,000 488,274 92,326 - 2,080,600 Additions from acquisitions - 20,000 - - - 20,000 Impairment - (465,000 ) (406,895 ) (76,938 ) - (948,833 ) - 1,055,000 81,379 15,388 - 1,151,767 Accumulated amortization - (126,000 ) (81,379 ) (15,388 ) - (222,767 ) Ending balance, December 31, 2015 $ - $ 929,000 $ - $ - $ - $ 929,000 Additions from acquired grocery business 890,000 845,000 60,000 - 4,500 1,799,500 Sale of tradename - (100,000 ) - - - (100,000 ) Impairment - (778,345) - - - (778,345) Accumulated amortization (33,859) (139,092) (7,000) - (875) (180,826) Ending balance, December 31, 2016 $ 856,141 $ 756,563 $ 53,000 $ - $ 3,625 $ 1,669,329 The weighted-average remaining amortization period of the Company’s amortizable intangible assets is approximately 30.44 years as of December 31, 2016. The estimated future amortization of the intangible assets is as follows: For the years ending December 31, $ 2017 222,793 2018 222,793 2019 221,918 2020 221,293 2021 196,794 Thereafter 583,738 Total $ 1,669,329

ACCRUED EXPENSES

ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
ACCRUED EXPENSES	Note 8. ACCRUED EXPENSES Accrued expenses are comprised of the following: For the Year Ended 2016 2015 Accrued Board of Directors $ 29,000 $ - Accrued Loyalty and Gift Cards 85,274 - Accrued severance 37,440 51,145 Accrued payroll and related employee expenses 229,768 124,186 Accrued Delaware Franchise Tax 121,617 - Accrued Litigation and Settlements 70,872 - Accrued legal and professional fees 131,833 - Accrued retail store hold back payments from acquisitions - 860,000 Other accrued liabilities 73,872 190,301 Total $ 779,676 $ 1,225,632

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2016
Debt Disclosure [Abstract]
NOTES PAYABLE	Note 9. NOTES PAYABLE $567,000 Convertible Notes Payable In 2015, Vaporin entered into a Securities Purchase Agreement with certain accredited investors providing for the sale of $567,000 of Vaporin’s Convertible Notes (the “Vaporin Notes”). The Vaporin Notes accrued interest on the outstanding principal at an annual rate of 10%. The principal and accrued interest on the Notes were due and payable between January 20, 2016 and January 23, 2016. The Vaporin Notes were assumed by the Company upon the closing of the Merger on March 4, 2015, at which time a debt discount of $54,623 was calculated. During the year ended December 31, 2015, the Company recorded contractual interest expense of $29,853. The Company amortized $28,859 of deferred debt discount, during year ended December 31, 2015 which is included in amortization of deferred debt discount on the consolidated statements of operations. As of December 31, 2015, the Vaporin Notes were repaid in full, including $567,000 in principal and $29,853 interest, and the Company recorded $25,764 of extinguishment loss. $350,000 Convertible Notes Payable On January 29, 2015, the Company issued a $350,000 convertible promissory note (the “Note”) to Vaporin in consideration of a loan of $350,000 made by Vaporin to the Company. The Note accrued interest on the outstanding principal at an annual rate of 12%. In connection with the completion of the Merger on March 4, 2015, the $350,000 Note along with accrued interest of $4,029 was forgiven. $1,000,000 Note Payable to a Related Party On December 8, 2014, Emagine entered into a Secured Line of Credit Agreement (the “Agreement”), effective as of December 1, 2014, with one affiliated stockholder of the Company and two unaffiliated investors (the “Lenders”). The funds were used to purchase and/or open Vape Stores similar to those operated by the Company. In connection with the completion of the Merger on March 4, 2015, Emagine became a wholly-owned subsidiary of the Company, and the debt was assumed by the Company. For the year ended December 31, 2015, the company recorded $60,285 of interest expense. On August 3, 2015, the Secured Line of Credit Agreement was repaid in full, including $1,000,000 in principal and $80,548 interest. $1,250,000 Senior Convertible Notes Payable to Related Parties On November 14, 2014, the Company entered into securities purchase agreements with certain accredited investors who are also stockholders of Vaporin providing for the sale of $1,250,000 in aggregate principal amount of the Company’s senior convertible notes (the “$1,250,000 Senior Convertible Notes”) and common stock purchase warrants to purchase up to an aggregate of 0.1624 shares of the Company’s common stock with an exercise price of $14,000,000 per share. The $1,250,000 Senior Convertible Notes accrued interest on the outstanding principal at an annual rate of 7% per annum. The principal and accrued interest on the Notes were due and payable on November 14, 2015, the maturity date of the Notes. The Notes were convertible into shares of the Company’s common stock at any time, in whole or in part, at the option of the holder thereof at a conversion price of $7,700,000 per share (the “Conversion Price”). In connection with the sale and issuance of the $1,250,000 Senior Convertible Notes, the Company also issued warrants to acquire an aggregate of 0.1624 shares of the Company’s common stock. The Warrants are exercisable after 180 days from the date of issuance, or May 14, 2015, until the fifth anniversary of such date of issuance at an exercise price of $14,000,000 per share (subject to certain customary adjustments upon the occurrence of certain events, including but not limited to stock dividends, stock splits, subsequent rights offerings of the Company, pro rata distributions of the Company, and in connection with a Fundamental Transaction. Palladium Capital Advisors, LLC acted as the exclusive placement agent for the $1,250,000 Senior Convertible Notes and, as compensation therefor, the Company paid Palladium Capital Advisors, LLC a placement agent fee of $62,500, included as part of financing fees described above, and issued to them a common stock warrant to purchase up to 0.008 shares of our common stock at an initial exercise price of $14,000,000 per share. The warrant is immediately exercisable and expires on November 14, 2019. The exercise price and number of shares of common stock issuable under the warrant are subject to customary anti-dilutive adjustments for stock splits, stock dividends, recapitalizations and similar transactions. At any time, the warrant may be exercised by means of a “cashless exercise” and the Company will not receive any proceeds at such time. On the date of the issuance of the $1,250,000 Senior Convertible Notes, the Company recorded a debt discount of $1,250,000, of which $701,250 was allocated on a relative fair value basis to the warrants issued and the remaining $548,750 was allocated on a relative fair value basis to the conversion feature embedded within the $1,250,000 Senior Convertible Notes. The debt discount was to be amortized using the effective interest method over the life of the $1,250,000 Senior Convertible Note, as applicable, or until such time that the $1,250,000 Senior Convertible Notes are converted, in full or in part, into shares of common stock of the Company with any unamortized debt discount continuing to be amortized in the event of any partial conversion thereof and any unamortized debt discount being expensed at such time of full conversion thereof. As of December 31, 2015, the $1,250,000 Senior Convertible Notes were repaid in full, including $1,250,000 in principal and $62,549 of interest, and the Company recorded an extinguishment loss of $548,130. During the year ended December 31, 2015, the Company amortized $81,473 of deferred financing costs associated with the $1,250,000 Senior Convertible Notes. For the year ended December 31, 2015, the Company recorded $230,891 of interest expense and amortization expense of $729,167. $1,750,000 Convertible Debenture On June 25, 2015, the Company received gross proceeds of $1,662,500 in connection with entering into a Securities Purchase Agreement, dated as of June 22, 2015, with certain purchasers in exchange for the issuance of convertible notes with a face value of $1,750,000 (the “Debentures”), interest accrued at 10% per annum and a final maturity date of December 22, 2015 (see Note 14- Certain Relationships and Related Party Transactions – for details on related party purchasers). The $87,500 (or 5%) original issue discount was recorded as a debt discount by the Company on the date the Debentures were issued and $19,542 was amortized using the effective interest method over the life of the Debentures during the year ended December 31, 2015, which is included in amortization of debt discounts on the consolidated statements of operations. Amounts of principal and accrued interest under the Debentures were convertible into common stock of the Company at a price per share of $3,500,000. The conversion feature embedded within the Debentures was determined to be a derivative instrument as the exercise price may be lowered if the Company issues securities at a lower price in the future (see Note 11). The aggregate fair value of the embedded conversion feature was $248,359, which was recorded as a derivative liability and a debt discount on the consolidated balance sheet on the date the Debentures were issued. The Company amortized the debt discount using the effective interest method over the life of the Debentures. During the year ended December 31, 2015, the Company recorded $459,144 of interest expense (inclusive of prepayment premiums) and amortized $55,467 of the deferred debt discount. The Company incurred aggregate cash offering costs associated with the issuance of the Debentures of $196,250. Net proceeds to the Company from sale of the Debentures, after payment of commissions and legal fees of the lead investor, were $1,466,250. For acting as placement agent in the offering of the Debentures, the Company paid Chardan Capital Management, LLC (the “Placement Agent”) a fee equal to 10% of the gross proceeds from the sale of the Debentures, and issued the Placement Agent 1,000 five-year warrants exercisable at $3,500,000 per share. The value of the warrants granted to the placement agent of $87,779 was recorded as deferred financing costs on the Company’s consolidated balance sheet that was amortized over the term of the Debentures. During the year ended December 31, 2015, the Company amortized $63,430 of deferred financing costs associated with the Debentures. As of December 31, 2015, the Debentures were paid in full, including $1,750,000 in principal and $459,144 of interest and prepayment premiums, and the Company recorded a $923,275 loss on debt extinguishment. $1,000,000 Term Loan On September 23, 2014, the Company entered into a $1,000,000 term loan (the “Term Loan”) with Entrepreneur Growth Capital, LLC (the “Lender”) secured by a promissory note (the “Secured Note”) and a security interest in substantially all of the Company’s assets. Under the Secured Note, the principal amount of the Term Loan was payable in twelve successive monthly installments of $83,333. The Term Loan bore interest at 14% per year, payable in arrears. The Company used the proceeds of the Term Loan for general working capital purposes. The Company’s Chief Executive Officer and former executive officers personally guaranteed performance of certain of the Company’s obligations under the Term Agreement. During the year ended December 31, 2015, the Company incurred $45,092 of interest expense. The Term Loan was repaid in full on September 1, 2015.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 10. COMMITMENTS AND CONTINGENCIES Lease Commitments The Company leases its Florida office and warehouse facilities under a three-year lease. The lease provides for annual rental payments including taxes of $95,000 per year. During the year ended December 31, 2015, the Company closed eight kiosks. The Company settled the lease commitment with the landlords on all leases with payments totaling $229,536. The landlords also kept the deposits on these leases in the amount of $23,500. These amounts were recorded in selling, general and administrative expenses for a total amount of $265,627 during the year ended December 31, 2015. During the year ended December 31, 2015, the Company settled the lease commitment with the landlord of the retail store located in Ft. Lauderdale, FL. with a single payment of $45,000. The landlord also kept the deposit on these leases in the amount of $8,309. Therefore, the Company incurred lease costs in the total amount of $53,309 included in selling, general and administrative expenses, during the year ended December 31, 2015. During the year ending 2016, the Company closed seven of its retail Vape Stores. The majority of the Vape stores closed were in the Orlando, Florida area and the others were in Georgia. The cost incurred with the closing of these stores amounted to $308.965. The landlords kept the deposits and the store closure cost was recorded in selling, general and administrative expenses during the year ended December 31, 2016 Future minimum lease payments under non-cancelable operating leases that have initial or remaining terms in excess of one year at December 31, 2016 are due as follows: 2017 $ 702,791 2018 574,794 2019 410,880 2020 307,472 2021 128,113 Thereafter - Total $ 2,124,050 Rent expense for the year ended December 31, 2016 and 2015 was $777,310 and $807,857, respectively, is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. Employment Agreements In December 2016, Gina Hicks resigned from her position as the Chief Financial Officer of the Company and in December 2016, the Company appointed John A. Ollet to serve as the Company’s new Chief Financial Officer. On December 12, 2016, the Company entered into a three-year employment agreement with John Ollet. Mr. Ollet’s initial base salary shall be $180,000, $190,000 and $200,000 in years one, two and three, respectively. Mr. Ollet shall be eligible to receive a one-time sign-on bonus of $5,500. Mr. Ollet shall also be entitled to bonuses and other incentives at the discretion of the Company, based in part on Mr. Ollet’s performance. Gina Hicks received severance compensation and accrued vacation in the total amount of $46,154, which is divided into equal weekly payments that ends on March 7, 2017. As of December 31, 2016, $37,440 of accrued severance was included in accrued expenses on the consolidated balance sheet. On September 10, 2015, the Board of Directors approved the decision to replace Mr. James Martin, the Company’s former Chief Financial Officer, with Ms. Gina Hicks. Mr. Martin received severance compensation and accrued vacation in the total amount of $87,500, which is divided into equal weekly payments that end on March 11, 2016. As of December 31, 2015, $33,642 of accrued severance was included in accrued expenses on the consolidated balance sheet. The final payments for Jim Martin’s severance pay was paid in the first quarter of 2016. On August 10, 2015, the Company entered into three-year Employment Agreements with Jeffrey Holman, the Company’s Chief Executive Officer, and Gregory Brauser, the Company’s President. Each of the Employment Agreements provide for an annual base salary of $300,000 and a target bonus in an amount ranging from 20% to 200% of their base salaries subject to the Company meeting certain adjusted earnings before interest, taxes depreciation and amortization (“Adjusted EBITDA”) performance milestones. Adjusted EBITDA is defined in the Employment Agreements as earnings (loss) from continuing operations before interest expense, income taxes, collateral valuation adjustment, bad debt expense, one-time expenses, depreciation and amortization and amortization of stock compensation or Adjusted EBITDA defined in any filing of the Company with the SEC subsequent to the date of the Employment Agreements. Additionally, the Company approved an immediate bonus of $100,000 to each of Mr. Holman and Mr. Brauser. Messrs. Holman and Brauser are also entitled to receive severance payments, including 2 years of their then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company. Effective April 25, 2014, Kevin Frija resigned as the Company’s Chief Executive Officer and the Company’s Board of Directors appointed the Company’s President and incumbent member of the Board, Jeffrey Holman, as the Company’s new Chief Executive Officer. In connection with Mr. Frija’ s resignation as Chief Executive Officer, the Board approved severance payments to Mr. Frija in an aggregate amount equal to one year of base salary at the rate of $159,000 per annum payable in installments in accordance with the Company’s normal payroll schedule conditioned upon his execution and delivery of a general release to the Company, and his compliance with the non-solicitation, confidentiality and non-competition covenants of his Employment Agreement dated February 27, 2012 with the Company until April 24, 2015 in certain respects and indefinitely in other respects. During the year ended December 31, 2014 the Company accrued severance expense in the amount of $167,003, which is included as part of the selling, general and administrative expenses in accompanying consolidated statements of operations in connection with Mr. Frija’ s resignation. During the year ended December 31, 2015 $77,028 was paid to Mr. Frija. Legal Proceedings From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of our business. With respect to legal costs, we record such costs as incurred. Fontem Matters On June 22, 2012, Ruyan Investment (Holding) Limited (“Ruyan”) filed a lawsuit against the Company alleging infringement of U.S. Patent No. 8,156,944 (the “944 Patent”). Ruyan also filed separate cases for patent infringement against nine other defendants asserting infringement of the 944 Patent. Ruyan’s second lawsuit against the Company known as Ruyan Investment (Holdings) Limited vs. Vapor Corp. CV-12-5466 On February 25, 2013, Ruyan’s second patent infringement lawsuit against the Company as well as all of the other consolidated lawsuits were stayed as a result of the Court granting a stay in one of the consolidated lawsuits. The Court granted the motion to stay Ruyan’s separate lawsuits against the Company and the other defendants based on the filing of a request for inter partes reexamination of the 944 Patent at the United States Patent and Trademark Office. All reexamination proceedings of the 944 Patent had stayed by the United States Patent and Trademark Office Patent Trial and Appeal Board pending its approval of one or more of them. On March 5, 2014, Fontem Ventures, B.V. and Fontem Holdings 1 B.V. (the successors to Ruyan) filed a complaint against the Company alleging infringement of U.S. Patent No. 8,365,742, entitled “Aerosol Electronic Cigarette”, U.S. Patent No. 8,375,957, entitled “Electronic Cigarette”, U.S. Patent No. 8,393,331, entitled “Aerosol Electronic Cigarette” and U.S. Patent No. 8,490,628, entitled “Electronic Atomization Cigarette. On April 8, 2014, plaintiffs amended their complaint to add U.S. Patent No. 8,689,805, entitled “Electronic Cigarette.” The products accused of infringement by the plaintiff are various Krave, Fifty-one and Hookah Stix products and parts. Eight other companies were also sued in separate lawsuits alleging infringement of one or more of the patents listed above. The Company filed its Answer and Counterclaims on May 1, 2014. On October 21, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-8155. The complaint alleges infringement of United States Patent No. 8,863,752, entitled “Electronic Cigarette”. The products accused of infringement by plaintiffs are various Krave and Fifty-One products and parts On January 15, 2015, the Company filed its Answer and Counterclaims. On December 2, 2014, Fontem Ventures B.V. and Fontem Holdings 1 B.V. filed a complaint against the Company in the U.S. District Court for the Central District of California, captioned Fontem Ventures B.V., et al. v. Vapor Corp., No. 14-cv-09267. The Complaint alleges infringement by the plaintiffs against the Company relating to various Krave, Vapor X and Fifty-One products and parts. Fontem amended its complaint on December 16, 2014, to allege infringement of United States Patent No. 8,910,641, entitled “Electronic Cigarette” against the same products. On January 15, 2015, the Company filed its Answer and Counterclaims. Fontem, by way of its expert, sought $1,982,504 in monetary damages for alleged past infringement. All of the above referenced cases filed by Fontem were consolidated. Effective December 16, 2015, the Company entered into a confidential Settlement Agreement and a non-exclusive royalty-bearing confidential Global License Agreement (“License Agreement”) with Fontem Ventures B.V. (“Fontem”) resulting in the dismissal of all of the aforementioned patent infringement cases by Fontem against the Company. The estimated settlement fee of approximately $1.7 million was included in selling, general and administrative expenses and in accrued expense at December 31, 2015. On January 15, 2016, the Company made a payment of $1.7 million under the terms of the Settlement and License Agreements. In connection with the License Agreement, Fontem granted the Company a non-exclusive license to certain of its products. As consideration, the Company will make quarterly license and royalty payments to Fontem based on the sale of qualifying products as defined in the License Agreement. The term of the License Agreement will continue until all of the patents on the products subject to the agreement are no longer enforceable. California Center for Environment Health Matters On June 22, 2015, the Center for Environment Health, as plaintiff, filed suit against a number of defendants including the Company, its wholly-owned subsidiary, the Vape Store, Inc., Vaporin and another wholly-owned subsidiary, Vaporin Florida, Inc. The lawsuit was filed in the Superior Court of the State of California, County of Alameda. The suit seeks relief under California Proposition 65 which makes it unlawful for businesses to knowingly and intentionally expose individuals in California to chemicals known to cause birth defects or other harm without providing clear and reasonable warnings. All of the defendants are alleged to have sold products containing significant quantities of nicotine without warnings in violation of Proposition 65. On April 6, 2016, the Company and the plaintiff entered into a settlement agreement, which required the Company to (1) make a payment of $45,000 and (2) comply with enhanced product labeling requirements within a set implementation period as defined in the consent judgment. The settlement cost was included in selling, general and administrative expenses and accrued expenses at December 31, 2015. Other Matters On March 2, 2016, Hudson Bay Master Fund Ltd. (“HB”), filed an action against the Company in the Supreme Court of the State of New York, County of New York, captioned Hudson Bay Master Fund Ltd. versus Vapor Corp., Index No. 651094/2016. This action alleged that the Company failed to timely effect exercises of its Series A Warrants delivered by the plaintiff and sought damages of $339,810. On May 10, 2016, solely to avoid the costs, risks and uncertainties inherent in litigation, the Company entered into a settlement agreement with respect to all claims included in the action by HB (the “HB Settlement”). The HB Settlement provided, among other things, that the parties would enter into and file a stipulation of discontinuance that provides for the dismissal of the action against the Company (the “HB Stipulation”). This action by HB was dismissed with prejudice. On June 2, 2016, four Series A Warrant holders, filed an action against the Company in the Supreme Court of the State of New York, County of New York, captioned Empery Asset Master, LTD, Empery Tax Efficient, LP, Empery Tax Efficient II, LP and Intracoastal Capital, LLC versus Vapor Corp., Index No. 652950/2016. This action alleged that the Company failed to timely effect exercises of its Series A Warrants delivered by the plaintiffs and sought aggregate damages of approximately $603,000. Between June 17, 2016 and June 22, 2016, solely to avoid the costs, risks and uncertainties inherent in litigation, the Company entered into settlement agreements with respect to all claims included in the Complaints (the “Settlements”). The Settlements provide, among other things, that the parties would enter into and file a stipulation of discontinuance that provides for the dismissal of the Complaint (the “Stipulation”), and the holders would surrender the balance of their Series A Warrant upon receipt of settlement payments. These actions were dismissed with prejudice. Purchase Commitments At December 31, 2016 and 2015, the Company had vendor deposits of $7,000 and $127,609, respectively, and which are included as a component of prepaid expenses and vendor deposits on the consolidated balance sheets included herewith.

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT)	12 Months Ended
	Dec. 31, 2016
Equity Abstract
STOCKHOLDERS' (DEFICIT) EQUITY	Note 11. STOCKHOLDERS’ EQUITY (DEFICIT) Amendments to Certificate of Incorporation On July 7, 2015, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-five reverse stock split to its Common Stock. On February 1, 2016, the Company filed an amendment to its Certificate of Incorporation to increase its authorized Common Stock to 5,000,000,000, and change the par value to $0.0001. On March 4, 2016, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-seventy reverse stock split to its Common Stock. On June 1, 2016, the Company filed an amendment to its Certificate of Incorporation to effectuate a one-for-twenty thousand reverse stock split to its Common Stock. On August 4, 2016, the Company filed an amendment to its Amended and Restated Certificate of Incorporation to increase the number of shares of the authorized common stock from 5,000,000,000 to 750,000,000,000. Each share entitles the holder to one vote. All warrant, convertible preferred stock, option, common stock shares and per share information included in these consolidated financial statements gives retroactive effect to the aforementioned reverse splits of the Company’s common stock. Equity Plans On July 7, 2015, the stockholders approved the 2015 Equity Incentive Plan (the “2015 Plan”), which is a broad-based plan and awards granted may be restricted stock, restricted stock units, options and stock appreciation rights. On November 21, 2016, the 2015 Plan was amended to increase the number of shares of common stock available for grants to 100,000,000,000. The 2015 Plan had 94,998,999,996 shares of common stock available for grant as of December 31, 2016. The Company’s 2009 Equity Incentive Plan (the “2009 Plan”) was duly adopted by the stockholders on November 24, 2009. The 2009 Plan provides for the granting of incentive stock options to employees, the granting of non-qualified stock options to employees, non-employee directors and consultants, and the granting of restricted stock to employees, non-employee directors and consultants in connection with their retention and/or continued employment by the Company. Options issued under the 2009 Plan generally have a ten-year term and generally become exercisable over a four-year period. Shares subject to awards that expire unexercised or are forfeited or terminated will again become available for issuance under the 2009 Plan. No participant in the 2009 Plan can receive option grants and/or restricted shares for more than 20% of the total shares subject to the 2009 Plan. The 2009 Plan had no shares of common stock available for grant as of December 31, 2016. Preferred Stock The Company’s amended and restated articles of incorporation authorizes the Company’s Board of Directors to issue up to 1,000,000 shares of “blank check” preferred stock, having a $0.001 par value, in one or more series without stockholder approval. Each such series of preferred stock may have such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as determined by the Company’s Board of Directors. See below for details associated with the designation of the 1,000,000 shares of the Series A preferred stock. Series A Unit Public Offering On July 29, 2015, the Company closed a public offering of Units for gross proceeds of approximately $41.4 million and net proceeds of approximately $38.7 million. On January 25, 2016, the Units automatically separated into an aggregate of 0.672 shares of Series A.Preferred Stock, which were convertible in to an aggregate of 27 shares of common stock, and five-year Series A Warrants, exercisable into 54 shares of common stock. Except in the event of a “cashless exercise” as described below, each Series A Warrant is exercisable into one share of common stock at an exercise price of $1,736,000 per share and expires on July 23, 2020. See the Warrants section of this footnote for details related to 2016 warrant activity. The Series A Preferred Stock (a) ranks equal to the common stock on an as converted basis with regard to the payment of dividends or upon liquidation; (b) automatically converts into common stock upon the consummation of a Fundamental Transaction, as defined; (c) has no voting rights, except related to the amendment of the terms of the Series A preferred stock; and (d) has conversion limits whereby the holder may not beneficially own in excess of 4.99% of the common stock. Through December 31, 2016, 0.630 shares of Series A Preferred Stock were converted and the Company issued 26 shares of common stock to settle these conversions, leaving 0.042 shares of Series A Preferred Stock outstanding. The Series A warrants were originally determined to be derivative liabilities because there is a potential cash settlement provision which isn’t under the Company’s control (see Note 12). Utilizing a Monte Carlo valuation method, the issuance date value of the Series A warrant liabilities was calculated to be $79.4 million. Since the value of the Series A warrant liabilities exceeded the gross proceeds from the public offering, the Company recorded a $38.1 million deemed dividend on the preferred stock. Each Series A warrant may be exercised on a cashless basis for the Black Scholes value defined in the warrant agreement. The number of shares of common stock that the Company will issue in connection with the exercise of the Series A warrants is primarily based on the closing bid price of the common stock two days prior to the date of the exercise. If (a) all of the warrants were exercised simultaneously when the Company’s common stock traded below a certain price per share, or (b) the Company does not continue to meet certain Equity Conditions (as defined), the Company may not have sufficient authorized common stock and could be required to use cash to pay warrant holders. In connection with the closing of this offering, the Company incurred $4,779,003 of issuance costs, including cash underwriting fees of $2,722,687, other cash costs of approximately $503,898, and the issuance date value of $1,552,418 (utilizing the Black-Scholes-Merton valuation model) of the underwriter’s five-year Series A unit purchase option, which gives the underwriter the option to purchase 0.034 shares of Series A Convertible Preferred Stock, which were convertible into 1 share of common stock, plus Series A Warrants, which would be currently exercisable into an aggregate of approximately 40,813,223,000 shares of common stock. The shares issuable upon the exercise of the Series A Warrants are calculated (1) using a Black Scholes Value of $1,519,297 per share and a closing stock bid price of $0.0001 per share and (2) assuming the Company delivers only common stock upon exercise of the Series A Warrants and not cash payments as permitted under the terms of the Series A Warrants. All of the issuance costs were allocated to the Series A warrant liabilities because no carrying value was attributed to the Series A preferred stock and, as a result, the issuance costs were expensed immediately. In connection with the closing of this offering, on August 3, 2015, the Company paid Chardan Capital Markets, LLC (“Chardan”) $500,000 in satisfaction of an agreement between Chardan and the Company pursuant to which Chardan waived certain rights to participate in the public offering that were granted to Chardan under its previous agreements with the Company. The $500,000 cost was recorded in other expenses on the consolidated statement of operations for the year ended December 31, 2015. Common Stock Issuance of Common Stock On February 3, 2014, the Company entered into a consulting agreement (the “Consulting Agreement”) with Knight Global Services, LLC (“Knight Global”) pursuant to which the Company retained Knight Global to assist the Company with increasing awareness of its electronic cigarette brands as well as assisting the Company to expand and diversify its relationships with large retailers and national chains. Knight Global is a wholly owned subsidiary of Knight Global, LLC of which Ryan Kavanaugh is an investor and principal. Effective March 5, 2014, the Board of Directors of the Company elected Mr. Kavanaugh as a member of the Board of Directors in accordance with the Consulting Agreement. Knight Global serves as the family office for Mr. Kavanaugh. Under the terms of the Consulting Agreement, the Company issued to Mr. Kavanaugh 0.057 shares of its common stock, of which 0.007 shares vested immediately while the remaining 0.050 shares vest in installments of 0.007 shares per quarterly period beginning on the 90th day following February 3, 2014 and each ensuing quarterly period thereafter so long as the Consulting Agreement has not been terminated and during each quarterly period Knight Global has presented the Company with a minimum of six (6) bona fide opportunities for activities specified in the Consulting Agreement that are intended to increase awareness of the Company’s electronic cigarettes. In addition, during the term of the Consulting Agreement, which is 2 years, and during an 18-month post-termination period, the Company has agreed to pay Knight Global commissions payable in cash equal to 6% of “net sales” (as defined in the Consulting Agreement) of its products to retailers introduced by Knight Global and to retailers with which the Company has existing relationships and with which Knight Global is able, based on its verifiable efforts, to increase net sales of the Company’s products. The grant date fair value of the common shares issued on February 3, 2014 was $3,080,000 based on closing price per share of the Company’s common stock, as reported on the OTC Bulletin Board, on February 3, 2014. On January 24, 2015, the Company and Knight Global mutually agreed to terminate the Consulting Agreement as it was in the best interests of both parties to do so. As a result of such termination, the Company cancelled 0.021 shares that were not vested that had been previously issued to Mr. Kavanaugh. In addition, on January 24, 2015, the Company received notice from Ryan Kavanaugh, a director of the Company that he had resigned from the Company’s board of directors, effective immediately. During the year ended December 31, 2015, the Company recognized Knight Global stock-based compensation of $1,602,933, which was included in selling, general and administrative expense. Private Placement of Common Stock In connection with the Merger, on March 3, 2015, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain accredited investors providing for the sale 0.490 shares of the Company’s common stock for aggregate gross proceeds of $3,500,960. The Company also issued five-year Warrants to purchasers of the shares to acquire an aggregate of 0.392 shares of the Company’s common stock with an exercise price of $8,960,000 per share. The Warrants were deemed to be derivative liabilities due to a potential cash settlement provision which is not in the Company’s control and as a result, the issuance date fair value of $2,494,639 was recorded as a derivative liability. The shares and Warrants were issued and sold through an exempt private security offering to certain accredited investors. The Company incurred aggregate offering costs of $559,000 in connection with the private placement, of which $350,000 was paid to Palladium Capital Advisors, the Company’s placement agent. The initial Form S-3 was filed on April 17, 2015 and was declared effective by the SEC on June 5, 2015, thus meeting the requirements of the Purchase Agreement. Shares Issued in Connection with Waiver Agreements On June 19, 2015, the Company entered into agreements (the “Waivers”), with certain investors in each of its private placement offerings under the Securities Purchase Agreement dated March 3, 2015 (the “2015 Agreement”) and the Securities Purchase Agreement dated November 14, 2014 (the “2014 Agreement,” and with the 2015 Agreement, the “Agreements”). Under the terms of the Waivers, the signatories thereto (the “Prior Investors”) agreed to amend the Agreements and waive or modify certain terms thereunder, including certain restrictions on the completion of subsequent securities offerings by the Company. In exchange, the Company agreed to issue the Prior Investors a total of 0.463 shares of common stock (including 0.101 shares issued to the lead investor under each of the Agreements in its capacity as lead investor) and 0.426 five-year warrants exercisable at $3,535,000 per share. The grant date fair value of the common stock and warrants issued with the Waivers was $1,328,196 and $1,086,354, respectively, and was recorded in other expenses on the consolidated statement of operations for the year ended December 31, 2015. The warrants issued in connection with the Waivers were determined to be derivative instruments because (a) their exercise prices may be lowered if the Company issues securities at a lower price in the future; and (b) there is a potential cash settlement provision which is not in the Company’s control (see Note 12). The aggregate fair value of the warrants was $1,086,354 and was recorded as a derivative liability on the consolidated balance sheet on the date the warrants were issued. The Waivers also resulted in the equity warrants issued pursuant to the 2014 Agreement having their exercise priced adjusted from $14,000,000 to $1,540,000 per share. The Company recognized a 2015 charge of $36,432 for the incremental value of the modified warrants as compared to the original warrants. In the event that, prior to November 14, 2015, the Company issued shares of common stock, or securities convertible into common stock, at an effective price per share of less than $3,780,000, the Prior Investors were entitled to the issuance of additional shares (the “Additional Shares”), the exact amount of which depended on the effective price per share of such subsequent issuance. The Company could not issue any Additional Shares of common stock requiring stockholder approval under the Rules of the Nasdaq Stock Market without receipt of such approval. Subsequently the Company issued shares of common stock in connection with a registered public offering on July 29, 2015. This effectively triggered the need to issue Additional Shares that were calculated by the Company as 1.855 common shares. Pursuant to the Rules of the Nasdaq Stock Market, the Company needed to seek stockholder approval before issuing 1.285 of these shares and such approval was obtained on October 16, 2015. The Company recognized a 2015 charge of $1,297,081 in connection with the issuance of the Additional Shares. Warrants Through December 31, 2016, Series A Warrants to purchase 4 shares of common stock have been exercised through the cashless exercise provision in the Series A Warrants, resulting in the issuance of 15,619,771,347 shares of the Company’s common stock. In addition, Series A Warrants to purchase 8 shares of common stock were repurchased, which could have resulted in the issuance of approximately 116,704,766,499 shares of the Company’s common stock if such Series A Warrants had not been repurchased as of the date of this report. As of December 31, 2016, Series A Warrants to purchase 42 shares of common stock remained outstanding, they have a remaining weighted average term of 3.6 years and they currently have the potential to result in the issuance of approximately 634,754,364,551 shares of common stock. The shares issuable upon the exercise of the Series A Warrants are calculated (1) using a Black Scholes Value of $1,519,297 per share and a closing stock bid price of $0.0001 per share and (2) assuming the Company delivers only common stock upon exercise of the Series A Warrants and not cash payments as permitted under the terms of the Series A Warrants. See Note 16 – Subsequent Events for details related to the January 2017 repurchase of Series A Warrants via a tender offer. Holders (the “Holders”) of approximately 90% of the Series A Warrants are subject to the Amended and Restated Standstill Agreements (the “Standstill Agreements). These Standstill Agreements permit the Holders to effect a “cashless” exercise of the Series A Warrants only on dates when the closing bid price used to determine the “net number” of shares to be issued upon exercise is at or above $0.0001 per share. Pursuant to the terms of the Standstill Agreements, the Holders agreed in certain circumstance to receive only common stock (and not cash) pursuant to such cashless exercise pursuant to Section 1(d) of their Series A Warrants. Those circumstances include if the Company is deemed not to meet the “Equity Conditions” of the Series A Warrants because of the failure of the Company common stock to be listed or quoted on an eligible national securities exchange. A summary of warrant activity for the years ended December 31, 2016 and 2015 is presented below: Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding at January 1, 2015 - $ 14,083,400 Warrants granted 54 1,803,600 Warrants exercised - - Warrants assumed in Merger - 36,711,600 Warrants forfeited or expired - - Outstanding at December 31, 2015 54 $ 1,736,000 Warrants granted - - Warrants exercised (5 ) 1,736,000 Warrants repurchased (7 ) 1,736,000 Warrants forfeited or expired - - Outstanding at December 31, 2016 42 $ 1,736,000 3.6 $ - Exercisable at December 31, 2016 42 $ 1,736,000 3.6 $ - See Note 12 – Fair Value Measurements for additional details related to the Series A Warrants that were exchanged Compensatory Common Stock Summary During the years ended December 31, 2016 and 2015, the Company recognized stock-based compensation expense related to compensatory Common Stock in the amount of $75,000 and $582,000, respectively. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. A summary of compensatory common stock activity for the years ended December 31, 2016 and 2015 is presented below: Weighted Average Issuance Date Total Number Fair Value Issuance Date of Shares per share Fair Value Non-vested, January 1, 2015 0.0 $ 53,900,000 $ 1,540,000 Granted 0.3 7,336,843 2,439,736 Vested (0.3 ) 8,385,754 (2,668,736 ) Forfeited (0.0 ) 47,240,000 (1,181,000 ) Non-vested, December 31, 2015 - $ 7,280,000 $ 130,000 Granted - - - Vested (0.0 ) 7,280,000 (130,000 ) Forfeited - - - Non-vested, December 31, 2016 - $ - $ - Stock Options During December 2016, the Company granted options for the purchase of 5,001,000,004 shares of its common stock to employees, at an aggregate grant date value of $500,100 or $0.0001 per option share. The fair value of employee stock options was estimated using the following Black-Scholes assumptions: For the Year Ended December 31, 2016 2015 Expected term (years) 5 - 6 years n/a Risk free interest rate 1.98% - 2.03% n/a Dividend yield 0% n/a Volatility 428.10% n/a A summary of option activity during the years ended December 31, 2016 and 2015 is as follows: Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2015 0.192 $ 5,101,040 Options granted - Options replaced in merger 0.003 $ 7,860,000 Options exercised - Options forfeited or expired (0.167 ) $ 4,618,600 Outstanding, December 31, 2015 0.028 $ 5,101,040 Options granted 5,001,000,004.000 0.0001 Options replaced in merger - Options exercised - Options forfeited or expired (0.017 ) 11,625,400 Outstanding, December 31, 2016 5,001,000,004.011 $ 0.0001 10.0 $ - Exercisable at December 31, 2016 0.011 $ 20,505,301 4.80 $ - The following table presents additional information related to options as of December 31, 2016: Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $0.0001 $ 0.0001 5,001,000,004.000 $ - - - $ 7,000,000-$13,999,800 $ 8,380,200 0.006 $ 8,380,200 5.6 0.006 $14,000,000 $ 14,000,000 0.002 $ 14,000,000 2.5 0.002 $ 30,449,800-$67,410,000 $ 45,000,600 0.003 $ 45,000,600 4.4 0.003 5,001,000,004.011 4.8 0.011 During the years ended December 31, 2016 and 2015, the Company recognized stock-based compensation expense of $13,636 and $288, respectively, in connection with the amortization of stock options, net of recovery of stock-based charges for forfeited stock options. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. There were no options granted during the year ended December 31, 2015. The weighted average grant date fair value of options granted during the year ended December 31, 2016 was $0.0001 per share. At December 31, 2016, the amount of unamortized stock-based compensation expense on unvested stock options granted to employees, directors and consultants was $486,464 which will be amortized over a weighted average period of 1.7 years. Income (Loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series A convertible preferred stock; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units; and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect is antidilutive. The following table summarizes the Company’s securities that have been excluded from the calculation of basic and dilutive income (loss) per share as their effect would be anti-dilutive: December 31, 2016 2015 Stock options - 0 Series A convertible preferred stock - 27 Warrants - 55 Total - 82 Shares used in calculating basic and diluted net income (loss) per share are as follows: Year Ended December 31, 2016 2015 Basic 4,102,959,032 6 Effect of exercise stock options 5,000,999,976 - Effect of exercise warrants 631,552,260,513 - Diluted 640,656,219,521 6 Significant dilution may occur upon the exercise of the warrants or on the cashless exercise feature described and quantified in Note 11, Warrants section. On February 1, 2017, pursuant to the 2015 Plan, the Company issued a total of 77,000,000,000 options to purchase common stock to certain officers and directors. Twenty-five percent of the options vested upon issuance and the remainder vest equally at the end of the next three calendar quarters.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	Note 12. FAIR VALUE MEASUREMENTS The fair value framework under the FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: · Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; · Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and · Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value only when impairment is recognized or for a business combination. The following table presents nonfinancial assets measured and recorded at fair value on a nonrecurring basis during the years ended December 31, 2016 and 2015: 2016 2015 Description Fair Value Loss Fair Value Loss Goodwill $ - $ (3,177,017 ) $ 3,177,017 $ (14,455,000 ) Intangible assets - (778,345 ) 929,000 (948,833 ) Total $ - $ (3,955,362 ) $ 4,106,017 $ (15,403,833 ) The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2016: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liabilities $ - $ 12,868,079 $ - $ 12,868,079 Total derivative liabilities $ - $ 12,868,079 $ - $ 12,868,079 The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2015: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liabilities $ - $ - $ 41,089,580 $ 41,089,580 Total derivative liabilities $ - $ - $ 41,089,580 $ 41,089,580 Level 3 Valuation Techniques Level 3 financial liabilities consist of the derivative liabilities for which there is no current market for these securities such that the determination of fair value requires significant judgment or estimation and the use of at least one significant unobservable input. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s accounting and finance department and are approved by the Chief Financial Officer. Changes in fair value measurements categorized within Level 3 of the fair value hierarchy are analyzed each period based on changes in estimates or assumptions and recorded as appropriate. The Company deems financial instruments to be derivative instruments if they (a) do not have fixed settlement provisions; or (b) have potential cash settlement provisions which are not within the Company’s control. The embedded conversion feature within the Debentures (see Note 9) and the common stock purchase warrants (a) issued by the Company in connection with the Merger; (b) issued in connection with the March 3, 2015 financing (see Note 3); (c) granted in connection with the Waivers (see Note 11); and (d) issued in connection with the underwritten offering (see Note 3); have all been deemed to be derivative liabilities. In accordance with FASB ASC Topic No. 815-40, “Derivatives and Hedging - Contracts in an Entity’s Own Stock”, the embedded conversion options and the warrants were accounted for as derivative liabilities at the date of issuance and adjusted to fair value through earnings at each reporting date. In accordance with ASC 815, the Company has bifurcated the conversion feature of the convertible Debentures and warrant derivative instruments and recorded derivative liabilities on their issuance date. The Company used a Monte Carlo model and a Binomial Lattice model to value the derivative liabilities. These derivative liabilities are then revalued on each reporting date. The Company’s derivative liabilities are carried at fair value and were classified as Level 3 in the fair value hierarchy due to the use of unobservable inputs. The following tables summarizes the values of certain assumptions used by the Company’s custom models to estimate the fair value of the embedded conversion options and warrant liabilities during the years ended December 31, 2016 and 2015: December 31, 2016 Stock price $ 0.00-756,000.00 Strike price $ 1,540,000 – $1,736,000 Remaining term (years) 3.42 - 4.29 Volatility 418 % -445 % Risk-free rate 1.10% -1.15 % Dividend yield 0.0 % 2015 July 31, July 29, June 25, March 3, Stock price $ 1,218,000 $ 1,400,000 $ 2,380,000 $ 7,700,000 Strike price $ 3,500,000 $ 1,736,000 $ 3,535,000 $ 8,960,000 Remaining term (years) 0.40 5.00 5.00 5.00 Volatility 107 % 107 % 108 % 115 % Risk-free rate 0.12 % 1.62 % 1.70 % 1.61 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % December 31, 2015 Stock price $ 756,000 Strike price $ 1,540,000 - 8,960,000 Remaining term (years) 4.17 - 4.58 Volatility 128 % Risk-free rate 1.76 % Dividend yield 0.0 % The following table sets forth a summary of the changes in the fair value of our Level 3 financial liabilities that are measured at fair value on a recurring basis: For the Year Ended Balance at January 1, 2015 $ - Issuance of Series A warrant liabilities 79,445,308 Issuance of other warrant liabilities and conversion options 3,878,990 Warrants issued in connection with the Waivers (13,300 ) Change in fair value of derivative liabilities (42,221,418 ) Balance at December 31, 2015 $ 41,089,580 Cash paid to repurchase warrants (3,278,827 ) Gain on repurchase of warrants (5,189,484 ) Fair value of Series A Warrants repurchased (8,468,311 ) Warrant exercises (4,498,048 ) Change in fair value of derivative liabilities (15,255,142 ) Reclassification of Series A warrant liability to additional paid in capital — Reclassification of Series A warrant liability to Level 2 (12,868,079 ) Balance at December 31, 2016 — During the year ended December 31, 2016, Series A warrants to purchase an aggregate of 4 and 7 shares of Common Stock which had been accounted for as a derivative liability were exercised and exchanged, respectively. The exercised warrants had an aggregate exercise date value of $4,498,048, which was reclassified to stockholders’ deficit. The exchanged warrants had an aggregate value at exchange date of $8,468,310 which was derecognized and the Company paid $3,278,827 of cash plus Series B warrants with a nominal value, with a resulting extinguishment gain of $5,189,484. The terms of the Series B warrant were agreed upon, but the warrants have not been issued. During the year ended December 31, 2016, certain holders of Series A Warrants executed Standstill Agreements, which were subsequently amended and restated whereby the holders agreed not to exercise Series A Warrants for a specified period of time and under certain circumstances. As of December 31, 2016, the Company transferred the remaining derivative liability related to its Series A Warrants out of Level 3 and into Level 2 in the fair value hierarchy. Level 2 financial liabilities consist of derivative liabilities for which the determination of fair value is based on observable inputs for the liability. Specifically, the Company determined that its offer to purchase its Series A Warrants for $0.22 per warrant was the best indicator of the fair value of the derivative liability as of December 31, 2016. Accordingly, the Company transferred $12,868,079 from the Level 3 fair value hierarchy to the Level 2 fair value hierarchy as of December 31, 2016. The Company uses a sensitivity analysis model to measure the impact of a 10% movement in the per share fair value per warrant. A hypothetical 10% change in the per share fair value of the warrant as of December 31, 2016 would result in $1,286,808 recorded other income (expenses).

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
INCOME TAXES	Note 13. INCOME TAXES The Company did not have a provision for income taxes (current or deferred tax expense) for tax year ended December 31, 2016 and December 31, 2015. The following is a reconciliation of the expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: For the Years Ended December 31, 2016 2015 U.S. federal statutory rate 3,632,727 612,254 State and local taxes, net of federal benefit (227,984 ) (308,119 ) Change in fair value of derivatives (5,186,749 ) (14,355,282 ) Settlement of warrants (1,764,424 ) — Goodwill impairment 1,080,186 4,914,700 Change in valuation allowance 2,756,495 5,525,665 True-up & deferred adjustment (220,327 ) 110,006 Stock based compensation 15,826 (144,770 ) Other permanent items (214,142 ) 71,623 Forfeitures & expiration of stock comp 118,691 356,090 Stock issuance costs & compensation wavers 78,640 2,830,944 Change in tax rate (36,381 ) 468,571 Other (32,558 ) (81,682 ) 0 0 As of December 31, 2016 and 2015, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Years Ended December 31, 2016 2015 Current deferred tax assets: NOL & AMT credit carryforward $ 15,853,308 $ 13,560,973 Inventory reserves and allowances 504,104 122,782 Accrued expenses & deferred income 35,413 771,803 Charitable contribution 2,110 1,409 Stock based compensation 46,168 149,793 Net book value of intangible assets 931,417 — Net book value of fixed assets 24,010 5,533 Total current deferred tax assets 17,396,530 14,612,293 Current deferred tax liabilities: Net book value of intangible assets — (277,903 ) Total current deferred tax liabilities — (277,903 ) Net current deferred tax assets 17,396,530 14,334,390 Valuation allowance (17,396,530 ) (14,334,390 ) Net deferred tax assets $ — $ — In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the positive and negative evidence available, management has determined that a valuation allowance of $17,396,530 and $14,334,390 are required at December 31, 2016 and 2015, respectively, to reduce the deferred tax assets to amounts that are more likely than not to be realized. Should the factors underlying management’s analysis change, future valuation adjustments to the Company’s net deferred tax assets may be necessary. At December 31, 2016 the Company had U.S. federal and state net operating loss carryforwards (“NOLS”) of $43,058,505 and $31,760,278, respectively. These NOLs expire beginning in 2030. Utilization of our NOLS may be subject to an annual limitation under section 382 and similar state provisions of the Internal Revenue Code due to changes of ownership that may have occurred or that could occur in the future, as defined under the regulations. As required by the provisions of ASC 740, the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the consolidated financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Differences between tax positions taken or expected to be taken in a tax return and the net benefit recognized and measured pursuant to the interpretation are referred to as “unrecognized benefits.” A liability is recognized (or amount of NOL or amount of tax refundable is reduced) for an unrecognized tax benefit because it represents an enterprise’s potential future obligation to the taxing authority for a tax position that was not recognized as a result of applying the provisions of ASC 740. If applicable, interest costs and penalties related to unrecognized tax benefits are required to be calculated and would be classified as interest and penalties in general and administrative expense in the statement of operations. As of December 31, 2016 and 2015, no liability for unrecognized tax benefit was required to be reported. No interest or penalties were recorded during the years ended December 31, 2016 and 2015. The Company does not expect any significant changes in its unrecognized tax benefits in the next year. The Company files U.S. federal and Alabama, Connecticut, Florida, Georgia, Massachusetts, New York, North Carolina, and Tennessee state income tax returns. As of December 31, 2016, the Company’s U.S. and state tax returns remain subject to examination by tax authorities beginning with the tax year ended December 31, 2013.

CERTAIN RELATIONSHIPS AND RELAT

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	Note 14. CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS On July 29, 2016, the Company, entered into an Asset Purchase Agreement (the “Wholesale Business Purchase Agreement”) with VPR Brands, L.P. (the “Purchaser”) and the Purchaser’s Chief Executive Officer, Kevin Frija (the former Chief Executive Officer of the Company) pursuant to which the Company sold its wholesale vapor inventory and the related business operations (collectively, “Wholesale Business Assets”), which previously operated at 3001Griffin Road, Dania Beach, FL 33012 and to purchase 1,405,910,203 shares of the Company’s Common Stock held by Mr. Frija. The sale transaction was approved by the Company’s Board of Director’s on July 26, 2016 and completed on July 31, 2016. The consideration for the Wholesale Business Assets is (i) the transfer to the Company by Mr. Frija of 1,405,910,203 shares of the Company’s common stock that he had acquired on the open market; (ii) a secured, one-year promissory note in the principal amount of $370,000 (the “Acquisition Note”) bearing an interest rate of 4.5%, which payments thereunder are $10,000 monthly, with such payments commencing on October 28, 2016, with a balloon payment of the remainder of principal and interest on July 29, 2017; (iii) A secured, 36-month promissory note in the principal amount of $500,000 bearing an interest rate of prime plus 2%, resetting annually on July 29 th th On April 8, 2016, Gregory Brauser informed the Board of his decision to resign from the Board and as President of the Company. Mr. Brauser’s resignation was not due to any disagreement with the Company on any matters relating to the Company’s operations, policies or practices. Through GAB Management Group, Inc., Mr. Brauser will serve as a consultant to the Company pursuant to an Executive Services Consulting Agreement dated as of April 11, 2016, (the “Consulting Agreement”), the term of which is two years. Under the Consulting Agreement, GAB Management Group, Inc., will receive the following benefits in connection with consulting services that its principal, Mr. Brauser, will provide to the Company beginning on April 11, 2016: (1) an engagement fee of $50,000 payable at the time the Consulting Agreement is executed, and (2) thereafter monthly installments of $10,000 for 24 months. As of June 22, 2015, Mr. Michael Brauser, the father of the Company’s President, loaned the Company $400,000, through a company he jointly manages, on identical terms as other investors in the offering (see Note 9 - Notes Payable). The Debentures: (i) mature December 22, 2015, (ii) accrue interest at 10% per year, (iii) are convertible into common stock at $3,500,000 per share and (iv) are secured by a second lien on substantially all of the Company’s assets. The Debentures, accrued interest, and prepayment penalties were repaid on July 31, 2015. The company Mr. Brauser jointly manages, received $104,932 of aggregated prepayment penalties and interest. In November 2014 and March 2015, the Company had engaged in two private placements each of which precluded the Company from using capital or otherwise issuing shares of common stock or common stock equivalents below $14,000,000 and $7,140,000, respectively. In order to raise further capital in the June 2015 private placement, the Company was required to enter into agreements with prior investors (including Mr. Michael Brauser and Alpha Capital Anstalt, a then 5% holder) modifying these covenants. In connection with these modifications, Mr. Brauser received 0.0447 shares of common stock and 0.0527 warrants, a company which Mr. Brauser (the father of the Company’s President) jointly manages received 0.0040 shares and 0.0047 warrants and another company, Alpha Capital Anstalt, which acted as the lead investor in the November 2014 and March 2015 private placements, received 0.1879 shares of common stock and 0.1018 warrants, at an aggregate cost of approximately $59,600 to the Company. The Company issued shares of common stock in connection with a registered public offering on July 29, 2015. This effectively triggered the need to issue additional shares under the agreements with prior investors (including Mr. Michael Brauser and Alpha Capital Anstalt). Pursuant to the Rules of the Nasdaq Stock Market, the Company needed to seek stockholder approval before issuing a number of these Waiver shares and such approval was obtained on October 16, 2015. On August 18, 2015 and November 10, 2015, the Company issued shares of common stock to certain investors under Waiver agreements. Mr. Brauser received 0.1924 of common stock, a company which Mr. Brauser jointly manages received 0.0171 shares and another company, Alpha Capital Anstalt, which acted as the lead investor in the November 2014 and March 2015 private placements, received 0.4810 shares of common stock, at an aggregate cost of approximately $504,000 to the Company. On March 27, 2015, Harlan Press notified the Company of his intention to resign from the Company, effective April 10, 2015. Mr. Press previously served as Chief Financial Officer of the Company. In connection with the Company’s previously disclosed merger with Vaporin, Inc. in March 2015, Mr. Press was appointed Vice-President of Finance of the Company. Mr. Press received severance compensation and accrued vacation in accordance with his employment agreement in the total amount of $159,810, which is divided into equal weekly payments that ended on January 29, 2016. As of December 31, 2016, $17,503 of accrued expenses was paid to Mr. Press. During 2015, the Company purchased, e-liquids sold in its vape retail stores and wholesale operations, respectively from Liquid Science, Inc., a company in which Jeffrey Holman (the Company’s Chief Executive Officer), Gregory Brauser (the Company’s former President) and Michael Brauser each had a 15% beneficial ownership interest. During the twelve months ended December 31, 2016, the Company made approximately $_356,000 or_23% of its purchases of e-liquid from Liquid Science for its continuing operations. Jeffrey Holman sold his ownership interest in Liquid Science, Inc. in April 2016. During 2016, the Company received royalty income from Liquid Science pursuant to the terms of a royalty agreement; approximately $52,000 received during the three months ended March 31, 2016 and $42,000 of royalty income received in July 2016. Pursuant to the royalty agreement between the Company and Liquid Science, as consideration for use of a Company trademark, Liquid science paid a 15% royalty on sales of licensed products sold directly to consumers. The royalty revenue was recorded when received. On July 21, 2016, Liquid Science entered into an asset purchase and license agreement with the Company, whereby the Company irrevocably sold, assigned, transferred, certain trademark, intellectual property, formulations, technology and granted rights to sell and distribute certain brand named products internationally. In conjunction with the sale, the royalty agreement between the Company and Liquid Science was terminated On August 13, 2015, the Company entered into consulting agreements with each of GRQ Consultants, Inc. and Grander Holdings, Inc. GRQ Consultants, Inc. will primarily focus on investor relations and presenting the Company and its business plans, strategy and personnel to the financial community. Grander Holdings, Inc. will primarily assist the Company in further developing and executing its acquisitions strategy, focusing on the Company’s “The Vape Store” properties. Mr. Michael Brauser is the Chief Executive Officer of Grander Holdings, Inc. Pursuant to the agreements, each consultant received an initial fee of $50,000, payable immediately, and $20,000 monthly throughout the 12-month term of each agreement. The Company made payments of $130,000 each to Grander Holdings, Inc. and GRQ Consultants, Inc. during the year ended December 31, 2015. The consulting agreements with Grander Holdings, Inc. and GRQ Consultants were terminated effective February 29, 2016.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2016
Segment Reporting [Abstract]
SEGMENT INFORMATION	Note 15. SEGMENT INFORMATION Prior to the second quarter of 2016, the Company had a single reportable business segment, as it was a distributor and retailer of vapor products including vaporizers, e-liquids and electronic cigarettes. On June 1, 2016, the Company completed the Grocery Acquisition and added a reportable segment. On July 31, 2016, the Company sold its wholesale inventory and related operations. The Company has excluded the results for the wholesale business, as discontinued operations, from the Company’s continuing operations for all periods presented. Management determines the reportable segments based on the internal reporting used by our Chief Operating Decision Makers to evaluate performance and to assess where to allocate resources. The Company evaluates segment performance based on the segment gross profit before corporate expenses. Summarized below are the Net Sales and Segment Operating Profit for each reporting segment: Year Ended Net Sales Segment Gross Profit December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Vapor $ 6,722,052 $ 5,252,611 $ 3,742,443 $ 3,080,164 Grocery 3,843,111 - 1,490,910 - Total $ 10,565,163 $ 5,252,611 5,233,353 3,080,164 Corporate expenses 14,095,621 25,628,481 Operating income loss (8,862,268 ) (22,548,317 ) Corporate other income (expense), net 21,136,563 30,549,668 Net income (loss) from continuing operations 12,274,295 $ 8,001,351 Net loss from discontinued operations (1,589,803 ) (6,200,598 ) Net income (loss) 10,684,492 1,800,753 Deemed Dividend - (38,068,021 ) Net income (loss) allocable to common stockholders $ 10,684,492 $ (36,267,268 ) For the year ended December 31, 2016 depreciation and amortization was $174,376 and $200,012 for Vapor and Grocery, respectively.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2016
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 16. SUBSEQUENT EVENTS The Company evaluates events that have occurred after the balance sheet date but before the consolidated financial statements are issued. Based upon the evaluation, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the accompanying consolidated financial statements other than those set forth below. On February 1, 2017, pursuant to the 2015 Plan, the Company issued a total of 77,000,000,000 options to purchase common stock to certain officers and directors. Twenty-five percent of the options vested upon issuance and the remainder vest equally at the end of the next three calendar quarters. On January 31, 2017, the Company entered into a new employment agreement (the “Employment Agreement”) with the Company’s President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement, Mr. Santi will continue to be employed as the Company’s President and Chief Operating Officer for a three-year term beginning January 30, 2017, and, unless sooner terminated as provided therein, ending January 29, 2020; provided that such term of employment shall automatically extend for successive one-year periods unless either party gives at least thirty days’ advance written notice of its intention not to extend the term of employment. Mr. Santi will receive a base salary of $225,000, increasing to $250,000 and $275,000, respectively, for the second and third years of the Employment Agreement. Mr. Santi shall be eligible to earn an annual bonus at the discretion of the Company’s Board of Directors. During the employment period, Mr. Santi’s employment with the Company may be terminated by the Company for Cause (as defined in the Employment Agreement) or by Mr. Santi at any time and for any reason. In the event that Mr. Santi’s employment is terminated by the Company for any reason other than for Cause or following a Change of Control (as defined in the Employment Agreement), then the Company shall pay to Mr. Santi (i) his accrued but unpaid salary and (ii) severance payments for the applicable Severance Period (as defined in the Employment Agreement). The Employment Agreement also contains customary non-competition, non-solicitation and confidentiality provisions. On December 7, 2016, the Company filed a Tender Offer Statement on Schedule TO pursuant to which the Company offered to purchase up to 32,262,152 Series A warrants for $0.22 per warrant in cash from all holders of its outstanding Series A warrants. The Tender Offer expired on January 17, 2017. As a result of the Tender Offer, a total of 10,073,884 Series A warrants were tendered for a total purchase price of approximately $2.16 million. The above warrant amounts are not reflective of the stock splits that occurred during the calendar year 2016. On March 3, 2017, the Company filed a Certificate of Amendment to its Certificate of Incorporation (as amended) to effect a change of its corporate name to Healthier Choices Management Corp.

SUMMARY OF SIGNIFICANT ACCOUN24

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Reclassifications	Reclassifications Certain prior period amounts in the consolidated financial statements related to stock splits and the sale of discontinued operations have been reclassified to conform to the current period’s presentation. No changes to the Company’s net loss were made as a result of such reclassifications.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S.
Use of Estimates in the Preparation of the Financial Statements	Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, reserves and write-downs of receivables and inventory, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the valuation of the net assets acquired in acquisitions. Certain of our estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.
Revenue recognition	Revenue Recognition The Company recognizes revenue from product sales or services rendered when the following four revenue recognition criteria are met: persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the selling price is fixed or determinable, and collectability is reasonably assured. Product sales revenues, net of promotional discounts, rebates, and return allowances, are recorded when the products are shipped, title passes to customers and collection is reasonably assured. Retail sales revenues are recorded at the point of sale when both title and risk of loss is transferred to the customer. Return allowances, which reduce product revenue, are estimated using historical experience. Revenue from product sales and services rendered is recorded net of sales and consumption taxes. The Company periodically provides incentive offers to its customers to encourage purchases. Such offers include current discount offers, such as percentage discounts off current purchases, inducement offers, such as offers for future discounts subject to a minimum current purchase, and other similar offers. Current discount offers, when accepted by the Company’s customers, are treated as a reduction to the purchase price of the related transaction, while inducement offers, when accepted by its customers, are treated as a reduction to the purchase price of the related transaction based on estimated future redemption rates. Redemption rates are estimated using the Company’s historical experience for similar inducement offers. The Company reports sales, net of current discount offers and inducement offers on its consolidated statements of operations.
Shipping and Handling	Shipping and Handling Shipping charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For the years ended December 31, 2016 and 2015 shipping and handling costs of $105,486 and $132,331, were included in cost of sales, respectively.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash and cash equivalents are concentrated in one large financial institution. The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company’s cash equivalent at December 31, 2016 and 2015 was a money market account. The Company has not experienced any losses in such accounts.
Accounts Receivable and Concentration of Risk	Accounts Receivable and Concentration of Risk Accounts receivable, net is stated at the amount the Company expects to collect, or the net realizable value. The Company provides a provision for allowances that includes returns, allowances and doubtful accounts equal to the estimated uncollectible amounts. The Company estimates its provision for allowances 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 provision for allowances will change. At December 31, 2016, accounts receivable balances included a concentration from three customers with receivable balances ranging from approximately $9,000 to $24,000, all of which are greater than 10% of the total net accounts receivable balance. At December 31, 2015, accounts receivable balances included concentrations from four customers that had balances of an amount greater than 10%. The amounts ranged from $33,000 to $84,000. For the years ended December 31, 2016 and 2015, the Company had no customers with sales in excess of 10%.
Due From Merchant Credit Card Processor	Due from Merchant Credit Card Processor Due from merchant credit card processor represents monies held by the Company’s credit card processors. The funds are being held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds from customers.
Inventories	Inventories Inventories are stated at average cost. If the cost of the inventories exceeds their net realizable value, provisions are recorded to write down excess inventory to its net realizable value. The Company’s inventories consist primarily of merchandise available for resale. The Company’s inventory consists of fresh produce, perishable grocery items and non-perishable consumable goods that are immediately available for sale.
Property and Equipment	Property and Equipment Property and equipment is stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. The Company generally uses the following depreciable lives for its major classifications of property and equipment: Description Useful Lives Warehouse fixtures 2 years Signage 5 years Furniture and fixtures 5 years Computer hardware 3 years Appliance 3-5 years Cooler 5 years Machinery 5-7 years Displays 5-7 years Leasehold improvements Life of lease
Identifiable Intangible Assets and Goodwill	Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over 5 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indefinite-lived intangible assets, such as goodwill are not amortized. The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company.
Impairment of Long Lived Assets	Impairment of Long-Lived Assets The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. In connection with this review, the Company also reevaluates the depreciable lives for these assets. The Company assesses recoverability by determining whether the net book value of the related asset will be recovered through the projected undiscounted future cash flows of the asset. If the Company determines that the carrying value of the asset may not be recoverable, it measures any impairment based on the projected future discounted cash flows as compared to the asset’s carrying value.
Advertising	Advertising The Company expenses advertising costs as incurred.
Warranty liability	Warranty Liability The Company’s limited lifetime warranty policy generally allows its end users of vape products and retailers to return defective purchased rechargeable products in exchange for new products. The Company estimates a reserve for warranty liability and records that reserve amount as a reduction of revenues and as an accrued expense on the accompanying consolidated balance sheets. The warranty claims and expenses were not deemed material for the years ended December 31, 2016 and 2015.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized.
Fair Value Measurements	Fair Value Measurements The Company applies the provisions of ASC 820, “Fair Value Measurements and Disclosures,” (“ASC 820”). The Company’s short term financial instruments include cash, due from merchant credit card processors, accounts receivable, accounts payable and accrued expenses, each of which approximate their fair values based upon their short-term nature. The Company’s other financial instruments include notes payable obligations and derivative liabilities. The carrying value of these instruments approximate fair value, as they bear terms and conditions comparable to market, for obligations with similar terms and maturities. ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 – quoted prices in active markets for identical assets or liabilities; Level 2 – quoted prices for similar assets and liabilities in active market or inputs that are observable; and Level 3 – inputs that are unobservable.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Stock-based compensation for non-employees is measured at the grant date, is re-measured at subsequent vesting dates and reporting dates, and is amortized over the service period.
Derivative Instruments	Derivative Instruments The Company accounts for free-standing derivative instruments and hybrid instruments that contain embedded derivative features in accordance with ASC Topic No. 815, “Derivative Instruments and Hedging Activities,” (“ASC 815”) as well as related interpretations of this topic. In accordance with this topic, derivative instruments and hybrid instruments are recognized as either assets or liabilities in the balance sheet and are measured at fair values with gains or losses recognized in earnings. Embedded derivatives that are not clearly and closely related to the host contract are bifurcated and are recognized at fair value with changes in fair value recognized as either a gain or loss in earnings. The Company determines the fair value of derivative instruments and hybrid instruments based on available market data using appropriate valuation models, giving consideration to all of the rights and obligations of each instrument. The Company estimates fair values of derivative instruments and hybrid instruments using various techniques (and combinations thereof) that are considered to be consistent with the objective of measuring fair values. In selecting the appropriate technique, the Company considers, among other factors, the nature of the instrument, the market risks that it embodies and the expected means of settlement. For complex instruments, the Company utilizes custom Monte Carlo simulation models. For less complex instruments, such as free-standing warrants, the Company generally uses the Binomial Lattice model, adjusted for the effect of dilution, because it embodies all of the requisite assumptions (including trading volatility, estimated terms, dilution and risk free rates) necessary to fair value these instruments. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques (such as the Binomial Lattice model or the Black-Scholes-Merton valuation model) are highly volatile and sensitive to changes in the trading market price of the Company’s common stock. Since derivative financial instruments are initially and subsequently carried at fair values, the Company’s net income (loss) going forward will reflect the volatility in these estimates and assumption changes. Under ASC 815, increases in the trading price of the Company’s common stock and increases in fair value during a given financial quarter result in the application of non-cash derivative losses. Conversely, decreases in the trading price of the Company’s common stock and decreases in trading fair value during a given financial quarter result in the application of non-cash derivative gains.
Convertible Debt Instruments	Convertible Debt Instruments The Company accounts for convertible debt instruments when the Company has determined that the embedded conversion options should be bifurcated from their host instruments in accordance with ASC 815. The Company records discounts to convertible notes for the fair value of bifurcated embedded conversion options embedded in debt instruments and the relative fair value of freestanding warrants issued in connection with convertible debt instruments. The Company amortizes the respective debt discount over the term of the notes, using the straight-line method, which approximates the effective interest method over a short-term period.
Sequencing Policy	Sequencing Policy Under ASC 815-40-35, the Company has adopted a sequencing policy whereby, in the event that reclassification of contracts from equity to assets or liabilities is necessary pursuant to ASC 815 due to the Company's inability to demonstrate it has sufficient authorized shares, shares will be allocated on the basis of the earliest issuance date of potentially dilutive instruments, with the earliest grants receiving the first allocation of shares.
Preferred Stock	Preferred Stock The Company applies the accounting standards for distinguishing liabilities from equity when determining the classification and measurement of its preferred stock. Shares that are subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. The Company classifies conditionally redeemable preferred shares, which include preferred shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control, as temporary equity. At all other times, preferred shares are classified as stockholders’ equity.
Treasury Stock	Treasury Stock When the Company acquires its own common stock (“treasury stock”), the consideration paid, including any directly attributable incremental costs (net of tax), is deducted from equity. No gain is recognized on the purchase, sale, or cancellation of the treasury stock. When a loss results from the purchase of treasury stock at a premium, the related costs are expensed in the period incurred. The difference between the carrying amount and the consideration on sale is recognized as capital surplus.
Discontinued Operations	Discontinued Operations On July 31, 2016, the Company sold its wholesale inventory and related operations. The sale of the wholesale business qualifies as discontinued operations and accordingly the Company has excluded results for the wholesale business operations from the Company’s continuing operations in the consolidating Statements of Operations for all periods presented.
Adopted Accounting Pronouncements	Adopted Accounting Pronouncements In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 explicitly requires management to evaluate, at each annual or interim reporting period, whether there are conditions or events that exist which raise substantial doubt about an entity’s ability to continue as a going concern and to provide related disclosures. ASU 2014-15 is effective for annual periods ending after December 15, 2016, and annual and interim periods thereafter, with early adoption permitted. The implementation of this update did not have a material effect on the Company’s consolidated financial statements. In July 2015, the FASB issued ASU No. 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). ASU 2015-11 requires an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. Subsequent measurement is unchanged for inventory measured using last-in, first-out (“LIFO”) or the retail inventory method. It is effective for annual reporting periods beginning after December 15, 2016 (see Note 4). The amendments should be applied prospectively with earlier application permitted as of the beginning of an interim or annual reporting period. The implementation of this update did not have a material effect on the Company’s consolidated financial statements. In November 2015, the FASB issued ASU No. 2015-17, “Income Taxes (Topic 740): Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). The FASB issued this ASU as part of its ongoing Simplification Initiative, with the objective of reducing complexity in accounting standards. The amendments in ASU 2015-17 require entities that present a classified balance sheet to classify all deferred tax liabilities and assets as a noncurrent amount. This guidance does not change the offsetting requirements for deferred tax liabilities and assets, which results in the presentation of one amount on the balance sheet. Additionally, the amendments in this ASU align the deferred income tax presentation with the requirements in International Accounting Standards (IAS) 1, Presentation of Financial Statements. The amendments in ASU 2015-17 are effective for financial statements issued for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The implementation of this update did not have a material effect on the Company’s consolidated financial statements.
Recent Accounting Pronouncements	Recently Issued Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” (“ASU 2014-09”). ASU 2014-09 supersedes the revenue recognition requirements in ASC 605 - Revenue Recognition and most industry-specific guidance throughout the ASC. The standard requires that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. ASU 2014-09 should be applied retrospectively to each prior reporting period presented or retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized at the date of initial application. To allow entities additional time to implement systems, gather data and resolve implementation questions, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, in August 2015, to defer the effective date of ASU No. 2014-09 for one year, which is fiscal years beginning after December 15, 2017. Early adoption is permitted commencing January 1, 2017. The Company is currently evaluating the impact of the adoption of ASU 2014-09 on its consolidated financial statements or disclosures. In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02 establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods beginning after December 15, 2018, and annual and interim periods thereafter, with early adoption permitted. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. The Company is currently evaluating the impact that the adoption of this new standard will have on its consolidated financial statements. In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). This ASU amends the principal versus agent guidance in ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), which was issued in May 2014 (“ASU 2014-09”). The effective date and transition requirements for the amendment to ASU 2014-09 are the same as those of ASU 2014-09, which was deferred for one year by ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date. That is, the guidance under these standards is to be applied using a full retrospective method or a modified retrospective method, as outlined in the guidance, and is effective for annual periods, and interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted only for annual periods, and interim periods within those annual periods, beginning after December 15, 2016. The Company is currently evaluating the provisions of each of these standards and assessing their impact on the Company’s consolidated financial statements and disclosures. In March 2016, the FASB issued ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 requires an entity to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 is effective for fiscal years beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating ASU 2016-09 and its impact on its consolidated financial statements or disclosures. In April 2016, the FASB issued ASU 2016-10 (Topic 606) “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing” (“ASU2-16-10”). ASU 2016-10 clarifies the principle for determining whether a good or service is “separately identifiable” from other promises in the contract and, therefore, should be accounted for as a separate performance obligation. In that regard, ASU 2016-10 requires that an entity determine whether its promise is to transfer individual goods or services to the customer, or a combined item (or items) to which the individual goods and services are inputs. In addition, ASU 2016-10 categorizes intellectual property, or IP, into two categories: “functional” and “symbolic.” Functional IP has significant standalone functionality. All other IP is considered symbolic IP. Revenue from licenses of functional IP is generally recognized at a point in time, while revenue from licenses of symbolic IP is recognized over time. ASU 2016-10 has the same effective date and transition requirements as ASU 2014-09, as amended by ASU 2015-14. The Company is currently evaluating the effect that adoption of ASU 2016-10 will have on its consolidated financial statements or disclosures. In August 2016, the FASB issued ASU 2016-15 (Topic 230), “Statement of Cash Flows Classification of Certain Cash Receipts and Cash Payments”. The new standard will make eight targeted changes to how cash receipts and cash payments are presented and classified in the statement of cash flows. The new standard is effective for fiscal years beginning after December 15, 2017. The Company will require adoption on a retrospective basis unless it is impracticable to apply, in which case the Company would be required to apply the amendments prospectively as of the earliest date practicable. The Company is currently evaluating the effect that adopting this new accounting guidance will have on its consolidated cash flows and related disclosures. In January 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805) Clarifying the Definition of a Business” (“ASU 2017-01”). The amendments in ASU 2017-01 is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The guidance is effective for annual periods beginning after December 15, 2017, including interim periods within those periods. The Company is currently evaluating the impact of adopting this guidance. In January 2017, the FASB issued ASU 2017-04, “Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 along with amending other parts of the goodwill impairment test. Under ASU 2017-04, an entity should perform its annual or interim goodwill impairment test by comparing the fair value of the reporting unit with its carrying amount, and should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value with the loss not exceeding the total amount of goodwill allocated to that reporting unit. ASU 2017-04 is effective for annual periods beginning after December 15, 2019, and interim periods therein with early adoption permitted for interim or annual goodwill impairment tests performed after January 1, 2017. At adoption, this update will require a prospective approach. The Company is currently evaluating the impact of adopting this guidance.

SUMMARY OF SIGNIFICANT ACCOUN25

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Schedule of estimated future amortization of patents	Description Useful Lives Warehouse fixtures 2 years Signage 5 years Furniture and fixtures 5 years Computer hardware 3 years Appliance 3-5 years Cooler 5 years Machinery 5-7 years Displays 5-7 years Leasehold improvements Life of lease

ACQUISITION AND DISPOSAL (Table

ACQUISITION AND DISPOSAL (Tables)	12 Months Ended
	Dec. 31, 2016
Business Acquisition [Line Items]
Schedule of business consideration	Purchase Consideration Value of consideration paid: $ 17,735,084 Tangible assets acquired and liabilities assumed at fair value Cash $ 136,468 Accounts receivable 81,256 Merchant credit card processor receivable 201,141 Prepaid expense and other current assets 28,021 Inventory 981,558 Property and equipment 206,668 Accounts payable and accrued expenses (779,782 ) Derivative Liabilities (49,638 ) Notes payable, net of debt discount of $54,623 (512,377 ) Notes payable – related party (1,000,000 ) Net liabilities assumed $ (706,685 ) Consideration: Value of common stock issued $ 17,028,399 Excess of liabilities over assets assumed 706,685 Total consideration $ 17,735,084 Identifiable intangible assets Trade names and technology $ 1,500,000 Customer relationships 488,274 Assembled workforce 92,326 Total Identifiable Intangible Assets 2,080,600 Goodwill 15,654,484 Total allocation to identifiable intangible assets and goodwill $ 17,735,084
Schedule of pro forma consolidated results of operation	For the Year Ended 2015 Vapor Sales $ 6,368,874 Net Loss from Continuing operations $ (31,464,401 ) Net loss from discontinued operations $ (6,200,598 ) Net loss allocable to common shareholders (37,664,999 ) Net loss per share- basic and diluted (6,292,880 ) Continuing operations (1,240,119 ) Discontinued operations (7,532,999 ) Weighted average number of shares outstanding 5
Schedule of retail business acquisitions	Purchase Consideration Goodwill $ 1,977,533 Other assets 17,736 Inventory 263,810 Total allocation to tangible assets and goodwill 2,259,079 Holdback obligation (860,000 ) Cash used in retail store business acquisitions $ 1,399,079
Schedule of assets and liabilities of discontinued operations on the balance sheet	Year Ended 2016 2015 Wholesale vapor sales, net $ 3,135,158 $ 5,497,422 Cost of sales – vapor wholesale 2,832,564 5,842,196 Expenses – selling general and administrative 1,262,547 3,955,824 Other Expense 629,850 1,900,000 Total 4,724,961 11,698,020 Loss from discontinued operations attributable to the wholesale business $ (1,589,803 ) $ (6,200,598 ) The major classes of assets and liabilities of discontinued operations on the balance sheet are as follow: December 31, 2016 December 31, 2015 Assets: Accounts receivable $ 39,493 $ 184,104 Due from merchant credit card processor, net 13,410 83,077 Inventories - 583,007 Prepaid expenses and other - 183,326 Current assets of discontinued operations $ 52,903 $ 1,033,514 Liabilities: Accounts payable $ - $ 1,186,622 Accrued expenses 555,810 2,723,571 Customer deposits - 92,498 Total current liabilities of discontinued operations $ 555,810 $ 4,002,691
ADA'S Whole Food Market
Business Acquisition [Line Items]
Schedule of business consideration	Purchase Consideration Cash paid: $ 2,910,612 Identifiable assets acquired and liabilities assumed at fair value Property and equipment 500,225 Intangible assets - favorable lease 890,000 Intangible assets - tradenames and technology 820,000 Intangible assets - customer relationships 60,000 Intangible assets - website 4,500 Inventory 253,524 Accrued expenses (98,951 ) Net indentifiable assets acquired $ 2,429,298 Total allocated to goodwill $ 481,314
Schedule of pro forma consolidated results of operation	Year Ended 2016 2015 Retail sales, net $ 6,722,052 $ 6,368,874 Grocery sales, net $ 7,149,223 $ 7,601,653 Net income (loss) from continuing operations $ 12,274,295 $ (30,608,739 ) Net income (loss) from discontinued operations $ (1,589,803 ) $ (6,200,598 ) Net income (loss) allocable to common shareholders $ 10,684,492 $ (36,809,337 ) Net loss per share: Continuing operations $ (0.01 ) $ (6,121,748 ) Discontinued operations $ (0.00 ) $ (1,240,119 ) Net loss allocable to common shareholders $ (0.01 ) $ (7,361,867 ) Weighted average number of shares outstanding 2,506,158,054 5

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2016
Inventory Disclosure [Abstract]
Schedule of inventories	December 31, 2016 December 31, 2015 Inventories: Vapor Business $ 399,702 $ 946,799 Grocery Business 348,849 - Total $ 748,551 $ 946,799

PROPERTY & EQUIPMENT and CAPI28

PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS (Tables)	12 Months Ended
	Dec. 31, 2016
Property, Plant and Equipment, Net, Including and Excluding Capital Leased Asset [Abstract]
Schedule of property and equipment	Year Ended 2016 2015 Appliances $ 41,771 $ - Computer hardware & equipment 139,312 160,278 Furniture and fixtures 242,005 243,380 Machinery 92,825 - Displays 302,700 - Warehouse equipment 20,872 20,872 Leasehold improvements 20,647 111,502 Signage 72,192 86,069 932,324 622,101 Less: accumulated depreciation and amortization (293,398 ) (211,824 ) Total property and equipment $ 638,926 $ 410,277

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2016
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of carrying amount of goodwill	December 31, December 31, Beginning balance $ 3,177,017 $ - Goodwill from Merger - 15,654,484 Goodwill from acquired retail businesses - 1,977,533 Goodwill from acquired grocery business 481,314 - Impairment of goodwill-retail business (3,177,017 ) (14,455,000 ) Ending balance $ 481,314 $ 3,177,017
Schedule of changes in carrying amount of intangible assets	Favorable Lease Trade Names and Technology Customer Relationships Assembled Workforce Website Total Beginning balance, January 1, 2015 $ - $ - $ - $ - $ - $ - Additions from Merger - 1,500,000 488,274 92,326 - 2,080,600 Additions from acquisitions - 20,000 - - - 20,000 Impairment - (465,000 ) (406,895 ) (76,938 ) - (948,833 ) - 1,055,000 81,379 15,388 - 1,151,767 Accumulated amortization - (126,000 ) (81,379 ) (15,388 ) - (222,767 ) Ending balance, December 31, 2015 $ - $ 929,000 $ - $ - $ - $ 929,000 Additions from acquired grocery business 890,000 845,000 60,000 - 4,500 1,799,500 Sale of tradename - (100,000 ) - - - (100,000 ) Impairment - (778,345) - - - (778,345) Accumulated amortization (33,859) (139,092) (7,000) - (875) (180,826) Ending balance, December 31, 2016 $ 856,141 $ 756,563 $ 53,000 $ - $ 3,625 $ 1,669,329
Schedule of estimated future amortization of the intangible assets	For the years ending December 31, $ 2017 222,793 2018 222,793 2019 221,918 2020 221,293 2021 196,794 Thereafter 583,738 Total $ 1,669,329

ACCRUED EXPENSES (Tables)

ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2016
Payables and Accruals [Abstract]
Schedule of accrued expenses	For the Year Ended 2016 2015 Accrued Board of Directors $ 29,000 $ - Accrued Loyalty and Gift Cards 85,274 - Accrued severance 37,440 51,145 Accrued payroll and related employee expenses 229,768 124,186 Accrued Delaware Franchise Tax 121,617 - Accrued Litigation and Settlements 70,872 - Accrued legal and professional fees 131,833 - Accrued retail store hold back payments from acquisitions - 860,000 Other accrued liabilities 73,872 190,301 Total $ 779,676 $ 1,225,632

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Tables)	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies Disclosure [Abstract]
Schedule of future minimum lease payments uUnder non-cancelable	2017 $ 702,791 2018 574,794 2019 410,880 2020 307,472 2021 128,113 Thereafter - Total $ 2,124,050

STOCKHOLDERS' EQUITY (DEFICIT)

STOCKHOLDERS' EQUITY (DEFICIT) (Tables)	12 Months Ended
	Dec. 31, 2016
Equity Abstract
Summary of warrant activity	Weighted Weighted Average Average Aggregate Number of Exercise Remaining Intrinsic Warrants Price Term (Yrs) Value Outstanding at January 1, 2015 - $ 14,083,400 Warrants granted 54 1,803,600 Warrants exercised - - Warrants assumed in Merger - 36,711,600 Warrants forfeited or expired - - Outstanding at December 31, 2015 54 $ 1,736,000 Warrants granted - - Warrants exercised (5 ) 1,736,000 Warrants repurchased (7 ) 1,736,000 Warrants forfeited or expired - - Outstanding at December 31, 2016 42 $ 1,736,000 3.6 $ - Exercisable at December 31, 2016 42 $ 1,736,000 3.6 $ -
Schedule of compensatory common stock activity	Weighted Average Issuance Date Total Number Fair Value Issuance Date of Shares per share Fair Value Non-vested, January 1, 2015 0.0 $ 53,900,000 $ 1,540,000 Granted 0.3 7,336,843 2,439,736 Vested (0.3 ) 8,385,754 (2,668,736 ) Forfeited (0.0 ) 47,240,000 (1,181,000 ) Non-vested, December 31, 2015 - $ 7,280,000 $ 130,000 Granted - - - Vested (0.0 ) 7,280,000 (130,000 ) Forfeited - - - Non-vested, December 31, 2016 - $ - $ -
Schedule of fair value of employee stock options estimated using weighted-average assumptions	For the Year Ended December 31, 2016 2015 Expected term (years) 5 - 6 years n/a Risk free interest rate 1.98% - 2.03% n/a Dividend yield 0% n/a Volatility 428.10% n/a
Schedule of summary of stock option outstanding under various plans	Weighted Weighted Average Average Number of Exercise Remaining Intrinsic Options Price Term (Yrs) Value Outstanding, January 1, 2015 0.192 $ 5,101,040 Options granted - Options replaced in merger 0.003 $ 7,860,000 Options exercised - Options forfeited or expired (0.167 ) $ 4,618,600 Outstanding, December 31, 2015 0.028 $ 5,101,040 Options granted 5,001,000,004.000 0.0001 Options replaced in merger - Options exercised - Options forfeited or expired (0.017 ) 11,625,400 Outstanding, December 31, 2016 5,001,000,004.011 $ 0.0001 10.0 $ - Exercisable at December 31, 2016 0.011 $ 20,505,301 4.80 $ -
Summary of stock option activity under all option plans	Options Outstanding Options Exercisable Weighted Weighted Weighted Range of Average Outstanding Average Average Exercisable Exercise Exercise Number of Exercise Remaining Life Number of Price Price Options Price In Years Options $0.0001 $ 0.0001 5,001,000,004.000 $ - - - $ 7,000,000-$13,999,800 $ 8,380,200 0.006 $ 8,380,200 5.6 0.006 $14,000,000 $ 14,000,000 0.002 $ 14,000,000 2.5 0.002 $ 30,449,800-$67,410,000 $ 45,000,600 0.003 $ 45,000,600 4.4 0.003 5,001,000,004.011 4.8 0.011
Schedule of anti-dilutive activities excluded from basic and dilutive loss per share	December 31, 2016 2015 Stock options - 0 Series A convertible preferred stock - 27 Warrants - 55 Total - 82
Schedule of shares used in calculating basic and diluted net income (loss) per share	Year Ended December 31, 2016 2015 Basic 4,102,959,032 6 Effect of exercise stock options 5,000,999,976 - Effect of exercise warrants 631,552,260,513 - Diluted 640,656,219,521 6

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Schedule of nonfinancial assets measured and recorded at fair value on a nonrecurring basis	2016 2015 Description Fair Value Loss Fair Value Loss Goodwill $ - $ (3,177,017 ) $ 3,177,017 $ (14,455,000 ) Intangible assets - (778,345 ) 929,000 (948,833 ) Total $ - $ (3,955,362 ) $ 4,106,017 $ (15,403,833 )
Schedule of assets and liabilities measured fair value on recurring basis	The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2016: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liabilities $ - $ 12,868,079 $ - $ 12,868,079 Total derivative liabilities $ - $ 12,868,079 $ - $ 12,868,079 The following table summarizes the liabilities measured at fair value on a recurring basis as of December 31, 2015: Level 1 Level 2 Level 3 Total LIABILITIES: Warrant liabilities $ - $ - $ 41,089,580 $ 41,089,580 Total derivative liabilities $ - $ - $ 41,089,580 $ 41,089,580
Schedule of fair value of assumption of warrant liabilities	December 31, 2016 Stock price $ 0.00-756,000.00 Strike price $ 1,540,000 – $1,736,000 Remaining term (years) 3.42 - 4.29 Volatility 418 % -445 % Risk-free rate 1.10% -1.15 % Dividend yield 0.0 % 2015 July 31, July 29, June 25, March 3, Stock price $ 1,218,000 $ 1,400,000 $ 2,380,000 $ 7,700,000 Strike price $ 3,500,000 $ 1,736,000 $ 3,535,000 $ 8,960,000 Remaining term (years) 0.40 5.00 5.00 5.00 Volatility 107 % 107 % 108 % 115 % Risk-free rate 0.12 % 1.62 % 1.70 % 1.61 % Dividend yield 0.0 % 0.0 % 0.0 % 0.0 % December 31, 2015 Stock price $ 756,000 Strike price $ 1,540,000 - 8,960,000 Remaining term (years) 4.17 - 4.58 Volatility 128 % Risk-free rate 1.76 % Dividend yield 0.0 %
Schedule of changes the fair value of level 3 financial liabilities measured fair value on recurring basis	For the Year Ended Balance at January 1, 2015 $ - Issuance of Series A warrant liabilities 79,445,308 Issuance of other warrant liabilities and conversion options 3,878,990 Warrants issued in connection with the Waivers (13,300 ) Change in fair value of derivative liabilities (42,221,418 ) Balance at December 31, 2015 $ 41,089,580 Cash paid to repurchase warrants (3,278,827 ) Gain on repurchase of warrants (5,189,484 ) Fair value of Series A Warrants repurchased (8,468,311 ) Warrant exercises (4,498,048 ) Change in fair value of derivative liabilities (15,255,142 ) Reclassification of Series A warrant liability to additional paid in capital — Reclassification of Series A warrant liability to Level 2 (12,868,079 ) Balance at December 31, 2016 —

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of effective income tax rate reconciliation	For the Years Ended December 31, 2016 2015 U.S. federal statutory rate 3,632,727 612,254 State and local taxes, net of federal benefit (227,984 ) (308,119 ) Change in fair value of derivatives (5,186,749 ) (14,355,282 ) Settlement of warrants (1,764,424 ) — Goodwill impairment 1,080,186 4,914,700 Change in valuation allowance 2,756,495 5,525,665 True-up & deferred adjustment (220,327 ) 110,006 Stock based compensation 15,826 (144,770 ) Other permanent items (214,142 ) 71,623 Forfeitures & expiration of stock comp 118,691 356,090 Stock issuance costs & compensation wavers 78,640 2,830,944 Change in tax rate (36,381 ) 468,571 Other (32,558 ) (81,682 ) 0 0
Schedule of deferred tax assets and liabilities	Years Ended December 31, 2016 2015 Current deferred tax assets: NOL & AMT credit carryforward $ 15,853,308 $ 13,560,973 Inventory reserves and allowances 504,104 122,782 Accrued expenses & deferred income 35,413 771,803 Charitable contribution 2,110 1,409 Stock based compensation 46,168 149,793 Net book value of intangible assets 931,417 - Net book value of fixed assets 24,010 5,533 Total current deferred tax assets 17,396,530 14,612,293 Current deferred tax liabilities: Net book value of intangible assets - (277,903 ) Total current deferred tax liabilities - (277,903 ) Net current deferred tax assets 17,396,530 14,334,390 Valuation allowance (17,396,530 ) (14,334,390 ) Net deferred tax assets $ - $ -

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2016
Segment Reporting [Abstract]
Schedule of net sales and segment operating profit	Year Ended Net Sales Segment Gross Profit December 31, 2016 December 31, 2015 December 31, 2016 December 31, 2015 Vapor $ 6,722,052 $ 5,252,611 $ 3,742,443 $ 3,080,164 Grocery 3,843,111 - 1,490,910 - Total $ 10,565,163 $ 5,252,611 5,233,353 3,080,164 Corporate expenses 14,095,621 25,628,481 Operating income loss (8,862,268 ) (22,548,317 ) Corporate other income (expense), net 21,136,563 30,549,668 Net income (loss) from continuing operations 12,274,295 $ 8,001,351 Net loss from discontinued operations (1,589,803 ) (6,200,598 ) Net income (loss) 10,684,492 1,800,753 Deemed Dividend - (38,068,021 ) Net income (loss) allocable to common stockholders $ 10,684,492 $ (36,267,268 )

ORGANIZATION, GOING CONCERN, 36

ORGANIZATION, GOING CONCERN, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS (Detail Textuals)	12 Months Ended
	Dec. 31, 2016USD ($)SupplierVendor$ / sharesshares	Dec. 31, 2015USD ($)shares	Aug. 04, 2016shares	Feb. 01, 2016shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Common stock, shares authorized | shares	750,000,000,000	750,000,000,000	750,000,000,000	5,000,000,000
Series A repurchase warrants | shares	10,073,884
Series A warrant exercise price | $ / shares	$ 0.22
Net loss allocable to common stockholders | $	$ 10,684,492	$ (36,267,268)
Working capital deficit | $	$ 17,200,000
Percentage of goods purchased from sell of top suppliers	75.00%
Number of suppliers | Supplier	20
Percentage of total purchases from vendor	40.00%
Number of vendors | Vendor	1

SUMMARY OF SIGNIFICANT ACCOUN37

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	12 Months Ended
	Dec. 31, 2016
Warehouse Fixtures
Significant Accounting Policies [Line Items]
Useful lives	2 years
Signage
Significant Accounting Policies [Line Items]
Useful lives	5 years
Furniture and fixtures
Significant Accounting Policies [Line Items]
Useful lives	5 years
Computer hardware
Significant Accounting Policies [Line Items]
Useful lives	3 years
Appliance | Minimum
Significant Accounting Policies [Line Items]
Useful lives	3 years
Appliance | Maximum
Significant Accounting Policies [Line Items]
Useful lives	5 years
Cooler
Significant Accounting Policies [Line Items]
Useful lives	5 years
Machinery | Minimum
Significant Accounting Policies [Line Items]
Useful lives	5 years
Machinery | Maximum
Significant Accounting Policies [Line Items]
Useful lives	7 years
Displays | Minimum
Significant Accounting Policies [Line Items]
Useful lives	5 years
Displays | Maximum
Significant Accounting Policies [Line Items]
Useful lives	7 years
Leasehold improvements
Significant Accounting Policies [Line Items]
Expected useful life of leasehold improvements	Life of lease

SUMMARY OF SIGNIFICANT ACCOUN38

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Detail Textuals)	12 Months Ended
	Dec. 31, 2016USD ($)SegmentIntegre	Dec. 31, 2015USD ($)Integre
Concentration Risk [Line Items]
Number of operating segments | Segment	2
Shipping and handling costs	$ 105,486	$ 132,331
Minimum
Concentration Risk [Line Items]
Identifiable intangible assets amortization period	5 years
Maximum
Concentration Risk [Line Items]
Identifiable intangible assets amortization period	10 years
Accounts Receivable
Concentration Risk [Line Items]
Number of customers | Integre	3	4
Concentration of risk benchmark percentage	greater than 10	greater than 10
Accounts Receivable | Minimum
Concentration Risk [Line Items]
Accounts receivable greater than 10%	$ 9,000	$ 33,000
Accounts Receivable | Maximum
Concentration Risk [Line Items]
Accounts receivable greater than 10%	$ 24,000	$ 84,000
Sales
Concentration Risk [Line Items]
Concentration of risk benchmark percentage	Company had no customers with sales in excess of 10	Company had no customers with sales in excess of 10

ACQUISITION AND DISPOSAL (Detai

ACQUISITION AND DISPOSAL (Details) - USD ($)	Mar. 04, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Identifiable intangible assets
Goodwill		$ 481,314	$ 3,177,017
Vaporin
Purchase Consideration
Value of consideration paid:	$ 17,735,084
Tangible assets acquired and liabilities assumed at fair value
Cash	136,468
Accounts receivable	81,256
Merchant credit card processor receivable	201,141
Prepaid expense and other current assets	28,021
Inventory	981,558
Property and equipment	206,668
Accounts payable and accrued expenses	(779,782)
Derivative Liabilities	(49,638)
Notes payable, net of debt discount of $54,623	(512,377)
Notes payable - related party	(1,000,000)
Net liabilities assumed	(706,685)
Consideration:
Value of common stock issued	17,028,399
Excess of liabilities over assets assumed	706,685
Total consideration	17,735,084
Identifiable intangible assets
Total Identifiable Intangible Assets	2,080,600
Goodwill	15,654,484
Total allocation to identifiable intangible assets and goodwill	17,735,084
Vaporin | Trade names and technology
Identifiable intangible assets
Total Identifiable Intangible Assets	1,500,000
Vaporin | Customer Relationships
Identifiable intangible assets
Total Identifiable Intangible Assets	488,274
Vaporin | Assembled Workforce
Identifiable intangible assets
Total Identifiable Intangible Assets	$ 92,326

ACQUISITION AND DISPOSAL (Paren

ACQUISITION AND DISPOSAL (Parentheticals) (Details)	Dec. 17, 2014USD ($)
Vaporin
Business Acquisition [Line Items]
Business combination unamortized discount	$ 54,623

ACQUISITION AND DISPOSAL- Summa

ACQUISITION AND DISPOSAL- Summary of Pro Forma Consolidated Results of Operations (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Continuing operations	$ 0	$ (5,011,111.67)
Discontinued operations	$ 0	$ (1,033,433)
Vaporin
Vapor Sales		$ 6,368,874
Net income (loss) from continuing operations		(31,464,401)
Net loss from discontinued operations		(6,200,598)
Net loss allocable to common shareholders		$ (37,664,999)
Net loss per share- basic and diluted		$ (6,292,880)
Continuing operations		(1,240,119)
Discontinued operations		$ (7,532,999)
Weighted average number of shares outstanding		5

ACQUISITION AND DISPOSAL (Det42

ACQUISITION AND DISPOSAL (Details 2)	12 Months Ended
	Dec. 31, 2015USD ($)
Purchase Consideration
Goodwill	$ 1,977,533
Other Assets	17,736
Inventory	263,810
Total allocation to tangible assets and goodwill	2,259,079
Holdback obligation	(860,000)
Cash used in retail store business acquisitions	$ 1,399,079

ACQUISITION AND DISPOSAL (Det43

ACQUISITION AND DISPOSAL (Details 3) - USD ($)	12 Months Ended	13 Months Ended
	Dec. 31, 2016	Jun. 01, 2016	Dec. 31, 2015	Dec. 31, 2014
Purchase Consideration
Cash paid:	$ 2,910,612
Identifiable assets acquired and liabilities assumed at fair value
Total allocated to goodwill	$ 481,314		$ 3,177,017
ADA'S Whole Food Market
Purchase Consideration
Cash paid:		$ 2,910,612
Identifiable assets acquired and liabilities assumed at fair value
Property and equipment		500,225
Inventory		253,524
Accrued expenses		(98,951)
Net tangible assets acquired		2,429,298
Total allocated to goodwill		481,314
ADA'S Whole Food Market | Intangible assets - favorable lease
Identifiable assets acquired and liabilities assumed at fair value
Intangible assets		890,000
ADA'S Whole Food Market | Intangible assets - tradenames and technology
Identifiable assets acquired and liabilities assumed at fair value
Intangible assets		820,000
ADA'S Whole Food Market | Intangible assets - customer relationships
Identifiable assets acquired and liabilities assumed at fair value
Intangible assets		60,000
ADA'S Whole Food Market | Intangible assets - website
Identifiable assets acquired and liabilities assumed at fair value
Intangible assets		$ 4,500

ACQUISITION AND DISPOSAL (Det44

ACQUISITION AND DISPOSAL (Details 4) - ADA'S Whole Food Market - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Business Acquisition [Line Items]
Net income (loss) from continuing operations	$ (12,274,295)	$ (30,608,739)
Net income (loss) from discontinued operations	(1,589,803)	(6,200,598)
Net income (loss) allocable to common shareholders	$ (10,684,492)	$ (36,809,337)
Net loss per share:
Continuing operations	$ (0.01)	$ (6,121,748)
Discontinued operations	0	(1,240,119)
Net loss allocable to common shareholders	$ (0.01)	$ (7,361,867)
Weighted average number of shares outstanding	2,506,158,054	5
Retail
Business Acquisition [Line Items]
Sales	$ 6,722,052	$ 6,368,874
Grocery
Business Acquisition [Line Items]
Sales	$ 7,149,223	$ 7,601,653

ACQUISITION AND DISPOSAL (Det45

ACQUISITION AND DISPOSAL (Details 5) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from discontinued operations attributable to the wholesale business	$ (1,589,803)	$ (6,200,598)
Discontinued Operations, Disposed of by Sale | Vapor Wholesale Business
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Wholesale vapor sales, net	3,135,158	5,497,422
Cost of sales - vapor wholesale	2,832,564	5,842,196
Expenses - selling general and administrative	1,262,547	3,955,824
Other Expense	629,850	1,900,000
Total	4,724,961	11,698,020
Loss from discontinued operations attributable to the wholesale business	$ (1,589,803)	$ (6,200,598)

ACQUISITION AND DISPOSAL (Det46

ACQUISITION AND DISPOSAL (Details 6) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Assets:
Accounts receivable	$ (244,735)
Current assets of discontinued operations	52,903	$ 1,033,514
Liabilities:
Customer deposits	17,850
Total current liabilities of discontinued operations	555,810	4,002,691
Discontinued Operations, Disposed of by Sale | Vapor Wholesale Business
Assets:
Accounts receivable	39,493	184,104
Due from merchant credit card processor, net	13,410	83,077
Inventories		583,007
Prepaid expenses and other		183,326
Current assets of discontinued operations	52,903	1,033,514
Liabilities:
Accounts payable		1,186,622
Accrued expenses	555,810	2,723,571
Customer deposits		92,498
Total current liabilities of discontinued operations	$ 555,810	$ 4,002,691

ACQUISITION AND DISPOSAL (Det47

ACQUISITION AND DISPOSAL (Detail Textuals) - USD ($)	1 Months Ended	12 Months Ended
	Dec. 17, 2014	Dec. 31, 2015	Mar. 04, 2015
Common Stock
Number of shares issued for merger		2
Vaporin
Percentage of issued and outstanding common stock shares	50.00%
Merger closing date	Mar. 4, 2015
Gross proceeds from equity offering	$ 3,500,000
Forgiveness of note and interest payable	$ 354,029
Issuance of warrant to purchase of common stock shares	0.0354
Issuance of stock option to purchase of common stock, shares	0.0028
Vaporin | Selling, general and administrative expenses
Acquisition costs in connection with the Merger	$ 559,000
Vaporin | Restricted stock units
Percentage of issued and outstanding common stock shares	100.00%
Number of shares issued for merger	0.27
Company issued and sold shares value	$ 2,079,071
Business acquisition price per share			$ 7,700,000
Vaporin | Common Stock
Percentage of issued and outstanding common stock shares	100.00%
Number of shares issued for merger	1.94
Percentage of receive merger consideration to shareholders	45.00%
Company issued and sold shares value	$ 14,949,328
Business acquisition price per share			$ 7,700,000

ACQUISITION AND DISPOSAL (Det48

ACQUISITION AND DISPOSAL (Detail Textuals 1)	2 Months Ended	12 Months Ended
	Nov. 30, 2014Store	Dec. 31, 2016USD ($)	Dec. 31, 2015USD ($)
Retail Stores And Kiosks - Schedule Of Purchase Price Allocations Based On Managements Knowledge Of Retail Businesses Acquired Details
Aggregate cost of assets acquisition			$ 2,259,079
Aggregate holdback payments		$ 220,000
Commissions and ancillary store closing costs			62,271
Hold back obligation			860,000
Eliminated hold back payment		$ 640,000
Number of mall retail kiosk | Store	8
Loss on disposal of assets			463,840
Exit costs			$ 265,627

ACQUISITION AND DISPOSAL (Det49

ACQUISITION AND DISPOSAL (Detail Textuals 2) - ADA'S Whole Food Market	12 Months Ended
	Dec. 31, 2016
Intangible assets - favorable lease
Business Acquisition [Line Items]
Amortization method	Straight-line basis
Expected useful life	15 years 3 months
Intangible assets - tradenames and technology
Business Acquisition [Line Items]
Amortization method	Straight-line basis
Expected useful life	10 years
Intangible assets - customer relationships
Business Acquisition [Line Items]
Amortization method	Straight-line basis
Expected useful life	5 years
Intangible assets - website
Business Acquisition [Line Items]
Amortization method	Straight-line basis
Expected useful life	3 years

ACQUISITION AND DISPOSAL (Det50

ACQUISITION AND DISPOSAL (Detail Textuals 3) - USD ($)	1 Months Ended
	Jul. 29, 2016	Dec. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Due from related party
Chief Executive Officer
Accounts, Notes, Loans and Financing Receivable [Line Items]
Number of common shares transferred as additional consideration by Mr Frija	1,405,910,203

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Inventory [Line Items]
Inventories	$ 748,551	$ 946,799
Vapor Business
Inventory [Line Items]
Inventories	399,702	946,799
Grocery Business
Inventory [Line Items]
Inventories	$ 348,849

NOTES RECEIVABLE (Detail Textua

NOTES RECEIVABLE (Detail Textuals) - USD ($)	Jan. 12, 2015	Jul. 29, 2016	Dec. 31, 2016	Dec. 31, 2015
Loan consideration	$ 500,000
Repayments of loan	$ 50,000
Due from related party
Wholesale Business Purchase Agreement
Professional fees			43,000
Discount on notes receivable to related party			43,000
Wholesale Business Purchase Agreement | 4.5% interest rate promissory note
Promissory note face amount			$ 370,000
Interest rate			4.50%
Monthly payment of promissory note			$ 10,000
Maturity date of promissory note, Start			Oct. 28, 2016
Maturity date of promissory note, End			Jul. 29, 2017
Frequency of payment			monthly
Wholesale Business Purchase Agreement | Prime plus 2% interest rate promissory note
Promissory note face amount			$ 500,000
Interest rate			2.00%
Monthly payment of promissory note			$ 14,000
Maturity date of promissory note, Start			Jan. 26, 2017
Frequency of payment			monthly
Wholesale Business Purchase Agreement | Kevin Frija
Number of common shares transferred as consideration by Mr Frija		1,405,910,203
Maximum amount transferred as additional consideration by Mr Frija		$ 95,800
Maximum amount credited against payment of acquisition note		$ 150,000

PROPERTY & EQUIPMENT and CAPI53

PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS - Schedule of Property and Equipment (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 932,324	$ 622,101
Less: accumulated depreciation and amortization	(293,398)	(211,824)
Total property and equipment	638,926	410,277
Appliances
Property, Plant and Equipment [Line Items]
Property and equipment, gross	41,771
Computer hardware & equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	139,312	160,278
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Property and equipment, gross	242,005	243,380
Machinery
Property, Plant and Equipment [Line Items]
Property and equipment, gross	92,825
Displays
Property, Plant and Equipment [Line Items]
Property and equipment, gross	302,700
Warehouse equipment
Property, Plant and Equipment [Line Items]
Property and equipment, gross	20,872	20,872
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, gross	20,647	111,502
Signage
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 72,192	$ 86,069

PROPERTY & EQUIPMENT and CAPI54

PROPERTY & EQUIPMENT and CAPITAL LEASE OBLIGATIONS (Detail Textuals) - USD ($)	1 Months Ended	12 Months Ended
	Oct. 01, 2014	Dec. 31, 2016	Dec. 31, 2015
Property, Plant and Equipment [Line Items]
Operating lease		$ 890,000
Total accumulated amortization		$ 33,859
Life of asset years		15 years
Depreciation expense		$ 193,562	$ 239,335
Future minimum lease payments under non-cancelable capital leases		60,010
Future minimum lease payments, principle amount		53,054
Future minimum lease payments, interest		3,560
Future minimum lease payments, taxes		3,396
Equipment software and licenses
Property, Plant and Equipment [Line Items]
Capital lease obligation	$ 179,359
Annual interest on the capital lease obligation	15.80%
Capital lease obligation, repayment terms	Borrowings are to be repaid over 36 months maturing on October 17, 2017
Depreciation expense			44,840
Written off equipment and software licenses			$ 124,555
Interest expense associated with capital lease obligation		$ 14,614

GOODWILL AND INTANGIBLE ASSET55

GOODWILL AND INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill [Roll Forward]
Beginning balance	$ 3,177,017
Goodwill from Merger		15,654,484
Goodwill from acquired retail businesses		1,977,533
Goodwill from acquired grocery business	481,314
Impairment of goodwill	(3,177,017)	(14,455,000)
Ending balance	$ 481,314	$ 3,177,017

GOODWILL AND INTANGIBLE ASSET56

GOODWILL AND INTANGIBLE ASSETS (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 929,000
Additions from Merger		$ 2,080,600
Additions from acquisitions	1,799,500	20,000
Sale of tradename	(100,000)
Impairment	(778,345)	(948,833)
Intangible assets gross		1,151,767
Accumulated amortization	(180,826)	(222,767)
Ending balance	1,669,329	929,000
Favorable Lease
Finite-lived Intangible Assets [Roll Forward]
Beginning balance
Additions from Merger
Additions from acquisitions	890,000
Impairment
Intangible assets gross
Accumulated amortization	(33,859)
Ending balance	856,141
Trade Names and Technology
Finite-lived Intangible Assets [Roll Forward]
Beginning balance	929,000
Additions from Merger		1,500,000
Additions from acquisitions	845,000	20,000
Sale of tradename	(100,000)
Impairment	(778,345)	(465,000)
Intangible assets gross		1,055,000
Accumulated amortization	(139,092)	(126,000)
Ending balance	756,563	929,000
Customer Relationships
Finite-lived Intangible Assets [Roll Forward]
Beginning balance
Additions from Merger		488,274
Additions from acquisitions	60,000
Impairment		(406,895)
Intangible assets gross		81,379
Accumulated amortization	(7,000)	(81,379)
Ending balance	53,000
Assembled Workforce
Finite-lived Intangible Assets [Roll Forward]
Beginning balance
Additions from Merger		92,326
Additions from acquisitions
Impairment		(76,938)
Intangible assets gross		15,388
Accumulated amortization		(15,388)
Ending balance
Website
Finite-lived Intangible Assets [Roll Forward]
Beginning balance
Additions from Merger
Additions from acquisitions	4,500
Impairment
Intangible assets gross
Accumulated amortization	(875)
Ending balance	$ 3,625

GOODWILL AND INTANGIBLE ASSET57

GOODWILL AND INTANGIBLE ASSETS (Details 2) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
2,017	$ 222,793
2,018	222,793
2,019	221,918
2,020	221,293
2,021	196,794
Thereafter	583,738
Total	$ 1,669,329	$ 929,000

GOODWILL AND INTANGIBLE ASSET58

GOODWILL AND INTANGIBLE ASSETS (Detail Textuals) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]
Weighted average remaining amortization period	30 years 5 months 9 days
Impairment charge	$ 778,345	$ 948,833

ACCRUED EXPENSES (Details)

ACCRUED EXPENSES (Details) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Payables and Accruals [Abstract]
Accrued Board of Directors	$ 29,000
Accrued Loyalty and Gift Cards	85,274
Accrued severance	37,440	51,145
Accrued payroll and related employee expenses	229,768	124,186
Accrued Delaware Franchise Tax	121,617
Accrued Litigation And Settlements	70,872
Accrued legal and professional fees	131,833
Accrued retail store hold back payments from acquisitions		860,000
Other accrued liabilities	73,872	190,301
Total	$ 779,676	$ 1,225,632

NOTES PAYABLE (Detail Textuals)

NOTES PAYABLE (Detail Textuals) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount		$ 54,623
Amortization of debt discounts	$ (21,599)	833,035
Loss on debt extinguishment		(1,497,169)
$567,000 Convertible Notes Payable
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount		54,623
$567,000 Convertible Notes Payable | Vaporin
Debt instrument, face amount		$ 567,000
Percentage of outstanding principal annual rate		10.00%
Interest expenses		$ 29,853
Amortization of debt discounts		28,859
Principal payment		567,000
Loss on debt extinguishment		$ 25,764

NOTES PAYABLE (Detail Textuals

NOTES PAYABLE (Detail Textuals 1) - USD ($)	Mar. 04, 2015	Mar. 03, 2015	Jan. 29, 2015	Jan. 12, 2015	Dec. 31, 2015
Loan consideration				$ 500,000
$350,000 Convertible Notes Payable | Vaporin
Convertible Notes Payable			$ 350,000
Loan consideration			$ 350,000
Percentage of outstanding principal annual rate			12.00%
Notes payable forgiven	$ 350,000
Accrued interest forgiven	$ 4,029
$1,000,000 Note Payable to a Related Party | Secured line of credit agreement
Interest expenses		$ 80,548			$ 60,285
Principal payment		$ 1,000,000

NOTES PAYABLE (Detail Textual62

NOTES PAYABLE (Detail Textuals 2) - USD ($)	Nov. 14, 2014	Dec. 31, 2016	Dec. 31, 2015	Jul. 29, 2016
Number of shares called by warrants				40,813,223
Loss on debt extinguishment			$ (1,497,169)
Amortization of debt discounts		$ (21,599)	$ 833,035
$1,250,000 Senior Convertible Notes Payable to Related Parties | Securities Purchase Agreements
Debt instrument, face amount	$ 1,250,000
Number of shares called by warrants	0.1624
Exercise price per share	$ 14,000,000
Notes payable, due date	Nov. 14, 2014
Percentage of outstanding principal annual rate	7.00%
Conversion price per share	$ 7,700,000
$1,250,000 Senior Convertible Notes Payable to Related Parties | Securities Purchase Agreements | Palladium Capital Advisors, LLC
Number of shares called by warrants			0.008
Exercise price per share			$ 14,000,000
Notes payable, due date			Nov. 14, 2019
Induced conversion expense			$ 62,500
Debt discounts			1,250,000
Fair value basis to warrants issued			701,250
Fair value of conversion feature embedded			548,750
Principal payment			1,250,000
Debt instrument periodic interest payment			62,549
Interest expenses			230,891
Loss on debt extinguishment			548,130
Amortization of debt discounts			729,167
Deferred financing costs			$ 81,473

NOTES PAYABLE (Detail Textual63

NOTES PAYABLE (Detail Textuals 3) - USD ($)	Jun. 25, 2015	Jan. 12, 2015	Sep. 23, 2014	Dec. 31, 2015	Jul. 29, 2016
Repayments of related party debt		$ 50,000
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount				$ 54,623
Amortization of debt discounts				833,034
Loan consideration		500,000
Number of warrants					40,813,223
Loss on debt extinguishment				(1,497,169)
$708,238 Notes Receivable
Repayments of related party debt		50,000
Loan consideration		$ 500,000
$1,750,000 Convertible Debenture
Deferred financing costs				63,430
$1,750,000 Convertible Debenture | Securities Purchase Agreements
Debt instrument, face amount	$ 1,662,500
Convertible promissory note	$ 1,750,000
Percentage of outstanding principal annual rate	10.00%
Notes payable, due date	Dec. 22, 2015
Standardized Measure of Discounted Future Net Cash Flow Relating to Proved Oil and Gas Reserves, Accretion of Discount	$ 87,500			55,467
Amortization of debt discounts	$ 19,542
Debt discount percentage	5.00%
Fair value of conversion feature embedded	$ 248,359
Interest expenses				459,144
Deferred financing costs				196,250
Net proceeds from sale of debentures				1,466,250
Loss on debt extinguishment				923,275
Principal payment				1,750,000
$1,750,000 Convertible Debenture | November 2014 and March 2015 private placements
Deferred financing costs				$ 87,779
Number of warrants				1,000
Exercise price per share				$ 3,500,000
Warrants term				5 years
Debt Issuance Fee				10.00%
$1,000,000 Term Loan
Debt instrument, face amount			$ 1,000,000
Frequency of periodic payment			monthly
Periodic payment principal			$ 83,333
Percentage of outstanding principal annual rate			14.00%
Interest expenses				$ 45,092

COMMITMENTS AND CONTINGENCIES -

COMMITMENTS AND CONTINGENCIES - Future Minimum Lease Payments Under Non-cancelable Operating (Details) - Operating Leases	Dec. 31, 2016USD ($)
2,017	$ 702,791
2,018	574,794
2,019	410,880
2,020	307,472
2,021	128,113
Thereafter
Total	$ 2,124,050

COMMITMENTS AND CONTINGENCIES65

COMMITMENTS AND CONTINGENCIES (Details Textuals)

Dec. 12, 2016USD ($)

Apr. 06, 2016USD ($)

Mar. 02, 2016USD ($)

Jan. 15, 2016USD ($)

Aug. 10, 2015USD ($)

Jan. 15, 2015USD ($)

Jun. 02, 2016USD ($)

Dec. 31, 2016USD ($)Store

Dec. 31, 2015USD ($)IntegreStore

Nov. 06, 2015Store

Sep. 10, 2015USD ($)

Mar. 04, 2015Store

Dec. 31, 2014USD ($)

Apr. 25, 2014USD ($)

Annual rental payments

$ 777,310

$ 807,857

Number of Stores | Store

3

Vendor deposits

7,000

127,609

Accrued expenses

779,676

1,225,632

Payments for settlements

$ 45,000

Selling, general and administrative expenses

9,700,479

9,374,349

Hudson Bay Master Fund Ltd Versus Vapor Corp Case | Pending Litigation

Seeking monetary damages

$ 339,810

Series A Warrant holders

Seeking monetary damages

$ 603,000

Ms.Gina Hicks

Accrued severance expenses

37,440

Compensation and accrued vacation

$ 46,154

Mr.James Martin

Accrued severance expenses

33,642

Compensation and accrued vacation

$ 87,500

Kevin Frija

Accrued severance expenses

77,028

$ 167,003

Compensation and accrued vacation

$ 159,000

Lease Agreement

Operating Leases, Future Minimum Payments Due

$ 95,000

Term of contract lessor leasing arrangements

3 years

Lease Agreement | Ft. Lauderdale, FL

Operating Leases, Future Minimum Payments Due

45,000

Amount deposited for lease

8,309

Total lease expensed

$ 53,309

Lease Agreement | Florida

Number of Stores | Store

1

Lease Agreement | Kiosks

Number of stores closed | Store

8

Operating Leases, Future Minimum Payments Due

$ 229,536

Amount deposited for lease

23,500

Total lease expensed

$ 265,627

Lease Agreement | Retail Store

Number of Stores

12

8

Lease Agreement | Vape Store

Number of stores closed | Store

7

1

Total lease expensed

$ 308.965

Three Year Employment Agreements | John A. Ollet | Year one

Annual base salary

180,000

Three Year Employment Agreements | John A. Ollet | Year two

Annual base salary

190,000

One-time sign-on bonus received

5,500

Three Year Employment Agreements | John A. Ollet | Year three

Annual base salary

$ 200,000

Three Year Employment Agreements | Jeffrey Holman

Annual base salary

$ 300,000

One-time sign-on bonus received

100,000

Three Year Employment Agreements | Gregory Brauser

Annual base salary

300,000

One-time sign-on bonus received

$ 100,000

Three Year Employment Agreements | Minimum | Jeffrey Holman

Percentage of targeted bonus

20.00%

Three Year Employment Agreements | Minimum | Gregory Brauser

Percentage of targeted bonus

20.00%

Three Year Employment Agreements | Maximum | Jeffrey Holman

Percentage of targeted bonus

200.00%

Three Year Employment Agreements | Maximum | Gregory Brauser

Percentage of targeted bonus

200.00%

Settlement and License Agreements

Seeking monetary damages

$ 1,982,504

Estimated settlement fee

$ 1,700,000

Loss Contingency, Damages Paid, Value

$ 1,700,000

Royalty Expense

1,829,242

Accrued expenses

$ 117,525

$ 1,225,632

STOCKHOLDERS' EQUITY (DEFICIT66

STOCKHOLDERS' EQUITY (DEFICIT) - Summary of Warrant Activity (Details) - Warrants - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of Warrants
Outstanding at January 1, 2015	54
Warrants granted		54
Warrants exercised	(5)
Warrants assumed in Merger
Warrants forfeited or expired
Warrants repurchased	(7)
Outstanding at December 31, 2016	42	54
Exercisable at December 31, 2016	42
Weighted Average Exercise Price
Outstanding at January 1, 2015	$ 1,736,000	$ 14,083,400
Warrants granted		1,803,600
Warrants exercised	1,736,000
Warrants assumed in Merger		36,711,600
Warrants forfeited or expired
Warrants repurchased	1,736,000
Outstanding at December 31, 2016	1,736,000	$ 1,736,000
Exercisable at December 31, 2016	$ 1,736,000
Weighted Average Remaining Term (Yrs) Outstanding at December 31, 2016	3 years 7 months 6 days
Weighted Average Remaining Term (Yrs) Exercisable at December 31, 2016	3 years 7 months 6 days
Aggregate Intrinsic Value, Outstanding
Aggregate Intrinsic Value, Exercisable

STOCKHOLDERS' EQUITY (DEFICIT67

STOCKHOLDERS' EQUITY (DEFICIT) - Summary of compensatory common stock activity (Details) - Common Stock - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of Shares
Non-vested, beginning		0
Granted		0.3
Vested	0	(0.3)
Forfeited		0
Non-vested, Ending
Weighted Average Issuance Date Fair Value Per Share
Non-vested, beginning	$ 7,280,000	$ 53,900,000
Granted		7,336,843
Vested	7,280,000	8,385,754
Forfeited		47,240,000
Non-vested, Ending		$ 7,280,000
Total Issuance Date Fair Value
Non-vested, beginning	$ 130,000	$ 1,540,000
Granted		2,439,736
Vested	(130,000)	(2,668,736)
Forfeited		(1,181,000)
Non-vested, Ending		$ 130,000

STOCKHOLDERS' EQUITY (DEFICIT68

STOCKHOLDERS' EQUITY (DEFICIT) - Fair Value of Employee Stock Options Estimated Using Weighted-Average Assumptions (Details)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Risk free interest rate, minimum	1.98%
Risk free interest rate, maximum	2.03%
Dividend yield	0.00%
Volatility	428.10%
Minimum
Expected term (years)	5 years
Maximum
Expected term (years)	6 years

STOCKHOLDERS' EQUITY (DEFICIT69

STOCKHOLDERS' EQUITY (DEFICIT) - Summary of Stock Option Activity Under All Option Plans (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Number of Options
Number of shares, Outstanding, Beginning balance	0.028	0.192
Number of shares, Options Granted	5,001,000,004
Number of shares, Options replaced in the Merger		0.003
Number of shares, Options Exercised
Number of shares, Options Forfeited/expired	(0.017)	(0.167)
Number of shares, Outstanding, Ending balance	5,001,000,004.011	0.028
Number of shares, Options Exercisable	0.011
Weighted Average Exercise Price
Outstanding, January 1, 2015	$ 5,101,040	$ 5,101,040
Options granted	0.0001
Options replaced in merger		7,860,000
Options forfeited or expired	11,625,400	4,618,600
Outstanding, December 31, 2016	0.0001	$ 5,101,040
Exercisable at December 31, 2016	$ 20,505,301
Weighted Average Remaining Term (Yrs) Outstanding, December 31, 2016	10 years
Weighted Average Remaining Term (Yrs) Exercisable, December 31, 2016	4 years 9 months 18 days
Intrinsic Value Outstanding, December 31, 2016
Intrinsic Value Exercisable, December 31, 2016

STOCKHOLDERS' EQUITY (DEFICIT70

STOCKHOLDERS' EQUITY (DEFICIT) - Additional information related to options (Details)	12 Months Ended
	Dec. 31, 2016$ / sharesshares
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Options Outstanding, Outstanding Number of Options | shares	5,001,000,004.011
Options Exercisable, Weighted Average Remaining Life In Years	4 years 9 months 18 days
Options Exercisable, Exercisable Number of Options | shares	0.011
0.0001 | Stock options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 0.0001
Options Outstanding, Weighted Average Exercise Price	$ 0.0001
Options Outstanding, Outstanding Number of Options | shares	5,001,000,004
Options Exercisable, Weighted Average Exercise Price
Options Exercisable, Exercisable Number of Options | shares
$7,000,000-$13,999,800 | Stock options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Price, lower	$ 7,000,000
Range of Exercise Price, upper	13,999,800
Options Outstanding, Weighted Average Exercise Price	$ 8,380,200
Options Outstanding, Outstanding Number of Options | shares	0.006
Options Exercisable, Weighted Average Exercise Price	$ 8,380,200
Options Exercisable, Weighted Average Remaining Life In Years	5 years 7 months 6 days
Options Exercisable, Exercisable Number of Options | shares	0.006
$14,000,000 | Stock options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Exercise price	$ 14,000,000
Options Outstanding, Weighted Average Exercise Price	$ 14,000,000
Options Outstanding, Outstanding Number of Options | shares	0.002
Options Exercisable, Weighted Average Exercise Price	$ 14,000,000
Options Exercisable, Weighted Average Remaining Life In Years	2 years 6 months
Options Exercisable, Exercisable Number of Options | shares	0.002
$30,449,800-$67,410,000 | Stock options
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items]
Range of Exercise Price, lower	$ 30,449,800
Range of Exercise Price, upper	67,410,000
Options Outstanding, Weighted Average Exercise Price	$ 45,000,600
Options Outstanding, Outstanding Number of Options | shares	0.003
Options Exercisable, Weighted Average Exercise Price	$ 45,000,600
Options Exercisable, Weighted Average Remaining Life In Years	4 years 4 months 24 days
Options Exercisable, Exercisable Number of Options | shares	0.003

STOCKHOLDERS' EQUITY (DEFICIT71

STOCKHOLDERS' EQUITY (DEFICIT) - Securities excluded from calculation of basic and dilutive loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of basic and dilutive loss per share		82
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of basic and dilutive loss per share		0
Series A convertible preferred stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of basic and dilutive loss per share		27
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Securities excluded from calculation of basic and dilutive loss per share		55

STOCKHOLDERS' EQUITY (DEFICIT72

STOCKHOLDERS' EQUITY (DEFICIT) - Shares used in calculating income (loss) per share (Details) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Equity Abstract
Basic	4,102,959,032	6
Effect of exercise stock options	5,000,999,976
Effect of exercise warrants	631,552,260,513
Diluted	640,656,219,521	6

STOCKHOLDERS' EQUITY (DEFICIT73

STOCKHOLDERS' EQUITY (DEFICIT) (Detail Textuals)

Feb. 01, 2017shares

Aug. 04, 2016shares

Mar. 04, 2016

Jul. 07, 2015

Mar. 03, 2015USD ($)$ / sharesshares

Feb. 03, 2014USD ($)Bonifideshares

Jul. 29, 2016USD ($)$ / sharesshares

Jan. 25, 2016$ / sharesshares

Jul. 29, 2015USD ($)

Jun. 19, 2015USD ($)$ / sharesshares

Nov. 24, 2009

Dec. 31, 2016USD ($)$ / sharesshares

Dec. 31, 2015USD ($)$ / sharesshares

Jun. 01, 2016

Nov. 21, 2016shares

Feb. 01, 2016$ / sharesshares

Dec. 31, 2014shares

Reverse stock split ratio

one-for-seventy

one-for-five

one-for-twenty thousand

Preferred stock, shares authorized

1,000,000

1,000,000

Preferred stock, par value | $ / shares

$ 0.001

$ 0.001

Preferred stock, shares issued

0

1

Preferred stock, shares outstanding

0

1

Common stock, par value | $ / shares

$ 0.0001

$ 0.0001

$ 0.0001

Common stock, shares authorized

750,000,000,000

750,000,000,000

750,000,000,000

5,000,000,000

Common stock, voting rights

one vote

Proceeds from private placements | $

$ 2,941,960

Term of warrant

5 years

Number of shares called by warrants

40,813,223

Derivative liabilities | $

$ 79,400,000

$ 42,310,893

$ 1,086,354

Number of additional shares calculated

1.855

Shareholder approval required for number of shares

1.285

Gross proceeds of public offering | $

$ 41,400,000

Net proceeds from public offering | $

$ 38,700,000

Description of public offering unit

Units automatically separated into an aggregate of 0.672 shares of Series A Preferred Stock

Series A warrant exercise price | $ / shares

$ 0.22

Deemed dividend on preferred stock | $

38,100,000

Offering cost incurred | $

4,779,003

Cash underwriting fees | $

2,722,687

Other cash costs | $

503,898

Issuance date fair value of common stock | $

$ 1,552,418

Underwriter option to purchase shares

0.034

Unamortized stock based compensation expense on unvested stock options | $

$ 486,464

Amortization period of unamortized stock based compensation expense on unvested stock options

1 year 8 months 12 days

Recognize charge of issuance of the additional shares | $

$ 1,297,081

Common stock granted for options

5,001,000,004

Chardan Capital Markets Llc

Offering cost | $

$ 500,000

November 2014 and March 2015 private placements

Number of shares issued for private placements

0.490

Proceeds from private placements | $

$ 3,500,960

Term of warrant

5 years

Offering cost | $

$ 559,000

November 2014 and March 2015 private placements | Palladium Capital Advisors, LLC

Offering cost | $

$ 350,000

2015 Equity Incentive Plan

Number of shares of common stock available for grant

94,998,999,996

100,000,000,000

2015 Equity Incentive Plan | Subsequent Event

Common stock granted for options

77,000,000,000

Equity Incentive Plan 2009

Term of plan (in years)

10 years

Vesting period of plan (in years)

4 years

Maximum percentage of shares to receive under plan

20.00%

Series A Preferred Stock

Conversion of stock, shares Issued or to be issued

26

Series A preferred stock conversion price | $ / shares

$ 0.630

Convertible shares conversion price | $ / shares

$ 0.042

Conversion limits on beneficial ownership percentage

4.99%

Description of convertible preferred stock

Series A Convertible Preferred Stock, which were convertible into 1 share of common stock, plus Series A Warrants, which would be currently exercisable into an aggregate of approximately 40,813,223,000 shares of common stock.

Series A Warrants

Number of shares called by warrants

15,619,771,347

Exercise price per share | $ / shares

$ 1,736,000

Conversion of stock, shares Issued or to be issued

54

Warrants black scholes value per share | $ / shares

$ 1,519,297

Closing stock bid price per share | $ / shares

$ 0.0001

Percentage of warrant holders supports amendment to agreement

90.00%

Cashless exercise price per warrant | $ / shares

$ 0.0001

Additional Warrants

Number of shares called by warrants

116,704,766,499

Number of shares issued during period

8

Stock Options

Stock-based compensation expense | $

$ 13,636

$ 288

Equity issuance price per share | $ / shares

$ 0.0001

Common stock granted for options, Value | $

$ 500,100

Common stock granted for options

5,001,000,004

Weighted average grant date fair value of options granted | $ / shares

$ 0.0001

Warrants

Number of shares called by warrants

0.392

634,754,364,551

Exercise price per share | $ / shares

$ 8,960,000

$ 1,540,000

Derivative liabilities | $

$ 2,494,639

Number of shares issued during period

4

Warrants black scholes value per share | $ / shares

$ 1,519,297

Closing stock bid price per share | $ / shares

$ 0.0001

Warrant modification charge | $

$ 36,432

Series A Warrants to purchase common stock

42

54

Series A Warrants remaining weighted average term

3 years 7 months 6 days

Warrants | Maximum

Exercise price per share | $ / shares

14,000,000

Common Stock

Stock-based compensation expense | $

$ 75,000

$ 582,000

Conversion of stock, shares Issued or to be issued

27

Securities Purchase Agreement

Term of warrant

5 years

Number of shares called by warrants

0.426

Exercise price per share | $ / shares

$ 3,535,000

Stock issued in exchange

0.463

Number of shares issued to lead investor

0.101

Minimum effective price per share | $ / shares

$ 3,780,000

Mr. Kavanaugh

Issuance of common stock in connection with consulting services (in shares)

0.057

Number of bona fide opportunities | Bonifide

6

Consulting Agreement, term

2 years

Commissions payable in cash, percentage of "net sales"

6.00%

Grant date fair value of common stock | $

$ 3,080,000

Mr. Kavanaugh | Award Vested Immediately Upon Execution of Consulting Agreement

Shares vested and expected to vest

0.007

Mr. Kavanaugh | Awards Vests In Installments

Shares vested and expected to vest

0.050

Selling, general and administrative expenses

Stock-based compensation expense | $

1,602,933

Other Expense | Securities Purchase Agreement

Grant date fair value of common stock | $

1,328,196

Grant date fair value of warrants | $

$ 1,086,354

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - Nonrecurring basis - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill, loss	$ (3,177,017)	$ (14,455,000)
Intangible assets, loss	(778,345)	(948,833)
Total, loss	(3,955,362)	(15,403,833)
Level 3
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Goodwill		3,177,017
Intangible assets		929,000
Nonfinancial assets		$ 4,106,017

FAIR VALUE MEASUREMENTS (Deta75

FAIR VALUE MEASUREMENTS (Details 1) - Recurring Basis - USD ($)	Dec. 31, 2016	Dec. 31, 2015
LIABILITIES:
Warrant liabilities	$ 12,868,079	$ 41,089,580
Total derivative liabilities	12,868,079	41,089,580
Level 1
LIABILITIES:
Warrant liabilities
Total derivative liabilities
Level 2
LIABILITIES:
Warrant liabilities	12,868,079
Total derivative liabilities	12,868,079
Level 3
LIABILITIES:
Warrant liabilities		41,089,580
Total derivative liabilities		$ 41,089,580

FAIR VALUE MEASUREMENTS (Deta76

FAIR VALUE MEASUREMENTS (Details 2) - $ / shares	Jul. 31, 2015	Jun. 25, 2015	Mar. 03, 2015	Jul. 29, 2015	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price	$ 1,218,000	$ 2,380,000	$ 7,700,000	$ 1,400,000		$ 756,000
Strike price	$ 3,500,000	$ 3,535,000	$ 8,960,000	$ 1,736,000
Remaining term (years)	4 months 24 days	5 years	5 years	5 years
Volatility	107.00%	108.00%	115.00%	107.00%		128.00%
Risk-free rate	0.12%	1.70%	1.61%	1.62%		1.76%
Dividend yield	0.00%	0.00%	0.00%	0.00%	0.00%	0.00%
Minimum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price					$ 0
Strike price					$ 1,540,000	$ 1,540,000
Remaining term (years)					3 years 5 months 1 day	4 years 2 months 1 day
Volatility					418.00%
Risk-free rate					1.10%
Maximum
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Stock price					$ 756,000
Strike price					$ 1,736,000	$ 8,960,000
Remaining term (years)					4 years 3 months 15 days	4 years 6 months 29 days
Volatility					445.00%
Risk-free rate					1.15%

FAIR VALUE MEASUREMENTS (Deta77

FAIR VALUE MEASUREMENTS (Details 3) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 41,089,580	$ 0
Issuance of Series A warrant liabilities		79,445,308
Issuance of other warrant liabilities and conversion options		3,878,990
Warrants issued in connection with the Waivers		(13,300)
Cash paid to repurchase warrants	(3,278,827)
Gain on repurchase of warrants	(5,189,484)
Fair value of Series A Warrants repurchased	(8,468,311)
Warrant exercises	(4,498,048)
Change in fair value of derivative liabilities	15,255,142	(42,221,418)
Reclassification of Series A warrant liability to additional paid in capital
Reclassification Of Series A Warrant Liability To Level 2	(12,868,079)
Ending balance		$ 41,089,580

FAIR VALUE MEASUREMENTS (Deta78

FAIR VALUE MEASUREMENTS (Detail Textuals)	12 Months Ended
	Dec. 31, 2016USD ($)Warrant$ / sharesshares	Jul. 29, 2016shares
Derivative [Line Items]
Number of shares called by warrants | shares		40,813,223
Warrant exercises	$ 4,498,048
Warrants exchanged	8,468,310
Repayment of derivative liability	3,278,827
Extinguishment gain	5,189,484
Reclassification of series A warrant liability to level 2	$ 12,868,079
Percent of movement in per share fair value per warrant	10.00%
Other income (expenses)	$ 1,286,808
Series A Warrants
Derivative [Line Items]
Number of shares called by warrants | shares	4
Number of warrant exchanged for common stock | Warrant	7
Exercise price per Series A Warrant (in dollars per share) | $ / shares	$ 0.22

INCOME TAXES - Reconciliation o

INCOME TAXES - Reconciliation of the expected tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	$ 3,632,727	$ 612,254
State and local taxes, net of federal benefit	(227,984)	(308,119)
Change in fair value of derivatives	(5,186,749)	(14,355,282)
Settlement of warrants	(1,764,424)
Goodwill impairment	1,080,186	4,914,700
Change in valuation allowance	2,756,495	5,525,665
True-up & deferred adjustment	(220,327)	110,006
Stock based compensation	15,826	(144,770)
Other permanent items	(214,142)	71,623
Forfeitures & expiration of stock comp	118,691	356,090
Stock issuance costs & compensation wavers	78,640	2,830,944
Change in tax rate	(36,381)	468,571
Other	(32,558)	(81,682)
Income tax provision (benefit)

INCOME TAXES - Deferred tax ass

INCOME TAXES - Deferred tax assets and liabilities consisted of the effects of temporary differences (Details 1) - USD ($) $ in Thousands	Dec. 31, 2016	Dec. 31, 2015
Current deferred tax assets:
NOL & AMT credit carryforward	$ 15,853,308	$ 13,560,973
Inventory reserves and allowances	504,104	122,782
Accrued expenses & deferred income	35,413	771,803
Charitable contribution	2,110	1,409
Stock based compensation	46,168	149,793
Net book value of intangible assets	931,417
Net book value of fixed assets	24,010	5,533
Total current deferred tax assets	17,396,530	14,612,293
Current deferred tax liabilities:
Net book value of intangible assets		(277,903)
Total current deferred tax liabilities		(277,903)
Net current deferred tax assets	17,396,530	14,334,390
Valuation allowance	(17,396,530)	(14,334,390)
Net deferred tax assets

INCOME TAXES (Detail Textuals)

INCOME TAXES (Detail Textuals) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Valuation allowance	$ 17,396,530	$ 14,334,390
U.S. federal
Net operating loss carryforward	43,058,505
State
Net operating loss carryforward	$ 31,760,278

CERTAIN RELATIONSHIPS AND REL82

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS (Detail textuals) - USD ($)

Nov. 10, 2015

Aug. 13, 2015

Jun. 22, 2015

Jul. 31, 2016

Jul. 29, 2016

Jun. 22, 2015

Mar. 31, 2015

Nov. 30, 2014

Mar. 31, 2016

Dec. 31, 2016

Apr. 11, 2016

Dec. 31, 2015

Mar. 03, 2015

Related Party Transaction [Line Items]

Common stock price equivalent

$ 7,140,000

$ 14,000,000

Number of warrants

40,813,223

Convertible Debentures

Related Party Transaction [Line Items]

Percentage of outstanding principal annual rate

10.00%

10.00%

Conversion price per share

$ 3,500,000

$ 3,500,000

Liquid Science Inc

Related Party Transaction [Line Items]

Ownership percentage

15.00%

Liquid Science Inc | Retail

Related Party Transaction [Line Items]

Purchases in percentage

56.00%

Purchases

$ 260,609

Liquid Science Inc | Wholesale

Related Party Transaction [Line Items]

Purchases in percentage

23.00%

Purchases

$ 356,000

Mr. Michael Brauser

Related Party Transaction [Line Items]

Due to Related Parties

$ 400,000

$ 400,000

Prepayment penalties and interest

$ 104,932

Number of common stock shares

0.0047

Number of warrants

0.0527

Mr. Michael Brauser | November 2014 and March 2015 private placements

Related Party Transaction [Line Items]

Number of common stock shares

0.1924

Company jointly manages by Mr Brauser

Related Party Transaction [Line Items]

Prepayment penalties and interest

$ 104,932

Number of common stock shares

0.0040

Number of warrants

0.0447

Company jointly manages by Mr Brauser | November 2014 and March 2015 private placements

Related Party Transaction [Line Items]

Number of common stock shares

0.0171

Alpha Capital Anstalt | November 2014 and March 2015 private placements

Related Party Transaction [Line Items]

Number of common stock shares

0.4810

0.1879

Value of common stock shares

$ 504,000

Number of warrants

0.1018

Aggregate cost of common stock and warrants issued

$ 59,600

Harlan Press

Related Party Transaction [Line Items]

Severance compensation and accrued vacation

17,503

$ 159,810

Consulting Agreement | Grander Holdings Inc

Related Party Transaction [Line Items]

Initial fee

$ 50,000

Additional consultancy fees

20,000

Fees paid during the period

130,000

Consulting Agreement | GRQ Consultants Inc

Related Party Transaction [Line Items]

Initial fee

50,000

Additional consultancy fees

$ 20,000

Fees paid during the period

13,000

Consulting Agreement | Gregory Brauser

Related Party Transaction [Line Items]

Engagement fee payable

$ 50,000

Consulting agreement term

2 years

Monthly engagement fee

$ 10,000

Period for monthly installment

24 months

Royalty Agreements | Liquid Science Inc

Related Party Transaction [Line Items]

Royalty on sales

15.00%

Royalty revenue

$ 42,000

$ 52,000

Wholesale Business Purchase Agreement

Related Party Transaction [Line Items]

Discount on notes receivable to related party

43,000

Professional fees

43,000

Wholesale Business Purchase Agreement | 4.5% interest rate promissory note

Related Party Transaction [Line Items]

Convertible promissory note

$ 370,000

Term of promissory note

1 year

Percentage of outstanding principal annual rate

4.50%

Monthly payment of promissory note

$ 10,000

Debt instrument maturity start date

Oct. 28, 2016

Debt instrument maturity end date

Jul. 29, 2017

Frequency of periodic payment

monthly

Wholesale Business Purchase Agreement | Prime plus 2% interest rate promissory note

Related Party Transaction [Line Items]

Convertible promissory note

$ 500,000

Term of promissory note

36 months

Percentage of outstanding principal annual rate

2.00%

Monthly payment of promissory note

$ 14,000

Debt instrument maturity start date

Jan. 26, 2017

Frequency of periodic payment

monthly

Variable rate description

prime plus 2

Wholesale Business Purchase Agreement | Kevin Frija

Related Party Transaction [Line Items]

Maximum amount transferred as additional consideration by Mr Frija

$ 95,800

Number of common shares transferred as consideration by Mr Frija

1,405,910,203

Maximum amount credited against payment of acquisition note

$ 150,000

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Segment Reporting Information [Line Items]
Net Sales	$ 10,565,163	$ 5,252,611
Segment Gross Profit	5,233,353	3,080,164
Corporate expenses	14,095,621	25,628,481
Operating income loss	(8,862,268)	(22,548,317)
Corporate other income (expense), net	21,136,563	30,549,668
Net income (loss) from continuing operations	12,274,295	8,001,351
Net loss from discontinued operations	(1,589,803)	(6,200,598)
Net income (loss)	10,684,492	1,800,753
Deemed dividend		(38,068,021)
Net income (loss) allocable to common stockholders	10,684,492	(36,267,268)
Operating segments
Segment Reporting Information [Line Items]
Net Sales	10,565,163	5,252,611
Segment Gross Profit	5,233,353	3,080,164
Corporate expenses	14,095,621	25,628,481
Operating income loss	(8,862,268)	(22,548,317)
Corporate other income (expense), net	21,136,563	30,549,668
Net income (loss) from continuing operations	12,274,295	8,001,351
Net loss from discontinued operations	(1,589,803)	(6,200,598)
Net income (loss)	10,684,492	1,800,753
Deemed dividend		(38,068,021)
Net income (loss) allocable to common stockholders	10,684,492	(36,267,268)
Vapor Wholesale Business | Operating segments
Segment Reporting Information [Line Items]
Net Sales	6,722,052	5,252,611
Segment Gross Profit	3,742,443	3,080,164
Grocery | Operating segments
Segment Reporting Information [Line Items]
Net Sales	3,843,111
Segment Gross Profit	$ 1,490,910

SEGMENT INFORMATION (Detail Tex

SEGMENT INFORMATION (Detail Textuals)	12 Months Ended
	Dec. 31, 2016USD ($)Segment
Segment Reporting Information [Line Items]
Number of reportable business segment | Segment	1
Vapor Wholesale Business
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 174,376
Grocery
Segment Reporting Information [Line Items]
Depreciation and amortization	$ 200,012

SUBSEQUENT EVENTS (Detail Textu

SUBSEQUENT EVENTS (Detail Textuals) - USD ($)	Feb. 01, 2017	Dec. 07, 2016	Jan. 31, 2017	Dec. 31, 2016	Dec. 31, 2015
Number of shares, Options Granted				5,001,000,004
Series A Warrants
Repurchase program, maximum number of warrants to purchase		32,262,152
Number of warrants repurchased		10,073,884
Value of warrants repurchased		$ 2,160,000
Repurchase program expiration date		Jan. 17, 2017
Par value of warrants repurchased		$ 0.22
Subsequent Event | 2015 Equity Incentive Plan
Number of shares, Options Granted	77,000,000,000
Percentage of options vested upon issuance	25.00%
Description of options vesting	Twenty-five percent of the options vested upon issuance and the remainder vest equally at the end of the next three calendar quarters.
Subsequent Event | Christopher Santi | Three Year Employment Agreements | Year one
Annual base salary			$ 225,000
Subsequent Event | Christopher Santi | Three Year Employment Agreements | Year two
Annual base salary			250,000
Subsequent Event | Christopher Santi | Three Year Employment Agreements | Year three
Annual base salary			$ 275,000