0001185185-23-000791 | 10-Q | XBRL Viewer | Innovative Food Holdings INC

Property, Plant, and Equipment, Lessor Asset under Operating Lease [Table Text Block]

Right of use assets – operating leases are summarized below:

	June 30, 2023		December 31, 2022
	(unaudited)
Warehouse equipment	$	28,484	$	36,170
Office		83,913		106,601
Office equipment		8,178		9,654
Right of use assets, net	$	120,575	$	152,425

Lease, Cost [Table Text Block]

Operating lease liabilities are summarized below:

	June 30, 2023			December 31, 2022
	(unaudited)
Warehouse equipment	$	28,484		$	36,170
Office		83,913			106,601
Office equipment		8,178			9,654
Lease liability	$	120,575		$	152,425
Less: current portion		(65,356	)		(64,987	)
Lease liability, non-current	$	55,219		$	87,438

Lessee, Operating Lease, Liability, to be Paid, Maturity [Table Text Block]

Maturity analysis under these lease agreements are as follows:

For the period ended June 30, 2024	$	71,509
For the period ended June 30, 2025		54,547
For the period ended June 30, 2026		2,418
Total	$	128,474
Less: Present value discount		(7,899	)
Lease liability	$	120,575

ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) - USD ($)					3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 03, 2023	Apr. 25, 2022	Apr. 08, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs		$ 250,000					$ (637,168)
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture			$ 48,543	$ 11,405	$ 5,000	$ 150,400	50,680	$ 305,451
Severance Costs					0	$ 0	1,945,650	$ 0
Former CEO and Director [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs					$ 83,333		(526,975)
Debt Instrument, Face Amount		1,000,000
Debt Instrument, Periodic Payment		$ 6,410.26
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)		400,000			400,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture		$ 168,000
Severance Costs							1,819,199
Former CEO and Director [Member] \| Shares to be Delivered on June 1, 2027 [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs							0
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)		266,666
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture		$ 400,000
Severance Costs							400,000
Former CEO and Director [Member] \| Insurance, Other [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs					$ 200		(200)
Severance Costs		$ 1,199					1,199
Former CEO and Director [Member] \| Payment due upon Execution of Agreement [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs							(250,000)
Severance Costs							$ 250,000
Former CEO and Director [Member] \| Separation Costs [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)					400,000		400,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture					$ 168,000
Director of Strategic Acquisitions [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs					33,334		$ (110,193)
Severance Costs	$ 100,000						126,451
Insurance Payments, Monthly	2,548
Director of Strategic Acquisitions [Member] \| Insurance, Other [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs					$ 7,645		(10,193)
Severance Costs	26,451						26,451
Director of Strategic Acquisitions [Member] \| Payment due upon Execution of Agreement [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs	33,333						(100,000)
Severance Costs							$ 100,000
Director of Strategic Acquisitions [Member] \| Payment Due March 15, 2023 [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs	33,333
Director of Strategic Acquisitions [Member] \| Payment Due on April 15, 2023 [Member]
ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) [Line Items]
Payments of Separation Costs	$ 33,334

LIQUIDITY

6 Months Ended

Jun. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Substantial Doubt about Going Concern [Text Block]

2. LIQUIDITY

The accompanying unaudited consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. The Company had an accumulated deficit of $37,281,421 at June 30, 2023 and negative cash flow from operations in the amount of $1,880,139 for the six months ended June 30, 2023. The Company’s current assets exceeded its current liabilities by $4,456,676 as of June 30, 2023. The Company has reported net income of $13,471 for the three months ended June 30, 2023 and a net loss of $2,815,295 for the six months ended June 30, 2023.

The Company continues to work to manage its current liabilities while making changes to operations in order to further improve its cash flow and liquidity position. Management believes the Company achieved significant progress in improving the Company’s liquidity during the three months ended June 30, 2023, as discussed below.

The Company reported a profit in the amount of $13,471 for the three months ended June 30, 2023 compared to a loss in the amount of $1,223,786 during the comparable period of the prior year. Due to the Company’s improved operations performance along with its restructured balance sheet, the Company believes that any issues regarding its near-term liquidity have been resolved.

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Cash flows from operating activities:
Net loss	$ 13,471	$ (1,223,786)	$ (2,815,295)	$ (2,454,163)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			286,869	279,735
Amortization of right of use asset	16,314	19,691	31,850	35,162
Amortization of prepaid loan fees			0	20,582
Amortization of discount on notes payable			729	0
Stock based compensation			250,851	367,492
Loss on extinguishment of debt	0	40,556	0	40,556
Gain on valuation of stock appreciation rights			(419)	0
Provision (recoveries) for doubtful accounts	46,239	9,171	50,905	8,056
Changes in assets and liabilities:
Accounts receivable, net			313,618	(1,779,184)
Inventory and other current assets, net			333,422	41,607
Accounts payable and accrued liabilities			(1,303,268)	627,395
Accrued separation costs - related parties			1,476,482	0
Deferred revenue			(474,033)	(409,159)
Operating lease liability			(31,850)	(35,162)
Net cash used in operating activities			(1,880,139)	(3,257,083)
Cash flows from investing activities:
Acquisition of property and equipment			(32,473)	(92,633)
Net cash used in investing activities			(32,473)	(92,633)
Cash flows from financing activities:
Payment of offering costs for stock previously issued		(50,000)	0	(50,000)
Cash received from notes payable, net of costs			3,285,588	0
Principal payments on debt			0	(167,001)
Principal payments financing leases			(99,942)	(85,176)
Cost of debt financing			0	(110,305)
Net cash provided by (used in) financing activities			3,185,646	(412,482)
Increase (decrease) in cash and cash equivalents			1,273,034	(3,762,198)
Cash and cash equivalents at beginning of period			4,899,398	6,122,671	$ 6,122,671
Cash and cash equivalents at end of period	$ 6,172,432	$ 2,360,473	6,172,432	2,360,473	$ 4,899,398
Cash paid during the period for:
Interest			342,081	128,798

Taxes			0	0
Non-cash investing and financing activities:
(Decrease) Increase in right of use assets & liabilities			0	(13,216)
Finance lease for fixed assets			0	42,500
Debt to Fifth Third Bank paid directly by Maple Mark Bank			0	7,686,481
Issuance of common stock for severance agreement previously accrued			$ 168,000	$ 0

RIGHT OF USE ASSETS – FINANCING LEASES (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disclosure Text Block [Abstract]
Finance Lease, Right-of-Use Asset, Amortization	$ 33,480	$ 39,427	$ 66,960	$ 70,608
Right-of-Use Asset Obtained in Exchange for Finance Lease Liability			$ 0	$ 42,500

REVOLVING CREDIT FACILITIES

6 Months Ended

Jun. 30, 2023

Short-Term Debt [Text Block]

12. REVOLVING CREDIT FACILITIES

	June 30, 2023		December 31, 2022
	(unaudited)
On June 6, 2022, the Company entered into a revolving credit facility (the “MapleMark Revolver”) with MapleMark Bank ("MapleMark”) in the initial amount of $2,014,333. The borrowing base amount is based upon 80% of eligible accounts receivables and 60% of eligible inventory. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the Fifth Third Bank Line of Credit. Any amounts borrowed under the MapleMark Revolver will bear interest at the greater of (a) the Base Rate (the rate of interest per annum quoted in the “Money Rates” section of The Wall Street Journal from time to time and designated as the “Prime Rate”) plus 0.25% per annum and (b) 3.50% per annum. At June 30, 2023, the interest rate was 8.50%. The MapleMark Revolver originally was due to mature on May 27, 2023. The Company applied for a USDA Guarantee and on June 9, 2023, this guarantee was approved. At this time, the Revolver was expanded to $3,000,000 and its term extended to May 27, 2024. The MapleMark Revolver contains certain negative covenants. During the three months ended June 30, 2023, the Company paid interest in the amount of $45,599 on the MapleMark Revolver. During the six months ended June 30, 2023, the Company paid interest in the amount of $85,438 on the MapleMark Revolver.	$	2,014,333	$	2,014,333

Total	$	2,014,333	$	2,014,333

RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) - USD ($)								3 Months Ended	6 Months Ended
	Feb. 04, 2022	Jul. 21, 2021	Jul. 15, 2021	Oct. 14, 2020	Mar. 31, 2020	Aug. 23, 2019	Nov. 05, 2018	Jun. 30, 2023	Jun. 30, 2023	Jul. 12, 2021
Finance Lease #6 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount										$ 16,070
Payable		thirty-six monthly installments of $489
Interest Rate										6.01%
Principal payments								$ 1,371	$ 2,718
Interest Payments								99	218
Finance Lease #5 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount			$ 5,816
Payable			thirty-six monthly installments of $177
Interest Rate			6.01%
Principal payments								493	983
Interest Payments								36	79
Finance Lease #1 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount				$ 514,173
Payable				sixty monthly installments of $9,942
Interest Rate				6.01%
Principal payments								25,804	51,227
Interest Payments								4,020	8,424
Finance Lease #2 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount					$ 152,548
Payable					eighty-four monthly installments of $2,188
Interest Rate					5.44%
Principal payments								5,329	10,587
Interest Payments								1,234	2,540
Finance Lease #3 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount							$ 128,587
Payable							seventy monthly installments of $2,326
Interest Rate							8.33%
Principal payments								6,246	12,364
Interest Payments								859	1,718
Finance Lease #4 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount						$ 80,413
Payable						eighty-four monthly installments of $1,148
Interest Rate						5.00%
Principal payments								2,928	5,820
Interest Payments								552	1,104
Finance Lease #7 [Member]
RIGHT OF USE ASSETS – FINANCING LEASES (Details) - Finance Lease (Parentheticals) [Line Items]
Original amount	$ 42,500
Payable	twenty-four monthly installments of $1,963
Interest Rate	10.10%
Principal payments								5,416	10,697
Interest Payments								$ 474	$ 1,083

EQUITY (Details) - Schedule of share-based compensation, stock options, activity - Share-Based Payment Arrangement, Option [Member]	6 Months Ended
	Jun. 30, 2023 $ / shares shares
EQUITY (Details) - Schedule of share-based compensation, stock options, activity [Line Items]
Options Outstanding \| shares	2,300,000
Options Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.93
Options exercisable \| shares	2,200,000
Options exercisable, Weighted Average Exercise Price \| $ / shares	$ 0.92
Options Issued \| shares	0
Options Issued, Weighted Average Exercise Price \| $ / shares	$ 0
Options Exercised \| shares	0
Options Exercised, Weighted Average Exercise Price \| $ / shares	$ 0
Options Forfeited or expired \| shares	(100,000)
Options Forfeited or expired, Weighted Average Exercise Price \| $ / shares	$ 1.2
Options Outstanding \| shares	2,200,000
Options Outstanding, Weighted Average Exercise Price \| $ / shares	$ 0.92

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details)	Jun. 30, 2023 USD ($)
Stock Appreciation Rights (SARs) [Member]
ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (Details) [Line Items]
Other Accounts Payable and Accrued Liabilities	$ 419

NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares - $ / shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Number of Options	2,200,000	2,350,000
Weighted Average Remaining Contractual Life	7 months 13 days	1 year 6 months 18 days
Options at $0.41 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 0.41	$ 0.41
Number of Options	125,000	125,000
Weighted Average Remaining Contractual Life	9 months 25 days	1 year 9 months 25 days
Options at $0.50 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 0.5	$ 0.5
Number of Options	125,000	125,000
Weighted Average Remaining Contractual Life	9 months 25 days	1 year 9 months 25 days
Options at $0.60 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 0.6	$ 0.6
Number of Options	50,000	50,000
Weighted Average Remaining Contractual Life	2 years 6 months	3 years 6 months
Options at $0.62 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 0.62	$ 0.62
Number of Options	360,000	360,000
Weighted Average Remaining Contractual Life	6 months	1 year 6 months
Options at $0.85 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 0.85	$ 0.85
Number of Options	540,000	540,000
Weighted Average Remaining Contractual Life	6 months	1 year 6 months
Options at $1.00 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 1	$ 1
Number of Options	50,000	50,000
Weighted Average Remaining Contractual Life	2 years 6 months	3 years 6 months
Options at $1.20 [Member]
NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Schedule of Dilutive Shares [Line Items]
Exercise Price	$ 1.2	$ 1.2
Number of Options	950,000	1,100,000
Weighted Average Remaining Contractual Life	5 months 26 days	1 year 4 months 2 days

SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events [Text Block]

17. SUBSEQUENT EVENTS

On July 7, 2023, the Company issued 178,626 shares of common stock to a designee of its prior CEO and a board member pursuant to a compensation agreement. These shares were previously accrued at an average price of $0.23 per share.

RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES

6 Months Ended

Jun. 30, 2023

Lessee, Operating Leases [Text Block]

6. RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES

The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend.

The Company’s lease expense for the three months ended June 30, 2023 and 2022 was entirely comprised of operating leases and amounted to $17,746 and $15,471, respectively. The Company’s lease expense for the six months ended June 30, 2023 and 2022 was entirely comprised of operating leases and amounted to $36,536 and $35,162, respectively.

The Company’s ROU asset amortization for the three months ended June 30, 2023 and 2022 was $16,314 and $19,691, respectively. The Company’s ROU asset amortization for the six months ended June 30, 2023 and 2022 was $31,850 and $35,162, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest.

Right of use assets – operating leases are summarized below:

	June 30, 2023		December 31, 2022
	(unaudited)
Warehouse equipment	$	28,484	$	36,170
Office		83,913		106,601
Office equipment		8,178		9,654
Right of use assets, net	$	120,575	$	152,425

Operating lease liabilities are summarized below:

	June 30, 2023			December 31, 2022
	(unaudited)
Warehouse equipment	$	28,484		$	36,170
Office		83,913			106,601
Office equipment		8,178			9,654
Lease liability	$	120,575		$	152,425
Less: current portion		(65,356	)		(64,987	)
Lease liability, non-current	$	55,219		$	87,438

Maturity analysis under these lease agreements are as follows:

For the period ended June 30, 2024	$	71,509
For the period ended June 30, 2025		54,547
For the period ended June 30, 2026		2,418
Total	$	128,474
Less: Present value discount		(7,899	)
Lease liability	$	120,575

During the year ended December 31, 2022, the Company recorded the removal of a right of use asset and lease liability in the amount of $13,216 due to damage to the asset.

Consolidated Statements of Operations - USD ($)	3 Months Ended		6 Months Ended
Consolidated Statements of Operations - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Income Statement [Abstract]
Revenue	$ 18,833,321	$ 20,523,156	$ 35,828,521	$ 36,166,267
Cost of goods sold	14,040,410	16,074,259	26,949,099	27,991,438
Gross margin	4,792,911	4,448,897	8,879,422	8,174,829
Selling, general and administrative expenses	4,556,149	5,522,049	9,355,235	10,694,475
Separation costs - executive officers	0	0	1,945,650	0
Total operating expenses	4,556,149	5,522,049	11,300,885	10,694,475
Operating income (loss)	236,762	(1,073,152)	(2,421,463)	(2,519,646)
Other income (expense:)
Gain on interest rate swap	0	0	0	294,000
Loss on extinguishment of debt	0	(40,556)	0	(40,556)
Other leasing income	1,900	2,294	3,800	7,384
Interest expense, net	(209,357)	(112,372)	(381,798)	(195,345)
Total other income (expense)	(207,457)	(150,634)	(377,998)	65,483
Net income (loss) before taxes	29,305	(1,223,786)	(2,799,461)	(2,454,163)
Income tax expense	15,834	0	15,834	0
Net income (loss)	$ 13,471	$ (1,223,786)	$ (2,815,295)	$ (2,454,163)
Net income (loss) per share - basic (in Dollars per share)	$ 0	$ (0.03)	$ (0.06)	$ (0.05)
Net income (loss) per share - diluted (in Dollars per share)	$ 0	$ (0.03)	$ (0.06)	$ (0.05)
Weighted average shares outstanding - basic (in Shares)	49,064,084	46,855,525	48,764,822	46,557,498
Weighted average shares outstanding - diluted (in Shares)	49,064,084	46,855,525	48,764,822	46,557,498

LIQUIDITY (Details) - USD ($)	3 Months Ended		6 Months Ended
LIQUIDITY (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Retained Earnings (Accumulated Deficit)	$ (37,281,421)		$ (37,281,421)		$ (34,466,126)
Net Cash Provided by (Used in) Operating Activities			(1,880,139)	$ (3,257,083)
Working Capital (Deficit)			4,456,676
Net Income (Loss) Attributable to Parent	$ 13,471	$ (1,223,786)	$ (2,815,295)	$ (2,454,163)

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
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-Section 50
-Paragraph 3
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
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-Paragraph 1
-Subparagraph (f)
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-URI https://asc.fasb.org//1943274/2147480175/815-40-65-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-8

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483443/250-10-50-9

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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-Paragraph 11
-Subparagraph (a)
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-11

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 11
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
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Basis of Accounting, Policy [Policy Text Block]

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Accounting Policies, by Policy (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Business Activity

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

Lessee, Leases [Policy Text Block]

Leases

Revenue [Policy Text Block]

Revenue Recognition

Revenue from Contract with Customer [Policy Text Block]

Deferred Revenue

The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets:

Balance as of December 31, 2021	$	1,631,406
Cash payments received		700,582
Net sales recognized		(1,081,044	)
Balance as of March 31, 2022 (unaudited)	$	1,250,944

Cash payments received		99,989
Net sales recognized		(128,686	)
Balance as of June 30, 2022 (unaudited)	$	1,222,247

Balance as of December 31, 2022	$	1,558,155
Cash payments received		215,346
Net sales recognized		(534,711	)
Balance as of March 31, 2023 (unaudited)	$	1,238,790

Cash payments received		361,151
Net sales recognized		(515,819	)
Balance as of June 30, 2023 (unaudited)	$	1,084,122

Long-Duration Contracts Revenue Recognition, Policy [Policy Text Block]

Disaggregation of Revenue

The following table represents a disaggregation of revenue for the three and six months ended June 30, 2023 and 2022:

	Three Months Ended
	June 30,
	2023		2022
	(unaudited)		(unaudited)
Specialty Foodservice	$	16,045,427	$	16,900,908
E-Commerce		2,208,056		3,185,325
National Brand Management		309,395		251,819
Logistics		270,443		185,104
Total	$	18,833,321	$	20,523,156

	Six Months Ended
	June 30,
	2023		2022
	(unaudited)		(unaudited)
Specialty Foodservice	$	29,850,212	$	28,441,743
E-Commerce		4,834,214		6,797,669
National Brand Management		625,083		535,966
Logistics		519,012		390,889
Total	$	35,828,521	$	36,166,267

Cost of Goods and Service [Policy Text Block]

Cost of goods sold

We have also included all payroll costs as cost of goods sold in our leasing and logistics services business.

Earnings Per Share, Policy [Policy Text Block]

Basic and Diluted Earnings Per Share

Dilutive shares at June 30, 2023:

Stock Options

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at June 30, 2023:

				Weighted
				Average
				Remaining
Exercise		Number		Contractual
Price		of Options		Life (years)
$	0.41		125,000		0.82
$	0.50		125,000		0.82
$	0.60		50,000		2.50
$	0.62		360,000		0.50
$	0.85		540,000		0.50
$	1.00		50,000		2.50
$	1.20		950,000		0.49
			2,200,000		0.62

Restricted Stock Awards

Stock-based compensation

Dilutive shares at June 30, 2022:

Stock Options

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at June 30, 2022:

				Weighted
				Average
				Remaining
Exercise		Number		Contractual
Price		of Options		Life (years)
$	0.41		125,000		1.82
$	0.50		125,000		1.82
$	0.60		50,000		3.50
$	0.62		360,000		1.50
$	0.85		540,000		1.50
$	1.00		50,000		3.50
$	1.20		1,100,000		1.34
			2,350,000		1.55

Restricted Stock Awards

Stock-based compensation

New Accounting Pronouncements, Policy [Policy Text Block]

New Accounting Pronouncements

RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - USD ($)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items]
Operating Lease, Expense	$ 17,746	$ 15,471	$ 36,536	$ 35,162
Operating Lease, Right-of-Use Asset, Periodic Reduction	$ 16,314	$ 19,691	$ 31,850	$ 35,162
Increase (Decrease) in Operating Lease Liability					$ 13,216
Minimum [Member]
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	1 year		1 year
Maximum [Member]
RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) [Line Items]
Lessee, Operating Lease, Term of Contract	3 years		3 years

NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Deferred Revenue, by Arrangement, Disclosure - USD ($)	3 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022
Deferred Revenue By Arrangement Disclosure Abstract
Balance	$ 1,238,790	$ 1,558,155	$ 1,250,944	$ 1,631,406
Cash payments received	361,151	215,346	99,989	700,582
Net sales recognized	(515,819)	(534,711)	(128,686)	(1,081,044)
Balance	$ 1,084,122	$ 1,238,790	$ 1,222,247	$ 1,250,944

NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES (Details) - Disaggregation of Revenue - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Disaggregation of Revenue [Line Items]
Revenues	$ 18,833,321	$ 20,523,156	$ 35,828,521	$ 36,166,267
Specialty Food Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	16,045,427	16,900,908	29,850,212	28,441,743
Ecommerce [Member]
Disaggregation of Revenue [Line Items]
Revenues	2,208,056	3,185,325	4,834,214	6,797,669
National Brand Management [Member]
Disaggregation of Revenue [Line Items]
Revenues	309,395	251,819	625,083	535,966
Warehouse and Logistic Services [Member]
Disaggregation of Revenue [Line Items]
Revenues	$ 270,443	$ 185,104	$ 519,012	$ 390,889

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

RIGHT OF USE ASSETS – FINANCING LEASES (Tables)

6 Months Ended

Jun. 30, 2023

Lease, Cost [Table Text Block]

The Company has financing leases for vehicles and warehouse equipment. Right of use asset – financing leases are summarized below:

	June 30, 2023			June 30, 2022
	(unaudited)
Vehicles	$	404,858		$	404,858
Warehouse Equipment		555,416			555,416
Total before accumulated depreciation		960,274			960,274
Less: accumulated depreciation		(456,911	)		(389,951	)
Total	$	503,363		$	570,323

Finance Lease [Table Text Block]

Financing lease liabilities are summarized below:

	June 30, 2023		December 31, 2022
	(unaudited)
Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $1,371 and $99, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $2,718 and $218, respectively.	$	5,678	$	8,396

Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $493 and $36, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $983 and $79, respectively.	$	2,057	$	3,040

Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amount of $25,804 and $4,020, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amount of $51,227 and $8,424, respectively.	$	250,499	$	301,726

Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,329 and $1,234, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $10,587 and $2,540, respectively.	$	87,098	$	97,685

	June 30, 2023		December 31, 2022
	(unaudited)

Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $6,246 and $859, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $12,364 and $1,718, respectively.	$	30,923	$	43,287

Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $2,928 and $552, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,820 and $1,104, respectively.	$	39,289	$	45,109

Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,416 and $474, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $10,697 and $1,083, respectively.	$	15,129	$	25,826

Total	$	430,673	$	525,069

Current portion	$	190,507	$	191,977
Long-term maturities		240,166		333,092
Total	$	430,673	$	525,069

Finance Lease, Liability, to be Paid, Maturity [Table Text Block]

Aggregate maturities of lease liabilities:

2024	$	190,507
2025		154,391
2026		67,476
2027		18,299
Total	$	430,673

ACCRUED INTEREST (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Accrued interest [Member]
ACCRUED INTEREST (Details) [Line Items]
Interest Payable	$ 61,316	$ 18,104

INVENTORY (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current [Table Text Block]

Inventory consists primarily of specialty food products. At June 30, 2023 and December 31, 2022, inventory consisted of the following:

	June 30, 2023		December 31, 2022
	(unaudited)
Finished goods inventory	$	2,619,771	$	3,053,852
Allowance for slow moving & obsolete inventory		-		-
Finished goods inventory, net	$	2,619,771	$	3,053,852

REVOLVING CREDIT FACILITIES (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Line of Credit Facilities [Table Text Block]

	June 30, 2023		December 31, 2022
	(unaudited)
On June 6, 2022, the Company entered into a revolving credit facility (the “MapleMark Revolver”) with MapleMark Bank ("MapleMark”) in the initial amount of $2,014,333. The borrowing base amount is based upon 80% of eligible accounts receivables and 60% of eligible inventory. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the Fifth Third Bank Line of Credit. Any amounts borrowed under the MapleMark Revolver will bear interest at the greater of (a) the Base Rate (the rate of interest per annum quoted in the “Money Rates” section of The Wall Street Journal from time to time and designated as the “Prime Rate”) plus 0.25% per annum and (b) 3.50% per annum. At June 30, 2023, the interest rate was 8.50%. The MapleMark Revolver originally was due to mature on May 27, 2023. The Company applied for a USDA Guarantee and on June 9, 2023, this guarantee was approved. At this time, the Revolver was expanded to $3,000,000 and its term extended to May 27, 2024. The MapleMark Revolver contains certain negative covenants. During the three months ended June 30, 2023, the Company paid interest in the amount of $45,599 on the MapleMark Revolver. During the six months ended June 30, 2023, the Company paid interest in the amount of $85,438 on the MapleMark Revolver.	$	2,014,333	$	2,014,333

Total	$	2,014,333	$	2,014,333

RELATED PARTY TRANSACTIONS (Details) - USD ($)							3 Months Ended		6 Months Ended
RELATED PARTY TRANSACTIONS (Details) - USD ($)	Jun. 08, 2023	May 15, 2023	Apr. 14, 2023	Feb. 03, 2023	Apr. 25, 2022	Apr. 08, 2022	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in Shares)	1,500,000
Payments of Separation Costs				$ 250,000					$ (637,168)
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture					$ 48,543	$ 11,405	$ 5,000	$ 150,400	50,680	$ 305,451
Stock Appreciation Rights (SARs) [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares)	1,500,000	1,500,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture									419
SARs priced at $1.50 [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares)	750,000	750,000
Shares Issued, Price Per Share (in Dollars per share)	$ 1.5	$ 1.5
SARs priced at $2.00 [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period (in Shares)	750,000	750,000
Shares Issued, Price Per Share (in Dollars per share)	$ 2	$ 2
Chief Operating Officer [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Officer Salary, Annual Increase, Percentage			3.00%
Employment Agreement, Bonus			$ 29,370
Chief Operating Officer [Member] \| Maximum [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Salary and Wage, Officer, Excluding Cost of Good and Service Sold			300,000
Chief Executive Officer [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)										468,187
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture										$ 300,800
Chief Executive Officer [Member] \| Maximum [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Employment Agreement, Bonus			80,000
Employment Agreement, Reimburement			$ 5,000
Former CEO and Director [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments of Separation Costs							$ 83,333		(526,975)
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)				400,000			400,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture				$ 168,000
Former CEO and Director [Member] \| Insurance, Other [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments of Separation Costs							$ 200		$ (200)
Former CEO and Director [Member] \| Separation Costs [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, before Forfeiture (in Shares)							400,000		400,000
Shares Issued, Value, Share-Based Payment Arrangement, before Forfeiture							$ 168,000
Director of Strategic Acquisitions [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments of Separation Costs							33,334		$ (110,193)
Director of Strategic Acquisitions [Member] \| Insurance, Other [Member]
RELATED PARTY TRANSACTIONS (Details) [Line Items]
Payments of Separation Costs							$ 7,645		$ (10,193)

Consolidated Balance Sheets - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets
Cash and cash equivalents	$ 6,172,432	$ 4,899,398
Accounts receivable, net	4,604,872	4,969,395
Inventory	2,619,771	3,053,852
Other current assets	390,091	289,432
Total current assets	13,787,166	13,212,077
Property and equipment, net	7,754,787	7,921,561
Right of use assets, operating leases, net	120,575	152,425
Right of use assets, finance leases, net	503,363	570,323
Other amortizable intangible assets, net	10,332	30,994
Tradenames and other unamortizable intangible assets	1,532,822	1,532,822
Total assets	23,709,045	23,420,202
Current liabilities
Accounts payable and accrued liabilities	5,444,639	6,853,253
Accrued separation costs, related parties, current portion	350,590	0
Accrued interest	61,316	18,104
Deferred revenue	1,084,122	1,558,155
Line of Credit	2,014,333	2,014,333
Notes payable - current portion	119,627	5,711,800
Lease liability - operating leases, current	65,356	64,987
Lease liability - finance leases, current	190,507	191,977
Total current liabilities	9,330,490	16,412,609
Note payable, net of discount	8,934,659	0
Accrued separation costs, related parties, non-current	957,892	0
Lease liability - operating leases, non-current	55,219	87,438
Lease liability - finance leases, non-current	240,166	333,092
Total liabilities	19,518,426	16,833,139
Commitments & Contingencies (see note 16)
Stockholders' equity
Common stock: $0.0001 par value; 500,000,000 shares authorized; 50,969,327 and 49,427,297 shares issued, and 48,131,747 and 46,589,717 shares outstanding at June 30, 2023 and December 31, 2022, respectively	5,092	4,938
Additional paid-in capital	42,608,233	42,189,471
Common stock to be issued, 847,320 and 1,499,940 shares at June 30, 2023 and December 31, 2022, respectively	85	150
Treasury stock: 2,623,171 and 2,623,171 shares outstanding at June 30, 2023 and December 31, 2022, respectively.	(1,141,370)	(1,141,370)
Accumulated deficit	(37,281,421)	(34,466,126)
Total liabilities and stockholders' equity	4,190,619	6,587,063
Total stockholders' equity	$ 23,709,045	$ 23,420,202

RIGHT OF USE ASSETS – FINANCING LEASES

6 Months Ended

Jun. 30, 2023

Lessee, Finance Leases [Text Block]

7. RIGHT OF USE ASSETS – FINANCING LEASES

The Company has financing leases for vehicles and warehouse equipment. Right of use asset – financing leases are summarized below:

	June 30, 2023			June 30, 2022
	(unaudited)
Vehicles	$	404,858		$	404,858
Warehouse Equipment		555,416			555,416
Total before accumulated depreciation		960,274			960,274
Less: accumulated depreciation		(456,911	)		(389,951	)
Total	$	503,363		$	570,323

Depreciation expense related to right of use assets for the three months ended June 30, 2023 and 2022 was $33,480 and $39,427, respectively Depreciation expense related to right of use assets for the six months ended June 30, 2023 and 2022 was $66,960 and $70,608, respectively.

During the six months ended June 30, 2023 and 2022, the Company recorded right of use assets and lease liabilities in the amount of $0 and $42,500, respectively, due to the execution of new financing lease agreements.

Financing lease liabilities are summarized below:

	June 30, 2023		December 31, 2022
	(unaudited)
Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $1,371 and $99, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $2,718 and $218, respectively.	$	5,678	$	8,396

Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $493 and $36, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $983 and $79, respectively.	$	2,057	$	3,040

Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amount of $25,804 and $4,020, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amount of $51,227 and $8,424, respectively.	$	250,499	$	301,726

Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,329 and $1,234, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $10,587 and $2,540, respectively.	$	87,098	$	97,685

	June 30, 2023		December 31, 2022
	(unaudited)

Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $6,246 and $859, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $12,364 and $1,718, respectively.	$	30,923	$	43,287

Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $2,928 and $552, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,820 and $1,104, respectively.	$	39,289	$	45,109

Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1%. During the three months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $5,416 and $474, respectively. During the six months ended June 30, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $10,697 and $1,083, respectively.	$	15,129	$	25,826

Total	$	430,673	$	525,069

Current portion	$	190,507	$	191,977
Long-term maturities		240,166		333,092
Total	$	430,673	$	525,069

Aggregate maturities of lease liabilities:

For the twelve months ended June 30,

2024	$	190,507
2025		154,391
2026		67,476
2027		18,299
Total	$	430,673

RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES (Details) - Lessee, Operating Lease, Liability, Maturity - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Lessee Operating Lease Liability Maturity Abstract
For the period ended June 30, 2024	$ 71,509
For the period ended June 30, 2025	54,547
For the period ended June 30, 2026	2,418
Total	128,474
Less: Present value discount	(7,899)
Lease liability	$ 120,575	$ 152,425

INTANGIBLE ASSETS (Details) - USD ($)	3 Months Ended		6 Months Ended
INTANGIBLE ASSETS (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
INTANGIBLE ASSETS (Details) [Line Items]
Other Intangible Assets, Net	$ 1,543,154		$ 1,543,154		$ 1,563,816
Amortization of Intangible Assets	10,331	$ 10,231	20,662	$ 20,562
IGourmet, LLC [Member]
INTANGIBLE ASSETS (Details) [Line Items]
Other Intangible Assets, Net	1,055,400		1,055,400
Mouth Foods [Member]
INTANGIBLE ASSETS (Details) [Line Items]
Other Intangible Assets, Net	260,422		260,422
Artisan [Member]
INTANGIBLE ASSETS (Details) [Line Items]
Other Intangible Assets, Net	$ 217,000		$ 217,000

NOTES PAYABLE (Details) - Schedule of debt - USD ($)	Jun. 30, 2023	Dec. 31, 2022
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Total	$ 9,439,360	$ 5,711,800
Discount	(385,074)	0
Total, net of discount	9,054,286	5,711,800
Current portion	119,627	5,711,800
Long-term maturities	8,934,659	0
Loans Payable [Member]
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Notes payable	4,720	10,267
Maple Mark Term Loan 1 [Member]
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Notes payable	0	5,324,733
Maple Mark Term Loan 3 [Member]
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Notes payable	9,057,840	0
Maple Mark Term Loan 2 [Member]
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Notes payable	356,800	356,800
Convertible Debt [Member]
NOTES PAYABLE (Details) - Schedule of debt [Line Items]
Convertible Note Payable	$ 20,000	$ 20,000

EQUITY

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Equity [Text Block]

14. EQUITY

Common Stock

At June 30, 2023 and December 31, 2022, a total of 2,837,580 shares are deemed issued but not outstanding by the Company.

For the six months ended June 30, 2023:

Shares issued to employees

On February 28, 2023, the Company issued 267,030 shares with a value of $112,153 to three employees as compensation.

Shares issued to previous Chief Executive officer

The Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 400,007 shares of common stock with a market value of $93,600 were accrued for issuance to its previous Chief Executive Officer; of this amount, 207,839 with a market value of $52,919 were withheld for the payment of income taxes, and the net number of shares issuable to the previous Chief Executive Officer was 192,168 with a market value of $45,680. The Company also issued 400,000 shares of common stock to the previous Chief Executive Officer pursuant to the SK Agreements. See note 10.

Shares accrued to be issued to board members

During the three and six months ended June 30, 2023, a total of 15,106 and 30,212 shares of common stock, respectively, with a market value of $5,000 and $10,000, respectively, were accrued for issuance to two board members.

Share based executive compensation plans

During the three and six months ended June 30, 2023, the amounts of $58,283 and $78,482 respectively were expensed for the share- based plan for the Chief Executive Officer, and the $9,521 was expensed for the share based plan for the Chief Operating Officer (see below). These restricted stock grants are being amortized over their vesting periods of one to three years.

Stock Appreciation Rights

Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, it’s Chief Operating Officer. The Smallwood SARs vest upon issuance, and expire on December 31, 2026; 750,000 of the Smallwood SARs are priced at $1.50 per share, and 750,000 are priced at $2.00 per share. It is the Company’s intention to settle the Smallwood SARs in cash. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $3,355 upon issuance. This amount was charged to non-cash compensation during the three months ended June 30, 2023, and credited to a current liability on the Company’s balance sheet. The Smallwood SARs will be revalued each reporting period and any change in value will be charged to compensation expense. At June 30, 2023, the Smallwood SARs had a fair value of $419; the decrease in value in the amount of $2,936 was credited to compensation expense. See note 9.

The following variables were utilized in valuing the Smallwood SARs:

Volatility		45.0-53.3	%
Dividends	$	0
Risk-free interest rates		3.67-4.87	%
Expected term (years)		2.63-2.51

As of June 30, 2023, total common stock outstanding was 50,969,327 shares issued and 847,320 shares vested by management, directors, and consultants but not yet issued.

Chief Executive Officer share-based incentive plan

On February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO. See note 15. Pursuant to this agreement, Mr. Bennett was provided with an incentive compensation plan (the “CEO Stock Plan”) whereby Mr. Bennett would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below:

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.60		2.00	%		943,531
$	0.80		1.50	%		707,649
$	1.00		1.00	%		471,766
$	1.20		0.75	%		353,824
$	1.40		0.75	%		353,824
$	1.60		0.50	%		235,883
$	1.80		0.50	%		235,883
$	2.00		0.50	%		235,883

The Company relied upon the guidance of Statement of Financial Account Standards No. 718 Compensation – Stock Compensation (“ASC 718”) in accounting for the CEO Stock Plan. A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions:

	●	The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility.

	●	The Company would award the stock upon triggering the thresholds.

	●	Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company.

	●	No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations.

	●	Awards/Payouts were discounted at the risk–free rate.

The plan was valued as of February 3, 2023. The following variables were utilized:

Volatility		113.7	%
Dividends	$	0
Risk-free interest rates		4.29	%
Expected term (years)		2.91

The value of the plan was determined to be $660,541. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 34 months. During the three months and six ended June 30, 2023, the amounts of $20,199 and $58,283, respectively, were charged to operations pursuant to the CEO Stock Plan.

Chief Operating Officer share-based incentive plan

On April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May 15, 2023. See note 15. Pursuant to this agreement, Mr. Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”) whereby Mr. Smallwood would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below:

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.87		0.40	%		196,627
$	1.16		0.30	%		147,470
$	1.45		0.20	%		98,313
$	1.74		0.15	%		73,735
$	2.03		0.15	%		73,735
$	2.32		0.10	%		49,157
$	2.61		0.10	%		49,157
$	2.90		0.10	%		49,157

	●	The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility.

	●	The Company would award the stock upon triggering the thresholds.

	●	Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company.

	●	No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations.

	●	Awards/Payouts were discounted at the risk–free rate.

The plan was valued as of May 15, 2023. The following variables were utilized:

Volatility		103.9	%
Dividends	$	0
Risk-free interest rates		4.45	%
Expected term (years)		2.63

The value of the plan was determined to be $199,951. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 31.5 months. During the three and six months ended June 30, 2023, the amount of $9,521 was charged to operations pursuant to the COO Stock Plan.

Six months ended June 30, 2022:

During the six months ended June 30, 2022 in connection with stock based compensation based upon the terms of employment agreements with its employees and compensation agreements with the Company’s independent board members, the Company charged to operations the amount of $20,000 for the vesting of a total of 51,624 shares of common stock issuable to two of its independent board members, and $300,800 for the vesting of a total of 906,890 shares of common stock issuable to its Chief Executive Officer pursuant to his employment agreement. The Company also recognized non-cash compensation in the amount of $4,652 during the six months ended June 30, 2022 in connection with stock options issuable to management and board members.

On April 8, 2022, the Company issued 33,445 shares with a value of $11,405 to an employee as compensation.

On April 25, 2022, the Company issued 142,857 shares with a value of $48,543 to a service provider.

As of June 30, 2022, total common stock outstanding was 48,290,859 shares issued and 1,723,288 shares vested by management and directors pursuant to their compensation plans but not yet issued.

Options

The following table summarizes the options outstanding at June 30, 2023 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company:

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		Remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
Prices		Outstanding		life (years)		Options		Exercisable		Options
$	0.41		125,000		0.82	$	0.41		125,000	$	0.41
$	0.50		125,000		0.82	$	0.50		125,000	$	0.50
$	0.60		50,000		2.50	$	0.60		43,750	$	0.60
$	0.62		360,000		0.50	$	0.62		360,000	$	0.62
$	0.85		540,000		0.50	$	0.85		540,000	$	0.85
$	1.00		50,000		2.50	$	1.00		43,750	$	1.00
$	1.20		950,000		0.49	$	1.20		950,000	$	1.20
			2,200,000		0.62	$	0.92		2,200,000	$	0.92

Transactions involving stock options are summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Options outstanding at December 31, 2022		2,300,000		$	0.93

Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(100,000	)	$	1.20

Options outstanding at June 30, 2023 (unaudited)		2,200,000		$	0.92
Options exercisable at June 30, 2023 (unaudited)		2,200,000		$	0.92

Aggregate intrinsic value of options outstanding and exercisable at June 30, 2023 and 2022 was $0. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $0.37 and $0.24 as of June 30, 2023 and 2022, respectively, and the exercise price multiplied by the number of options outstanding.

During the three months ended June 30, 2023 and 2022, the Company charged $0 and $2,326, respectively, to operations to recognized stock-based compensation expense for employee and board member stock options. During the six months ended June 30, 2023 and 2022, the Company charged $0 and $4,652, respectively, to operations to recognized stock-based compensation expense for employee and board member stock options.

The entire disclosure for equity.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Property, Plant and Equipment [Abstract]

ACCRUED SEPARATION COSTS - RELATED PARTIES (Details) - Schedule of Related Party Transactions - USD ($)			3 Months Ended		6 Months Ended
	Feb. 28, 2023	Feb. 03, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
Total			$ 0	$ 0	$ 1,945,650	$ 0
Paid		$ 250,000			(637,168)
Balance			1,308,482		1,308,482
Current			350,590		350,590		$ 0
Non-current			957,892		957,892
Former CEO and Director [Member]
Related Party Transaction [Line Items]
Total					1,819,199
Paid			83,333		(526,975)
Balance			1,292,224		1,292,224
Current			334,332		334,332
Non-current			957,892		957,892
Former CEO and Director [Member] \| Cash Payment Due March 6, 2026 [Member]
Related Party Transaction [Line Items]
Total					1,000,000
Paid					(108,775)
Balance			891,225		891,225
Current			333,333		333,333
Non-current			557,892		557,892
Former CEO and Director [Member] \| Payment due upon Execution of Agreement [Member]
Related Party Transaction [Line Items]
Total					250,000
Paid					(250,000)
Balance			0		0
Current			0		0
Non-current			0		0
Former CEO and Director [Member] \| Shares to be Delivered on June 1, 2027 [Member]
Related Party Transaction [Line Items]
Total					400,000
Paid					0
Balance			400,000		400,000
Current			0		0
Non-current			400,000		400,000
Former CEO and Director [Member] \| Shares Issued April 2023 [Member]
Related Party Transaction [Line Items]
Total					168,000
Paid					(168,000)
Balance			0		0
Current			0		0
Non-current			0		0
Former CEO and Director [Member] \| Insurance, Other [Member]
Related Party Transaction [Line Items]
Total		$ 1,199			1,199
Paid			200		(200)
Balance			999		999
Current			999		999
Non-current			0		0
Director of Strategic Acquisitions [Member]
Related Party Transaction [Line Items]
Total	$ 100,000				126,451
Paid			33,334		(110,193)
Balance			16,258		16,258
Current			16,258		16,258
Non-current			0		0
Director of Strategic Acquisitions [Member] \| Payment due upon Execution of Agreement [Member]
Related Party Transaction [Line Items]
Total					100,000
Paid	33,333				(100,000)
Balance			0		0
Current			0		0
Non-current			0		0
Director of Strategic Acquisitions [Member] \| Insurance, Other [Member]
Related Party Transaction [Line Items]
Total	$ 26,451				26,451
Paid			7,645		(10,193)
Balance			16,258		16,258
Current			16,258		16,258
Non-current			$ 0		$ 0

PROPERTY AND EQUIPMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
PROPERTY AND EQUIPMENT (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 97,671	$ 91,616	$ 199,247	$ 188,565

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	Jul. 07, 2023 $ / shares shares
SUBSEQUENT EVENTS (Details) [Line Items]
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture \| shares	178,626
Shares Issued, Price Per Share \| $ / shares	$ 0.23

PROPERTY AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2023

Property, Plant and Equipment [Table Text Block]

A summary of property and equipment at June 30, 2023 and December 31, 2022 is as follows:

	June 30, 2023			December 31, 2022
	(unaudited)
Land	$	1,256,895		$	1,256,895
Building		7,191,451			7,191,451
Computer and Office Equipment		619,046			609,018
Warehouse Equipment		401,402			378,957
Furniture and Fixtures		1,021,481			1,021,481
Vehicles		109,441			109,441
Total before accumulated depreciation		10,599,716			10,567,243
Less: accumulated depreciation		(2,844,929	)		(2,645,682	)
Total	$	7,754,787		$	7,921,561

ACCOUNTS RECEIVABLE (Details) - Schedule of accounts receivable - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Accounts Receivable Abstract
Accounts receivable from customers	$ 4,660,309	$ 5,309,620
Allowance for doubtful accounts	(55,437)	(340,225)
Accounts receivable, net	$ 4,604,872	$ 4,969,395

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

6 Months Ended

Jun. 30, 2023

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

9. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at June 30, 2023 and December 31, 2022 are as follows:

	June 30, 2023		December 31, 2022
	(unaudited)
Trade payables and accrued liabilities	$	5,231,786	$	6,599,903
Accrued payroll and commissions		212,853		253,350
Total	$	5,444,639	$	6,853,253

At June 30, 2023, accounts payable and accrued liabilities includes a liability in the amount of $419 in connection with stock appreciation rights granted to the Company’s COO. See note 14.

INVENTORY (Details) - Schedule of Inventory - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Schedule Of Inventory Abstract
Finished goods inventory	$ 2,619,771	$ 3,053,852
Allowance for slow moving & obsolete inventory	0	0
Finished goods inventory, net	$ 2,619,771	$ 3,053,852

EQUITY (Tables)

6 Months Ended

Jun. 30, 2023

EQUITY (Tables) [Line Items]

Schedule of Share-Based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

Volatility		45.0-53.3	%
Dividends	$	0
Risk-free interest rates		3.67-4.87	%
Expected term (years)		2.63-2.51

Volatility		113.7	%
Dividends	$	0
Risk-free interest rates		4.29	%
Expected term (years)		2.91

Volatility		103.9	%
Dividends	$	0
Risk-free interest rates		4.45	%
Expected term (years)		2.63

Share-Based Payment Arrangement, Option, Exercise Price Range [Table Text Block]

The following table summarizes the options outstanding at June 30, 2023 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company:

						Weighted				Weighted
				Weighted		average				average
				average		exercise				exercise
Range of		Number of		Remaining		price of		Number of		price of
exercise		options		contractual		outstanding		options		exercisable
Prices		Outstanding		life (years)		Options		Exercisable		Options
$	0.41		125,000		0.82	$	0.41		125,000	$	0.41
$	0.50		125,000		0.82	$	0.50		125,000	$	0.50
$	0.60		50,000		2.50	$	0.60		43,750	$	0.60
$	0.62		360,000		0.50	$	0.62		360,000	$	0.62
$	0.85		540,000		0.50	$	0.85		540,000	$	0.85
$	1.00		50,000		2.50	$	1.00		43,750	$	1.00
$	1.20		950,000		0.49	$	1.20		950,000	$	1.20
			2,200,000		0.62	$	0.92		2,200,000	$	0.92

Share-Based Payment Arrangement, Option, Activity [Table Text Block]

Transactions involving stock options are summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Options outstanding at December 31, 2022		2,300,000		$	0.93

Granted		-		$	-
Exercised		-		$	-
Cancelled / Expired		(100,000	)	$	1.20

Options outstanding at June 30, 2023 (unaudited)		2,200,000		$	0.92
Options exercisable at June 30, 2023 (unaudited)		2,200,000		$	0.92

Chief Executive Officer [Member]

EQUITY (Tables) [Line Items]

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.60		2.00	%		943,531
$	0.80		1.50	%		707,649
$	1.00		1.00	%		471,766
$	1.20		0.75	%		353,824
$	1.40		0.75	%		353,824
$	1.60		0.50	%		235,883
$	1.80		0.50	%		235,883
$	2.00		0.50	%		235,883

Chief Operating Officer [Member]

EQUITY (Tables) [Line Items]

Disclosure of Share-Based Compensation Arrangements by Share-Based Payment Award [Table Text Block]

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.87		0.40	%		196,627
$	1.16		0.30	%		147,470
$	1.45		0.20	%		98,313
$	1.74		0.15	%		73,735
$	2.03		0.15	%		73,735
$	2.32		0.10	%		49,157
$	2.61		0.10	%		49,157
$	2.90		0.10	%		49,157

ACCOUNTS RECEIVABLE

6 Months Ended

Jun. 30, 2023

Receivables [Abstract]

Loans, Notes, Trade and Other Receivables Disclosure [Text Block]

3. ACCOUNTS RECEIVABLE

At June 30, 2023 and December 31, 2022, accounts receivable consists of:

	June 30, 2023			December 31, 2022
	(unaudited)
Accounts receivable from customers	$	4,660,309		$	5,309,620
Allowance for doubtful accounts		(55,437	)		(340,225	)
Accounts receivable, net	$	4,604,872		$	4,969,395

During the six months ended June 30, 2023, the Company wrote-off accounts receivable in the amount of $335,693 against our reserve for doubtful accounts. As these accounts had all been fully reserved, there was no charge to operations.

During the three and six months ended June 30, 2023, the Company charged the amount of $46,239 and $50,905 to provision for doubtful accounts, respectively. During the three and six months ended June 30, 2022, the Company charged the amount of $9,171 and $8,056 to provision for doubtful accounts, respectively.

RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2023

15. RELATED PARTY TRANSACTIONS

Hiring of COO

On April 14, 2023, the Company entered into an Executive Employment Agreement with Brady Smallwood (the “Smallwood Agreement”). The Smallwood Agreement provides, among other things, for Mr. Smallwood to become the Company’s Chief Operating Officer; employment at-will with an initial term of employment from May 15, 2023 through December 31, 2025 with 9 months of Base Salary as severance payments if terminated without cause or resignation with Good Reason; an annual Base Salary of $300,000 with at least 3% annual increases with additional annual increases; a $29,370 signing bonus; an annual incentive bonus equal to at least $80,000 prorated for partial years; and reimbursement of legal fees up to $5,000. In addition, Mr. Smallwood was initially granted 1,500,000 stock options; on June 8, 2023, this stock option grant was changed to a one-time grant of 1.5 million stock appreciation rights, with 750,000 SARs priced at $1.50 and 750,000 SARs priced at $2.00; and participation in the Company’s benefit plans. Mr. Smallwood is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation. Mr. Bennett is also eligible for stock grants based upon the market price of the Company’s common stock; see note 14.

Separation of prior CEO and of a board member

During the three months ended June 30, 2023, the Company made the following payments in connection with separation agreements with Sam Klepfish, its prior CEO and current board member, and Justin Weirnasz, its prior Director of Strategic Acquisitions and board member. See note 10.

The Company paid cash in the amount of $83,333 to Mr. Klepfish, and made Cobra payments on behalf of Mr. Klepfish in the amount of $200. The Company also issued 400,000 shares of common stock with a fair value of $168,000.

The Company paid cash in the amount of $33,334 to Mr. Weirnasz and made Cobra payments on behalf of Mr. Weirnasz in the amount of $7,645.

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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NOTES PAYABLE (Tables)

6 Months Ended

Jun. 30, 2023

Schedule of Debt [Table Text Block]

	June 30, 2023		December 31, 2022
	(unaudited)

On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 1”) for the original amount of $5,324,733. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. Amounts outstanding under the Term Loans accrued interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At December 31, 2022, the interest rate was 8.75%. The MapleMark loan was originally due to mature on May 27, 2023. and in the event United States Department of Agriculture issues a guarantee of repayment of the MapleMark loan in favor of the Company pursuant to its Business and Industry Loan Guarantee Program (the “USDA Guarantee”), at the Company’s option, the amount of the MapleMark loan can be expanded to $7,420,000. Upon approval of the USDA Loan Guarantee on June 9, 2023, the Company refinanced its term loans with MapleMark Bank. On June 14, 2023, the Company paid the principal and interest due on the MapleMark Term Loan 1 in the amount of $5,324,733 and $61,715, respectively, with proceeds of the MapleMark Term Loan 3 (see below). The Maple Mark Term Loan 1 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $57,106 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the three months ended June 30, 2023, the Company accrued interest in the amount of $103,093 on the MapleMark Term Loan 1. During the six months ended June 30, 2023, the Company accrued interest in the amount of $221,716 on the MapleMark Term Loan 1. At June 30, 2023, this loan has been fully satisfied.	$	-	$	5,324,733

June 30,

2023

December 31,

2022

(unaudited)

On June 13, 2023, the Company entered into a term loan with MapleMark Bank (the “MapleMark Term Loan 3”) in the amount of $9,057,840. Principal and interest due on the MapleMark Term Loan 1 in the amounts of $5,324,733 and $61,715, respectively, were paid with proceeds of the MapleMark Term Loan 3. The MapleMark Term Loan 3 is payable in monthly installments of $80,025 commencing July 1, 2023 and continuing through June 13, 2048.

Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At June 30, 2023, the interest rate was 9.50%. The MapleMark Term Loan 3 matures on June 13 2048.

The MapleMark Term Loan 3 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens.

The Company created a discount on the MapleMark Term Loan 3 for costs in the amount of $385,803 which will be amortized over the life of the loan. During the three months and six month ended June 30, 2023, the Company amortized $729 of these costs to interest expense. During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $43,024 on the MapleMark term Loan 3.

9,057,840

	June 30, 2023		December 31, 2022
	(unaudited)
On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $356,800. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $7,182 and $15,130, respectively, on this loan.	$	356,800	$	356,800

A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $94 and $188, respectively, on this note. At June 30, 2023, accrued interest on this note was $18,292.	$	20,000	$	20,000

Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61% maturing November 5, 2023. During the three months ended June 30, 2023, the Company made principal and interest payments in the amount of $2,789 and $76, respectively, on this loan. During the six months ended June 30, 2023, the Company made principal and interest payments in the amount of $5,547 and $184, respectively, on this loan.	$	4,720	$	10,267

Total	$	9,439,360		$	5,711,800
Discount		(385,074	)		-
Net of discount	$	9,054,286		$	5,711,800

Current portion	$	119,627		$	5,711,800
Long-term maturities		8,934,659			-
Total	$	9,054,286		$	5,711,800

Schedule of Maturities of Long-Term Debt [Table Text Block]

Aggregate maturities of notes payable as of June 30, 2023 are as follows:

2024	$	119,627
2025		104,346
2026		114,728
2027		126,148
2028		138,708
Thereafter		8,835,803
Total	$	9,439,360

REVOLVING CREDIT FACILITIES (Details) - Schedule of Line of Credit Facilities (Parentheticals) - USD ($)		3 Months Ended	6 Months Ended
	Jun. 06, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Line of Credit Facility [Line Items]
Interest paid			$ 342,081	$ 128,798
Interest rate		8.50%	8.50%
Line of Credit [Member] \| Maple Mark Revolver [Member]
Line of Credit Facility [Line Items]
Credit Facility	$ 2,014,333	$ 3,000,000	$ 3,000,000
Interest	Any amounts borrowed under the MapleMark Revolver will bear interest at the greater of (a) the Base Rate (the rate of interest per annum quoted in the “Money Rates” section of The Wall Street Journal from time to time and designated as the “Prime Rate”) plus 0.25% per annum and (b) 3.50% per annum.
Credit facility extended	The MapleMark Revolver originally was due to mature on May 27, 2023. The Company applied for a USDA Guarantee and on June 9, 2023, this guarantee was approved. At this time, the Revolver was expanded to $3,000,000 and its term extended to May 27, 2024.
Interest paid		$ 45,599	$ 85,438

NOTES PAYABLE

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Text Block]

13. NOTES PAYABLE

	June 30, 2023		December 31, 2022
	(unaudited)

On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 1”) for the original amount of $5,324,733. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. Amounts outstanding under the Term Loans accrued interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At December 31, 2022, the interest rate was 8.75%. The MapleMark loan was originally due to mature on May 27, 2023. and in the event United States Department of Agriculture issues a guarantee of repayment of the MapleMark loan in favor of the Company pursuant to its Business and Industry Loan Guarantee Program (the “USDA Guarantee”), at the Company’s option, the amount of the MapleMark loan can be expanded to $7,420,000. Upon approval of the USDA Loan Guarantee on June 9, 2023, the Company refinanced its term loans with MapleMark Bank. On June 14, 2023, the Company paid the principal and interest due on the MapleMark Term Loan 1 in the amount of $5,324,733 and $61,715, respectively, with proceeds of the MapleMark Term Loan 3 (see below). The Maple Mark Term Loan 1 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $57,106 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the three months ended June 30, 2023, the Company accrued interest in the amount of $103,093 on the MapleMark Term Loan 1. During the six months ended June 30, 2023, the Company accrued interest in the amount of $221,716 on the MapleMark Term Loan 1. At June 30, 2023, this loan has been fully satisfied.	$	-	$	5,324,733

June 30,

2023

December 31,

2022

(unaudited)

9,057,840

	June 30, 2023		December 31, 2022
	(unaudited)
On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $356,800. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $7,182 and $15,130, respectively, on this loan.	$	356,800	$	356,800

A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three and six months ended June 30, 2023, the Company accrued interest in the amount of $94 and $188, respectively, on this note. At June 30, 2023, accrued interest on this note was $18,292.	$	20,000	$	20,000

Vehicle acquisition loan dated December 6, 2018 in the original amount of $51,088, payable in sixty monthly installments of $955 including interest at the rate of 4.61% maturing November 5, 2023. During the three months ended June 30, 2023, the Company made principal and interest payments in the amount of $2,789 and $76, respectively, on this loan. During the six months ended June 30, 2023, the Company made principal and interest payments in the amount of $5,547 and $184, respectively, on this loan.	$	4,720	$	10,267

Total	$	9,439,360		$	5,711,800
Discount		(385,074	)		-
Net of discount	$	9,054,286		$	5,711,800

Current portion	$	119,627		$	5,711,800
Long-term maturities		8,934,659			-
Total	$	9,054,286		$	5,711,800

Aggregate maturities of notes payable as of June 30, 2023 are as follows:

For the period ended June 30,

2024	$	119,627
2025		104,346
2026		114,728
2027		126,148
2028		138,708
Thereafter		8,835,803
Total	$	9,439,360

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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