SKYX Platforms (SKYX) 10-Q 12 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 01, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41276
Entity Registrant Name	SKYX PLATFORMS CORP.
Entity Central Index Key	0001598981
Entity Tax Identification Number	46-3645414
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	2855 W. McNab Road
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	(855)
Local Phone Number	759-7584
Title of 12(b) Security	Common Stock, no par value per share
Trading Symbol	SKYX
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		102,501,694

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 10,172,387	$ 16,810,983
Restricted cash		2,750,000
Accounts receivable	2,925,687	3,384,976
Inventory, net	4,538,112	3,425,734
Deferred cost of revenues	308,908	224,445
Prepaid expenses and other assets	1,040,595	721,717
Total current assets	18,985,689	27,317,855
Other assets:
Property and equipment, net	839,998	436,587
Restricted cash	2,876,382	2,869,270
Right of use assets	20,297,189	21,214,652
Intangibles, definite life	5,609,141	8,141,032
Goodwill	16,157,000	16,157,000
Other assets	204,807	204,807
Total other assets	45,984,517	49,023,348
Total Assets	64,970,206	76,341,203
Current liabilities:
Notes payable, current	3,622,945	5,724,129
Operating lease liabilities, current	2,447,069	1,898,428
Royalty obligation	1,000,000	800,000
Consideration payable		730,999
Deferred revenues	2,108,351	1,475,519
Total current liabilities	30,759,312	24,192,550
Long term liabilities:
Long term accounts payable and accrued expenses	300,520	744,953
Notes payable	636,291	1,016,924
Consideration payable		3,038,430
Operating lease liabilities	20,745,239	22,267,558
Royalty obligations	1,100,000	3,100,000
Total long-term liabilities	30,376,324	35,926,643
Total liabilities	61,135,636	60,119,193
Stockholders’ Equity:
Common stock and additional paid-in-capital: $0 par value, 500,000,000 shares authorized; and 102,385,859 and 93,473,433 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	175,398,040	162,025,024
Accumulated deficit	(171,563,470)	(145,803,014)
Accumulated other comprehensive loss
Total stockholders’ equity	3,834,570	16,222,010
Total Liabilities and Stockholders’ Equity	64,970,206	76,341,203
Nonrelated Party [Member]
Current liabilities:
Accounts payable and accrued expenses	16,838,539	12,388,475
Convertible notes, current	3,292,408	225,000
Long term liabilities:
Convertible notes	7,594,274	5,758,778
Related Party [Member]
Current liabilities:
Accounts payable and accrued expenses	500,000
Convertible notes, current	950,000	950,000
Long term liabilities:
Convertible notes

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Common stock, par value	$ 0	$ 0
Common stock, shares authorized	500,000,000	500,000,000
Common stock, shares issued	102,385,859	93,473,433
Common stock, shares outstanding	102,385,859	93,473,433

Consolidated Statements of Oper

Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenue	$ 22,168,919	$ 21,617,579	$ 62,592,888	$ 36,611,659
Cost of revenues	15,327,319	14,917,493	43,596,611	25,207,604
Gross profit loss	6,841,600	6,700,086	18,996,277	11,404,055
Selling and marketing expenses	6,275,742	5,702,647	19,074,266	12,546,736
General and administrative expenses	8,171,293	7,519,042	22,651,096	24,869,910
Total expenses, net	14,447,035	13,221,689	41,725,362	37,416,646
Loss from operations	(7,605,435)	(6,521,603)	(22,729,085)	(26,012,591)
Other income / (expense)
Interest expense, net	(1,015,871)	(662,173)	(3,031,371)	(2,601,526)
Gain on extinguishment of debt				1,201,857
Total other expense, net	(1,015,871)	(662,173)	(3,031,371)	(1,399,669)
Net loss	(8,621,306)	(7,183,776)	(25,760,456)	(27,412,260)
Other comprehensive loss:
Other comprehensive income (loss):				62,147
Net comprehensive loss attributed to common stockholders	$ (8,621,306)	$ (7,183,776)	$ (25,760,456)	$ (27,350,113)
Net loss per share - basic	$ (0.08)	$ (0.08)	$ (0.25)	$ (0.31)
Net loss per share - diluted	$ (0.08)	$ (0.08)	$ (0.25)	$ (0.31)
Weighted average number of common shares outstanding - basic	103,507,590	91,081,313	101,481,416	87,055,643
Weighted average number of common shares outstanding - diluted	103,507,590	91,081,313	101,481,416	87,055,643

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity (Unaudited) - USD ($)	Common Stock Including Additional Paid in Capital [Member]	Common Stock [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022	$ 114,039,638		$ (106,070,358)	$ (62,147)
Balance, shares at Dec. 31, 2022		82,907,541
Common stock issued pursuant to offerings, shares		3,576,458
Common stock issued pursuant to acquisition, shares		1,923,285
Common stock issued pursuant to extinguishment of debt, shares		574,713
Common stock issued pursuant to exercise of options, shares
Common stock issued pursuant to conversion of preferred stock, shares		580,400
Common stock issued pursuant to services, shares		2,283,668
Common stock issued pursuant to offerings	8,231,529
Common stock issued pursuant to services	13,109,135
Common stock issued pursuant to conversion of preferred stock	220,099
Common stock issued pursuant to acquisition	7,327,716
Common stock issued pursuant to exercise of options
Common stock issued pursuant to extinguishment of debt	2,040,231
Debt discount	5,569,978
Net loss			(27,412,260)		(27,412,260)
Other comprehensive income				62,147
Balance at Sep. 30, 2023	150,538,326		(133,482,618)		17,055,708
Balance, shares at Sep. 30, 2023		91,846,065
Balance at Jun. 30, 2023	147,282,469		(126,298,842)
Balance, shares at Jun. 30, 2023		90,660,148
Common stock issued pursuant to offerings, shares		592,150
Common stock issued pursuant to acquisition, shares
Common stock issued pursuant to extinguishment of debt, shares
Common stock issued pursuant to exercise of options, shares
Common stock issued pursuant to conversion of preferred stock, shares
Common stock issued pursuant to services, shares		593,767
Common stock issued pursuant to offerings	785,256
Common stock issued pursuant to services	2,470,601
Common stock issued pursuant to conversion of preferred stock
Common stock issued pursuant to acquisition
Common stock issued pursuant to exercise of options
Common stock issued pursuant to extinguishment of debt
Debt discount
Net loss			(7,183,776)		(7,183,776)
Other comprehensive income
Balance at Sep. 30, 2023	150,538,326		(133,482,618)		17,055,708
Balance, shares at Sep. 30, 2023		91,846,065
Balance at Dec. 31, 2023	162,025,024		(145,803,014)		$ 16,222,010
Balance, shares at Dec. 31, 2023		93,473,433
Common stock issued pursuant to offerings, shares		3,535,067
Common stock issued pursuant to acquisition, shares		1,853,421
Common stock issued pursuant to extinguishment of debt, shares
Common stock issued pursuant to exercise of options, shares		128,023			210,000
Common stock issued pursuant to conversion of preferred stock, shares
Common stock issued pursuant to services, shares		3,395,915
Common stock issued pursuant to offerings	4,330,295
Common stock issued pursuant to services	9,035,221
Common stock issued pursuant to conversion of preferred stock
Common stock issued pursuant to acquisition
Common stock issued pursuant to exercise of options					$ 7,500
Common stock issued pursuant to extinguishment of debt
Debt discount
Net loss			(25,760,456)		(25,760,456)
Other comprehensive income
Balance at Sep. 30, 2024	175,398,040		(171,563,470)		3,834,570
Balance, shares at Sep. 30, 2024		102,385,859
Balance at Jun. 30, 2024	172,426,254		(162,942,164)
Balance, shares at Jun. 30, 2024		101,249,700
Common stock issued pursuant to offerings, shares
Common stock issued pursuant to acquisition, shares
Common stock issued pursuant to extinguishment of debt, shares
Common stock issued pursuant to exercise of options, shares		128,023
Common stock issued pursuant to conversion of preferred stock, shares
Common stock issued pursuant to services, shares		1,008,136
Common stock issued pursuant to offerings
Common stock issued pursuant to services	2,964,286
Common stock issued pursuant to conversion of preferred stock
Common stock issued pursuant to acquisition
Common stock issued pursuant to exercise of options					7,500
Common stock issued pursuant to extinguishment of debt
Debt discount
Net loss			(8,621,306)		(8,621,306)
Other comprehensive income
Balance at Sep. 30, 2024	$ 175,398,040		$ (171,563,470)		$ 3,834,570
Balance, shares at Sep. 30, 2024		102,385,859

Consolidated Statements of Cash

Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities:
Net loss	$ (25,760,456)	$ (27,412,260)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	3,125,903	2,098,935
Amortization of debt discount	933,476	867,572
Impairment of intangible assets	1,118,750
Gain on forgiveness of debt		(1,201,857)
Non-cash equity-based compensation expense	9,035,220	13,109,135
Change in operating assets and liabilities:
Inventory	(1,112,378)	(1,675,394)
Accounts receivable	459,289	(512,826)
Prepaid expenses and other assets	(318,878)	79,224
Deferred charges	(84,463)	1,200,916
Deferred revenues	632,832	(74,111)
Operating lease liabilities	(1,636,374)	(215,743)
Accretion operating lease liabilities		890,474
Other assets
Royalty obligation	(400,000)
Consideration payable	(750,000)
Accounts payable and accrued expenses	1,805,631	2,753,572
Net cash used in operating activities	(12,951,448)	(10,092,363)
Cash flows from investing activities:
Purchase of debt securities		(136,033)
Proceeds from disposition of debt securities		7,572,136
Acquisition, net of cash acquired		(4,206,200)
Purchase of property and equipment	(536,014)	(119,942)
Net cash (used in) provided by investing activities	(536,014)	3,109,961
Cash flows from financing activities:
Proceeds from issuance of common stock- offerings	4,426,221	8,723,461
Placement costs	(88,426)	(491,932)
Proceeds from line of credit	120,687	6,197,695
Proceeds from issuance of convertible notes		10,350,000
Principal repayments of notes payable	(2,652,504)	(5,147,300)
Net cash provided by financing activities	4,105,978	19,631,924
(Decrease) increase in cash, cash equivalents and restricted cash	(9,381,484)	12,649,522
Cash, cash equivalents, and restricted cash at beginning of period	22,430,253	9,461,597
Cash, cash equivalents and restricted cash at end of period	13,048,769	22,111,119
Cash paid during the period for:
Interest	1,161,304	666,539
Supplementary disclosure of non-cash financing activities:
Substitution of consideration payable to convertible notes	3,117,408
Substitution of royalty payable to convertible notes	1,000,000
Assets acquiring excluding identifiable intangible assets and goodwill and cash		7,090,094
Liabilities assumed and consideration payable		19,755,903
Identifiable intangible assets and goodwill		19,993,525
Debt discount		5,569,978
Common stock issued pursuant to antidilutive provisions
Fair value of shares issued pursuant to acquisition		7,327,716
Common stock pursuant to extinguishment of debt		2,040,231
Right-of-use assets and operating lease liabilities	662,698
Nonrelated Party [Member]
Cash flows from financing activities:
Proceeds from anticipated issuance of preferred stock	1,800,000
Related Party [Member]
Cash flows from financing activities:
Proceeds from anticipated issuance of preferred stock	$ 500,000

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (8,621,306)	$ (7,183,776)	$ (25,760,456)	$ (27,412,260)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Sep. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false
Rule 10b5-1 Arrangement Modified	false
Non-Rule 10b5-1 Arrangement Modified	false

ORGANIZATION AND NATURE OF OPER

ORGANIZATION AND NATURE OF OPERATIONS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION AND NATURE OF OPERATIONS	NOTE 1 ORGANIZATION AND NATURE OF OPERATIONS SKYX Platforms Corp., a corporation (the “Company”), was incorporated in Florida in May 2004. The Company maintains offices in Sacramento, California, Johns Creek, Georgia, Miami and Pompano Beach, Florida, New York City, and Guangdong Province, China. The Company has a series of advanced-safe-smart platform technologies. The Company’s first-generation technologies enable light fixtures, ceiling fans and other electrically wired products to be installed safely and plugged-in to a ceiling’s electrical outlet box within seconds, and without the need to touch hazardous wires. The plug and play technology method is a universal power-plug device that has a matching receptacle that is simply connected to the electrical outlet box on the ceiling, enabling a safe and quick plug and play installation of light fixtures and ceiling fans in just seconds. The plug and play power-plug technology eliminates the need of touching hazardous electrical wires while installing light fixtures, ceiling fans and other hard wired electrical products. In recent years, the Company has expanded the capabilities of its power-plug product, to include its second generation advanced-safe and quick universal installation methods, as well as advanced-smart capabilities. The smart features include control of light fixtures and ceiling fans by the SkyHome App, through WIFI, Bluetooth Low Energy and voice control. It allows scheduling, energy savings eco mode, dimming, back-up emergency light, night light, light color changing and much more. The Company’s third-generation technology is an all-in-one safe and smart-advanced platform that is designed to enhance all-around safety and lifestyle of homes and other buildings. Since April 2023, the Company also markets home lighting, ceiling fans and other home furnishings from third parties. Going Concern The Company’s liquidity sources include $ 13 2.9 11.7 13.0 10.1 4.1 19.6 Management intends to mitigate such conditions by supporting its continued growth, decreasing its cash used in operating activities through increased revenues and increased margins from products sold to large retailers and its internet portals, and to the extent necessary, generate cash provided by financing activities through its at the market (“ATM”) offering or other equity or debt financing means.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional disclosures and accounting policies. Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results will differ from estimates. Basis of Consolidation The consolidated financial statements include the results of the Company and one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2023 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28, 2023. All intercompany balances and transactions have been eliminated in consolidation. Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash composition was follows: SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,172,387 $ 16,810,983 Restricted cash 2,876,382 5,619,270 Total cash, cash equivalents and restricted cash $ 13,048,769 $ 22,430,253 Restricted Cash The Company issued a letter of credit of $ 2.8 2.8 750,000 2.0 Customer Contracts Balances Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivables are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. As of September 30, 2024, and December 31, 2023, the Company’s allowance for doubtful accounts was $ 8,584 54,987 The Company determines an allowance for sales returns based upon historical experience. As of September 30, 2024, and December 31, 2023, the Company’s allowance for sales returns was $ 26,393 182,584 The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying balance sheet. Deferred revenues amounted to $ 2,108,351 1,475,519 The costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $ 308,908 224,445 Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. SCHEDULE OF INVENTORY September 30, 2024 December 31, 2023 Inventory, component parts $ 2,975,163 $ 2,230,252 Inventory, finished goods 2,862,949 2,495,482 Allowance (1,300,000 ) (1,300,000 ) Inventory-total $ 4,538,112 $ 3,425,734 The Company will maintain an allowance based on specific inventory items that have shown no activity over a reasonable period. The Company tracks inventory as it is repurposed, disposed, scrapped, or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. The Company has recorded an allowance of $ 1.3 GE Agreements The Company has the following agreements with General Electric (“GE”) related to the Company’s products. A U.S. and Global Licensing and Master Service Agreement dated December 4, 2023, which replaced a prior agreement with similar terms. The agreement expires on December 4, 2028 and includes automatic renewal provisions. Pursuant to such agreement, GE’s licensing team has the rights to exclusively license certain of the Company’s Standard and Smart plug-and-play products set forth in a statement of work in the U.S. and worldwide. Pursuant to the agreement, the Company expects that GE’s licensing team will seek and arrange licensee partners for our products in the U.S. and globally, including negotiating agreement terms, managing contracts, collecting payments, auditing partners, assisting with patent strategy and protection, and assisting in auditing product quality control under the “Nine Sigma” guidelines. For products licensed to third parties, the Company and GE will each receive a specified percentage of the revenue earned from such licensing, unless otherwise provided in the applicable statement of work. The second agreement consists of a letter agreement dated November 28, 2023, as amended on April 11, 2024. The agreement expires on December 15, 2027 and includes a Repayment Plan Under U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expired November 30, 2023, between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. Under this new payment arrangement, the Company pays royalty payment obligation of $ 2.7 1.0 Loss Per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) for the period by the weighted average number of common stocks, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option, and warrant contracts. For the three- and nine-month ended September 30, 2024, and 2023, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented. The Company had the following anti-dilutive common stock equivalents on September 30, 2024, and September 30, 2023: SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2024 September 30, 2023 Stock warrants 1,817,523 2,063,522 Stock options 35,832,641 35,084,598 Unvested restricted stock 4,853,919 4,045,675 Convertible notes 6,475,709 3,920,005 Preferred stock — — Total 48,979,792 45,113,800 Anti-dilutive securities 48,979,792 45,113,800 Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 3 PROPERTY AND EQUIPMENT Property and equipment consisted of the following: SCHEDULE OF FURNITURE AND EQUIPMENT September 30, 2024 December 31, 2023 Equipment and furniture $ 1,156,664 $ 968,213 Leasehold improvements 456,659 139,649 Total 1,643,876 1,107,862 Less: accumulated depreciation (803,878 ) (671,275 ) Total, net $ 839,998 $ 436,587 Depreciation expense amounted to $ 132,603 67,897

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS AND GOODWILL	NOTE 4 INTANGIBLE ASSETS AND GOODWILL Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS September 30, 2024 December 31, 2023 Useful life Carrying Value Accumulated Amortization Net carrying value Carrying Value Accumulated Amortization Net carrying value Customer relationships 7 $ 4,500,000 $ (910,708 ) $ 3,589,292 $ 4,500,000 $ (428,571 ) $ 4,071,429 E-commerce technology platforms 1 4 1,400,000 – 1,400,000 3,900,000 (650,000 ) 3,250,000 Patents and other 15 931,831 (311,982 ) 619,849 1,040,927 (221,324 ) 819,603 $ 6,831,831 $ (1,222,690 ) $ 5,609,141 $ 9,440,927 $ (1,299,895 ) $ 8,141,032 Amortization expense on intangible assets amounted to $ 1,213,389 642,943 During the quarter ended September 30, 2024, the Company evaluated the effectiveness of the E-commerce technology platforms it acquired in 2023. Management determined that revenues could increase without increasing its operating expenses (and potentially decrease its general and administrative expenses) using a different E-commerce technology platform. Management believes it will discontinue using its legacy platforms and deploy a new E-commerce technology platform by October 1, 2025. Accordingly, the estimated useful life of its legacy platforms decreased from 4 1 1.4 1.1 1.4 The following table sets forth the estimated amortization expense for the next five years: SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE Twelve months ended September 30: 2025 $ 2,089,449 2026 689,449 2027 689,449 2028 689,449 2029 689,449

DEBTS

DEBTS	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBTS	NOTE 5 DEBTS The following table presents the details of the principal outstanding: SCHEDULE OF DEBT September 30, 2024 December 31, 2023 APR at September 30, 2024 Maturity Collateral Convertible Notes (b,c) 15,592,408 11,525,000 6.00 10.00 % September 2023-March 2028 Substantially all company assets Notes payable to financial institutions and others (a) 4,259,234 6,493,126 7.93 8.5 % August 2025- November 2052 Substantially all Company assets Notes payable to Belami sellers – 247,927 4.86 % April 2024 – Total $ 19,851,644 $ 18,266,053 Unamortized debt discount (3,755,726 ) (4,591,222 ) Debt, net of Unamortized debt Discount $ 16,095,918 $ 13,674,831 SCHEDULE OF INTEREST EXPENSE DEBT For the nine-month period ended September 30, 2024 September 30, 2023 Interest expense $ 2,061,236 $ 1,939,353 As of September 30, 2024, the expected future principal payments for the Company’s debt are due as follows: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS Twelve months ended September 30, 2025 $ 7,934,455 Twelve months ended September 30, 2026 428,688 Twelve months ended September 30, 2027 1,002,040 Twelve months ended September 30, 2028 10,353,039 Twelve months ended September 30, 2029 and thereafter 133,422 Total $ 19,851,644 (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate plus 1.75 (b) Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $ 600,000 6 10 3 15 During 2023, the Company issued convertible promissory notes for $ 10.4 1,391,667 2.70 5.6 835,496 (c) On March 29, 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the Belami stock purchase agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $ 3,117,408 1,039,303 10 May 16, 2025 3.00 Additionally, the convertible promissory notes include a $ 1.0 1.07

OPERATING LEASE LIABILITIES

OPERATING LEASE LIABILITIES	9 Months Ended
	Sep. 30, 2024
Operating Lease Liabilities
OPERATING LEASE LIABILITIES	NOTE 6 OPERATING LEASE LIABILITIES In April 2022, the Company entered into a 58-month lease related to certain office and showroom space pursuant to a sublease that expires in February 2027. The Company recognized a right-of-use asset and a liability of $ 1,428,764 In September 2022, the Company entered a 124-month lease related to its future headquarters offices and showrooms space. The Company recognized a right-of-use asset and a liability of $ 22,192,503 pursuant to such lease. In connection with the execution of lease, the Company was required to provide the landlord with a letter of credit in the amount of $ 2.7 million, which is secured by the same amount of cash. In January 2024, the Company entered in a 35-month lease related to its Sacramento office. The Company recognized a right-of-use asset and a liability of $ 662,696 pursuant to such lease. The following table outlines the total lease cost for the Company’s operating leases as well as weighed average information for these leases as of September 30, 2024: SCHEDULE OF LEASE COST OPERATING LEASE Nine Month Ended September 30, 2024 2023 Cash paid for operating lease liabilities $ 1,636,374 $ 710,135 Right-of-use assets obtained in exchange for new operating lease obligations $ 662,696 $ - Fixed rent payments 2,703,789 746,652 Lease – Depreciation expense $ 1,580,160 $ 1,404,634 Weighted-average discount rate 6.48 % 6.41 % Weighted-average remaining lease term (in months) 96 105 SCHEDULE OF MINIMUM LEASE OBLIGATION Minimum Lease obligation Twelve months ended September 30, 2025 $ 2,447,069 Twelve months ended September 30, 2026 2,537,065 Twelve months ended September 30, 2027 2,421,977 Twelve months ended September 30, 2028 2,436,559 Twelve months ended September 30, 2029 and thereafter 13,349,637 Total $ 23,192,307 SCHEDULE OF INTEREST EXPENSE LEASE LIABILITIES For the nine-month period ended September 30, 2024 September 30, 2023 Interest expense $ 1,122,282 $ 1,172,962

ROYALTY OBLIGATIONS

ROYALTY OBLIGATIONS	9 Months Ended
	Sep. 30, 2024
Royalty Obligations
ROYALTY OBLIGATIONS	NOTE 7 ROYALTY OBLIGATIONS The Company had a license agreement with General Electric (“GE”) which provided, among other things, for rights to market certain of the Company’s products displaying the GE brand in consideration of royalty payments to GE. The agreement expired in 2023. The Company owes $ 2.1 million to GE pursuant to the license agreement as of September 30, 2024. The payments associated with this debt are payable in quarterly tranches aggregating $ 0.8 million during 2024 and 2025 and $ 0.9 million in 2026. The Company owed an additional amount of $ 1.4 million pursuant to its agreements with GE which is payable in 2027 as of March 31, 2024. During April 2024, GE and the Company agreed to reduce such additional amount by $ 400,000 in exchange for the issuance of a convertible promissory note of $ 1.0 million.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 8 ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2024 December 31, 2023 Accrued interest, convertible notes $ 1,141,670 $ 744,953 Funds received in anticipation of closing of Preferred shares 2,300,000 - Trade payables 13,401,713 11,513,918 Accrued compensation 795,676 874,557 Total $ 17,639,059 $ 13,133,428

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 9 RELATED PARTY TRANSACTIONS Convertible Notes Convertible notes due to related parties represent amounts provided to the Company from a director and the Company’s Co-Chief Executive Officers. The outstanding principal on the convertible promissory notes, associated with related parties was $ 950,000 293,260 151,081 Series A Preferred Stock The Company received $ 500,000

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10 STOCKHOLDERS’ EQUITY (A) Common Stock The Company issued the following common stock during the nine months ended September 30, 2024, and 2023: SCHEDULE OF COMMON STOCK Transaction Type Shares Issued Valuation $ Range of Value 2024 Equity Transactions Common stock issued, pursuant to services provided 3,395,915 9,035,221 $ 0.82 1.78 Common stock issued pursuant to stock at the market offering, net 3,535,067 4,330,295 0.952 1.64 Common stock issued pursuant to exercise of options, net 128,023 7,500 .10 Common stock issued pursuant to acquisition (1) 1,853,421 – – Transaction Type Shares Issued Valuation $ Range of Value 2023 Equity Transactions Common stock issued, pursuant to services provided 2,238,668 13,109,135 $ 1.22 3.82 Common stock issued pursuant to stock at the market offering, net 3,576,458 8,231,529 2.55 3.25 Common stock issued pursuant to conversion of preferred stock 580,400 220,099 0.25 Common stock issued pursuant to acquisition 1,923,285 7,327,716 3.81 Common stock issued pursuant to extinguishment of debt 574,713 2,040,231 3.55 As of September 30, 2024, the remaining amount to be used under the ATM offering program is $ 5.9 (1) Common stock issued pursuant to the acquisition consists of shares issued in April 2024 pursuant to the acquisition of Belami. The value of the shares issued in April 2024 was reflected in the common stock and additional paid-in capital at the date of acquisition in 2023. (B) Preferred Stock The following is a summary of the Company’s Preferred Stock activity during the nine months ended September 30, 2023: SCHEDULE OF PREFERRED STOCK ACTIVITY Transaction Type Quantity Carrying Value Value per Share Preferred Stock Balance at January 1, 2023 880,400 $ 220,099 $ 0.25 2023 Preferred Stock redemptions 880,400 220,099 0.25 Preferred Stock Balance at September 30, 2023 — $ — $ — The Series A Preferred Stock was convertible at the holder’s option. The Company could repurchase shares of the Preferred Stock for $ 1.20 2.00 During October 2024, the Company completed its authorization of the issuance of 440,000 Series A Preferred Stock: ● Cumulative dividend of 8 12 ● Original issue price of $ 25 ● Conversion option at the holder’s option at $ 2 2 1.20 ● Redemption at the price of $ 25 the Company’s option after 5 years or upon change of control ● Voting rights on as converted basis. Series A-1 Preferred Stock: ● Cumulative dividend of 8 12 ● Original issue price of $ 25 ● Conversion option at the holder’s option at $ 2 2 1.20 ● Redemption at the price of $ 25 the Company’s option after three years or upon change of control ● Voting rights on as converted basis. (C) Stock Options The following is a summary of the Company’s stock option activity during the nine-month ended September 30, 2024, and 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2024 35,805,976 $ 7.33 –– $ 740,820 Exercised 210,000 0.1 –– –– Granted 2,598,500 1.2 –– –– Forfeited (2,436,835 ) 4.8 — — Awards expired - $ - - - Outstanding, September 30, 2024 35,832,641 $ 7.08 2.33 $ 639,840 Exercisable, September 30, 2024 12,996,349 $ 4.31 2.05 $ 639,840 Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2023 33,289,250 $ 7.7 - $ 2,370,800 Awards Granted in Period 2,221,350 2.85 - - Awards expired (426,002 ) $ 4.0 - - Outstanding, September 30, 2023 35,084,598 $ 7.5 2.9 $ 2,370,800 Exercisable, September 30, 2023 13,247,370 $ 4.4 2.31 $ 2,370,800 The following table summarizes the range of the Black Scholes pricing model assumptions used by the Company during the nine months ended September 30, 2024, and 2023: SCHEDULE OF BLACK SCHOLES PRICING MODEL September 30, 2024 September 30, 2023 Range Range Stock price $ 0.90 1.63 $ 3.74 3.84 Exercise price $ 0 14 $ 3.74 3.84 Expected life (in years) 2.50 4.00 3.5 5 Volatility 36.7 96.5 % 48 54 % Risk-fee interest rate 3.50 4.62 % 3.51 5.02 % Dividend yield — — The Company does not have historical stock prices that can be reliably determined for a period that is at least equal to the expected terms of its options. The expected options terms are 3.5 2.7 Unamortized future option expense was $ 14.4 63 1.2 (D) Warrants Issued The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2024 and 2023: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, January 1, 2024 2,063,522 $ 5.76 Issued — — Exercised — — Forfeited (245,999 ) 9.94 Balance, September 30, 2024 1,817,523 $ 5.20 Number of Warrants Weighted Average Exercise Price Balance, January 1, 2023 671,855 $ 11.5 Issued 1,391,667 3.0 Exercised — — Forfeited — — Balance, September 30, 2023 2,063,522 $ 5.76 During the nine months ended September 30, 2024, the Company did not issue any warrants. During the nine months ended September 30, 2023, as an inducement to enter certain financing transactions, the Company issued 1,391,667 3 2.70 5.6 (E) Restricted stock units A summary of the Company’s non-vested restricted stock units during the nine months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF NON-VESTED RESTRICTED STOCK Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units, January 1, 2024 4,919,702 $ 4.21 Granted 3,789,980 0.69 Vested (3,681,925 ) 2.33 Forfeited (173,838 ) 2.88 Non-Vested restricted stock units, September 30, 2024 4,853,919 2.93 Non-vested restricted stock units, January 1, 2023 2,516,461 8.39 Granted 4,110,924 2.21 Vested (2,325,308 ) 4.25 Forfeited (256,402 ) 10.70 Non-vested restricted stock units on September 30, 2023 4,045,675 5.27 The weighted-average remaining contractual life of the restricted units as of September 30, 2024, is 1.7 One RSU and RSA give the right to receive one share of the Company’s common stock. RSU and RSAs that vest based on service and performance are measured based on the fair values of the underlying stock on the date of grant. The Company used a Lattice model to determine the fair value of the RSU with a market condition. Compensation with respect to RSU and RSA awards is expensed on a straight-line basis over the vesting period. During the nine-month ended September 30, 2024, and 2023, the Company recognized compensation expenses of $ 9,035,220 13,109,135

CONCENTRATIONS OF RISKS

CONCENTRATIONS OF RISKS	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATIONS OF RISKS	NOTE 11 CONCENTRATIONS OF RISKS Major Customers and Accounts Receivable The Company had no customers whose revenue individually represented 10% or more of the Company’s total revenue during the nine-month period ended September 30, 2024, and 2023. The Company had two customers with accounts receivable balances aggregating representing 23 48 24 Liquidity The Company’s cash and cash equivalents are held primarily with two financial institutions. The Company has deposits which exceed the amount insured by the FDIC. To reduce the risk associated with the failure of such counterparties, the Company periodically evaluates the credit quality of the financial institutions in which it holds deposits. Product and Geographic Markets The Company generates its income primarily from lighting and heating products, and increasingly, smart-based products sold primarily in the United States.

PROFORMA FINANCIAL STATEMENTS

PROFORMA FINANCIAL STATEMENTS	9 Months Ended
	Sep. 30, 2024
Proforma Financial Statements
PROFORMA FINANCIAL STATEMENTS	NOTE 12 PROFORMA FINANCIAL STATEMENTS The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2023: SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION Nine-month period ended 2023 Revenues $ 60,649,120 Net loss $ (26,430,206 ) Basic and diluted loss per share $ (0.28 ) Weighted average number of shares outstanding- basic and diluted 92,768,792 These pro forma amounts have been calculated after applying the Company’s accounting policies and adjusting the results to reflect, among other things, 1) additional amortization that would have been charged assuming the fair value adjustments to amortizable intangible assets had been applied, 2) the shares issued and issuable by the Company to acquire Belami, 3) fair value of the initial grant and options to Belami employees, and 4) the increase in interest expense related to the issuance of convertible notes payable, including amortization of debt discount. Furthermore, it excludes transaction costs related to the Belami acquisition. These pro forma results of operations have been prepared for comparative purposes only, and they do not purport to be indicative of the results of operations that would have resulted had the acquisition occurred on the date indicated or that may result in the future.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13 SUBSEQUENT EVENTS Management has evaluated subsequent events through November 12, 2024, which is the date the consolidated financial statements were available to be issued. There were no significant subsequent events that required adjustment to or disclosure in the unaudited consolidated financial statements other than the following: The Company generated proceeds of $ 11.0 440,000

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial statements and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required for annual financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. The consolidated financial statements as of September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 are unaudited. The results of operations for the interim periods are not necessarily indicative of the results of operations for the respective fiscal years. The consolidated statement of financial condition at December 31, 2023 has been derived from the audited financial statements at that date but does not include all of the information and notes required by GAAP for complete financial statement presentation. The accompanying consolidated financial information should be read in conjunction with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 for additional disclosures and accounting policies.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Such estimates and assumptions impact both assets and liabilities, including but not limited to: net realizable value of accounts receivable and inventory, estimated useful lives and potential impairment of property and equipment, the valuation of intangible assets, estimate of fair value of share based payments and derivative liabilities, estimates of fair value of warrants issued and recorded as debt discount, estimates of tax liabilities and estimates of the probability and potential magnitude of contingent liabilities. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate could change in the near term due to one or more future nonconforming events. Accordingly, actual results will differ from estimates.
Basis of Consolidation	Basis of Consolidation The consolidated financial statements include the results of the Company and one of its subsidiaries, SQL Lighting and Fans LLC from January 1, 2023 and the results from its remaining subsidiaries, Belami, Inc., BEC, CA 1, Inc., BEC CA 2, LLC, Luna BEC, Inc., and Confero Group LLC from April 28, 2023. All intercompany balances and transactions have been eliminated in consolidation.
Cash, Cash Equivalents, and Restricted Cash	Cash, Cash Equivalents, and Restricted Cash The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash composition was follows: SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,172,387 $ 16,810,983 Restricted cash 2,876,382 5,619,270 Total cash, cash equivalents and restricted cash $ 13,048,769 $ 22,430,253
Restricted Cash	Restricted Cash The Company issued a letter of credit of $ 2.8 2.8 750,000 2.0
Customer Contracts Balances	Customer Contracts Balances Accounts receivables are recorded in the period when the right to receive payment or other consideration becomes unconditional. Accounts receivables are recorded at the invoiced amount and are not interest bearing. The Company maintains an allowance for doubtful accounts based upon an estimate of probable credit losses in existing accounts receivable. The majority of the Company’s accounts receivable are from third-party payers and are paid within a few days from the order date. The Company determines the allowance based upon individual accounts when information indicates the customers may have an inability to meet their financial obligations, historical experience, and currently available evidence. As of September 30, 2024, and December 31, 2023, the Company’s allowance for doubtful accounts was $ 8,584 54,987 The Company determines an allowance for sales returns based upon historical experience. As of September 30, 2024, and December 31, 2023, the Company’s allowance for sales returns was $ 26,393 182,584 The Company defers the revenue related to undelivered customer orders for which it was paid or has a right to be paid at each measurement date. Such amounts are recognized as deferred revenues in the accompanying balance sheet. Deferred revenues amounted to $ 2,108,351 1,475,519 The costs associated with such deferred revenues are recognized as deferred charges in the accompanying balance sheet. Such charges include the carrying value of related inventory, freight, and sales charges. The deferred charges amounted to $ 308,908 224,445
Inventory	Inventory Inventories are stated at the lower of cost, determined on the first-in, first-out (FIFO) method. Cost principally consists of the purchase price (adjusted for lower of cost or market), customs, duties, and freight. The Company periodically reviews historical sales activity to determine potentially obsolete items and evaluates the impact of any anticipated changes in future demand. SCHEDULE OF INVENTORY September 30, 2024 December 31, 2023 Inventory, component parts $ 2,975,163 $ 2,230,252 Inventory, finished goods 2,862,949 2,495,482 Allowance (1,300,000 ) (1,300,000 ) Inventory-total $ 4,538,112 $ 3,425,734 The Company will maintain an allowance based on specific inventory items that have shown no activity over a reasonable period. The Company tracks inventory as it is repurposed, disposed, scrapped, or sold at below cost to determine whether additional items on hand should be reduced in value through an allowance method. The Company has recorded an allowance of $ 1.3
GE Agreements	GE Agreements The Company has the following agreements with General Electric (“GE”) related to the Company’s products. A U.S. and Global Licensing and Master Service Agreement dated December 4, 2023, which replaced a prior agreement with similar terms. The agreement expires on December 4, 2028 and includes automatic renewal provisions. Pursuant to such agreement, GE’s licensing team has the rights to exclusively license certain of the Company’s Standard and Smart plug-and-play products set forth in a statement of work in the U.S. and worldwide. Pursuant to the agreement, the Company expects that GE’s licensing team will seek and arrange licensee partners for our products in the U.S. and globally, including negotiating agreement terms, managing contracts, collecting payments, auditing partners, assisting with patent strategy and protection, and assisting in auditing product quality control under the “Nine Sigma” guidelines. For products licensed to third parties, the Company and GE will each receive a specified percentage of the revenue earned from such licensing, unless otherwise provided in the applicable statement of work. The second agreement consists of a letter agreement dated November 28, 2023, as amended on April 11, 2024. The agreement expires on December 15, 2027 and includes a Repayment Plan Under U.S. and Global Trademark Agreement dated June 15, 2011 (as later amended), which expired November 30, 2023, between SQL Lighting & Fans, LLC and GE Trademark Licensing, Inc. Under this new payment arrangement, the Company pays royalty payment obligation of $ 2.7 1.0
Loss Per Share	Loss Per Share Basic net earnings (loss) per share is computed by dividing net income (loss) for the period by the weighted average number of common stock outstanding during each period. Diluted earnings (loss) per share are computed by dividing net income (loss) for the period by the weighted average number of common stocks, common stock equivalents and potentially dilutive securities outstanding during each period. The Company uses the “treasury stock” method to determine whether there is a dilutive effect of outstanding convertible debt, option, and warrant contracts. For the three- and nine-month ended September 30, 2024, and 2023, the Company recognized net loss and a dilutive net loss, and the effect of considering any common stock equivalents would have been antidilutive for the period. Therefore, a separate computation of diluted earnings (loss) per share is not presented for the periods presented. The Company had the following anti-dilutive common stock equivalents on September 30, 2024, and September 30, 2023: SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2024 September 30, 2023 Stock warrants 1,817,523 2,063,522 Stock options 35,832,641 35,084,598 Unvested restricted stock 4,853,919 4,045,675 Convertible notes 6,475,709 3,920,005 Preferred stock — — Total 48,979,792 45,113,800 Anti-dilutive securities 48,979,792 45,113,800
Recently Issued Accounting Pronouncements	Recently Issued Accounting Pronouncements Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on its consolidated financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH	The Company considers all highly liquid securities with original maturities of three months or less when acquired to be cash equivalents. On September 30, 2024, and December 31, 2023, the Company’s cash composition was follows: SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH September 30, 2024 December 31, 2023 Cash and cash equivalents $ 10,172,387 $ 16,810,983 Restricted cash 2,876,382 5,619,270 Total cash, cash equivalents and restricted cash $ 13,048,769 $ 22,430,253
SCHEDULE OF INVENTORY	SCHEDULE OF INVENTORY September 30, 2024 December 31, 2023 Inventory, component parts $ 2,975,163 $ 2,230,252 Inventory, finished goods 2,862,949 2,495,482 Allowance (1,300,000 ) (1,300,000 ) Inventory-total $ 4,538,112 $ 3,425,734
SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS	The Company had the following anti-dilutive common stock equivalents on September 30, 2024, and September 30, 2023: SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS September 30, 2024 September 30, 2023 Stock warrants 1,817,523 2,063,522 Stock options 35,832,641 35,084,598 Unvested restricted stock 4,853,919 4,045,675 Convertible notes 6,475,709 3,920,005 Preferred stock — — Total 48,979,792 45,113,800 Anti-dilutive securities 48,979,792 45,113,800

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF FURNITURE AND EQUIPMENT	Property and equipment consisted of the following: SCHEDULE OF FURNITURE AND EQUIPMENT September 30, 2024 December 31, 2023 Equipment and furniture $ 1,156,664 $ 968,213 Leasehold improvements 456,659 139,649 Total 1,643,876 1,107,862 Less: accumulated depreciation (803,878 ) (671,275 ) Total, net $ 839,998 $ 436,587

INTANGIBLE ASSETS AND GOODWILL

INTANGIBLE ASSETS AND GOODWILL (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	Intangible assets consisted of the following: SCHEDULE OF INTANGIBLE ASSETS September 30, 2024 December 31, 2023 Useful life Carrying Value Accumulated Amortization Net carrying value Carrying Value Accumulated Amortization Net carrying value Customer relationships 7 $ 4,500,000 $ (910,708 ) $ 3,589,292 $ 4,500,000 $ (428,571 ) $ 4,071,429 E-commerce technology platforms 1 4 1,400,000 – 1,400,000 3,900,000 (650,000 ) 3,250,000 Patents and other 15 931,831 (311,982 ) 619,849 1,040,927 (221,324 ) 819,603 $ 6,831,831 $ (1,222,690 ) $ 5,609,141 $ 9,440,927 $ (1,299,895 ) $ 8,141,032
SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE	The following table sets forth the estimated amortization expense for the next five years: SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE Twelve months ended September 30: 2025 $ 2,089,449 2026 689,449 2027 689,449 2028 689,449 2029 689,449

DEBTS (Tables)

DEBTS (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF DEBT	The following table presents the details of the principal outstanding: SCHEDULE OF DEBT September 30, 2024 December 31, 2023 APR at September 30, 2024 Maturity Collateral Convertible Notes (b,c) 15,592,408 11,525,000 6.00 10.00 % September 2023-March 2028 Substantially all company assets Notes payable to financial institutions and others (a) 4,259,234 6,493,126 7.93 8.5 % August 2025- November 2052 Substantially all Company assets Notes payable to Belami sellers – 247,927 4.86 % April 2024 – Total $ 19,851,644 $ 18,266,053 Unamortized debt discount (3,755,726 ) (4,591,222 ) Debt, net of Unamortized debt Discount $ 16,095,918 $ 13,674,831 (a) The unpaid principal bears annual interest at the Wall Street Journal prime rate plus 1.75 (b) Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $ 600,000 6 10 3 15 During 2023, the Company issued convertible promissory notes for $ 10.4 1,391,667 2.70 5.6 835,496 (c) On March 29, 2024, the Company and the Belami sellers entered into a letter agreement modifying certain obligations under the Belami stock purchase agreement. In connection with the letter agreement, the Company issued convertible promissory notes to each of the sellers (the “Seller Note(s)”) in substitution of an aggregate of $ 3,117,408 1,039,303 10 May 16, 2025 3.00 Additionally, the convertible promissory notes include a $ 1.0 1.07
SCHEDULE OF INTEREST EXPENSE DEBT	SCHEDULE OF INTEREST EXPENSE DEBT For the nine-month period ended September 30, 2024 September 30, 2023 Interest expense $ 2,061,236 $ 1,939,353
SCHEDULE OF FUTURE PRINCIPAL PAYMENTS	As of September 30, 2024, the expected future principal payments for the Company’s debt are due as follows: SCHEDULE OF FUTURE PRINCIPAL PAYMENTS Twelve months ended September 30, 2025 $ 7,934,455 Twelve months ended September 30, 2026 428,688 Twelve months ended September 30, 2027 1,002,040 Twelve months ended September 30, 2028 10,353,039 Twelve months ended September 30, 2029 and thereafter 133,422 Total $ 19,851,644

OPERATING LEASE LIABILITIES (Ta

OPERATING LEASE LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2024
Operating Lease Liabilities
SCHEDULE OF LEASE COST OPERATING LEASE	The following table outlines the total lease cost for the Company’s operating leases as well as weighed average information for these leases as of September 30, 2024: SCHEDULE OF LEASE COST OPERATING LEASE Nine Month Ended September 30, 2024 2023 Cash paid for operating lease liabilities $ 1,636,374 $ 710,135 Right-of-use assets obtained in exchange for new operating lease obligations $ 662,696 $ - Fixed rent payments 2,703,789 746,652 Lease – Depreciation expense $ 1,580,160 $ 1,404,634 Weighted-average discount rate 6.48 % 6.41 % Weighted-average remaining lease term (in months) 96 105
SCHEDULE OF MINIMUM LEASE OBLIGATION	SCHEDULE OF MINIMUM LEASE OBLIGATION Minimum Lease obligation Twelve months ended September 30, 2025 $ 2,447,069 Twelve months ended September 30, 2026 2,537,065 Twelve months ended September 30, 2027 2,421,977 Twelve months ended September 30, 2028 2,436,559 Twelve months ended September 30, 2029 and thereafter 13,349,637 Total $ 23,192,307
SCHEDULE OF INTEREST EXPENSE LEASE LIABILITIES	SCHEDULE OF INTEREST EXPENSE LEASE LIABILITIES For the nine-month period ended September 30, 2024 September 30, 2023 Interest expense $ 1,122,282 $ 1,172,962

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES	Accounts payable and accrued expenses consisted of the following: SCHEDULE OF ACCRUED EXPENSES September 30, 2024 December 31, 2023 Accrued interest, convertible notes $ 1,141,670 $ 744,953 Funds received in anticipation of closing of Preferred shares 2,300,000 - Trade payables 13,401,713 11,513,918 Accrued compensation 795,676 874,557 Total $ 17,639,059 $ 13,133,428

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SCHEDULE OF COMMON STOCK	The Company issued the following common stock during the nine months ended September 30, 2024, and 2023: SCHEDULE OF COMMON STOCK Transaction Type Shares Issued Valuation $ Range of Value 2024 Equity Transactions Common stock issued, pursuant to services provided 3,395,915 9,035,221 $ 0.82 1.78 Common stock issued pursuant to stock at the market offering, net 3,535,067 4,330,295 0.952 1.64 Common stock issued pursuant to exercise of options, net 128,023 7,500 .10 Common stock issued pursuant to acquisition (1) 1,853,421 – – Transaction Type Shares Issued Valuation $ Range of Value 2023 Equity Transactions Common stock issued, pursuant to services provided 2,238,668 13,109,135 $ 1.22 3.82 Common stock issued pursuant to stock at the market offering, net 3,576,458 8,231,529 2.55 3.25 Common stock issued pursuant to conversion of preferred stock 580,400 220,099 0.25 Common stock issued pursuant to acquisition 1,923,285 7,327,716 3.81 Common stock issued pursuant to extinguishment of debt 574,713 2,040,231 3.55 (1) Common stock issued pursuant to the acquisition consists of shares issued in April 2024 pursuant to the acquisition of Belami. The value of the shares issued in April 2024 was reflected in the common stock and additional paid-in capital at the date of acquisition in 2023.
SCHEDULE OF PREFERRED STOCK ACTIVITY	The following is a summary of the Company’s Preferred Stock activity during the nine months ended September 30, 2023: SCHEDULE OF PREFERRED STOCK ACTIVITY Transaction Type Quantity Carrying Value Value per Share Preferred Stock Balance at January 1, 2023 880,400 $ 220,099 $ 0.25 2023 Preferred Stock redemptions 880,400 220,099 0.25 Preferred Stock Balance at September 30, 2023 — $ — $ —
SCHEDULE OF STOCK OPTION ACTIVITY	The following is a summary of the Company’s stock option activity during the nine-month ended September 30, 2024, and 2023: SCHEDULE OF STOCK OPTION ACTIVITY Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2024 35,805,976 $ 7.33 –– $ 740,820 Exercised 210,000 0.1 –– –– Granted 2,598,500 1.2 –– –– Forfeited (2,436,835 ) 4.8 — — Awards expired - $ - - - Outstanding, September 30, 2024 35,832,641 $ 7.08 2.33 $ 639,840 Exercisable, September 30, 2024 12,996,349 $ 4.31 2.05 $ 639,840 Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life (In Years) Aggregate Intrinsic Value Outstanding, January 1, 2023 33,289,250 $ 7.7 - $ 2,370,800 Awards Granted in Period 2,221,350 2.85 - - Awards expired (426,002 ) $ 4.0 - - Outstanding, September 30, 2023 35,084,598 $ 7.5 2.9 $ 2,370,800 Exercisable, September 30, 2023 13,247,370 $ 4.4 2.31 $ 2,370,800
SCHEDULE OF BLACK SCHOLES PRICING MODEL	The following table summarizes the range of the Black Scholes pricing model assumptions used by the Company during the nine months ended September 30, 2024, and 2023: SCHEDULE OF BLACK SCHOLES PRICING MODEL September 30, 2024 September 30, 2023 Range Range Stock price $ 0.90 1.63 $ 3.74 3.84 Exercise price $ 0 14 $ 3.74 3.84 Expected life (in years) 2.50 4.00 3.5 5 Volatility 36.7 96.5 % 48 54 % Risk-fee interest rate 3.50 4.62 % 3.51 5.02 % Dividend yield — —
SCHEDULE OF WARRANT ACTIVITY	The following is a summary of the Company’s warrant activity during the nine months ended September 30, 2024 and 2023: SCHEDULE OF WARRANT ACTIVITY Number of Warrants Weighted Average Exercise Price Balance, January 1, 2024 2,063,522 $ 5.76 Issued — — Exercised — — Forfeited (245,999 ) 9.94 Balance, September 30, 2024 1,817,523 $ 5.20 Number of Warrants Weighted Average Exercise Price Balance, January 1, 2023 671,855 $ 11.5 Issued 1,391,667 3.0 Exercised — — Forfeited — — Balance, September 30, 2023 2,063,522 $ 5.76
SCHEDULE OF NON-VESTED RESTRICTED STOCK	A summary of the Company’s non-vested restricted stock units during the nine months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF NON-VESTED RESTRICTED STOCK Shares Weighted Average Grant Due Fair Value Non-vested restricted stock units, January 1, 2024 4,919,702 $ 4.21 Granted 3,789,980 0.69 Vested (3,681,925 ) 2.33 Forfeited (173,838 ) 2.88 Non-Vested restricted stock units, September 30, 2024 4,853,919 2.93 Non-vested restricted stock units, January 1, 2023 2,516,461 8.39 Granted 4,110,924 2.21 Vested (2,325,308 ) 4.25 Forfeited (256,402 ) 10.70 Non-vested restricted stock units on September 30, 2023 4,045,675 5.27

PROFORMA FINANCIAL STATEMENTS (

PROFORMA FINANCIAL STATEMENTS (Tables)	9 Months Ended
	Sep. 30, 2024
Proforma Financial Statements
SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION	The following pro forma consolidated results of operations have been prepared as if the acquisition occurred on January 1, 2023: SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION Nine-month period ended 2023 Revenues $ 60,649,120 Net loss $ (26,430,206 ) Basic and diluted loss per share $ (0.28 ) Weighted average number of shares outstanding- basic and diluted 92,768,792

ORGANIZATION AND NATURE OF OP_2

ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Restricted cash and cash equivalents	$ 13,000,000
Restricted cash, long term	2,900,000
Working capital	11,700,000
Net cash used in operating activities	12,951,448	$ 10,092,363
Net cash provided by financing activities	$ 4,105,978	$ 19,631,924

SCHEDULE OF CASH, CASH EQUIVALE

SCHEDULE OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Accounting Policies [Abstract]
Cash and cash equivalents	$ 10,172,387	$ 16,810,983
Restricted cash	2,876,382	5,619,270	$ 2,800,000
Total cash, cash equivalents and restricted cash	$ 13,048,769	$ 22,430,253

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Inventory, component parts	$ 2,975,163	$ 2,230,252
Inventory, finished goods	2,862,949	2,495,482
Allowance	(1,300,000)	(1,300,000)
Inventory-total	$ 4,538,112	$ 3,425,734

SCHEDULE OF ANTI-DILUTIVE COMMO

SCHEDULE OF ANTI-DILUTIVE COMMON STOCK EQUIVALENTS (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	48,979,792	45,113,800
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	1,817,523	2,063,522
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	35,832,641	35,084,598
Unvested Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	4,853,919	4,045,675
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities	6,475,709	3,920,005
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Anti-dilutive securities

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	Dec. 15, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Restricted cash		$ 2,876,382	$ 5,619,270	$ 2,800,000
Restricted investments		2,800,000	2,800,000
Escrow deposit			750,000
Line of credit			2,000,000
Allowance for doubtful accounts		8,584	54,987
Allowance for sales returns		26,393	182,584
Deferred revenues		2,108,351	1,475,519
Deferred charges		308,908	224,445
Inventory allowance		$ 1,300,000	$ 1,300,000
Global Trademark Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Royalty payment	$ 2,700,000
Convertible promissory note	$ 1,000,000

SCHEDULE OF FURNITURE AND EQUIP

SCHEDULE OF FURNITURE AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 1,643,876	$ 1,107,862
Less: accumulated depreciation	(803,878)	(671,275)
Total, net	839,998	436,587
Equipment And Furniture [Member]
Property, Plant and Equipment [Line Items]
Total	1,156,664	968,213
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Total	$ 456,659	$ 139,649

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 132,603	$ 67,897

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Carrying Value	$ 6,831,831	$ 9,440,927
Accumulated Amortization	(1,222,690)	(1,299,895)
Net carrying value	$ 5,609,141	8,141,032
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	7 years
Carrying Value	$ 4,500,000	4,500,000
Accumulated Amortization	(910,708)	(428,571)
Net carrying value	3,589,292	4,071,429
E-Commerce Technology Platforms [Member]
Finite-Lived Intangible Assets [Line Items]
Carrying Value	1,400,000	3,900,000
Accumulated Amortization		(650,000)
Net carrying value	$ 1,400,000	3,250,000
E-Commerce Technology Platforms [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	1 year
E-Commerce Technology Platforms [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	4 years
Patents and Others [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	15 years
Carrying Value	$ 931,831	1,040,927
Accumulated Amortization	(311,982)	(221,324)
Net carrying value	$ 619,849	$ 819,603

SCHEDULE OF INTANGIBLE ASSETS A

SCHEDULE OF INTANGIBLE ASSETS AMORTIZATION EXPENSE FOR FUTURE (Details)	Sep. 30, 2024 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2025	$ 2,089,449
2026	689,449
2027	689,449
2028	689,449
2029	$ 689,449

INTANGIBLE ASSETS AND GOODWIL_2

INTANGIBLE ASSETS AND GOODWILL (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets [Line Items]
Amortization expense		$ 1,213,389	$ 642,943
Impairment carrying value	$ 1,400,000
Impairment expense	1,100,000
Adjustment of impairment carrying value	$ 1,400,000
E-Commerce Technology Platforms [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	4 years	4 years
E-Commerce Technology Platforms [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful life	1 year	1 year

SCHEDULE OF DEBT (Details)

SCHEDULE OF DEBT (Details) - USD ($)		9 Months Ended
		Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total		$ 19,851,644	$ 18,266,053
Debt instrument interest rate stated percentage		1.75%
Unamortized debt discount		$ (3,755,726)	(4,591,222)
Debt, net of Unamortized debt Discount		16,095,918	13,674,831
Convertible Notes [Member]
Short-Term Debt [Line Items]
Total	[1],[2]	$ 15,592,408	11,525,000
Debt instrument interest rate stated percentage		10%
Maturity date description	[1],[2]	September 2023-March 2028
Convertible Notes [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage	[1],[2]	6%
Convertible Notes [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage	[1],[2]	10%
Notes Payable Financial Institutions [Member]
Short-Term Debt [Line Items]
Total	[3]	$ 4,259,234	6,493,126
Maturity date description	[3]	August 2025- November 2052
Notes Payable Financial Institutions [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage	[3]	7.93%
Notes Payable Financial Institutions [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage	[3]	8.50%
Notes Payble Belami Sellers [Member]
Short-Term Debt [Line Items]
Total			$ 247,927
Debt instrument interest rate stated percentage		4.86%
Maturity date description		April 2024
[1]Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $ 600,000 6 10 3 15 3,117,408 1,039,303 10 May 16, 2025 3.00 1.75

SCHEDULE OF INTEREST EXPENSE DE

SCHEDULE OF INTEREST EXPENSE DEBT (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Debt Disclosure [Abstract]
Interest expense	$ 2,061,236	$ 1,939,353

SCHEDULE OF FUTURE PRINCIPAL PA

SCHEDULE OF FUTURE PRINCIPAL PAYMENTS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Twelve months ended September 30, 2025	$ 7,934,455
Twelve months ended September 30, 2026	428,688
Twelve months ended September 30, 2027	1,002,040
Twelve months ended September 30, 2028	10,353,039
Twelve months ended September 30, 2029 and thereafter	133,422
Total	$ 19,851,644	$ 18,266,053

SCHEDULE OF DEBT TABLE (Details

SCHEDULE OF DEBT TABLE (Details) (Parenthetical) - USD ($)			9 Months Ended	12 Months Ended
		Mar. 29, 2024	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Bears interest at a rate of percentage			1.75%
Debt instrument, convertible, conversion price		$ 1.07
Belami Stock Purchase Agreement [Member]
Short-Term Debt [Line Items]
Bears interest at a rate of percentage		10%
Debt instrument, convertible, conversion price		$ 3
Debt conversion, original debt, amount		$ 3,117,408
Debt conversion, converted instrument, amount		$ 1,039,303
Debt instrument, maturity date		May 16, 2025
Stock Purchase Agreement [Member]
Short-Term Debt [Line Items]
Convertible notes payable		$ 1,000,000
Convertible Notes [Member]
Short-Term Debt [Line Items]
Bears interest at a rate of percentage			10%
Convertible notes payable			$ 600,000	$ 10,400,000
Annual rate			6%
Warrants issued			1,391,667	1,391,667
Warrant price per share			$ 2.70	$ 2.70
Debt instrument convertible beneficial conversion feature			$ 5,600,000	$ 5,600,000
Amortization of debt discount			$ 835,496
Convertible Notes [Member] | Minimum [Member]
Short-Term Debt [Line Items]
Bears interest at a rate of percentage	[1],[2]		6%
Debt instrument, convertible, conversion price			$ 3
Convertible Notes [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Bears interest at a rate of percentage	[1],[2]		10%
Debt instrument, convertible, conversion price			$ 15
[1]Included in Convertible Notes are loans provided to the Company from two directors and an officer. The notes each have the following terms: three-year subordinated convertible promissory note of principal face amounts. Subject to other customary terms, one of the convertible promissory note of $ 600,000 6 10 3 15 3,117,408 1,039,303 10 May 16, 2025 3.00

SCHEDULE OF LEASE COST OPERATIN

SCHEDULE OF LEASE COST OPERATING LEASE (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Lease Liabilities
Cash paid for operating lease liabilities	$ 1,636,374	$ 710,135
Right-of-use assets obtained in exchange for new operating lease obligations	662,696
Fixed rent payment	2,703,789	746,652
Lease - Depreciation expense	$ 1,580,160	$ 1,404,634
Operating lease, weighted average discount rate, percentage	6.48%	6.41%
Operating lease, weighted average remaining lease term (in months)	96 months	105 months

SCHEDULE OF MINIMUM LEASE OBLIG

SCHEDULE OF MINIMUM LEASE OBLIGATION (Details)	Sep. 30, 2024 USD ($)
Operating Lease Liabilities
Twelve months ended September 30, 2025	$ 2,447,069
Twelve months ended September 30, 2026	2,537,065
Twelve months ended September 30, 2027	2,421,977
Twelve months ended September 30, 2028	2,436,559
Twelve months ended September 30, 2029 and thereafter	13,349,637
Total	$ 23,192,307

SCHEDULE OF INTEREST EXPENSE LE

SCHEDULE OF INTEREST EXPENSE LEASE LIABILITIES (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Operating Lease Liabilities
Interest expense	$ 1,122,282	$ 1,172,962

OPERATING LEASE LIABILITIES (De

OPERATING LEASE LIABILITIES (Details Narrative) - USD ($)	Jan. 31, 2024	Sep. 30, 2022	Apr. 30, 2022
58-Month Lease [Member]
Lessee, Lease, Description [Line Items]
Operating lease, liability			$ 1,428,764
124-Month Lease [Member]
Lessee, Lease, Description [Line Items]
Operating lease, liability		$ 22,192,503
[custom:LetterOfCredit-0]		$ 2,700,000
35-Month Lease [Member]
Lessee, Lease, Description [Line Items]
Operating lease, liability	$ 662,696

ROYALTY OBLIGATIONS (Details Na

ROYALTY OBLIGATIONS (Details Narrative) - USD ($)		9 Months Ended
	Apr. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Convertible Debt			$ 10,350,000
License Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Proceeds from Royalties Received		2,100,000
Increase (Decrease) in Accounts Payable	$ 400,000
Proceeds from Convertible Debt	$ 1,000,000
License Agreement [Member] | 2024 and 2025 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt, Current		800,000
License Agreement [Member] | 2026 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Debt, Current		900,000
License Agreement [Member] | 2027 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accounts Payable		$ 1,400,000

SCHEDULE OF ACCRUED EXPENSES (D

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued interest, convertible notes	$ 1,141,670	$ 744,953
Funds received in anticipation of closing of Preferred shares	2,300,000
Trade payables	13,401,713	11,513,918
Accrued compensation	795,676	874,557
Total	$ 17,639,059	$ 13,133,428

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Related Party Transaction [Line Items]
Accrued interest	$ 1,141,670	$ 744,953
Related Party [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued expenses	500,000
Related Party [Member] | Series A Preferred Stock [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued expenses	500,000
Director and Co-Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Related party transactions amount	950,000	950,000
Accrued interest	$ 293,260	$ 151,081

SCHEDULE OF COMMON STOCK (Detai

SCHEDULE OF COMMON STOCK (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued pursuant to exercise of options, net, Shares Issued				210,000
Common stock issued pursuant to exercise of options, net, Valuation issued		$ 7,500		$ 7,500
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Shares Issued		1,008,136	593,767	3,395,915	2,283,668
Common stock issued pursuant to stock at the market offering, Shares Issued			592,150	3,535,067	3,576,458
Common stock issued pursuant to exercise of options, net, Shares Issued		128,023		128,023
Common stock issued pursuant to acquisition, Shares Issued				1,853,421	1,923,285
Common stock issued pursuant to conversion of preferred stock, Shares Issued					580,400
Common Stock [Member] | 2024 Equity Transactions [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Shares Issued				3,395,915
Common stock issued, pursuant to services provided, Valuation issued				$ 9,035,221
Common stock issued pursuant to stock at the market offering, Shares Issued				3,535,067
Common stock issued pursuant to stock at the market offering, Valuation issued				$ 4,330,295
Common stock issued pursuant to exercise of options, net, Shares Issued				128,023
Common stock issued pursuant to exercise of options, net, Valuation issued				$ 7,500
Common stock issued pursuant to acquisition, Shares Issued	[1]			1,853,421
Common stock issued pursuant to acquisition, Valuation issued	[1]
Common Stock [Member] | 2024 Equity Transactions [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Range of value per share		$ 0.82		$ 0.82
Common stock issued pursuant to stock at the market offering, Range of value per share		0.952		0.952
Common stock issued pursuant to acquisition, Range of value per share	[1]
Common Stock [Member] | 2024 Equity Transactions [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Range of value per share		1.78		1.78
Common stock issued pursuant to stock at the market offering, Range of value per share		1.64		1.64
Common stock issued pursuant to conversion of preferred stock, Range of value per share		$ 0.10		$ 0.10
Common Stock [Member] | 2023 Equity Transactions [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Shares Issued					2,238,668
Common stock issued, pursuant to services provided, Valuation issued					$ 13,109,135
Common stock issued pursuant to stock at the market offering, Shares Issued					3,576,458
Common stock issued pursuant to stock at the market offering, Valuation issued					$ 8,231,529
Common stock issued pursuant to conversion of preferred stock, Range of value per share			$ 0.25		$ 0.25
Common stock issued pursuant to acquisition, Shares Issued					1,923,285
Common stock issued pursuant to acquisition, Valuation issued					$ 7,327,716
Common stock issued pursuant to acquisition, Range of value per share			3.81		$ 3.81
Common stock issued pursuant to conversion of preferred stock, Shares Issued					580,400
Common stock issued pursuant to conversion of preferred stock, Valuation issued					$ 220,099
Common stock issued pursuant to extinguishment of debt, Shares Issued					574,713
Common stock issued pursuant to extinguishment of debt, Valuation issued					$ 2,040,231
Common stock issued pursuant to extinguishment of debt, Range of value per share			3.55		$ 3.55
Common Stock [Member] | 2023 Equity Transactions [Member] | Minimum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Range of value per share			1.22		1.22
Common stock issued pursuant to stock at the market offering, Range of value per share			2.55		2.55
Common Stock [Member] | 2023 Equity Transactions [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued, pursuant to services provided, Range of value per share			3.82		3.82
Common stock issued pursuant to stock at the market offering, Range of value per share			$ 3.25		$ 3.25
[1]Common stock issued pursuant to the acquisition consists of shares issued in April 2024 pursuant to the acquisition of Belami. The value of the shares issued in April 2024 was reflected in the common stock and additional paid-in capital at the date of acquisition in 2023.

SCHEDULE OF PREFERRED STOCK ACT

SCHEDULE OF PREFERRED STOCK ACTIVITY (Details) - Preferred Stock [Member]	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock beginning, shares outstanding | shares	880,400
Preferred stock beginning, carrying value | $	$ 220,099
Preferred stock, value per share, beginning | $ / shares	$ 0.25
2023 Preferred stock redemption, shares | shares	880,400
2023 Preferred stock redemption shares, carrying value | $	$ 220,099
2023 Preferred stock redemption, value per share | $ / shares	$ 0.25
Preferred stock ending, shares outstanding | shares
2023 Preferred stock ending, carrying value | $
Preferred stock, value per share, ending | $ / shares

SCHEDULE OF STOCK OPTION ACTIVI

SCHEDULE OF STOCK OPTION ACTIVITY (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Equity [Abstract]
Number of shares, Outstanding beginning	35,805,976	33,289,250
Weighted Average Exercise Price, Outstanding beginning	$ 7.33	$ 7.7
Aggregate Intrinsic value, Outstanding beginning	$ 740,820	$ 2,370,800
Number of shares, Exercised	210,000
Weighted Average Exercise Price, Exercised	$ 0.1
Number of shares, Granted	2,598,500	2,221,350
Weighted Average Exercise Price, Granted	$ 1.2	$ 2.85
Number of shares, Forfeited	(2,436,835)
Weighted Average Exercise Price, Forfeited	$ 4.8
Number of shares, Awards expired		(426,002)
Weighted Average Exercise Price, Awards expired		$ 4
Number of shares, Outstanding ending	35,832,641	35,084,598
Weighted Average Exercise Price, Outstanding Ending	$ 7.08	$ 7.5
Weighted Average Remaining Contractual Life (In Years), Outstanding ending	2 years 3 months 29 days	2 years 10 months 24 days
Aggregate Intrinsic value, Outstanding ending	$ 639,840	$ 2,370,800
Number of shares, Exercisable	12,996,349	13,247,370
Weighted Average Exercise Price, Exercisable ending	$ 4.31	$ 4.4
Weighted Average Remaining Contractual Life (In Years), Exercisable ending	2 years 18 days	2 years 3 months 21 days
Aggregate Intrinsic value, Exercisable ending	$ 639,840	$ 2,370,800

SCHEDULE OF BLACK SCHOLES PRICI

SCHEDULE OF BLACK SCHOLES PRICING MODEL (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Dividend yield
Minimum [Member]
Stock price	$ 0.90	$ 3.74
Exercise price	$ 0	$ 3.74
Expected term (in years)	2 years 6 months	3 years 6 months
Expected volatility	36.70%	48%
Risk-fee interest rate	3.50%	3.51%
Maximum [Member]
Stock price	$ 1.63	$ 3.84
Exercise price	$ 14	$ 3.84
Expected term (in years)	4 years	5 years
Expected volatility	96.50%	54%
Risk-fee interest rate	4.62%	5.02%

SCHEDULE OF WARRANT ACTIVITY (D

SCHEDULE OF WARRANT ACTIVITY (Details) - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Equity [Abstract]
Number of Warrants, Beginning balance	2,063,522	671,855
Weighted average exercise price outstanding, beginning	$ 5.76	$ 11.5
Number of Warrants, Issued		1,391,667
Weighted Average Exercise Price, Issued		$ 3
Number of Warrants, Exercised
Weighted Average Exercise Price, Exercised
Number of Warrants, Forfeited	(245,999)
Weighted Average Exercise Price, Forfeited	$ 9.94
Number of Warrants, Ending balance	1,817,523	2,063,522
Weighted average exercise price outstanding, ending	$ 5.20	$ 5.76

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)		9 Months Ended		12 Months Ended
	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Expected option terms		2 years 3 months 29 days	2 years 10 months 24 days
Historical period terms		2 years 18 days	2 years 3 months 21 days
Unamortized future option expense		$ 14,400,000
Unamortized future option expense excluding market based options		$ 63,000,000
Weighted average period		1 year 2 months 12 days
Weighted-average remaining contractual life		1 year 8 months 12 days
Share based compensation expense		$ 9,035,220	$ 13,109,135
Convertible Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Warrant exercise price		$ 2.70		$ 2.70
Debt instrument convertible beneficial conversion feature		$ 5,600,000		$ 5,600,000
Options Held [Member]
Subsidiary, Sale of Stock [Line Items]
Expected option terms		3 years 6 months
Historical period terms		2 years 8 months 12 days
Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Share based compensation expense		$ 9,035,220	$ 13,109,135
Series A And A1 Preferred Stock [Member] | Subsequent Event [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares value issued	$ 11,000,000
Preferred stock, shares authorized	440,000
Series A Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Cumulative dividend percentage		12%		8%
Shares issued price per share		$ 25
Conversion option price		1.20
Redemption price per share		$ 25
Redemption period		the Company’s option after 5 years or upon change of control
Series A Preferred Stock [Member] | Options Held [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion option price		$ 2
Series A1 Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Cumulative dividend percentage		12%		8%
Shares issued price per share		$ 25
Conversion option price		1.20
Redemption price per share		$ 25
Redemption period		the Company’s option after three years or upon change of control
Series A1 Preferred Stock [Member] | Options Held [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion option price		$ 2
Preferred Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Redemption price per share			$ 0.25
Preferred Stock [Member] | Minimum [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock, par value		1.20
Preferred Stock [Member] | Maximum [Member]
Subsidiary, Sale of Stock [Line Items]
Preferred stock, par value		$ 2
ATM Offering Program [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares value issued		$ 5,900,000

SCHEDULE OF NON-VESTED RESTRICT

SCHEDULE OF NON-VESTED RESTRICTED STOCK (Details) - Restricted Stock Units (RSUs) [Member] - $ / shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Non-vested restricted stock units, beginning balance	4,919,702	2,516,461
Non-vested restricted stock units, Weighted average grant due fair value, beginning balance	$ 4.21	$ 8.39
Non-vested restricted stock units, granted	3,789,980	4,110,924
Non-vested restricted stock units, Weighted average grant due fair value, granted	$ 0.69	$ 2.21
Non-vested restricted stock units, vested	(3,681,925)	(2,325,308)
Non-vested restricted stock units, Weighted average grant due fair value, vested	$ 2.33	$ 4.25
Non-vested restricted stock units, forfeited	(173,838)	(256,402)
Non-vested restricted stock units, Weighted average grant due fair value, forfeited	$ 2.88	$ 10.70
Non-vested restricted stock units, ending balance	4,853,919	4,045,675
Non-vested restricted stock units, Weighted average grant due fair value, ending balance	$ 2.93	$ 5.27

STOCKHOLDERS_ EQUITY (DEFICIT)

STOCKHOLDERS’ EQUITY (DEFICIT) (Details Narrative) - Convertible Notes [Member] - shares	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Warrants issued	1,391,667	1,391,667
Warrants term	3 years

CONCENTRATIONS OF RISKS (Detail

CONCENTRATIONS OF RISKS (Details Narrative) - Accounts Receivable [Member] - Customer Concentration Risk [Member]	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
One Two Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	23%	23%
One Third-party Payor [Member]
Concentration Risk [Line Items]
Concentration risk percentage	48%	24%

SCHEDULE OF PROFORMA CONSOLIDAT

SCHEDULE OF PROFORMA CONSOLIDATED RESULTS OF OPERATION (Details)	9 Months Ended
	Sep. 30, 2023 USD ($) $ / shares
Proforma Financial Statements
Revenues | $	$ 60,649,120
Net loss | $	$ (26,430,206)
Basic loss per share	$ (0.28)
Diluted loss per share	(0.28)
Weighted average number of shares outstanding- basic	92,768,792
Weighted average number of shares outstanding- diluted	$ 92,768,792

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Series A And A1 Preferred Stock [Member] - Subsequent Event [Member] $ in Millions	Oct. 31, 2024 USD ($) shares
Subsequent Event [Line Items]
Common stock issued pursuant to offerings | $	$ 11
Proceeds from issuance of stock, shares | shares	440,000