Digital Brands (DBGI) 10-Q 20 May 24 2024 Q1 Quarterly report Financial data

Cover

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 20, 2024
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-40400
Entity Registrant Name	DIGITAL BRANDS GROUP, INC.
Entity Central Index Key	0001668010
Entity Tax Identification Number	46-1942864
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1400 Lavaca Street
Entity Address, City or Town	Austin
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	78701
City Area Code	(209)
Local Phone Number	651-0172
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,935,519
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	DBGI
Security Exchange Name	NASDAQ
Warrants, each exercisable to purchase one share of common stock
Title of 12(b) Security	Warrants, each exercisable to purchase one share of common stock
Trading Symbol	DBGIW
Security Exchange Name	NASDAQ

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 11,330	$ 20,773
Accounts receivable, net	281,904	74,833
Due from factor, net	759,437	337,811
Inventory	4,648,473	4,849,600
Prepaid expenses and other current assets	301,215	276,670
Total current assets	6,002,359	5,559,687
Property, equipment and software, net	69,294	55,509
Goodwill	8,973,501	8,973,501
Intangible assets, net	9,262,670	9,982,217
Deposits	75,431	75,431
Right of use asset	465,069	689,688
Total assets	24,848,324	25,336,033
Current liabilities:
Accounts payable	6,266,813	7,538,902
Accrued expenses and other liabilities	4,317,717	4,758,492
Due to related parties	398,779	400,012
Convertible note payable, net	100,000	100,000
Accrued interest payable	1,835,623	1,996,753
Loan payable, current	2,300,674	2,325,842
Promissory note payable, net	5,057,666	4,884,592
Lease liabilities	1,073,389	1,210,814
Total current liabilities	21,350,662	23,215,407
Loan payable	150,000	150,000
Deferred tax liability	368,034	368,034
Total liabilities	21,868,696	23,733,441
Commitments and contingencies
Stockholders’ equity:
Common stock, $0.0001 par value per share, 1,000,000,000 shares authorized, 1,714,157 and 1,114,359 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively	170	110
Additional paid-in capital	117,657,641	115,596,929
Accumulated deficit	(114,678,184)	(113,994,449)
Total stockholders’ equity	2,979,628	1,602,592
Total liabilities and stockholders’ equity	24,848,324	25,336,033
Undesignated Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value
Series A Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value	1	1
Series C Convertible Preferred Stock [Member]
Stockholders’ equity:
Preferred stock value	1	1
Related Party [Member]
Current liabilities:
Due to related parties	$ 398,779	$ 400,012

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
Common stock par value	$ 0.0001	$ 0.0001
Common stock, share authorized	1,000,000,000	1,000,000,000
Common stock, share issued	1,714,157	1,114,359
Common stock, shares outstanding	1,714,157	1,114,359
Undesignated Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	6,300	6,300
Preferred stock, shares issued	6,300	6,300
Preferred stock, shares outstanding	6,300	6,300
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares issued	3,239	4,786
Preferred stock, shares outstanding	3,239	4,786

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Net revenues	$ 3,576,587	$ 4,439,508
Cost of net revenues	1,855,851	2,420,194
Gross profit	1,720,736	2,019,314
Operating expenses:
General and administrative	971,732	4,460,462
Sales and marketing	708,150	977,154
Distribution	265,499	270,185
Total operating expenses	1,945,381	5,707,802
Loss from operations	(224,645)	(3,688,487)
Other (expense) income:
Interest expense	(504,991)	(1,864,598)
Other non-operating income (expenses)	45,901	(678,989)
Total other expense, net	(459,090)	(2,543,587)
Income tax benefit (provision)
Net loss from continuing operations	(683,735)	(6,232,075)
Income from discontinued operations, net of tax		95,726
Net loss	$ (683,735)	$ (6,136,349)
Weighted average common shares outstanding -
Weighted average common shares outstanding - basic	1,485,210	226,814
Weighted average common shares outstanding -diluted	1,485,210	226,814
Net loss from continuing per common share - basic	$ (0.46)	$ (27.48)
Net loss from continuing per common share - diluted	$ (0.46)	$ (27.48)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Series A Convertible Preferred Stock [Member] Preferred Stock [Member]	Series C Convertible Preferred Stock [Member] Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Total
Balance at Dec. 31, 2022	$ 1		$ 18	$ 96,294,123	$ (103,747,316)	$ (7,453,174)
Balance, shares at Dec. 31, 2022	6,300		178,758
Issuance of common stock pursuant to private placement			$ 5	4,999,998		5,000,003
Issuance of common stock pursuant to private placement, shares			51,086
Offering costs				(536,927)		(536,927)
Shares issued for services and conversion of accounts payable				499,338		499,338
Shares issued for services, shares			4,756
Shares and warrants issued with notes				658,494		658,494
Shares and warrants issued with notes, shares			4,400
Stock-based compensation				105,594		105,594
Net loss					(6,136,349)	(6,136,349)
Balance at Mar. 31, 2023	$ 1		$ 23	102,020,620	(109,883,665)	(7,863,021)
Balance, shares at Mar. 31, 2023	6,300		239,000
Balance at Dec. 31, 2023	$ 1	$ 1	$ 110	115,596,929	(113,994,449)	$ 1,602,592
Balance, shares at Dec. 31, 2023	6,300	4,786	1,114,359
Issuance of common stock pursuant to private placement			$ 224,265
Issuance of common stock pursuant to private placement, shares						68,583
Shares issued for services and conversion of accounts payable			$ 7	224,260		$ 224,267
Shares issued for services, shares			68,583
Stock-based compensation				100,299		100,299
Net loss					(683,735)	(683,735)
Common shares issued for cash			$ 44	1,736,162		1,736,206
Common shares issued for cash, shares			444,909
Conversion of preferred shares into common stock			$ 9	(9)
Conversion of preferred shares into common stock, shares		(1,547)	86,306
Balance at Mar. 31, 2024	$ 1	$ 1	$ 170	$ 117,657,641	$ (114,678,184)	$ 2,979,628
Balance, shares at Mar. 31, 2024	6,300	3,239	1,714,157

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (683,735)	$ (6,136,349)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	719,547	959,207
Amortization of loan discount and fees	665,932	1,412,425
Loss on extinguishment of debt		689,100
Stock-based compensation	100,299	105,594
Shares issued for services	142,536	499,338
Change in credit reserve	(151,611)	109,298
Non-cash lease expense	244,694	100,512
Changes in operating assets and liabilities:
Accounts receivable, net	(207,071)	282,947
Due from factor	(297,951)	(77,776)
Inventory	201,127	299,188
Prepaid expenses and other current assets	(24,545)	(218,286)
Accounts payable	(1,190,358)	(416,093)
Accrued expenses and other liabilities	(440,775)	464,855
Deferred revenue		115,292
Accrued interest payable	(161,130)	218,740
Lease liabilities	(157,500)	(100,512)
Net cash used in operating activities	(1,240,541)	(1,692,520)
Cash flows from investing activities:
Purchase of property, equipment and software	(13,785)
Deposits		87,379
Net cash (used in) provided by investing activities	(13,785)	87,379
Cash flows from financing activities:
Repayments from related party advances	(1,234)	(104,170)
Advances from factor	27,936	217,625
Issuance of loans and note payable		3,542,199
Repayments of convertible notes and loan payable	(518,026)	(5,677,621)
Issuance of common stock for cash	1,736,206	5,000,003
Offering costs		(686,927)
Net cash provided by financing activities	1,244,883	2,291,109
Net change in cash and cash equivalents	(9,443)	685,968
Cash and cash equivalents at beginning of period	20,773	1,283,282
Cash and cash equivalents at end of period	11,330	1,969,250
Supplemental disclosure of cash flow information:
Cash paid for income taxes
Cash paid for interest		60,465
Supplemental disclosure of non-cash investing and financing activities:
Right of use asset		467,738
Shares issued for services and conversion of accounts payable	81,731
Conversion of preferred stock to common stock	$ 9

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (683,735)	$ (6,136,349)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Mar. 31, 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

NATURE OF OPERATIONS

NATURE OF OPERATIONS	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
NATURE OF OPERATIONS	NATURE OF OPERATIONS Digital Brands Group, Inc. (the “Company” or “DBG”), was organized on September 17, 2012 under the laws of Delaware as a limited liability company under the name Denim.LA LLC. The Company converted to a Delaware corporation on January 30, 2013 and changed its name to Denim.LA, Inc. Effective December 31, 2020, the Company changed its name to Digital Brands Group, Inc. (DBG). The Company is a curated collection of lifestyle brands, including Bailey 44, DSTLD, Harper & Jones, Stateside and ACE Studios, that offers a variety of apparel products through direct-to-consumer and wholesale distribution. On February 12, 2020, Denim.LA, Inc. entered into an Agreement and Plan of Merger with Bailey 44, LLC (“Bailey”), a Delaware limited liability company. On the acquisition date, Bailey became a wholly owned subsidiary of the Company. On May 18, 2021, the Company closed its acquisition of Harper & Jones, LLC (“H&J”) pursuant to its Membership Interest Stock Purchase Agreement with D. Jones Tailored Collection, Ltd. to purchase 100 On August 30, 2021, the Company closed its acquisition of Mosbest, LLC dba Stateside (“Stateside”) pursuant to its Membership Interest Purchase Agreement with Moise Emquies to purchase 100 On December 30, 2022, the Company closed its previously announced acquisition of Sunnyside, LLC dba Sundry (“Sundry”) pursuant to its Second Amended and Restated Membership Interest Purchase Agreement with Moise Emquies to purchase 100 On June 21, 2023, the Company and the former owners of H&J executed a Settlement Agreement and Release (the “Settlement Agreement”) whereby contemporaneously with the parties’ execution of the Settlement Agreement (i) the Company agreed to make an aggregate cash payment of $ 229,000 1,952,580 100

GOING CONCERN

GOING CONCERN	3 Months Ended
	Mar. 31, 2024
Going Concern
GOING CONCERN	NOTE 2: GOING CONCERN The accompanying unaudited condensed consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not generated profits since inception, has sustained net losses of $ 683,735 6,136,349 15,348,303 The Company’s ability to continue as a going concern for the next 12 months from the date the financial statements were available to be issued is dependent upon its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and/or to obtain additional capital financing. Through the date the financial statements were available to be issued, the Company has been primarily financed through the issuance of capital stock and debt. In the event that the Company cannot generate sufficient revenue to sustain its operations, the Company will need to reduce expenses or obtain financing through the sale of debt and/or equity securities. The issuance of additional equity would result in dilution to existing shareholders. If the Company is unable to obtain additional funds when they are needed or if such funds cannot be obtained on terms acceptable to the Company, the Company would be unable to execute upon the business plan or pay costs and expenses as they are incurred, which would have a material, adverse effect on the business, financial condition and results of operations. No assurance can be given that the Company will be successful in these efforts.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”). Reverse Stock Split On August 21, 2023, the Board of Directors approved a one Unaudited Interim Financial Information The accompanying unaudited condensed consolidated balance sheet as of March 31, 2024, the unaudited condensed consolidated statements of operations for the three and three months ended March 31, 2024, and 2023 and of cash flows for the three months ended March 31, 2024, and 2023 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for the interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim consolidated balance sheet. The results of operations are not necessarily indicative of the results expected for the year ending December 31, 2024. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2024. Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Bailey, Stateside and Sundry from the dates of acquisition. All inter-company transactions and balances have been eliminated on consolidation. Discontinued Operations Certain prior year accounts have been reclassified to conform with current year presentation regarding income from discontinued operations. Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, impairment of long-lived assets, contingent consideration and derivative liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates. Cash and Equivalents and Concentration of Credit Risk The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company did not hold any cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000 Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, due to related parties, related party note payable, and convertible debt. The carrying value of these assets and liabilities is representative of their fair market value, due to the short maturity of these instruments. Accounts Receivable and Expected Credit Loss We carry our accounts receivable at invoiced amounts less allowances for customer credit losses and other deductions to present the net amount expected to be collected on the financial asset. All receivables are expected to be collected within one year of the consolidated balance sheet. We do not accrue interest on the trade receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. Receivables are determined to be past due based on individual credit terms. An allowance for credit losses is maintained based on the length of time receivables are past due, historical collections, or the status of a customer’s financial position. Receivables are written off in the year deemed uncollectible after efforts to collect the receivables have proven unsuccessful. We do not have any off-balance sheet credit exposure related to our customers. We periodically review accounts receivable, estimate an allowance for bad debts, and simultaneously record the appropriate expense in the statement of operations. Such estimates are based on general economic conditions, the financial conditions of customers, and the amount and age of past due accounts. Past due accounts are written off against that allowance only after all collection attempts have been exhausted and the prospects for recovery are remote. Recoveries of accounts receivable previously written off are recorded as income when received. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As of March 31, 2024 and December 31, 2023, the Company determined an allowance for credit losses of $ 52,122 41,854 Inventory Inventory is stated at the lower of cost or net realizable value and accounted for using the weighted average cost method for DSTLD and first-in, first-out method for Bailey, Stateside and Sundry. The inventory balances as of March 31, 2024 and December 31, 2023 consist substantially of finished good products purchased or produced for resale, as well as any raw materials the Company purchased to modify the products and work in progress. Inventory consisted of the following: SCHEDULE OF INVENTORY March 31, December 31, 2024 2023 Raw materials $ 662,732 $ 695,580 Work in process 561,109 585,387 Finished goods 3,420,631 3,568,633 Inventory $ 4,648,473 $ 4,849,600 Goodwill Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required. Annual Impairment At December 31, 2023, management determined that certain events and circumstances occurred that indicated that the carrying value of the Company’s brand name assets, and the carrying amount of the reporting units, pertaining to Bailey44, Stateside and Sundry may not be recoverable. The qualitative assessment was primarily due to reduced or stagnant revenues of both entities as compared to the Company’s initial projections at the time of each respective acquisition, as well as the entities’ liabilities in excess of assets. Upon the quantitative analysis performed, the Company determined that the fair value of the intangible assets and reporting units were greater than the respective carrying values. As such, no impairment was recorded. The Company utilized the enterprise value approach in the impairment tests of each reporting unit in 2023. Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of March 31, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of March 31, 2024 and 2023 are as follows: SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING 2024 2023 March 31, 2024 2023 Series A convertible preferred stock 27,097 27,097 Series C convertible preferred stock 180,736 - Common stock warrants 1,180,220 237,745 Stock options 1,558 1,558 Total potentially dilutive shares 1,389,611 266,400 The stock options and warrants above are out-of-the-money as of March 31, 2024 and 2023. Recent Accounting Pronouncements In January 2024, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. The following accounting pronouncements have been issued as of May 20, 2024 but are not yet effective and may affect the future financial reporting by the Company: ● ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions:

DUE FROM FACTOR

DUE FROM FACTOR	3 Months Ended
	Mar. 31, 2024
Due From Factor
DUE FROM FACTOR	NOTE 4: DUE FROM FACTOR Due to/from factor consist of the following: SCHEDULE OF DUE TO/ FROM FACTOR March 31, December 31, 2024 2023 Outstanding receivables: Without recourse $ 1,194,249 $ 808,233 With recourse 22,348 99,055 Matured funds and deposits 53,963 65,321 Advances (511,123 ) (483,187 ) Credits due customers — (151,611 ) Due from factor, net $ 759,437 $ 337,811

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	NOTE 5: GOODWILL AND INTANGIBLE ASSETS The following is a summary of goodwill attributable to each business combination: SCHEDULE OF GOODWILL ATTRIBUTABLE TO EACH BUSINESS COMBINATION 2024 2023 March 31, December 31, 2024 2023 Bailey $ 3,158,123 $ 3,158,123 Stateside 2,104,056 2,104,056 Sundry 3,711,322 3,711,322 Goodwill $ 8,973,501 $ 8,973,501 The following table summarizes information relating to the Company’s identifiable intangible assets as of March 31, 2024: SCHEDULE OF INFORMATION RELATING TO THE COMPANY’S IDENTIFIABLE INTANGIBLE ASSETS Gross Accumulated Carrying Amount Amortization Value Amortized: Customer relationships $ 8,634,560 $ (5,213,770 ) $ 3,420,790 $ 8,634,560 $ (5,213,770 ) $ 3,420,790 Indefinite-lived: Brand name $ 5,841,880 — 5,841,880 $ 5,841,880 $ — $ 5,841,880 The Company recorded amortization expense of $ 719,547 954,353

LIABILITIES AND DEBT

LIABILITIES AND DEBT	3 Months Ended
	Mar. 31, 2024
Liabilities And Debt
LIABILITIES AND DEBT	NOTE 6: LIABILITIES AND DEBT Accrued Expenses and Other Liabilities The Company accrued expenses and other liabilities line in the consolidated balance sheets is comprised of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December 31, 2024 2023 Accrued expenses $ 590,310 $ 617,374 Payroll related liabilities 3,470,557 3,895,640 Sales tax liability 157,498 145,545 Other liabilities 99,353 99,934 Accrued expenses and other liabilities, Total $ 4,317,717 $ 4,758,492 Convertible Debt As of March 31, 2024 and December 31, 2023, there was $ 100,000 Loan Payable — PPP and SBA Loan In April 2022, there was a partial forgiveness of Bailey’s first PPP Loan totaling $ 413,705 . As of March 31, 2024 and December 31, 2023, Bailey had an outstanding PPP Loan balance of $ 933,295 , which matures in 2026. Merchant Advances Future Sales Receipts In 2022 and 2023, the Company obtained several merchant advances. These advances are, for the most part, secured by expected future sales transactions of the Company with expected payments on a weekly basis. The Company made total cash repayments, pertaining to principal and interest of $ 464,386 The following is a summary of the merchant advances as of March 31, 2024 and December 31, 2023: SCHEDULE OF MERCHANT ADVANCES 2024 2023 March 31, December 31, 2024 2023 Principal $ 2,496,559 $ 2,960,946 Less: unamortized debt discount (1,475,160 ) (1,966,881 ) Merchant cash advances, net $ 1,021,399 $ 994,065 The unamortized debt discount of $ 1,475,160 491,720 Other The Company has outstanding merchant advances with Shopify Capital. During the three months ended March 31, 2024, the Company made repayments totaling $ 66,042 83,856 The Company also has outstanding merchant advances with Gynger, Inc. As of March 31, 2024, the remaining principal outstanding was $ 273,188 Promissory Note Payable As of March 31, 2024 and December 31, 2023, the outstanding principal on the note to the sellers of Bailey was $ 3,500,000 Interest expense was $ 105,000 105,000 In March 2023, the Company and various purchasers executed a Securities Purchase Agreement (“March 2023 Notes”) whereby the investors purchased from the Company promissory notes in the aggregate principal amount of $ 2,458,750 608,750 1,850,000 September 30, 2023 7,500,000 50 50 7,500,000 100 20 1,247,232 608,750 The parties are currently working on an extension to the Maturity Date and have acknowledged that the default provisions have not been triggered. It is expected that the March 2023 Notes will be fully repaid by the end of the second quarter of 2024. In connection with the amendments, the Company increased the principal owed on the March 2023 Notes to $ 519,222 173,074 The following is a summary of promissory notes payable, net: SCHEDULE OF PROMISSORY NOTES PAYABLE, NET 2024 2023 March 31, December 31, 2024 2023 Bailey Note $ 3,500,000 $ 3,500,000 March 2023 Notes – principal 1,730,740 1,730,740 March 2023 Notes - unamortized debt discount (173,074 ) (346,148 ) Promissory note payable, net $ 5,057,666 $ 4,884,592

STOCKHOLDERS_ DEFICIT

STOCKHOLDERS’ DEFICIT	3 Months Ended
	Mar. 31, 2024
Equity [Abstract]
STOCKHOLDERS’ DEFICIT	NOTE 7: STOCKHOLDERS’ DEFICIT Amendments to Certificate of Incorporation On August 21, 2023, the Board of Directors approved a one Common Stock The Company had 1,000,000,000 shares of common stock, $ 0.0001 Common stockholders have voting rights of one vote per share 2024 Transactions During the three months ended March 31, 2024, the Company issued 444,909 1,736,206 During the three months ended March 31, 2024, the Company issued an aggregate of 68,583 224,265 In February 2024, the Company issued an aggregate of 52,994 173,290 3.27 In December 2023, the Company issued an aggregate of 15,589 shares of common stock to a vendor as conversion of accounts payable for a total value of $ 50,975 During the three months ended March 31, 2024, 1,547 86,306 Series A Convertible Preferred Stock On September 29, 2022, the Company filed the Certificate of Designation designating up to 6,800 Except for stock dividends or distributions for which adjustments are to be made pursuant to the Certificate of Designation, the holders of the Series A Preferred Stock (the “Holders”) shall be entitled to receive, and the Company shall pay, dividends on shares of the Series A Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of the Series A Preferred Stock. With respect to any vote with the class of Common Stock, each share of the Series A Preferred Stock shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible. The Series A Preferred Stock shall rank (i) senior to all of the Common Stock; (ii) senior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms junior to any Preferred Stock (“Junior Securities”); (iii) on parity with any class or series of capital stock of the Corporation created specifically ranking by its terms on parity with the Preferred Stock (“Parity Securities”); and (iv) junior to any class or series of capital stock of the Company hereafter created specifically ranking by its terms senior to any Preferred Stock (“Senior Securities”), in each case, as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. Each share of the Series A Preferred Stock shall be convertible, at any time and from time to time from and after September 29, 2022 at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of the Series A Preferred Stock ($ 1,000 9.30 As of March 31, 2024 and December 31, 2023, there were 6,300 Series C Convertible Preferred Stock On June 21, 2023, the Company, on the one hand, and Moise Emquies, George Levy, Matthieu Leblan, Carol Ann Emquies, Jenny Murphy and Elodie Crichi (collectively, the “Sundry Investors”), on the other hand, executed a Securities Purchase Agreement (the “Sundry SPA”) whereby the Company issued 5,761 0.0001 1,000 1,000 0.717 five On June 21, 2023, the Company filed the Certificate of Designation with the Secretary of State for the State of Delaware designating up to 5,761 Except for stock dividends or distributions for which adjustments are to be made pursuant to the Certificate of Designation, the holders of the Series C Preferred Stock (the “Series C Holders”) shall be entitled to receive, and the Company shall pay, dividends on shares of the Series C Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of the Series C Preferred Stock. The Series C Holders are entitled to vote as a class as expressly provided in the Certificate of Designation. The Series C Holders are also entitled to vote with the holders of shares of Common Stock, voting together as one class, on all matters in which the Series C Holders are permitted to vote with the class of shares of Common Stock. With respect to any vote with the class of Common Stock, each share of the Series C Preferred Stock shall entitle the Holder thereof to cast that number of votes per share as is equal to the number of shares of Common Stock into which it is then convertible (subject to the ownership limitations specified in the Certificate of Designation) using the record date for determining the stockholders of the Company eligible to vote on such matters as the date as of which the conversion price is calculated. The Series C Preferred Stock shall rank (i) senior to all of the Common Stock; (ii) senior to Junior Securities; (iii) on parity with Parity Securities; and (iv) junior to Senior Securities, in each case, as to dividends or distributions of assets upon liquidation, dissolution or winding up of the Company, whether voluntarily or involuntarily. Subject to any superior liquidation rights of the holders of any Senior Securities of the Company and the rights of the Company’s existing and future creditors, upon a Liquidation, each Holder shall be entitled to be paid out of the assets of the Company legally available for distribution to stockholders, prior and in preference to any distribution of any of the assets or surplus funds of the Company to the holders of the Common Stock and Junior Securities and pari passu with any distribution to the holders of Parity Securities, an amount equal to the Stated Value (as defined in the Certificate of Designation) for each share of the Series C Preferred Stock held by such Holder and an amount equal to any accrued and unpaid dividends thereon, and thereafter the Series C Holders shall be entitled to receive out of the assets, whether capital or surplus, of the Company the same amount that a holder of Common Stock would receive if the Series C Preferred Stock were fully converted (disregarding for such purposes any conversion limitations hereunder) to Common Stock which amounts shall be paid pari passu with all holders of Common Stock. Each share of the Series C Preferred Stock shall be convertible, at any time and from time to time from and after June 21, 2023 at the option of the Holder thereof, into that number of shares of Common Stock determined by dividing the Stated Value of such share of the Series C Preferred Stock ($ 1,000 0.717 five The Company has the option to redeem any or all of the then outstanding Series C Preferred Stock at 112 In October 2023, 975 54,394 During the three months ended March 31, 2024, 1,547 86,306

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	NOTE 8: RELATED PARTY TRANSACTIONS As of March 31, 2024 and December 31, 2023, amounts due to related parties were $ 398,779 400,012

SHARE-BASED PAYMENTS

SHARE-BASED PAYMENTS	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SHARE-BASED PAYMENTS	NOTE 9: SHARE-BASED PAYMENTS Common Stock Warrants A summary of information related to common stock warrants for the three months ended Mach 31, 2024 is as follows: SUMMARY OF INFORMATION RELATED TO COMMON STOCK WARRANTS Common Weighted Stock Average Warrants Exercise Price Outstanding - December 31, 2023 1,180,220 $ 25.40 Granted - - Exercised - - Forfeited - - Outstanding - March 31, 2024 1,180,220 $ 25.40 Exercisable at December 31, 2023 1,180,220 $ 25.40 Exercisable at March 31, 2024 1,180,220 $ 25.40 Stock Options As of March 31, 2024 and December 31, 2023, the Company had 1,558 9,050 Stock-based compensation expense of $ 100,299 105,594 14,399 14,399 69,103 0.31

LEASE OBLIGATIONS

LEASE OBLIGATIONS	3 Months Ended
	Mar. 31, 2024
Lease Obligations
LEASE OBLIGATIONS	NOTE 10: LEASE OBLIGATIONS Rent is classified by function on the consolidated statements of operations either as general and administrative, sales and marketing, or cost of revenue. The Company determines whether an arrangement is or contains a lease at inception by evaluating potential lease agreements including services and operating agreements to determine whether an identified asset exists that the Company controls over the term of the arrangement. Lease commencement is determined to be when the lessor provides access to, and the right to control, the identified asset. The rental payments for the Company’s leases are typically structured as either fixed or variable payments. Fixed rent payments include stated minimum rent and stated minimum rent with stated increases. The Company considers lease payments that cannot be predicted with reasonable certainty upon lease commencement to be variable lease payments, which are recorded as incurred each period and are excluded from the calculation of lease liabilities. Management uses judgment in determining lease classification, including determination of the economic life and the fair market value of the identified asset. The fair market value of the identified asset is generally estimated based on comparable market data provided by third-party sources. In January 2023, the Company entered into a lease agreement extension for its corporate office and distribution center in Vernon, California that expires on January 31, 2025. The lease has monthly base rent payments of $ 12,000 31,597 170,002 10.0 In September 2023, the Company entered into a lease agreement extension for a showroom space in Los Angeles, California that commences in March 2023 and expires in September 2024. The lease has a monthly base rent of $ 25,000 658,091 1,040,812 10.0 The following is a summary of operating lease assets and liabilities: SUMMARY OF OPERATING LEASE ASSETS AND LIABILITIES March 31, December 31, Operating leases 2024 2023 Assets ROU operating lease assets $ 465,069 $ 689,688 Liabilities Current portion of operating lease 1,073,389 1,210,814 Total operating lease liabilities $ 1,073,389 $ 1,210,814 Operating leases March 31, December 31, 2023 Weighted average remaining lease term (years) 0.75 1.00 Weighted average discount rate 10.00 % 10.00 % SUMMARY OF OPERATING LEASE OBLIGATIONS March 31, Future minimum payments - 2024 $ 1,110,730 Less imputed interest -37,341 Total lease obligations $ 1,073,389

CONTINGENCIES

CONTINGENCIES	3 Months Ended
	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
CONTINGENCIES	NOTE 11: CONTINGENCIES We are currently involved in, and may in the future be involved in, legal proceedings, claims, and government investigations in the ordinary course of business. These include proceedings, claims, and investigations relating to, among other things, regulatory matters, commercial matters, intellectual property, competition, tax, employment, pricing, discrimination, consumer rights, personal injury, and property rights. These matters also include the following: On March 21, 2023, a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $ 43,501 On February 7, 2023, a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $ 182,400 On November 9, 2022, a vendor filed a lawsuit against Digital Brand’s Group related to prior services rendered. The claims (including fines, fees, and legal expenses) total an aggregate of $ 50,190 In August 2020 and March 2021, two 96,900 On December 21, 2020, a Company investor filed a lawsuit against DBG for reimbursement of their investment totaling $ 100,000 On November 16, 2023 a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $ 345,384 , which represents past due fees and late fees. Such amounts are included in the accompanying balance sheets. The Company does not believe it is probable that the losses in excess of such pay trade payables will be incurred. On November 15, 2023 a vendor filed a lawsuit against Digital Brands Group related to trade payables totaling approximately $ 582,208 292,604 On December 21, 2023, a former employee from over two years ago filed a wrongful termination lawsuit against the Company. The Company is disputing this claim. To this point, this same law firm recently sent a demand letter for another wrongful termination of a temporary worker we used from a third party placement agency. This person was not a Company employee at any time. A vendor filed a lawsuit against Bailey 44 related to a retail store lease in the amount of $ 1.5 450,968 All claims above, to the extent management believes it will be liable, have been included in accounts payable and accrued expenses and other liabilities in the accompanying consolidated balance sheet as of March 31, 2024. Depending on the nature of the proceeding, claim, or investigation, we may be subject to monetary damage awards, fines, penalties, or injunctive orders. Furthermore, the outcome of these matters could materially adversely affect our business, results of operations, and financial condition. The outcomes of legal proceedings, claims, and government investigations are inherently unpredictable and subject to significant judgment to determine the likelihood and amount of loss related to such matters. While it is not possible to determine the outcomes, we believe based on our current knowledge that the resolution of all such pending matters will not, either individually or in the aggregate, have a material adverse effect on our business, results of operations, cash flows, or financial condition. Except as may be set forth above the Company is not a party to any legal proceedings, and the Company is not aware of any claims or actions pending or threatened against us. In the future, the Company might from time to time become involved in litigation relating to claims arising from its ordinary course of business, the resolution of which the Company does not anticipate would have a material adverse impact on our financial position, results of operations or cash flows.

INCOME TAXES

INCOME TAXES	3 Months Ended
	Mar. 31, 2024
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 12: INCOME TAXES The Company has historically calculated the provision for income taxes during interim reporting periods by applying an estimate of the annual effective tax rate for the full fiscal year to “ordinary” income or loss (pretax income or loss excluding unusual or infrequently occurring discrete items) for the reporting period. The Company has used a discrete effective tax rate method to calculate taxes for the fiscal three month periods ended March 31, 2024. The Company determined that since small changes in estimated “ordinary” income would result in significant changes in the estimated annual effective tax rate, the historical method would not provide a reliable estimate for the fiscal three month period ended March 31, 2024. The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due, cumulative losses through March 31, 2024, and no history of generating taxable income.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 13: SUBSEQUENT EVENTS Target Capital Convertible Promissory Note On April 30, 2024 (the “Issue Date”), the Company issued a convertible promissory note in the original principal amount of $ 250,000 April 30, 2025 50,000 0.0001 3.50 50,000 50,000 Securities Purchase Agreement On or about August 31, 2023, the Company entered into a securities purchase agreement with an accredited investor (the “Investor”), pursuant to which the Company issued on September 5, 2023 those certain Series A warrants to purchase 513,875 513,875 On May 3, 2024, the Company entered into that certain inducement offer to exercise common stock purchase warrants with the Investor (the “Inducement Agreement”), pursuant to which (i) the Company agreed to lower the exercise price of the Existing Warrants to $ 3.13 1,027,750 3,216,857.50 Pursuant to the Inducement Agreement, the Company issued to the Investor a new unregistered Series A-1 common share purchase warrant to purchase up to 1,027,750 1,027,750 2.88 Pursuant to that certain engagement letter entered into by the Company and the Placement Agent, as amended, the Company paid the Placement Agent (i) an aggregate cash fee equal to 7.5 1.0 50,000 15,950 77,081 3.9125 Additionally, upon exercise, if any, of the New Warrants for cash, the Company shall pay the Placement Agent, (i) a cash fee of 7.5 1.0 7.5

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”).
Reverse Stock Split	Reverse Stock Split On August 21, 2023, the Board of Directors approved a one
Unaudited Interim Financial Information	Unaudited Interim Financial Information The accompanying unaudited condensed consolidated balance sheet as of March 31, 2024, the unaudited condensed consolidated statements of operations for the three and three months ended March 31, 2024, and 2023 and of cash flows for the three months ended March 31, 2024, and 2023 have been prepared by the Company, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) for the interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. The unaudited interim consolidated financial statements have been prepared on a basis consistent with the audited consolidated financial statements and in the opinion of management, reflect all adjustments, consisting of only normal recurring adjustments, necessary for the fair presentation of the consolidated results for the interim periods presented and of the consolidated financial condition as of the date of the interim consolidated balance sheet. The results of operations are not necessarily indicative of the results expected for the year ending December 31, 2024. The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K filed with the SEC on April 15, 2024.
Principles of Consolidation	Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries Bailey, Stateside and Sundry from the dates of acquisition. All inter-company transactions and balances have been eliminated on consolidation.
Discontinued Operations	Discontinued Operations Certain prior year accounts have been reclassified to conform with current year presentation regarding income from discontinued operations.
Use of Estimates	Use of Estimates The preparation of the Company’s financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant estimates and assumptions reflected in these financial statements include, but are not limited to, inventory, impairment of long-lived assets, contingent consideration and derivative liabilities. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates when there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. Actual results could differ from those estimates.
Cash and Equivalents and Concentration of Credit Risk	Cash and Equivalents and Concentration of Credit Risk The Company considers all highly liquid securities with an original maturity of less than three months to be cash equivalents. As of March 31, 2024 and December 31, 2023, the Company did not hold any cash equivalents. The Company’s cash and cash equivalents in bank deposit accounts, at times, may exceed federally insured limits of $ 250,000
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s financial instruments consist of cash and cash equivalents, prepaid expenses, accounts payable, accrued expenses, due to related parties, related party note payable, and convertible debt. The carrying value of these assets and liabilities is representative of their fair market value, due to the short maturity of these instruments.
Accounts Receivable and Expected Credit Loss	Accounts Receivable and Expected Credit Loss We carry our accounts receivable at invoiced amounts less allowances for customer credit losses and other deductions to present the net amount expected to be collected on the financial asset. All receivables are expected to be collected within one year of the consolidated balance sheet. We do not accrue interest on the trade receivables. Management evaluates the ability to collect accounts receivable based on a combination of factors. Receivables are determined to be past due based on individual credit terms. An allowance for credit losses is maintained based on the length of time receivables are past due, historical collections, or the status of a customer’s financial position. Receivables are written off in the year deemed uncollectible after efforts to collect the receivables have proven unsuccessful. We do not have any off-balance sheet credit exposure related to our customers. We periodically review accounts receivable, estimate an allowance for bad debts, and simultaneously record the appropriate expense in the statement of operations. Such estimates are based on general economic conditions, the financial conditions of customers, and the amount and age of past due accounts. Past due accounts are written off against that allowance only after all collection attempts have been exhausted and the prospects for recovery are remote. Recoveries of accounts receivable previously written off are recorded as income when received. The Company provides credit to its customers in the normal course of business and has established credit evaluation and monitoring processes to mitigate credit risk. As of March 31, 2024 and December 31, 2023, the Company determined an allowance for credit losses of $ 52,122 41,854
Inventory	Inventory Inventory is stated at the lower of cost or net realizable value and accounted for using the weighted average cost method for DSTLD and first-in, first-out method for Bailey, Stateside and Sundry. The inventory balances as of March 31, 2024 and December 31, 2023 consist substantially of finished good products purchased or produced for resale, as well as any raw materials the Company purchased to modify the products and work in progress. Inventory consisted of the following: SCHEDULE OF INVENTORY March 31, December 31, 2024 2023 Raw materials $ 662,732 $ 695,580 Work in process 561,109 585,387 Finished goods 3,420,631 3,568,633 Inventory $ 4,648,473 $ 4,849,600
Goodwill	Goodwill Goodwill and identifiable intangible assets that have indefinite useful lives are not amortized, but instead are tested annually for impairment and upon the occurrence of certain events or substantive changes in circumstances. The annual goodwill impairment test allows for the option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. An entity may choose to perform the qualitative assessment on none, some or all of its reporting units or an entity may bypass the qualitative assessment for any reporting unit and proceed directly to step one of the quantitative impairment test. If it is determined, on the basis of qualitative factors, that the fair value of a reporting unit is, more likely than not, less than its carrying value, the quantitative impairment test is required.
Annual Impairment	Annual Impairment At December 31, 2023, management determined that certain events and circumstances occurred that indicated that the carrying value of the Company’s brand name assets, and the carrying amount of the reporting units, pertaining to Bailey44, Stateside and Sundry may not be recoverable. The qualitative assessment was primarily due to reduced or stagnant revenues of both entities as compared to the Company’s initial projections at the time of each respective acquisition, as well as the entities’ liabilities in excess of assets. Upon the quantitative analysis performed, the Company determined that the fair value of the intangible assets and reporting units were greater than the respective carrying values. As such, no impairment was recorded. The Company utilized the enterprise value approach in the impairment tests of each reporting unit in 2023.
Net Loss per Share	Net Loss per Share Net earnings or loss per share is computed by dividing net income or loss by the weighted-average number of common shares outstanding during the period, excluding shares subject to redemption or forfeiture. The Company presents basic and diluted net earnings or loss per share. Diluted net earnings or loss per share reflect the actual weighted average of common shares issued and outstanding during the period, adjusted for potentially dilutive securities outstanding. Potentially dilutive securities are excluded from the computation of the diluted net loss per share if their inclusion would be anti-dilutive. As all potentially dilutive securities are anti-dilutive as of March 31, 2024 and 2023, diluted net loss per share is the same as basic net loss per share for each year. Potentially dilutive items outstanding as of March 31, 2024 and 2023 are as follows: SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING 2024 2023 March 31, 2024 2023 Series A convertible preferred stock 27,097 27,097 Series C convertible preferred stock 180,736 - Common stock warrants 1,180,220 237,745 Stock options 1,558 1,558 Total potentially dilutive shares 1,389,611 266,400 The stock options and warrants above are out-of-the-money as of March 31, 2024 and 2023.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In January 2024, the Company adopted the Financial Accounting Standards Board’s (the “FASB”) Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging— Contracts in Entity’s Own Equity (Subtopic 815-40): Management does not believe that any other recently issued, but not yet effective, accounting standards could have a material effect on the accompanying financial statements. As new accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances. The following accounting pronouncements have been issued as of May 20, 2024 but are not yet effective and may affect the future financial reporting by the Company: ● ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions:

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	3 Months Ended
	Mar. 31, 2024
Accounting Policies [Abstract]
SCHEDULE OF INVENTORY	Inventory consisted of the following: SCHEDULE OF INVENTORY March 31, December 31, 2024 2023 Raw materials $ 662,732 $ 695,580 Work in process 561,109 585,387 Finished goods 3,420,631 3,568,633 Inventory $ 4,648,473 $ 4,849,600
SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING	SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING 2024 2023 March 31, 2024 2023 Series A convertible preferred stock 27,097 27,097 Series C convertible preferred stock 180,736 - Common stock warrants 1,180,220 237,745 Stock options 1,558 1,558 Total potentially dilutive shares 1,389,611 266,400

DUE FROM FACTOR (Tables)

DUE FROM FACTOR (Tables)	3 Months Ended
	Mar. 31, 2024
Due From Factor
SCHEDULE OF DUE TO/ FROM FACTOR	Due to/from factor consist of the following: SCHEDULE OF DUE TO/ FROM FACTOR March 31, December 31, 2024 2023 Outstanding receivables: Without recourse $ 1,194,249 $ 808,233 With recourse 22,348 99,055 Matured funds and deposits 53,963 65,321 Advances (511,123 ) (483,187 ) Credits due customers — (151,611 ) Due from factor, net $ 759,437 $ 337,811

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	3 Months Ended
	Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF GOODWILL ATTRIBUTABLE TO EACH BUSINESS COMBINATION	The following is a summary of goodwill attributable to each business combination: SCHEDULE OF GOODWILL ATTRIBUTABLE TO EACH BUSINESS COMBINATION 2024 2023 March 31, December 31, 2024 2023 Bailey $ 3,158,123 $ 3,158,123 Stateside 2,104,056 2,104,056 Sundry 3,711,322 3,711,322 Goodwill $ 8,973,501 $ 8,973,501
SCHEDULE OF INFORMATION RELATING TO THE COMPANY’S IDENTIFIABLE INTANGIBLE ASSETS	The following table summarizes information relating to the Company’s identifiable intangible assets as of March 31, 2024: SCHEDULE OF INFORMATION RELATING TO THE COMPANY’S IDENTIFIABLE INTANGIBLE ASSETS Gross Accumulated Carrying Amount Amortization Value Amortized: Customer relationships $ 8,634,560 $ (5,213,770 ) $ 3,420,790 $ 8,634,560 $ (5,213,770 ) $ 3,420,790 Indefinite-lived: Brand name $ 5,841,880 — 5,841,880 $ 5,841,880 $ — $ 5,841,880

LIABILITIES AND DEBT (Tables)

LIABILITIES AND DEBT (Tables)	3 Months Ended
	Mar. 31, 2024
Liabilities And Debt
SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES	The Company accrued expenses and other liabilities line in the consolidated balance sheets is comprised of the following as of March 31, 2024 and December 31, 2023: SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES March 31, December 31, 2024 2023 Accrued expenses $ 590,310 $ 617,374 Payroll related liabilities 3,470,557 3,895,640 Sales tax liability 157,498 145,545 Other liabilities 99,353 99,934 Accrued expenses and other liabilities, Total $ 4,317,717 $ 4,758,492
SCHEDULE OF MERCHANT ADVANCES	The following is a summary of the merchant advances as of March 31, 2024 and December 31, 2023: SCHEDULE OF MERCHANT ADVANCES 2024 2023 March 31, December 31, 2024 2023 Principal $ 2,496,559 $ 2,960,946 Less: unamortized debt discount (1,475,160 ) (1,966,881 ) Merchant cash advances, net $ 1,021,399 $ 994,065
SCHEDULE OF PROMISSORY NOTES PAYABLE, NET	The following is a summary of promissory notes payable, net: SCHEDULE OF PROMISSORY NOTES PAYABLE, NET 2024 2023 March 31, December 31, 2024 2023 Bailey Note $ 3,500,000 $ 3,500,000 March 2023 Notes – principal 1,730,740 1,730,740 March 2023 Notes - unamortized debt discount (173,074 ) (346,148 ) Promissory note payable, net $ 5,057,666 $ 4,884,592

SHARE-BASED PAYMENTS (Tables)

SHARE-BASED PAYMENTS (Tables)	3 Months Ended
	Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]
SUMMARY OF INFORMATION RELATED TO COMMON STOCK WARRANTS	SUMMARY OF INFORMATION RELATED TO COMMON STOCK WARRANTS Common Weighted Stock Average Warrants Exercise Price Outstanding - December 31, 2023 1,180,220 $ 25.40 Granted - - Exercised - - Forfeited - - Outstanding - March 31, 2024 1,180,220 $ 25.40 Exercisable at December 31, 2023 1,180,220 $ 25.40 Exercisable at March 31, 2024 1,180,220 $ 25.40

LEASE OBLIGATIONS (Tables)

LEASE OBLIGATIONS (Tables)	3 Months Ended
	Mar. 31, 2024
Lease Obligations
SUMMARY OF OPERATING LEASE ASSETS AND LIABILITIES	SUMMARY OF OPERATING LEASE ASSETS AND LIABILITIES March 31, December 31, Operating leases 2024 2023 Assets ROU operating lease assets $ 465,069 $ 689,688 Liabilities Current portion of operating lease 1,073,389 1,210,814 Total operating lease liabilities $ 1,073,389 $ 1,210,814 Operating leases March 31, December 31, 2023 Weighted average remaining lease term (years) 0.75 1.00 Weighted average discount rate 10.00 % 10.00 %
SUMMARY OF OPERATING LEASE OBLIGATIONS	SUMMARY OF OPERATING LEASE OBLIGATIONS March 31, Future minimum payments - 2024 $ 1,110,730 Less imputed interest -37,341 Total lease obligations $ 1,073,389

NATURE OF OPERATIONS (Details N

NATURE OF OPERATIONS (Details Narrative) - USD ($)	Jun. 21, 2023	Dec. 30, 2022	Aug. 30, 2021	May 18, 2021
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member] | Harper & Jones, LLC [Member] | H&J Settlement Agreement [Member] | D. Jones Tailored Collection, Ltd [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Aggregate cash payment agreed to pay	$ 229,000
Issuance of common stock, shares	1,952,580
Percentage of membership interest	100%
Harper & Jones LLC [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of equity acquired				100%
Stateside [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of equity acquired			100%
Sundry [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Percentage of equity acquired		100%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Going Concern
Net loss	$ 683,735	$ 6,136,349
Working capital deficit	$ 15,348,303

SCHEDULE OF INVENTORY (Details)

SCHEDULE OF INVENTORY (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Raw materials	$ 662,732	$ 695,580
Work in process	561,109	585,387
Finished goods	3,420,631	3,568,633
Inventory	$ 4,648,473	$ 4,849,600

SCHEDULE OF POTENTIALLY DILUTIV

SCHEDULE OF POTENTIALLY DILUTIVE ITEMS OUTSTANDING (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,389,611	266,400
Equity Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,558	1,558
Series A Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	27,097	27,097
Series C Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	180,736
Common Stock Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	1,180,220	237,745

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	Aug. 21, 2023	Mar. 31, 2024 USD ($)	Dec. 31, 2023 USD ($)
Accounting Policies [Abstract]
Reverse stock split conversion ratio	0.04
Cash and cash equivalents in bank deposit		$ 250,000	$ 250,000
Allowance for credit loss		$ 52,122	$ 41,854

SCHEDULE OF DUE TO_ FROM FACTOR

SCHEDULE OF DUE TO/ FROM FACTOR (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Outstanding receivables:
Without recourse	$ 1,194,249	$ 808,233
With recourse	22,348	99,055
Matured funds and deposits	53,963	65,321
Advances	(511,123)	(483,187)
Credits due customers		(151,611)
Due from factor, net	$ 759,437	$ 337,811

SCHEDULE OF GOODWILL ATTRIBUTAB

SCHEDULE OF GOODWILL ATTRIBUTABLE TO EACH BUSINESS COMBINATION (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 8,973,501	$ 8,973,501
Bailey [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	3,158,123	3,158,123
Stateside [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	2,104,056	2,104,056
Sundry [Member]
Restructuring Cost and Reserve [Line Items]
Goodwill	$ 3,711,322	$ 3,711,322

SCHEDULE OF INFORMATION RELATIN

SCHEDULE OF INFORMATION RELATING TO THE COMPANY’S IDENTIFIABLE INTANGIBLE ASSETS (Details)	Mar. 31, 2024 USD ($)
Finite-Lived Intangible Assets [Line Items]
Gross Amount	$ 8,634,560
Accumulated Amortization	(5,213,770)
Carrying Value	3,420,790
Indefinite-lived	5,841,880
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Indefinite-lived	5,841,880
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Amount	8,634,560
Accumulated Amortization	(5,213,770)
Carrying Value	$ 3,420,790

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 719,547	$ 954,353

SCHEDULE OF ACCRUED EXPENSES AN

SCHEDULE OF ACCRUED EXPENSES AND OTHER LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Liabilities And Debt
Accrued expenses	$ 590,310	$ 617,374
Payroll related liabilities	3,470,557	3,895,640
Sales tax liability	157,498	145,545
Other liabilities	99,353	99,934
Accrued expenses and other liabilities, Total	$ 4,317,717	$ 4,758,492

SCHEDULE OF MERCHANT ADVANCES (

SCHEDULE OF MERCHANT ADVANCES (Details) - Merchant Advances [Member] - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Principal	$ 2,496,559	$ 2,960,946
Less: unamortized debt discount	(1,475,160)	(1,966,881)
Merchant cash advances, net	$ 1,021,399	$ 994,065

SCHEDULE OF PROMISSORY NOTES PA

SCHEDULE OF PROMISSORY NOTES PAYABLE, NET (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023
Promissory note payable, net	$ 5,057,666	$ 4,884,592
March 2023 Notes [Member]
Bailey Note			$ 7,500,000
Promissory note payable, net	1,730,740	1,730,740	$ 2,458,750
March 2023 Notes - unamortized debt discount	(173,074)	(346,148)
Bailey [Member]
Bailey Note	$ 3,500,000	$ 3,500,000

LIABILITIES AND DEBT (Details N

LIABILITIES AND DEBT (Details Narrative) - USD ($)	1 Months Ended			3 Months Ended			12 Months Ended
	Sep. 30, 2023	Mar. 31, 2023	Apr. 30, 2022	Mar. 31, 2024	Mar. 31, 2023	Mar. 31, 2023	Dec. 31, 2023
Convertible debt				$ 100,000			$ 100,000
Promissory note payable, net				5,057,666			4,884,592
Bailey [Member]
Percentage of notes to be repaid, if the Company completes a debt or equity financing of less than the threshold amount				3,500,000			3,500,000
First PPP Loan [Member] | Bailey [Member]
Debt Instrument, Decrease, Forgiveness			$ 413,705
PPP Loan [Member] | Bailey [Member]
Long-Term Debt, Gross							933,295
Merchant Advances [Member]
Long-Term Debt, Gross				2,496,559			2,960,946
Repayments of debt				464,386
Amortized debt discount				1,475,160			1,966,881
Interest expense				491,720
Merchant Advance from Shopify Capital [Member]
Repayments				66,042
Secured debt				83,856
Merchant Advances From Gynger Inc [Member]
Secured debt				273,188
Promissory Note Payable [Member]
Promissory note payable, net				3,500,000			3,500,000
Promissory Note Payable [Member] | Notes Payable to Banks [Member]
Interest expense				105,000		$ 105,000
March 2023 Notes [Member]
Amortized debt discount				173,074			346,148
Promissory note payable, net		$ 2,458,750		1,730,740	$ 2,458,750	2,458,750	$ 1,730,740
Original issue discount		608,750			$ 608,750	608,750
Net proceeds		1,850,000
Debt Instrument, Maturity Date, Description					September 30, 2023
Percentage of notes to be repaid, if the Company completes a debt or equity financing of less than the threshold amount		$ 7,500,000			$ 7,500,000	$ 7,500,000
Percentage of notes to be repaid, if the Company completes a debt or equity financing of less than the threshold amount		50%			50%	50%	100%
Percentage of notes to be repaid, if the Company completes a debt or equity financing of less than the threshold amount							20%
Repayments of principal	$ 1,247,232
Amortization of debt discount							$ 608,750
March 2023 Notes [Member] | Maximum [Member]
Percentage of notes to be repaid, if the Company completes a debt or equity financing of less than the threshold amount		$ 7,500,000			$ 7,500,000	$ 7,500,000
Amendment To March 2023 Notes [Member]
Amortized debt discount				$ 173,074
Promissory note payable, net							$ 519,222

STOCKHOLDERS_ DEFICIT (Details

STOCKHOLDERS’ DEFICIT (Details Narrative)						3 Months Ended		12 Months Ended
	Feb. 29, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Oct. 23, 2023 shares	Aug. 21, 2023	Jun. 21, 2023 USD ($) Integer $ / shares shares	Mar. 31, 2024 USD ($) $ / shares shares	Mar. 31, 2023 USD ($) shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 29, 2022 USD ($) $ / shares shares
Accumulated Other Comprehensive Income (Loss) [Line Items]
Reverse stock split conversion ratio				0.04
Common Stock, Shares Authorized		1,000,000,000				1,000,000,000		1,000,000,000
Common stock par value | $ / shares		$ 0.0001				$ 0.0001		$ 0.0001
Voting rights						one vote per share
Common stock, shares issued | $						$ 1,736,206
Net proceeds from issuance of common stock | $						$ 1,736,206	$ 5,000,003
Common stock issued for services (in shares)						68,583
Common stock issued for services | $							5,000,003
Common stock issued for services (in shares)	52,994
Common stock issued for services | $	$ 173,290					$ 224,267	$ 499,338	$ 50,975
Issue price (in dollars per share) | $ / shares	$ 3.27
Series C Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Conversion of stock, shares converted			975			1,547
Stated Value | $		$ 1				$ 1		$ 1
Preferred stock, shares issued		4,786				3,239		4,786
Preferred stock, shares outstanding		4,786				3,239		4,786
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001				$ 0.0001		$ 0.0001
Redemption percentage					112%
Series A Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized (in shares)									6,800
Stated Value | $									$ 1,000
Conversion price (in dollars per share) | $ / shares									$ 9.30
Series A Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock, shares authorized (in shares)		6,300				6,300		6,300
Stated Value | $		$ 1				$ 1		$ 1
Preferred stock, shares issued		6,300				6,300		6,300
Preferred stock, shares outstanding		6,300				6,300		6,300
Preferred stock, par value (in dollars per share) | $ / shares		$ 0.0001				$ 0.0001		$ 0.0001
Donohoe Advisory Associates [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock issued for services (in shares)		15,589
ATM Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares issued | $						$ 444,909
Net proceeds from issuance of common stock | $						$ 1,736,206
Securities Purchase Agreement [Member] | Series C Convertible Preferred Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issue price (in dollars per share) | $ / shares					$ 1,000
Conversion price (in dollars per share) | $ / shares					$ 0.717
Number of shares resulting from conversion					5,761
Preferred stock, par value (in dollars per share) | $ / shares					$ 0.0001
Convertible preferred stock value | $					$ 1,000
Number of trading days | Integer					5
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common Stock, Shares Authorized						1,000,000,000
Common stock par value | $ / shares						$ 0.0001
Common stock, shares issued | $						$ 44
Common stock issued for services (in shares)							51,086
Common stock issued for services | $						$ 224,265	$ 5
Common stock issued for services (in shares)						68,583	4,756
Common stock issued for services | $						$ 7
Conversion of stock, shares converted			54,394
Convertible preferred stock						86,306

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Related Party Transactions [Abstract]
Other current liabilities	$ 398,779	$ 400,012

SUMMARY OF INFORMATION RELATED

SUMMARY OF INFORMATION RELATED TO COMMON STOCK WARRANTS (Details) - Common Stock Warrant [Member]	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Class of Warrant or Right [Line Items]
Warrant Outstanding Beginning Balance | shares	1,180,220
Weighted Average Exercise Price Outstanding Beginning Balance | $ / shares	$ 25.40
Warrant Outstanding, Granted | shares
Weighted Average Exercise Price Outstanding, Granted | $ / shares
Warrant Outstanding, Exercised | shares
Weighted Average Exercise Price Outstanding, Exercised | $ / shares
Warrant Outstanding, Forfeited | shares
Weighted Average Exercise Price Outstanding, Forfeited | $ / shares
Warrant Outstanding Ending Balance | shares	1,180,220
Weighted Average Exercise Price Outstanding Ending Balance | $ / shares	$ 25.40
Common Stock Warrants Exercisable | shares	1,180,220
Weighted Average Exercise Price Exercisable | $ / shares	$ 25.40

SHARE-BASED PAYMENTS (Details N

SHARE-BASED PAYMENTS (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Option outstanding	1,558		1,558
Option outstanding exercise price	$ 9,050		$ 9,050
Stock-based compensation expense	$ 100,299	$ 105,594
Unrecognized compensation cost related to non-vested stock option	$ 69,103
Share-based arrangement, non-vested weighted average period	3 months 21 days
Selling and Marketing Expense [Member]
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Stock-based compensation expense	$ 14,399	$ 14,399

SUMMARY OF OPERATING LEASE ASSE

SUMMARY OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Assets
ROU operating lease assets	$ 465,069	$ 689,688
Liabilities
Current portion of operating lease	1,073,389	1,210,814
Total operating lease liabilities	$ 1,073,389	$ 1,210,814
Weighted average remaining lease term (years)	9 months	1 year
Weighted average discount rate	10%	10%

SUMMARY OF OPERATING LEASE OBLI

SUMMARY OF OPERATING LEASE OBLIGATIONS (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Lease Obligations
Future minimum payments - 2024	$ 1,110,730
Less imputed interest	(37,341)
Total lease obligations	$ 1,073,389	$ 1,210,814

LEASE OBLIGATIONS (Details Narr

LEASE OBLIGATIONS (Details Narrative) - USD ($)	1 Months Ended
	Sep. 30, 2023	Jan. 31, 2023	Mar. 31, 2024	Dec. 31, 2023
Right of use asset			$ 465,069	$ 689,688
Operating lease liability			$ 1,073,389	$ 1,210,814
Discount rate			10%	10%
Corporate Office and Distribution Center [Member]
Rent expense		$ 12,000
Right of use asset		31,597
Operating lease liability		$ 170,002
Discount rate		10%
Showroom Space [Member]
Rent expense	$ 25,000
Right of use asset	658,091
Operating lease liability	$ 1,040,812
Discount rate	10%

CONTINGENCIES (Details Narrativ

CONTINGENCIES (Details Narrative)						1 Months Ended		3 Months Ended
	Nov. 16, 2023 USD ($)	Nov. 15, 2023 USD ($)	Mar. 21, 2023 USD ($)	Feb. 07, 2023 USD ($)	Dec. 21, 2020 USD ($)	Mar. 31, 2021 USD ($) Integer	Aug. 31, 2020 USD ($) Integer	Mar. 31, 2024 USD ($)	Nov. 09, 2022 USD ($)
Loss Contingencies [Line Items]
Expenses									$ 50,190
Loss Contingency amount								$ 450,968
Bailey LLC [Member]
Loss Contingencies [Line Items]
Loss Contingency amount						$ 96,900	$ 96,900	$ 1,500,000
Related to prior services | Integer						2	2
Short Term Notes Payable [Member]
Loss Contingencies [Line Items]
Loss Contingency amount					$ 100,000
Trade Payables [Member]
Loss Contingencies [Line Items]
Loss Contingency amount	$ 345,384	$ 582,208	$ 43,501	$ 182,400
Trade Payables [Member] | Vendor [Member]
Loss Contingencies [Line Items]
Loss Contingency amount		$ 292,604

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended
	May 03, 2024	Apr. 30, 2024	Mar. 31, 2024	Feb. 29, 2024	Dec. 31, 2023	Sep. 05, 2023
Subsequent Event [Line Items]
Common stock, par value			$ 0.0001		$ 0.0001
Price per share				$ 3.27
Securities Purchasement [Member] | Series A Warrants [Member]
Subsequent Event [Line Items]
Warrants to purchase						513,875
Securities Purchasement [Member] | Series B Warrants [Member]
Subsequent Event [Line Items]
Warrants to purchase						513,875
Common Stock [Member]
Subsequent Event [Line Items]
Common stock, par value			$ 0.0001
Number of additional restricted common shares issued			444,909
Subsequent Event [Member] | Securities Purchasement [Member]
Subsequent Event [Line Items]
Warrants to purchase	1,027,750
Exercise price	$ 3.13
Aggregate exercise price	$ 3,216,857.50
Cash fee	7.50%
Management fee	1%
Non-accountable expenses	$ 50,000
Clearing fee	$ 15,950
Shares of common Stock underlying of warrant	7.50%
Subsequent Event [Member] | Securities Purchasement [Member] | Series A-1 Warrants [Member]
Subsequent Event [Line Items]
Warrants to purchase	1,027,750
Exercise price	$ 2.88
Subsequent Event [Member] | Securities Purchasement [Member] | Series B-1 Warrants [Member]
Subsequent Event [Line Items]
Warrants to purchase	1,027,750
Subsequent Event [Member] | Securities Purchasement [Member] | PA Warrants [Member]
Subsequent Event [Line Items]
Warrants to purchase	77,081
Exercise price	$ 3.9125
Target Capital Convertible Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Principal amount		$ 250,000
Maturity date		Apr. 30, 2025
Interest amount		$ 50,000
Common stock, par value		$ 0.0001
Price per share		$ 3.50
Target Capital Convertible Promissory Note [Member] | Subsequent Event [Member] | Common Stock [Member]
Subsequent Event [Line Items]
Number of restricted common shares issued		50,000
Number of additional restricted common shares issued		50,000