Sadot (SDOT) 10-K 21 Mar 23 2022 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2022	Mar. 21, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2022
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2022
Current Fiscal Year End Date	--12-31
Entity File Number	001-39223
Entity Registrant Name	Muscle Maker, Inc.
Entity Central Index Key	0001701756
Entity Tax Identification Number	47-2555533
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1751 River Run
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Fort Worth
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	76107
City Area Code	(832)
Local Phone Number	604-9568
Title of 12(b) Security	Common Stock, $0,0001 par value
Trading Symbol	GRIL
Security Exchange Name	NASDAQ
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
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 Public Float			$ 28,773,335
Entity Common Stock, Shares Outstanding		29,318,520
Documents Incorporated by Reference [Text Block]	None
ICFR Auditor Attestation Flag	false
Auditor Firm ID	6651
Auditor Name	Kreit & Chiu CPA LLP
Auditor Location	New York, NY

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Current Assets:
Cash	$ 9,898,420	$ 15,766,703
Accounts receivable, net of allowance for doubtful accounts of $23,400 and $23,693 as of December 31, 2022 and December 31, 2021, respectively	134,914	155,167
Inventory	297,178	258,785
Current portion of loans receivable, net of allowance of $— and $71,184 at December 31, 2022 and 2021, respectively
Prepaid expenses and other current assets	317,439	1,789,328
Total Current Assets	10,647,951	17,969,983
Right to use assets	2,432,894
Property and equipment, net	1,894,962	2,280,267
Goodwill	2,626,399	2,626,399
Intangible assets, net	4,610,856	6,387,464
Deposit on farmland	4,914,191
Security deposits and other assets	102,273	167,770
Total Assets	27,229,526	29,431,883
Current Liabilities:
Accounts payable and accrued expenses	1,953,269	2,208,523
Accrued stock-based consulting expenses	3,601,987
Notes payable, current	222,356	347,510
Operating lease liability, current	560,444
Deferred revenue, current	95,392	49,728
Deferred rent, current		36,800
Other current liabilities	181,615	286,088
Total Current Liabilities	6,615,063	2,928,649
Notes payable, non-current	758,822	1,005,027
Operating lease liability, non-current	2,018,851
Deferred revenue, non-current	1,275,778	1,013,645
Deferred rent, non-current		91,295
Total Liabilities	10,668,514	5,038,616
Commitments and Contingencies
Stockholders’ Equity:
Common stock, $0.0001 par value, 50,000,000 shares authorized, 29,287,212 and 26,110,268 shares issued and outstanding as of December 31, 2022, and December 31, 2021, respectively	2,929	2,611
Additional paid-in capital	95,913,147	95,760,493
Accumulated deficit	(79,355,064)	(71,369,837)
Total Stockholders’ Equity	16,561,012	24,393,267
Total Liabilities and Stockholders’ Equity	$ 27,229,526	$ 29,431,883

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable	$ 23,400	$ 23,693
Financing Receivable, Allowance for Credit Loss, Current	$ 0	$ 71,184
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	29,287,212	26,110,268
Common stock, shares outstanding	29,287,212	26,110,268

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Revenues:
Total revenues	$ 161,698,417	$ 10,349,636
Restaurant operating expenses:
Total commodity operating expenses	146,037,204
Total restaurant operating expenses	11,270,052	9,055,119
Impairment of intangible asset	347,110	1,139,908
Impairment of goodwill		86,348
Depreciation and amortization expenses	2,015,048	1,206,505
Franchise advertising fund expenses	80,536	188,539
Preopening expenses	116,728	31,829
Post-closing expenses	197,101
Stock-based consulting expenses	3,601,987
Sales, general and administrative expenses	6,149,801	8,088,682
Total costs and expenses	169,815,567	19,796,930
Loss from operations	(8,117,150)	(9,447,294)
Other Income:
Other income / (expense)	44,944	(9,097)
Interest expense, net	(6,730)	(69,514)
Change in fair value of accrued compensation		127,500
Gain on debt extinguishment	141,279	1,228,308
Total other income, net	179,493	1,277,197
Loss Before Income Tax	(7,937,657)	(8,170,097)
Income tax	24,771	6,033
Net loss	$ (7,962,428)	$ (8,176,130)
Net Loss Per Share:
Basic and Diluted	$ (0.28)	$ (0.50)
Weighted average Number of Common Shares Outstanding:
Basic and Diluted	28,558,586	16,467,393
Commodity Sales [Member]
Revenues:
Total revenues	$ 150,585,644
Company Restaurant Net Sales [Member]
Revenues:
Total revenues	10,300,394	9,320,920
Franchise Royalties and Fees [Member]
Revenues:
Total revenues	726,854	778,181
Franchise Advertising Fund Contributions [Member]
Revenues:
Total revenues	80,536	188,539
Other Revenue [Member]
Revenues:
Total revenues	4,989	61,996
Commodity Cost [Member]
Restaurant operating expenses:
Total commodity operating expenses	145,671,454
Labor One [Member]
Restaurant operating expenses:
Total commodity operating expenses	346,750
Other Commodity Operating Expenses [Member]
Restaurant operating expenses:
Total commodity operating expenses	19,000
Food and Beverage Costs [Member]
Restaurant operating expenses:
Total restaurant operating expenses	3,940,321	3,532,907
Labor Two [Member]
Restaurant operating expenses:
Total restaurant operating expenses	3,844,140	1,917,979
Rent [Member]
Restaurant operating expenses:
Total restaurant operating expenses	1,190,903	1,261,096
Other Restaurant Operating Expenses [Member]
Restaurant operating expenses:
Total restaurant operating expenses	$ 2,294,688	$ 2,343,137

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders' Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Beginning balance at Dec. 31, 2020	$ 1,172	$ 68,987,663	$ (63,193,707)	$ 5,795,128
Beginning balance, shares at Dec. 31, 2020	11,725,764
Issuance of restricted stock
Issuance of restricted stock, shares	1,200
Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021	$ 27	624,973		625,000
Common stock issued in connection of the acquisition of SuperFit Foods on March 25, 2021, shares	268,240
Common stock, pre-funded warrants and warrants issued in private placement on April 7, 2021, net of fees $790,000	$ 125	9,181,224		9,181,349
Common stock, pre-funded warrants and warrant issued in private placement on April 7, 2021, shares	1,250,000
Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021	$ 88	1,249,912		1,250,000
Common stock issued in connection of the acquisition of Pokemoto on May 14, 2021, shares	880,282
Common stock, pre-funded warrants and warrants issued in private placement on November 22, 2021, net of fees $1,289,965	$ 677	13,708,924		13,709,601
Common stock, pre-funded warrants and warrant issued in private placement on November 22, 2021, shares	6,772,000
Reconciliation for shares outstanding per transfer agent	$ 22	636,495		636,517
Reconciliation for shares outstanding per transfer agent,shares	221,783
Common stock issued as compensation to board of directors	$ 7	114,029		114,036
Common stock issued as compensation to board of directors, shares	73,941
Common stock issued as compensation for services	$ 86	1,326,941		1,327,027
Common stock issued as compensation for services, shares	852,500
Exercise of pre-funded warrants	$ 408	28,365		28,773
Exercise of pre-funded warrants, shares	4,075,337
Cancellation of share per agreement with shareholder	$ (1)	(99,999)		(100,000)
Cancellation of share per agreement with shareholder,Shares	(11,879)
Common stock issued to investor		1,540		1,540
Common stock issued to investor, shares	1,100
Amortization of restricted common stock		426		426
Net loss			(8,176,130)	(8,176,130)
Ending balance at Dec. 31, 2021	$ 2,611	95,760,493	(71,369,837)	24,393,267
Ending balance, shares at Dec. 31, 2021	26,110,268
Reconciliation for shares outstanding per transfer agent
Reconciliation for shares outstanding per transfer agent,shares	30,910
Common stock issued as compensation to board of directors	$ 24	113,952		113,976
Common stock issued as compensation to board of directors, shares	243,345
Common stock issued as compensation for services	$ 7	17,545		17,552
Common stock issued as compensation for services, shares	35,000
Exercise of pre-funded warrants	$ 44			44
Exercise of pre-funded warrants, shares	438,085
Net loss			(7,962,428)	(7,962,428)
Cumulative effect of change in accounting principal			(22,799)	(22,799)
Cash less exercise of pre-funded warrants	$ 241	(241)
Cashless exercise of pre-funded warrants shares	2,409,604
Common stock issued as compensation for employment	$ 2	10,798		10,800
Common stock issued as compensation to employment, shares	20,000
Stock-based compensation – options		10,600		10,600
Ending balance at Dec. 31, 2022	$ 2,929	$ 95,913,147	$ (79,355,064)	$ 16,561,012
Ending balance, shares at Dec. 31, 2022	29,287,212

Consolidated Statements of Ch_2

Consolidated Statements of Changes in Stockholders' Equity (Parenthetical) - USD ($)	Nov. 22, 2021	Apr. 07, 2021
Statement of Stockholders' Equity [Abstract]
Offering costs	$ 1,289,965	$ 790,000

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Cash Flows from Operating Activities
Net loss	$ (7,962,428)	$ (8,176,130)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	2,015,048	1,206,505
Stock-based compensation	152,928	2,207,046
Gain on extinguishments of debt	(141,279)	(1,228,308)
Impairment of intangible asset	347,110	1,139,908
Impairment of goodwill		86,348
Stock-based consulting expenses	3,601,987
Change in fair value of compensation		(127,500)
Loss on disposal of assets	274,097	193,405
Bad debt expense	(47,555)	6,663
Changes in operating assets and liabilities:
Accounts receivable, net	(3,376)	(21,525)
Inventory	(38,393)	(125,461)
Prepaid expenses and other current assets	1,471,889	(1,748,425)
Security deposits and other assets	65,497	(274)
Accounts payable and accrued expenses	(132,985)	622,828
Deferred rent	(128,095)	(3,081)
Operating right of use asset and liability, net	123,602
Deferred revenue	307,797	(69,380)
Other current liabilities	(104,473)	(355,330)
Total adjustments	7,763,799	1,783,419
Net cash used in operating activities	(198,629)	(6,392,711)
Cash Flows from Investing Activities
Deposit on farmland	(4,914,191)
Purchases of property and equipment	(596,611)	(262,019)
Collections from loans receivable	71,184	1,600
Net cash used in investing activities	(5,439,618)	(3,575,809)
Cash Flows from Financing Activities
Proceeds from Private Placement Offering, net of underwriter’s discount and offering costs of $2,079,965		22,890,950
Proceeds from exercise of pre-funded warrants	44	28,773
Cash paid-in connection with cancellation of shares		(100,000)
Repayments of notes payables	(230,080)	(1,280,432)
Net cash (used in) / provided by financing activities	(230,036)	21,539,291
Net (Decrease) / Increase in Cash	(5,868,283)	11,570,771
Cash – beginning of period	15,766,703	4,195,932
Cash – end of period	9,898,420	15,766,703
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	95,926	80,697
Cash paid for taxes	26,567
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Cash less exercise of pre-funded warrants	241
SuperFit Foods LLC [Member]
Cash Flows from Investing Activities
Cash paid-in connection with the acquisition of Pokemoto, net of cash acquired		(500,000)
Pokemoto LLC [Member]
Cash Flows from Investing Activities
Cash paid-in connection with the acquisition of Pokemoto, net of cash acquired		$ (2,815,390)

Consolidated Statements of Ca_2

Consolidated Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2022 USD ($)
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Offering cost	$ 2,079,965

BUSINESS ORGANIZATION AND NATUR

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS	12 Months Ended
	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
BUSINESS ORGANIZATION AND NATURE OF OPERATIONS	NOTE 1 – BUSINESS ORGANIZATION AND NATURE OF OPERATIONS Muscle Maker, Inc. (“MMI”), a Nevada corporation was incorporated in Nevada on October 25, 2019. MMI was a wholly owned subsidiary of Muscle Maker, Inc (“MMI-Cal”), a California corporation incorporated on December 8, 2014, but the two merged on November 13, 2019, with MMI as the surviving entity. MMI wholly owns Muscle Maker Development, LLC (“MMD”), Muscle Maker Corp, LLC (“MMC”) and Muscle Maker USA, Inc (“Muscle USA”). MMD was formed on July 18, 2017, in the State of Nevada for the purpose of running our existing franchise operations and continuing to franchise the Muscle Maker Grill name and business system to qualified franchisees. MMC was formed on July 18, 2017, in the State of Nevada for the purpose of developing new corporate stores and operating new and existing corporate stores of MMI. Muscle USA was formed on March 14, 2019, in the State of Texas for the purpose of opening additional new corporate stores. Muscle Maker Development International LLC, a directly wholly owned subsidiary of MMI, which was formed in Nevada on November 13, 2020, to franchise the Muscle Maker Grill name and business system to qualified franchisees internationally. MMI is the owner of the trade name and service mark Muscle Maker Grill ® ® ® ® Muscle Maker Grill is a fast-casual restaurant concept that specializes in preparing healthy-inspired, high-quality, fresh, made-to-order lean, protein-based meals featuring chicken, seafood, pasta, hamburgers, wraps and flat breads. In addition, our restaurants feature freshly prepared entrée salads and an appealing selection of sides, protein shakes and fruit smoothies. Muscle Maker Grill operates in the fast-casual restaurant segment. On March 25, 2021, MMI acquired the assets of SuperFit Foods, a subscription based fresh-prepared meal prep business located in Jacksonville, Florida. With this acquisition, we are also the owner of the trade name SuperFit Foods that we use in connection with the operations of SuperFit Foods. SuperFit Foods is differentiated from other meal prep services by allowing customers in the Jacksonville Florida market to order online via the Company’s website or mobile app and pick up their fully prepared meals from 34 Company-owned coolers located in gyms and wellness centers. On May 14, 2021, MMI acquired PKM Stamford, LLC, Poke Co., LLC, LB Holdings LLC, TNB Holdings, LLC, Poke Co Holdings LLC, GLL Enterprises, LLC, and TNB Holdings II, LLC, each a Connecticut limited liability company (collectively, Pokemoto”), a healthier modern culinary twist on the traditional Hawaiian poke classic. Pokemoto had, at acquisition, 14 locations in four states – Connecticut, Rhode Island, Massachusetts, and Georgia and offers up chef-driven contemporary flavors with fresh delectable and healthy ingredients such as Atlantic salmon, sushi-grade tuna, fresh mango, roasted cashews and black caviar tobiko that appeals to foodies, health enthusiasts, and sushi-lovers everywhere. The colorful dishes and modern chic dining rooms provide an uplifting dining experience for guests of all ages. Customers can dine in-store or order online via third party delivery apps for contactless delivery. Pokemoto Orange Park FL LLC and Pokemoto Kansas LLC (included in “Pokemoto”) were formed in 2022 for the purposes of developing new corporate Pokemoto stores. On October 19, 2022, MMI formed Sadot LLC, a Delaware limited liability company and a wholly owned subsidiary of MMI. Sadot is focused on international food commodity shipping, farming, sourcing and production of key ingredients such as soy meal, corn, wheat, food oils, etc. A typical shipment contains 25,000 to 75,000 metric tons of product, although some transactions can be smaller. Sadot was formed as part of the Company’s diversification strategy to own and operate, through its subsidiaries, the business lines throughout the whole spectrum of the food chain. MMI and its subsidiaries are hereinafter referred to as the “Company”. As of December 31, 2022, MMI consisted of five operating segments: ● Muscle Maker Grill Restaurant Division ● Pokemoto Hawaiian Poke Restaurant Division ● Non-Traditional (Hybrid) Division ● SuperFit Foods Meal Prep Division ● Sadot Division MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Non-Traditional (Hybrid) Division is a combination of the aforementioned brands and provides its own unique experience for the consumer. Non-Traditional (Hybrid) locations are designed for unique locations such as universities and military bases. The Company operates under the name Muscle Maker Grill, Pokemoto, SuperFit Foods and Sadot and is a franchisor and owner operator of Muscle Maker Grill restaurants, Pokemoto restaurants, SuperFit Foods Meal Prep and Sadot. As of December 31, 2022, the Company’s restaurant and meal prep system included 19 Company-owned restaurants, 25 franchise restaurants and 34 SuperFit Foods pick up locations. As of December 31, 2022, the Company has franchise agreements for 46 Pokemoto franchises that have sold but have not opened. Liquidity Our primary source of liquidity is cash on hand. As of December 31, 2022, the Company had a cash balance, a working capital surplus and an accumulated deficit of $ 9,898,420 4,032,888 79,355,064 7,937,657 198,629

SIGNIFICANT ACCOUNTING POLICIES

SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation. Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● estimates and assumptions used to value warrants and options; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions. Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first-out method. Deposit on Farmland Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Africa by our Sadot subsidiary. As of December 31, 2022, the Company recorded a deposit of $ 4,914,191 Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11 Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income. Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of December 31, 2022 and 2021, the Company deemed the conversion feature was not required to be bifurcated and recorded as a derivative liability. Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognized revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot subsidiary and is recognized when the commodity is delivered as evidenced by the bill of lading and the invoice is prepared and submitted to the customer. During the year ended December 31, 2022, the Company recorded Commodity sales revenues of $ 150,585,644 Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes. The Company recorded retail store revenues of $ 10,300,394 9,320,920 The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $ 485,316 434,849 The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $ 117,205 263,215 The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $ 124,333 80,117 Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $ 80,536 188,539 Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Consolidated Balance Sheets. The Company recorded $ 4,989 61,996 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time. Stock-Based Consulting Expense Stock-based consulting expense are related to consulting fees due to Aggia for Sadot operations. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 80 3,601,987 Advertising Advertising costs are charged to expense as incurred. Advertising costs were $ 346,932 244,186 168,574 137,054 178,358 107,122 Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366 Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 33 54 Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 17 – Equity – Warrant and Options Valuation for details related to accrued compensation liability being fair valued using Level 1 inputs. Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Consolidated Statements of Operations. Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: ● ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; ● ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842; ● ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a contract if certain criteria are met; and ● ASU 2019-01, Leases (Topic 842): Codification Improvements, which provides guidance for certain lessors on determining the fair value of an underlying asset in a lease and on the cash flow statement presentation of lease payments received; ASU No. 2019-01 also clarifies disclosures required in interim periods after adoption of ASU No. 2016-02 in the year of adoption. The Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit of $ 15,010 7,789 22,799 In October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures. Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 18 – Subsequent Events.

LOANS RECEIVABLE

LOANS RECEIVABLE	12 Months Ended
	Dec. 31, 2022
Receivables [Abstract]
LOANS RECEIVABLE	NOTE 3 – LOANS RECEIVABLE The Company had no loan receivable balance at December 31, 2022 and 2021. Loans receivable includes loans to franchisees totaling, in the aggregate, net of reserves for uncollectible loans. There were no 71,184

PREPAID EXENSES AND OTHER CURRE

PREPAID EXENSES AND OTHER CURRENT ASSETS	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
PREPAID EXENSES AND OTHER CURRENT ASSETS	NOTE 4 – PREPAID EXENSES AND OTHER CURRENT ASSETS At December 31, 2022 and 2021, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Prepaid expenses $ 89,197 $ 83,975 Preopening expenses — 602 Other receivables 228,242 1,704,751 Prepaid and Other Current Assets $ 317,439 $ 1,789,328 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Included in prepaid and other current assets is a receivable of $ 228,242 1,704,751

DEPOSIT ON FARMLAND

DEPOSIT ON FARMLAND	12 Months Ended
	Dec. 31, 2022
DEPOSIT ON FARMLAND	NOTE 5 – DEPOSIT ON FARMLAND At December 31, 2022, the Company’s deposit on farmland balance was $ 4,914,191

PROPERTY AND EQUIPMENT, NET

PROPERTY AND EQUIPMENT, NET	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT, NET	NOTE 6 – PROPERTY AND EQUIPMENT, NET As of December 31, 2022, and 2021, Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2022 2021 Furniture and equipment $ 1,266,008 $ 1,397,098 Vehicles 55,000 55,000 Leasehold improvements 2,061,888 1,981,019 Construction in process 5,000 — Property and equipment, gross 3,387,896 3,433,117 Less: accumulated depreciation (1,492,934 ) (1,152,850 ) Property and equipment, net $ 1,894,962 $ 2,280,267 Depreciation expense amounted to $ 585,550 565,599 519,563 347,658 274,098 193,405 245,465 154,253

GOODWILL AND OTHER INTANGIBLE A

GOODWILL AND OTHER INTANGIBLE ASSETS, NET	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS, NET	NOTE 7 – GOODWILL AND OTHER INTANGIBLE ASSETS, NET The Company’s intangible assets include trademarks, franchisee agreements, franchise license, domain names, customer list, proprietary recipes and non-compete agreements. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimate life. The other intangible assets are amortized over useful lives ranging from 2 13 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Trademark Muscle Maker Grill $ 669,992 $ — $ (347,110 ) $ (508,551 ) $ 1,525,653 $ — $ (998,347 ) $ — $ 2,524,000 Franchise Agreements 135,659 — — (26,780 ) 162,439 — (141,561 ) (50,278 ) 354,278 Trademark SuperFit 29,080 — — (8,995 ) 38,075 45,000 — (6,925 ) — Domain Name SuperFit 80,778 — — (24,986 ) 105,764 125,000 — (19,236 ) — Customer List SuperFit 90,470 — — (27,985 ) 118,455 140,000 — (21,545 ) — Proprietary Recipes SuperFit 103,396 — — (31,982 ) 135,378 160,000 — (24,622 ) — Non-Compete Agreement SuperFit 106,751 — — (86,588 ) 193,339 260,000 — (66,661 ) — Trademark Pokemoto 117,881 — — (34,981 ) 152,862 175,000 — (22,138 ) — Franchisee License Pokemoto 2,322,125 — — (277,348 ) 2,599,473 2,775,000 — (175,527 ) — Proprietary Recipes Pokemoto 866,614 — — (161,302 ) 1,027,916 1,130,000 — (102,084 ) — Non-Compete Agreement Pokemoto 88,110 — — (240,000 ) 328,110 480,000 — (151,890 ) — $ 4,610,856 $ — $ (347,110 ) $ (1,429,498 ) $ 6,387,464 $ 5,290,000 $ (1,139,908 ) $ (640,906 ) $ 2,878,278 Amortization expense related to intangible assets was $ 1,429,498 640,906 The estimated future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the year ended December 31, 2023 2024 2025 2026 2027 Thereafter Total Trademark Muscle Maker Grill $ 334,997 $ 334,996 $ — $ — $ — $ — $ 669,992 Franchise Agreements 26,780 26,853 26,780 26,780 26,780 1,686 135,659 Trademark SuperFit 8,995 9,020 8,995 2,070 — — 29,080 Domain Name SuperFit 24,986 25,055 24,986 5,751 — — 80,778 Customer List SuperFit 27,985 28,061 27,985 6,439 — — 90,470 Proprietary Recipes SuperFit 31,982 32,071 31,982 7,361 — — 103,396 Non-Compete Agreement SuperFit 86,588 20,163 — — — — 106,751 Trademark Pokemoto 34,981 35,077 34,981 12,842 — — 117,881 Franchisee License Pokemoto 277,348 278,108 277,348 277,348 277,348 934,625 2,322,125 Proprietary Recipes Pokemoto 161,303 161,744 161,303 161,303 161,303 59,658 866,614 Non-Compete Agreement Pokemoto 88,110 — — — — — 88,110 Total $ 1,104,055 $ 1,124,702 $ 594,359 $ 499,893 $ 465,430 $ 995,972 $ 4,610,856 The Company sustained operating and cash flow losses from inception which formed a basis for performing an impairment test of its Intangible Assets. The Company performed a recoverability test on the Company’s intangible assets based on its projected future undiscounted cash flows. As a result of a failed recoverability test the Company proceeded to measure the fair value of those assets based on the future discounted cash flows and recorded an impairment charge in the aggregate amount of $ 347,110 1,139,908 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A summary of the goodwill assets is presented below: SCHEDULE OF GOODWILL ASSETS Goodwill Muscle Maker Grill Pokemoto SuperFit Food Total Goodwill, net at January 1, 2021 $ 656,348 $ — $ — $ 656,348 Acquisitions — 1,798,399 258,000 2,056,399 Impairment of goodwill (86,348 ) — — (86,348 ) Goodwill, net at December 31, 2021 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Acquisitions — — — — Impairment of goodwill — — — — Goodwill, net at December 31, 2022 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill, net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 During the years ended December 31, 2022 and 2021, the Company performed a quantitative goodwill assessment and determined the fair value of Muscle Maker Grill restaurant using a discounted cash flow model. The discounted cash flow model relied on making assumptions, such as the extent of the economic downturn related to the COVID-19 pandemic, the expected timing of recovery, and the expected growth in profitability and discount rate, which we believed were appropriate. The results of our 2021 goodwill impairment test indicated that the estimated carrying value of Muscle Maker Grill exceeded its fair value amount. As a result, we recorded a goodwill impairment charge of $ 86,348

ACCOUNTS PAYABLES AND ACCRUED E

ACCOUNTS PAYABLES AND ACCRUED EXPENSES	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
ACCOUNTS PAYABLES AND ACCRUED EXPENSES	NOTE 8 – ACCOUNTS PAYABLES AND ACCRUED EXPENSES Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES December 31, December 31, 2022 2021 Accounts payable $ 1,085,143 $ 911,415 Accrued payroll and bonuses 551,129 758,732 Accrued expenses 87,382 226,954 Accrued professional fees 185,000 185,872 Sales taxes payable (1) 44,615 125,550 Total Accounts Payable and Accrued Expenses $ 1,953,269 $ 2,208,523 (1) See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021.

ACCRUED STOCK-BASED CONSULTING

ACCRUED STOCK-BASED CONSULTING EXPENSES	12 Months Ended
	Dec. 31, 2022
Accrued Stock-based Consulting Expenses
ACCRUED STOCK-BASED CONSULTING EXPENSES	NOTE 9 – ACCRUED STOCK-BASED CONSULTING EXPENSES At December 31, 2022, Accrued stock-based consulting expenses was $ 3,601,987 80 3,601,987 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES PAYABLE

NOTES PAYABLE	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
NOTES PAYABLE	NOTE 10 – NOTES PAYABLE Convertible Notes Payable On April 6, 2018, the Company issued a $ 475,000 3.50 On April 11, 2018, the Former Parent elected to partially convert the 2018 ARH Note for the principal of $ 392,542 112,154 The Company had an aggregate gross amount of $ 82,458 As of December 31, 2021, the Company had another convertible note payable in the amount of $ 100,000 Other Notes Payable On October 10, 2019, the Company issued a note payable in connection with the acquisition of the franchisee location in the amount of $ 300,000 8 5 On May 9, 2020, the Company entered into a Paycheck Protection Program Promissory Note and Agreement with Greater Nevada Credit Union, pursuant to which the Company received loan proceeds of $ 866,300 On June 21, 2021, the U.S. Small Business Administration (the “SBA”) forgave the Company’s first PPP loan entered into on May 9, 2020. The aggregate amount forgiven is $ 875,974 866,300 9,674 During the year ended December 31, 2021, as part of the Pokemoto acquisition, the Company acquired $ 1,171,400 During the year ended December 31, 2021, as part of the Pokemoto acquisition the Company acquired $ 291,053 151,176 1,589 139,877 1,402 During the years ended December 31, 2022 and 2021, the Company repaid a total amount of $ 130,080 1,280,432 As of December 31, 2022, the Company had an aggregate amount of $ 898,721 3.75 8 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The maturities of notes payable as of December 31, 2022, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 12/31/2023 $ 222,356 12/31/2024 137,159 12/31/2025 79,315 12/31/2026 542,348 Total debt $ 981,178

LEASES

LEASES	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
LEASES	NOTE 11 – LEASES The Company adopted Topic 842 as of January 1, 2022. The Company’s leases consist of restaurant locations. We determine if a contract contains a lease at inception. The lease generally has remaining terms of 1-10 years and most lease included the option to extend the lease for an additional 5-year period. The total lease cost associated with right of use assets and operating lease liabilities for the year ended December 31, 2022, was $ 945,133 As of December 31, 2022, assets and liabilities related to the Company’s leases were as follows: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Right to use asset $ 2,432,894 Liabilities Operating leases – current $ 560,444 Operating leases – non-current 2,018,851 Total lease liabilities $ 2,579,295 As of December 31, 2022, the Company’s lease liabilities mature as follows: SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Operating Leases Fiscal Year: 2023 $ 833,562 2024 769,663 2025 621,298 2026 413,364 2027 248,123 Thereafter 567,519 Total lease payments $ 3,453,529 Less imputed interest (874,234 ) Present value of lease liabilities $ 2,579,295 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company’s lease term and discount rates were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE December 31, 2022 Weighted-average remaining lease term (in years) Operating leases 4.92 Weighted-average discount rate Operating leases 12 %

DEFERRED REVENUE

DEFERRED REVENUE	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
DEFERRED REVENUE	NOTE 12 – DEFERRED REVENUE At December 31, 2022 and 2021, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE December 31, December 31, 2022 2021 Deferred revenues, net $ 1,371,170 $ 1,063,373 Less: deferred revenue, current (95,392 ) (49,728 ) Deferred revenues, non-current $ 1,275,778 $ 1,013,645 Deferred revenue of $ 91,881 95,392

OTHER CURRENT LIABILITIES

OTHER CURRENT LIABILITIES	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
OTHER CURRENT LIABILITIES	NOTE 13 – OTHER CURRENT LIABILITIES Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, 2022 2021 Gift card liability $ 25,432 $ 27,633 Co-op advertising fund liability 77,811 126,564 Marketing development brand liability 35,424 14,330 Advertising fund liability 42,948 117,561 Other current liabilities $ 181,615 $ 286,088 See Note 2 – Significant Accounting Policies – Revenue Recognition for details related to the gift card liability and advertising fund liability. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
INCOME TAXES	NOTE 14 – INCOME TAXES The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 10,614,916 $ 10,345,422 Receivable allowance 5,057 18,885 Stock-based compensation 14,825 — Intangible assets 313,546 662,357 Property and equipment — — Deferred rent — 12,935 Other carryforwards 279 — Deferred revenues 204,473 177,191 Leases 31,638 — Gross deferred tax asset 11,184,734 11,216,790 Deferred tax liabilities: Property and equipment (159,762 ) (447,944 ) Gross deferred tax liabilities (159,762 ) (447,944 ) Net deferred tax assets 11,024,972 10,768,846 Valuation allowance (11,024,972 ) (10,768,846 ) Net deferred tax asset, net of valuation allowance $ — $ — The income tax expense for the periods shown consist of the following: SCHEDULE OF INCOME TAX Expense 2022 2021 For the Years Ended December 31, 2022 2021 Federal: Current $ — $ — Deferred — — State and local: Current 24,771 6,033 Deferred — — Federal, State and local, tax expense 24,771 6,033 Change in valuation allowance — — Income tax expense $ 24,771 $ 6,033 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 For the Years Ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.5 )% 7.0 % Permanent differences (0.1 )% (0.0 )% PPP loan forgiveness 0.4 % — Return to provision adjustments 3.3 % — Deferred tax asset true up- State (14.5 )% — Deferred tax asset true up- Federal (6.8 )% — Other — (1.7 )% Change in valuation allowance (3.3 )% (26.3 )% Effective income tax rate (0.5 )% 0.0 % The Company has filing obligations in what it considers its U.S. major tax jurisdictions as follows: Nevada, California, Connecticut, Florida, New Jersey, Texas, Virginia, New York State and New York City. The earliest year that the Company is subject to examination is the year ended December 31, 2015. The Company has approximately $ 63.2 will expire from 2035 to 2037 for federal and state purposes. As of December 31, 2022 and 2021, the Company has determined that it is more likely than not that the Company will not recognize the future tax benefit of the loss carryforwards and has recognized a valuation allowance of $ 11,024,972 10,768,846 256,126 Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 and Section 383 of the Internal Revenue Code of 1986, as amended, and similar state provisions. Generally, in addition to certain entity reorganizations, the limitation applies when one or more “5 percent stockholders” increase their ownership, in the aggregate, by more than 50 percentage points over a 36-month time period testing period or beginning the day after the most recent ownership change, if shorter.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 15 – COMMITMENTS AND CONTINGENCIES Election of Directors On October 7, 2021, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s board of directors. The shareholders elected Kevin Mohan, Stephan Spanos, A.B. Southall III, Paul L. Menchik, Jeff Carl, Major General (ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors. On December 22, 2022, the Company held its annual shareholders meeting, and the shareholders voted on the directors to serve on the Company’s board of directors. The shareholders elected Kevin Mohan, Stephan Spanos, A.B. Southall III, Paul L. Menchik, Jeff Carl, Major General (ret) Malcolm Frost and Phillip Balatsos to serve on the Company’s board of directors. On December 27, 2022, the Board appointed Benjamin Petel to the Board of Directors. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Consulting Agreements On February 7, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with business and marketing advice as needed. The term of the agreement is for five months from the effective date on February 7, 2021. 100,000 60,000 40,000 40,000 42,400 On March 8, 2021, the Company entered into a Consulting Agreement with consultants as a strategy business consultant to provide the Company with financial and business advice. The term of the agreement was for five months from the effective date on March 8, 2021. 100,000 70,000 30,000 30,000 31,800 On March 22, 2021, the Company entered into a Consulting Agreement with consultants with experience in the area of investor relations and capital introductions. The term of the agreement is for six months from the effective date on March 22, 2021. Pursuant to the terms of the agreement the Company paid $ 250,000 150,000 On November 14, 2022 (the “Effective Date”), the Company, Sadot and Aggia LLC FC, a company formed under the laws of United Arab Emirates (“Aggia”) entered into a Services Agreement (the “Services Agreement”) whereby Sadot engaged Aggia to provide certain advisory services to Sadot for creating, acquiring and managing Sadot’s business of wholesaling food and engaging in the purchase and sale of physical food commodities. As consideration for Aggia providing the services to Sadot, the Company agreed to issue shares of common stock of the Company, par value $ 0.0001 1.5625 14,424,275 49.9 19.99 71,520,462 The Company will prepare the shares earned calculation after the annual audit or quarter review is completed by the auditors. The shares will be issued within Board Compensation For the year ended December 31, 2021, through the third quarter of 2022 the board members were eligible for cash compensation of $ 12,000 22,000 In addition, on an ongoing basis pursuant to the approved board compensation plan each director will receive $ 8,000 6,000 4,000 On February 3, 2021, the Company issued an aggregate of 16,126 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On March 31, 2021, the Company authorized the issuance of an aggregate of 12,711 On August 24, 2021, the Company authorized the issuance of an aggregate of 20,829 On October 21, 2021, the Company authorized the issuance of an aggregate of 24,275 On January 6, 2022, the Company authorized the issuance of an aggregate of 39,573 On March 31, 2022, the Company authorized the issuance of an aggregate of 53,961 On July 14, 2022, the Company authorized the issuance of an aggregate of 74,019 On October 12, 2022, the Company authorized the issuance of an aggregate of 75,792 As of December 31, 2022, the Company accrued a total of $ 28,487 33,000 Franchising During the years ended December 31, 2022 and 2021, the Company entered into various Pokemoto franchise agreements for a total of 30 and 17, respectively, potentially new Pokemoto locations with various franchisees. The Franchisees paid the Company an aggregate of $ 425,222 217,500 Master Franchise Agreement On October 25, 2021, Muscle Maker Development International LLC (“MMDI”), a wholly-owned subsidiary of Muscle Maker Inc., entered into a Master Franchise Agreement (the “Master Franchise Agreement”) with Almatrouk Catering Company – OPC (“ACC”) providing ACC with the right to grant franchises for the development of 40 “Muscle Maker Grill” restaurants through December 31, 2030 (the “Term”) in the Kingdom of Saudi Arabia (“KSA”). Under the Master Franchise Agreement, MMDI has granted to ACC an exclusive right to establish and operate Muscle Maker restaurants in the KSA. MMDI will not own or operate restaurants in KSA, grant franchises for the restaurants in KSA, or grant Master Franchise Rights for the restaurants to other persons within the KSA. ACC will be solely responsible for the development, sales, marketing, operations, distribution and training of all franchise locations sold in the KSA. ACC is required to pay MMDI $ 150,000 20,000 1,000 50,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Taxes The Company failed in certain instances in paying past state and local sales taxes collected from customers in specific states that impose a tax on sales of the Company’s products during 2017 and 2018. As of the second quarter 2022, all past due tax on sales from 2017 and 2018 has been paid in full. The Company had accrued a sales tax liability for approximately $ 44,615 125,550 Litigations, Claims and Assessments On April 24, 2022, the Company and a convertible note holder entered into an agreement in which the Company will repay a total of $ 110,000 100,000 171,035 40,000 10,000 On or about March 7, 2019, the Company was listed as a defendant to a lawsuit filed by a contractor in the State of Texas in El Paso County #2019DCV0824. The contractor is claiming a breach of contract and is seeking $ 32,809 30,000 On January 23, 2020, the Company was served a judgment issued by the Judicial Council of California in the amount of $ 130,185 In the normal course of business, the Company may be involved in legal proceedings, claims and assessments arising in the ordinary course of business. In the opinion of management after consulting legal counsel, such matters are currently not expected to have a material impact on the Company’s financial statements. The Company records legal costs associated with loss contingencies as incurred and accrues for all probable and estimable settlements after consulting legal counsel. Corporate Address Change During August 2022 the Company relocated its corporate office address from 2600 South Shore Blvd. Suite 300, League City, Texas, to 1751 River Run, Ste 200, Fort Worth, TX 76107. Employment Agreements On November 16, 2022, the Company entered into an Executive Employment Agreement with Michael Roper (the “Roper Agreement”), which replaced his prior employment agreement. Pursuant to the Roper Agreement, Mr. Roper will continue to be employed as Chief Executive Officer of the Company on an at will basis. During the term of the Roper Agreement, Mr. Roper is entitled to a base salary at the annualized rate of $ 350,000 50,000 25,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On November 16, 2022, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Black Agreement, Ms. Black will continue to be employed as Chief Financial Officer of the Company on an at will basis. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 190,000 50 50,000 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Kenn Miller (the “Miller Agreement”), which replaced his prior employment agreement. Pursuant to the Miller Agreement, Mr. Miller will continue to be employed as Chief Operating Officer of the Company on an at will basis. During the term of the Miller Agreement, Mr. Miller is entitled to a base salary at the annualized rate of $ 275,000 75 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Kevin Mohan (the “Mohan Agreement”), which replaced his prior employment agreement. Pursuant to the Mohan Agreement, Mr. Mohan will continue to be employed as Chief Investment Officer of the Company on an at will basis. During the term of the Employment Agreement, Mr. Mohan is entitled to a base salary at the annualized rate of $ 200,000 75 50,000 25,000 On November 16, 2022, the Company entered into an Executive Employment Agreement with Aimee Infante (the “Infante Agreement”), which replaced her prior employment agreement. Pursuant to the Infante Agreement, Ms. Infante will continue to be employed as Chief Marketing Officer of the Company on an at will basis. During the term of the Infante Agreement, Ms. Infante is entitled to a base salary at the annualized rate of $ 175,000 25 25,000 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 9, 2022, the Company and Ferdinand Groenewald, the former Chief Accounting Officer, entered a letter agreement providing that Mr. Groenewald will continue to be engaged by the Company on an at-will basis with a base salary at the annualized rate of $ 175,000 25 25,000 five years Departure of Officer On June 21, 2022, the Company advised Ferdinand Groenewald that the position of Chief Accounting Officer has been eliminated. Mr. Groenewald continued his employment with the Company through July 29, 2022, at which time he became entitled to the severance for termination without cause as outlined in the letter agreement between the Company and Mr. Groenewald dated February 9, 2022. NASDAQ Notice On February 1, 2022, the Company received a letter from the Staff therein indicating that, based upon the closing bid price of the Company’s common stock for the prior 30 consecutive business days, the Company was not in compliance with the requirement to the Minimum Bid Price Requirement. Pursuant to NASDAQ Listing Rule 5810(c)(3)(A), the Company was granted 180 calendar days, or until August 1, 2022, to regain compliance. On August 2, 2022, the Company received a second letter from the Staff advising that the Company had been granted an additional 180 calendar days, or to January 30, 2023, to regain compliance with the Minimum Bid Price Requirement, in accordance with NASDAQ Listing Rule 5810(c)(3)(A). The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to regain compliance with the Rule. There can be no assurance that the Company will be able to regain compliance with the Rule or will otherwise be in compliance with other NASDAQ listing criteria. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

REPORTABLE OPERATING SEGMENTS

REPORTABLE OPERATING SEGMENTS	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
REPORTABLE OPERATING SEGMENTS	NOTE 16 – REPORTABLE OPERATING SEGMENTS See Note 1 – Business Organization and Nature of Operations for descriptions of our operating segments. The following table sets forth the results of operations for the relevant segments for the years ended December 31, 2022 and 2021: SUMMARY OF OPERATING SEGMENTS December, 31, December, 31, 2022 2021 Revenues Muscle Maker Grill Division $ 4,443,177 $ 5,530,803 Pokemoto Division 4,952,959 2,685,498 Non-Traditional (Hybrid) Division 383,270 665,884 SuperFit Foods Division 1,333,367 1,467,451 Sadot Division 150,585,644 — Revenues $ 161,698,417 $ 10,349,636 Operating Loss Muscle Maker Grill Division $ (938,261 ) $ (493,635 ) Pokemoto Division 92,884 632,929 Non-Traditional (Hybrid) Division (328,577 ) (1,009,774 ) SuperFit Division 37,885 192,789 Sadot Division 4,548,440 — Corporate and unallocated sales, general and administrative expenses (a) (6,149,801 ) (8,088,682 ) Stock-based consulting expenses (3,601,987 ) — Unallocated operating other income/ (expense) (b) (1,777,733 ) (680,921 ) Operating Loss $ (8,117,150 ) $ (9,447,294 ) Other income/ (expense) 44,944 (9,097 ) Interest expense, net (6,730 ) (69,514 ) Change in fair value of accrued compensation — 127,500 Gain on debt extinguishment 141,279 1,228,308 Loss before income taxes $ (7,937,657 ) $ (8,170,097 ) (a) Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773 (b) Includes charges related to the Impairment of intangible assets and goodwill, related to Muscle Maker Grill intangible assets and goodwill, amortization of intangible asset, corporate depreciation of fixed assets, Preopening expenses and Post-closing expenses.

EQUITY

EQUITY	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
EQUITY	NOTE 17 – EQUITY Authorized Capital On October 7, 2021, the shareholders approved to amend the Company’s articles of incorporation to increase the number of authorized shares of common stock from 25,000,000 50,000,000 0.0001 50,000,000 0.0001 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Option and Stock Issuance Plan 2020 Plan The Company’s board of directors and shareholders approved and adopted on October 27, 2020 the 2020 Equity Incentive Plan (“2020 Plan”), effective on October 27, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2020 Plan, the Company reserved 1,750,000 889,756 2021 Plan The Company’s board of directors and shareholders approved and adopted on October 7, 2021 the 2021 Equity Incentive Plan (“2021 Plan”), effective on September 16, 2020 under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2021 Plan, the Company reserved 1,500,000 625,120 312,500 Common Stock Issuances On February 3, 2021, the Company issued an aggregate of 20,000 42,600 On April 30, 2021, the Company issued an aggregate of 10,000 14,700 On May 6, 2021, the Company issued an aggregate of 150,000 214,500 127,500 On May 27, 2021, the Company cancelled 11,879 11,879 On August 24, 2021, the Company issued an aggregate of 15,000 20,999 On August 26, 2021, the Company issued an aggregate of 1,100 1,540 On October 11, 2021, the Company issued an aggregate of 40,000 40,800 On October 22, 2021, the Company issued an aggregate of 15,000 15,150 On December 3, 2021, the Company issued 82,500 84,975 On December 7, 2021, the Company issued an aggregate of 160,000 177,600 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On December 27, 2021, the Company issued 10,000 7,400 On January 3, 2022, the Company authorized the issuance of an aggregate of 1,200,000 1,200,215 On January 6, 2022, the Company authorized the issuance of an aggregate of 39,573 On January 18, 2022, the Company issued an aggregate of 30,000 15,600 On February 24, 2022, the Company authorized the issuance of an aggregate of 1,209,604 1,210,110 On March 31, 2022, the Company authorized the issuance of an aggregate of 53,961 On April 4, 2022, the Company authorized the issuance of 20,000 On June 8, 2022, the Company authorized the issuance of 5,000 On June 30, 2022, the Company recognized 30,910 On July 14, 2022, the Company authorized the issuance of an aggregate of 74,019 On October 12, 2022, the Company authorized the issuance of an aggregate of 75,792 On November 29, 2022, the Company authorized the issuance of an aggregate of 438,085 See Note 15 – Commitments and Contingencies – Consulting Agreements and Board Compensation for details related to additional stock issuances during the years ended December 31, 2022 and 2021. Private Placements On April 7, 2021, the Company entered into a Securities Purchase Agreement with an accredited investor (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investor agreed to purchase from the Company for an aggregate purchase price of approximately $ 10,000,000 (i) 1,250,000 shares of common stock of the Company (ii) a common stock purchase warrant to purchase up to 4,115,227 shares of common stock (the “Common Warrant”) and (iii) a pre-funded common stock purchase warrant to purchase up to 2,865,227 shares of common stock (the “pre-funded warrant”). Each share and accompanying common warrant is being sold together at a combined offering price of $ 2.43 per share and Common Warrant, and each pre-funded warrant and accompanying common warrant is being sold together at a combined offering price of $ 2.42 per pre-funded warrant and accompanying common warrant. The pre-funded warrant is immediately exercisable, at a nominal exercise price of $ 0.01 per share, and may be exercised at any time until the pre-funded warrant is fully exercised. The common warrant will have an exercise price of $ 2.43 per share, are immediately exercisable and will expire 5.5 years from the date of issuance. The Private Placement closed on April 9, 2021. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company was required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company prepared and filed a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and to used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated April 6, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 2.916 On November 17, 2021, the Company entered into a Securities Purchase Agreement with accredited investors (the “Securities Purchase Agreement”) for a private placement (the “Private Placement”) pursuant to which the investors (the “Purchasers”) agreed to purchase from the Company for an aggregate purchase price of approximately $ 15,000,000 6,772,000 0.0001 10,830,305 4,058,305 1.385 1.3849 0.0001 1.385 5 The Securities Purchase Agreement contains customary representations, warranties and agreements of the Company and the Purchaser and customary indemnification rights and obligations of the parties thereto. Pursuant to the Securities Purchase Agreement, the Company is required to register the resale of the shares and the shares issuable upon exercise of the common warrant and the pre-funded warrant. The Company was required to prepare and file a registration statement with the Securities and Exchange Commission within 30 days of the date of the Securities Purchase Agreement and used commercially reasonable efforts to have the registration statement declared effective within 90 days of the closing of the Private Placement. Pursuant to a placement agency agreement, dated November 17, 2021, between the Company and A.G.P./Alliance Global Partners (the “Placement Agent”) entered into in connection with the Private Offering, the Placement Agent acted as the sole placement agent for the Private Placement and the Company has paid customary placement fees to the Placement Agent, including a cash fee equal to 8 4 1.662 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Restricted Common Stock On January 1, 2021, 1,200 On February 11, 2021, the Company issued an aggregate of 221,783 On April 4, 2022, the Company authorized the issuance of 20,000 At December 31, 2022, there was no restricted common stock outstanding. A summary of the activity related to the restricted common stock for the years ended December 31, 2022 and 2021, respectively, is presented below: SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted-average grant date Total fair value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited — — Vested (222,983 ) 3.21 Outstanding at December 31, 2021 — — Granted 20,000 0.54 Forfeited — — Vested (20,000 ) 0.54 Outstanding at December 31, 2022 — $ — Warrant and Option Valuation The Company has computed the fair value of warrants granted and options accrued for as accrued compensation expense using the Black-Scholes option pricing model. The expected term used for warrants and options issued to non-employees is the contractual life. The Company is utilizing an expected volatility figure based on a review of the historical volatilities, over a period of time, equivalent to the expected term of the instrument being valued, of similarly positioned public companies within its industry. The risk-free interest rate was determined from the implied yields from U.S. Treasury zero-coupon bonds with a remaining term consistent with the expected term of the instrument being valued. Options On May 2, 2022, the Company, pursuant to the employment agreements, issued options to purchase an aggregate of 312,500 0.41 On October 10, 2022, the Company issued options to purchase 25,000 0.41 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS There were 25,000 A summary of option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Number of Weighted-average Weighted-average remaining options exercise price life (in years) Outstanding, January 1, 2021 300,000 $ 3.33 1.10 Issued — — Exercised — — Forfeited (200,000 ) 2.50 Outstanding, December 31, 2021 100,000 $ 5.00 1.92 Issued 337,500 0.41 4.40 Exercised — — Forfeited (25,000 ) 0.41 Outstanding, December 31, 2022 412,500 $ 1.52 3.56 Exercisable, December 31, 2022 144,375 $ 3.59 1.98 The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS For the Year Ended December 31,2022 Risk free interest rate 1.53 4.33 % Expected term (years) 5 Expected volatility 59.10 156.87 % Expected dividends — Warrants On May 24, 2021, the Company issued 1,465,227 14,652 On May 28, 2021, the Company issued 1,400,000 14,000 On December 23, 2021, the Company issued 1,210,110 121 On January 3, 2022, the Company issued 1,200,000 1,200,215 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS On February 24, 2022, the Company issued 1,209,604 1,210,110 On November 29, 2022, the Company issued 438,085 44 A summary of warrants activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted-average Weighted-average Number of exercise remaining life Warrants price (in years) Outstanding, January 1, 2021 2,582,857 $ 4.08 3.3 Issued 21,869,064 0.46 Exercised (4,075,337 ) 0.01 Forfeited (92,568 ) 19.99 Outstanding, December 31, 2021 20,284,016 $ 1.66 4.0 Issued 597,819 2.01 Exercised (2,848,195 ) 0.01 Forfeited — — Outstanding, December 31, 2022 18,033,640 $ 1.93 3.5 Exercisable, December 31, 2022 18,033,640 $ 1.93 3.5 The grant date fair value of warrants granted during the years ended December 31, 2022 and 2021 was established during the Private Placement. Stock-Based Compensation Expense Stock-based compensation related to restricted stock issued to employees, directors and consultants, warrants and warrants to consultants amounted to $ 140,377 2,207,046 140,377 2,200,274 6,772

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 18 – SUBSEQUENT EVENTS Common Stock On January 5, 2023, the Company authorized the issuance of an aggregate of 31,308 Stock Options On February 27, 2023, the Company issued options to purchase an aggregate of 531,072 1.505 On March 15, 2023, the Company issued options to purchase 68,928 1.505 Appointment of Directors On February 2, 2023, the Board appointed Na Yeon (“Hannah”) Oh and Ray Shankar to the Board of Directors, effective March 1, 2023. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NASDAQ Notice On January 31, 2023, the Company received a letter from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that, based upon the Company’s non-compliance with the requirement to maintain a minimum bid price of $ 1.00 The Company requested a hearing before a NASDAQ Hearings Panel (the “Panel”) on February 7, 2023. The hearing was scheduled for March 23, 2023. On March 2, 2023, the Company received notice from Nasdaq confirming that the Company has cured its bid price deficiency and has fully regained compliance with the Minimum Bid Price Rule. Authorized Capital Stock The Company’s board of directors and shareholders approved on February 28, 2023 an increase in the authorized capital stock to 150,000,000 0.0001 2023 Equity Incentive Plan The Company’s board of directors and shareholders approved and adopted on February 28, 2023 the 2023 Equity Incentive Plan (“2023 Plan”) under which stock options and restricted stock may be granted to officers, directors, employees and consultants in the form of non-qualified stock options, incentive stock-options, stock appreciation rights, restricted stock awards, restricted stock Units, stock bonus awards, performance compensation awards (including cash bonus awards) or any combination of the foregoing. Under the 2023 Plan, the Company reserved 2,500,000 68,928 Employment Agreement On March 21, 2023, the Company entered into an Executive Employment Agreement with Jennifer Black (the “Black Agreement”), which replaced her prior employment agreement. Pursuant to the Black Agreement, Ms. Black will continue to be employed as Chief Financial Officer of the Company on an at will basis. During the term of the Black Agreement, Ms. Black is entitled to a base salary at the annualized rate of $ 250,000 50 50,000 25,000

SIGNIFICANT ACCOUNTING POLICI_2

SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
Principles of Consolidation	Principles of Consolidation The accompanying Consolidated Financial Statements include the accounts of the Company and its wholly owned subsidiaries and majority-owned subsidiary. Any intercompany transactions and balances have been eliminated in consolidation.
Reclassifications	Reclassifications Certain prior year balances have been reclassified in order to conform to current year presentation. These reclassifications have no effect on the previously reported results of operations or loss per share.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Significant estimates include: ● the assessment of recoverability of long-lived assets, including property and equipment, goodwill and intangible assets; ● the estimated useful lives of intangible and depreciable assets; ● estimates and assumptions used to value warrants and options; ● the recognition of revenue; and ● the recognition, measurement and valuation of current and deferred income taxes. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Estimates and assumptions are periodically reviewed, and the effects of any material revisions are reflected in the financial statements in the period that they are determined to be necessary. Actual results could differ from those estimates and assumptions.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly-liquid instruments with an original maturity of three months or less when purchased to be cash equivalents. There were no
Inventory	Inventory Inventories, which are stated at the lower of cost or net realizable value, consist primarily of perishable food items and supplies. Cost is determined using the first-in, first-out method.
Deposit on Farmland	Deposit on Farmland Deposit on farmland consists of funds paid as a deposit with the intent to acquire farmland in Africa by our Sadot subsidiary. As of December 31, 2022, the Company recorded a deposit of $ 4,914,191
Property and Equipment	Property and Equipment Property and equipment are stated at cost less accumulated Depreciation and amortization expenses. Major improvements are capitalized, and minor replacements, maintenance and repairs are charged to expense as incurred. Depreciation and amortization expenses are calculated on the straight-line basis over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of the estimated useful life or the lease term of the related asset. The estimated useful lives are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11
Intangible Assets	Intangible Assets The Company accounts for recorded intangible assets in accordance with the Accounting Standards Codification (“ASC’) 350 “Intangibles – Goodwill and Other”. In accordance with ASC 350, the Company does not amortize intangible assets having indefinite useful lives. The Company’s trademark – Muscle Maker had an indefinite life as of December 31, 2021. The Company determined that as of January 1, 2022, – the trademark – Muscle Maker had a finite life of 3 years and will be amortizing the value over the new estimated life. The Company’s goodwill has an indefinite life and is not amortized, but are evaluated for impairment at least annually, or more often whenever changes in facts and circumstances may indicate that the carrying value may not be recoverable. ASC 350 requires that goodwill be tested for impairment at the reporting unit level (operating segment or one level below an operating segment). Application of the goodwill impairment test requires judgment, including the identification of reporting units, assigning assets and liabilities to reporting units, assigning goodwill to reporting units, and determining the fair value. Significant judgment is required to estimate the fair value of reporting units which includes estimating future cash flows, determining appropriate discount rates and other assumptions. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill impairment. The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets When circumstances, such as adverse market conditions, indicate that the carrying value of a long-lived asset may be impaired, the Company performs an analysis to review the recoverability of the asset’s carrying value, which includes estimating the undiscounted cash flows (excluding interest charges) from the expected future operations of the asset. These estimates consider factors such as expected future operating income, operating trends and prospects, as well as the effects of demand, competition and other factors. If the analysis indicates that the carrying value is not recoverable from future cash flows, an impairment loss is recognized to the extent that the carrying value exceeds the estimated fair value. Any impairment losses are recorded as operating expenses, which reduce net income.
Convertible Instruments	Convertible Instruments The Company evaluates its convertible instruments to determine if those contracts or embedded components of those contracts qualify as derivative financial instruments to be separately accounted for in accordance with Topic 815 of the Financial Accounting Standards Board (“FASB”). If the instrument is determined not to be a derivative liability, the Company then evaluates for the existence of a beneficial conversion feature by comparing the market price of the Company’s common stock as of the commitment date to the effective conversion price of the instrument. As of December 31, 2022 and 2021, the Company deemed the conversion feature was not required to be bifurcated and recorded as a derivative liability.
Revenue Recognition	Revenue Recognition The Company’s revenues consist of Commodity sales, Restaurant sales, Franchise royalties and fees, Franchise advertising fund contributions, and Other revenues. The Company recognized revenues according to Topic 606 of FASB, “Revenue from Contracts with Customers”. Under the guidance, revenue is recognized in accordance with a five-step revenue model, as follows: (1) identifying the contract with the customer; (2) identifying the performance obligations in the contract; (3) determining the transaction price; (4) allocating the transaction price to the performance obligations; and (5) recognizing revenue when (or as) the entity satisfies a performance obligation. In applying this five-step model, we made significant judgments in identifying the promised goods or services in our contracts with franchisees that are distinct, and which represent separate performance obligations. Commodity Sales Commodity sale revenue is generated by our Sadot subsidiary and is recognized when the commodity is delivered as evidenced by the bill of lading and the invoice is prepared and submitted to the customer. During the year ended December 31, 2022, the Company recorded Commodity sales revenues of $ 150,585,644 Restaurant Sales Retail store revenue at Company-operated restaurants is recognized when payment is tendered at the point of sale, net of sales tax, discounts and other sales related taxes. The Company recorded retail store revenues of $ 10,300,394 9,320,920 The Company sells gift cards which do not have an expiration date, and it does not deduct dormancy fees from outstanding gift card balances. The Company recognizes revenues from gift cards as restaurant revenues once the Company performs its obligation to provide food and beverage to the customer simultaneously with the redemption of the gift card or through gift card breakage, as discussed in Other revenues below. MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Franchise Royalties and Fees Franchise revenues consists of royalties, initial franchise fees and rebates. Royalties are based on a percentage of franchisee net sales revenue. The Company recognizes the royalties as the underlying sales occur. The Company recorded revenue from royalties of $ 485,316 434,849 The Company provides the franchisees with management expertise, training, pre-opening assistance, and restaurant operating assistance in exchange for the multi-unit development fees and initial franchise fees. The Company capitalizes these fees upon collection from the franchisee. These initial fees are then recognized as franchise fee revenue on a straight-line basis over the life of the related franchise agreements and any exercised renewal periods. Cash payments are due upon the execution of the related franchise agreement. The Company’s performance obligation with respect to franchise fee revenues consists of a license to utilize the Company’s brand for a specified period of time, which is satisfied equally over the life of each franchise agreement. If a franchise location closes or a franchise agreement is terminated for any reason, the unrecognized revenue will be recognized in full at that time. The Company recorded revenue from initial franchise fees of $ 117,205 263,215 The Company has supply agreements with certain food and beverage vendors. Pursuant to the terms of these agreements, rebates are provided to the Company based upon the dollar volume of purchases for all company-owned and franchised restaurants from these vendors. Rebates earned on purchases by franchise stores are recorded as revenue during the period in which the related food and beverage purchases are made. The Company recorded revenue from rebates of $ 124,333 80,117 Franchise Advertising Fund Contributions Under the Company’s franchise agreements, the Company and its franchisees are required to contribute a certain percentage of revenues to a national advertising fund. The Company’s national advertising services are provided on a system-wide basis and therefore, not considered distinct performance obligations for individual franchisees. In accordance with Topic 606, the Company recognizes these sales-based advertising contributions from franchisees as franchise revenue when the underlying franchisee Company incurs the corresponding advertising expense. The Company records the related advertising expenses as incurred under Sales, general and administrative expenses. When an advertising contribution fund is over-spent at year-end, advertising expenses will be reported on the Consolidated Statement of Operations in an amount that is greater than the revenue recorded for advertising contributions. Conversely, when an advertising contribution fund is under-spent at a year-end, the Company will accrue advertising costs up to advertising contributions recorded in revenue. The Company recorded contributions from franchisees of $ 80,536 188,539 Other Revenues Gift card breakage is recognized when the likelihood of a gift card being redeemed by the customer is remote and the Company determines there is not a legal obligation to remit the unredeemed gift card balance to the relevant jurisdiction. The determination of the gift card breakage rate is based upon the Company’s specific historical redemption patterns. Gift card liability is recorded in other current liabilities on the Consolidated Balance Sheets. The Company recorded $ 4,989 61,996 MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Deferred Revenue Deferred revenue primarily includes initial franchise fees received by the Company, which are being amortized over the life of the Company’s franchise agreements. Deferred revenue is recognized in income over the life of the franchise agreements. If a franchise location closes or a franchise agreement is terminated for any reason, the remaining deferred revenue will be recognized in full at that time.
Stock-Based Consulting Expense	Stock-Based Consulting Expense Stock-based consulting expense are related to consulting fees due to Aggia for Sadot operations. Based on the servicing agreement with Aggia, the consulting fees are calculated at approximately 80 3,601,987
Advertising	Advertising Advertising costs are charged to expense as incurred. Advertising costs were $ 346,932 244,186 168,574 137,054 178,358 107,122
Net Loss per Share	Net Loss per Share Basic loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted loss per common share is computed by dividing net loss attributable to common stockholders by the weighted average number of common shares outstanding, plus the impact of potential common shares, if dilutive, resulting from the exercise of warrants, options or the conversion of convertible notes payable. The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366
Major Vendor	Major Vendor The Company engages various vendors to distribute food products to their Company-owned restaurants. Purchases from the Company’s largest supplier totaled 33 54
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company measures the fair value of financial assets and liabilities based on the guidance of the FASB Accounting ASC 820 “Fair Value Measurements and Disclosures” (“ASC 820”). MUSCLE MAKER, INC. & SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ASC 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 describes three levels of inputs that may be used to measure fair value: Level 1 — quoted prices in active markets for identical assets or liabilities. Level 2 — quoted prices for similar assets and liabilities in active markets or inputs that are observable. Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement. The carrying amounts of accrued liabilities approximate fair value due to the short-term nature of these instruments. The carrying amounts of our short–term credit obligations approximate fair value because the effective yields on these obligations, which include contractual interest rates, taken together with other features such as concurrent issuance of common stock and warrants, are comparable to rates of returns for instruments of similar credit risk. See Note 17 – Equity – Warrant and Options Valuation for details related to accrued compensation liability being fair valued using Level 1 inputs.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes” (“ASC 740”). Under ASC 740, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities and net operating loss and credit carryforwards using enacted tax rates in effect for the year in which the differences are expected to impact taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amounts expected to be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. Tax benefits claimed or expected to be claimed on a tax return are recorded in the Company’s financial statements. A tax benefit from an uncertain tax position is only recognized if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than fifty percent likelihood of being realized upon ultimate resolution. Uncertain tax positions have had no impact on the Company’s financial condition, results of operations or cash flows. The Company does not expect any significant changes in its unrecognized tax benefits within years of the reporting date. The Company’s policy is to classify assessments, if any, for tax related interest as interest expense and penalties as Sales, general and administrative expenses in the Consolidated Statements of Operations.
Stock-Based Compensation	Stock-Based Compensation The Company measures the cost of services received in exchange for an award of equity instruments based on the fair value of the award. For employees and directors, the fair value of the award is measured on the grant date and for non-employees, the fair value of the award is generally recorded on the grant date and re-measured on financial reporting dates and vesting dates until the service period is complete. The fair value amount of the award is then recognized over the period services are required to be provided in exchange for the award, usually the vesting period.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In February 2016, the FASB issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842), which requires companies to recognize lease liabilities and corresponding right-of-use leased assets on the Balance Sheets and to disclose key information about leasing arrangements. Qualitative and quantitative disclosures will be enhanced to better understand the amount, timing, and uncertainty of cash flows arising from leases. ASU No. 2016-02 is effective for annual periods beginning after December 15, 2021, with early adoption permitted. Additionally, in 2018 and 2019, the FASB issued the following Topic 842–related ASUs: ● ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842, which clarifies the applicability of Topic 842 to land easements and provides an optional transition practical expedient for existing land easements; ● ASU 2018-10, Codification Improvements to Topic 842, Leases, which makes certain technical corrections to Topic 842; ● ASU 2018-11, Leases (Topic 842): Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures and provides an optional practical expedient to lessors to not separate lease and non-lease components of a contract if certain criteria are met; and ● ASU 2019-01, Leases (Topic 842): Codification Improvements, which provides guidance for certain lessors on determining the fair value of an underlying asset in a lease and on the cash flow statement presentation of lease payments received; ASU No. 2019-01 also clarifies disclosures required in interim periods after adoption of ASU No. 2016-02 in the year of adoption. The Company adopted Topic 842 as of January 1, 2022 and recognized a cumulative-effect adjustment to the opening balance of accumulated deficit of $ 15,010 7,789 22,799 In October 2021, the FASB issued ASU 2021-08 Business Combinations (“Topic 805”): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers. The ASU requires contract assets and contract liabilities acquired in a business combination to be recognized and measured by the acquirer on the acquisition date in accordance with ASC 606, “Revenue from Contracts with Customers”, as if it had originated the contracts. Under the current business combinations guidance, such assets and liabilities were recognized by the acquirer at fair value on the acquisition date. The ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The adoption of this guidance did not have a material impact on the Company’s Consolidated Financial Statements and related disclosures.
Subsequent Events	Subsequent Events The Company evaluated events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation and transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the Financial Statements, except as disclosed in Note 18 – Subsequent Events.

SIGNIFICANT ACCOUNTING POLICI_3

SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
Accounting Policies [Abstract]
SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT	SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT Furniture and equipment 3 7 Leasehold improvements 1 11
SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES	The useful lives of the Company’s intangible assets are: SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES Franchisee agreements 13 Franchise license 10 Trademarks 3 5 Domain name, Customer list and Proprietary recipes 3 7 Non-compete agreements 2 3
SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE	The following securities are excluded from the calculation of weighted average diluted common shares at December 31, 2022 and 2021, respectively, because their inclusion would have been anti-dilutive: SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE December 31, 2022 2021 Warrants 18,033,640 20,284,016 Options 412,500 100,000 Convertible debt 23,559 32,350 Total potentially dilutive shares 18,469,699 20,416,366

PREPAID EXENSES AND OTHER CUR_2

PREPAID EXENSES AND OTHER CURRENT ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS	At December 31, 2022 and 2021, the Company’s prepaid expenses and other current assets consists of the following: SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS December 31, December 31, 2022 2021 Prepaid expenses $ 89,197 $ 83,975 Preopening expenses — 602 Other receivables 228,242 1,704,751 Prepaid and Other Current Assets $ 317,439 $ 1,789,328

PROPERTY AND EQUIPMENT, NET (Ta

PROPERTY AND EQUIPMENT, NET (Tables)	12 Months Ended
	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT, NET	As of December 31, 2022, and 2021, Property and equipment consist of the following: SCHEDULE OF PROPERTY AND EQUIPMENT, NET December 31, December 31, 2022 2021 Furniture and equipment $ 1,266,008 $ 1,397,098 Vehicles 55,000 55,000 Leasehold improvements 2,061,888 1,981,019 Construction in process 5,000 — Property and equipment, gross 3,387,896 3,433,117 Less: accumulated depreciation (1,492,934 ) (1,152,850 ) Property and equipment, net $ 1,894,962 $ 2,280,267 Depreciation expense amounted to $ 585,550 565,599 519,563 347,658 274,098 193,405 245,465 154,253

GOODWILL AND OTHER INTANGIBLE_2

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Tables)	12 Months Ended
	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS	A summary of the intangible assets is presented below: SCHEDULE OF INTANGIBLE ASSETS Intangible Assets Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Acquisitions Impairment of intangible assets Amortization expense Intangible Trademark Muscle Maker Grill $ 669,992 $ — $ (347,110 ) $ (508,551 ) $ 1,525,653 $ — $ (998,347 ) $ — $ 2,524,000 Franchise Agreements 135,659 — — (26,780 ) 162,439 — (141,561 ) (50,278 ) 354,278 Trademark SuperFit 29,080 — — (8,995 ) 38,075 45,000 — (6,925 ) — Domain Name SuperFit 80,778 — — (24,986 ) 105,764 125,000 — (19,236 ) — Customer List SuperFit 90,470 — — (27,985 ) 118,455 140,000 — (21,545 ) — Proprietary Recipes SuperFit 103,396 — — (31,982 ) 135,378 160,000 — (24,622 ) — Non-Compete Agreement SuperFit 106,751 — — (86,588 ) 193,339 260,000 — (66,661 ) — Trademark Pokemoto 117,881 — — (34,981 ) 152,862 175,000 — (22,138 ) — Franchisee License Pokemoto 2,322,125 — — (277,348 ) 2,599,473 2,775,000 — (175,527 ) — Proprietary Recipes Pokemoto 866,614 — — (161,302 ) 1,027,916 1,130,000 — (102,084 ) — Non-Compete Agreement Pokemoto 88,110 — — (240,000 ) 328,110 480,000 — (151,890 ) — $ 4,610,856 $ — $ (347,110 ) $ (1,429,498 ) $ 6,387,464 $ 5,290,000 $ (1,139,908 ) $ (640,906 ) $ 2,878,278
SCHEDULE OF FUTURE AMORTIZATION EXPENSE	The estimated future amortization expense is as follows: SCHEDULE OF FUTURE AMORTIZATION EXPENSE For the year ended December 31, 2023 2024 2025 2026 2027 Thereafter Total Trademark Muscle Maker Grill $ 334,997 $ 334,996 $ — $ — $ — $ — $ 669,992 Franchise Agreements 26,780 26,853 26,780 26,780 26,780 1,686 135,659 Trademark SuperFit 8,995 9,020 8,995 2,070 — — 29,080 Domain Name SuperFit 24,986 25,055 24,986 5,751 — — 80,778 Customer List SuperFit 27,985 28,061 27,985 6,439 — — 90,470 Proprietary Recipes SuperFit 31,982 32,071 31,982 7,361 — — 103,396 Non-Compete Agreement SuperFit 86,588 20,163 — — — — 106,751 Trademark Pokemoto 34,981 35,077 34,981 12,842 — — 117,881 Franchisee License Pokemoto 277,348 278,108 277,348 277,348 277,348 934,625 2,322,125 Proprietary Recipes Pokemoto 161,303 161,744 161,303 161,303 161,303 59,658 866,614 Non-Compete Agreement Pokemoto 88,110 — — — — — 88,110 Total $ 1,104,055 $ 1,124,702 $ 594,359 $ 499,893 $ 465,430 $ 995,972 $ 4,610,856
SCHEDULE OF GOODWILL ASSETS	A summary of the goodwill assets is presented below: SCHEDULE OF GOODWILL ASSETS Goodwill Muscle Maker Grill Pokemoto SuperFit Food Total Goodwill, net at January 1, 2021 $ 656,348 $ — $ — $ 656,348 Acquisitions — 1,798,399 258,000 2,056,399 Impairment of goodwill (86,348 ) — — (86,348 ) Goodwill, net at December 31, 2021 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Acquisitions — — — — Impairment of goodwill — — — — Goodwill, net at December 31, 2022 $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399 Goodwill, net $ 570,000 $ 1,798,399 $ 258,000 $ 2,626,399

ACCOUNTS PAYABLES AND ACCRUED_2

ACCOUNTS PAYABLES AND ACCRUED EXPENSES (Tables)	12 Months Ended
	Dec. 31, 2022
Payables and Accruals [Abstract]
SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES	Accounts payables and accrued expenses consist of the following: SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES December 31, December 31, 2022 2021 Accounts payable $ 1,085,143 $ 911,415 Accrued payroll and bonuses 551,129 758,732 Accrued expenses 87,382 226,954 Accrued professional fees 185,000 185,872 Sales taxes payable (1) 44,615 125,550 Total Accounts Payable and Accrued Expenses $ 1,953,269 $ 2,208,523 (1) See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021.

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	12 Months Ended
	Dec. 31, 2022
Debt Disclosure [Abstract]
SCHEDULE OF OUTSTANDING DEBT	The maturities of notes payable as of December 31, 2022, are as follows: SCHEDULE OF OUTSTANDING DEBT Principal Repayments due as of Amount 12/31/2023 $ 222,356 12/31/2024 137,159 12/31/2025 79,315 12/31/2026 542,348 Total debt $ 981,178

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2022
Leases [Abstract]
SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES	As of December 31, 2022, assets and liabilities related to the Company’s leases were as follows: SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES December 31, 2022 Assets Right to use asset $ 2,432,894 Liabilities Operating leases – current $ 560,444 Operating leases – non-current 2,018,851 Total lease liabilities $ 2,579,295
SCHEDULE OF OPERATING LEASE LIABILITY MATURITY	As of December 31, 2022, the Company’s lease liabilities mature as follows: SCHEDULE OF OPERATING LEASE LIABILITY MATURITY Operating Leases Fiscal Year: 2023 $ 833,562 2024 769,663 2025 621,298 2026 413,364 2027 248,123 Thereafter 567,519 Total lease payments $ 3,453,529 Less imputed interest (874,234 ) Present value of lease liabilities $ 2,579,295
SCHEDULE OF LEASE TERM AND DISCOUNT RATE	The Company’s lease term and discount rates were as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE December 31, 2022 Weighted-average remaining lease term (in years) Operating leases 4.92 Weighted-average discount rate Operating leases 12 %

DEFERRED REVENUE (Tables)

DEFERRED REVENUE (Tables)	12 Months Ended
	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
SCHEDULE OF DEFERRED REVENUE	At December 31, 2022 and 2021, deferred revenue consists of the following: SCHEDULE OF DEFERRED REVENUE December 31, December 31, 2022 2021 Deferred revenues, net $ 1,371,170 $ 1,063,373 Less: deferred revenue, current (95,392 ) (49,728 ) Deferred revenues, non-current $ 1,275,778 $ 1,013,645

OTHER CURRENT LIABILITIES (Tabl

OTHER CURRENT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
Other Liabilities Disclosure [Abstract]
SCHEDULE OF OTHER CURRENT LIABILITIES	Other current liabilities consist of the following: SCHEDULE OF OTHER CURRENT LIABILITIES December 31, December 31, 2022 2021 Gift card liability $ 25,432 $ 27,633 Co-op advertising fund liability 77,811 126,564 Marketing development brand liability 35,424 14,330 Advertising fund liability 42,948 117,561 Other current liabilities $ 181,615 $ 286,088

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
Income Tax Disclosure [Abstract]
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The tax effects of temporary differences that give rise to deferred tax assets and liabilities as of December 31, 2022 and 2021 are presented below: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2022 2021 For the Years Ended December 31, 2022 2021 Deferred tax assets: Net operating loss carryforwards $ 10,614,916 $ 10,345,422 Receivable allowance 5,057 18,885 Stock-based compensation 14,825 — Intangible assets 313,546 662,357 Property and equipment — — Deferred rent — 12,935 Other carryforwards 279 — Deferred revenues 204,473 177,191 Leases 31,638 — Gross deferred tax asset 11,184,734 11,216,790 Deferred tax liabilities: Property and equipment (159,762 ) (447,944 ) Gross deferred tax liabilities (159,762 ) (447,944 ) Net deferred tax assets 11,024,972 10,768,846 Valuation allowance (11,024,972 ) (10,768,846 ) Net deferred tax asset, net of valuation allowance $ — $ —
SCHEDULE OF INCOME TAX Expense	The income tax expense for the periods shown consist of the following: SCHEDULE OF INCOME TAX Expense 2022 2021 For the Years Ended December 31, 2022 2021 Federal: Current $ — $ — Deferred — — State and local: Current 24,771 6,033 Deferred — — Federal, State and local, tax expense 24,771 6,033 Change in valuation allowance — — Income tax expense $ 24,771 $ 6,033
SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate for the periods shown, are as follows: SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE 2022 2021 For the Years Ended December 31, 2022 2021 Federal income tax benefit at statutory rate 21.0 % 21.0 % State income tax benefit, net of federal impact (0.5 )% 7.0 % Permanent differences (0.1 )% (0.0 )% PPP loan forgiveness 0.4 % — Return to provision adjustments 3.3 % — Deferred tax asset true up- State (14.5 )% — Deferred tax asset true up- Federal (6.8 )% — Other — (1.7 )% Change in valuation allowance (3.3 )% (26.3 )% Effective income tax rate (0.5 )% 0.0 %

REPORTABLE OPERATING SEGMENTS (

REPORTABLE OPERATING SEGMENTS (Tables)	12 Months Ended
	Dec. 31, 2022
Segment Reporting [Abstract]
SUMMARY OF OPERATING SEGMENTS	The following table sets forth the results of operations for the relevant segments for the years ended December 31, 2022 and 2021: SUMMARY OF OPERATING SEGMENTS December, 31, December, 31, 2022 2021 Revenues Muscle Maker Grill Division $ 4,443,177 $ 5,530,803 Pokemoto Division 4,952,959 2,685,498 Non-Traditional (Hybrid) Division 383,270 665,884 SuperFit Foods Division 1,333,367 1,467,451 Sadot Division 150,585,644 — Revenues $ 161,698,417 $ 10,349,636 Operating Loss Muscle Maker Grill Division $ (938,261 ) $ (493,635 ) Pokemoto Division 92,884 632,929 Non-Traditional (Hybrid) Division (328,577 ) (1,009,774 ) SuperFit Division 37,885 192,789 Sadot Division 4,548,440 — Corporate and unallocated sales, general and administrative expenses (a) (6,149,801 ) (8,088,682 ) Stock-based consulting expenses (3,601,987 ) — Unallocated operating other income/ (expense) (b) (1,777,733 ) (680,921 ) Operating Loss $ (8,117,150 ) $ (9,447,294 ) Other income/ (expense) 44,944 (9,097 ) Interest expense, net (6,730 ) (69,514 ) Change in fair value of accrued compensation — 127,500 Gain on debt extinguishment 141,279 1,228,308 Loss before income taxes $ (7,937,657 ) $ (8,170,097 ) (a) Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773 (b) Includes charges related to the Impairment of intangible assets and goodwill, related to Muscle Maker Grill intangible assets and goodwill, amortization of intangible asset, corporate depreciation of fixed assets, Preopening expenses and Post-closing expenses.

EQUITY (Tables)

EQUITY (Tables)	12 Months Ended
	Dec. 31, 2022
Equity [Abstract]
SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK	SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK Weighted-average grant date Total fair value Outstanding at January 1, 2021 1,200 $ 65.33 Granted 221,783 2.87 Forfeited — — Vested (222,983 ) 3.21 Outstanding at December 31, 2021 — — Granted 20,000 0.54 Forfeited — — Vested (20,000 ) 0.54 Outstanding at December 31, 2022 — $ —
SCHEDULE OF OPTION ACTIVITY	A summary of option activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF OPTION ACTIVITY Number of Weighted-average Weighted-average remaining options exercise price life (in years) Outstanding, January 1, 2021 300,000 $ 3.33 1.10 Issued — — Exercised — — Forfeited (200,000 ) 2.50 Outstanding, December 31, 2021 100,000 $ 5.00 1.92 Issued 337,500 0.41 4.40 Exercised — — Forfeited (25,000 ) 0.41 Outstanding, December 31, 2022 412,500 $ 1.52 3.56 Exercisable, December 31, 2022 144,375 $ 3.59 1.98
SCHEDULE OF STOCK OPTIONS ASSUMPTIONS	The Company has estimated the fair value of the options using the Black-Scholes model using the following assumptions: SCHEDULE OF STOCK OPTIONS ASSUMPTIONS For the Year Ended December 31,2022 Risk free interest rate 1.53 4.33 % Expected term (years) 5 Expected volatility 59.10 156.87 % Expected dividends —
SCHEDULE OF WARRANTS ACTIVITY	A summary of warrants activity during the years ended December 31, 2022 and 2021 is presented below: SCHEDULE OF WARRANTS ACTIVITY Weighted-average Weighted-average Number of exercise remaining life Warrants price (in years) Outstanding, January 1, 2021 2,582,857 $ 4.08 3.3 Issued 21,869,064 0.46 Exercised (4,075,337 ) 0.01 Forfeited (92,568 ) 19.99 Outstanding, December 31, 2021 20,284,016 $ 1.66 4.0 Issued 597,819 2.01 Exercised (2,848,195 ) 0.01 Forfeited — — Outstanding, December 31, 2022 18,033,640 $ 1.93 3.5 Exercisable, December 31, 2022 18,033,640 $ 1.93 3.5

BUSINESS ORGANIZATION AND NAT_2

BUSINESS ORGANIZATION AND NATURE OF OPERATIONS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 9,898,420	$ 15,766,703
Working capital deficit	4,032,888
Accumulated Deficit	79,355,064	71,369,837
Pre tax net loss	7,937,657	8,170,097
Net Cash Used in Operating Activities	$ 198,629	$ 6,392,711

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT (Details)	12 Months Ended
	Dec. 31, 2022
Furniture and Equipment [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	3 years
Furniture and Equipment [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	7 years
Leaseholds and Leasehold Improvements [Member] | Minimum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	1 year
Leaseholds and Leasehold Improvements [Member] | Maximum [Member]
Property, Plant and Equipment [Line Items]
Estimated useful life	11 years

SCHEDULE OF OTHER INTANGIBLE AS

SCHEDULE OF OTHER INTANGIBLE ASSETS USEFUL LIVES (Details)	12 Months Ended
	Dec. 31, 2022
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	13 years
Franchisee Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	13 years
Franchise License [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	10 years
Trademarks [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	3 years
Trademarks [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	5 years
Domain Name, Customer List and Proprietary Recipes [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	3 years
Domain Name, Customer List and Proprietary Recipes [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	7 years
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	2 years
Noncompete Agreements [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Other intangible assets useful lives	3 years

SCHEDULE OF ANTIDILUTIVE SECURI

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM COMPUTATION OF EARNINGS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	18,469,699	20,416,366
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	18,033,640	20,284,016
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	412,500	100,000
Convertible Debt Securities [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total potentially dilutive shares	23,559	32,350

SIGNIFICANT ACCOUNTING POLICI_4

SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended	12 Months Ended
	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Jan. 02, 2022
Product Information [Line Items]
Cash equivalents, at carrying value		$ 0	$ 0
Deposit on farmland		4,914,191
Other revenues		161,698,417	10,349,636
Stock based consulting expense		3,601,987
Advertising expense		346,932	244,186
Cumulative effect accumulated deficit		(79,355,064)	$ (71,369,837)
Accounting Standards Update 2016-02 [Member]
Product Information [Line Items]
Cumulative effect accumulated deficit		$ 22,799		$ 15,010
Additional cumulative effect accumulated deficit	$ 7,789
Supplier Concentration Risk [Member] | Cost of Goods and Service, Product and Service Benchmark [Member] | Supplier [Member]
Product Information [Line Items]
Concentration risk, percentage		33%	54%
General and Administrative Expense [Member]
Product Information [Line Items]
Advertising expense		$ 168,574	$ 137,054
Operating Expense [Member]
Product Information [Line Items]
Advertising expense		$ 178,358	107,122
Sadot LLC [Member]
Product Information [Line Items]
Equity method investment ownership percentage		80%
Commodity Sales [Member]
Product Information [Line Items]
Other revenues		$ 150,585,644
Company Restaurant Net Sales [Member]
Product Information [Line Items]
Other revenues		10,300,394	9,320,920
Royalty [Member]
Product Information [Line Items]
Other revenues		485,316	434,849
Franchise Fees [Member]
Product Information [Line Items]
Other revenues		117,205	263,215
Rebates [Member]
Product Information [Line Items]
Other revenues		124,333	80,117
Franchise Advertising Fund Contributions [Member]
Product Information [Line Items]
Other revenues		80,536	188,539
Other Revenue [Member]
Product Information [Line Items]
Other revenues		$ 4,989	$ 61,996

LOANS RECEIVABLE (Details Narra

LOANS RECEIVABLE (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Receivables [Abstract]
Reserves for uncollectible loans	$ 0	$ 71,184

SCHEDULE OF PREPAID EXPENSES AN

SCHEDULE OF PREPAID EXPENSES AND OTHER CURRENT ASSETS (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid expenses	$ 89,197	$ 83,975
Preopening expenses		602
Other receivables	228,242	1,704,751
Prepaid and Other Current Assets	$ 317,439	$ 1,789,328

PREPAID EXENSES AND OTHER CUR_3

PREPAID EXENSES AND OTHER CURRENT ASSETS (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Other receivable	$ 228,242	$ 1,704,751

DEPOSIT ON FARMLAND (Details Na

DEPOSIT ON FARMLAND (Details Narrative) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deposits assets	$ 4,914,191

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT, NET (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Furniture and equipment	$ 1,266,008	$ 1,397,098
Vehicles	55,000	55,000
Leasehold improvements	2,061,888	1,981,019
Construction in process	5,000
Property and equipment, gross	3,387,896	3,433,117
Less: accumulated depreciation	(1,492,934)	(1,152,850)
Property and equipment, net	$ 1,894,962	$ 2,280,267

PROPERTY AND EQUIPMENT, NET (De

PROPERTY AND EQUIPMENT, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Line Items]
Depreciation	$ 585,550	$ 565,599
Property, plant and equipment, disposals	519,563	347,658
Gain (loss) on disposition of property plant equipment	274,098	193,405
Property and Equipment [Member]
Property, Plant and Equipment [Line Items]
Accumulated depreciation, depletion and amortization, property, plant, and equipment	$ 245,465	$ 154,253

SCHEDULE OF INTANGIBLE ASSETS (

SCHEDULE OF INTANGIBLE ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	$ 4,610,856	$ 6,387,464
Impairment of intangible assets		5,290,000
Impairment of intangible assets	347,110	1,139,908
Amortization expense	(1,429,498)	(640,906)
Intangible assets, net, beginning balance	6,387,464	2,878,278
Impairment of intangible assets	(347,110)	(1,139,908)
Trademark Muscle Maker Grill [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	669,992	1,525,653
Impairment of intangible assets
Impairment of intangible assets	(347,110)	(998,347)
Amortization expense	(508,551)
Intangible assets, net, beginning balance	1,525,653	2,524,000
Impairment of intangible assets	347,110	998,347
Franchise Agreements [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	135,659	162,439
Impairment of intangible assets
Impairment of intangible assets		(141,561)
Amortization expense	(26,780)	(50,278)
Intangible assets, net, beginning balance	162,439	354,278
Impairment of intangible assets		141,561
Trademark SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	29,080	38,075
Impairment of intangible assets		45,000
Impairment of intangible assets
Amortization expense	(8,995)	(6,925)
Intangible assets, net, beginning balance	38,075
Impairment of intangible assets
Domain Name SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	80,778	105,764
Impairment of intangible assets		125,000
Impairment of intangible assets
Amortization expense	(24,986)	(19,236)
Intangible assets, net, beginning balance	105,764
Impairment of intangible assets
Customer List SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	90,470	118,455
Impairment of intangible assets		140,000
Amortization expense	(27,985)	(21,545)
Intangible assets, net, beginning balance	118,455
Proprietary Recipes SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	103,396	135,378
Impairment of intangible assets		160,000
Impairment of intangible assets
Amortization expense	(31,982)	(24,622)
Intangible assets, net, beginning balance	135,378
Impairment of intangible assets
Non-Compete Agreement SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	106,751	193,339
Impairment of intangible assets		260,000
Impairment of intangible assets
Amortization expense	(86,588)	(66,661)
Intangible assets, net, beginning balance	193,339
Impairment of intangible assets
Trademark Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	117,881	152,862
Impairment of intangible assets		175,000
Impairment of intangible assets
Amortization expense	(34,981)	(22,138)
Intangible assets, net, beginning balance	152,862
Impairment of intangible assets
Franchisee License Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	2,322,125	2,599,473
Impairment of intangible assets		2,775,000
Impairment of intangible assets
Amortization expense	(277,348)	(175,527)
Intangible assets, net, beginning balance	2,599,473
Impairment of intangible assets
Proprietary Recipes Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	866,614	1,027,916
Impairment of intangible assets		1,130,000
Impairment of intangible assets
Amortization expense	(161,302)	(102,084)
Intangible assets, net, beginning balance	1,027,916
Impairment of intangible assets
Non-Compete Agreement Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
Intangible assets, net, ending balance	88,110	328,110
Impairment of intangible assets		480,000
Impairment of intangible assets
Amortization expense	(240,000)	(151,890)
Intangible assets, net, beginning balance	328,110
Impairment of intangible assets

SCHEDULE OF FUTURE AMORTIZATION

SCHEDULE OF FUTURE AMORTIZATION EXPENSE (Details)	Dec. 31, 2022 USD ($)
Indefinite-Lived Intangible Assets [Line Items]
2023	$ 1,104,055
2024	1,124,702
2025	594,359
2026	499,893
2027	465,430
Thereafter	995,972
Total	4,610,856
Trademark Muscle Maker Grill [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	334,997
2024	334,996
2025
2026
2027
Thereafter
Total	669,992
Franchise Agreements [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	26,780
2024	26,853
2025	26,780
2026	26,780
2027	26,780
Thereafter	1,686
Total	135,659
Trademark SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	8,995
2024	9,020
2025	8,995
2026	2,070
2027
Thereafter
Total	29,080
Domain Name SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	24,986
2024	25,055
2025	24,986
2026	5,751
2027
Thereafter
Total	80,778
Customer List SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	27,985
2024	28,061
2025	27,985
2026	6,439
2027
Thereafter
Total	90,470
Proprietary Recipes SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	31,982
2024	32,071
2025	31,982
2026	7,361
2027
Thereafter
Total	103,396
Non-Compete Agreement SuperFit [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	86,588
2024	20,163
2025
2026
2027
Thereafter
Total	106,751
Trademark Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	34,981
2024	35,077
2025	34,981
2026	12,842
2027
Thereafter
Total	117,881
Franchisee License Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	277,348
2024	278,108
2025	277,348
2026	277,348
2027	277,348
Thereafter	934,625
Total	2,322,125
Proprietary Recipes Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	161,303
2024	161,744
2025	161,303
2027	161,303
Thereafter	59,658
Total	866,614
Non-Compete Agreement Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
2023	88,110
2024
2025
2026
2027
Thereafter
Total	$ 88,110

SCHEDULE OF GOODWILL ASSETS (De

SCHEDULE OF GOODWILL ASSETS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Indefinite-Lived Intangible Assets [Line Items]
Goodwill net	$ 2,626,399	$ 656,348
Acquisitions		2,056,399
Impairment of goodwill		(86,348)
Goodwill, net	2,626,399	2,626,399
Muscle Maker Grill [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill net	570,000	656,348
Acquisitions
Impairment of goodwill		(86,348)
Goodwill, net	570,000	570,000
Pokemoto [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill net	1,798,399
Acquisitions		1,798,399
Impairment of goodwill
Goodwill, net	1,798,399	1,798,399
Super Fit Food [Member]
Indefinite-Lived Intangible Assets [Line Items]
Goodwill net	258,000
Acquisitions		258,000
Impairment of goodwill
Goodwill, net	$ 258,000	$ 258,000

GOODWILL AND OTHER INTANGIBLE_3

GOODWILL AND OTHER INTANGIBLE ASSETS, NET (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Amortization of intangible assets	$ 1,429,498	$ 640,906
Impairment of intangible assets finite lived	347,110	1,139,908
Goodwill impairment charge		$ 86,348
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
other intangible assets useful lives	2 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
other intangible assets useful lives	13 years

SCHEDULE OF ACCOUNTS PAYABLES A

SCHEDULE OF ACCOUNTS PAYABLES AND ACCRUED EXPENSES (Details) - USD ($)		Dec. 31, 2022	Dec. 31, 2021
Payables and Accruals [Abstract]
Accounts payable		$ 1,085,143	$ 911,415
Accrued payroll and bonuses		551,129	758,732
Accrued expenses		87,382	226,954
Accrued professional fees		185,000	185,872
Sales taxes payable (1)	[1]	44,615	125,550
Total Accounts Payable and Accrued Expenses		$ 1,953,269	$ 2,208,523
[1]See Note 15 – Commitments and Contingencies – Taxes for details related to delinquent sales taxes in 2021.

ACCRUED STOCK-BASED CONSULTIN_2

ACCRUED STOCK-BASED CONSULTING EXPENSES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Stock based consulting expenses	$ 3,601,987
Sadot LLC [Member]
Equity method investment ownership percentage	80%

SCHEDULE OF OUTSTANDING DEBT (D

SCHEDULE OF OUTSTANDING DEBT (Details)	Dec. 31, 2022 USD ($)
Short-Term Debt [Line Items]
Total debt	$ 981,178
12/31/2023 [Member]
Short-Term Debt [Line Items]
Total debt	222,356
12/31/2024 [Member]
Short-Term Debt [Line Items]
Total debt	137,159
12/31/2025 [Member]
Short-Term Debt [Line Items]
Total debt	79,315
12/31/2026 [Member]
Short-Term Debt [Line Items]
Total debt	$ 542,348

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)					12 Months Ended
	Jun. 21, 2021	May 09, 2020	Oct. 10, 2019	Apr. 11, 2018	Dec. 31, 2022	Dec. 31, 2021	Apr. 06, 2018
Short-Term Debt [Line Items]
Convertible notes payable						$ 100,000
Debt principal amount					$ 981,178
Convertible note payable gross					82,458	82,458
Repayments of notes payable					230,080	1,280,432
Other notes payable					$ 898,721
Minimum [Member]
Short-Term Debt [Line Items]
Interest rate					3.75%
Maximum [Member]
Short-Term Debt [Line Items]
Interest rate					8%
Pokemoto Acquisition [Member]
Short-Term Debt [Line Items]
Debt forgiven face amount					$ 139,877	151,176
Debt interest					1,402	1,589
Loans payable						291,053
Pokemoto Acquisition [Member] | Economic Injury Disaster Loans [Member]
Short-Term Debt [Line Items]
Loans payable						1,171,400
Paycheck Protection Program [Member]
Short-Term Debt [Line Items]
Company received loan proceeds		$ 866,300
2018 ARH Note [Member] | Former Parent [Member]
Short-Term Debt [Line Items]
Convertible notes payable							$ 475,000
Conversion price per share							$ 3.50
Debt principal amount				$ 392,542
Number of shares issued for conversion of debt				112,154
Notes Payable [Member] | Former Franchisee [Member]
Short-Term Debt [Line Items]
Proceeds from promissory notes			$ 300,000
Interest rate			8%
Debt instrument, term			5 years
Paycheck Protection Program Loan [Member]
Short-Term Debt [Line Items]
Debt forgiven	$ 875,974
Debt forgiven face amount	866,300
Debt interest	$ 9,674
Other Notes Payable [Member]
Short-Term Debt [Line Items]
Repayments of notes payable					$ 130,080	$ 1,280,432

SCHEDULE OF OPERATING LEASE ASS

SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Assets
Right to use asset	$ 2,432,894
Liabilities
Operating leases – current	560,444
Operating leases – non-current	2,018,851
Total lease liabilities	$ 2,579,295

SCHEDULE OF OPERATING LEASE LIA

SCHEDULE OF OPERATING LEASE LIABILITY MATURITY (Details)	Dec. 31, 2022 USD ($)
Leases [Abstract]
2023	$ 833,562
2024	769,663
2025	621,298
2026	413,364
2027	248,123
Thereafter	567,519
Total lease payments	3,453,529
Less imputed interest	(874,234)
Present value of lease liabilities	$ 2,579,295

SCHEDULE OF LEASE TERM AND DISC

SCHEDULE OF LEASE TERM AND DISCOUNT RATE (Details)	Dec. 31, 2022
Leases [Abstract]
Weighted-average remaining operating lease term (in year)	4 years 11 months 1 day
Weighted-average discount rate - operating leases	12%

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)		12 Months Ended
	Jan. 02, 2022	Dec. 31, 2022
Leases [Abstract]
Operating lease, description	The lease generally has remaining terms of 1-10 years and most lease included the option to extend the lease for an additional 5-year period.
Operating lease cost		$ 945,133

SCHEDULE OF DEFERRED REVENUE (D

SCHEDULE OF DEFERRED REVENUE (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Revenue from Contract with Customer [Abstract]
Deferred revenues, net	$ 1,371,170	$ 1,063,373
Less: deferred revenue, current	(95,392)	(49,728)
Deferred revenues, non-current	$ 1,275,778	$ 1,013,645

DEFERRED REVENUE (Details Narra

DEFERRED REVENUE (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2022
Revenue from Contract with Customer [Abstract]
Deferred revenue, revenue recognized	$ 91,881
Deferred revenue	$ 49,728	$ 95,392

SCHEDULE OF OTHER CURRENT LIABI

SCHEDULE OF OTHER CURRENT LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Other current liabilities	$ 181,615	$ 286,088
Gift Card Liability [Member]
Other current liabilities	25,432	27,633
Coop Advertising Fund Liability [Member]
Other current liabilities	77,811	126,564
Marketing Development Brand Fund Liability [Member]
Other current liabilities	35,424	14,330
Advertising Fund Liability [Member]
Other current liabilities	$ 42,948	$ 117,561

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating loss carryforwards	$ 10,614,916	$ 10,345,422
Receivable allowance	5,057	18,885
Stock-based compensation	14,825
Intangible assets	313,546	662,357
Property and equipment
Deferred rent		12,935
Other carryforwards	279
Deferred revenues	204,473	177,191
Leases	31,638
Gross deferred tax asset	11,184,734	11,216,790
Property and equipment	(159,762)	(447,944)
Gross deferred tax liabilities	(159,762)	(447,944)
Net deferred tax assets	11,024,972	10,768,846
Valuation allowance	(11,024,972)	(10,768,846)
Net deferred tax asset, net of valuation allowance

SCHEDULE OF INCOME TAX Expense

SCHEDULE OF INCOME TAX Expense (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Federal:
Current
Deferred
State and local:
Current	24,771	6,033
Deferred
Federal, State and local, tax expense	24,771	6,033
Change in valuation allowance
Income tax expense	$ 24,771	$ 6,033

SCHEDULE OF RECONCILIATION OF S

SCHEDULE OF RECONCILIATION OF STATUTORY FEDERAL INCOME TAX RATE (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Federal income tax benefit at statutory rate	21%	21%
State income tax benefit, net of federal impact	(0.50%)	7%
Permanent differences	(0.10%)	(0.00%)
PPP loan forgiveness	0.40%
Return to provision adjustments	3.30%
Deferred tax asset true up- State	(14.50%)
Deferred tax asset true up- Federal	(6.80%)
Other		(1.70%)
Change in valuation allowance	(3.30%)	(26.30%)
Effective income tax rate	(0.50%)	0%

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Net operating losses of federal and state	$ 63,200,000
Operating loss carryforward expiration term	will expire from 2035 to 2037 for federal and state purposes.
Operating loss carryforwards, valuation allowance	$ 11,024,972	$ 10,768,846
Valuation allowance increased	$ 256,126

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)

12 Months Ended

Nov. 16, 2022

Oct. 12, 2022

Jul. 14, 2022

Apr. 24, 2022

Mar. 31, 2022

Feb. 24, 2022

Feb. 09, 2022

Jan. 18, 2022

Jan. 06, 2022

Dec. 27, 2021

Dec. 07, 2021

Dec. 03, 2021

Nov. 17, 2021

Oct. 25, 2021

Oct. 22, 2021

Oct. 21, 2021

Oct. 11, 2021

Aug. 24, 2021

May 06, 2021

Apr. 30, 2021

Apr. 07, 2021

Mar. 31, 2021

Mar. 22, 2021

Mar. 08, 2021

Feb. 07, 2021

Feb. 03, 2021

Jan. 23, 2020

Mar. 07, 2019

Dec. 31, 2022

Dec. 31, 2021

Nov. 14, 2022

Nov. 11, 2022

Oct. 07, 2021

Loss Contingencies [Line Items]

Shares issued for chair of such committee

$ 17,552

$ 1,327,027

Number of common stock shares issued

1,209,604

6,772,000

1,250,000

Common stock, par value

$ 0.0001

$ 0.0001

$ 0.0001

$ 0.0001

$ 0.0001

Share price

$ 1.5625

Common stock, shares issued

29,287,212

26,110,268

Common stock, shares outstanding

29,287,212

26,110,268

Percentage of issued and outstanding

49.90%

Deferred revenue

$ 1,371,170

$ 1,063,373

Convertible notes payable

100,000

Sales Taxes [Member]

Loss Contingencies [Line Items]

Accrued for sales tax payable includes interest payable, amount

44,615

125,550

Restaurant [Member]

Loss Contingencies [Line Items]

Royalty fee

$ 1,000

Maximum [Member]

Loss Contingencies [Line Items]

Notes payable

$ 71,520,462

Aggia Llc Fc [Member]

Loss Contingencies [Line Items]

Common stock, shares issued

14,424,275

Common stock, shares outstanding

14,424,275

Percentage of issued and outstanding

19.99%

Resolute Contractors, Inc [Member]

Loss Contingencies [Line Items]

Litigation Settlement, Amount Awarded to Other Party

$ 32,809

Upon Completion of Agreement [Member]

Loss Contingencies [Line Items]

Stock issued during period shares issuable for services

30,000

40,000

Consultant [Member]

Loss Contingencies [Line Items]

Stock issued during period shares issuable for services

160,000

40,000

Shares issued for chair of such committee

$ 177,600

$ 40,800

Value of issued shares of common stock

$ 15,600

$ 7,400

$ 84,975

$ 15,150

$ 20,999

$ 214,500

$ 14,700

$ 42,600

Number of common stock shares issued

30,000

10,000

82,500

15,000

15,000

150,000

10,000

20,000

Board of Directors Chairman [Member]

Loss Contingencies [Line Items]

Number of common stock shares issued

75,792

74,019

53,961

39,573

24,275

20,829

12,711

16,126

Cash compensation

12,000

$ 22,000

Director [Member]

Loss Contingencies [Line Items]

Shares issued for chair of such committee

8,000

Committee [Member]

Loss Contingencies [Line Items]

Shares issued for chair of such committee

6,000

Chair of Committee [Member]

Loss Contingencies [Line Items]

Shares issued for chair of such committee

4,000

Board Compensation [Member]

Loss Contingencies [Line Items]

Cash compensation

33,000

Accrued liabilities

28,487

Note Holder [Member]

Loss Contingencies [Line Items]

Value of issued shares of common stock

$ 40,000

Convertible notes payable

110,000

Promissory note

100,000

Litigation Settlement, Expense

$ 171,035

Accrued interest

$ 30,000

$ 30,000

Chief Accounting Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

$ 175,000

Salary percentage

25%

Shares of common stock issued

25,000

Weighted average remaining contractual term

5 years

Consulting Agreement [Member]

Loss Contingencies [Line Items]

Agreement term description

The term of the agreement was for five months from the effective date on March 8, 2021.

The term of the agreement is for five months from the effective date on February 7, 2021.

Stock issued during period shares issuable for services

70,000

60,000

30,000

40,000

Shares issued for chair of such committee

$ 31,800

$ 42,400

Value of issued shares of common stock

$ 250,000

Number of common stock shares issued

150,000

Consulting Agreement [Member] | Consultant [Member]

Loss Contingencies [Line Items]

Stock issued during period shares issuable for services

100,000

100,000

Franchise Agreement [Member]

Loss Contingencies [Line Items]

Deferred revenue

425,222

$ 217,500

Master Franchise Agreement [Member]

Loss Contingencies [Line Items]

Consideration payable

150,000

Initial deposit

50,000

Master Franchise Agreement [Member] | Restaurant [Member]

Loss Contingencies [Line Items]

Consideration payable

$ 20,000

Litigations, Claims and Assessments [Member]

Loss Contingencies [Line Items]

Debt payment

$ 10,000

Litigation Settlement, Amount Awarded to Other Party

$ 130,185

Roper Agreement [Member] | Chief Executive Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

$ 350,000

Additional bonus

50,000

Roper Agreement [Member] | Designated Directors [Member]

Loss Contingencies [Line Items]

Additional bonus

25,000

Black Agreement [Member] | Designated Directors [Member]

Loss Contingencies [Line Items]

Additional bonus

25,000

Black Agreement [Member] | Chief Financial Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

190,000

Additional bonus

$ 50,000

Salary percentage

50%

Miller Agreement [Member] | Designated Directors [Member]

Loss Contingencies [Line Items]

Additional bonus

$ 25,000

Miller Agreement [Member] | Chief Operating Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

$ 275,000

Salary percentage

75%

Mohan Agreement [Member] | Chief Investment Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

$ 200,000

Additional bonus

$ 50,000

Salary percentage

75%

accrued bonus payments

$ 25,000

Infante Agreement [Member] | Chief Marketing Officer [Member]

Loss Contingencies [Line Items]

Officers compensation

175,000

Additional bonus

$ 25,000

Salary percentage

25%

SUMMARY OF OPERATING SEGMENTS (

SUMMARY OF OPERATING SEGMENTS (Details) - USD ($)			12 Months Ended
		May 06, 2021	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information [Line Items]
Revenues			$ 161,698,417	$ 10,349,636
Operating Loss			(8,117,150)	(9,447,294)
Other income/ (expense)			44,944	(9,097)
Interest expense, net			(6,730)	(69,514)
Change in fair value of accrued compensation		$ 127,500		127,500
Gain on debt extinguishment			141,279	1,228,308
Loss before income taxes			(7,937,657)	(8,170,097)
Muscle Maker Grill Division [Member]
Segment Reporting Information [Line Items]
Revenues			4,443,177	5,530,803
Operating Loss			(938,261)	(493,635)
Pokemoto Division [Member]
Segment Reporting Information [Line Items]
Revenues			4,952,959	2,685,498
Operating Loss			92,884	632,929
Non Traditional Hybrid Division [Member]
Segment Reporting Information [Line Items]
Revenues			383,270	665,884
Operating Loss			(328,577)	(1,009,774)
Super Fit Foods Division [Member]
Segment Reporting Information [Line Items]
Revenues			1,333,367	1,467,451
Operating Loss			37,885	192,789
Sadot Division [Member]
Segment Reporting Information [Line Items]
Revenues			150,585,644
Operating Loss			4,548,440
Corporate and Unallocated General and Administrative Expenses [Member]
Segment Reporting Information [Line Items]
Operating Loss	[1]		(6,149,801)	(8,088,682)
Stock Based Consulting Expenses [Member]
Segment Reporting Information [Line Items]
Operating Loss			(3,601,987)
Unallocated Operating Other Income Expense [Member]
Segment Reporting Information [Line Items]
Operating Loss	[2]		$ (1,777,733)	$ (680,921)
[1]Includes charges related to corporate expense that the Company does not allocate to the respective divisions. For the years ended December 31, 2022 and 2021, the largest portion of this expense related to corporate payroll, benefits and other compensation expenses of $ 3,682,605 3,198,844 1,010,866 3,707,773

SUMMARY OF OPERATING SEGMENTS_2

SUMMARY OF OPERATING SEGMENTS (Details) (Parenthetical) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting [Abstract]
Other compensation expense	$ 3,682,605	$ 3,198,844
Professional fees	$ 1,010,866	$ 3,707,773

SCHEDULE OF ACTIVITY RELATED TO

SCHEDULE OF ACTIVITY RELATED TO RESTRICTED COMMON STOCK (Details) - Restricted Common Stock [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Restricted Common Stock, Outstanding Beginning		1,200
Weighted Average Grant Date Fair Value, Outstanding Beginning		$ 65.33
Restricted Common Stock, Granted	20,000	221,783
Weighted Average Grant Date Fair Value, Granted	$ 0.54	$ 2.87
Restricted Common Stock, Forfeited
Weighted Average Grant Date Fair Value, Forfeited
Restricted Common Stock, Vested	(20,000)	(222,983)
Weighted Average Grant Date Fair Value, Vested	$ 0.54	$ 3.21
Restricted Common Stock, Outstanding Ending
Weighted Average Grant Date Fair Value, Outstanding Ending

SCHEDULE OF OPTION ACTIVITY (De

SCHEDULE OF OPTION ACTIVITY (Details) - $ / shares		12 Months Ended
	Oct. 10, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Weighted Average Exercise Price, Outstanding Beginning	$ 0.41
Share-Based Payment Arrangement, Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of Options, Outstanding Beginning		100,000	300,000
Number of Options, Weighted Average Exercise Price, Outstanding Beginning		$ 5	$ 3.33
Number of Options, Weighted Average Remaining Life In Years, Outstanding Ending		3 years 6 months 21 days	1 year 11 months 1 day	1 year 1 month 6 days
Number of Options, Outstanding Beginning		337,500
Number of Options, Weighted Average Exercise Price, Outstanding Beginning		$ 0.41
Number of Options, Outstanding Beginning
Number of Options, Weighted Average Exercise Price, Outstanding Beginning
Number of Options, Outstanding Beginning		(25,000)	(200,000)
Number of Options, Weighted Average Exercise Price, Outstanding Beginning		$ 0.41	$ 2.50
Number of Options, Weighted Average Remaining Life In Years, issued		4 years 4 months 24 days
Number of Options, Outstanding Beginning		412,500	100,000	300,000
Number of Options, Weighted Average Exercise Price, Outstanding Beginning		$ 1.52	$ 5	$ 3.33
Number of Options, Outstanding Beginning		144,375
Number of Options, Weighted Average Exercise Price, Outstanding Beginning		$ 3.59
Number of Options, Weighted Average Remaining Life In Years, Exercisable		1 year 11 months 23 days

SCHEDULE OF STOCK OPTIONS ASSUM

SCHEDULE OF STOCK OPTIONS ASSUMPTIONS (Details) - Share-Based Payment Arrangement, Option [Member]	12 Months Ended
	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Contractual term (years)	5 years
Expected dividends
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	1.53%
Expected volatility	59.10%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Risk free interest rate	4.33%
Expected volatility	156.87%

SCHEDULE OF WARRANTS ACTIVITY (

SCHEDULE OF WARRANTS ACTIVITY (Details) - Warrant [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of Warrants, Outstanding Beginning	20,284,016	2,582,857
Weighted Average Exercise Price, Outstanding Beginning	$ 1.66	$ 4.08
Weighted Average Remaining Life In Years, Outstanding Beginning		4 years	3 years 3 months 18 days
Number of Warrants, Issued	597,819	21,869,064
Weighted Average Exercise Price, Issued	$ 2.01	$ 0.46
Number of Warrants, Exercised	(2,848,195)	(4,075,337)
Weighted Average Exercise Price, Exercised	$ 0.01	$ 0.01
Number of Warrants, Forfeited		(92,568)
Weighted Average Exercise Price, Forfeited		$ 19.99
Number of Warrants, Outstanding Ending	18,033,640	20,284,016	2,582,857
Weighted Average Exercise Price, Outstanding Ending	$ 1.93	$ 1.66	$ 4.08
Weighted Average Remaining Life In Years, Outstanding Ending	3 years 6 months
Number of Warrants, Exercisable	18,033,640
Weighted Average Exercise Price, Exercisable	$ 1.93
Weighted Average Remaining Life In Years, Exercisable	3 years 6 months

EQUITY (Details Narrative)

EQUITY (Details Narrative) - USD ($)																																12 Months Ended
	Nov. 29, 2022	Oct. 12, 2022	Oct. 10, 2022	Jul. 14, 2022	Jun. 30, 2022	May 02, 2022	Mar. 31, 2022	Feb. 24, 2022	Jan. 18, 2022	Jan. 06, 2022	Jan. 03, 2022	Dec. 27, 2021	Dec. 23, 2021	Dec. 07, 2021	Dec. 03, 2021	Nov. 17, 2021	Oct. 22, 2021	Oct. 21, 2021	Oct. 11, 2021	Aug. 26, 2021	Aug. 24, 2021	May 28, 2021	May 27, 2021	May 24, 2021	May 06, 2021	Apr. 30, 2021	Apr. 07, 2021	Mar. 31, 2021	Feb. 11, 2021	Feb. 03, 2021	Jan. 02, 2021	Dec. 31, 2022	Dec. 31, 2021	Nov. 14, 2022	Jun. 08, 2022	Apr. 04, 2022	Oct. 07, 2021	Oct. 06, 2021	Apr. 06, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock, shares authorized																																50,000,000	50,000,000				50,000,000	25,000,000
Common stock, par value																$ 0.0001																$ 0.0001	$ 0.0001	$ 0.0001			$ 0.0001
Shares issued of common stock								1,209,604								6,772,000											1,250,000
Accrued compensation																									$ 127,500								$ 127,500
Cancellation of common stock shares																							11,879
Number of shares issued for services, value																																17,552	1,327,027
Number of shares authorized to issue	438,085							1,209,604		39,573	1,200,000																									20,000
Warrants or rights								1,210,110			1,200,215
[custom:AggregatePurchasePriceOfCommonStock-0]																$ 15,000,000											$ 10,000,000
Sale of Stock, Price Per Share																$ 1.385											$ 2.43
Common stock warrant value																$ 1.385											$ 0.01
Warrant expiration term																5 years											5 years 6 months
Common stock percent																4%																							4%
Number of new stock issued during the period			25,000
Stock option, exercise price			$ 0.41
Share based compensation																																$ 152,928	$ 2,207,046
Employment Agreement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of new stock issued during the period						312,500
Stock option, exercise price						$ 0.41
Private Placement [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock warrant value																$ 1.662																							$ 2.916
Common stock percent																																							8%
Private Placement [Member] | Maximum [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock percent																8%
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of common stock					30,910
Cancellation of common stock shares																																	11,879
Shares issued as services																																35,000	852,500
Number of shares issued for services, value																																$ 7	$ 86
Warrants or rights																10,830,305
Restricted stock issued																																	1,200
Common Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants or rights																											4,115,227
Prefunded Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Warrants or rights																4,058,305											2,865,227
Common stock warrant value																$ 0.0001											$ 2.42
Warrant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of common stock	438,085										1,200,000		1,210,110									1,400,000		1,465,227
Common stock warrant value																$ 1.3849
Proceeds from Warrant Exercises	$ 44												$ 121									$ 14,000		$ 14,652
Share based compensation																																140,377	$ 2,207,046
Warrant [Member] | General and Administrative Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation																																$ 140,377	2,200,274
Warrant [Member] | Operating Expense [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Share based compensation																																	$ 6,772
Investor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of common stock																				1,100
Value of issued shares of common stock																				$ 1,540
Cancellation of common stock shares																							11,879
Consultant [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of common stock									30,000			10,000			82,500		15,000				15,000				150,000	10,000				20,000
Value of issued shares of common stock									$ 15,600			$ 7,400			$ 84,975		$ 15,150				$ 20,999				$ 214,500	$ 14,700				$ 42,600
Shares issued as services														160,000					40,000
Number of shares issued for services, value														$ 177,600					$ 40,800
Board of Directors Chairman [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares issued of common stock		75,792		74,019			53,961			39,573								24,275			20,829							12,711		16,126
Number of shares authorized to issue		75,792		74,019
Contractor [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Number of shares authorized to issue																																			5,000
Employees and Consultants [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock issued																															1,200
Executive and Employee [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Restricted stock issued																													221,783
Officer [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Shares forfeited																																25,000
2020 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares reserved for future issuance																																1,750,000
Shares issued																																889,756
2021 Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares reserved for future issuance																																1,500,000
Shares issued																																625,120
Options to purchase shares																																312,500

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Mar. 21, 2023	Mar. 15, 2023	Feb. 27, 2023	Nov. 16, 2022	Oct. 12, 2022	Jul. 14, 2022	Mar. 31, 2022	Feb. 24, 2022	Jan. 06, 2022	Nov. 17, 2021	Oct. 21, 2021	Aug. 24, 2021	Apr. 07, 2021	Mar. 31, 2021	Feb. 03, 2021	Feb. 28, 2023	Jan. 31, 2023	Jan. 05, 2023	Dec. 31, 2022	Nov. 29, 2022	Nov. 14, 2022	Apr. 04, 2022	Jan. 03, 2022	Dec. 31, 2021	Oct. 07, 2021	Oct. 06, 2021
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized								1,209,604	39,573											438,085		20,000	1,200,000
Number of new stock issued during the period								1,209,604		6,772,000			1,250,000
Common stock, shares authorized																			50,000,000					50,000,000	50,000,000	25,000,000
Common stock, par value										$ 0.0001									$ 0.0001		$ 0.0001			$ 0.0001	$ 0.0001
Board of Directors Chairman [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized					75,792	74,019
Number of new stock issued during the period					75,792	74,019	53,961		39,573		24,275	20,829		12,711	16,126
Chief Financial Officer [Member] | Black Agreement [Member]
Subsequent Event [Line Items]
Officers compensation				$ 190,000
Salary percentage				50%
Additional bonus				$ 50,000
Designated Directors [Member] | Black Agreement [Member]
Subsequent Event [Line Items]
Additional bonus				$ 25,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of new stock issued during the period		68,928	531,072
Stock option, exercise price		$ 1.505	$ 1.505
Shares issued price per share																	$ 1
Common stock, shares authorized																150,000,000
Common stock, par value																$ 0.0001
Subsequent Event [Member] | Two Thousand And Twenty Three Plan [Member]
Subsequent Event [Line Items]
Reversed issuance of common stock shares																2,500,000
Shares issued																68,928
Subsequent Event [Member] | Board of Directors Chairman [Member]
Subsequent Event [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized																		31,308
Subsequent Event [Member] | Chief Financial Officer [Member] | Black Agreement [Member]
Subsequent Event [Line Items]
Officers compensation	$ 250,000
Salary percentage	50%
Additional bonus	$ 50,000
Subsequent Event [Member] | Designated Directors [Member] | Black Agreement [Member]
Subsequent Event [Line Items]
Additional bonus	$ 25,000