Edible Garden (EDBL) 10-Q 10 Aug 23 2023 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 10, 2023
Cover [Abstract]
Entity Registrant Name	EDIBLE GARDEN AG INCORPORATED
Entity Central Index Key	0001809750
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Jun. 30, 2023
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		2,827,082
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	001-41371
Entity Incorporation State Country Code	DE
Entity Tax Identification Number	85-0558704
Entity Address Address Line 1	283 County Road 519
Entity Address City Or Town	Belvidere
Entity Address State Or Province	NJ
Entity Address Postal Zip Code	07823
City Area Code	908
Local Phone Number	750-3953
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	EDBL
Security Exchange Name	NASDAQ
Entity Interactive Data Current	Yes

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 1,368	$ 110
Accounts receivable, net	2,672	1,105
Inventory	482	586
Prepaid expenses and other current assets	177	62
Total current assets	4,699	1,863
Property, equipment and leasehold improvements, net	4,929	4,891
Intangible assets, net	48	50
Other assets	117	161
TOTAL ASSETS	9,793	6,965
Current liabilities:
Accounts payable and other accrued expenses	1,528	2,787
Short-term debt, net of discounts	374	2,042
Total current liabilities	1,902	4,829
Long-term liabilities:
Long-term debt, net of discounts	4,231	4,282
Long-term lease liabilities	0	34
Total long-term liabilities	4,231	4,316
Total liabilities	6,133	9,145
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock ($0.0001 par value, 10,000,000 shares authorized, 2,827,082 and 362,716 shares outstanding as of June 30, 2023 and December 31, 2022, respectively (1))	0	0
Series A Convertible Preferred stock ($0.0001 par value, 10,000,000 shares authorized; nil shares outstanding as of June 30, 2023 and December 31, 2022)	0	0
Additional paid-in capital	27,249	17,892
Accumulated deficit	(23,589)	(20,072)
Total stockholders' equity (deficit)	3,660	(2,180)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 9,793	$ 6,965

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	10,000,000	10,000,000
Common stock, shares outstanding	2,827,082	362,716
Series A Convertible Preferred Stocks [Member]
Preffered Stock, shares par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	10,000,000	10,000,000
Preferred stock, shares outstanding	0	0

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Revenue	$ 4,221	$ 2,985	$ 6,676	$ 5,722
Cost of goods sold	3,668	2,779	6,148	5,611
Gross profit	553	206	528	111
Selling, general and administrative expenses	2,380	2,733	5,071	4,340
Loss from operations	(1,827)	(2,527)	(4,543)	(4,229)
Other income (expenses)
Interest expense, net	(44)	(1,234)	(277)	(1,737)
Gain (Loss) from extinguishment of debt	0	(826)	70	(826)
Employee retention credit	1,233	0	1,233	0
Other income / (loss)	0	(189)	0	(590)
Total other income (expenses)	1,189	(2,249)	1,026	(3,153)
NET LOSS	$ (638)	$ (4,776)	$ (3,517)	$ (7,382)
Net Income / (Loss) per common share - basic and diluted (1)	$ (0.24)	$ (20.44)	$ (1.78)	$ (36.64)
Weighted-Average Number of Common Shares Outstanding - Basic and Diluted (1)	2,641,485	233,617	1,975,907	201,461

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($)	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Preferred Series A
Balance, shares at Dec. 31, 2021		166,667
Balance, amount at Dec. 31, 2021	$ (7,107,000)	$ 0	$ 512,000	$ (7,619,000)	$ 0
Issuance of warrants	101,000	$ 0	101,000	0	0
Issuance of common stock, shares		107,000
Issuance of common stock, amount	13,869,000	$ 0	13,869,000	0	0
Conversion of debt to common stock, shares		14,831
Conversion of debt to common stock, amount	1,878,000	$ 0	1,878,000	0	0
Modification of warrants	189,000	0	189,000	0	0
Net Income (Loss)	(7,382,000)	0	0	(7,382,000)	0
Balance, amount at Jun. 30, 2022	1,548,000	$ 0	16,549,000	(15,001,000)	0
Balance, shares at Jun. 30, 2022		288,498
Balance, shares at Dec. 31, 2021		166,667
Balance, amount at Dec. 31, 2021	(7,107,000)	$ 0	512,000	(7,619,000)	0
Balance, amount at Dec. 31, 2022	(2,180,000)	$ 0	17,892,000	(20,072,000)	0
Balance, shares at Dec. 31, 2022		362,716
Balance, shares at Mar. 31, 2022		169,333
Balance, amount at Mar. 31, 2022	(9,212,000)	$ 0	1,013,000	(10,225,000)
Issuance of common stock, shares		104,333
Issuance of common stock, amount	13,469,000	$ 0	13,469,000	0
Conversion of debt to common stock, shares		14,831
Conversion of debt to common stock, amount	1,878,000	$ 0	1,878,000	0
Modification of warrants	189,000	0	189,000	0
Net Income (Loss)	(4,776,000)	0	0	(4,776,000)
Balance, amount at Jun. 30, 2022	1,548,000	$ 0	16,549,000	(15,001,000)	0
Balance, shares at Jun. 30, 2022		288,498
Balance, shares at Dec. 31, 2022		362,716
Balance, amount at Dec. 31, 2022	$ (2,180,000)	$ 0	17,892,000	(20,072,000)	0
Issuance of common stock, shares	2,464,366
Net Income (Loss)	$ (3,517,000)	$ 0	0	(3,517,000)	0
Issuance of common stock and warrants in public offering, net of expenses, shares		1,619,000
Issuance of common stock and warrants in public offering, net of expenses, amount	9,258,000	$ 0	9,258,000	0	0
Exercises of warrants, shares		836,040
Exercises of warrants, amount	0	$ 0	0	0	0
Issuance of common stock for Directors' fees, shares		6,985
Issuance of common stock for Directors' fees, amount	73,000	$ 0	73,000	0	0
Issuance of common stock to employees and consultants, shares		2,341
Issuance of common stock to employees and consultants, amount	30,000	$ 0	30,000	0	0
Series A Preferred dividend	(4,000)	0	(4,000)	0	0
Balance, amount at Jun. 30, 2023	3,660,000	$ 0	27,249,000	(23,589,000)	0
Balance, shares at Jun. 30, 2023		2,827,082
Balance, shares at Mar. 31, 2023		1,989,645
Balance, amount at Mar. 31, 2023	4,295,000	$ 0	27,246,000	(22,951,000)
Net Income (Loss)	(638,000)	$ 0	0	(638,000)
Exercises of warrants, shares		836,040
Exercises of warrants, amount	0	$ 0	0	0
Issuance of common stock for Directors' fees, shares		1,397
Issuance of common stock for Directors' fees, amount	3,000	$ 0	3,000	0
Balance, amount at Jun. 30, 2023	$ 3,660,000	$ 0	$ 27,249,000	$ (23,589,000)	$ 0
Balance, shares at Jun. 30, 2023		2,827,082

UNAUDITED CONDENSED CONSOLIDA_3

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) shares in Thousands, $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (3,517)	$ (7,382)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	707	386
Amortization of operating lease right of use asset	44	37
Amortization of debt discount	5	888
(Gain) / Loss on extinguishment of debt	(70)	826
Stock-based compensation	30	0
Stock issued as payment for fees and services	0	400
Stock issued to Directors	73	0
Expense for modification of warrants	0	189
Other non-cash expenses	5	0
Change in operating assets and liabilities:
Accounts receivable	(1,568)	(23)
Inventory	104	(34)
Prepaid expenses and other current assets	(115)	(78)
Other assets	0	(11)
Accounts payable and accrued expenses	(1,222)	(762)
Operating lease liabilities	(44)	(37)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	(5,568)	(5,601)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements	(591)	(33)
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES	(591)	(33)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, including related parties	175	1,565
Payments of debt principal, including related parties	(2,012)	(3,289)
Payment of debt issuance costs	0	(180)
Proceeds from common stock and warrants issued in public offering	9,398	14,654
Payment of costs related to public offerings	(140)	(1,443)
Payment of preferred stock dividends	(4)	0
NET CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES	7,417	11,307
NET CHANGE IN CASH	1,258	5,673
Cash at beginning of period	110	31
CASH AT END OF PERIOD	1,368	5,704
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	275	90
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Trucks acquired with debt	152	$ 0
Debt and interest converted into common stock		1,878
Stock issued for debt extinguishment	0	$ 258
Warrants issued with debt	$ 0	$ 101

ORGANIZATION NATURE OF BUSINESS

ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2023
ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION
ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION	NOTE 1 – ORGANIZATION, NATURE OF BUSINESS, AND BASIS OF PRESENTATION Organization and Recent Developments Edible Garden Corp., a Nevada corporation, was incorporated on April 9, 2013. On March 28, 2020, Edible Garden Inc., a Wyoming corporation, was incorporated for the purpose of acquiring substantially all of the operating assets of Edible Garden Corp., which was a separately identified reportable segment of its parent company Unrivaled Brands, Inc. (formerly known as Terra Tech Corporation). The acquisition was completed on March 30, 2020. Prior to March 30, 2020 Edible Garden AG Incorporated had no operations. Hereafter, Edible Garden AG Incorporated and its subsidiaries will collectively be referred to as “Edible Garden,” “we,” “us,” “our,” or the “Successor.” Edible Garden Corp., a wholly owned subsidiary of Unrivaled Brands, Inc. will be referred to as the “Predecessor.” Throughout these financial statements, the Successor and the Predecessor are also referred to as “the Company” and used interchangeably, unless otherwise noted. We authorized 100,000 shares of common stock, par value $0.0001 per share, at formation. On October 14, 2020, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 20,000,000. On June 30, 2021, we simultaneously (1) converted Edible Garden from a Wyoming into a Delaware corporation, (2) declared a 1-for-2 reverse stock split of our common stock, and (3) increased the total number of authorized common shares to 50,000,000. On September 8, 2021, we simultaneously declared a 20-for-1 forward stock split of our common stock and increased the number of authorized common shares to 200,000,000. On January 18, 2022, the Company’s board of directors and stockholders approved a 1-for-5 reverse stock split of its outstanding common stock, which became effective on May 3, 2022. On January 26, 2023, we effected a reverse stock split of 1-for-30 and decreased the total number of authorized common shares to 6,666,667. On June 8, 2023, our stockholders approved an amendment (the “Certificate of Amendment”) to the Company’s Certificate of Incorporation to increase the number of authorized shares of common stock, par value $0.0001 per share, from 6,666,667 shares to 10,000,000 shares. Following this approval, the Company filed the Certificate of Amendment with the Secretary of State of the State of Delaware and it became effective on June 8, 2023. All historical share and per share amounts reflected throughout this report have been adjusted to reflect the stock splits described above. Nature of Business Edible Garden is a retail seller of locally grown hydroponic produce, which is distributed throughout the Northeast and Midwest. Currently, Edible Garden’s products are sold at approximately 4,500 supermarkets. Our target customers are those individuals seeking fresh produce locally grown using environmentally sustainable methods. Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed with the Securities and Exchange Commission (“SEC”) pursuant to Section 13 or 15(d) under the Securities Exchange Act of 1934. The December 31, 2022 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2022. The results of operations for the interim periods are not necessarily indicative of the results of operations to be expected for the full year. All intercompany transactions and balances have been eliminated in consolidation. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the Company’s financial position as of June 30, 2023 and December 31, 2022, and the unaudited condensed consolidated results of operations and cash flows for the six-month periods ended June 30, 2023 and 2022 have been included. Going Concern The accompanying financial statements have been prepared assuming that we will continue as a going concern. In an effort to achieve liquidity that would be sufficient to meet all of our commitments, we have undertaken a number of actions, including minimizing capital expenditures and reducing recurring expenses. However, we believe that even after taking these actions, we will not have sufficient liquidity to satisfy all of our future financial obligations. The risks and uncertainties surrounding our ability to continue our business with limited capital resources raise substantial doubt as to our ability to continue as a going concern. See Note 12, “ Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Adoption of New Accounting Standards In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. This amendment was adopted effective January 1, 2023 with no impact to our financial statements. Use of Estimates The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Examples of significant estimates and assumptions include provisions for doubtful accounts, accrued liabilities, discount rates used in the measurement and recognition of lease liabilities and valuation of our common stock. These estimates generally involve complex issues and require us to make judgments, involving an analysis of historical and future trends, that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates. Trade and Other Receivables The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. The reserve for doubtful accounts was $98,858 as of June 30, 2023 and December 31, 2022. The following table presents a summary of our receivables as of June 30, 2023 and December 31, 2022: (in thousands) June 30, December 31, 2023 2022 Trade receivables, net of reserves $ 1,439 $ 1,105 Other receivables 1,233 - Total receivables $ 2,672 $ 1,105 The Employee Retention Credit, as originally enacted on March 27, 2020 by the CARES Act, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020, and before January 1, 2021. The Taxpayer Certainty and Disaster Tax Relief Act (the “Relief Act”), enacted on December 27, 2020, amended, and extended the Employee Retention Credit. On March 1, 2021, the IRS released Notice 2021-20 Accounts Receivable, Net. Employee retention credit” unaudited condensed consolidated statement of operations during the three and six months ended June 30, 2023. Concentrations of Credit Risk The Company maintains a cash balance in a financial institution that is insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations. The amount in excess of insured limitations was approximately $1,160,844 and nil as of June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023, five customers accounted for approximately 81% of our total revenue. During the six months ended June 30, 2022, four customers accounted for 84% of our total revenue. This concentration of customers leaves us exposed to the risks associated with the loss of one or more of these significant customers, which would materially and adversely affect our revenues and results of operations. As of June 30, 2023 and December 31, 2022, approximately 83% and 61% of our gross outstanding trade receivables were attributed to four and three customers, respectively. Inventory We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its net realizable value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Our reserve estimates have historically been consistent with our actual experience as evidenced by actual sale or disposal of the goods. The inventory reserve was nil as of June 30, 2023 and December 31, 2022. Prepaid Expenses Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments. Property, Equipment and Leasehold Improvements, Net Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Our fixed assets, which are comprised of leasehold improvements, equipment and vehicles, have useful lives of five years. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” “Property, Equipment and Leasehold Improvements, Net” Intangible Assets Intangible assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period the impairment is identified. Revenue Recognition and Performance Obligations Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. Payments from our customers are due upon delivery or within a short period after delivery. Disaggregation of Revenue The following table includes revenue disaggregated by revenue stream for the six months ended June 30, 2023 and 2022: (in thousands) Six Months Ended, June 30, 2023 June 30, 2022 Herbs, Produce & Floral $ 5,578 $ 5,054 Vitamins and Supplements 1,098 668 Total $ 6,676 $ 5,722 Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC Topic 606. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606, generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or variable consideration. Cost of Goods Sold Cost of goods sold includes materials, labor and overhead costs incurred in cultivating, producing, and shipping our products. Advertising Expenses The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.” Loss Per Common Share In accordance with the provisions of ASC 260, “Earnings Per Share,” Income Taxes The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations. Segment reporting The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision makers are the Chief Executive Officer and its Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas.

INVENTORY

INVENTORY	6 Months Ended
	Jun. 30, 2023
INVENTORY
INVENTORY	NOTE 3 – INVENTORY Inventory as of June 30, 2023 and December 31, 2022 consisted of the following: (in thousands) June 30, December 31, 2023 2022 Raw materials $ 157 $ 298 Work-in-progress 278 288 Finished goods 47 - Total inventory $ 482 $ 586

PROPERTY EQUIPMENT AND LEASEHOL

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET	6 Months Ended
	Jun. 30, 2023
PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	NOTE 4 – PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET The following table summarizes property, equipment and leasehold improvements as of June 30, 2023 and December 31, 2022: (in thousands) June 30, December 31, 2023 2022 Furniture and equipment $ 1,998 $ 1,408 Computer hardware 6 4 Leasehold improvements 5,191 5,192 Vehicles 456 304 Land 202 202 Construction in progress 4 4 Subtotal 7,857 7,114 Less accumulated depreciation (2,928 ) (2,223 ) Property, equipment and leasehold improvements, net $ 4,929 $ 4,891 Depreciation expense related to property, equipment and leasehold improvements for the six months ended June 30, 2023 and 2022 was $705,118 and $385,515, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS The following table summarizes intangible assets as of June 30, 2023 and December 31, 2022: (in thousands) June 30, 2023 December 31, 2022 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Pulp brand recipes 15 $ 50 $ (2 ) $ 48 $ 50 $ - $ 50 Non-compete agreement 2 62 (62 ) - 62 (62 ) - Total Intangible Assets, net $ 112 $ (64 ) $ 48 $ 112 $ (62 ) $ 50 Amortization expense for the six months ended June 30, 2023 and 2022 was $1,667 and nil, respectively. Annual amortization expense for each of the next five years is estimated to be $3,333 and thereafter $33,333.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2023
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued expenses as of June 30, 2023 and December 31, 2022 consisted of the following: (in thousands) June 30, 2023 December 31, 2022 Accounts payable $ 993 $ 1,728 Accrued expenses 50 542 Accrued interest payable 39 185 Accrued payroll 229 187 Accrued vacation 135 53 Current lease liability 82 92 Total Accounts Payable and Accrued Expenses $ 1,528 $ 2,787

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2023
NOTES PAYABLE
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE Notes payable as of June 30, 2023 and December 31, 2022 consisted of the following: (in thousands) June 30, December 31, 2023 2022 Secured promissory note $ 3,106 $ 3,783 NJD Investments, LLC promissory note 1,009 1,155 Evergreen private placement - 1,022 SBA loan 150 150 Vehicle loans 365 244 Total Gross Debt $ 4,630 $ 6,354 Less: Gross short term debt (374 ) (2,042 ) Less: Debt discount (25 ) (30 ) Net Long Term Debt $ 4,231 $ 4,282 Scheduled maturities of long-term debt as of June 30, 2023, are as follows (in thousands): Years Ending December 31, Secured Promissory Notes NJD Investments, LLC Promissory Note SBA Loan Vehicle Loans Total 2023 (remaining) $ - $ 145 $ - $ 61 $ 206 2024 - 301 - 88 389 2025 3,106 316 - 93 3,515 2026 - 247 - 76 323 2027 - - - 47 47 Thereafter - - 150 - 150 Total $ 3,106 $ 1,009 $ 150 $ 365 $ 4,630 Secured Promissory Notes On March 30, 2020, the Company entered into a promissory note (the “First Sament Note”) for $3,000,000 with Sament Capital Investments, Inc., a wholly owned subsidiary of the Predecessor, (“Sament”) in connection with the acquisition of the Predecessor’s assets. The Sament Note accrues interest at a rate of 3.5% per annum on a 360-day year basis and matures March 30, 2025. The Sament Note is secured by the Company’s operating assets purchased from the Predecessor. As of June 30, 2023 and December 31, 2022, the total outstanding balance of $3,106,458 is included in “Long-term debt, net of discounts” On June 2, 2020, the Company entered into a promissory note for $653,870 with Sament (the “Second Sament Note,” together with the First Sament Note, the “Sament Notes”), which accrued interest at a rate of 3.50% per annum and was due to mature on June 3, 2023. The promissory note was secured by the Company’s operating assets purchased from the Predecessor. During the year ended December 31, 2021, accrued interest of $23,203 was added to the principal of the promissory note. On February 17, 2023, the Company prepaid the principal and accrued interest due under the Second Sament Note in exchange for Sament agreeing to reduce the principal amount of the Second Sament Note by approximately 10%. As a result of the agreement, the Company repaid $606,653 of outstanding principal, and $27,125 of accrued interest, and recognized a gain from extinguishment of the debt of $70,420 during the six months ended June 30, 2023. The remaining outstanding balance of principal and accrued interest on the Second Sament Note was nil as of June 30, 2023. As of December 31, 2022, the total outstanding balance of $677,073 is included in “ Short-term debt, net of discounts” NJD Investments, LLC Promissory Note On August 30, 2022, the Company entered into a promissory note (the “NJDI Note”) for $1,136,000 with NJD Investments, LLC (“NJDI”) in connection with its purchase of the assets of Greenleaf Growers, Inc. in Grand Rapids, Michigan (the “Property”) through the Company’s wholly owned subsidiary, 2900 Madison Ave Holdings, LLC (the “Subsidiary”). The NJDI Note accrues interest at a rate of 5% per annum and will mature on September 1, 2026. The Company may prepay the outstanding amount due at any time without penalty. The Company makes monthly payments of principal and interest of $28,089. The NJDI Note is secured by a mortgage on the Property (the “Mortgage”) and a security interest in the assets owned by the Subsidiary in favor of NJDI (the “Security Agreement”). In addition, the Company’s obligation to repay the amounts due under the NJDI Note, or up to $1,136,000 plus any accrued interest, is guaranteed by the Company under a guaranty in favor of NJDI (the “Guaranty”) entered into on August 30, 2022. Under the Guaranty, in the event that the Company defaulted on the NJDI Note, the Company would be responsible for any sum remaining due after NJDI foreclosed on the Mortgage and exercised its rights under the Security Agreement. During the year ended December 31, 2022, accrued interest of $19,210 was added to the principal of the NJDI Note. As of June 30, 2023 and December 31, 2022, $293,275 and $290,417 of the outstanding balance is included in “ Short-term debt, net of discounts” Long-term debt, net of discounts” Evergreen Private Placement On October 7, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) with Evergreen Capital Management, LLC (“Evergreen”) pursuant to which the Company issued Evergreen a series of secured convertible notes and warrants to purchase shares of the Company’s common stock. From October 7, 2021 to March 30, 2022, the Company raised $3.2 million by issuing secured convertible notes with an aggregate principal amount of $3.68 million to Evergreen (the “Notes”) and warrants to purchase an aggregate of 9,079 shares at an exercise price of $150.00 per share. The warrants will expire five years from their respective dates of issuance. On May 9, 2022, upon completion of the Company’s initial public offering (“IPO”), the Company repaid Evergreen an aggregate of $1,926,250 of principal and $26,881 of accrued interest in accordance with the terms of the Notes. Additionally, the Company paid a prepayment penalty of $577,875, which was recognized as interest expense during the year ended December 31, 2022. On June 30, 2022, the Company issued an amended and restated consolidated secured promissory note (the “A&R Note”) to Evergreen. The A&R Note consolidated $1,753,750 in principal amount under the Notes that were due to mature on July 7, August 8, and August 22, 2022 (the “Prior Notes”). The new principal amount of the A&R Note was $1,841,592, which included accrued interest and prepayment penalties on the Prior Notes and takes into account a payment of $500,000 on the Prior Notes. The A&R Note was issued pursuant to an exemption from registration under Section 3(a)(9) of the Securities Act of 1933, as amended. As consideration for accepting the A&R Note, the Company issued 6,667 shares of common stock to Evergreen under a letter agreement between the Company and Evergreen and pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. The A&R Note bore interest at 7.0% per annum and was scheduled to mature on March 31, 2023. The transaction resulted in a loss on extinguishment of debt charge of $826,203, which was recorded during the year ended December 31, 2022. On October 26, 2022, the Company entered into an exchange agreement (the “Exchange Agreement”) with Evergreen, pursuant to which a portion of the principal and accrued interest of the A&R Note was converted into shares of a newly created series of preferred stock of the Company, the Series A Convertible Preferred Stock, par value $0.0001 per share (“Preferred Stock”). The Company and Evergreen exchanged approximately $962,000, consisting of $820,000 in principal and approximately $142,000 of accrued interest and prepayment premium thereon, for 1,526,183 shares of Preferred Stock issued to Evergreen. Other than reducing the principal balance of the A&R Note, the terms of the A&R Note remained unchanged. The outstanding balance on the A&R Note of $1,021,592 was included in “ Short-term debt, net of discounts” Small Business Administration (“SBA”) Loan On June 22, 2020, the Company entered into a U.S. Small Business Administration Loan Authorization and Agreement pursuant to which the Company received loan proceeds of $150,000 (the “SBA Loan”). The SBA Loan was made under, and is subject to the terms and conditions of, the Economic Injury Disaster Loan Program, which was a program expanded for COVID-19 relief under the CARES Act and is administered by the U.S. Small Business Administration. The term of the SBA Loan is thirty (30) years with a maturity date of June 22, 2050 and the annual interest rate of the SBA Loan is a fixed rate of 3.75%. Under the terms of the CARES Act, the use of loan proceeds for the SBA Loan is limited to alleviating economic injury caused by the COVID-19 pandemic. The outstanding balance on the SBA Loan of $150,000 is included in “ Long-term debt, net of discounts” Vehicle Loans During the year ended December 31, 2020, the Company entered into a financing agreement for the purchase of a vehicle. The loan, which accrues interest at a rate of 17.51%, matures on April 26, 2024. The loan is secured by the vehicle purchased and is personally guaranteed by the Company’s chief executive officer and chief financial officer. During the year ended December 31, 2021, the Company entered into three financing agreements totaling $102,681 for the purchase of vehicles. The loans, which accrue interest at rates of 16.84% - 18.66%, mature in 2026. The loans are secured by the vehicles purchased and are personally guaranteed by the Company’s chief executive officer and chief financial officer. During the year ended December 31, 2022, the Company entered into two financing agreements totaling $158,214 for the purchase of vehicles. The loans, which accrue interest at a rate of 7.64%, mature in 2027. The loans are secured by the vehicles purchased are personally guaranteed by the Company’s chief executive officer. During the six months ended June 30, 2023, the Company entered into three financing agreements totaling $151,850 for the purchase of vehicles. The loans, which accrue interest at a rate of 10.49%, mature in 2028. The loans are secured by the vehicles purchased are personally guaranteed by the Company’s chief executive officer.

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	6 Months Ended
	Jun. 30, 2023
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) 2023 Public Offering On February 7, 2023, the Company issued an aggregate of 1,619,000 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and warrants (“Follow-On Warrants”) to purchase an aggregate of 1,861,850 shares of Common Stock pursuant to an underwriting agreement between the Company and Maxim Group LLC, as representative of the underwriters (the “Representative”), and raised approximately $10.2 million in gross proceeds. The Follow-On Warrants are exercisable beginning on February 7, 2023 to purchase one share of Common Stock at an exercise price equal to $6.30 per share and will expire on February 7, 2028. In addition to customary cashless exercise, a holder of a Follow-On Warrant may also effect an “alternative cashless exercise” on or after April 10, 2023. In an “alternative cashless exercise,” the aggregate number of shares of Common Stock issuable is equal to the product of (i) the aggregate number of shares of Common Stock that would be issuable upon exercise of the Follow-On Warrant if it was exercised for cash and (ii) 0.5. Also on February 7, 2023, the Company issued warrants to the Representative to purchase up to 80,950 shares of Common Stock at an exercise price of $6.93 per share. These warrants became initially exercisable on August 2, 2023 and will expire on February 2, 2028. During the six months ended June 30, 2023, the Company issued 836,040 shares of common stock to the holders who exercised 1,672,080 of the Follow-On Warrants via the alternative cashless exercise option. Common Stock The Company has authorized 10,000,000 shares of common stock with $0.0001 par value. As of June 30, 2023 and December 31, 2022, 2,827,082 and 362,716 shares were issued and outstanding, respectively. During the six months ended June 30, 2023, the Company issued 2,464,366 shares of common stock, as summarized below: Number of Shares Issuances of common stock in public offering 1,619,000 Issuance of common stock for Directors' fees 6,985 Issuances of common stock to employees and consultants 2,341 Issuances of common stock for warrant exercises 836,040 Common stock issued during the six months ended June 30, 2023 2,464,366 Summary table of common stock share transactions: Shares outstanding at December 31, 2022 362,716 Common stock issuances 2,464,366 Shares outstanding at June 30, 2023 2,827,082 Series A Convertible Preferred Stock As of October 26, 2022, 1,526,183 shares of our preferred stock, par value $0.0001 per share, were designated as Series A Convertible Preferred Stock and issued to Evergreen (the “Preferred Stock”). The Preferred Stock was entitled to a cumulative dividend at a rate of 7.0% per annum, paid in cash on a quarterly basis on the stated value of the Preferred Stock. During the year ended December 31, 2022, all of the shares of Preferred Stock were converted into 50,873 shares of common stock, and no Preferred Stock remains outstanding as of June 30, 2023. During the six months ended June 30, 2023, the Company paid cash dividends of $3,544 to the holder of the Preferred Stock. Accrued dividends as of June 30, 2023 were nil. Stock-Based Compensation On January 18, 2022 in connection with the IPO, the board of directors of the Company (the “Board”) approved the Edible Garden AG Incorporated 2022 Equity Incentive Plan (the “2022 Plan”). The 2022 Plan provides for equity incentive compensation for employees, non-employee directors, and any other individuals who perform services for the Company. The number of shares initially available for grant under the 2022 Plan was 50,000. A variety of discretionary awards are authorized under the 2022 Plan, including stock options, stock appreciation rights, restricted stock, restricted stock units and other stock-based awards. The vesting of such awards may be conditioned upon either a specified period of time or the attainment of specific performance goals as determined by the administrator of the 2022 Plan. The option price and terms are also subject to determination by the administrator with respect to each grant. The 2022 Plan is administered by the Board. On June 8, 2023 the stockholders of the Company approved the First Amendment to the 2022 Plan, which increased the number of shares of common stock reserved for issuance thereunder by 300,000 shares and extended the term of the 2022 Plan until June 8, 2033. During the six months ended June 30, 2023, the Company recorded time-vesting restricted stock awards to the Company’s non-employee directors as compensation for director fees, with 6,985 shares of common stock underlying the awards in the aggregate. The shares underlying the award will vest on the one-year anniversary of the date of grant. Shares available for future stock compensation grants totaled 315,227 at June 30, 2023. Warrants The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the six months ended June 30, 2023: Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2022 125,299 $ 151.17 Warrants issued in public offering 1,942,800 $ 6.33 Warrants exercised (1,672,080 ) 6.30 Outstanding June 30, 2023 396,019 $ 52.26

LEASES

LEASES	6 Months Ended
	Jun. 30, 2023
LEASES
LEASES	NOTE 9 – LEASES A lease provides the lessee the right to control the use of an identified asset for a period of time in exchange for consideration. Operating lease right-of-use assets (“Lease Assets”) are included within “Other assets” on the Company’s consolidated balance sheet. Lease assets represent the Company’s right to use an underlying asset for the lease term and operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease. The Company determines if an arrangement is a lease at inception. Lease assets and liabilities are recognized at the lease commencement date based on the present value of lease payments over the lease term. The discount rate used to determine the commencement date present value of lease payments is the interest rate implicit in the lease, or when that is not readily determinable, the Company utilizes its secured borrowing rate. Lease assets include any lease payments required to be made prior to commencement and exclude lease incentives. Both lease assets and lease liabilities exclude variable payments not based on an index or rate, which are treated as period costs. The Company’s lease agreements do not contain significant residual value guarantees, restrictions, or covenants. We are currently party to an ongoing arrangement with the Predecessor, whereby we make lease payments of approximately $21,860 per month to the lessor of the land on which our flagship facility is built and for which the Predecessor is the lessee. Our month-to-month arrangement meets the definition of a short-term lease and is therefore excluded from the recognition requirements of ASC 842, “ Leases During the six-month period ended June 30, 2023, total operating lease cost was $146,392, of which $53,250 was associated with short-term leases. During the six months ended June 30, 2022, total operating lease cost was $118,552, of which $65,032 was associated with short-term leases. As of June 30, 2023 and December 31, 2022, short-term lease liabilities of $82,440 and $80,800 are included in “Accounts Payable and Accrued Expenses” The table below presents total operating lease assets and lease liabilities as of June 30, 2023 and December 31, 2022: (in thousands) June 30, December 31, 2023 2022 Operating lease assets $ 82 $ 126 Operating lease liabilities $ 82 $ 126 The table below presents the maturities of operating lease liabilities as of June 30, 2023: (in thousands) Operating Leases 2023 (remaining) 54 2024 36 Total lease payments 90 Less: discount (8 ) Total operating lease liabilities $ 82 The table below presents the weighted average remaining lease term for operating leases and weighted average discount rate used in calculating operating lease right-of-use assets: June 30, 2023 Remaining lease term (months) 9 Discount rate 17.5 %

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	6 Months Ended
	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS	NOTE 11 – RELATED PARTY TRANSACTIONS The Company is party to an ongoing arrangement with the Predecessor whereby the Company makes lease payments of approximately $21,860 per month to the lessor of land for which the Predecessor is the lessee. The lease agreement is associated with land the Company utilizes for its ongoing operations. The Company has entered into several vehicle loan agreements that are personally guaranteed by the Company’s chief executive officer and chief financial officer. See Note 7, “Notes Payable” During the six months ended June 30, 2023, the Company issued Promissory Notes (the “Promissory Notes”) totaling $175,000 to Michael James, the Company’s Chief Financial Officer and Director, which matured on the earlier of (1) April 1, 2023, (2) upon the closing of the Company’s next sale of equity securities in which the Company raises at least $5 million in gross proceeds (excluding the value of any instruments converting into equity in such equity financing), (3) the sale, lease, license or other disposition of all or substantially all of the assets of the Company, (4) a transaction or series of related transactions in which any person becomes the beneficial owner of more than 50% of the Company’s outstanding voting securities, or (5) upon the occurrence of an event of default. The Promissory Notes bore interest at a rate of 6% per annum. At the closing of the public offering on February 7, 2023, the Company repaid the Promissory Notes in full.

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2023
GOING CONCERN
GOING CONCERN	NOTE 12 – GOING CONCERN These financial statements are prepared on a going concern basis. The Company began operating in 2020. For the years ended December 31, 2022 and 2021, we incurred net losses of $12.5 million and $5.5 million, respectively. For the six months ended June 30, 2023, we incurred a net loss of $3.5 million. We expect to experience further significant net losses in the foreseeable future. At June 30, 2023, we had cash available for operations of $1.4 million. We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. Since our inception, we have raised capital through our issuance of debt and equity securities. Our future success is dependent upon our ability to achieve profitable operations and generate cash from operating activities. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling securities. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support our operations, or if we are able to raise capital, that it will be available to us on acceptable terms, on an acceptable schedule, or at all. The issuance of additional securities may result in a significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, we will not be able to meet our other obligations as they become due and we will be forced to scale down or perhaps even cease our operations. The risks and uncertainties surrounding our ability to continue to raise capital and our limited capital resources raise substantial doubt as to our ability to continue as a going concern for twelve months from the issuance of these financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Adoption of New Accounting Standards	In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13, Financial Instruments – Credit Losses (Topic 326) – Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 replaces the “incurred loss” credit losses framework with a new accounting standard that requires management's measurement of the allowance for credit losses to be based on a broader range of reasonable and supportable information for lifetime credit loss estimates. This amendment was adopted effective January 1, 2023 with no impact to our financial statements.
Use of Estimates	The preparation of the consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reported period. Changes in these estimates and assumptions may have a material impact on the consolidated financial statements and accompanying notes. Examples of significant estimates and assumptions include provisions for doubtful accounts, accrued liabilities, discount rates used in the measurement and recognition of lease liabilities and valuation of our common stock. These estimates generally involve complex issues and require us to make judgments, involving an analysis of historical and future trends, that can require extended periods of time to resolve, and are subject to change from period to period. In all cases, actual results could differ materially from our estimates.
Trade and other Receivables	The Company extends non-interest-bearing trade credit to its customers in the ordinary course of business which is not collateralized. Accounts receivable are shown on the face of the consolidated balance sheets, net of an allowance for doubtful accounts. The Company analyzes the aging of accounts receivable, historical bad debts, customer creditworthiness and current economic trends, in determining the allowance for doubtful accounts. The Company does not accrue interest receivable on past due accounts receivable. The reserve for doubtful accounts was $98,858 as of June 30, 2023 and December 31, 2022. The following table presents a summary of our receivables as of June 30, 2023 and December 31, 2022: (in thousands) June 30, December 31, 2023 2022 Trade receivables, net of reserves $ 1,439 $ 1,105 Other receivables 1,233 - Total receivables $ 2,672 $ 1,105 The Employee Retention Credit, as originally enacted on March 27, 2020 by the CARES Act, is a refundable tax credit against certain employment taxes equal to 50% of the qualified wages an eligible employer pays to employees after March 12, 2020, and before January 1, 2021. The Taxpayer Certainty and Disaster Tax Relief Act (the “Relief Act”), enacted on December 27, 2020, amended, and extended the Employee Retention Credit. On March 1, 2021, the IRS released Notice 2021-20 Accounts Receivable, Net. Employee retention credit” unaudited condensed consolidated statement of operations during the three and six months ended June 30, 2023.
Concentration of Credit Risk	The Company maintains a cash balance in a financial institution that is insured by the Federal Deposit Insurance Corporation up to certain federal limitations. At times, the Company’s cash balance exceeds these federal limitations. The amount in excess of insured limitations was approximately $1,160,844 and nil as of June 30, 2023 and December 31, 2022, respectively. During the six months ended June 30, 2023, five customers accounted for approximately 81% of our total revenue. During the six months ended June 30, 2022, four customers accounted for 84% of our total revenue. This concentration of customers leaves us exposed to the risks associated with the loss of one or more of these significant customers, which would materially and adversely affect our revenues and results of operations. As of June 30, 2023 and December 31, 2022, approximately 83% and 61% of our gross outstanding trade receivables were attributed to four and three customers, respectively.
Inventory	We value our inventory at the lower of the actual cost of our inventory, as determined using the first-in, first-out method, or its net realizable value. We periodically review our physical inventory for excess, obsolete, and potentially impaired items and reserve accordingly. Our reserve estimate for excess and obsolete inventory is based on expected future use. Our reserve estimates have historically been consistent with our actual experience as evidenced by actual sale or disposal of the goods. The inventory reserve was nil as of June 30, 2023 and December 31, 2022.
Prepaid Expenses	Prepaid expenses consist of various payments that the Company has made in advance for goods or services to be received in the future. These prepaid expenses include advertising, insurance, and service or other contracts requiring up-front payments.
Property ,Equipment and leasehold Improvements,Net	Property, equipment and leasehold improvements are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives of the assets. Our fixed assets, which are comprised of leasehold improvements, equipment and vehicles, have useful lives of five years. Expenditures for major renewals and improvements are capitalized, while minor replacements, maintenance and repairs, which do not extend the asset lives, are charged to operations as incurred. Upon sale or disposition, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is included in operations. The Company continually monitors events and changes in circumstances that could indicate that the carrying balances of its property, equipment and leasehold improvements may not be recoverable in accordance with the provisions of ASC 360, “Property, Plant, and Equipment.” “Property, Equipment and Leasehold Improvements, Net”
Intangible Assets	Intangible assets continue to be subject to amortization, and any impairment is determined in accordance with ASC 360, “Property, Plant, and Equipment.” The Company reviews intangible assets subject to amortization quarterly to determine if any adverse conditions exist or a change in circumstances has occurred that would indicate impairment or a change in the remaining useful life. Conditions that may indicate impairment include, but are not limited to, a significant adverse change in legal factors or business climate that could affect the value of an asset, a product recall, or an adverse action or assessment by a regulator. If an impairment indicator exists, we test the intangible asset for recoverability. For purposes of the recoverability test, we group our amortizable intangible assets with other assets and liabilities at the lowest level of identifiable cash flows if the intangible asset does not generate cash flows independent of other assets and liabilities. If the carrying value of the intangible asset (asset group) exceeds the undiscounted cash flows expected to result from the use and eventual disposition of the intangible asset (asset group), the Company will write the carrying value down to the fair value in the period the impairment is identified.
Revenue Recognition and Performance obligations	Revenues are recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company does not offer returns, discounts, loyalty programs or other sales incentive programs that are material to revenue recognition. Payments from our customers are due upon delivery or within a short period after delivery. Disaggregation of Revenue The following table includes revenue disaggregated by revenue stream for the six months ended June 30, 2023 and 2022: (in thousands) Six Months Ended, June 30, 2023 June 30, 2022 Herbs, Produce & Floral $ 5,578 $ 5,054 Vitamins and Supplements 1,098 668 Total $ 6,676 $ 5,722 Contract Balances Due to the nature of the Company’s revenue from contracts with customers, the Company does not have material contract assets or liabilities that fall under the scope of ASC Topic 606. Contract Estimates and Judgments The Company’s revenues accounted for under ASC Topic 606, generally do not require significant estimates or judgments based on the nature of the Company’s revenue streams. The sales prices are generally fixed at the point of sale and all consideration from contracts is included in the transaction price. The Company’s contracts do not include multiple performance obligations or variable consideration.
Cost of Goods sold	Cost of goods sold includes materials, labor and overhead costs incurred in cultivating, producing, and shipping our products.
Advertising Expense	The Company expenses advertising costs as incurred in accordance with ASC 720-35, “Other Expenses – Advertising Cost.”
Loss Per Common Share	In accordance with the provisions of ASC 260, “Earnings Per Share,”
Income Taxes	The provision for income taxes is determined in accordance with ASC 740, “Income Taxes” The Company recognizes uncertain tax positions based on a benefit recognition model. Provided that the tax position is deemed more likely than not of being sustained, the Company recognizes the largest amount of tax benefit that is greater than 50.0% likely of being ultimately realized upon settlement. The tax position is derecognized when it is no longer more likely than not of being sustained. The Company classifies income tax related interest and penalties as interest expense and selling, general and administrative expense, respectively, on the consolidated statements of operations.
Segment Reporting	The Company is not organized by multiple operating segments for the purpose of making operating decisions or assessing performance. Accordingly, the Company operates in one reportable operating segment. The Company’s principal decision makers are the Chief Executive Officer and its Chief Financial Officer. Management believes that its business operates as one reportable segment because: a) the Company measures profit and loss as a whole; b) the principal decision makers do not review information based on any operating segment; c) the Company does not maintain discrete financial information on any specific segment; d) the Company has not chosen to organize its business around different products and services, and e) the Company has not chosen to organize its business around geographic areas.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Jun. 30, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of disaggregated revenue	(in thousands) Six Months Ended, June 30, 2023 June 30, 2022 Herbs, Produce & Floral $ 5,578 $ 5,054 Vitamins and Supplements 1,098 668 Total $ 6,676 $ 5,722

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2023
INVENTORY
Inventory	(in thousands) June 30, December 31, 2023 2022 Raw materials $ 157 $ 298 Work-in-progress 278 288 Finished goods 47 - Total inventory $ 482 $ 586

PROPERTY EQUIPMENT AND LEASEH_2

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Tables)	6 Months Ended
	Jun. 30, 2023
PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET
PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET	(in thousands) June 30, December 31, 2023 2022 Furniture and equipment $ 1,998 $ 1,408 Computer hardware 6 4 Leasehold improvements 5,191 5,192 Vehicles 456 304 Land 202 202 Construction in progress 4 4 Subtotal 7,857 7,114 Less accumulated depreciation (2,928 ) (2,223 ) Property, equipment and leasehold improvements, net $ 4,929 $ 4,891

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS
Intangible assets	(in thousands) June 30, 2023 December 31, 2022 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Pulp brand recipes 15 $ 50 $ (2 ) $ 48 $ 50 $ - $ 50 Non-compete agreement 2 62 (62 ) - 62 (62 ) - Total Intangible Assets, net $ 112 $ (64 ) $ 48 $ 112 $ (62 ) $ 50

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2023
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	(in thousands) June 30, 2023 December 31, 2022 Accounts payable $ 993 $ 1,728 Accrued expenses 50 542 Accrued interest payable 39 185 Accrued payroll 229 187 Accrued vacation 135 53 Current lease liability 82 92 Total Accounts Payable and Accrued Expenses $ 1,528 $ 2,787

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2023
NOTES PAYABLE
Schedule of notes payable	(in thousands) June 30, December 31, 2023 2022 Secured promissory note $ 3,106 $ 3,783 NJD Investments, LLC promissory note 1,009 1,155 Evergreen private placement - 1,022 SBA loan 150 150 Vehicle loans 365 244 Total Gross Debt $ 4,630 $ 6,354 Less: Gross short term debt (374 ) (2,042 ) Less: Debt discount (25 ) (30 ) Net Long Term Debt $ 4,231 $ 4,282
Scheduled maturities of long-term debt	Years Ending December 31, Secured Promissory Notes NJD Investments, LLC Promissory Note SBA Loan Vehicle Loans Total 2023 (remaining) $ - $ 145 $ - $ 61 $ 206 2024 - 301 - 88 389 2025 3,106 316 - 93 3,515 2026 - 247 - 76 323 2027 - - - 47 47 Thereafter - - 150 - 150 Total $ 3,106 $ 1,009 $ 150 $ 365 $ 4,630

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Tables)	6 Months Ended
	Jun. 30, 2023
STOCKHOLDERS EQUITY (DEFICIT)
Schedule of shares of common stock	Number of Shares Issuances of common stock in public offering 1,619,000 Issuance of common stock for Directors' fees 6,985 Issuances of common stock to employees and consultants 2,341 Issuances of common stock for warrant exercises 836,040 Common stock issued during the six months ended June 30, 2023 2,464,366 Summary table of common stock share transactions: Shares outstanding at December 31, 2022 362,716 Common stock issuances 2,464,366 Shares outstanding at June 30, 2023 2,827,082
Schedule of outstanding warrants to purchase common stock	Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2022 125,299 $ 151.17 Warrants issued in public offering 1,942,800 $ 6.33 Warrants exercised (1,672,080 ) 6.30 Outstanding June 30, 2023 396,019 $ 52.26

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2023
LEASES
Operating Lease assets and lease Liabilities	(in thousands) June 30, December 31, 2023 2022 Operating lease assets $ 82 $ 126 Operating lease liabilities $ 82 $ 126
Scheduled maturities of lease liability	(in thousands) Operating Leases 2023 (remaining) 54 2024 36 Total lease payments 90 Less: discount (8 ) Total operating lease liabilities $ 82
Weighted average Reamining lease Term	June 30, 2023 Remaining lease term (months) 9 Discount rate 17.5 %

ORGANIZATION NATURE OF BUSINE_2

ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - $ / shares				1 Months Ended
	Jun. 08, 2023	Sep. 08, 2021	Oct. 14, 2020	Jan. 26, 2023	Jan. 18, 2022	Jun. 30, 2021	Jun. 30, 2023	Feb. 07, 2023	Dec. 31, 2022	Apr. 09, 2013
ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION
Authorized shares of common stock	10,000,000	200,000,000	20,000,000	6,666,667		50,000,000				100,000
Description of reverse stock split		declared a 20-for-1 forward stock split of our common stock	declared a 20-for-1 forward stock split of our common stock	reverse stock split of 1-for-30 and decreased	1-for-5 reverse stock split of its outstanding common stock	declared a 1-for-2 reverse stock split of our common stock
Common stock, par value	$ 0.0001						$ 0.0001	$ 0.0001	$ 0.0001	$ 0.0001
Initial public offering shares	6,666,667

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Trade receivables, net of reserves	$ 1,439	$ 1,105
Other receivables	1,233	0
Total receivables	$ 2,672	$ 1,105

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue	$ 4,221	$ 2,985	$ 6,676	$ 5,722
Herbs & Produce [Member]
Revenue			5,578	5,054
Vitamins and Supplements [Member]
Revenue			$ 1,098	$ 668

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Reserve for doubtful accounts	$ 98,858		$ 133,986
Employee retention credit	1,145,707
FDIC insured limit	1,160,844		$ 0
Advertising expenses	$ 29,152	$ 28,948
Five Customers [Member]
Gross outstanding trade receivables, Percentage	83%		61%
Total revenue from five customer percentage	81%
Four Customers [Member]
Total revenue from five customer percentage		84%

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
INVENTORY
Raw materials	$ 157	$ 298
Finished goods	47	0
Work-in-progress	278	288
Total inventory	$ 482	$ 586

PROPERTY EQUIPMENT AND LEASEH_3

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Subtotal	$ 7,857	$ 7,114
Less accumulated depreciation	(2,928)	(2,223)
Property, equipment and leasehold improvements, net	4,929	4,891
Construction in progress [Member]
Subtotal	4	4
Computer hardware [Member]
Subtotal	6	4
Leasehold improvements [Member]
Subtotal	5,191	5,192
Vehicles [Member]
Subtotal	456	304
Land [Member]
Subtotal	202	202
Furniture and equipment [Member]
Subtotal	$ 1,998	$ 1,408

PROPERTY EQUIPMENT AND LEASEH_4

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Property, Equipment and Leasehold Improvements [Member]
Depreciation expense	$ 705,118	$ 385,515

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Amortizing Intangible Assets, gross carrying value	$ 112	$ 112
Amortizing Intangible Assets, accumulated amortization	(64)	(62)
Amortizing Intangible Assets, net carrying value	48	50
Non-compete agreement [Member]
Amortizing Intangible Assets, gross carrying value	62	62
Amortizing Intangible Assets, accumulated amortization	(62)	(62)
Amortizing Intangible Assets, net carrying value	$ 0	0
Amortizing Intangible Assets, estimated useful life in years	2 years
Series A Convertible Preferred Stocks [Member]
Amortizing Intangible Assets, gross carrying value	$ 50	50
Amortizing Intangible Assets, accumulated amortization	(2)	0
Amortizing Intangible Assets, net carrying value	$ 48	$ 50
Amortizing Intangible Assets, estimated useful life in years	15 years

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
INTANGIBLE ASSETS
Amortization expense	$ 1,667	$ 0
Amortization expense thereafter	33,333
Annual amortization expense	$ 3,333

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable	$ 993	$ 1,728
Accrued expenses	50	542
Accrued interest payable	39	185
Accrued payroll	229	187
Accrued vacation	135	53
Current lease liability	82	92
Total Accounts Payable and Accrued Expenses	$ 1,528	$ 2,787

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
NOTES PAYABLE
Secured promissory note	$ 3,106,000	$ 3,783,000
NJD Investments, LLC promissory note	1,009,000	1,155,000
Evergreen Private Placement	0	1,022,000
SBA loan	150,000	150,000
Vehicle loan	365,000	244,000
Total gross debt	4,630,000	6,354,000
Less: Gross short term debt	(374,000)	(2,042,000)
Less: Debt discount	(25,000)	(30,000)
Net long term debt	$ 4,231,000	$ 4,282,000

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1)	Jun. 30, 2023 USD ($)
2023	$ 206
2024	389
2025	3,515,000
2026	323
2027	47
Thereafter	150
Long term debt total	4,630,000
Secured Promissory Notes [Member]
2023	0
2024	0
2025	3,106,000
2026	0
2027	0
Thereafter	0
Long term debt total	3,106,000
NJD Investments, LLC Promissory [Member]
2023	145,000
2024	301,000
2025	316,000
2026	247,000
2027	0
Thereafter	0
Long term debt total	1,009,000
SBA Loan [Member]
2023	0
2024	0
2025	0
2026	0
2027	0
Thereafter	150,000
Long term debt total	150,000
Vehicle Loans [Member]
2023	61,000
2024	88,000
2025	93,000
2026	76,000
2027	47,000
Thereafter	0
Long term debt total	$ 365,000

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)			1 Months Ended						3 Months Ended		6 Months Ended		12 Months Ended
	May 09, 2022	Oct. 07, 2021	Oct. 26, 2022	Aug. 30, 2022	Jun. 30, 2022	Jun. 30, 2020	Jun. 22, 2020	Mar. 30, 2020	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Mar. 31, 2023	Feb. 07, 2023
Unamortized discount									$ 25,000		$ 25,000		$ 30,000
Debt repayment											2,012,000	$ 3,289,000
Interest expense									44,000	$ 1,234,000	277,000	1,737,000
Gain (Loss) from extinguishment of debt									0	$ (826,000)	$ 70,000	$ (826,000)
Common stock share issued													362,716			2,827,082	1,619,000
Vehicle Loan [Member]
Accrued interest rate											10.49%		7.64%		17.51%
financing agreements											$ 151,850		$ 158,214	$ 102,681
Loan Maturity date											2028		2027	2026	April 26, 2024
Vehicle Loan [Member] | Minimum [Member]
Accrued interest rate														16.84%
Vehicle Loan [Member] | Maximum [Member]
Accrued interest rate														18.66%
Tranche Thirteen [Member] | Series A Convertible Preferred Stock [Member]
Outstanding balance													$ 1,021,592
Debt principal			$ 820,000
Exchanged stock, value			$ 962,000
Preferred Stock shares, issued			1,526,183
Accrued interest and prepayment premium			$ 142,000
Tranche Twelve [Member]
Prior payment					$ 500,000
Common stock share issued					6,667					6,667		6,667
First Sament Note Member
Accrued interest											$ 18,423		110,236
Unamortized discount									25,381		25,381		30,321
Outstanding balance									3,106,458		3,106,458		3,106,458
Promissory note						$ 653,870		$ 3,000,000
Interest rate						3.50%		3.50%
First Sament Note One Member
Accrued interest											27,125		23,966
Outstanding balance									606,653		606,653		677,073
Debt principal									70,420		70,420			$ 23,203
NJD Investments, LLC Promissory Note [Member]
Accrued interest													19,210
Outstanding balance									293,275		293,275		290,417
Promissory note				$ 1,136,000
Interest rate				5%
Monthly installment				$ 28,089
Guaranteed amount				$ 1,136,000
Long term debt balance outstanding									864,638		864,638
Short-term debt, net of discounts									715,902		715,902
Maturity date				Sep. 01, 2026
SBA Loan [Member]
Outstanding balance									150,000		150,000		150,000
Interest rate							3.75%
Proceeds from loan							$ 150,000
Maturity date							Jun. 22, 2050
Evergreen Private Placement [Member]
Outstanding balance									$ 1,841,592		$ 1,841,592
Promissory note					$ 1,753,750
Interest rate											7%
Preferred Stock, par value									$ 0.0001		$ 0.0001
Debt repayment	$ 1,926,250
Accrued interest repaid	$ 26,881
Interest expense											$ 153,239		577,875
Secured convertible notes		$ 3,200,000
Secured convertible notes aggregate principal amount		$ 36,800
Warrants purchase		9,079
Public offering price		$ 150
Gain (Loss) from extinguishment of debt													$ 826,203

STOCKHOLDERS EQUITY (DEFICIT)_2

STOCKHOLDERS EQUITY (DEFICIT) (Details) - shares	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
STOCKHOLDERS EQUITY (DEFICIT)
Issuance of common stock in public offering	1,619,000
Issuance of common stock for Directors' fees	6,985
Issuances of common stock to employees and consultants	2,341
Issuances of common stock for warrant exercises	836,040
Total of common stock issuances during the six months ended June 30, 2023	2,464,366
Common stock issuances	2,464,366
Shares outstanding	2,827,082	362,716

STOCKHOLDERS EQUITY (DEFICIT)_3

STOCKHOLDERS EQUITY (DEFICIT) (Details 1)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
STOCKHOLDERS EQUITY (DEFICIT)
Outstanding warrants beginning | shares	125,299
Issuance of Warrants | shares	1,942,800
Warrants exercised | shares	(1,672,080)
Outstanding warrants ending | shares	396,019
Weighted Average Exercise Price Per Share beginning | $ / shares	$ 151.17
Weighted Average Exercise Price Per Share Issuance of Warrants | $ / shares	6.33
Weighted Average Exercise Price Per Share Warrants exercised | $ / shares	6.30
Weighted Average Exercise Price Per Share ending | $ / shares	$ 52.26

STOCKHOLDERS EQUITY (DEFICIT)_4

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)			1 Months Ended	6 Months Ended	12 Months Ended
	Jun. 08, 2023	Feb. 07, 2023	Jan. 18, 2022	Jun. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Oct. 26, 2022	Apr. 09, 2013
Exercise price		$ 6.30
Common stock description		the aggregate number of shares of Common Stock that would be issuable upon exercise of the Follow-On Warrant if it was exercised for cash and (ii) 0.5. Also on February 7, 2023, the Company issued warrants to the Representative to purchase up to 80,950 shares of Common Stock at an exercise price of $6.93 per share. These warrants became initially exercisable on August 2, 2023 and will expire on February 2, 2028
Gross proceeds		$ 10,200,000		$ 5,000,000
Common stock authorized				10,000,000	10,000,000
Common stock par value	$ 0.0001	$ 0.0001		$ 0.0001	$ 0.0001			$ 0.0001
Common stock issued during the year				2,464,366
Common stock issued		1,619,000			362,716	2,827,082
Cash dividend				$ 3,544
Shares available for future stock compensation grants totaled				315,227
Warrants issued to purchase common stock		1,861,850
Interest dividend				$ 0
Initial Public Offering [Member]
Common stock issued during the year				836,040
Stock Option Plan	300,000		50,000	1,672,080
common stock underlying				6,985
Series A Convertible Preferred Stocks [Member]
Number of preferred stock designated							1,526,183
Preferred stock par value							$ 0.0001
Cumulative dividend rate				7%
Preferred stock conversion shares					50,873

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
LEASES
Operating lease assets	$ 82	$ 126
Operating lease liabilities	$ 82	$ 126

LEASES (Details 1)

LEASES (Details 1) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
LEASES
2023 (remaining)	$ 54
2024	36
Total lease payments	90
Less: discount	(8)
Total operating lease liabilities	$ 82	$ 126

LEASES (Details 2)

LEASES (Details 2)	6 Months Ended
	Jun. 30, 2023
LEASES
Remaining lease term (years)	9 months
Discount rate	17.50%

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
LEASES
Lease payments per month during the period	$ 21,860
Total operating lease cost	146,392	$ 118,552
Short term lease liabilities	82,440		$ 80,800
Short-term leases	$ 53,250	$ 65,032

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		6 Months Ended
	Feb. 07, 2023	Jun. 30, 2023
RELATED PARTY TRANSACTIONS
Lease payments per month during the period		$ 21,860
Promissory Notes		175,000
Gross proceeds	$ 10,200,000	$ 5,000,000
Interest rate		6%

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022	Dec. 31, 2021
Net loss	$ (638)	$ (4,776)	$ (3,517)	$ (7,382)
Cash balance	$ 1,400		1,400
Going Concern [Member]
Net loss			$ 3,500		$ 12,500	$ 5,500