Edible Garden (EDBL) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 10, 2024
Document Information Line Items
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, 2024
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		3,160,392
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
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Common Stocks [Member]
Document Information Line Items
Security 12b Title	Common Stock, par value $0.0001 per share
Trading Symbol	EDBL
Security Exchange Name	NASDAQ
Warrants [Member]
Document Information Line Items
Security 12b Title	Warrants to purchase Common Stock
Trading Symbol	EDBLW
Security Exchange Name	NASDAQ

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 2,188	$ 510
Accounts receivable, net	3,080	1,249
ASSETS
Inventory	891	678
Prepaid expenses and other current assets	146	210
Total current assets	6,305	2,647
Property, equipment and leasehold improvements, net	3,499	3,893
Intangible assets, net	45	47
Other assets	34	69
TOTAL ASSETS	9,883	6,656
Current liabilities:
Accounts payable and other accrued expenses	3,719	2,517
Short-term debt, net of discounts	4,901	387
Total current liabilities	8,620	2,904
Long-term liabilities:
Long-term debt, net of discounts	752	4,040
Long-term lease liabilities	0	0
Total long-term liabilities	752	4,040
Total liabilities	9,372	6,944
STOCKHOLDERS' EQUITY (DEFICIT):
Common stock ($0.0001 par value, 100,000,000 shares authorized, 3,160,392 and 285,282 shares outstanding as of June 30, 2024 and December 31, 2023, respectively (1))	1	1
Series A Convertible Preferred stock ($0.0001 par value, 10,000,000 shares authorized; nil shares outstanding as of June 30, 2024 and December 31, 2023)	0	0
Additional paid-in capital	36,679	29,971
Accumulated deficit	(36,169)	(30,260)
Total stockholders' equity (deficit)	511	(288)
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)	$ 9,883	$ 6,656

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Common stock, shares par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	3,160,392	285,282
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

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited)
Revenue	$ 4,268	$ 4,221	$ 7,401	$ 6,676
Cost of goods sold	2,702	3,668	5,811	6,148
Gross profit	1,566	553	1,590	528
Selling, general and administrative expenses	2,748	2,380	6,632	5,071
Loss from operations	(1,182)	(1,827)	(5,042)	(4,543)
Other income (expenses)
Interest expense, net	(419)	(44)	(536)	(277)
Gain (Loss) from extinguishment of debt	(335)	0	(335)	70
Employee retention credit	0	1,233	0	1,233
Other income / (loss)	4	0	4	0
Total other income (expenses)	(750)	1,189	(867)	1,026
NET LOSS	$ (1,932)	$ (638)	$ (5,909)	$ (3,517)
Net Income / (Loss) per common share - basic and diluted (1)	$ (1.21)	$ (4.83)	$ (5.21)	$ (35.60)
Weighted-Average Number of Common Shares Outstanding - Basic and Diluted (1)	1,591,355	132,074	1,134,612	98,795

UNAUDITED CONDENSED CONSOLIDATE

UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-In Capital	Retained Earnings (Accumulated Deficit)	Preferred Stock Series A
Balance, shares at Dec. 31, 2022		18,136
Balance, amount at Dec. 31, 2022	$ (2,180)	$ 1	$ 17,892	$ (20,072)	$ 0
Issuance of common stock and warrants in public offering, net of expenses, shares		80,950
Issuance of common stock and warrants in public offering, net of expenses, amount	9,258	$ 0	9,258	0	0
Exercises of warrants, shares		41,802
Exercises of warrants, amount	0	$ 0	0	0	0
Issuance of common stock for Directors' fees, shares		349
Issuance of common stock for Directors' fees, amount	73	$ 0	73	0	0
Issuance of common stock to employees and consultants, shares		117
Issuance of common stock to employees and consultants, amount	30	$ 0	30	0	0
Series A Preferred dividend	(4)	0	(4)	0	0
Net Income (Loss)	(3,517)	$ 0	0	(3,517)	0
Balance, shares at Jun. 30, 2023		141,354
Balance, amount at Jun. 30, 2023	3,660	$ 1	27,249	(23,589)	0
Balance, shares at Mar. 31, 2023		99,482
Balance, amount at Mar. 31, 2023	4,295	$ 0	27,246	(22,951)
Exercises of warrants, shares		41,802
Exercises of warrants, amount	0	$ 0	0	0
Issuance of common stock for Directors' fees, shares		70
Issuance of common stock for Directors' fees, amount	3	$ 0	3	0
Net Income (Loss)	(638)	$ 0	0	(638)
Balance, shares at Jun. 30, 2023		141,354
Balance, amount at Jun. 30, 2023	3,660	$ 1	27,249	(23,589)	0
Balance, shares at Dec. 31, 2023		285,282
Balance, amount at Dec. 31, 2023	(288)	$ 1	29,971	(30,260)	0
Issuance of common stock and warrants in public offering, net of expenses, shares		2,437,000
Issuance of common stock and warrants in public offering, net of expenses, amount	5,498	$ 0	5,498	0	0
Exercises of warrants, shares		174,000
Exercises of warrants, amount	0	$ 0	0	0	0
Issuance of common stock to employees and consultants, shares		6,000
Issuance of common stock to employees and consultants, amount	38	$ 0	38	0	0
Net Income (Loss)	(5,909)	$ 0	0	(5,909)	0
Sale of common stock pursuant to Equity Distribution Agreement, net of fees, shares		181,710
Sale of common stock pursuant to Equity Distribution Agreement, net of fees, amount	1,147	$ 0	1,147	0	0
Issuance of common stock as payment of severance, shares		3,502
Issuance of common stock as payment of severance, amount	25	$ 0	25	0	0
Issuance of common stock to round up shares due to stock split, shares		72,898
Issuance of common stock to round up shares due to stock split, amount	0	$ 0	0	0	0
Balance, shares at Jun. 30, 2024		3,160,392
Balance, amount at Jun. 30, 2024	511	$ 1	36,679	(36,169)	0
Balance, shares at Mar. 31, 2024		307,820
Balance, amount at Mar. 31, 2024	(4,088)	$ 1	30,148	(34,237)
Issuance of common stock and warrants in public offering, net of expenses, shares		2,437,000
Issuance of common stock and warrants in public offering, net of expenses, amount	5,498	$ 0	5,498	0
Exercises of warrants, shares		174,000
Exercises of warrants, amount	0	$ 0	0	0
Net Income (Loss)	(1,932)	$ 0	0	(1,932)
Sale of common stock pursuant to Equity Distribution Agreement, net of fees, shares		165,172
Sale of common stock pursuant to Equity Distribution Agreement, net of fees, amount	1,008	$ 0	1,008	0
Issuance of common stock as payment of severance, shares		3,502
Issuance of common stock as payment of severance, amount	25	$ 0	25	0
Issuance of common stock to round up shares due to stock split, shares		72,898
Issuance of common stock to round up shares due to stock split, amount	0	$ 0	0	0
Balance, shares at Jun. 30, 2024		3,160,392
Balance, amount at Jun. 30, 2024	$ 511	$ 1	$ 36,679	$ (36,169)	$ 0

UNAUDITED CONDENSED CONSOLIDA_2

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)	$ (5,909)	$ (3,517)
Adjustments to reconcile net loss to net cash used in operating activities:
Bad debt expense	18	0
Depreciation and amortization	562	707
Amortization of operating lease right of use asset	34	44
Amortization of debt discount	35	5
(Gain) / Loss on extinguishment of debt	335	(70)
Stock-based compensation	38	30
Stock issued for payment of Severance	25	0
Stock issued to Directors	0	73
Other non-cash expenses	3	5
Change in operating assets and liabilities:
Accounts receivable	(1,849)	(1,568)
Inventory	(213)	104
Prepaid expenses and other current assets	64	(115)
Accounts payable and accrued expenses	1,242	(1,222)
Operating lease liabilities	(34)	(44)
NET CASH PROVIDED BY / (USED IN) OPERATING ACTIVITIES	(5,649)	(5,568)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property, equipment and leasehold improvements	(167)	(591)
NET CASH PROVIDED BY / (USED IN) INVESTING ACTIVITIES	(167)	(591)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt, including related parties	2,453	175
Payments of debt principal, including related parties	(1,461)	(2,012)
Payment of debt issuance costs	(138)	0
Proceeds from sales of common stock from Equity Distribution Agreement	1,187	0
Payment of commissions related to sale of common stock	(45)	0
Proceeds from common stock and warrants issued in public offering	5,998	9,398
Payment of costs related to public offering	(500)	(140)
Payment of preferred stock dividends	0	(4)
NET CASH PROVIDED BY / (USED IN) FINANCING ACTIVITIES	7,494	7,417
NET CHANGE IN CASH	1,678	1,258
Cash at beginning of period	510	110
CASH AT END OF PERIOD	2,188	1,368
SUPPLEMENTAL DISCLOSURE FOR OPERATING ACTIVITIES:
Cash paid for interest	557	275
SUPPLEMENTAL DISCLOSURE FOR NON-CASH INVESTING AND FINANCING ACTIVITIES:
Trucks acquired with debt	$ 0	$ 152

ORGANIZATION NATURE OF BUSINESS

ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION	6 Months Ended
	Jun. 30, 2024
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 Blum Holdings, 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 Blum Holdings, 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 (“common stock”), 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, we increased the number of authorized shares of common stock from 6,666,667 shares to 10,000,000 shares. On November 10, 2023, we increased the total number of authorized shares of capital stock of the Company from 20,000,000 to 110,000,000 and increased the total authorized shares of common stock from 10,000,000 shares to 100,000,000 shares. On April 5, 2024, we declared a 1-for-20 reverse stock split of our outstanding common stock. The conversion or exercise prices of our issued and outstanding stock options and warrants were adjusted in connection with the reverse stock split. 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, nutraceuticals and hot sauce, which is distributed throughout the Northeast and Midwest. Currently, Edible Garden’s products are sold at over 5,000 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, 2023 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, 2023 balances reported herein are derived from the audited consolidated financial statements for the year ended December 31, 2023. 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 unaudited condensed consolidated financial position as of June 30, 2024 and December 31, 2023, the unaudited condensed consolidated results of operations for the three and six-month periods ended June 30, 2024 and 2023, and the unaudited condensed consolidated statements of cash flows for the six months ended June 30, 2024 and 2023. 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, the Company may seek funding through additional debt or equity financing arrangements, implement incremental expense reduction measures or a combination thereof to continue financing its operations. 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 11, “ Going Concern

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Recently Issued Accounting Pronouncements to Be Adopted in Future Periods In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740) 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 warrants. 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 credit losses was $87,858 and $136,858 as of June 30, 2024 and December 31, 2023, respectively. Concentrations of Credit Risk During the six months ended June 30, 2024, five customers accounted for approximately 76.3% of our total revenue. During the six months ended June 30, 2023, five customers accounted for approximately 81.0% of our total revenue. As of June 30, 2024, approximately 90.8% of our gross outstanding trade receivables were attributed to six customers, 24.9% of which was due from one customer. As of December 31, 2023, approximately 80.4% of our gross outstanding trade receivables were attributed to four customers, 41.1% of which was due from one customer. 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. 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 $1,948,548 and $413,701 as of June 30, 2024 and December 31, 2023, 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 reserve for excess and obsolete inventory was not material as of June 30, 2024 and December 31, 2023. 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 Accounting Standards Codification (“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 if 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 tables includes revenue disaggregated by revenue stream for the three and six months ended June 30, 2024 and 2023: (in thousands) Three Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 3,835 $ 3,887 Vitamins and Supplements 433 334 Total $ 4,268 $ 4,221 (in thousands) Six Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 6,589 $ 5,830 Vitamins and Supplements 812 846 Total $ 7,401 $ 6,676 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 On January 1, 2024, the Company and Meijer Distribution, Inc. (“Buyer”) entered into two agreements pursuant to which the Company will supply and sell products to Buyer (the “Agreements”). Under the Agreements, the Company will sell (i) fresh cut herbs, including basil, bay leaves, chives, cilantro, dill, mint, oregano, rosemary, sage, thyme; (ii) hydroponic basil; and (iii) potted herbs, including basil, chives, cilantro, mint, oregano, parsley, rosemary, sage, thyme, wheatgrass; in quantities and delivery schedule requested by the Buyer at prices per unit set in advance by the Company and the Buyer. Under the Agreements, the Company and the Buyer will renegotiate the prices for each unit annually, provided that the price per unit will not increase or decrease at a rate greater than the change in the relevant Consumer Price Index in that year. Once set, the pricing terms will remain fixed for the remainder of the year. Any price increases will take effect after sixty days and any price decrease will be effective immediately. If the Company and the Buyer are unable to mutually agree on price increases, the Company will have the power to terminate the Agreements immediately. In addition, under the agreement governing the purchase of potted herbs, the Company agreed to fund the installation of fixtures in each of the Buyer’s stores to display the potted herbs in an aggregate amount of $806,947. These payments were made as a weekly deduction from the Company’s receivables from the Buyer. The Agreements became effective as of January 1, 2024 and expire on December 31, 2026. The Agreements may be renewed for an additional two-year term upon the mutual agreement of the Company and the Buyer. The Agreements may be terminated by the Buyer without cause upon sixty days’ prior notice. Management has determined the payments for the fixtures should be treated as a reduction in revenue under the guidance of ASC 606. As we do not expect the agreement to be terminated before the end of the three-year term, the aggregate cost of the fixtures of approximately $806,947 will be treated as a reduction in the transaction price of products sold to the Buyer during the three-year term of the contract. 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 Interim 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, 2024
INVENTORY
INVENTORY	NOTE 3 – INVENTORY The following table summarizes inventory as of June 30, 2024 and December 31, 2023: (in thousands) June 30, December 31, 2024 2023 Raw materials $ 577 $ 341 Work-in-progress 299 258 Finished goods 15 79 Total inventory $ 891 $ 678

PROPERTY EQUIPMENT AND LEASEHOL

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET	6 Months Ended
	Jun. 30, 2024
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, 2024 and December 31, 2023: (in thousands) June 30, December 31, 2024 2023 $ - $ - Furniture and equipment 1,297 1,276 Computer hardware 8 6 Leasehold improvements 3,134 3,121 Vehicles 456 456 Land 202 202 Construction in progress 308 182 Subtotal 5,405 5,243 Less accumulated depreciation (1,906 ) (1,350 ) Property, equipment and leasehold improvements, net $ 3,499 $ 3,893 Depreciation expense related to property, equipment and leasehold improvements for the six months ended June 30, 2024 and 2023 was $560,073 and $705,118, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2024
INTANGIBLE ASSETS
INTANGIBLE ASSETS	NOTE 5 – INTANGIBLE ASSETS The following table summarizes intangible assets as of June 30, 2024 and December 31, 2023: (in thousands) June 30, 2024 December 31, 2023 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizing Intangible Assets: Pulp brand recipes 15 $ 50 $ (5 ) $ 45 $ 50 $ (3 ) $ 47 Non-compete agreement 2 62 (62 ) - 62 (62 ) - Total Intangible Assets, net $ 112 $ (67 ) $ 45 $ 112 $ (65 ) $ 47 Amortization expense for the six months ended June 30, 2024 and 2023 was $1,667. Annual amortization expense for each of the next five years is estimated to be $3,333 and thereafter $28,333.

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	6 Months Ended
	Jun. 30, 2024
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES The following table summarizes accounts payable and accrued expenses as of June 30, 2024 and December 31, 2023: (in thousands) June 30, 2024 December 31, 2023 Accounts payable $ 1,638 $ 1,233 Accrued expenses 410 3 Employee retention credit funds 865 865 Accrued interest payable 29 32 Accrued payroll 259 270 Accrued severance and Director's Fee 380 - Accrued vacation 138 80 Current lease liability - 34 Total Accounts Payable and Accrued Expenses $ 3,719 $ 2,517

NOTES PAYABLE

NOTES PAYABLE	6 Months Ended
	Jun. 30, 2024
NOTES PAYABLE
NOTES PAYABLE	NOTE 7 – NOTES PAYABLE Notes payable as of June 30, 2024 and December 31, 2023 consisted of the following: (in thousands) June 30, December 31, 2024 2023 Secured promissory note $ 3,106 $ 3,106 Future receivables financing agreement with Cedar Advance, LLC 1,479 - NJD Investments, LLC promissory note 716 864 SBA loan 150 150 Vehicle loans 284 325 Total Gross Debt $ 5,735 $ 4,445 Less: Gross short term debt (4,983 ) (387 ) Less: Long-term debt discount - (18 ) Net Long Term Debt $ 752 $ 4,040 Scheduled maturities of debt as of June 30, 2024, are as follows (in thousands): Years Ending December 31, Secured Promissory Notes Cedar Advance, LLC loan NJD Investments, LLC Promissory Note SBA Loan Vehicle Loans Total 2024 (remaining) - 1,230 153 - 44 1,427 2025 3,106 249 316 - 92 3,763 2026 - - 247 - 82 329 2027 - - - - 59 59 Thereafter - - - 150 7 157 Total $ 3,106 $ 1,479 $ 716 $ 150 $ 284 $ 5,735 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 First Sament Note accrues interest at a rate of 3.5% per annum on a 360-day year basis and matures March 30, 2025. The First Sament Note is secured by the Company’s operating assets purchased from the Predecessor. On November 15, 2023, Sament assigned the note to various third parties who are not affiliated with the Company. As of June 30, 2024, the total outstanding balance of $3,106,458 is included in “Short-term debt, net of discounts” “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”), which accrued interest at a rate of 3.50% per annum and had a maturity date of June 3, 2023. The Second Sament 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 Second Sament 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. Future Receivables Financing Agreement with Cedar Advance, LLC On March 14, 2024, the Company entered into a standard merchant cash advance agreement (the “Cedar Agreement”) with Cedar Advance LLC (“Cedar”), dated as of March 12, 2024, pursuant to which the Company sold to Cedar $1,491,000 of its future accounts receivable for a purchase price of $1,050,000, less fees and expenses of $50,000, for net funds provided of $1,000,000. Pursuant to the Cedar Agreement, Cedar was expected to withdraw $53,250 a week directly from the Company’s bank account until the $1,491,000 due to Cedar under the Cedar Agreement is paid in full. To secure the Company’s obligations under the Cedar Agreement, the Company granted Cedar a security interest in all accounts, including all deposit accounts, accounts receivable, and other receivables, and proceeds as those terms are defined by Article 9 of the Uniform Commercial Code (the “Collateral”). In addition, the Company agreed not to incur, directly or indirectly, any lien on or with respect to the Collateral. In the event of a default (as defined in the Cedar Agreement), Cedar, among other remedies, can enforce its security interest in the Collateral and demand payment in full of the uncollected amount of receivables purchased plus all fees due under the Cedar Agreement. On May 7, 2024, the Company entered into an amended and restated standard merchant cash advance agreement (the “Restated Agreement”) with Cedar, dated as of May 3, 2024, that amended and restated the Cedar Agreement. Under the Restated Agreement, the Company sold to Cedar a total of $2,485,000 of its future accounts receivable collections for a purchase price of $1,750,000. The Company received cash of $544,250 after pay-off of the remaining amount due under the Cedar Agreement of $1,118,250 and fees and expenses of $87,500. Pursuant to the Restated Agreement, the Company is required to pay Cedar 35.0% of all funds collected weekly from customers and Cedar is expected to withdraw $65,395 per week from the Company’s bank account until the $2,485,000 due to Cedar (representing $1,750,000 of principal and $735,000 of interest) under the Restated Agreement is paid in full. Except as amended by the Restated Agreement, the remaining terms of the Cedar Agreement remain in full force and effect. Management determined the Restated Agreement should be accounted for as an extinguishment of debt and recorded a loss on extinguishment of $344,805 during the six months ended June 30, 2024. Unamortized financing fees on the loan totaled $69,551 as of June 30, 2024. NJD Investments, LLC Promissory Note On August 30, 2022, the Company entered into a promissory note (the “NJDI Note”) for $1,136,000 with NJDI in connection with its purchase of the assets of 2900 Madison Ave. SE, Grand Rapids, Michigan (“the Property”). 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, 2024 and December 31, 2023, $308,279 and $300,683 of the outstanding balance is included in “ Short-term debt, net of discounts” Long-term debt, net of discounts” Small Business Administration (“SBA”) Loans 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, 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. 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. During the year ended December 31, 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. As of June 30, 2024, $89,948 of the total outstanding balance of the vehicle loans is included within “ Short-term debt, net of discounts” “Long-term debt, net of discounts” As of December 31, 2023, $85,885 of the total outstanding balance of the vehicle loans is included within “ Short-term debt, net of discounts” “Long-term debt, net of discounts”

STOCKHOLDERS EQUITY (DEFICIT)

STOCKHOLDERS EQUITY (DEFICIT)	6 Months Ended
	Jun. 30, 2024
STOCKHOLDERS EQUITY (DEFICIT)
STOCKHOLDERS' EQUITY (DEFICIT)	NOTE 8 – STOCKHOLDERS’ EQUITY (DEFICIT) 2024 Public Offering On May 23, 2024, the Company completed a best-efforts public offering (the “2024 Offering”) of (i) 2,437,000 common units, each consisting of one share of common stock, one Class A warrant (“ Class A Warrant”) to purchase one share of common stock and one Class B warrant (“Class B Warrant,” together with the Class A Warrants, the “Warrants”) to purchase one share of common stock at a purchase price of $2.26 per unit; and (ii) 218,000 pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrant”), one Class A Warrant and one Class B Warrant at a purchase price of $2.25 per unit. The Warrants had an exercise price of $2.26 per share, subject to an exercise price reset, were immediately exercisable, and, in the case of Class A Warrants, will expire on May 23, 2029, and in the case of Class B Warrants, will expire on November 23, 2025. The Warrants had an exercise price reset feature whereby if, on June 22, 2024, the exercise price of the Warrants was greater than the arithmetic average of the volume-weighted average price of the common stock for the prior five days (the “reset price”), the exercise price of the Warrants would be reduced to the reset price. Pursuant to the reset feature, the exercise price of the Warrants became $1.49 on June 22, 2024. The exercise price of the Class A and Class B Warrants is also subject to adjustment for stock splits, reverse splits, and similar capital transactions as described in such Warrants. Subject to certain ownership limitations described in the Pre-Funded Warrants, the Pre-Funded Warrants were immediately exercisable and may be exercised at a nominal exercise price of $0.01 per share of common stock any time until all of the Pre-Funded Warrants are exercised in full. In connection with the 2024 Offering, on May 22, 2024, the Company also entered into a placement agency agreement (the “Placement Agreement”) pursuant to which Maxim Group LLC (the “Placement Agent”) served as the exclusive placement agent in connection with the 2024 Offering. The Company paid the Placement Agent a cash fee of 7.0% of the aggregate gross proceeds raised at the closing of the 2024 Offering and reimbursement of certain expenses and legal fees in the amount of $80,000. The Company also issued to the Placement Agent warrants to purchase up to an aggregate of 132,750 shares of common stock (the “Placement Agent Warrants”). The Placement Agent Warrants have an exercise price of $2.26 per share and have substantially the same terms as the Class A Warrants, except the Placement Agent Warrants were not subject to an exercise price reset and are not exercisable until November 18, 2024. The Company received gross proceeds of $5,998,120 from the 2024 Offering and paid underwriting fees of $499,868, resulting in net proceeds of $5,498,252. 2024 Equity Distribution Agreement On February 7, 2024, the Company entered into an Equity Distribution Agreement with Maxim Group LLC (“Maxim” or the “sales agent”), pursuant to which the Company could offer and sell shares of common stock, having an aggregate offering price of up to $1,146,893 (the “Aggregate Offering Amount”) from time to time through the sales agent. The offering under the Equity Distribution Agreement terminated when the Company sold the Aggregate Offering Amount. Maxim was entitled to compensation at a fixed commission rate of 3.5% of the gross sales price per share sold. During the six months ended June 30, 2024, the Company sold 181,710 shares of common stock for total gross proceeds of $1,146,890 and paid commissions to Maxim of $40,141. 2023 Public Offering On February 7, 2023, the Company issued an aggregate of 80,950 shares of common stock and warrants to purchase an aggregate of 93,093 shares of common stock (“February Follow-On Warrants”) 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 February Follow-On Warrants, which became exercisable on February 7, 2023, grant the holder the right to purchase one share of common stock at an exercise price equal to $126.00 per share. The February Follow-On Warrants expire on February 7, 2028. In addition to customary cashless exercise, the holders had the right to 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 February 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 4,048 shares of Common Stock at an exercise price of $139.60 per share. These warrants became exercisable on August 2, 2023 and will expire on February 2, 2028. Common Stock The Company has authorized 100,000,000 shares of common stock with $0.0001 par value. On April 5, 2024, we effected a 1-for-20 reverse stock split of our outstanding common stock. The conversion or exercise prices of our issued and outstanding stock options and warrants were adjusted in connection with the reverse stock split. As of June 30, 2024 and December 31, 2023, 3,160,392 and 285,282 common shares were issued and outstanding, respectively. During the six months ended June 30, 2024, the Company issued 2,875,110 shares of common stock, as summarized below: Number of Shares Issuances of common stock in public offering 2,437,000 Sale of common stock pursuant to Equity Distribution Agreement 181,710 Exercises of warrants 174,000 Issuances of common stock to employees and consultants 6,000 Issuance of common stock as payment for severance 3,502 Issuance of common stock to round up shares due to stock split 72,898 Common stock issued during the six months ended June 30, 2024 2,875,110 Summary table of common stock share transactions: Shares outstanding at December 31, 2023 285,282 Common stock issuances 2,875,110 Shares outstanding at June 30, 2024 3,160,392 Stock-Based Compensation On January 18, 2022 in connection with the IPO, the board of directors (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. 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 15,000 shares and extended the term of the 2022 Plan until June 8, 2033. During the six months ended June 30, 2024, the Company issued 6,000 restricted stock awards to employees and consultants of the Company as compensation. We recognized stock-based compensation expense of $38,280 for the awards, which vested immediately. Also during the six months ended June 30, 2024, the Company issued 3,502 shares of common stock with a fair value of $25,000 for payment of accrued severance. Shares available for future stock compensation grants totaled 6,455 at June 30, 2024. The Board approved an amendment to the 2022 Plan that, subject to approval of the Company’s stockholders at the Company’s annual meeting of stockholders, would increase the number of shares available for grant under the 2022 Plan by 650,000 shares. Warrants The following table summarizes transactions involving the Company’s outstanding warrants to purchase common stock for the six months ended June 30, 2024: Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2023 179,345 $ 133.65 Warrants issued in public offering 5,660,750 1.45 Warrants exercised (174,000 ) 0.01 Outstanding at June 30, 2024 5,666,095 $ 5.68

LEASES

LEASES	6 Months Ended
	Jun. 30, 2024
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. During the six months ended June 30, 2024, the Company was party to an ongoing arrangement with our predecessor company, Edible Garden Corp., whereby the Company made lease payments of approximately $21,860 per month to the lessor of the land on which our flagship facility is built and for which our predecessor company 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 months ended June 30, 2024, total operating lease cost was $151,621, all of which was associated with short-term 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. As of December 31, 2023, a short-term lease liability of $34,415 is included within “Accounts Payable and Accrued Expenses” on the condensed consolidated balance sheet. The table below presents total operating lease assets and lease liabilities as of June 30, 2024 and December 31, 2023: (in thousands) June 30, December 31, 2024 2023 Operating lease assets $ - $ 34 Operating lease liabilities $ - $ 34 There were no remaining lease payments due on the lease as of June 30, 2024.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2024
COMMITMENTS AND CONTINGENCIES (Note 10)
COMMITMENTS AND CONTINGENCIES	NOTE 10 – COMMITMENTS AND CONTINGENCIES Effective January 25, 2024, Michael James retired from his positions as Chief Financial Officer, Treasurer, Secretary and Director of the Company. In connection with Mr. James’s retirement, on January 24, 2024, the Company and Mr. James entered into a separation agreement (the “Separation Agreement”). Pursuant to the terms of the Separation Agreement, the Company agreed to pay Mr. James a severance payment of $300,000 in the form of salary continuation until January 2025. In addition, Mr. James is eligible to earn milestone payments under the Separation Agreement in an aggregate amount up to $300,000 if he completes certain transitional deliverables for the Company. Of this amount, the Company has paid $191,667 in milestone payments to Mr. James as of June 30, 2024. The Company granted Mr. James a restricted stock award with a fair value equal to $25,000 as of April 2, 2024. As described in detail in Note 2, "Summary of Significant Accounting Policies,” From time to time, we may be party to or otherwise involved in legal proceedings arising in the ordinary course of business. Management does not believe that there is any pending or threatened proceeding against us, which, if determined adversely, would have a material adverse effect on our business, results of operations or financial condition

GOING CONCERN

GOING CONCERN	6 Months Ended
	Jun. 30, 2024
GOING CONCERN
GOING CONCERN	NOTE 11 – GOING CONCERN These financial statements are prepared on a going concern basis. The Company began operating in 2020. For the six months ended June 30, 2024, we incurred a net loss of $5.9 million. We expect to experience further significant net losses in the foreseeable future. As of June 30, 2024, we had cash available for operations of $2.2 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 revenue and reduce costs 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 raise capital and to continue our business with 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.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2024
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS	NOTE 12 – SUBSEQUENT EVENTS The Company evaluated all of its activities and concluded that no subsequent events have occurred that would require recognition in its financial statements or disclosed in the notes to its financial statements.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Recently Issued Accounting Standards to Be Adopted in Future Periods	In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Improvements to Reportable Segment Disclosures (Topic 280) In December 2023, the FASB issued ASU No. 2023-09, Improvements to Income Tax Disclosures (Topic 740)
Use of Estimate	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 warrants. 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 credit losses was $87,858 and $136,858 as of June 30, 2024 and December 31, 2023, respectively.
Concentration of Credit Risk	During the six months ended June 30, 2024, five customers accounted for approximately 76.3% of our total revenue. During the six months ended June 30, 2023, five customers accounted for approximately 81.0% of our total revenue. As of June 30, 2024, approximately 90.8% of our gross outstanding trade receivables were attributed to six customers, 24.9% of which was due from one customer. As of December 31, 2023, approximately 80.4% of our gross outstanding trade receivables were attributed to four customers, 41.1% of which was due from one customer. 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. 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 $1,948,548 and $413,701 as of June 30, 2024 and December 31, 2023, 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 reserve for excess and obsolete inventory was not material as of June 30, 2024 and December 31, 2023.
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 Accounting Standards Codification (“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 if 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 tables includes revenue disaggregated by revenue stream for the three and six months ended June 30, 2024 and 2023: (in thousands) Three Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 3,835 $ 3,887 Vitamins and Supplements 433 334 Total $ 4,268 $ 4,221 (in thousands) Six Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 6,589 $ 5,830 Vitamins and Supplements 812 846 Total $ 7,401 $ 6,676 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 On January 1, 2024, the Company and Meijer Distribution, Inc. (“Buyer”) entered into two agreements pursuant to which the Company will supply and sell products to Buyer (the “Agreements”). Under the Agreements, the Company will sell (i) fresh cut herbs, including basil, bay leaves, chives, cilantro, dill, mint, oregano, rosemary, sage, thyme; (ii) hydroponic basil; and (iii) potted herbs, including basil, chives, cilantro, mint, oregano, parsley, rosemary, sage, thyme, wheatgrass; in quantities and delivery schedule requested by the Buyer at prices per unit set in advance by the Company and the Buyer. Under the Agreements, the Company and the Buyer will renegotiate the prices for each unit annually, provided that the price per unit will not increase or decrease at a rate greater than the change in the relevant Consumer Price Index in that year. Once set, the pricing terms will remain fixed for the remainder of the year. Any price increases will take effect after sixty days and any price decrease will be effective immediately. If the Company and the Buyer are unable to mutually agree on price increases, the Company will have the power to terminate the Agreements immediately. In addition, under the agreement governing the purchase of potted herbs, the Company agreed to fund the installation of fixtures in each of the Buyer’s stores to display the potted herbs in an aggregate amount of $806,947. These payments were made as a weekly deduction from the Company’s receivables from the Buyer. The Agreements became effective as of January 1, 2024 and expire on December 31, 2026. The Agreements may be renewed for an additional two-year term upon the mutual agreement of the Company and the Buyer. The Agreements may be terminated by the Buyer without cause upon sixty days’ prior notice. Management has determined the payments for the fixtures should be treated as a reduction in revenue under the guidance of ASC 606. As we do not expect the agreement to be terminated before the end of the three-year term, the aggregate cost of the fixtures of approximately $806,947 will be treated as a reduction in the transaction price of products sold to the Buyer during the three-year term of the contract.
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 Interim 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, 2024
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Schedule of disaggregated revenue	(in thousands) Three Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 3,835 $ 3,887 Vitamins and Supplements 433 334 Total $ 4,268 $ 4,221 (in thousands) Six Months Ended, June 30, 2024 June 30, 2023 Herbs, Produce & Floral $ 6,589 $ 5,830 Vitamins and Supplements 812 846 Total $ 7,401 $ 6,676

INVENTORY (Tables)

INVENTORY (Tables)	6 Months Ended
	Jun. 30, 2024
INVENTORY
Schedule of Inventory	(in thousands) June 30, December 31, 2024 2023 Raw materials $ 577 $ 341 Work-in-progress 299 258 Finished goods 15 79 Total inventory $ 891 $ 678

PROPERTY EQUIPMENT AND LEASEH_2

PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET (Tables)	6 Months Ended
	Jun. 30, 2024
PROPERTY EQUIPMENT AND LEASEHOLD IMPROVEMENTS NET
Schedule of Property, Equipment and Leaehold Improvement, Net	(in thousands) June 30, December 31, 2024 2023 $ - $ - Furniture and equipment 1,297 1,276 Computer hardware 8 6 Leasehold improvements 3,134 3,121 Vehicles 456 456 Land 202 202 Construction in progress 308 182 Subtotal 5,405 5,243 Less accumulated depreciation (1,906 ) (1,350 ) Property, equipment and leasehold improvements, net $ 3,499 $ 3,893

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2024
INTANGIBLE ASSETS
Schedule of Intangible assets	(in thousands) June 30, 2024 December 31, 2023 Estimated Useful Life in Years Gross Carrying Value Accumulated Amortization Net Carrying Value Gross Carrying Value Accumulated Amortization Net Carrying Value Amortizing Intangible Assets: Pulp brand recipes 15 $ 50 $ (5 ) $ 45 $ 50 $ (3 ) $ 47 Non-compete agreement 2 62 (62 ) - 62 (62 ) - Total Intangible Assets, net $ 112 $ (67 ) $ 45 $ 112 $ (65 ) $ 47

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables)	6 Months Ended
	Jun. 30, 2024
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Schedule of Accounts Payable and Accrued Expenses	(in thousands) June 30, 2024 December 31, 2023 Accounts payable $ 1,638 $ 1,233 Accrued expenses 410 3 Employee retention credit funds 865 865 Accrued interest payable 29 32 Accrued payroll 259 270 Accrued severance and Director's Fee 380 - Accrued vacation 138 80 Current lease liability - 34 Total Accounts Payable and Accrued Expenses $ 3,719 $ 2,517

NOTES PAYABLE (Tables)

NOTES PAYABLE (Tables)	6 Months Ended
	Jun. 30, 2024
NOTES PAYABLE
Schedule of notes payable	(in thousands) June 30, December 31, 2024 2023 Secured promissory note $ 3,106 $ 3,106 Future receivables financing agreement with Cedar Advance, LLC 1,479 - NJD Investments, LLC promissory note 716 864 SBA loan 150 150 Vehicle loans 284 325 Total Gross Debt $ 5,735 $ 4,445 Less: Gross short term debt (4,983 ) (387 ) Less: Long-term debt discount - (18 ) Net Long Term Debt $ 752 $ 4,040
Schedule maturities of long-term debt	Years Ending December 31, Secured Promissory Notes Cedar Advance, LLC loan NJD Investments, LLC Promissory Note SBA Loan Vehicle Loans Total 2024 (remaining) - 1,230 153 - 44 1,427 2025 3,106 249 316 - 92 3,763 2026 - - 247 - 82 329 2027 - - - - 59 59 Thereafter - - - 150 7 157 Total $ 3,106 $ 1,479 $ 716 $ 150 $ 284 $ 5,735

STOCKHOLDERS EQUITY (DEFICIT) (

STOCKHOLDERS EQUITY (DEFICIT) (Tables)	6 Months Ended
	Jun. 30, 2024
STOCKHOLDERS EQUITY (DEFICIT)
Schedule of shares of common stock	Number of Shares Issuances of common stock in public offering 2,437,000 Sale of common stock pursuant to Equity Distribution Agreement 181,710 Exercises of warrants 174,000 Issuances of common stock to employees and consultants 6,000 Issuance of common stock as payment for severance 3,502 Issuance of common stock to round up shares due to stock split 72,898 Common stock issued during the six months ended June 30, 2024 2,875,110 Summary table of common stock share transactions: Shares outstanding at December 31, 2023 285,282 Common stock issuances 2,875,110 Shares outstanding at June 30, 2024 3,160,392
Schedule of warrants	Warrants (Underlying Shares) Weighted-Average Exercise Price Per Share Outstanding December 31, 2023 179,345 $ 133.65 Warrants issued in public offering 5,660,750 1.45 Warrants exercised (174,000 ) 0.01 Outstanding at June 30, 2024 5,666,095 $ 5.68

LEASES (Tables)

LEASES (Tables)	6 Months Ended
	Jun. 30, 2024
LEASES
Summary of Operating Lease assets and lease Liabilities	(in thousands) June 30, December 31, 2024 2023 Operating lease assets $ - $ 34 Operating lease liabilities $ - $ 34

ORGANIZATION NATURE OF BUSINE_2

ORGANIZATION NATURE OF BUSINESS AND BASIS OF PRESENTATION (Details Narrative) - $ / shares				1 Months Ended			6 Months Ended
	Nov. 10, 2023	Sep. 08, 2021	Oct. 14, 2020	Jan. 26, 2023	Jan. 18, 2022	Jun. 30, 2021	Jun. 30, 2024	Dec. 31, 2023	Jun. 08, 2023
Common stock, shares authorized							100,000,000	100,000,000
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
Initial public offering shares	10,000,000						100,000,000
Capital Stock Of The Company [Member] | Maximum [Member]
Common stock, shares authorized	110,000,000								10,000,000
Capital Stock Of The Company [Member] | Minimum [Member]
Common stock, shares authorized	20,000,000								6,666,667
Common Stock Shares [Member]
Common stock, shares authorized		200,000,000	20,000,000	6,666,667		50,000,000	100,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue	$ 4,268	$ 4,221	$ 7,401	$ 6,676
Herbs, Produce & Floral [Member]
Revenue	3,835	3,887	6,589	5,830
Vitamins and Supplements [Member]
Revenue	$ 433	$ 334	$ 812	$ 846

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Reserve for credit losses	$ 87,858		$ 136,858
Insured limitations amount	1,948,548		$ 413,701
Advertising expenses	$ 73,584	$ 29,152
Description of payments for the fixtures treated as a reduction in revenue	expect the agreement to be terminated before the end of the three-year term, the aggregate cost of the fixtures of approximately $806,947 will be treated as a reduction in the transaction price of products sold to the Buyer during the three-year term of the contract
Installation of fixtures amount	$ 806,947
Agreement expiry date	December 31, 2026
One Customers [Member] | Sales Member
Revenue percentage			41.10%
Gross outstanding trade receivables, Percentage	24.90%
Four Customers [Member]
Gross outstanding trade receivables, Percentage			80.40%
Three Customers [Member]
Gross outstanding trade receivables, Percentage	90.80%
Total revenue from five customer percentage	76.30%	81%

INVENTORY (Details)

INVENTORY (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
INVENTORY
Raw materials	$ 577	$ 341
Work-in-progress	299	258
Finished goods	15	79
Total inventory	$ 891	$ 678

PROPERTY, EQUIPMENT AND LEASEHO

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
Subtotal	$ 5,405	$ 5,243
Less accumulated depreciation	(1,906)	(1,350)
Property, equipment and leasehold improvements, net	3,499	3,893
Construction in progress [Member]
Subtotal	308	182
Furniture and equipment [Member]
Subtotal	1,297	1,276
Computer hardware [Member]
Subtotal	8	6
Leasehold improvements [Member]
Subtotal	3,134	3,121
Vehicles [Member]
Subtotal	456	456
Land [Member]
Subtotal	$ 202	$ 202

PROPERTY, EQUIPMENT AND LEASE_2

PROPERTY, EQUIPMENT AND LEASEHOLD IMPROVEMENTS, NET (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Property, Equipment and Leasehold Improvements [Member]
Depreciation expense	$ 560,073	$ 705,118

INTANGIBLE ASSETS (Details)

INTANGIBLE ASSETS (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Amortizing Intangible Assets, gross carrying value	$ 112	$ 112
Amortizing Intangible Assets, accumulated amortization	(67)	(65)
Amortizing Intangible Assets, net carrying value	45	47
Pulp Brand Recipes [Member]
Amortizing Intangible Assets, gross carrying value	50	50
Amortizing Intangible Assets, accumulated amortization	(5)	(3)
Amortizing Intangible Assets, net carrying value	$ 45	47
Amortizing Intangible Assets, estimated useful life in years	15 years
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

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
INTANGIBLE ASSETS
Amortization expense	$ 1,667	$ 1,667
Estimated annual amortization expense
2024	3,333
2025	3,333
2026	3,333
2027	3,333
thereafter	$ 28,333

ACCOUNTS PAYABLE AND ACCRUED _3

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
ACCOUNTS PAYABLE AND ACCRUED EXPENSES
Accounts payable	$ 1,638	$ 1,233
Accrued expense	410	3
Employee retention credit funds	865	865
Accrued interest payable	29	32
Accrued payroll	259	270
Accrued severance and Director's fees	380	0
Accrued vacation	138	80
Current lease liability	0	34
Total Accounts Payable and Accrued Expenses	$ 3,719	$ 2,517

NOTES PAYABLE (Details)

NOTES PAYABLE (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
NOTES PAYABLE
Secured promissory note	$ 3,106	$ 3,106
Future receivables financing agreement with Cedar Advance, LLC	1,479	0
NJD Investments, LLC promissory note	716	864
SBA loan	150	150
Vehicle loan	284	325
Total gross debt	5,735	4,445
Less: Gross short term debt	(4,983)	(387)
Less: Debt discount	0	(18)
Net long term debt	$ 752	$ 4,040

NOTES PAYABLE (Details 1)

NOTES PAYABLE (Details 1) $ in Thousands	Jun. 30, 2024 USD ($)
Secured Promissory Notes [Member]
2024 (remaining)	$ 0
2025	3,106
2026	0
2027	0
Thereafter	0
Long term debt total	3,106
NJD Investments, LLC Promissory [Member]
2024 (remaining)	153
2025	316
2026	247
2027	0
Thereafter	0
Long term debt total	716
SBA Loan [Member]
2024 (remaining)	0
2025	0
2026	0
2027	0
Thereafter	150
Long term debt total	150
Vehicle Loans [Member]
2024 (remaining)	44
2025	92
2026	82
2027	59
Thereafter	7
Long term debt total	284
Total [Member]
2024 (remaining)	1,427
2025	3,763
2026	329
2027	59
Thereafter	157
Long term debt total	5,735
Cedar Advance, LLC Loan [Member]
2024 (remaining)	1,230
2025	249
2026	0
2027	0
Thereafter	0
Long term debt total	$ 1,479

NOTES PAYABLE (Details Narrativ

NOTES PAYABLE (Details Narrative) - USD ($)				1 Months Ended			6 Months Ended		12 Months Ended
	May 07, 2024	Mar. 14, 2024	Jun. 02, 2020	Aug. 30, 2022	Jun. 22, 2020	Mar. 30, 2020	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Unamortized discount							$ 0		$ 18,000
Interest amount							557,000	$ 275,000
Loss on extinguishment							344,805
Unamortized financing fees							69,551
Future Receivables Financing Agreement with Cedar Advance, LLC [Member]
Fees and expenses		$ 50,000
Prior payment		1,050,000
Net funds		1,000,000
Sale		1,491,000
Withdrawal amount		53,250
Payment due		$ 1,491,000
Vehicle Loan [Member]
Outstanding balance							89,948		$ 85,885
Long term debt balance outstanding							239,343
Short-term debt, net of discounts							193,615
Accrued interest rate									10.49%	7.64%
Financing agreements									$ 151,850	$ 158,214	$ 102,681
Loan Maturity date									2028	2027	2026
Vehicle Loan [Member] | Minimum Member
Accrued interest rate											16.84%
Vehicle Loan [Member] | Maximum Member
Accrued interest rate											18.66%
First Sament Note Member
Accrued interest							9,363		$ 9,363
Unamortized discount							12,446		19,429
Outstanding balance							3,106,458		3,106,458
Promissory note			$ 653,870			$ 3,000,000
Interest rate			3.50%			3.50%
Maturity date			Jun. 03, 2023			Mar. 30, 2025
First Sament Note One Member
Accrued interest							27,125
Outstanding balance							606,653
Debt principal							70,420				$ 23,203
NJD Investments, LLC Promissory Note [Member]
Accrued interest										$ 19,210
Outstanding balance							308,279		300,683
Promissory note				$ 1,136,000
Interest rate				5%
Monthly installment				$ 28,089
Guaranteed amount				$ 1,136,000
Long term debt balance outstanding							407,622		563,685
Future accounts receivable	$ 2,485,000
Future accounts receivable purchase price	1,750,000
Future accounts receivable cash received	544,250
Remaining amount due under the Cedar Agreement	1,118,250
Fees and expenses	$ 87,500
Required to pay Cedar	35%
Cedar to withdraw	$ 65,395
Due to Cedar	2,485,000
Interest amount	$ 735,000
Maturity date				Sep. 01, 2026
SBA Loan [Member]
Accrued interest							19,357		18,756
Outstanding balance							$ 150,000		$ 150,000
Interest rate					3.75%
Proceeds from loan					$ 150,000
Maturity date					Jun. 22, 2050

STOCKHOLDERS EQUITY (DEFICIT)_2

STOCKHOLDERS EQUITY (DEFICIT) (Details)	6 Months Ended
	Jun. 30, 2024 shares
STOCKHOLDERS EQUITY (DEFICIT)
Issuances of common stock in public offering	2,437,000
Exercises of warrants	174,000
Sale of common stock pursuant to Equity Distribution Agreement	181,710
Issuances of common stock to employees and consultants	6,000
Issuance of common stock as payment for severance	3,502
Issuance of common stock to round up shares due to stock split	72,898
Common stock issued during the six months ended June 30, 2024	2,875,110
Shares outstanding	285,282
Common stock issuances	2,875,110
Shares outstanding	3,160,392

STOCKHOLDERS EQUITY (DEFICIT)_3

STOCKHOLDERS EQUITY (DEFICIT) (Details 1)	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Exercises of warrants	174,000
Warrants to Purchase [Member]
Warrant outstanding beg	179,345
Warrants issued in public offering	5,660,750
Exercises of warrants	(174,000)
Warrant outstanding	5,666,095
Weighted average exercise price per share Warrant outstanding | $ / shares	$ 133.65
Weighted average exercise price per share Warrants issued in public offering | $ / shares	1.45
Weighted average exercise price per share Warrants exercised | $ / shares	0.01
Weighted average exercise price per share warrant outstanding | $ / shares	$ 5.68

STOCKHOLDERS EQUITY (DEFICIT)_4

STOCKHOLDERS EQUITY (DEFICIT) (Details Narrative) - USD ($)			1 Months Ended		6 Months Ended
	Feb. 07, 2024	Jun. 08, 2023	May 23, 2024	Jan. 18, 2022	Jun. 30, 2024	Jun. 30, 2023	Jun. 22, 2024	Dec. 31, 2023
Stock-based compensation expense					$ 38,280
Restricted stock awards to employees and consultants					6,000
Common stock, authorized					100,000,000			100,000,000
Gross proceeds					$ 1,187,000	$ 0
Common stock, par value					$ 0.0001			$ 0.0001
Common stock, issued during the year					2,875,110
Common stock, issued					3,160,392			285,282
Common stock, outstanding					3,159,019			285,282
Stock Compensation Plan [Member]
Common stock, issued during the year					3,502
Common stock issued fair value					$ 25,000
Future stock compensation grants					6,455
Increase the number of shares available for grant under the 2022 Plan					650,000
2024 Public offering [Member]
Offering and reimbursement and legal fees					$ 80,000
Issued of warrants to purchase					132,750
Exercise price			$ 2.26		$ 2.26		$ 1.49
Gross proceeds from issue of warrant under placement agreement					$ 5,998,120
Paid underwriting fees					499,868
Gross proceeds from issue of warrant under placement agreement net					$ 5,498,252
2024 Equity Distribution Agreement [Member] | Series A Convertible Preferred Stocks [Member]
Aggregate offering price	$ 1,146,893
Commission rate	3.50%
Common stock shares sold					181,710
Gross proceeds					$ 1,146,890
Underwriting discounts and commissions and expenses					$ 40,141
2023 Public Offering [Member]
Description of best-efforts public offering	Company issued an aggregate of 80,950 shares of common stock and warrants to purchase an aggregate of 93,093 shares of common stock (“February Follow-On Warrants”) 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 February Follow-On Warrants, which became exercisable on February 7, 2023, grant the holder the right to purchase one share of common stock at an exercise price equal to $126.00 per share. The February Follow-On Warrants expire on February 7, 2028. In addition to customary cashless exercise, the holders had the right to 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 February 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 4,048 shares of Common Stock at an exercise price of $139.60 per share. These warrants became exercisable on August 2, 2023 and will expire on February 2, 2028		Company completed a best-efforts public offering (the “2024 Offering”) of (i) 2,437,000 common units, each consisting of one share of common stock, one Class A warrant (“ Class A Warrant”) to purchase one share of common stock and one Class B warrant (“Class B Warrant,” together with the Class A Warrants, the “Warrants”) to purchase one share of common stock at a purchase price of $2.26 per unit; and (ii) 218,000 pre-funded units, each consisting of one pre-funded warrant to purchase one share of common stock (“Pre-Funded Warrant”), one Class A Warrant and one Class B Warrant at a purchase price of $2.25 per unit
Initial Public Offering [Member]
Stock Option Plan		15,000		50,000

LEASES (Details)

LEASES (Details) - USD ($) $ in Thousands	Jun. 30, 2024	Dec. 31, 2023
LEASES
Operating lease assets	$ 0	$ 34
Operating lease liabilities	$ 0	$ 34

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	6 Months Ended		12 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
LEASES
Lease payments per month during the period	$ 21,860
Total operating lease cost	$ 151,621		$ 146,392
Short term lease liabilities			$ 34,415
Short-term leases		$ 53,250

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Apr. 02, 2024	Jan. 25, 2024
Payment of products	$ 806,947
Michael James [Member]
Separation Agreement terms, description	eligible to earn milestone payments under the Separation Agreement in an aggregate amount up to $300,000 if he completes certain transitional deliverables for the Company
Salary			$ 300,000
Restricted stock award with a fair value		$ 25,000
Payment of products	$ 191,667

GOING CONCERN (Details Narrativ

GOING CONCERN (Details Narrative) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Net Income (Loss)	$ (1,932)	$ (638)	$ (5,909)	$ (3,517)
Going Concern [Member]
Net Income (Loss)			(5,900)
Cash balance	$ 2,200		$ 2,200