Fresh Vine Wine (VINE) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2024	Nov. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41147
Entity Registrant Name	Fresh Vine Wine, Inc.
Entity Central Index Key	0001880343
Entity Tax Identification Number	87-3905007
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	P.O. Box 78984
Entity Address, City or Town	Charlotte
Entity Address, State or Province	NC
Entity Address, Postal Zip Code	28271
City Area Code	(855)
Local Phone Number	766-9463
Title of 12(b) Security	Common stock, $0.001 par value
Trading Symbol	VINE
Security Exchange Name	NYSEAMER
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		15,976,227

BALANCE SHEETS (Unaudited)

BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash	$ 72,029	$ 236,340
Restricted cash	50,039	100,000
Accounts receivable	45,280	172,101
Inventories	232,826	337,873
Prepaid expenses	81,589	42,943
Total current assets	481,763	889,257
Equity investment	500,000	500,000
Total assets	981,763	1,389,257
Current liabilities
Accounts payable	1,156,937	509,337
Settlement payable	585,976	585,976
Accrued expenses	1,125,942	810,723
Accrued expenses - related parties	309,333	309,333
Deferred revenue	2,685	3,407
Note payable	27,500
Convertible notes payable, net of discount	174,969
Total current liabilities	3,383,342	2,218,776
Total liabilities	3,383,342	2,218,776
Stockholders’ deficit
Common stock, $0.001 par value - 100,000,000 shares authorized at September 30, 2024 and December 31, 2023; 15,976,227 shares issued and outstanding at September 30, 2024 and December 31, 2023	15,976	15,976
Additional paid-in capital	26,572,493	25,631,255
Accumulated deficit	(28,990,067)	(26,476,760)
Total stockholders’ deficit	(2,401,579)	(829,519)
Total liabilities and stockholders’ deficit	981,763	1,389,257
Series A Preferred Stock [Member]
Stockholders’ deficit
Series B preferred stock, 9,135 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	10	10
Series B Preferred Stock [Member]
Stockholders’ deficit
Series B preferred stock, 9,135 and 0 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	$ 9

BALANCE SHEETS (Unaudited) (Par

BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2024	Dec. 31, 2023
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	25,000,000	25,000,000
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Outstanding	15,976,227	15,976,227
Series A Preferred Stock [Member]
Preferred Stock, Shares Outstanding	10,000	10,000
Series B Preferred Stock [Member]
Preferred Stock, Shares Outstanding	9,135	0

STATEMENTS OF OPERATIONS (Unaud

STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total net revenue	$ 63,209	$ 847,959	$ 238,261	$ 1,586,714
Cost of revenues	65,046	889,844	240,539	3,631,491
Gain from recovery of inventory reserve	(154,483)
Gross profit (loss)	152,646	(41,885)	(2,278)	(2,044,777)
Selling, general and administrative expenses	459,988	1,141,390	2,393,735	4,784,535
Equity-based compensation	1,626	946,415	4,878	1,734,765
Operating loss	(308,968)	(2,129,690)	(2,400,891)	(8,564,077)
Other income		30	39	1,296
Interest expense	6,322		6,322
Net loss	(315,290)	(2,129,660)	(2,407,174)	(8,562,781)
Preferred dividends – Series A	50,000	15,600	106,133	15,600
Net loss attributable to common stockholders	$ (365,290)	$ (2,145,260)	$ (2,513,307)	$ (8,578,381)
Weighted average shares outstanding
Basic	15,976,227	15,976,227	15,976,227	15,085,911
Diluted	15,976,227	15,976,227	15,976,227	15,085,911
Net loss per share – basic	$ (0.02)	$ (0.13)	$ (0.15)	$ (0.57)
Net loss per share – diluted	$ (0.02)	$ (0.13)	$ (0.15)	$ (0.57)
Wholesale Revenue [Member]
Total net revenue	$ 7,766	$ 744,532	$ 39,926	$ 1,192,138
Direct To Consumer Revenue [Member]
Total net revenue	$ 55,443	$ 103,427	$ 198,335	$ 394,576

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Series A Preferred Stock [Member]	Series B Preferred Stock [Member]	Total
Beginning balance, value at Dec. 31, 2022			$ 12,732	$ 21,420,732	$ (15,819,858)			$ (5,613,606)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022			12,732,257
Rights offering – common stock and warrants issued			$ 3,144	2,543,584				2,546,728
[custom:StockIssuedDuringPeriodSharesRightsOfferingCommonStockAndWarrantsIssuedinShares]			3,143,969
Equity-based compensation			$ 500	257,172				257,672
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			500,000
Stock forfeiture			$ (500)	500
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited			(500,000)
Net loss					(2,010,824)			(2,010,824)
Ending balance, value at Mar. 31, 2023			$ 15,876	24,221,988	(17,830,682)			6,407,182
Shares, Outstanding, Ending Balance at Mar. 31, 2023			15,876,226
Beginning balance, value at Dec. 31, 2022			$ 12,732	21,420,732	(15,819,858)			(5,613,606)
Shares, Outstanding, Beginning Balance at Dec. 31, 2022			12,732,257
Net loss								(8,562,781)
Stock Issued During Period, Shares, New Issues						8,000
Issuance of warrants, with convertible notes payable
Ending balance, value at Sep. 30, 2023	$ 8		$ 15,976	25,457,806	(24,398,239)			1,075,551
Shares, Outstanding, Ending Balance at Sep. 30, 2023	8,000		15,976,227
Beginning balance, value at Mar. 31, 2023			$ 15,876	24,221,988	(17,830,682)			6,407,182
Shares, Outstanding, Beginning Balance at Mar. 31, 2023			15,876,226
Equity-based compensation			$ 1,141	373,037				374,178
Shares Issued, Shares, Share-Based Payment Arrangement, after Forfeiture			1,141,332
Net loss					(4,422,297)			(4,422,297)
Ending balance, value at Jun. 30, 2023			$ 17,017	24,595,025	(22,252,979)			2,359,063
Shares, Outstanding, Ending Balance at Jun. 30, 2023			17,017,558
Equity-based compensation				111,748				111,748
Stock forfeiture			$ (1,041)	1,041
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited			(1,041,331)
Net loss					(2,129,660)			(2,129,660)
Issuance of Series B preferred stock	$ 8			749,992				750,000
Stock Issued During Period, Shares, New Issues	8,000					8,000
Accrued preferred dividends, Series A (24%/share)					(15,600)			(15,600)
Ending balance, value at Sep. 30, 2023	$ 8		$ 15,976	25,457,806	(24,398,239)			1,075,551
Shares, Outstanding, Ending Balance at Sep. 30, 2023	8,000		15,976,227
Beginning balance, value at Dec. 31, 2023	$ 10		$ 15,976	25,631,255	(26,476,760)			(829,519)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	10,000		15,976,227
Equity-based compensation				1,625				1,625
Net loss					(1,212,315)			(1,212,315)
Issuance of Series B preferred stock		$ 1		90,324				90,325
Stock Issued During Period, Shares, New Issues		940
Accrued preferred dividends, Series A (24%/share)					(30,000)			(30,000)
Ending balance, value at Mar. 31, 2024	$ 10	$ 1	$ 15,976	25,723,204	(27,719,075)			(1,979,884)
Shares, Outstanding, Ending Balance at Mar. 31, 2024	10,000	940	15,976,227
Beginning balance, value at Dec. 31, 2023	$ 10		$ 15,976	25,631,255	(26,476,760)			(829,519)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	10,000		15,976,227
Net loss								(2,407,174)
Stock Issued During Period, Shares, New Issues							9,135
Issuance of warrants, with convertible notes payable								131,353
Ending balance, value at Sep. 30, 2024	$ 10	$ 9	$ 15,976	26,572,493	(28,990,067)			(2,401,579)
Shares, Outstanding, Ending Balance at Sep. 30, 2024	10,000	9,135	15,976,227
Beginning balance, value at Mar. 31, 2024	$ 10	$ 1	$ 15,976	25,723,204	(27,719,075)			(1,979,884)
Shares, Outstanding, Beginning Balance at Mar. 31, 2024	10,000	940	15,976,227
Equity-based compensation				1,626				1,626
Net loss					(879,569)			(879,569)
Issuance of Series B preferred stock		$ 8		714,684				714,692
Stock Issued During Period, Shares, New Issues		8,195
Accrued preferred dividends, Series A (24%/share)					(26,133)			(26,133)
Ending balance, value at Jun. 30, 2024	$ 10	$ 9	$ 15,976	26,439,514	(28,624,777)			(2,169,268)
Shares, Outstanding, Ending Balance at Jun. 30, 2024	10,000	9,135	15,976,227
Equity-based compensation				1,626				1,626
Net loss					(315,290)			(315,290)
Stock Issued During Period, Shares, New Issues
Accrued preferred dividends, Series A (24%/share)					(50,000)			(50,000)
Issuance of warrants, with convertible notes payable				131,353				131,353
Ending balance, value at Sep. 30, 2024	$ 10	$ 9	$ 15,976	$ 26,572,493	$ (28,990,067)			$ (2,401,579)
Shares, Outstanding, Ending Balance at Sep. 30, 2024	10,000	9,135	15,976,227

STATEMENTS OF CHANGES IN STOC_2

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT) (Unaudited) (Parenthetical)	3 Months Ended				6 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2024
Statement of Stockholders' Equity [Abstract]
Preferred Stock, Dividend Rate, Percentage	24%	12%	12%	12%	12%

STATEMENTS OF CASH FLOWS (Unaud

STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Cash flows from operating activities
Net loss	$ (315,290)	$ (2,407,174)	$ (8,562,781)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount	6,322	6,322
Equity-based compensation	1,626	4,878	1,734,765
Inventory write-down			1,732,500
Allowance for doubtful accounts			37,733
Changes in operating assets and liabilities
Accounts receivable		126,821	(171,594)
Insurance recovery receivable			804,907
Inventories		105,047	1,221,304
Prepaid expenses and other		(38,646)	74,272
Accounts payable		647,600	(34,492)
Accrued compensation			(420,413)
Settlement payable			(1,250,000)
Accrued expenses		209,085	227,036
Accrued expenses - related parties			29,333
Deferred revenue		(722)	(7,973)
Net cash used in operating activities		(1,346,789)	(4,585,403)
Cash flows from financing activities
Proceeds from notes payable		42,500
Proceeds from convertible notes payable and warrants	300,000	300,000
Proceeds from rights offering - net of issuance costs			2,615,014
Payments on note payable		(15,000)
Net cash provided by financing activities		1,132,517	3,365,014
Net decrease in cash and restricted cash		(214,272)	(1,220,389)
Cash and restricted cash - beginning of period		336,340	2,080,335
Cash and restricted cash - end of period	122,068	122,068	859,946
Supplemental disclosure of non-cash investing and financing activities
Accrued Series A dividends		106,133	15,600
Equity warrants issued in conjunction with convertible notes payable	131,353	131,353
Series A Preferred Stock [Member]
Cash flows from financing activities
Proceeds from issuance of Series B preferred stock - net of issuance costs			750,000
Series B Preferred Stock [Member]
Cash flows from financing activities
Proceeds from issuance of Series B preferred stock - net of issuance costs		$ 805,017

1. SUMMARY OF SIGNIFICANT ACCOU

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Fresh Vine Wine, Inc. (“the Company”, “our”, “we”), a Nevada corporation, is a premium wine brand built to complement consumers’ healthy and active lifestyles. The Company provides a competitively priced premium product that is blended to deliver several important benefits, such as low-cal, low-sugar, low-carb. The Company’s wines are also gluten-free and keto and vegan friendly. The Company’s revenue is comprised primarily of wholesale and direct to consumer (DTC) sales, and representation and distribution services. Wholesale revenue is generated through sales to distributors located in states throughout the United States of America. DTC revenue is generated from individuals purchasing wine directly from the Company through club membership and the Company’s website. Basis of Presentation The Company’s financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform to the current financial statement presentation. Termination of Agreement and Plan of Merger with Notes Live On January 25, 2024, the Company, FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Notes, Live, Inc., a Colorado corporation (“Notes Live”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Notes Live, with Notes Live continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). On July 31, 2024, the Merger Agreement was terminated. Liquidity, Going Concern, and Management Plan Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $ 29.0 1.3 4.6 2.9 72,000 50,000 The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and cash equivalents, working capital and strategic capital raises. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months and the current cash and working capital as of the filing of this Form 10-Q, such matters create a substantial doubt regarding the Company’s ability to meet their financial needs and continue as a going concern. The Company received gross proceeds of approximately $ 914,000 1 300,000 4.1 200,000 10,000,000 These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, allowance for inventory obsolescence, equity-based compensation for employees and non-employees, and the valuation of deferred tax assets. Cash The Company maintains its accounts at two financial institutions. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk. Restricted Cash Included in the cash balance is a balance of approximately $ 50,000 100,000 Accounts Receivable Accounts receivable consists of amounts owed to the Company for sales of the Company’s products on credit and are reported at net realizable value. Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of September 30, 2024 and December 31, 2023 there was no allowance for doubtful accounts. Inventories Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the average cost method) or net realizable value. The Company reduces the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value. The Company’s estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand, and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of September 30, 2024 and December 31, 2023, the Company had recorded an inventory allowance of approximately $ 0 112,000 Investment in Equity Securities Equity investments that do not provide the Company the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the measurement alternative for non-marketable equity securities under ASC 321 Investments – Equity Securities. In accordance with ASC 321, the non-marketable equity securities are initially measured at cost and reviewed at year end for impairment and fair value changes. As of September 30, 2024, there were no changes recorded for the value of the investment since the initial measurement. Revenue recognition The Company’s total revenue reflects the sale of wine domestically in the U.S. to wholesale distributors or DTC customers. Under ASC Topic 606, Revenue from Contracts with Customers The Company also generates revenue through membership in its wine club. Wine club members pay a monthly fee, which varies depending on level of membership, and are entitled to receive quarterly shipments of wine, free shipping, and discounts on other wine and merchandise purchased. The Company recognizes revenue for the monthly membership dues when the product is delivered. Any membership dues received before the product is delivered is recorded as deferred revenue on the Company’s balance sheet. ASC 606 notes that when another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should be recognized as net sales. Products are sold for cash or on credit terms. Credit terms are established in accordance with local and industry practices, and typically require payment within 30-60 days of delivery or shipment, as dictated by the terms of each agreement. The Company has elected the practical expedient to not account for significant financing components as its payment terms are less than one year, and the Company determines the terms at contract inception. The Company’s sales terms do not allow for the right of return. The following table presents the percentages of total revenue disaggregated by sales channels for the three and nine months ended September 30, 2024 and 2023: Three months ended Nine months ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Wholesale 12.3 % 87.8 % 16.8 % 75.1 % Direct to consumer 87.7 % 12.2 % 83.2 % 24.9 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 % Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash, accounts receivable, accounts payable, deferred revenue and other financial working capital items approximate fair value at September 30, 2024 and December 31, 2023, due to the short maturity nature of these items. Income Taxes The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of September 30, 2024 or December 31, 2023, and as such, no interest or penalties were recorded to income tax expense. As of September 30, 2024 and December 31, 2023, the Company has no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months. Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The Company recognizes any forfeitures as they occur. The Company measures equity-based compensation when the service inception date precedes the grant date based on the fair value of the award as an accrual of equity-based compensation and adjusts the cost to fair value at each reporting date prior to the grant date. In the period in which the grant occurs, the cumulative compensation cost is adjusted to the fair value at the date of the grant. See Note 9 for further discussion of equity-based compensation incurred in 2024 and 2023. Advertising The Company expenses the costs of advertising as incurred. Advertising expenses were approximately $ 7,000 258,000 334,000 1.4 Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements and is eligible to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is an emerging growth company and has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocable opts out of the extended transition period provide in the JOBS Act. NYSE Listing Requirements On September 8, 2023, the Company received a written notice (the “Notice”) from NYSE American stating that it was not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”), which requires a listed company that has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years to maintain at least $ 4 2.4 On November 21, 2023, the Company received notification (the “Acceptance Letter”) from NYSE American that the Company’s plan to regain compliance with NYSE American’s listing standards was accepted. The Acceptance Letter also stated that the Company is not in compliance with Section 1003(a)(i) of the Company Guide, which requires an issuer to have stockholders’ equity of $ 2.0

2. LOSS PER SHARE

2. LOSS PER SHARE	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
2. LOSS PER SHARE	2. LOSS PER SHARE Basic net loss per share is determined by dividing net loss attributable to common shareholders by the weighted-average shares outstanding during the period. Diluted EPS reflects potential dilution and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the numbers of additional common shares that would have been outstanding if all potential common shares had been issued and were dilutive. However, potentially dilutive securities are excluded from the computation of diluted EPS to the extent that their effect is anti-dilutive. The following table shows the components of diluted shares for the periods ending: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Numerator: Net loss $ (315,290 ) $ (2,129,660 ) $ (2,407,174 ) $ (8,562,781 ) Less: dividends on Series A preferred stock 50,000 15,600 106,133 15,600 Net loss attributable to common stockholders $ (365,290 ) $ (2,145,260 ) $ (2,513,307 ) $ (8,578,381 ) Denominator: Basic – weighted shares outstanding 15,976,227 15,976,227 15,976,227 15,085,911 Dilutive effect from shares authorized — — — — Diluted – weighted shares outstanding 15,976,227 15,976,227 15,976,227 15,085,911 Basic loss per share $ (0.02 ) $ (0.13 ) $ (0.15 ) $ (0.57 ) Diluted loss per share $ (0.02 ) $ (0.13 ) $ (0.15 ) $ (0.57 ) At September 30, 2024 and 2023, 17,502,861 5,905,528

3. INVENTORIES

3. INVENTORIES	9 Months Ended
	Sep. 30, 2024
Inventory Disclosure [Abstract]
3. INVENTORIES	3. INVENTORIES Inventory is primarily bottled wine which is carried at the lower cost (calculated using the average cost method) or net realizable value. The Company increased the inventory allowance by approximately $ 209,000 154,000 233,000 338,000 0 112,000

4. PREPAID EXPENSES

4. PREPAID EXPENSES	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
4. PREPAID EXPENSES	4. PREPAID EXPENSES Prepaid expenses consist of the following at: September 30, December 31, Prepaid marketing expenses $ 63,750 $ 9,871 Prepaid insurance 17,839 33,072 Total $ 81,589 $ 42,943

5. INVESTMENTS

5. INVESTMENTS	9 Months Ended
	Sep. 30, 2024
Investments, All Other Investments [Abstract]
5. INVESTMENTS	5. INVESTMENTS In connection with the Plan of Merger in December 2023 (as described in Note 1), the Company made a $ 500,000 50,000

6. ACCRUED EXPENSES

6. ACCRUED EXPENSES	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
6. ACCRUED EXPENSES	6. ACCRUED EXPENSES Accrued expenses consist of the following at: September 30, December 31, 2024 2023 Sponsorship agreements $ 832,660 $ 608,818 Accrued credit card charges 3,580 7,275 Accrued Series A Preferred Stock dividends 148,000 41,867 Legal and professional 47,924 125,704 Other accrued expenses 93,778 27,059 Total $ 1,125,942 $ 810,723 The sponsorship agreements related to marketing contracts with unrelated parties within the sports and entertainment industry. The terms of the agreements ranged from two to four years with annual payments ranging from $ 103,000 216,000 0 88,000 296,000 265,000 370,000 Accrued credit card charges primarily consist of warehouse, shipping and other operating costs paid via Company credit card as a tool for managing cashflow.

7. NOTES PAYABLE

7. NOTES PAYABLE	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
7. NOTES PAYABLE	7. NOTES PAYABLE Set forth below is a summary of the Company’s outstanding debts as of September 30, 2024 and December 31, 2023: September 30, December 31, 2024 2023 Convertible notes 360,000 — Less: discount on convertible notes (185,031 ) — Total convertible notes, net of discount 174,969 — Other note payable 27,500 — Total $ 202,469 $ — In October 2024, the Company entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with two accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $ 600,000 0.001 20 500,000 0.40 300,000 In connection with the Securities Purchase Agreements, the Company issued warrants with an exercise period of five years to purchase up to 740,000 0.40 The Company reviewed the warrants in connection with the Securities Purchase Agreements under ASC 815 and concluded that the warrants are not in scope of ASC 480 and are not subject to the derivative guidance under ASC 815. Accordingly, the warrants were equity classified. As such the principal value of the Notes was allocated using the relative fair value basis of all instruments. As the warrants were issued with another instrument the purchase price was allocated using the relative fair value method (i.e., warrants at its fair value and the Notes at its principal value allocated using the relative fair value of the proceeds received an applied proportionally to the equity classified warrants and Notes). As of September 30, 2024, the Company received cash proceeds of $ 300,000 131,353 191,353 As of September 30, 2024, the Notes net of unamortized debt discount was $ 174,969 6,322 Principal maturities of the Company’s notes payable are as follows: Years Ending December 31, Amount 2024 (three months) $ 27,500 2025 360,000 2026 — 2027 — Total $ 387,500

8. STOCKHOLDERS_ EQUITY

8. STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
8. STOCKHOLDERS’ EQUITY	8. STOCKHOLDERS’ EQUITY Rights offering During the first quarter of 2023, the Company distributed, at no charge to holders of the Company’s common stock, non-transferable subscription rights to purchase up to an aggregate of 6,366,129 one one 1.25 0.5 1.00 3,143,969 3,143,969 3.14 2.6 3.93 Series A Convertible Preferred Stock On July 27, 2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock, par value $ 0.001 10,000 On August 2, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors (the “Purchasers”) pursuant to which the Company agreed to issue and sell in a private placement (the “Offering”) shares of Series A Stock. Pursuant to the Securities Purchase Agreement, the Purchasers collectively agreed to purchase up to 10,000 100.00 1.0 4,000 400,000 4,000 2,000 Each share of Series A Stock is convertible, at any time and from time to time from and after the date of the Initial Closing at the option of the holder thereof, into the number of shares of common stock (“Conversion Shares”) calculated by dividing the Stated Value by a conversion price (the “Conversion Price”) of $ 0.10 0.10 0.05 Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary (a “Liquidation”), the Holders shall (i) first be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to 150 The Company may redeem (i) up to 75 150 50 200 Each holder of a share of Series A Stock is entitled to receive dividends payable, subject to certain conditions, in cash or shares of common stock (“Dividend Shares”) valued as either (i) the then applicable Conversion Price, or (ii) 50 12 24 The shares of Series A Stock will vote with the common stock as a single class on all matters submitted to a vote of stockholders of the Company other than any proposal to approve the issuance of shares of common stock in excess of the Exchange Share Cap or the Individual Holder Share Cap. The Preferred Shares will vote on an as-converted to common stock basis, taking into account the conversion limitations resulting from the Exchange Share Cap and the Individual Holder Share Cap, if and as applicable; however, solely for purposes of determining voting rights, the Conversion Price shall be equal to the most recent closing sale price of the common stock as of the execution and delivery of the Securities Purchase Agreement, which was $ 0.47 There issuance activity of the Series A Stock is summarized below: Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Series A preferred stock shares issued — 8,000 — 8,000 Net proceeds $ — $ 750,000 $ — $ 750,000 The Series A Stock meets the requirements for permanent equity classification as prescribed by the authoritative guidance. The following table summarizes accrued dividends that the Company is legally obligated to pay: September 30, December 31, Series A preferred stock $ 148,000 $ 41,867 Series B Convertible Preferred Stock On March 14, 2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations of Series B Convertible Preferred Stock, par value $ 0.001 50,000 During the first and second quarters of 2024, the Company entered into multiple Securities Purchase Agreements with accredited investors pursuant to which the Company agreed to issue and sell in a private placement (the “Series B Offering”) shares of Series B Stock. Pursuant to the Securities Purchase Agreement, each share of Series B Stock will have a stated value equal to $ 100.00 9,135 913,500 Each share of Series B Stock shall be convertible at the option of the holder thereof into the number of shares common stock (“Conversion Shares”) calculated by dividing the Stated Value by the Conversion Price (the “Conversion Ratio”)(subject to the limitations described below). For such purposes, the “Conversion Price” means $ 0.45 0.45 0.05 Except for stock dividends or distributions for which adjustments are to be made pursuant to antidilution provisions of the Certificate, holders of Series B Stock shall be entitled to receive dividends on shares of Series B Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common stock. The Company may redeem (i) up to 75 150 50 200 The Series B Stock will vote with the common stock and the Series A Convertible Preferred Stock as a single class on all matters submitted to a vote of stockholders of the Company other than any proposal to approve the issuance of shares of common stock upon the conversion of Series B Stock in excess of the Exchange Share Cap or the Individual Holder Share Cap. The shares of Series B Stock will vote on an as-converted to common stock basis, taking into account the conversion limitations resulting from the Exchange Share Cap and the Individual Holder Share Cap, if and as applicable; however, solely for purposes of determining voting rights, the Conversion Price with respect to each share of Series B Stock shall be equal to the most recent closing sale price of the common stock as of the execution and delivery of the securities purchase agreement or other subscription or similar agreement pursuant to which such share of Series B Stock was issued by the Company. The Company previously engaged The Oak Ridge Financial Services Group, Inc. to serve as a financial advisor to the Company in connection with capital raising activities. In connection with the Series B Offering, the Company has agreed to pay the Oak Ridge a cash fee equal to 8.0 300,000 0.50 The issuance activity of the Series B Stock is summarized below: Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 Series B preferred stock shares issued — — 9,135 — Net proceeds $ — $ — $ 805,017 $ — The Series B Stock meets the requirements for permanent equity classification as prescribed by the authoritative guidance. Third Party Vendor Engagements and Related Founder Share Forfeitures In December 2022, Rick Nechio and Damian Novak, two of the Company’s founders, together agreed to forfeit and transfer back to the Company without consideration a total of 970,000 970,000 1,030,000

9. EQUITY-BASED COMPENSATION

9. EQUITY-BASED COMPENSATION	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
9. EQUITY-BASED COMPENSATION	9. EQUITY-BASED COMPENSATION Shares of Restricted Stock In April 2023, the members of the Company’s Board of Directors, collectively, were granted a total of 100,000 25,000 25,000 Total equity-based compensation expense related to shares of restricted stock issuances was $ 0 105,346 0 598,404 Restricted stock activity as of and for the nine-month period ended September 30, 2024 was as follows: Number of Weighted Outstanding at December 31, 2023 20,000 0.00 Granted — — Vested or released (20,000 ) — Forfeited — — Outstanding at September 30, 2024 — — Vendor Stock Awards Vendor stock award activity subject to revenue-related performance objectives during the nine months ended September 30, 2024 was as follows: Number of Shares of Vendor Stock Awards Weighted Outstanding at December 31, 2023 1,030,000 1.25 Granted — — Vested or released — — Forfeited — — Outstanding at September 30, 2024 1,030,000 0.46 Stock Options Stock option activity for nine-month period ended September 30, 2024 was as follows: Number of Weighted Weighted Outstanding at December 31, 2023 446,559 $ 8.88 8.08 Granted — — — Exercised — — — Forfeited (1,666 ) — — Outstanding at September 30, 2024 444,893 $ 8.91 7.33 Exercisable at September 30, 2024 69,892 $ 3.04 7.93 Equity-based compensation expense totaling $ 1,626 6,504 4,877 145,295 1,381 Warrants As disclosed in Note 8, 3,143,969 300,000 444,000 Warrant activity for nine-month period ended September 30, 2024 was as follows: Number of Weighted Weighted Outstanding at December 31, 2023 3,553,969 $ 1.61 4.16 Granted 744,000 0.44 5.62 Vested or released — — — Forfeited — — — Outstanding at September 30, 2024 3,997,969 $ 1.40 3.82 The Company uses the Black-Scholes option-pricing model to estimate the fair value of equity-based awards. The inputs for the Black-Scholes valuation model require management’s significant assumptions. Prior to the Company’s IPO, the price per share of common stock was determined by the Company’s board based on recent prices of common stock sold in private offerings. Subsequent to the IPO, the price per share of common stock is determined by using the closing market price on the New York Stock Exchange on the grant date. The risk-free interest rate is based on the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant date. The expected term for employee and non-employee awards ranged from 5 10

10. INCOME TAXES

10. INCOME TAXES	9 Months Ended
	Sep. 30, 2024
Income Tax Disclosure [Abstract]
10. INCOME TAXES	10. INCOME TAXES The Company has federal and state net operating loss carryforwards with a full valuation allowance against the deferred tax assets as of September 30, 2024. No income tax expense or benefit was recorded for the three and nine months ended September 30, 2024 and 2023 due to the Company’s net loss position.

11. SUPPLIER AND CUSTOMER CONCE

11. SUPPLIER AND CUSTOMER CONCENTRATION	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
11. SUPPLIER AND CUSTOMER CONCENTRATION	11. SUPPLIER AND CUSTOMER CONCENTRATION The Company has an agreement with an unrelated party for various wine making activities, including production, bottling, labelling, and packaging. The Company pays certain storage, administrative fees and taxes related to the purchased goods. There is no specified term of the agreement but continues as additional blanket sales orders are issued. For the nine month periods ended September 30, 2024 and 2023, substantially all of the Company’s inventory purchases were from this supplier. The Company also engages with other suppliers for the purchase of a select varietal of wine to be offered in limited quantities. There are no formal agreements due to the infrequency of activity with these suppliers. A significant portion of the Company’s wholesale revenue in the first nine months of 2024 comes from three national distributor customers that operate in several markets. For the nine-month period ended September 30, 2024, approximately 79 89 96 87 66

12. COMMITMENTS AND CONTINGENCI

12. COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
12. COMMITMENTS AND CONTINGENCIES	12. COMMITMENTS AND CONTINGENCIES License agreements During March 2021, the Company entered into two license agreements with certain equity investors for marketing and advertising services. These two agreements were terminated during the third quarter of 2023 and the remaining prepaid license fee was expensed. The net expense relating to the agreements was $ 0 89,333 0 329,333 309,000

13. LEGAL PROCEEDINGS

13. LEGAL PROCEEDINGS	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
13. LEGAL PROCEEDINGS	13. LEGAL PROCEEDINGS Timothy Michaels On February 24, 2022, Timothy Michaels, the former Chief Operating Officer of the Company, signed a Separation Agreement and Release (the “Separation Agreement”) in connection with the termination of his employment with the Company, which occurred on February 7, 2022. On May 27, 2022, Mr. Michaels filed a complaint against the Company in the Fourth Judicial District Court, Hennepin County, Minnesota, alleging that the Company breached the February 24, 2022 Separation Agreement by including a restricted “lock-up” legend on shares of the Company’s common stock issued to Mr. Michaels pursuant to the Settlement Agreement. The complaint also included counts alleging breach of the implied covenant of good faith and fair dealing, issuer liability under Minn. Stat. § 336.8-401 for delay in removing or directing the Company’s transfer agent to remove the lock-up legend from the shares, conversion and civil theft. The Company made a motion seeking dismissal of the conversion and civil theft counts, which was granted by the Fourth Judicial District Court, Hennepin County, Minnesota on October 31, 2022. On August 9, 2023, the Company moved for summary judgment on Mr. Michaels’ remaining claims. A jury trial commenced on January 23, 2024. During trial, on January 24, 2024, the Company filed a motion for judgement in favor of the Company as a matter of law, which was denied by the Court. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in the amount of $ 585,976.25

14. SUBSEQUENT EVENTS

14. SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
14. SUBSEQUENT EVENTS	14. SUBSEQUENT EVENTS Securities Purchase Agreements – Notes and Warrants On October 8, 2024, the Company entered into Securities Purchase Agreements (the “Securities Purchase Agreements”) with two accredited investors, pursuant to which the Company agreed to sell up to an aggregate principal amount of $ 600,000 0.001 740,000 The Notes were issued with original issuance discount of 20 500,000 300,000 0.40 9.99 Additionally, the Notes are secured by certain assets of the Company pursuant to a security agreement that was entered into in connection with the issuance of the Notes (the “Security Agreement”). The obligations under the Notes are guaranteed by a guaranty (the “Guaranty”) by the Company in favor of the investors. The Warrants are immediately exercisable at an initial exercise price equal to $ 0.40 9.99 Securities Purchase Agreement – Series B Preferred Stock The Company’s board of directors has approved the issuance and sale of up to approximately 40,000 100.00 40,865 4.1 Each share of Series B Preferred Stock has the powers, designations, preferences, and other rights of the shares of such series as discussed in Note 8. Secured Promissory Notes Issued in favor of the Company The Company and Amaze Software, Inc. (“Amaze”) entered into a promissory note (the “Amaze Note”) effective October 28, 2024, under which the Company agreed to lend to Amaze the principal sum of up to $ 3.5 6.00 12 9 The Company and Adifex Holdings LLC (“Adifex”) entered into a promissory note (the “Adifex Note”) effective October 7, 2024, under which the Company agreed to lend to Adifex the principal sum of up to $ 3.5 6.00 Business Combination Agreement with Adifex On November 3, 2024, the Company entered into a Business Combination Agreement (the “Business Combination Agreement”) with (i) Amaze Holdings Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Pubco”), (ii) VINE Merger Sub Inc., a Delaware corporation and wholly subsidiary of Pubco (“ VINE Merger Sub Adifex Merger Sub Adifex Business Combination Upon the closing of the Business Combination, (i) VINE Merger Sub will merge with and into the Company (the “VINE Merger”), with the Company as the surviving company in the VINE Merger and, as a result of the VINE Merger, the Company will become a wholly owned subsidiary of Pubco with holders of the Company’s equity interests receiving Pubco common stock, and (ii) Adifex Merger Sub will merge with and into Adifex (the “Adifex Merger”), with Adifex as the surviving company in the Adifex Merger and, as a result of the Adifex Merger, Adifex will become a wholly owned subsidiary of Pubco and the Adifex equity interests will be automatically converted into a pro rata portion of the merger consideration in Pubco common stock. The Business Combination Agreement contains customary representations, warranties and covenants, including covenants obligating the Company, during the period prior to closing, to conduct its business and operations in the ordinary course of business and not to engage in certain specified activities without Adifex’s prior consent. Consummation of the Business Combination is subject to the satisfaction or waiver of certain closing conditions, including without limitation, approval by the Company’s stockholders of the Business Combination Agreement, including the Business Combination, completion of the acquisition of Amaze by Adifex, and the Company having raised up to $ 10,000,000 The Business Combination Agreement may be terminated in certain limited circumstances including (i) by mutual written consent of the Company and Adifex; (ii) by either the Company or Adifex if the VINE Merger and the Adifex Merger have not have been consummated by April 30, 2025 (subject to extension) (iii) by either the Company or Adifex if a court of competent jurisdiction or governmental authority has issued a final and nonappealable order, or taken any other action, having the effect of permanently restraining, enjoining, or otherwise prohibiting any of the transactions contemplated by the Business Combination Agreement; (iv) by either the Company or Adifex upon a breach of any representation, warranty, covenant, or agreement in the Business Combination Agreement by the other party; or (v) by the Company, upon the Company’s board of directors authorizing the Company to enter into a permitted alternative agreement in the manner set forth in the Business Combination Agreement. Sponsorship Settlement Agreement On October 8, 2024, the Company settled in arbitration with WFI Stadium and Pro-Football LLC d/b/a Washington Commanders (together as the “Commanders”). The Company paid $ 80,000 370,000

1. SUMMARY OF SIGNIFICANT ACC_2

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Nature of Business	Nature of Business Fresh Vine Wine, Inc. (“the Company”, “our”, “we”), a Nevada corporation, is a premium wine brand built to complement consumers’ healthy and active lifestyles. The Company provides a competitively priced premium product that is blended to deliver several important benefits, such as low-cal, low-sugar, low-carb. The Company’s wines are also gluten-free and keto and vegan friendly. The Company’s revenue is comprised primarily of wholesale and direct to consumer (DTC) sales, and representation and distribution services. Wholesale revenue is generated through sales to distributors located in states throughout the United States of America. DTC revenue is generated from individuals purchasing wine directly from the Company through club membership and the Company’s website.
Basis of Presentation	Basis of Presentation The Company’s financial statements have been prepared and are presented in accordance with United States generally accepted accounting principles (“U.S. GAAP”). The financial statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform to the current financial statement presentation.
Termination of Agreement and Plan of Merger with Notes Live	Termination of Agreement and Plan of Merger with Notes Live On January 25, 2024, the Company, FVW Merger Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), and Notes, Live, Inc., a Colorado corporation (“Notes Live”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which, among other things, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement, Merger Sub will merge with and into Notes Live, with Notes Live continuing as a wholly-owned subsidiary of the Company and the surviving corporation of the merger (the “Merger”). On July 31, 2024, the Merger Agreement was terminated.
Liquidity, Going Concern, and Management Plan	Liquidity, Going Concern, and Management Plan Historically, the Company has incurred losses, which has resulted in an accumulated deficit of approximately $ 29.0 1.3 4.6 2.9 72,000 50,000 The Company’s ability to continue as a going concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and cash equivalents, working capital and strategic capital raises. The ultimate success of these plans is not guaranteed. In considering our forecast for the next twelve months and the current cash and working capital as of the filing of this Form 10-Q, such matters create a substantial doubt regarding the Company’s ability to meet their financial needs and continue as a going concern. The Company received gross proceeds of approximately $ 914,000 1 300,000 4.1 200,000 10,000,000 These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
Accounting Estimates	Accounting Estimates Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include allowance for doubtful accounts, allowance for inventory obsolescence, equity-based compensation for employees and non-employees, and the valuation of deferred tax assets.
Cash	Cash The Company maintains its accounts at two financial institutions. At times throughout the year, the Company’s cash balances may exceed amounts insured by the Federal Deposit Insurance Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.
Restricted Cash	Restricted Cash Included in the cash balance is a balance of approximately $ 50,000 100,000
Accounts Receivable	Accounts Receivable Accounts receivable consists of amounts owed to the Company for sales of the Company’s products on credit and are reported at net realizable value. Credit terms are extended to customers in the normal course of business. The Company performs ongoing credit evaluations of its customers’ financial conditions. The Company estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts considered uncollectible are written off against the allowance. As of September 30, 2024 and December 31, 2023 there was no allowance for doubtful accounts.
Inventories	Inventories Inventories primarily include bottled wine which is carried at the lower of cost (calculated using the average cost method) or net realizable value. The Company reduces the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value. The Company’s estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand, and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of September 30, 2024 and December 31, 2023, the Company had recorded an inventory allowance of approximately $ 0 112,000
Investment in Equity Securities	Investment in Equity Securities Equity investments that do not provide the Company the ability to exert significant influence over the operating or financial decisions of the investee are accounted for under the measurement alternative for non-marketable equity securities under ASC 321 Investments – Equity Securities. In accordance with ASC 321, the non-marketable equity securities are initially measured at cost and reviewed at year end for impairment and fair value changes. As of September 30, 2024, there were no changes recorded for the value of the investment since the initial measurement.
Revenue recognition	Revenue recognition The Company’s total revenue reflects the sale of wine domestically in the U.S. to wholesale distributors or DTC customers. Under ASC Topic 606, Revenue from Contracts with Customers The Company also generates revenue through membership in its wine club. Wine club members pay a monthly fee, which varies depending on level of membership, and are entitled to receive quarterly shipments of wine, free shipping, and discounts on other wine and merchandise purchased. The Company recognizes revenue for the monthly membership dues when the product is delivered. Any membership dues received before the product is delivered is recorded as deferred revenue on the Company’s balance sheet. ASC 606 notes that when another party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should be recognized as net sales. Products are sold for cash or on credit terms. Credit terms are established in accordance with local and industry practices, and typically require payment within 30-60 days of delivery or shipment, as dictated by the terms of each agreement. The Company has elected the practical expedient to not account for significant financing components as its payment terms are less than one year, and the Company determines the terms at contract inception. The Company’s sales terms do not allow for the right of return. The following table presents the percentages of total revenue disaggregated by sales channels for the three and nine months ended September 30, 2024 and 2023: Three months ended Nine months ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Wholesale 12.3 % 87.8 % 16.8 % 75.1 % Direct to consumer 87.7 % 12.2 % 83.2 % 24.9 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 %
Fair Value of Financial Instruments	Fair Value of Financial Instruments The Company’s accounting for fair value measurements of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows: ● Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date. ● Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability. ● Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date. The level in the fair value hierarchy within which a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The carrying values of cash, accounts receivable, accounts payable, deferred revenue and other financial working capital items approximate fair value at September 30, 2024 and December 31, 2023, due to the short maturity nature of these items.
Income Taxes	Income Taxes The Company recognizes uncertain tax positions in accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. The Company recognizes interest and/or penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of September 30, 2024 or December 31, 2023, and as such, no interest or penalties were recorded to income tax expense. As of September 30, 2024 and December 31, 2023, the Company has no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12 months.
Equity-Based Compensation	Equity-Based Compensation The Company measures equity-based compensation cost at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which is generally the vesting period. The Company recognizes any forfeitures as they occur. The Company measures equity-based compensation when the service inception date precedes the grant date based on the fair value of the award as an accrual of equity-based compensation and adjusts the cost to fair value at each reporting date prior to the grant date. In the period in which the grant occurs, the cumulative compensation cost is adjusted to the fair value at the date of the grant. See Note 9 for further discussion of equity-based compensation incurred in 2024 and 2023.
Advertising	Advertising The Company expenses the costs of advertising as incurred. Advertising expenses were approximately $ 7,000 258,000 334,000 1.4
Application of New or Revised Accounting Standards	Application of New or Revised Accounting Standards Pursuant to the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), a company constituting an “emerging growth company” is, among other things, entitled to rely upon certain reduced reporting requirements and is eligible to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. The Company is an emerging growth company and has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively and irrevocable opts out of the extended transition period provide in the JOBS Act.
NYSE Listing Requirements	NYSE Listing Requirements On September 8, 2023, the Company received a written notice (the “Notice”) from NYSE American stating that it was not in compliance with Section 1003(a)(ii) of the NYSE American Company Guide (the “Company Guide”), which requires a listed company that has reported losses from continuing operations and/or net losses in three of its four most recent fiscal years to maintain at least $ 4 2.4 On November 21, 2023, the Company received notification (the “Acceptance Letter”) from NYSE American that the Company’s plan to regain compliance with NYSE American’s listing standards was accepted. The Acceptance Letter also stated that the Company is not in compliance with Section 1003(a)(i) of the Company Guide, which requires an issuer to have stockholders’ equity of $ 2.0

1. SUMMARY OF SIGNIFICANT ACC_3

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
Disaggregation of Revenue [Table Text Block]	Three months ended Nine months ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Wholesale 12.3 % 87.8 % 16.8 % 75.1 % Direct to consumer 87.7 % 12.2 % 83.2 % 24.9 % Total revenue 100.0 % 100.0 % 100.0 % 100.0 %

2. LOSS PER SHARE (Tables)

2. LOSS PER SHARE (Tables)	9 Months Ended
	Sep. 30, 2024
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Numerator: Net loss $ (315,290 ) $ (2,129,660 ) $ (2,407,174 ) $ (8,562,781 ) Less: dividends on Series A preferred stock 50,000 15,600 106,133 15,600 Net loss attributable to common stockholders $ (365,290 ) $ (2,145,260 ) $ (2,513,307 ) $ (8,578,381 ) Denominator: Basic – weighted shares outstanding 15,976,227 15,976,227 15,976,227 15,085,911 Dilutive effect from shares authorized — — — — Diluted – weighted shares outstanding 15,976,227 15,976,227 15,976,227 15,085,911 Basic loss per share $ (0.02 ) $ (0.13 ) $ (0.15 ) $ (0.57 ) Diluted loss per share $ (0.02 ) $ (0.13 ) $ (0.15 ) $ (0.57 )

4. PREPAID EXPENSES (Tables)

4. PREPAID EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Schedule of Other Assets [Table Text Block]	September 30, December 31, Prepaid marketing expenses $ 63,750 $ 9,871 Prepaid insurance 17,839 33,072 Total $ 81,589 $ 42,943

6. ACCRUED EXPENSES (Tables)

6. ACCRUED EXPENSES (Tables)	9 Months Ended
	Sep. 30, 2024
Payables and Accruals [Abstract]
Schedule of Accrued Liabilities [Table Text Block]	September 30, December 31, 2024 2023 Sponsorship agreements $ 832,660 $ 608,818 Accrued credit card charges 3,580 7,275 Accrued Series A Preferred Stock dividends 148,000 41,867 Legal and professional 47,924 125,704 Other accrued expenses 93,778 27,059 Total $ 1,125,942 $ 810,723

7. NOTES PAYABLE (Tables)

7. NOTES PAYABLE (Tables)	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
Schedule of Debt [Table Text Block]	September 30, December 31, 2024 2023 Convertible notes 360,000 — Less: discount on convertible notes (185,031 ) — Total convertible notes, net of discount 174,969 — Other note payable 27,500 — Total $ 202,469 $ —
Schedule of Maturities of Long-Term Debt [Table Text Block]	Years Ending December 31, Amount 2024 (three months) $ 27,500 2025 360,000 2026 — 2027 — Total $ 387,500

8. STOCKHOLDERS_ EQUITY (Tables

8. STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
[custom:ScheduleOfSeriesAStockIssuanceActivityTableTextBlock]	Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2024 2023 2024 2023 Series A preferred stock shares issued — 8,000 — 8,000 Net proceeds $ — $ 750,000 $ — $ 750,000
Schedule of Dividends Payable [Table Text Block]	September 30, December 31, Series A preferred stock $ 148,000 $ 41,867
[custom:ScheduleOfSeriesBStockIssuanceActivityTableTextBlock]	Three months ended Nine months ended September 30, September 30, 2024 2023 2024 2023 Series B preferred stock shares issued — — 9,135 — Net proceeds $ — $ — $ 805,017 $ —

9. EQUITY-BASED COMPENSATION (T

9. EQUITY-BASED COMPENSATION (Tables)	9 Months Ended
	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]	Number of Weighted Outstanding at December 31, 2023 20,000 0.00 Granted — — Vested or released (20,000 ) — Forfeited — — Outstanding at September 30, 2024 — — Vendor Stock Awards Vendor stock award activity subject to revenue-related performance objectives during the nine months ended September 30, 2024 was as follows: Number of Shares of Vendor Stock Awards Weighted Outstanding at December 31, 2023 1,030,000 1.25 Granted — — Vested or released — — Forfeited — — Outstanding at September 30, 2024 1,030,000 0.46
Share-Based Payment Arrangement, Option, Activity [Table Text Block]	Number of Weighted Weighted Outstanding at December 31, 2023 446,559 $ 8.88 8.08 Granted — — — Exercised — — — Forfeited (1,666 ) — — Outstanding at September 30, 2024 444,893 $ 8.91 7.33 Exercisable at September 30, 2024 69,892 $ 3.04 7.93
Schedule of Stockholders' Equity Note, Warrants or Rights [Table Text Block]	Number of Weighted Weighted Outstanding at December 31, 2023 3,553,969 $ 1.61 4.16 Granted 744,000 0.44 5.62 Vested or released — — — Forfeited — — — Outstanding at September 30, 2024 3,997,969 $ 1.40 3.82

Percentages of total revenue di

Percentages of total revenue disaggregated by sales channels (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Revenue Benchmark [Member]
Product Information [Line Items]
Concentration Risk, Percentage	100%	100%	100%	100%
Wholesale Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk, Percentage	12.30%	87.80%	16.80%	75.10%
Customer Concentration Risk [Member]
Product Information [Line Items]
Concentration Risk, Percentage	87.70%	12.20%	83.20%	24.90%

1. SUMMARY OF SIGNIFICANT ACC_4

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)		1 Months Ended		3 Months Ended		6 Months Ended	9 Months Ended		12 Months Ended
	Sep. 08, 2023	Nov. 14, 2024	Nov. 21, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2024	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Retained Earnings (Accumulated Deficit)				$ (28,990,067)			$ (28,990,067)		$ (26,476,760)
Net Cash Provided by (Used in) Operating Activities							(1,346,789)	$ (4,585,403)
[custom:WorkingCapital-0]				2,900,000			2,900,000
Cash Equivalents, at Carrying Value				72,029			72,029		236,340
Restricted Cash, Current				50,039			50,039		100,000
[custom:GrossProceedsFromSaleOfPreferredStock]		$ 4,100,000				$ 914,000			1,000,000
Proceeds from Convertible Debt		200,000		300,000			300,000
[custom:MaximumFundsToBeRaisedThroughEquitySalesAndDebtSecuritiesPursuantToBusinessCombinationAgreement]		$ 10,000,000
Inventory Valuation Reserves				0			0		112,000
Advertising Expense				7,000	$ 258,000		334,000	1,400,000
Stockholders' Equity, Other	$ 4,000,000		$ 2,000,000
Equity, Attributable to Parent				$ (2,401,579)	$ 1,075,551	$ (2,169,268)	$ (2,401,579)	$ 1,075,551	$ (829,519)	$ (1,979,884)	$ 2,359,063	$ 6,407,182	$ (5,613,606)

Components of diluted shares (D

Components of diluted shares (Details) - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (315,290)	$ (879,569)	$ (1,212,315)	$ (2,129,660)	$ (4,422,297)	$ (2,010,824)	$ (2,407,174)	$ (8,562,781)
Less: dividends on Series A preferred stock	50,000			15,600			106,133	15,600
Net loss attributable to common stockholders	$ (365,290)			$ (2,145,260)			$ (2,513,307)	$ (8,578,381)
Basic – weighted shares outstanding	15,976,227			15,976,227			15,976,227	15,085,911
Dilutive effect from shares authorized
Diluted – weighted shares outstanding	15,976,227			15,976,227			15,976,227	15,085,911
Basic loss per share	$ (0.02)			$ (0.13)			$ (0.15)	$ (0.57)
Diluted loss per share	$ (0.02)			$ (0.13)			$ (0.15)	$ (0.57)

2. LOSS PER SHARE (Details Narr

2. LOSS PER SHARE (Details Narrative) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,502,861	5,905,528

3. INVENTORIES (Details Narrati

3. INVENTORIES (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Inventory Disclosure [Abstract]
[custom:IncreaseInventoryAllowance]		$ 209,000
[custom:GainOnInventoryReserve]	$ 154,000
Inventory, Finished Goods, Gross	233,000		$ 338,000
Inventory Valuation Reserves	$ 0		$ 112,000

Prepaid expenses (Details)

Prepaid expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid marketing expenses	$ 63,750	$ 9,871
Prepaid insurance	17,839	33,072
Total	$ 81,589	$ 42,943

5. INVESTMENTS (Details Narrati

5. INVESTMENTS (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Investments, All Other Investments [Abstract]
Equity Method Investments	$ 500,000	$ 500,000
Investment Owned, Balance, Shares		50,000

Accrued expenses (Details)

Accrued expenses (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Sponsorship agreements	$ 832,660	$ 608,818
Accrued credit card charges	3,580	7,275
Accrued Series A Preferred Stock dividends	148,000	41,867
Legal and professional	47,924	125,704
Other accrued expenses	93,778	27,059
Total	$ 1,125,942	$ 810,723

6. ACCRUED EXPENSES (Details Na

6. ACCRUED EXPENSES (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		9 Months Ended
	Nov. 14, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Supplier Finance Program [Line Items]
[custom:ExpensesRelatedToSponsorshipAgreements]		$ 0	$ 88,000	$ 296,000	$ 265,000
[custom:GainOnSettlementOfSponsorshipAgreements]	$ 370,000
Sponsorship Agreements [Member] | Minimum [Member]
Supplier Finance Program [Line Items]
[custom:SponsorshipAgreementAnnualPayments]				103,000
Sponsorship Agreements [Member] | Maximum [Member]
Supplier Finance Program [Line Items]
[custom:SponsorshipAgreementAnnualPayments]				$ 216,000

Summary of the Company's outsta

Summary of the Company's outstanding debts (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
Convertible notes	$ 360,000
Less: discount on convertible notes	(185,031)
Total convertible notes, net of discount	174,969
Other note payable	27,500
Total	$ 202,469

Principal maturities of the Com

Principal maturities of the Company's notes payable (Details)	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
	$ 27,500
	360,000
	$ 387,500

7. NOTES PAYABLE (Details Narra

7. NOTES PAYABLE (Details Narrative) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Oct. 31, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023
Debt Disclosure [Abstract]
[custom:SecuredConvertiblePromissoryNotesPrincipalAmount]	$ 600,000
[custom:SecuredConvertiblePromissoryNotesConversionPrice]	$ 0.001
[custom:SecuredConvertiblePromissoryNotesOriginalIssueDiscountRate]	20%
[custom:GrossProceedsFromSecuredConvertiblePromissoryNotes]	$ 500,000
[custom:SecuredConvertiblePromissoryNotesConversionPriceCommonStock]	$ 0.40
[custom:ProceedsFromSecuredConvertiblePromissoryNotes]		$ 300,000		$ 300,000
[custom:WarrantsIssuedPursuantToSecuritiesPurchaseAgreements]	740,000
[custom:WarrantsIssuedPursuantToSecuritiesPurchaseAgreementsExercisePrice]	$ 0.40
[custom:FairValueOfWarrantsRecorded-0]		131,353	$ 131,353	131,353
[custom:OriginalIssueDiscountRecorded-0]		191,353	191,353	191,353
[custom:DebtInstrumentNetOfUnamortizedDiscountCurrent-0]		$ 174,969	174,969	174,969
Amortization of Debt Issuance Costs and Discounts			$ 6,322	$ 6,322

Issuance activity of Series A S

Issuance activity of Series A Stock (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 01, 2023	Sep. 07, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Series A preferred stock shares issued	2,000	4,000					1,030,000
Series A Preferred Stock [Member]
Class of Stock [Line Items]
Series A preferred stock shares issued				8,000		8,000
Net proceeds				$ 750,000		$ 750,000

Accrued dividends that the Comp

Accrued dividends that the Company is legally obligated to pay (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2024	Dec. 31, 2023
Equity [Abstract]
Series A preferred stock	$ 148,000	$ 41,867

Issuance activity of Series B S

Issuance activity of Series B Stock (Details) - USD ($)			3 Months Ended		9 Months Ended		12 Months Ended
	Dec. 01, 2023	Sep. 07, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022
Class of Stock [Line Items]
Series B preferred stock shares issued	2,000	4,000					1,030,000
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Series B preferred stock shares issued					9,135
Net proceeds					$ 805,017

8. STOCKHOLDERS_ EQUITY (Detail

8. STOCKHOLDERS’ EQUITY (Details Narrative) - USD ($)							3 Months Ended					6 Months Ended	9 Months Ended		12 Months Ended
	Mar. 14, 2024	Dec. 01, 2023	Sep. 07, 2023	Aug. 02, 2023	Jul. 27, 2023	Mar. 14, 2023	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Feb. 22, 2023
Class of Stock [Line Items]
Temporary Equity, Shares Subscribed but Unissued											6,366,129
Class of Warrant or Right, Exercise Price of Warrants or Rights							$ 0.50				$ 1.25		$ 0.50
[custom:StockholderReceivedSubscriptionRights-0]																	0.5
[custom:StockholdersSubscriptionPerShare-0]																	$ 1
Stock Issued During Period, Value, New Issues								$ 714,692	$ 90,325	$ 750,000
Demutualization by Insurance Entity, Securities Issued, Gross Cash Proceeds						$ 3,140,000
Proceeds from Fees Received														$ 2,600,000
[custom:SaleLeasebackTransactionGrossProceedInvestingActivities]													$ 3,930,000
Preferred Stock, Par or Stated Value Per Share							0.001						$ 0.001			$ 0.001
[custom:AggregateSharePurchase-0]										10,000				10,000
Stock Issued During Period, Shares, New Issues		2,000	4,000												1,030,000
Preferred Stock, Convertible, Conversion Price							$ 0.05						$ 0.05
[custom:CapitalOrSurplusOfPercentage]													150%
[custom:StockIssuedAndOutstanding]													50%
[custom:PricePerShareOfRedemptionPercentage]													200%
Preferred Stock, Dividend Rate, Percentage							24%	12%	12%	12%		12%
[custom:PreferredStockDividendRatePercentage2]							24%
[custom:ClosingPriceOfCommonStockAsExecutionAndDelivery]													$ 0.47
Sale of Stock, Number of Shares Issued in Transaction													9,135
[custom:GrossProceeds]													$ 913,500
Common Stock, Convertible, Conversion Price, Increase													$ 0.45
Common Stock, Convertible, Conversion Price, Decrease													$ 0.05
[custom:PerSharePercentage]													200%
[custom:PercentageOfGrossProceed]													8%
Class of Warrant or Right, Number of Securities Called by Warrants or Rights							300,000						300,000
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited															970,000
Common Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Value, New Issues
Preferred Stock, Convertible, Conversion Price							$ 0.10						$ 0.10
Preferred Stock, Dividend Rate, Percentage													50%
Shares Issued, Shares, Share-Based Payment Arrangement, Forfeited										1,041,331	500,000
Security Purchase Agreement [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share										$ 100				$ 100
[custom:PurchaseOfShareValueOfGrossProceeds]														$ 1,000,000
Warrant [Member]
Class of Stock [Line Items]
Common Unit, Issued											1
Stock Issued During Period, Value, New Issues						3,143,969
Common Stock [Member]
Class of Stock [Line Items]
Common Unit, Issued											1
Stock Issued During Period, Value, New Issues						$ 3,143,969
Series A Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share					$ 0.001
[custom:PreferredStockSharesDesignates]					10,000
Stock Issued During Period, Shares, Purchase of Assets				4,000
Stock Issued During Period, Value, Purchase of Assets				$ 400,000
Preferred Stock, Convertible, Conversion Price							0.10						$ 0.10
Series A Redeemable Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues															970,000
[custom:StockIssuedAndOutstanding]													75%
[custom:PricePerShareOfRedemptionPercentage]													150%
Series B Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share	$ 0.001
[custom:PreferredStockSharesDesignates]	50,000
Preferred Stock, Convertible, Conversion Price							0.45						$ 0.45
[custom:StockIssuedAndOutstanding]													50%
Series B Convertible Preferred Stock [Member] | Security Purchase Agreement [Member]
Class of Stock [Line Items]
Preferred Stock, Par or Stated Value Per Share							$ 100						$ 100
Series B Preferred Stock [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues													9,135
[custom:StockIssuedAndOutstanding]													75%
[custom:PricePerShareOfRedemptionPercentage]													150%

Restricted stock activity and v

Restricted stock activity and vendor stock award activity (Details) - shares		1 Months Ended	9 Months Ended
	Dec. 31, 2023	Apr. 30, 2023	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vested or released		(25,000)
Vested or released		25,000
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at December 31, 2023			20,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	0 years
Granted
Vested or released			(20,000)
Forfeited
Outstanding at September 30, 2024	20,000
Vested or released			20,000
Vendor Stock Awards [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at December 31, 2023			1,030,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms	1 year 3 months		5 months 15 days
Granted
Vested or released
Forfeited
Outstanding at September 30, 2024	1,030,000		1,030,000
Vested or released

Stock option activity (Details)

Stock option activity (Details) - $ / shares		9 Months Ended
	Dec. 31, 2023	Sep. 30, 2024
Share-Based Payment Arrangement [Abstract]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Beginning Balance		446,559
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance		$ 8.88
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	8 years 29 days	7 years 3 months 29 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Grants in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercises in Period
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period		(1,666)
Share-Based Compensation Arrangements by Share-Based Payment Award, Options, Forfeitures in Period, Weighted Average Exercise Price
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number, Ending Balance	446,559	444,893
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 8.88	$ 8.91
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Number		69,892
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Exercise Price		$ 3.04
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term		7 years 11 months 4 days

Warrant activity (Details)

Warrant activity (Details) - $ / shares		1 Months Ended			9 Months Ended
	Dec. 31, 2023	Sep. 30, 2024	Mar. 31, 2024	Mar. 31, 2023	Sep. 30, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted		444,000	300,000	3,143,969
Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding at December 31, 2023					3,553,969
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageExercisePrice-0]	$ 1.61	$ 1.40			$ 1.40
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageRemainingContractualTerm]	4 years 1 month 28 days				3 years 9 months 25 days
Granted					744,000
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGrantedWeightedAverageExercisePrice]					$ 0.44
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsGrantedWeightedAverageRemainingContractualTerm]					5 years 7 months 13 days
Forfeited
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsForfeituresWeightedAverageExercisePrice]
Outstanding at September 30, 2024	3,553,969	3,997,969			3,997,969

9. EQUITY-BASED COMPENSATION (D

9. EQUITY-BASED COMPENSATION (Details Narrative) - USD ($)	1 Months Ended				3 Months Ended		9 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Apr. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted	444,000	300,000		3,143,969
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period			25,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares								25,000
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount	$ 1,381				$ 1,381		$ 1,381
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageRemainingContractualTerm]							5 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
[custom:ShareBasedCompensationArrangementByShareBasedPaymentAwardNonOptionEquityInstrumentsOutstandingWeightedAverageRemainingContractualTerm]							10 years
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period							20,000
Share-Based Payment Arrangement, Expense					$ 1,626	$ 6,504	$ 4,877	$ 145,295
Director [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted			100,000
Executive Vice President [Member] | Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted					0	105,346	0	598,404

11. SUPPLIER AND CUSTOMER CON_2

11. SUPPLIER AND CUSTOMER CONCENTRATION (Details Narrative) - Customer Concentration Risk [Member]	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Concentration Risk [Line Items]
Concentration Risk, Percentage	87.70%	12.20%	83.20%	24.90%
Other Customer [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage		96%	79%	87%
Other Customer [Member] | Accounts Receivable [Member]
Concentration Risk [Line Items]
Concentration Risk, Percentage	89%		66%

12. COMMITMENTS AND CONTINGEN_2

12. COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Accrued Liabilities, Current	$ 1,125,942		$ 1,125,942		$ 810,723
License Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
[custom:NetExpenseRelatingToAgreements]	0	$ 89,333	0	$ 329,333
Accrued Liabilities, Current	$ 309,000		$ 309,000		$ 309,000

13. LEGAL PROCEEDINGS (Details

13. LEGAL PROCEEDINGS (Details Narrative)	Jan. 25, 2024 USD ($)
Mr Michaels [Member]
Related Party Transaction [Line Items]
Loss Contingency, Damages Awarded, Value	$ 585,976.25

14. SUBSEQUENT EVENTS (Details

14. SUBSEQUENT EVENTS (Details Narrative) - USD ($)	1 Months Ended
	Nov. 14, 2024	Nov. 05, 2024	Oct. 31, 2024	Sep. 30, 2024	Oct. 28, 2024	Oct. 08, 2024	Oct. 07, 2024
[custom:SecuritiesPurchaseAgreementConvertibleNotePrincipalAmount-0]						$ 600,000
[custom:SecuritiesPurchaseAgreementConvertibleNoteSharesParValue-0]						$ 0.001
[custom:SecuritiesPurchaseAgreementConvertibleNoteWarrants-0]						740,000
[custom:SecuritiesPurchaseAgreementConvertibleNoteOriginalIssueDiscountRate]			20%
[custom:GrossProceedsFromSecuritiesPurchaseAgreement]			$ 500,000	$ 300,000
[custom:SecuritiesPurchaseAgreementConvertibleNoteConversionPrice]			$ 0.40
[custom:SecuritiesPurchaseAgreementConvertibleNoteMaximumOutstandingSharesOwnership]			9.99%
[custom:SecuritiesPurchaseAgreementConvertibleNoteWarrantsExercisePrice]			$ 0.40
[custom:SecuritiesPurchaseAgreementSeriesBPreferredStockShares]		40,000
[custom:SecuritiesPurchaseAgreementSeriesBPreferredStockPurchasePricePerShare]		$ 100
[custom:SecuritiesPurchaseAgreementSeriesBPreferredStockTotalSharesAgreedToBePurchased]		40,865
[custom:SecuritiesPurchaseAgreementSeriesBPreferredStockTotalSharesAgreedToBePurchasedValue]		$ 4,100,000
[custom:PromissoryNotePrincipalLoanReceivableAmount-0]					$ 3,500,000
[custom:MaximumFundsToBeRaisedThroughEquitySalesAndDebtSecuritiesPursuantToBusinessCombinationAgreement]	$ 10,000,000
[custom:SponsorshipSettlementAgreementAmountsPaid]	80,000
[custom:GainOnSettlementOfSponsorshipSettlementAgreementArbitration]	$ 370,000
Merger Company 1 [Member]
[custom:PromissoryNoteInterestRatePerAnnum-0]					6%
[custom:PromissoryNoteInterestRatePerAnnumIncrease-0]					12%
[custom:PromissoryNoteMaturityPeriodInEventOfMergerNotClosing]			9 months
Merger Company 2 [Member]
[custom:PromissoryNotePrincipalLoanReceivableAmount-0]							$ 3,500,000
[custom:PromissoryNoteInterestRatePerAnnum-0]							6%