| BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended | 12 Months Ended |
| Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
| Basis of Accounting | Basis
of Presentation The
accompanying condensed combined carve-out financial statements are prepared in accordance with generally accepted accounting principles
in the United States of America (“U.S. GAAP”). The
Company has historically operated as part of Healthier Choices Management Corp. and not as a standalone company. Financial statements
representing the historical operations of HCMC’s grocery segment have been derived from HCMC’s historical accounting records
and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business
activity of the Company are included in the financial statements. The financial statements also include allocations of certain general,
administrative, sales and marketing expenses from HCMC. However, amounts recognized by the Company are not necessarily representative
of the amounts that would have been reflected in the financial statements had the Company operated independently of HCMC. Related-party
allocations are discussed further in Note 14. The
condensed combined carve-out financial statements do not include all information and notes required by accounting principles generally
accepted in the United States of America for complete financial statements. | Basis
of Presentation The
accompanying combined carve-out financial statements are prepared in accordance with generally accepted accounting principles in the
United States of America (“U.S. GAAP”). The
Company has historically operated as part of Healthier Choices Management Corp. and not as a standalone company. Financial statements
representing the historical operations of HCMC’s grocery segment have been derived from HCMC’s historical accounting records
and are presented on a carve-out basis. All revenues and costs as well as assets and liabilities directly associated with the business
activity of the Company are included in the financial statements. The financial statements also include allocations of certain general,
administrative, sales and marketing expenses from HCMC. However, amounts recognized by the Company are not necessarily representative
of the amounts that would have been reflected in the financial statements had the Company operated independently of HCMC. Related-party
allocations are discussed further in Note 15. | |
| Principles of Combination | Principles
of Combination The
condensed combined carve-out financial statements include the accounts of the Company and its wholly-owned subsidiaries, Healthy Choice
Markets, Inc. (“Ada’s Natural Market”), Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”),
Healthy Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice
Markets IV, LLC (Green’s Natural Foods), Healthy Choice Wellness, LLC, and Healthy U Wholesale, Inc (“The Vitamin Store,
LLC”). All intercompany accounts and transactions have been eliminated in combination. | Principles
of Combination The
combined carve-out financial statements include the accounts of the Company and its wholly-owned subsidiaries, Healthy Choice Markets,
Inc. (“Ada’s Natural Market”), Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), Healthy
Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice Markets
IV, LLC (Green’s Natural Foods), Healthy Choice Wellness, LLC, and Healthy U Wholesale, Inc (“The Vitamin Store, LLC”).
All intercompany accounts and transactions have been eliminated in combination. | |
| Net Parent Investment | Net
Parent Investment The
condensed combined carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis.
The financial statements also include allocations of certain general, administrative, legal, and marketing expenses from HCMC. The primary
components of the net parent’s investment are intercompany balances other than related party payables, the allocation of shared
costs, and funding received to cover any shortfall in operating cash requirements. Balances between HCMC and the Company that were not
historically cash settled are included in net parent investment. Net parent’s investment represents the cumulative investment by
HCMC in the Company through the dates presented. | Net
Parent’s Investment The
combined carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis. The financial
statements also include allocations of certain general, administrative, legal, and marketing expenses from HCMC. The primary components
of the net parent’s investment are intercompany balances other than related party payables, the allocation of shared costs, and
funding received to cover any shortfall on operating cash requirements. Balances between HCMC and the Company that were not historically
cash settled are included in net parent investment. Net parent’s investment represents the cumulative investment by HCMC in the
Company through the dates presented. | |
| Use of Estimates | Use
of Estimates in the Preparation of the Financial Statements The
preparation of condensed combined carve-out financial statements in conformity 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 condensed
combined carve-out financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results
could differ from those estimates. These estimates and assumptions include allowances, deferred taxes and related valuation allowances,
and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected
by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors
could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all its
accounting estimates at least quarterly based on these conditions and records adjustments when necessary. | Use
of Estimates in the Preparation of the Financial Statements The
preparation of combined carve-out financial statements in conformity 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 combined
carve-out financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could
differ from those estimates. These estimates and assumptions include allocation of corporate general expenses, allowances, deferred taxes
and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s
estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible
that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company
re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. | |
| Revenue Recognition | Revenue
Recognition Revenues
from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales
and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes
to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are
estimated using historical experience. The
Company recognizes revenue in accordance with the following five-step model:
● identify
arrangements with customers;
● identify
performance obligations;
● determine
transaction price;
● allocate
transaction price to the separate performance obligations in the arrangement, if more than
one exists; and
● recognize
revenue as performance obligations are satisfied. | Revenue
Recognition Revenues
from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales
and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes
to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are
estimated using historical experience. The
Company recognizes revenue in accordance with the following five-step model:
● identify
arrangements with customers;
● identify
performance obligations;
● determine
transaction price;
● allocate
transaction price to the separate performance obligations in the arrangement, if more than one exists; and
● recognize
revenue as performance obligations are satisfied. | |
| Shipping and Handling | Shipping
and Handling Shipping
charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. The
Company incurred shipping and handling costs of approximately $ 25,000 23,000 90,000 51,000 | Shipping
and Handling Shipping
charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For
the years ended December 31, 2022 and 2021, shipping and handling costs of approximately $ 91,000 39,000 | |
| Cash and Cash Equivalents | Cash
and Cash Equivalents The
Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash
equivalents. The majority of the Company’s cash is concentrated in one financial institution, which is in excess of Federal Deposit
Insurance Corporation (FDIC) coverage. The Company has not experienced any losses in such accounts. The Company did not have any cash
equivalents as of September 30, 2023 and December 31, 2022. A
summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE
OF CASH AND CASH EQUIVALENTS
September
30, 2023 December
31, 2022
Total
cash in excess of FDIC limits of $ 250,000 $ - $ 949,677 | Cash
and Cash Equivalents The
Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash
equivalents. The majority of the Company’s cash are concentrated in several large financial institutions, which is in excess of
Federal Deposit Insurance Corporation (FDIC) coverage. The Company has not experienced any losses in such accounts. The Company did not
have any cash equivalents as of December 31, 2022 and 2021. A
summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $ 250,000 SCHEDULE
OF CASH AND CASH EQUIVALENTS
December 31, 2022 December 31, 2021
Total cash in excess of FDIC limits $ 949,677 $ - | |
| Accounts Receivable, Contract Assets and Contract Liabilities | Accounts
Receivable, Contract Assets and Contract Liabilities Accounts
receivables are claims to consideration which are unconditional; meaning no performance obligations remain for the Company and only the
passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations
remain before claims to consideration become unconditional. By nature of the Company’s operations, contract assets are typically
not recognized. Contract liabilities are recorded when customers transfer consideration in advance of delivery of products or services,
which the Company records for gift cards and loyalty reward programs. When one party to an arrangement performs before the other(s),
the Company records an account receivable, contract asset or contract liability. The
majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance
obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift
cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift
cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through
delivery of products or services or breakage based on gift card and loyalty reward program term limits. The
Company’s breakage policy is twenty-four months for gift cards and twelve months for loyalty rewards. Loyalty rewards are earned
at five percent on qualifying purchases and the reward functions as an allocation of transaction price from the period earned by the
customer to the period the performance obligation is satisfied by the Company. As such, all contract liabilities are expected to be recognized
within a twenty-four-month period. | Accounts
Receivable, Contract Assets and Contract Liabilities Accounts
receivables are claims to consideration which are unconditional; meaning no performance obligations remain for the Company and only the
passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations
remain before claims to consideration become unconditional. By nature of the Company’s operations, contract assets are typically
not recognized. Contract liabilities are recorded when customers transfer consideration in advance of delivery of products or services,
which the Company records for gift cards and loyalty reward programs. When one party to an arrangement performs before the other(s),
the Company records an account receivable, contract asset or contract liability. The
majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance
obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift
cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift
cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through
delivery of products or services or breakage based on gift card and loyalty reward program term limits. The
Company’s breakage policy is twenty-four months for gift cards and twelve months for loyalty rewards. Loyalty rewards are earned
at five percent on qualifying purchases and the reward functions as an allocation of transaction price from the period earned by the
customer to the period the performance obligation is satisfied by the Company. As such, all contract liabilities are expected to be recognized
within a twenty-four month period. Accounts
receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors’ products in our stores.
Concentration of accounts receivable consist of the following: SCHEDULE
OF CONCENTRATION OF ACCOUNTS RECEIVABLE
December 31, 2022 December 31, 2021
Customer A 17 % 0 %
Customer B - 12 %
Customer C 6 % 30 % | |
| Other Current Assets | Other
Current Assets Other
current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted
into cash within one business cycle. Included in “Other current assets” on our condensed consolidated balance sheets are
amounts primarily related to other receivables or non-trade receivable from government and other companies. | Other
Current Assets Other
current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted
into cash within one business cycle. Included in “Other current assets” on our combined carve-out balance sheets are amounts
primarily related to other receivables or non-trade receivable from other companies. | |
| Inventories | Inventories Inventories
are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories
consist primarily of merchandise available for resale, such as fresh produce, perishable grocery items and non-perishable consumable
goods. | Inventories Inventories
are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories
consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable
goods. | |
| Property, Plant and Equipment | Property,
Plant, and Equipment Property,
plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over
the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment
includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, and displays have useful lives
ranging from two
to seven
years . Leasehold improvements are amortized over
the shorter of the life of the improvement or the term of the lease. | Property,
Plant, and Equipment Property,
plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over
the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment
includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, displays with useful lives range from two seven years | |
| Identifiable Intangible Assets and Goodwill | Identifiable
Intangible Assets and Goodwill Identifiable
intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable
intangible assets are amortized over 4 10 | Identifiable
Intangible Assets and Goodwill Identifiable
intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable
intangible assets are amortized over 4 10 | |
| Impairment of Long-Lived Assets | Impairment
of Long-Lived Assets The
Company reviews all long-lived assets such as property and equipment and amortized intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value of the asset may not be recoverable. The recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by
the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value.
There were no triggering events that would indicate impairment of long-lived assets during the three month or nine month periods ended
September 30, 2023 and 2022. | Impairment
of Long-Lived Assets The
Company reviews all long-lived assets such as property and equipment and amortized intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and
used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the
asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value. There
were no triggering events that would indicate impairment of long-lived assets at December 31, 2022. | |
| Goodwill | Goodwill The
Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances
indicate evidence of potential impairment exists, using a fair value-based test. Application of the goodwill impairment test requires
significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term
rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test
is conducted on September 30 of each year or more often if deemed necessary. As part of management’s qualitative analysis
on September 30, 2023, management determines whether any triggering events have occurred since the annual test date of September 30,
2022, which would indicate an impairment. Management determined no triggering events had occurred through September 30,
2023. | Goodwill The
Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances
indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires
significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term
rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test
is conducted on September 30 of each year or more often if deemed necessary. As part of management’s qualitative analysis at December
31, 2022 management determines whether any triggering events have occurred since the annual test date of September 30, 2022, which would
indicate an impairment. Management determined no triggering events had occurred through December 31, 2022. | |
| Advertising Costs | Advertising Advertising
expense is classified as an operating expense on condensed combined carve-out statement of operation. The Company expenses advertising
costs as incurred. The Company incurred advertising expenses of approximately $ 215,000 47,000 366,000 91,000 | Advertising The
Company expenses advertising costs as incurred. For the years ended December 31, 2022 and 2021, the company incurred advertising expenses
of approximately $ 145,000 39,000 | |
| 401(k) retirement savings plan | 401(k)
retirement savings plan The
Company’s employees are offered a 401(k) retirement savings plan that is administered under HCMC with discretionary contribution
matching opportunities. 401K employer expense amounted to $ 21,000 6,000 59,000 14,000 | 401(k)
retirement savings plan The
Company’s employees are offered a 401(k) retirement savings plan that is administered under HCMC with discretionary contribution
matching opportunities. 401K employer expense amounted to $ 25,000 7,000 | |
| Income Taxes | Income
Taxes The
Company’s income taxes are included in HCMC’s consolidated return. For the purposes of the condensed combined carve-out financial
statements, the income taxes for the Company have been presented on a separate return basis, under which a new stand-alone set of deferred
tax assets and liabilities is created based on the financial statement accounts of the carveout. The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC
740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year
and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than
not that some portion or all of the deferred tax assets will not be realized. ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September
30, 2023 and December 31, 2022. The Company had no uncertain tax positions as of September 30, 2023 and December 31, 2022. | Income
Taxes Historically,
the Company’s income taxes were included in HCMC’s consolidated return. For the purposes of the combined carve-out financial
statements, the income taxes for the Company have been presented on a separate return basis, under which a new stand-alone set of deferred
tax assets and liabilities is created based on the financial statement accounts of the carveout. The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC
740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year
and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than
not that some portion or all of the deferred tax assets will not be realized. ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022
or December 31, 2021. The Company had no uncertain tax positions as of December 31, 2022, and 2021. | |
| Leases | Leases Operating
lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s
incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments,
reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term
of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line
basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. The
Company did not have finance leases as of September 30, 2023 and December 31, 2022. If the Company enters into a finance lease
in the future, it will be accounted for in accordance with ASC Topic 842. | Leases Operating
lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s
incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments,
reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term
of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line
basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. The
Company did not have finance leases for the years ended December 31, 2022 and 2021. If the Company enters into a finance lease in the
future, it will be accounted for in accordance with ASC Topic 842. | |
| Fair Value Measurements | Fair
Value Measurements The
fair value of the Company’s financial assets and liabilities reflects management’s estimated amounts that the Company would have received
in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between
market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company uses
the fair value framework under FASB’s guidance, and it requires the categorization of assets and liabilities into three levels
based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas
Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities
under the fair value measurement requirements are as follows:
● Level
1: Fair value measurement of the asset or liability using observable inputs such as quoted
prices in active markets for identical assets or liabilities;
● Level
2: Fair value measurement of the asset or liability using inputs other than quoted prices
that are observable for the applicable asset or liability, either directly or indirectly,
such as quoted prices for similar (as opposed to identical) assets or liabilities in active
markets and quoted prices for identical or similar assets or liabilities in markets that
are not active; and
● Level
3: Fair value measurement of the asset or liability using unobservable inputs that reflect
the Company’s own assumptions regarding the applicable asset or liability. | Fair
Value Measurements The
fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the
assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if
applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the
fair value measurement requirements are as follows:
● Level
1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical
assets or liabilities;
● Level
2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable
asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities
in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and
● Level
3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding
the applicable asset or liability. Nonfinancial
assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator
of impairment and recorded at fair value when impairment is recognized or for a business combination. | |
| Business Combination | Business
Combination The
Company applies the provisions of ASC Topic 805, Business Combinations Acquisition-related
expenses were expensed as incurred and recorded in selling, general and administrative expenses in the condensed combined carve-out statements
of operations. | Business
Combination The
Company applies the provisions of ASC Topic 805, Business Combinations | |
| Reclassification | Reclassification Certain
amounts in the condensed combined carve-out financial statements and related notes have been reclassified to conform to the current
year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net loss. Due from
related party of $ 2.3 609,000 1.6 | Reclassifications Certain
prior year amounts have been reclassified for consistency with the current year presentation. The increase in net parent investment for
corporate overhead in the amount of $ 1,021,413 | |
| Recent Accounting Pronouncements | Recent
Accounting Pronouncements Public
companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial
Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). There
were no accounting pronouncements issued in the quarter or with future effective dates that are either applicable nor are expected to
have a material impact on the Company’s Combined Financial Statements. | Recent
Accounting Pronouncements Public
companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial
Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue
numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. There
were no accounting pronouncements issued in the year or with future effective dates that are either applicable nor are expected to have
a material impact on the Company’s Combined Carve-Out Financial Statements. | |
| Unaudited Interim Condensed Combined Carve-Out Financial Statements | Unaudited
Interim Condensed Combined Carve-Out Financial Statements The
interim condensed combined carve-out balance sheet as of September 30, 2023, the interim condensed combined carve-out statements
of operations and the interim condensed combined carve-out statements of changes in net parent’s investment for the three and nine
months ended September 30, 2023 and 2022 and cash flows for the nine months ended September 30, 2023 and 2022
are unaudited. The financial data and the other financial information disclosed in the notes to these condensed combined carve-out financial
statements relating to the three and nine-month periods are also unaudited. In the opinion of management, the accompanying
interim financial statements include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair
presentation of our condensed consolidated cash flows, operating results, and balance sheets for the periods presented. | | |
| Mother Earth's Storehouse, Inc. [Member] | | | |
| Basis of Accounting | | | Basis
of Accounting The
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States
of America (U.S. GAAP). |
| Use of Estimates | | | Use
of Estimates The
preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and disclosures. |
| Revenue Recognition | | | Revenue
Recognition The
Company recognizes revenue at the point of sale. Unredeemed
Gift Cards The
Company sells gift cards with no expiration dates to customers. The Company records revenue at the point of sale and does not expect
future gift card obligations to be material. Sales
returns and allowances The
Company does not expect future returns to be material, and consequently does not maintain an allowance for merchandise returns. MOTHER
EARTH’S STOREHOUSE, INC. NOTES
TO FINANCIAL STATEMENTS December
31, 2021 and 2020 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Cash and Cash Equivalents | | | Cash
and Cash Equivalents For
the purposes of the statement of cash flows, the Company considers all short-term investment securities purchased with a maturity of
three months or less to be cash equivalents. |
| Inventories | | | Inventories Inventories
are valued at the lower of cost (average cost method) or net realizable value. Inventories are comprised of perishable and non-perishable
food items available for sale. |
| Property, Plant and Equipment | | | Property,
Plant and Equipment Property,
plant and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the
related assets. Expenditures for maintenance and repairs and minor renewals are charged to expense; betterments and major renewals are
capitalized. Leasehold improvements are amortized over the lesser of the lease terms or the assets’ useful lives. Upon retirement
or sale of assets, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is credited or charged to income. |
| Advertising Costs | | | Advertising
Costs The
Company expenses advertising costs as they are incurred. They are presented as a component of store operating expenses. Advertising costs
were $ 76,379 86,071 |
| Income Taxes | | | Income
Taxes Mother
Earth’s Storehouse, Inc. has elected to be treated as an S Corporation for federal income tax purposes. No provision has been made
for federal income taxes since S Corporations are not taxable entities. Individual partners/shareholders report their share of taxable
income or loss in their personal tax returns. The
Company has evaluated any uncertain tax positions and related income tax contingencies and determined uncertain positions, if any, are
not material to the financial statements, according to FASB ASC 740. Penalties and interest assessed by income taxing authorities are
included in operating expenses, if incurred. None of the Company’s current returns are under examination. Under
New York State S Corporation tax law, the Corporation is subject to an annual franchise tax. Beginning
in the year ended December 31, 2021, the Company elected to be subject to the New York State Pass-Through Entity Tax (the “PTET”).
The Company must elect each year by March 15 th 102,750 0 |
| Retirement Plan | | | Retirement
Plan The
Company maintains a 401(k) plan. Under the terms of the 401(k) Plan, the employer makes up to 4 4 140,859 144,110 MOTHER
EARTH’S STOREHOUSE, INC. NOTES
TO FINANCIAL STATEMENTS December
31, 2021 and 2020 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Presentation of Sales Tax | | | Presentation
of Sales Tax The
State of New York imposes sales taxes on all of the Company’s sales to nonexempt customers. The Company collects sales taxes from
customers and remits the amounts to the state. The Company’s accounting policy is to exclude the tax collected and remitted to
the State from revenues and expenses with the exception of excise taxes paid on purchases. |
| Subsequent Events | | | Subsequent
Events Subsequent
events have been evaluated through April 8, 2022, which is the date the financial statements were available to be issued. |
| Greens Natural Foods, Inc. [Member] | | | |
| Use of Estimates | Use
of Estimates The
preparation of condensed combined financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect certain reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of
a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating
its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ
significantly from those estimates. Adopted
Accounting Pronouncements In
February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). ASU 2016-02
establishes a right-of-use (“ROU”) model that requires a lessee to record a ROU asset and a lease liability on the
balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with
classification affecting the pattern of expense recognition in the income statement. ASU 2016-02 is effective for annual periods
beginning after December 15, 2021 for private companies, and annual and interim periods thereafter, with early adoption permitted.
The Company adopted ASU No. 2016-02 on January 1, 2022 using the cumulative-effect adjustment transition method, which applies the
provisions of the standard at the effective date without adjusting the comparative periods presented. Adoption of this standard
resulted in the recognition of operating lease right-of-use assets of $7.1 million and corresponding lease liabilities of $7.1
million on the condensed combined balance sheet as of January 1, 2022. The standard did not materially impact operating results or
liquidity. | | Use
of Estimates The
preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of
America requires management to make estimates and assumptions that affect certain reported amounts of assets and liabilities and
disclosures. NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Revenue Recognition | Revenue
Recognition Revenues
from product sales, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales and consumption taxes,
are recorded when products are delivered, title passes to customers, and collection is likely to occur. Title is passed to customers at
the point of sale for all retail purchases. Return allowances, which reduce revenue, are estimated using historical experience. | | Revenue
Recognition Revenues
from product sales, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales and consumption taxes,
are recorded when products are delivered, title passes to customers, and collection is likely to occur. Title passes to customers at
the point of sale for all retail purchases. Return allowances, which reduce revenue, are estimated using historical experience. |
| Cash and Cash Equivalents | Cash
and Cash Equivalents For
the purposes of the statement of cash flows, the Company considers all short-term investment securities purchased with a maturity of
three months or less to be cash equivalents. Cash and cash equivalents include monies held by the Company’s credit card processors.
The funds are held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds
circumstances. | | Cash
and Cash Equivalents For
the purposes of the statement of cash flows, the Company considers all short-term investment securities purchased with a maturity of
three months or less to be cash equivalents. Cash and cash equivalents include monies held by the Company’s credit card processors.
The funds are held by the merchant credit card processors pending satisfaction of their hold requirements and expiration of charge backs/refunds
circumstances. |
| Accounts Receivable, Contract Assets and Contract Liabilities | Accounts
Receivable, Contract Assets and Contract Liabilities Accounts
receivables are claims to consideration which are unconditional, meaning no performance obligations remain for the Company and only the
passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations
remain before claims to consideration become unconditional. Contract liabilities are recorded when customers transfer consideration in
advance of delivery of products, which the Company records for all gift cards and loyalty reward programs. When one party to an arrangement
performs before the other(s), the Company records an account receivable, contract asset, or contract liability. The
majority of arrangements with customers contain one performance obligation to provide a distinct set of products. Most performance obligations
are satisfied simultaneously as the Company exchanges products for customer payment. Exceptions include gift cards and loyalty rewards,
for which the Company has a performance obligation to deliver products at a future date. As gift cards are purchased and loyalty points
earned, contract liabilities are recorded until the performance obligations are satisfied through delivery of products or breakage based
on gift card and loyalty reward program term limits. | | Accounts
Receivable, Contract Assets and Contract Liabilities Accounts
receivable are claims to consideration which are unconditional, meaning no performance obligations remain for the Company and only the
passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations
remain before claims to consideration become unconditional. Contract liabilities are recorded when customers transfer consideration in
advance of delivery of products, which the Company records for all gift cards and loyalty reward programs. When one party to an arrangement
performs before the other(s), the Company records an account receivable, contract asset, or contract liability. The
majority of arrangements with customers contain one performance obligation to provide a distinct set of products. Most performance obligations
are satisfied simultaneously as the Company exchanges products for customer payment. Exceptions include gift cards and loyalty rewards,
for which the Company has a performance obligation to deliver products at a future date. As gift cards are purchased and loyalty points
earned, contract liabilities are recorded until the performance obligations are satisfied through delivery of products or breakage based
on gift card and loyalty reward program term limits. The
Company’s breakage policy is twelve months for gift cards and twelve months for loyalty rewards. Loyalty rewards are earned at
1% on qualifying purchases and the reward functions as an allocation of transaction price from the period earned by the customer to the
period the performance obligation is satisfied by the Company. As such, all contract liabilities are expected to be recognized within
a twenty-four-month period. A summary of the contract liabilities activity for the year ended December
31, 2021, is presented below: SCHEDULE
OF CONTRACT LIABILITIES ACTIVITY
Beginning Balance as of January 1, 2021 $ 215,528
New Jersey balance as of August 16, 2021 95,881
Issued 40,741
Redeemed (42,792 )
Ending balance as of December 31, 2021 $ 309,358 NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Inventories | Inventories Inventories
are stated at average cost. If the cost of inventories exceeds their net realizable value, adjustments are recorded to write down excess
inventory value to net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such
as fresh produce, perishable grocery items, and non-perishable consumable goods. | | Inventories Inventories
are stated at average cost. If the cost of inventories exceeds their net realizable value, adjustments are recorded to write down excess
inventory value to net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such
as fresh produce, perishable grocery items, and non-perishable consumable goods. NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
| Property, Plant and Equipment | Property,
Plant and Equipment Property,
plant and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the
related assets. Expenditures for maintenance and repairs and minor renewals are charged to expense; betterments and major renewals are
capitalized. Leasehold improvements are amortized over the lesser of the lease terms or the assets’ useful lives. Upon retirement
or sale of assets, the cost of the assets disposed of, and the related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is credited or charged to income. Property,
plant and equipment is comprised of the following at September 30, 2022, and estimated useful lives of the related assets are as follows: SCHEDULE
OF PROPERTY, PLANT AND EQUIPMENT
Years
Vehicles $ 46,256 5 7
Leasehold improvements 1,988,570 15
Furniture and fixtures 1,732,154 7
Office equipment 50,708 5 7
Machinery and equipment 2,227,571 5 7
Total 6,045,259
Accumulated depreciation (4,033,117 )
Property, plant and equipment,
net $ 2,012,142 Depreciation
expense amounted to $ 85,611 256,660 | | Property,
Plant and Equipment Property,
plant and equipment is stated at cost. Depreciation is recorded using the straight-line method over the estimated useful lives of the
related assets. Expenditures for maintenance and repairs and minor renewals are charged to expense; betterments and major renewals are
capitalized. Leasehold improvements are amortized over the lesser of the lease terms or the assets’ useful lives. Upon retirement
or sale of assets, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, and any
resulting gain or loss is credited or charged to income. |
| Advertising Costs | Advertising
Costs The
Company expenses advertising costs as they are incurred. They are presented as a component of store operating expenses. Advertising costs
were approximately $ 36,000 133,000 | | Advertising
Costs The
Company expenses advertising costs as they are incurred. They are presented as a component of store operating expenses. Advertising costs
were $ 54,921 |
| Income Taxes | | | Income
Taxes S-Corporation Dean’s
Natural Food Market of Shrewsbury, Inc. has elected to be treated as an S Corporation for federal and state income tax purposes. Green’s
Natural Foods, Inc. was treated as an S Corporation until December 30, 2020, when it was purchased and became a Qualified Subsidiary
under Hudson Equity Partners, LLC. No
provision has been made for federal income taxes since S Corporations are not taxable entities. Individual partners/shareholders report
their share of taxable income or loss in their personal tax returns. C-Corporation Dean’s
Natural Food Market, Inc. is a C Corporation for federal income tax purposes. Income
taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences
attributable to differences between the financial statement carrying amounts of existing assets and liabilities, their respective tax
bases, and tax operating loss and credit carry forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary
differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. Deferred tax assets are subject to valuation allowances if, based on all available
evidence, management determines that it is more likely than not that some position or all of the deferred tax assets and liabilities
will not be realized. The financial impact of Dean’s Natural Food Market, Inc. deferred and current income taxes is not considered material
as of and for the year ended December 31, 2021. Limited
Liability Companies Dean’s
Natural Food Market of Basking Ridge, LLC, Dean’s Natural Food Market of Chester, LLC, and Dean’s Natural Holdings, LLC have
elected to be treated as single-member limited liability companies for federal and state income tax purposes with all income tax liabilities
and/or benefits of the entities being passed through to its members. As such, there is no recognition of federal or state income taxes
for each of these entities. Any uncertain tax position taken by the member is not an uncertain position of the entities. In
accordance with the LLC agreements, the term of the Company is indefinite with termination determined by the Member. The LLC agreements
indicate that the Member shall not have any liability for obligations of the Company, except to the extent expressly mandated by law. The
Company has evaluated any uncertain tax positions and related income tax contingencies and determined uncertain positions, if any, are
not material to the financial statements. Penalties and interest assessed by income taxing authorities are
included in operating expenses, if incurred. None of the Company’s current returns are under examination. |
| Retirement Plan | Retirement
Plan The
Company maintains two 401(k) plans. Under the terms of these plans, the employer may make up to 4 4 | | Retirement
Plan The
Company maintains two 401(k) plans. Under the terms of these plans, the employer may make up to 4 4 15,731 |
| Presentation of Sales Tax | Presentation
of Sales Tax The
states of New York and New Jersey impose sales taxes on all of the Company’s sales to nonexempt customers. The Company collects
sales taxes from customers and remits the amounts to the states. The Company’s accounting policy is to exclude the tax collected
and remitted to the State from revenues and expenses with the exception of excise taxes paid on purchases. | | Presentation
of Sales Tax The
States of New York and New Jersey impose sales taxes on all of the Company’s sales to nonexempt customers. The Company collects
sales taxes from customers and remits the amounts to the states. The Company’s accounting policy is to exclude the tax collected
and remitted to the State from revenues and expenses with the exception of excise taxes paid on purchases. |
| Subsequent Events | | | Subsequent
Events Subsequent
events have been evaluated through December 19, 2023, which is the date the financial statements were available to be issued. |
| Basis of Presentation and Principles of Combination | Basis
of Presentation and Principles of Combination The
accompanying unaudited condensed combined financial statement is prepared in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) for interim financial information. Certain information or
footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted,
pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the
information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the
opinion of management, the accompanying combined financial statements include all adjustments, consisting of a normal recurring
nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the period
presented. The
accompanying unaudited condensed combined financial statements should be read in conjunction with the Company’s
prospectus for its Initial Public Offering, as filed with the SEC on October 27, 2023. The interim results for the three and nine
months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022,
or for any future periods. | | Basis
of Presentation and Principles of Combination The
Company’s combined financial statements are prepared in accordance with accounting principles generally accepted in the United
States of America (U.S. GAAP). The combined financial statements include the accounts of all the entities under common control. All intercompany
accounts have been eliminated in combination. These
combined financial statements include the New Jersey entities as of the date of acquisition by Red Oak Equity Partners, LLC on August 16,
2021, and reflect the results of operations and cash flows for the period August 16, 2021, through December 31, 2021. |
| Push Down Accounting | | | Push
Down Accounting The
Company has elected to not apply “push down” accounting in accordance with ASC 805-50-25- 4 for the business combinations
by Hudson Equity Partners, LLC and Red Oak Equity Partners, LLC of the New York and New Jersey entities. |
