Cover
Cover | 6 Months Ended |
Jun. 30, 2024 | |
Entity Addresses [Line Items] | |
Document Type | POS AM |
Amendment Flag | true |
Amendment Description | This registration statement is a post-effective amendment to the registration statement on Form S-3 (File No. 333-275209) of Healthy Choice Wellness Corp. (the “Registrant”) filed initially with the Securities and Exchange Commission (the “SEC”) on October 27, 2023 (the “Registration Statement”), as originally declared effective on September 12, 2024. This post-effective amendment to the Registration Statement is being filed for the purpose of (i) revising a risk factor on page 20, (ii) revising the distribution date of the spin-off dividend of the Registrant to September 13, 2024 and (ii) filing Exhibit 8.1. This post-effective amendment shall become effective immediately upon filing with the Securities and Exchange Commission. A prospectus to be used by the Registrant in connection with offerings of its shares of common stock was included in this Registration Statement. |
Entity Registrant Name | HEALTHY CHOICE WELLNESS CORP. |
Entity Central Index Key | 0001948864 |
Entity Primary SIC Number | 5411 |
Entity Tax Identification Number | 88-4128927 |
Entity Incorporation, State or Country Code | DE |
Entity Address, Address Line One | 3800 North 28th Way |
Entity Address, City or Town | Hollywood |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33020 |
City Area Code | (305) |
Local Phone Number | 600-5004 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Elected Not To Use the Extended Transition Period | true |
Business Contact [Member] | |
Entity Addresses [Line Items] | |
Entity Address, Address Line One | 3800 North 28th Way |
Entity Address, City or Town | Hollywood |
Entity Address, State or Province | FL |
Entity Address, Postal Zip Code | 33020 |
City Area Code | (305) |
Local Phone Number | 600-5004 |
Contact Personnel Name | Jeffrey Holman |
Condensed Consolidated Carve-ou
Condensed Consolidated Carve-out Balance Sheets - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
CURRENT ASSETS | ||||
Cash and cash equivalents | $ 964,246 | $ 1,422,580 | $ 2,020,571 | |
Accounts receivable | 157,335 | 128,171 | 55,230 | |
Inventory | 3,930,646 | 4,162,218 | 3,750,364 | |
Prepaid expenses and vendor deposits | 186,556 | 174,970 | 82,954 | |
Other current assets | 97,142 | 56,842 | 288,934 | |
Assets held for sale | 543,854 | |||
Total current assets | 5,879,779 | 5,944,781 | 6,198,053 | |
PROPERTY, PLANT, AND EQUIPMENT, NET | 1,984,939 | 2,676,639 | 3,035,847 | |
Intangible assets, net | 3,718,385 | 4,178,519 | 4,780,504 | |
Goodwill | 5,747,000 | |||
Right-of-use asset | 9,974,601 | 11,412,562 | 10,604,935 | |
Due from related party | 5,815,241 | 3,753,003 | ||
Other assets | 474,476 | 467,056 | 450,966 | |
OTHER ASSETS | ||||
Total assets | 27,847,421 | 28,432,560 | 33,153,670 | |
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | 4,350,444 | 4,920,411 | 3,489,544 | |
Contingent consideration | 774,900 | |||
Contract liabilities | 123,375 | 207,513 | 198,606 | |
Current portion of loan payable | 2,495,340 | 702,701 | 536,542 | |
Operating lease liability, current | 2,665,438 | 2,748,824 | 2,228,852 | |
Total current liabilities | 9,634,597 | 8,579,449 | 7,228,444 | |
LONG-TERM LIABILITIES | ||||
Loan payable, net of current portion | 2,036,367 | 2,403,807 | 2,378,061 | |
Operating lease liability, net of current | 7,179,425 | 8,461,182 | 8,041,504 | |
Total liabilities | 18,850,389 | 19,444,438 | 17,648,009 | |
SHAREHOLDERS’/MEMBER’s (LOSS) EQUITY | ||||
Total shareholders’ equity | 8,997,032 | 8,988,122 | 15,505,661 | |
Total liabilities and shareholders’ equity | $ 27,847,421 | 28,432,560 | 33,153,670 | |
Greens Natural Foods, Inc. [Member] | ||||
CURRENT ASSETS | ||||
Cash and cash equivalents | $ 215,764 | |||
Accounts receivable | 131,905 | |||
Inventory | 1,589,447 | |||
Prepaid expenses | 92,492 | |||
Other current assets | 12,797 | |||
Total current assets | 2,042,405 | |||
PROPERTY, PLANT, AND EQUIPMENT, NET | 2,012,142 | |||
Right-of-use asset | 6,036,104 | |||
OTHER ASSETS | ||||
Deposits | 221,033 | |||
Other | 14,565 | |||
Total other assets | 6,271,702 | |||
Total assets | 10,326,249 | |||
CURRENT LIABILITIES | ||||
Accounts payable and accrued expenses | 1,749,399 | |||
Payroll liabilities | 470,923 | |||
Lease Incentive | 128,794 | |||
Contract liabilities | 307,467 | |||
Operating lease liability, current | 1,661,788 | |||
Current portion of note payable | 31,381 | |||
Other current liabilities | 27,376 | |||
Total current liabilities | 4,377,128 | |||
LONG-TERM LIABILITIES | ||||
Operating lease liability, net of current | 4,374,315 | |||
Note payable, net of current portion | 57,193 | |||
Total long-term liabilities | 4,431,508 | |||
Total liabilities | 8,808,636 | |||
SHAREHOLDERS’/MEMBER’s (LOSS) EQUITY | ||||
Capital stock | 30,002 | |||
Additional paid in capital | 5,212,491 | |||
Accumulated Loss | (3,136,818) | |||
Members’ loss | (588,062) | |||
Total shareholders’ equity | 1,517,613 | |||
Total liabilities and shareholders’ equity | $ 10,326,249 | |||
Related Party [Member] | ||||
CURRENT ASSETS | ||||
Due from related party | $ 3,753,003 | $ 2,336,365 |
Condensed Consolidated Carve-_2
Condensed Consolidated Carve-out Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Sales | $ 15,594,575 | $ 13,574,896 | $ 31,488,933 | $ 27,134,602 | $ 55,689,793 | $ 29,009,640 | ||
Cost of sales | 9,698,119 | 8,493,213 | 19,538,100 | 17,137,913 | 35,341,569 | 18,926,175 | ||
Gross profit | 5,896,456 | 5,081,683 | 11,950,833 | 9,996,689 | 20,348,224 | 10,083,465 | ||
Operating costs: | ||||||||
Impairment of goodwill | 6,104,000 | |||||||
Selling, general and administrative | 24,768,293 | 14,251,075 | ||||||
Total operating costs | 6,378,014 | 5,940,339 | 13,034,137 | 11,845,994 | 30,872,293 | 14,251,075 | ||
Loss from operations | (481,558) | (858,656) | (1,083,304) | (1,849,305) | (10,524,069) | (4,167,610) | ||
Other income (expenses), net | ||||||||
Other income (expenses), net | 3,828 | 4,600 | 7,183 | (12,850) | 16,230 | 541,807 | ||
Interest | (117,977) | (41,075) | (221,049) | (62,024) | (199,681) | (29,992) | ||
Change in contingent consideration | 425,000 | 402,900 | 774,900 | 333,100 | ||||
Total other income (expenses) | (114,149) | 388,525 | (213,866) | 328,026 | 591,449 | 844,915 | ||
Loss before taxes | (595,707) | (470,131) | (1,297,170) | (1,521,279) | (9,932,620) | (3,322,695) | ||
Income tax benefit (expense) | ||||||||
Net loss | $ (595,707) | $ (470,131) | $ (1,297,170) | $ (1,521,279) | $ (9,932,620) | $ (3,322,695) | ||
Greens Natural Foods, Inc. [Member] | ||||||||
Sales | $ 7,673,837 | $ 23,979,762 | ||||||
Cost of Sales | (4,538,358) | (14,014,132) | ||||||
Returns and Allowances | (242,098) | (779,136) | ||||||
Gross profit | 2,893,381 | 9,186,494 | ||||||
Operating costs: | ||||||||
Salaries and wages | 1,629,352 | 4,955,330 | ||||||
General and administrative | 1,319,764 | 4,207,019 | ||||||
Depreciation | 85,611 | 256,660 | ||||||
Total operating costs | 3,034,727 | 9,419,009 | ||||||
Loss from operations | (141,346) | (232,515) | ||||||
Other income (expenses), net | ||||||||
Other income (expenses), net | (53,090) | (66,240) | ||||||
Interest | (1,232) | (7,793) | ||||||
Total other income (expenses) | (54,322) | (74,033) | ||||||
Net loss | $ (195,668) | $ (306,548) |
Condensed Consolidated Carve-_3
Condensed Consolidated Carve-out Statements of Changes in Net Parent's Investment - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Balance, January 1, 2022 | $ 8,981,866 | $ 15,284,316 | $ 8,988,122 | $ 15,505,661 | $ 5,027,123 | $ 15,505,661 | $ 5,027,123 | |
Net transfer from parent | 610,873 | 672,735 | 1,306,080 | 1,502,538 | 3,415,081 | 13,801,233 | ||
Net loss | (595,707) | (470,131) | (1,297,170) | (1,521,279) | (9,932,620) | (3,322,695) | ||
Balance, September 30, 2022 | $ 8,997,032 | $ 15,486,920 | $ 8,997,032 | $ 15,486,920 | $ 8,988,122 | 15,505,661 | ||
Greens Natural Foods, Inc. [Member] | ||||||||
Net loss | $ (195,668) | (306,548) | ||||||
Balance, September 30, 2022 | 1,517,613 | 1,517,613 | ||||||
Capital Units [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Balance, January 1, 2022 | 30,002 | 30,002 | ||||||
Acquisition of New Jersey locations | 30,000 | |||||||
Balance, September 30, 2022 | 30,002 | 30,002 | ||||||
Member Units [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Balance, January 1, 2022 | (496,097) | (496,097) | ||||||
Net loss | (91,965) | |||||||
Acquisition of New Jersey locations | 459,803 | |||||||
Balance, September 30, 2022 | (588,062) | (588,062) | ||||||
Retained Earnings [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Balance, January 1, 2022 | (2,922,234) | (2,922,234) | ||||||
Net loss | (214,584) | |||||||
Acquisition of New Jersey locations | (90,380) | |||||||
Balance, September 30, 2022 | (3,136,818) | (3,136,818) | ||||||
Additional Paid-in Capital [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Balance, January 1, 2022 | 5,212,491 | 5,212,491 | ||||||
Acquisition of New Jersey locations | ||||||||
Balance, September 30, 2022 | 5,212,491 | 5,212,491 | ||||||
Total Shareholders' Equity [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Balance, January 1, 2022 | 1,824,162 | $ 1,824,162 | ||||||
Net loss | (306,548) | |||||||
Acquisition of New Jersey locations | 399,423 | |||||||
Balance, September 30, 2022 | $ 1,517,613 | $ 1,517,613 |
Condensed Consolidated Carve-_4
Condensed Consolidated Carve-out Statements of Cash Flows - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||
Net loss | $ (1,297,170) | $ (1,521,279) | $ (9,932,620) | $ (3,322,695) | |
Adjustments to reconcile net loss to net cash provided by Operating activities: | |||||
Depreciation and amortization | 724,958 | 717,632 | 1,431,816 | 1,003,325 | |
Amortization of right-of-use asset | 1,437,961 | 1,062,638 | 2,570,202 | 1,043,220 | |
Change in allowance for credit losses | 15,425 | ||||
Loss on vendor settlement | 91,291 | ||||
Write-down of obsolete and slow-moving inventory | 1,484,648 | 951,373 | 2,471,653 | 1,499,938 | |
Non-cash interest expense | 32,000 | ||||
Write-off of intangible assets | 53,958 | ||||
Impairment of goodwill | 6,104,000 | ||||
Change in contingent consideration | (402,900) | (774,900) | (333,100) | ||
Amortization of debt discount | 71,293 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (29,164) | (37,419) | (88,366) | (26,883) | |
Inventory | (1,253,076) | (899,274) | (2,032,996) | (1,471,859) | |
Prepaid expenses and vendor deposits | (11,586) | 9,714 | (92,016) | (30,832) | |
Other current assets | (40,300) | 216,699 | 140,801 | (288,934) | |
Due from related party | (2,062,238) | 270,547 | (1,416,638) | (926,129) | |
Other assets | (7,420) | 770 | (16,090) | (415,066) | |
Accounts payable and accrued expenses | (569,967) | (497,097) | 1,430,867 | 3,112,481 | |
Contract liabilities | (84,138) | (51,137) | (21,604) | (313,257) | |
Lease liability | (1,365,143) | (1,001,532) | (2,438,179) | (953,227) | |
Net cash provided by operating activities | (3,001,342) | (1,181,265) | (2,525,354) | (1,369,060) | |
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Payment for acquisition | (750,000) | (10,291,674) | |||
Purchase of property, plant, and equipment | (116,978) | (145,373) | (179,623) | (387,485) | |
Net cash used for investing activities | (116,978) | (145,373) | (929,623) | (10,679,159) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Proceeds from security purchase agreement | 1,700,000 | ||||
Principal payments on loan payable | (346,094) | (264,670) | (558,095) | (88,816) | |
Investment from parent company | 1,306,080 | 1,502,538 | 3,415,081 | 13,801,233 | |
Net cash used for financing activities | 2,659,986 | 1,237,868 | 2,856,986 | 13,712,417 | |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (458,334) | (88,770) | (597,991) | 1,664,198 | |
CASH AND CASH EQUIVALENTS, Beginning of year | 1,422,580 | 2,020,571 | $ 356,373 | 2,020,571 | 356,373 |
CASH AND CASH EQUIVALENTS, End of year | 964,246 | 1,931,801 | 1,422,580 | 2,020,571 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||
Cash paid for income taxes | |||||
Cash paid for interest | 232,835 | 84,144 | 199,705 | 30,017 | |
Non-cash investing and financing activities | |||||
Right-of-use assets obtained in exchange for operating lease liabilities | $ 1,083,460 | ||||
Issuance of promissory note in connection with acquisition | 718,000 | 3,000,000 | |||
Lease acquired | 1,325,409 | 8,225,032 | |||
Contingent consideration relating to acquisition | 1,108,000 | ||||
Greens Natural Foods, Inc. [Member] | |||||
Cash flows from operating activities | |||||
Net loss | (306,548) | ||||
Adjustments to reconcile net loss to net cash provided by Operating activities: | |||||
Depreciation | 256,660 | ||||
Changes in operating assets and liabilities: | |||||
Accounts receivable | (54,973) | ||||
Inventory | 232,448 | ||||
Prepaid expenses | 47,795 | ||||
Deposits | 12,056 | ||||
Accounts payable | 135,154 | ||||
Accrued expenses | (29,308) | ||||
Other current assets | 975 | ||||
Payroll liabilities | (39,701) | ||||
Other current liabilities | 23,215 | ||||
Sales tax payable | (18,519) | ||||
Contract liabilities | (1,891) | ||||
Net cash provided by operating activities | 257,362 | ||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||
Purchase of property, plant, and equipment | (521,826) | ||||
Net cash used for investing activities | (521,826) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||
Payments on notes payable | (20,534) | ||||
Net cash used for financing activities | (20,534) | ||||
NET DECREASE IN CASH AND CASH EQUIVALENTS | (284,998) | ||||
CASH AND CASH EQUIVALENTS, Beginning of year | 500,762 | $ 500,762 | |||
CASH AND CASH EQUIVALENTS, End of year | 215,764 | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION | |||||
Cash paid for interest | $ 7,793 |
ORGANIZATION
ORGANIZATION | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
ORGANIZATION | NOTE 1. ORGANIZATION Organization Healthy Choice Wellness Corp. (the “Company” or “HCWC”) is a Delaware corporation organized in September 2022. It is a wholly owned operating segment of Healthier Choices Management Corp (“HCMC”), a U.S. based holding company, which trades on the OTC Pink Sheets, specializing in providing consumers with healthier alternatives to everyday lifestyle choices. Through its wholly owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC, Healthy Choice Markets 3, LLC, Healthy Choice Markets IV, LLC, and Healthy Choice Markets V, LLC respectively, the Company operates: ● Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items. ● Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items. ● Mother Earth’s Storehouse, an organic and health food and vitamin chain in New York’s Hudson Valley, has been in existence for over 40 years. ● Greens Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products. ● Ellwood Thompson’s, an organic and natural health food and vitamin store located in Richmond, Virginia. Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates a Healthy Choice Wellness Center in Kingston, NY and has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL. These centers offer multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration. Through its wholly owned subsidiary, Healthy U Wholesale, Inc., the Company sells vitamins and supplements, as well as health, beauty and personal care products through its on-line retail subsidiary, The Vitamin Store, LLC. Sourcing and Vendors We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the three months ended June 30, 2024 and 2023, approximately 36 41 36 42 Spin-Off The Company intends to spin off its grocery segment and wellness business into a new publicly traded company (hereinafter referred to as “NewCo”). NewCo will continue the path of growth in the health verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC would distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Each share of HCMC’s common stock outstanding as of the record date for the Spin-Off, will entitle the holder thereof to receive shares of Common Stock in NewCo. The distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will be rounded down. Please see additional disclosure in Note 12 Stockholder Equity. | NOTE 1. ORGANIZATION Organization Healthy Choice Wellness Corp. (the “Company”) is a Delaware corporation organized in September 2022. It is a wholly owned operating segment of Healthier Choices Management Corp (“HCMC”), a U.S. based holding company, which trades on the OTC Pink Sheets, specializing in providing consumers with healthier alternatives to everyday lifestyle choices. Through its wholly owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC, Healthy Choice Markets 3, LLC, Healthy Choice Markets IV, LLC, and Healthy Choice Markets V, LLC respectively, the Company operates: ● Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items. ● Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products, and natural household items. ● Mother Earth’s Storehouse, a two-store organic and health food and vitamin chain in New York’s Hudson Valley, has been in existence for over 40 years. ● Greens Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products. ● Ellwood Thompson’s, an organic and natural health food and vitamin store located in Richmond, Virginia. Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates a Healthy Choice Wellness Center in Kingston, NY and has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL. These centers offer multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration. Through its wholly owned subsidiary, Healthy U Wholesale, Inc., the Company sells vitamins and supplements, as well as health, beauty and personal care products through its on-line retail subsidiary, The Vitamin Store, LLC. Sourcing and Vendors We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the years ended December 31, 2023 and 2022, approximately 41 37 Spin-Off HCMC has commenced steps to spin off (“Spin-Off”) its grocery segment and wellness business into a new publicly traded company (hereinafter referred to as “HCWC” or “The Company”). HCWC will continue the path of growth in the wellness verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. Following the Spin-Off, HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Shares of HCMC’s common stock outstanding as of the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive a certain number of shares of Common Stock in HCWC. The distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will be rounded down. | |
Greens Natural Foods, Inc. [Member] | |||
ORGANIZATION | NOTE 2 – ORGANIZATION Green’s Natural Foods, Inc., Dean’s Natural Food Market, Inc., Dean’s Natural Food Market of Shrewsbury, Inc., Dean’s Natural Food Market of Basking Ridge, LLC, Dean’s Natural Food Market of Chester, LLC, and Dean’s Natural Holdings, LLC (collectively the “Company”) operate organic and all-natural food grocery stores. The Company has eight grocery store locations in Mount Kisco, Eastchester, Briarcliff, and Somers, New York as well as Basking Ridge, Chester, Shrewsbury, and Ocean, New Jersey. |
GOING CONCERN
GOING CONCERN | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
GOING CONCERN | NOTE 2. GOING CONCERN The accompanying condensed consolidated carve-out financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. As of June 30, 2024, the Company had approximately $ 1.0 3.8 For the six months ended June 30, 2024, the Company incurred net losses of approximately $ 1.3 3.0 5 12 7.5 4.2 7,500,000 12 July 17, 2027 695,000 The Company believes its cash on hand and its ability to draw on its $ 5 | NOTE 2. GOING CONCERN The accompanying consolidated carve-out financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. As of December 31, 2023, the Company had approximately $ 1.4 2.6 For the year ended December 31, 2023, the Company incurred net losses of approximately $ 9.9 2.5 5 12 The Company believes its cash on hand and its ability to draw on its $ 5 |
BASIS OF PRESENTATION AND SIGNI
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying condensed consolidated 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 HCMC 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. HCMC has commenced steps to spin off its grocery segment and wellness business into HCWC. The entities under the grocery segment and wellness business were contributed (100%) to HCWC, as such the accompanying condensed consolidated carve-out financial statements have been contributed to HCWC using their carryover basis in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) for entities under common control. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the condensed consolidated carve-out financial statements. The condensed consolidated carve-out 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. Unaudited Interim Condensed Consolidated Carve-Out Financial Statements The interim condensed consolidated carve-out balance sheet as of June 30, 2024, the interim condensed consolidated carve-out statements of operations and the interim condensed consolidated carve-out statements of changes in net parent’s investment for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023 are unaudited. The financial data and the other financial information disclosed in the notes to these condensed consolidated carve-out financial statements relating to the three-month and six-month periods are also unaudited, i n our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. Principles of Consolidation The condensed consolidated 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 Markets V, LLC (Ellwood Thompson’s), Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC,, and Healthy U Wholesale, Inc (“The Vitamin Store, LLC”). All intercompany accounts and transactions have been eliminated in consolidation. Net Parent Investment The accompanying condensed consolidated carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis, and 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. Use of Estimates in the Preparation of the Financial Statements The preparation of condensed consolidated 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 consolidated 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 useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, 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. 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 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 $ 34,000 28,000 61,000 65,000 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 June 30, 2024 and December 31, 2023. A summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS June 30, 2024 December 31, 2023 Total cash in excess of FDIC limits of $ 250,000 $ - $ 161,644 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. 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. 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 carrying value 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. 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 seven years 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 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 on June 30, 2024. 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. The Company incurred a non-cash impairment charge of $ 6.1 Advertising Advertising expense is classified as selling, general and administrative expense on the condensed consolidated carve-out statements of operations. The Company expenses advertising costs as incurred. The Company incurred advertising expenses of approximately $ 43,000 92,000 201,000 151,000 401(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 $ 22,000 21,000 43,000 38,000 Income Taxes The Company’s income taxes are included in HCMC’s consolidated return. For the purposes of the condensed consolidated 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 June 30, 2024 and December 31, 2023. The Company had no uncertain tax positions as of June 30, 2024 and December 31, 2023. 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 June 30, 2024 and 2023. 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 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. 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 consolidated carve-out statements of operations. 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”). On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. | NOTE 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying consolidated 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 HCMC 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. HCMC has commenced steps to spin off its grocery segment and wellness business into HCWC. The entities under the grocery segment and wellness business were contributed (100%) to HCWC, as such the accompanying consolidated carve-out financial statements have been contributed to HCWC using their carryover basis in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) for entities under common control. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the consolidated carve-out financial statements. The consolidated carve-out 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 Consolidation The consolidated 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 Markets V, LLC (Ellwood Thompson’s), Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC,, and Healthy U Wholesale, Inc (“The Vitamin Store, LLC”). All intercompany accounts and transactions have been eliminated in consolidation. Net Parent Investment The accompanying consolidated carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis, and the financial statements 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. Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated 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 consolidated 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 inventory provisions, useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, 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. 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 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 $ 117,000 91,000 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 December 31, 2023 and 2022. A summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS December 31, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ 250,000 $ 161,644 $ 949,677 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. 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 consolidated carve-out balance sheets are amounts primarily related to other receivables or non-trade receivable from government and other companies. 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 their excess carrying value 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. 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 seven years 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 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. The Company conducted the long-lived assets impairment test, and based on Step 1 qualitative assessment, the Company concluded that the recurring losses coupled with the reduction in same store revenue and negative working capital were triggering events at December 31, 2023. The Company hired a third-party valuation firm to perform Step 2 quantitative assessment on long-lived assets. The Company used the undiscounted cash flow method at weighted average cost of capital of 16.5 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. The Company incurred a non-cash impairment charge of $ 6.1 no Advertising Advertising expense is classified as selling, general and administrative expense on the consolidated carve-out statements of operations. The Company expenses advertising costs as incurred. The Company incurred advertising expenses of approximately $ 564,000 145,000 401(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 $ 82,000 25,000 Income Taxes The Company’s income taxes are included in HCMC’s consolidated return. For the purposes of the consolidated 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, 2023 and December 31, 2022. The Company had no uncertain tax positions as of December 31, 2023 and December 31, 2022. 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 December 31, 2023 and 2022. 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 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. Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations 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”). In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (ASC 326)” This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit losses based on an aging schedule and provisioned approximately $ 15,000 On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. Reclassification Certain amounts in the consolidated 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. Below summarized reclassifications we made: ● Due from related party of $ 2.3 ● Cash usage in due from related party of $ 926,000 | |
Greens Natural Foods, Inc. [Member] | |||
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES 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. 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. 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. 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. 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. 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. 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 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 Retirement Plan The Company maintains two 401(k) plans. Under the terms of these plans, the employer may make up to 4 4 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. |
DISAGGREGATION OF REVENUES
DISAGGREGATION OF REVENUES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Disaggregation Of Revenues | ||
DISAGGREGATION OF REVENUES | NOTE 4. DISAGGREGATION OF REVENUES The Company’s disaggregated revenues consist of the following for the three and six months ended Jun 30, 2024 and 2023: SCHEDULE OF REVENUE 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Retail Grocery $ 13,423,417 $ 12,017,527 $ 26,902,220 $ 24,067,595 Food service/restaurant 2,170,903 1,555,372 4,585,898 3,062,948 Online/eCommerce 255 1,997 815 4,059 Total revenue $ 15,594,575 $ 13,574,896 $ 31,488,933 $ 27,134,602 | NOTE 4. DISAGGREGATION OF REVENUES The Company’s disaggregated revenues consist of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF REVENUE December 31, 2023 December 31, 2022 Retail Grocery $ 47,243,163 $ 25,867,061 Food service/restaurant 8,440,245 3,126,709 Online/eCommerce 6,385 15,870 Total revenue $ 55,689,793 $ 29,009,640 |
ACCOUNTS RECEIVABLE
ACCOUNTS RECEIVABLE | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Credit Loss [Abstract] | ||
ACCOUNTS RECEIVABLE | NOTE 5. ACCOUNTS RECEIVABLE Accounts receivable is mainly related to COOP billing. HCWC bills its vendors for advertising vendors’ products in our sales channels. Advertising revenue is included in sales revenue in the condensed consolidated carve-out statement of operations. The Company recorded advertising revenue of approximately $ 66,000 44,000 179,000 138,000 157,000 128,000 | NOTE 5. ACCOUNTS RECEIVABLE Accounts receivable is mainly related to COOP billing from each of the HCWC entities. HCWC bills its vendors for advertising vendors’ products in our sales channels. Advertising revenue is included in sales revenue in the consolidated carve-out statement of operations. The Company recorded advertising revenue of approximately $ 249,000 94,000 128,000 55,000 |
INVENTORIES
INVENTORIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Inventory Disclosure [Abstract] | ||
INVENTORIES | NOTE 6. 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 market value, adjustments are recorded to write down excess inventory to its net realizable value. The Company recorded the write down of inventories amounting to approximately $ 741,000 428,000 1,485,000 951,000 | NOTE 6. 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 market value, adjustments are recorded to write down excess inventory to its net realizable value. The Company recorded the write down of inventories amounting to approximately $ 2,472,000 1,500,000 |
ACQUISITION
ACQUISITION | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] | ||
ACQUISITION | NOTE 7. ACQUISITION Ellwood Thompson’s On October 1, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement with (i) ET Holding, Inc., d/b/a Ellwood Thompson’s Local Market, a Virginia corporation, (ii) Ellwood Thompson’s Natural Market, L.C., a Virginia limited liability company, and (iii) Richard T. Hood, an individual resident of the Commonwealth of Virginia. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities related to Ellwood Thompson’s grocery stores in Richmond, Virginia. The Company intends to continue to operate the grocery stores under their existing name. The purchase price under the Asset Purchase Agreement was $ 750,000 750,000 718,000 32,000 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION October 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 years $ 291,000 Total intangible assets $ 291,000 The acquisition is structured as an asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 Revenue and Earnings The following unaudited pro forma summary presents consolidated information of the Company, including Ellwood Thompson’s, as if the business combinations had occurred on January 1, 2023, the earliest period presented herein: SCHEDULE OF UNAUDITED PROFORMA INFORMATION For Three Months Ended For Six Months Ended June 30, 2023 June 30, 2023 Sales $ 17,133,109 $ 33,725,111 Net loss $ (473,448 ) $ (1,481,877 ) The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible. The proforma data gives effects to actual operating results prior to the acquisition. These proforma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisitions occurred as of the beginning of each period presented or that may be obtained in future periods. | NOTE 7. ACQUISITION Mother Earth’s Storehouse On February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC, entered into an Asset Purchase Agreement with Mother Earth’s Storehouse Inc. (“HCM3”) and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired certain assets and assumed certain liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties, New York. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement was $ 4,472,500 677,500 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Consideration Cash consideration paid $ 5,150,000 Purchase price allocation Inventory 805,000 Property, plant, and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,000 Other liabilities (283,000 ) Operating lease liability (1,797,000 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names ( 8 years $ 513,000 Customer Relationships ( 6 years 683,000 Non-Compete Agreement ( 5 years 413,000 Total intangible assets $ 1,609,000 The acquisition is structured as asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 The results of operations of Mother’s Earth have been included in the consolidated carve-out statements of operations as of the effective date of operations. Revenue and net income for Year ended December 31, 2022 were $ 11.9 0.30 157,000 Green’s Natural Foods On October 14, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets IV, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Dean’s Natural Food Market of Shrewsbury, Inc., a New Jersey corporation, Green’s Natural Foods, Inc., a Delaware corporation, Dean’s Natural Food Market of Chester, LLC, a New Jersey limited liability company, Dean’s Natural Food Market of Basking Ridge, LLC, a New Jersey limited liability company, and Dean’s Natural Food Market, Inc., a New Jersey corporation (collectively, the “Sellers”), and shareholders of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin chain with eight store locations in New York and northern and central New Jersey (the “Stores”). The cash purchase price under the Asset Purchase Agreement was $ 5,142,000 3,000,000 The Company recorded $ 1,108,000 3.8 The following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2023: SCHEDULE OF ASSET ACQUISITION CONTINGENT CONSIDERATION Fair Market Value - Level 3 Balance as of October 14, 2022 $ 1,108,000 Remeasurement (333,100 Balance as of December 31, 2022 $ 774,900 Beginning balance $ 774,900 Remeasurement (774,900 ) Balance as of December 31, 2023 $ - Ending Balance $ - The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Consideration Cash consideration paid $ 5,142,000 Promissory note 3,000,000 Contingent consideration issued to Green’s Natural seller 1,108,000 Total Purchase Consideration $ 9,250,000 Purchase price allocation Inventory $ 1,642,000 Property and equipment 1,478,000 Intangible assets 3,251,000 Right of use asset - Operating lease 6,427,000 Other liabilities (211,000 ) Operating lease liability (6,427,000 ) Goodwill 3,090,000 Net assets acquired $ 9,250,000 Finite-lived intangible assets Trade Names ( 8 years $ 1,133,000 Customer Relationships ( 6 years 1,103,000 Non-Compete Agreement ( 5 years 1,015,000 Total intangible assets $ 3,251,000 The acquisition is structured as asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 Revenue and net income for year ended December 31, 2022 were $ 6.3 0.05 906,000 Ellwood Thompson’s On October 1, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement with (i) ET Holding, Inc., d/b/a Ellwood Thompson’s Local Market, a Virginia corporation, (ii) Ellwood Thompson’s Natural Market, L.C., a Virginia limited liability company, and (iii) Richard T. Hood, an individual resident of the Commonwealth of Virginia. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities related to Ellwood Thompson’s grocery stores in Richmond, Virginia. The Company intends to continue to operate the grocery stores under their existing name. The purchase price under the Asset Purchase Agreement was $ 750,000 750,000 718,000 32,000 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION October 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 years $ 291,000 Total intangible assets $ 291,000 The acquisition is structured as an asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 Revenue and net loss for year ended December 31, 2023 were $ 3.1 0.3 131,000 Revenue and Earnings The following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth’s Storehouse, Green’s Natural Foods, and Ellwood Thompson’s, as if the business combinations had occurred on January 1, 2022, the earliest period presented herein: SCHEDULE OF UNAUDITED PROFORMA INFORMATION December 31, 2023 2022 Sales $ 65,262,166 $ 68,529,035 Net loss (10,119,851 ) (276,797 ) Adjusted EBITDA (3,115,188 ) (482,477 ) The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible and remove non-recurring transaction costs directly associated with the acquisitions, such as legal and other professional service fees. The proforma data gives effects to actual operating results prior to the acquisition. These proforma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisitions occurred as of the beginning of each period presented or that may be obtained in future periods. For the year ended December 31, 2022, the pro forma financial information excludes $ 1,063,000 131,000 |
ASSETS HELD FOR SALE
ASSETS HELD FOR SALE | 6 Months Ended |
Jun. 30, 2024 | |
Assets Held For Sale | |
ASSETS HELD FOR SALE | NOTE 8. ASSETS HELD FOR SALE On February 7, 2024, the Company closed the operation of the Saugerties store. The decision was based on management’s plan to maximize the profitability of the grocery segment. The Company transferred all operating assets and liabilities to other neighboring stores. The building, which is owned by the Company, has a net carrying value of approximately $ 544,000 On July 24, 2024, the Company finalized the closing of Saugerties building sale with all parties involved and received net proceeds of $ 695,000 749,000 54,000 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
PROPERTY, PLANT, AND EQUIPMENT | NOTE 9. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2024 December 31, 2023 Displays $ 312,146 $ 312,146 Building - 575,000 Furniture and fixtures 511,832 505,436 Leasehold improvements 1,959,553 1,925,385 Computer hardware & equipment 188,131 141,682 Other 710,683 680,718 Property, plant and equipment gross 3,682,345 4,140,367 Less: accumulated depreciation and amortization (1,697,406 ) (1,463,728 ) Total property, plant, and equipment $ 1,984,939 $ 2,676,639 The Company incurred approximately $ 131,000 138,000 265,000 276,000 | NOTE 8. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 505,436 469,338 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 141,682 114,525 Other 680,718 579,547 Property, plant and equipment gross 4,140,367 3,961,275 Less: accumulated depreciation and amortization (1,463,728 ) (925,428 ) Total property, plant, and equipment $ 2,676,639 $ 3,035,847 The Company incurred approximately $ 539,000 280,000 |
INTANGIBLE ASSETS, NET
INTANGIBLE ASSETS, NET | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
INTANGIBLE ASSETS, NET | NOTE 10. INTANGIBLE ASSETS, NET At June 30, 2024 and December 31, 2023, intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS, NET June 30, 2024 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 $ (1,203,943 ) $ 1,656,057 Customer relationships 4 6 years 2,669,000 (1,479,806 ) 1,189,194 Non-compete 4 5 years 1,602,000 (728,866 ) 873,134 Intangible assets, net $ 7,131,000 $ (3,412,615 ) $ 3,718,385 December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 $ (1,035,443 ) $ 1,824,557 Customer relationships 4 6 years 2,669,000 (1,330,972 ) 1,338,028 Non-compete 4 5 years 1,602,000 (586,066 ) 1,015,934 Intangible assets, net $ 7,131,000 $ (2,952,481 ) $ 4,178,519 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $ 230,000 221,000 460,000 442,000 Future annual estimated amortization expense is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE For the years ending December 31, 2024 (remaining six months) $ 460,133 2025 914,766 2026 837,730 2027 698,925 2028 389,486 Thereafter 417,345 Total $ 3,718,385 | NOTE 10. INTANGIBLE ASSETS, NET At December 31, 2023 and, 2022, intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 (1,035,443 ) $ 1,824,557 Customer relationships 4 6 years 2,669,000 (1,330,972 ) 1,338,028 Non-compete 4 5 years 1,602,000 (586,066 ) 1,015,934 Intangible assets, net $ 7,131,000 $ (2,952,481 ) $ 4,178,519 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 (725,724 ) $ 1,843,276 Customer relationships 4 6 2,669,000 (1,033,306 ) 1,635,694 Non-compete 4 5 1,602,000 (300,466 ) 1,301,534 Intangible assets, net $ 6,840,000 $ (2,059,496 ) $ 4,780,504 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $ 893,000 723,000 Future annual estimated amortization expense is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE For the years ending December 31, 2024 $ 920,266 2025 914,766 2026 837,730 2027 698,925 2028 389,486 Thereafter 417,346 Total $ 4,178,519 |
ACCOUNTS PAYABLE AND ACCRUED EX
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
ACCOUNTS PAYABLE AND ACCRUED EXPENSES | NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES At June 30, 2024 and 2023, accounts payable and accrued expenses consisted of: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2024 December 31, 2023 Trade creditors $ 3,769,924 $ 4,406,299 Accrued expenses 580,520 514,112 Total $ 4,350,444 $ 4,920,411 | NOTE 11. ACCOUNTS PAYABLE AND ACCRUED EXPENSES At December 31, 2023 and 2022, accounts payable and accrued expenses consisted of: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2023 December 31, 2022 Trade creditors $ 4,406,299 $ 3,118,757 Accrued expenses 514,112 370,787 Total $ 4,920,411 $ 3,489,544 |
CONTRACT LIABILITIES
CONTRACT LIABILITIES | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
CONTRACT LIABILITIES | NOTE 12. CONTRACT LIABILITIES The Company’s contract liabilities consist of customer deposits, gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. A summary of the contract liabilities activity at June 30, 2024 and December 31, 2023 is presented below: SCHEDULE OF CONTRACT LIABILITIES ACTIVITY June 30, 2024 December 31, 2023 Beginning balance as January 1, $ 207,513 $ 198,606 Issued 698,242 891,060 Redeemed (719,204 ) (812,694 ) Breakage recognized (63,176 ) (69,459 ) Ending balance $ 123,375 $ 207,513 | NOTE 12. CONTRACT LIABILITIES The Company’s contract liabilities consist of customer deposits, gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. A summary of the contract liabilities activity at December 31, 2023 and 2022 is presented below: SCHEDULE OF CONTRACT LIABILITIES ACTIVITY December 31, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 18,514 Issued 891,060 859,383 Redeemed (812,694 ) (623,348 ) Breakage recognized (69,459 ) (55,943 ) Ending balance $ 207,513 $ 198,606 |
DEBT
DEBT | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
DEBT | NOTE 13. DEBT The following table provides a breakdown of the Company’s debt as of June 30, 2024 and December 31, 2023: SCHEDULE OF DEBT June 30, 2024 December 31, 2023 Promissory notes $ 4,649,303 $ 3,106,508 Debt discount (117,596 ) - Total debt $ 4,531,707 $ 3,106,508 Current portion of long-term debt (2,495,340 ) (702,701 ) Long-term debt $ 2,036,367 $ 2,403,807 Promissory Notes In connection with the Green’s Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the “Greens Note”) in the principal amount of $ 3,000,000 6.0 2,098,000 2,378,000 33,000 41,000 68,000 84,000 In connection with the Ellwood Thompson’s acquisition, on October 1, 2023, the Company issued a secured promissory note (the “Ellwood Note”) in the principal amount of $ 750,000 718,000 6.0 662,000 728,000 10,000 0 21,000 0 On January 18, 2024, HCWC entered into a Securities Purchase Agreement (the “Bridge Financing”) with institutional investors whereby (a) HCWC issued a total of approximately $ 1,889,000 1,889,000 The aggregate gross proceeds received from the investors in connection with the SPA was $ 1,700,000 On April 8, 2024, HCWC and the institutional investors entered into an amendment to the January 18, 2024 agreement whereby HCWC agreed to issue warrants (the “Bridge Warrants”) exercisable at $ 0.01 188,889 188,889 The Company used the intrinsic value model to determine the fair value of the Bridge Warrants on April 18, 2024 and remeasured the fair value on June 30, 2024, and concluded that the fair value of the Bridge Warrants at June 30, 2024 was $ 1,887,001 23,500 189,000 57,000 144,000 1,889,000 49,000 118,000 The Company may, at its option, at any time or from time to time prepay the outstanding principal amount or any accrued but unpaid interest, in each case in whole or in part, without penalty or premium, provided that any such prepayment of any outstanding amount of principal shall be accompanied by the payment of all accrued but unpaid interest on the amount of principal being prepaid, plus any costs and fees incurred. The following table summarizes the 5 SCHEDULE OF DEBT REPAYMENT For the years ending December 31, 2024 (remaining six months) $ 356,607 2025 2,634,931 2026 792,056 2027 724,333 2028 141,376 Total $ 4,649,303 | NOTE 13. DEBT The following table provides a breakdown of the Company’s debt as of December 31, 2023 and 2022: SCHEDULE OF DEBT December 31, 2023 December 31, 2022 Promissory note $ 3,106,508 $ 2,913,788 Other debt - 815 Total debt $ 3,106,508 $ 2,914,603 Current portion of long-term debt (702,701 ) (536,542 ) Long-term debt $ 2,403,807 $ 2,378,061 Promissory Note In connection with the Green’s Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the “Greens Note”) in the principal amount of $ 3,000,000 6.0 2,378,000 2,914,000 160,000 30,000 In connection with the Ellwood Thompson’s acquisition, on October 1, 2023, the Company issued a secured promissory note (the “Ellwood Note”) in the principal amount of $ 750,000 718,000 The difference of $32,000 between the carrying amount of $750,000 and fair value of $718,000 was expensed as non-cash interest expense. 6.0 728,000 39,000 The Company may, at its option, at any time or from time to time prepay the outstanding principal amount or any accrued but unpaid interest, in each case in whole or in part, without penalty or premium, provided that any such prepayment of any outstanding amount of principal shall be accompanied by the payment of all accrued but unpaid interest on the amount of principal being prepaid, plus any costs and fees incurred. The following table summarizes the 5 SCHEDULE OF DEBT REPAYMENT For the years ending December 31, 2024 $ 702,701 2025 746,042 2026 792,056 2027 724,333 2028 141,376 Total $ 3,106,508 | |
Greens Natural Foods, Inc. [Member] | |||
DEBT | NOTE 9 – DEBT During 2021, the Company applied for and received a loan from its bank in the amount of $ 817,927 According to the rules of the SBA, the Company is required to retain PPP loan documentation for six years after the date the loan is forgiven or repaid in full, and permit authorized representatives of the SBA, including representatives of its Office of Inspector General, to access such files upon request. Should the SBA conduct such a review and reject all or some of the Company’s judgements pertaining to satisfying PPP loan eligibility or forgiveness conditions, the Company may be required to adjust previously reported amounts and disclosures in the financial statements. The $ 88,574 SCHEDULE OF DEBT MATURITIES 2022 (3 remaining months) $ 6,983 2023 28,638 2024 29,805 2025 23,148 Total debt $ 88,574 |
LEASES
LEASES | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
LEASES | NOTE 14. LEASES The Company has various lease agreements with terms up to 20 years Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2024 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period 2024 (remaining six months) $ 1,554,117 2025 2,854,958 2026 2,520,001 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 10,662,229 Less: Imputed interest (817,366 ) Present value of operating lease liabilities $ 9,844,863 The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification June 30, 2024 December 31, 2023 Right of use asset $ 9,974,601 $ 11,412,562 Operating lease liability, current $ 2,665,438 $ 2,748,824 Operating lease liability, net of current $ 7,179,425 $ 8,461,182 The amortization of the right-of-use asset of approximately $ 722,000 368,000 1,438,000 1,063,000 The following table provides a summary of other information related to the leases for the six months ended June 30, 2024 and December 31, 2023: SCHEDULE OF OPERATING LEASE TERM Other Information June 30, 2024 December 31, 2023 Weighted-average remaining lease term for operating leases 5 years 5 years Weighted-average discount rate for operating leases 3.97 % 3.98 % Rent expense for the three months ended June 30, 2024 and 2023 was approximately $ 940,000 843,000 1,864,000 1,668,000 The components of lease expenses for the three and six months ended June 30, 2024 and 2023 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Months Ended June 30, 2024 2023 Operating lease cost $ 643,036 $ 460,626 Variable lease cost 218,165 224,262 Short-term lease cost 79,291 158,433 Total rent expense $ 940,492 $ 843,321 Six Months Ended June 30, 2024 2023 Operating lease cost $ 1,280,138 $ 917,291 Variable lease cost 425,711 444,856 Short-term lease cost 157,823 315,374 Total rent expense $ 1,863,672 $ 1,677,521 The aggregate cash payments under the leasing arrangement were approximately $ 1,365,000 1,002,000 | NOTE 14. LEASES The Company has various lease agreements with terms up to 20 years Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2023 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period 2024 $ 3,116,834 2025 2,859,278 2026 2,520,001 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 12,229,266 Less: Imputed interest (1,019,260 ) Present value of operating lease liabilities $ 11,210,006 The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification December 31, 2023 December 31, 2022 Right of use asset $ 11,412,562 $ 10,604,935 Operating lease liability, current $ 2,748,824 $ 2,228,852 Operating lease liability, net of current $ 8,461,182 $ 8,041,504 The amortization of the right-of-use asset of approximately $ 2,570,000 1,043,000 The following table provides a summary of other information related to the leases for the years ended December 31, 2023 and 2022: SCHEDULE OF OPERATING LEASE TERM Other Information December 30, 2023 December 31, 2022 Weighted-average remaining lease term for operating leases 5 years 6 years Weighted-average discount rate for operating leases 3.98 % 3.83 % Rent expense for the years ended December 31, 2023 and 2022 was approximately $ 3,400,000 1,400,000 The components of lease expenses for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE December 31, 2023 December 31, 2022 Operating lease cost $ 2,263,413 $ 759,207 Variable lease cost 865,095 355,924 Short-term lease cost 306,790 284,013 Total rent expense $ 3,435,298 $ 1,399,144 The aggregate cash payments under the leasing arrangement were approximately $ 2,438,000 953,000 | |
Greens Natural Foods, Inc. [Member] | |||
LEASES | NOTE 5 – LEASES The Company leased four retail locations in the State of New Jersey (NJ) and four in the State of New York (NY). All the leases are classified as operating leases. Maturity of lease liabilities under our non-cancellable operating leases as of September 30, 2022 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period September 30, 2022 2022 (remaining three months) $ 432,127 2023 1,774,056 2024 1,232,391 2025 982,606 2026 859,607 Thereafter 1,296,758 Total undiscounted operating lease payments $ 6,577,545 Less: Imputed interest (541,441 ) Present value of operating lease liabilities $ 6,036,104 The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification September 30, 2022 Right of use asset $ 6,036,104 Operating lease liability, current $ 1,661,788 Operating lease liability, net of current $ 4,374,315 The following table provides a summary of other information related to the leases at September 30, 2022: SCHEDULE OF OPERATING LEASE TERM Other Information September 30, 2022 Weighted-average remaining lease term for operating leases 5 Weighted-average discount rate for operating leases 1.30 % Rent expenses for three and nine months ended September 30, 2022 were approximately $ 0.5 1.5 The components of lease expenses for the three and nine months ended September 30, 2022: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Month Ended September 30, 2022 Nine Month Ended September 30, 2022 Operating lease cost $ 322,629 $ 964,753 Variable lease cost 77,633 267,301 Short-term lease cost 89,455 267,496 Total rent expense $ 489,717 $ 1,499,550 The aggregate cash payments under the leasing arrangement were approximately $ 1.1 |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
RELATED PARTY TRANSACTIONS | NOTE 15. RELATED PARTY TRANSACTIONS The Company has not historically operated as a separate, stand-alone company and, accordingly has had various relationships with HCMC whereby HCMC provided services to the Company as noted below. Related party transactions include allocation of general corporate expenses and advances from parent. Allocation of General Corporate Expenses HCMC provides human resources, accounting, payroll processing, legal and other managerial services to the Company. The accompanying condensed consolidated carve-out financial statements include allocations of these expenses. Management adopted a proportional cost allocation method to allocate HCMC expenses to the Company. The allocation method calculates the appropriate share of overhead costs to the Company based on management’s estimate that the sum of management time and resources spent managing the Company is approximately equal to the amount of time and resources spent managing HCMC and its subsidiaries. As a result, 50% of HCMC overhead on a weighted average basis was allocated to the Company based on the fact that management spent equal amount of time to manage HCMC and the Company. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. HCMC allocated $ 0.6 0.7 1.3 1.4 Investment by Parent For the six months ended June 30, 2024, the net operating expenses of $ 1.3 1.4 0.1 Intercompany Receivable and Payable There is no intercompany agreement between the Company and HCMC. Management has determined those intercompany receivables and payables will be settled within twelve months after the balance sheet date. As a result, the Company’s intercompany balances are reflected as “due to” or “due from” accounts in the condensed consolidated carve-out balance sheets. The Company had a net receivable balance of $ 5.8 3.8 | NOTE 15. RELATED PARTY TRANSACTIONS The Company has not historically operated as a separate, stand-alone company and, accordingly has had various relationships with HCMC whereby HCMC provided services to the Company as noted below. Related party transactions include allocation of general corporate expenses and advances from parent. Allocation of General Corporate Expenses HCMC provides human resources, accounting, payroll processing, legal and other managerial services to the Company. The accompanying consolidated carve-out financial statements include allocations of these expenses. Management adopted a proportional cost allocation method to allocate HCMC expenses to the Company. The allocation method calculates the appropriate share of overhead costs to the Company based on management’s estimate that the sum of management time and resources spent managing the Company is approximately equal to the amount of time and resources spent managing HCMC and its subsidiaries. As a result, 50% of HCMC overhead on a weighted average basis was allocated to the Company based on the fact that management spent equal amount of time to manage HCMC and the Company. The Company believes the allocation methodology used is reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations may not be indicative of the cost had the Company been a stand-alone entity or of future services. HCMC allocated $ 2.5 3.4 Investment by Parent The Company received approximately $ 3.4 13.8 2.5 0.8 0.1 2.8 11.0 Intercompany Receivable and Payable There is no intercompany agreement between the Company and HCMC. Management has determined those intercompany receivables and payables will be settled within twelve months after the balance sheet date. As a result, the Company’s intercompany balances are reflected as “due to” or “due from” accounts in the consolidated carve-out balance sheets. The Company had a net receivable balance of $ 3.8 2.3 | |
Greens Natural Foods, Inc. [Member] | |||
RELATED PARTY TRANSACTIONS | NOTE 6 – RELATED PARTY TRANSACTIONS During the three- and nine-months periods ended September 30, 2022, the Company paid approximately $ 45,000 179,000 |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
COMMITMENTS AND CONTINGENCIES | NOTE 16. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of our business. With respect to legal costs, we record such costs as incurred. | NOTE 16. COMMITMENTS AND CONTINGENCIES Legal Proceedings From time to time the Company may be involved in various claims and legal actions arising in the ordinary course of our business. With respect to legal costs, we record such costs as incurred. | |
Greens Natural Foods, Inc. [Member] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 8 – COMMITMENTS COMMITMENTS AND CONTINGENCIES The Company has an agreement with a food distributor that runs from November 24, 2021, to March 11, 2025, where 90% of the products sold at the New York Stores must be purchased from that distributor. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
SUBSEQUENT EVENTS | NOTE 17. SUBSEQUENT EVENTS On July 18, 2024, the Company through its wholly owned subsidiary, Healthy Choice Markets VI, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with (i) GreenAcres Markets of Oklahoma, LLC, an Oklahoma limited liability company and GACorp, Inc., a Kansas corporation (each, a “Seller”; collectively, the “Sellers”); and (ii) the group of equity holders owning the majority interests of the Sellers. The Company acquired certain assets and assumed certain liabilities of five organic and natural health food and vitamin stores located in Oklahoma and Kansas. The purchase price under the Purchase Agreement is $ 7,300,000 1,825,000 On July 18, 2024 (the “Effective Date”), HCWC entered into a loan and security agreement with a private lender to support its expansion plans and funding of any working capital needs. The face amount of the loan (the “Acquisition Loan’) is $ 7,500,000 12 3 10 1,125,000 1,875,000 On July 24, 2024, the Company finalized the closing of Saugerties building sale with all parties involved, and received net proceeds of $ 695,000 On July 25, 2024, the Company filed Amendment No. 5 to its registration statement on Form S-1 with the Commission with respect to the Spin-Off. On July 25, 2024, the Company filed Amendment No. 6 to its registration statement on Form S-1 with the Commission with respect to the IPO. On July 31, 2024, one of the Company’s subsidiaries, Healthy Choice Markets IV, LLC, was served with a lawsuit filed by a former employee alleging violations of state and federal wage and hour laws. The Company believes the claims are without merit and intends to vigorously defend against the lawsuit. While the outcome of this litigation cannot be predicted with certainty, the Company does not believe that the lawsuit, if adversely resolved, would have a material adverse effect on its financial condition, results of operations, or cash flows. On August 17, 2024, the Company amended its financing agreement with a key investor. The agreement extended the maturity date on its $ 5 On August 30, 2024, the Company filed Amendment No. 6 to its registration statement on Form S-1 with the Commission with respect to the Spin-Off. On August 30, 2024, the Company filed Amendment No. 7 to its registration statement on Form S-1 with the Commission with respect to the IPO. On September 11, 2024, the Company filed Amendment No. 7 to its registration statement on Form S-1 with the Commission with respect to the Spin-Off. On September 11, 2024, the Company filed Amendment No. 8 to its registration statement on Form S-1 with the Commission with respect to the IPO. On September 12, 2024, the Company filed Amendment No. 8 to its registration statement on Form S-1 with the Commission with respect to the Spin-Off. | NOTE 18. SUBSEQUENT EVENTS In connection with the spin off, on January 18, 2024, the Company entered into Securities Purchase Agreement with institutional investors whereby the Company issued a total of approximately $ 1.9 10 10 1,700,000 188,889 10 On February 13, 2024, the Company filed Amendment No. 2 to its registration statement on Form S-1 with the Commission with respect to the Spin-Off. On February 13, 2024, the Company filed Amendment No. 3 to its registration statement on Form S-1 with the Commission with respect to the IPO. On February 9, 2024, in order to maximize profitability and improve operation efficiency, management made the decision to close the Saugerties store. The building where the store is located is owned by the Company, and it is currently for sale. At the time of these consolidated carve-out financial statements are issued, no sales agreement has been signed. On April 8, 2024, HCWC and the institutional investors entered into an amendment to the January 18, 2024, agreement whereby HCWC agrees to issue warrants in lieu of the Class A common stock shares. The warrants will be issued in the same aggregate amount as the Class A common stock, $ 1,888,889 On May 16, 2024, the Company secured a $ 5,000,000 | |
Greens Natural Foods, Inc. [Member] | |||
SUBSEQUENT EVENTS | NOTE 11 – SUBSEQUENT EVENTS In accordance with FASB ASC 855-10, the Company has analyzed its operations subsequent to September 30, 2022, and through December 19, 2023, the date of this report being issued and has determined that the only material subsequent event is the company sales. On October 14, 2022, the Company entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Healthy Choice Markets IV, LLC (“HCM V”), wholly owned subsidiary of Healthier Choices Management Corp. Pursuant to the Purchase Agreement, the Company sold certain assets and certain liabilities of an organic and natural health food and vitamin chain with eight store locations in New York and northern and central New Jersey (the “Stores”). The cash purchase price under the Asset Purchase Agreement was $ 5,142,000 3,000,000 |
GOODWILL
GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL | Note 9. GOODWILL The Company tests goodwill for impairment annually on September 30 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its estimated fair value. Impairment Charge in 2023 The consolidated financial statements for the year ended December 31, 2023, reflect a $ 6.1 ● Recurring losses ● Reduction in same store revenue ● Highly competitive industry ● Certain operational costs that have impacted our expectations such that future growth and profitability is lower than previous estimates ● Negative working capital experienced by the Company in the fourth quarter of 2023 The above noted elements lead management to evaluate the goodwill at the HCMC level and, since this goodwill pertained entirely to the segment being spun-off (the Company), the carrying value of goodwill presented in these carve-out financial statements has been impacted. The Company concluded that the above identified factors were the triggering events as of December 31, 2023, which indicated that the Company’s goodwill might be impaired. Because the qualitative test indicated that the Company’s goodwill was determined to be impaired, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of the Company was estimated for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine the amount of the impairment. The Company evaluated the fair value of its equity through the use of Guideline Public Company Method and Discounted Cash Flow Method. These two methods first calculated market value of invested capital, then the Company applied 50% of weighting to each method to derive the weight equity value. The Guideline Public Company Method calculated the Company’s equity using public markets’ relevant comparable set with market multiples that are applicable to the company. The Discounted Cash Flow Method discounted projected free cashflows of the Company at a computed weighted average cost of capital of 16.5% as the discount rate. The Discounted Cash Flow Method requires the use of significant estimates and assumptions to calculate projected future cash flow, weighted average cost of capital, and future economic and market conditions. The Company based the forecasts on its knowledge of the industry, recent performance and expected future performance, and other assumptions management believes to be reasonable but that are unpredictable and inherently uncertain. Actual future results may differ from those estimates. As a result of the impairment test, the entire $ 6.1 The following table summarizes the changes in goodwill for the years ended December 31, 2023 and 2022: SCHEDULE OF GOODWILL December 31, 2023 December 31, 2022 Beginning balance $ 5,747,000 $ 916,000 Acquisitions 357,000 4,831,000 Impairment (6,104,000 ) - Ending balance $ - $ 5,747,000 |
INCOME TAX
INCOME TAX | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2023 | |
INCOME TAX | Note 17. INCOME TAX The Company did not have a provision for income taxes (current or deferred tax expense) for tax years ended December 31, 2023 and 2022. The following is a reconciliation of the expected tax expense (benefit) at the U.S. statutory rate 21 SCHEDULE OF PROVISION FOR INCOME TAX Year Ended December 31, 2023 2022 Provision/(benefit) at statutory rate $ (2,085,850 ) (697,766 ) State tax provision/(benefit) net of federal benefit (557,568 ) (165,565 ) Change in valuation allowance 2,496,515 929,294 True-Up & Deferred Adjustment (73,814 ) - Change in tax rate 11,273 (19,027 ) Other 209,444 (46,936 ) Income tax provision/(benefit) $ - $ - As of December 31, 2023 and 2022, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended December 31, 2023 2022 Deferred tax assets (liabilities): NOL & AMT credit carryforward $ 2,449,401 $ 1,586,187 Charitable contribution 3,586 - Fixed assets (21,083 ) (15,414 ) Intangible assets 1,995,960 434,547 UNICAP 263a Adjustment 53,284 - ASC 842 - Lease Accounting 65,172 44,485 Total net deferred tax assets 4,546,320 2,049,805 Valuation allowance (4,546,320 ) (2,049,805 ) Net deferred tax assets $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the positive and negative evidence available, management has determined that a valuation allowance is required at December 31, 2023 and 2022 to reduce the deferred tax assets to amounts that are more likely than not to be realized. The Company’s valuation increased by approximately $ 2,497,000 929,000 At December 31, 2023, the Company had U.S. federal and state post-2017 net operating loss carryforwards (“NOLs”) of $ 10.3 million and $ 10.5 million, respectively. Tax Cuts and Jobs Act (TCJA) allows NOLs incurred in tax years beginning in 2018 to be carried forward indefinitely subject to 80 % of taxable income under Internal Revenue Code Section 172. Florida net operating losses generated in taxable years beginning after December 31, 2017, are carried forward indefinitely until used and never expire. New York and New Jersey net operating losses expire after twenty years. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. Among other provisions, the IRA includes a 15 1 The Company had no uncertain tax positions as of December 31, 2023, and 2022. The Company files a federal income tax return and income tax returns in various state tax jurisdictions and the Company is generally no longer subject to examinations by federal and state tax authorities for years before 2020. | |
Greens Natural Foods, Inc. [Member] | ||
INCOME TAX | NOTE 10 – INCOME TAXES INCOME TAX 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 the period ended September 30, 2022. 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 the 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. |
MANAGEMENT_S RESPONSIBILITY
MANAGEMENT’S RESPONSIBILITY | 9 Months Ended |
Sep. 30, 2023 | |
Greens Natural Foods, Inc. [Member] | |
MANAGEMENT’S RESPONSIBILITY | MANAGEMENT’S RESPONSIBILITY The accompanying condensed combined financial statements for the nine-months ended September 30, 2022, have been prepared by the Company’s management without an audit or review by an independent registered public accounting firm. The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed combined financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. |
CONCENTRATION OF CREDIT AND MAR
CONCENTRATION OF CREDIT AND MARKET RISK | 9 Months Ended |
Sep. 30, 2023 | |
Greens Natural Foods, Inc. [Member] | |
CONCENTRATION OF CREDIT AND MARKET RISK | NOTE 4 – CONCENTRATION OF CREDIT AND MARKET RISK The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. As of the nine-month period ended September 30, 2022, the Company did not have cash concentrated in any one financial institution which was in excess of Federal Deposit Insurance Corporation (FDIC) coverage of $ 250,000 The Company carries its accounts receivable at cost less an allowance for doubtful accounts. On a periodic basis, the Company evaluates its receivables and establishes an allowance for doubtful accounts, based on a history of past write-offs, collections, and current credit conditions. Accounts are written off as uncollectible at the time management determines that collections are unlikely. Accounts receivables are uncollateralized. The Company has a concentration with two of its vendors, UNFI and Albert’s Organics, related to the purchase of inventory. Approximately 41 54 Accounts payable consist of balances due to vendors for inventory the Company sells in its stores as well as services rendered to the Company on or before the year-end which have not been paid as of September 30, 2022. At September 30, 2022, vendor Albert’s Organics represented 9 25 |
STOCK_UNITS
STOCK/UNITS | 9 Months Ended |
Sep. 30, 2023 | |
Greens Natural Foods, Inc. [Member] | |
STOCK/UNITS | NOTE 7 – STOCK/UNITS The Company has authorized and issued 2,200 2,000 .001 no |
BASIS OF PRESENTATION AND SIG_2
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated 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 HCMC 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. HCMC has commenced steps to spin off its grocery segment and wellness business into HCWC. The entities under the grocery segment and wellness business were contributed (100%) to HCWC, as such the accompanying condensed consolidated carve-out financial statements have been contributed to HCWC using their carryover basis in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) for entities under common control. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the condensed consolidated carve-out financial statements. The condensed consolidated carve-out 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. | Basis of Presentation The accompanying consolidated 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 HCMC 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. HCMC has commenced steps to spin off its grocery segment and wellness business into HCWC. The entities under the grocery segment and wellness business were contributed (100%) to HCWC, as such the accompanying consolidated carve-out financial statements have been contributed to HCWC using their carryover basis in accordance with Accounting Standard Codification (“ASC”) Topic 805, Business Combinations (“ASC 805”) for entities under common control. All revenues and costs as well as assets and liabilities directly associated with the business activity of the Company are included in the consolidated carve-out financial statements. The consolidated carve-out 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. | |
Unaudited Interim Condensed Consolidated Carve-Out Financial Statements | Unaudited Interim Condensed Consolidated Carve-Out Financial Statements The interim condensed consolidated carve-out balance sheet as of June 30, 2024, the interim condensed consolidated carve-out statements of operations and the interim condensed consolidated carve-out statements of changes in net parent’s investment for the three and six months ended June 30, 2024 and 2023 and cash flows for the six months ended June 30, 2024 and 2023 are unaudited. The financial data and the other financial information disclosed in the notes to these condensed consolidated carve-out financial statements relating to the three-month and six-month periods are also unaudited, i n our opinion, include all adjustments, consisting of normal recurring adjustments and accruals necessary for a fair presentation of our consolidated cash flows, operating results, and balance sheets for the periods presented. | ||
Principles of Consolidation | Principles of Consolidation The condensed consolidated 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 Markets V, LLC (Ellwood Thompson’s), Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC,, and Healthy U Wholesale, Inc (“The Vitamin Store, LLC”). All intercompany accounts and transactions have been eliminated in consolidation. | Principles of Consolidation The consolidated 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 Markets V, LLC (Ellwood Thompson’s), Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC,, and Healthy U Wholesale, Inc (“The Vitamin Store, LLC”). All intercompany accounts and transactions have been eliminated in consolidation. | |
Net Parent Investment | Net Parent Investment The accompanying condensed consolidated carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis, and 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 Investment The accompanying consolidated carve-out financial statements were derived from the consolidated financial statements of HCMC on a carve-out basis, and the financial statements 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. | |
Use of Estimates | Use of Estimates in the Preparation of the Financial Statements The preparation of condensed consolidated 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 consolidated 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 useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, 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 consolidated 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 consolidated 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 inventory provisions, useful lives and impairment of long-lived assets, deferred taxes and related valuation allowances, allocation of corporate general expenses, 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. | |
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 $ 34,000 28,000 61,000 65,000 | 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. The Company incurred shipping and handling costs of approximately $ 117,000 91,000 | |
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 June 30, 2024 and December 31, 2023. A summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS June 30, 2024 December 31, 2023 Total cash in excess of FDIC limits of $ 250,000 $ - $ 161,644 | 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 December 31, 2023 and 2022. A summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS December 31, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ 250,000 $ 161,644 $ 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. | |
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. | 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 consolidated carve-out balance sheets are amounts primarily related to other receivables or non-trade receivable from government and 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 carrying value 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 their excess carrying value 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. | |
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 seven years | 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 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 on June 30, 2024. | 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. The Company conducted the long-lived assets impairment test, and based on Step 1 qualitative assessment, the Company concluded that the recurring losses coupled with the reduction in same store revenue and negative working capital were triggering events at December 31, 2023. The Company hired a third-party valuation firm to perform Step 2 quantitative assessment on long-lived assets. The Company used the undiscounted cash flow method at weighted average cost of capital of 16.5 | |
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. The Company incurred a non-cash impairment charge of $ 6.1 | 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. The Company incurred a non-cash impairment charge of $ 6.1 no | |
Advertising Costs | Advertising Advertising expense is classified as selling, general and administrative expense on the condensed consolidated carve-out statements of operations. The Company expenses advertising costs as incurred. The Company incurred advertising expenses of approximately $ 43,000 92,000 201,000 151,000 | Advertising Advertising expense is classified as selling, general and administrative expense on the consolidated carve-out statements of operations. The Company expenses advertising costs as incurred. The Company incurred advertising expenses of approximately $ 564,000 145,000 | |
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 $ 22,000 21,000 43,000 38,000 | 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 $ 82,000 25,000 | |
Income Taxes | Income Taxes The Company’s income taxes are included in HCMC’s consolidated return. For the purposes of the condensed consolidated 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 June 30, 2024 and December 31, 2023. The Company had no uncertain tax positions as of June 30, 2024 and December 31, 2023. | Income Taxes The Company’s income taxes are included in HCMC’s consolidated return. For the purposes of the consolidated 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, 2023 and December 31, 2022. The Company had no uncertain tax positions as of December 31, 2023 and December 31, 2022. | |
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 June 30, 2024 and 2023. 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 as of December 31, 2023 and 2022. 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 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. | |
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 consolidated carve-out statements of operations. | Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations | |
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”). On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated 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”). In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (ASC 326)” This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit losses based on an aging schedule and provisioned approximately $ 15,000 On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. | |
Reclassification | Reclassification Certain amounts in the consolidated 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. Below summarized reclassifications we made: ● Due from related party of $ 2.3 ● Cash usage in due from related party of $ 926,000 | ||
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. | ||
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. | ||
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. | ||
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. | ||
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. | ||
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 | ||
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 | ||
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. | ||
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 | ||
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. |
BASIS OF PRESENTATION AND SIG_3
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
SCHEDULE OF CASH AND CASH EQUIVALENTS | SCHEDULE OF CASH AND CASH EQUIVALENTS June 30, 2024 December 31, 2023 Total cash in excess of FDIC limits of $ 250,000 $ - $ 161,644 | SCHEDULE OF CASH AND CASH EQUIVALENTS December 31, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ 250,000 $ 161,644 $ 949,677 | |
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2024 December 31, 2023 Displays $ 312,146 $ 312,146 Building - 575,000 Furniture and fixtures 511,832 505,436 Leasehold improvements 1,959,553 1,925,385 Computer hardware & equipment 188,131 141,682 Other 710,683 680,718 Property, plant and equipment gross 3,682,345 4,140,367 Less: accumulated depreciation and amortization (1,697,406 ) (1,463,728 ) Total property, plant, and equipment $ 1,984,939 $ 2,676,639 | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 505,436 469,338 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 141,682 114,525 Other 680,718 579,547 Property, plant and equipment gross 4,140,367 3,961,275 Less: accumulated depreciation and amortization (1,463,728 ) (925,428 ) Total property, plant, and equipment $ 2,676,639 $ 3,035,847 | |
Greens Natural Foods, Inc. [Member] | |||
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | 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 |
DISAGGREGATION OF REVENUES (Tab
DISAGGREGATION OF REVENUES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Disaggregation Of Revenues | ||
SCHEDULE OF REVENUE | The Company’s disaggregated revenues consist of the following for the three and six months ended Jun 30, 2024 and 2023: SCHEDULE OF REVENUE 2024 2023 2024 2023 Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Retail Grocery $ 13,423,417 $ 12,017,527 $ 26,902,220 $ 24,067,595 Food service/restaurant 2,170,903 1,555,372 4,585,898 3,062,948 Online/eCommerce 255 1,997 815 4,059 Total revenue $ 15,594,575 $ 13,574,896 $ 31,488,933 $ 27,134,602 | The Company’s disaggregated revenues consist of the following for the years ended December 31, 2023 and 2022: SCHEDULE OF REVENUE December 31, 2023 December 31, 2022 Retail Grocery $ 47,243,163 $ 25,867,061 Food service/restaurant 8,440,245 3,126,709 Online/eCommerce 6,385 15,870 Total revenue $ 55,689,793 $ 29,009,640 |
ACQUISITION (Tables)
ACQUISITION (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Business Acquisition [Line Items] | ||
SCHEDULE OF UNAUDITED PROFORMA INFORMATION | The following unaudited pro forma summary presents consolidated information of the Company, including Ellwood Thompson’s, as if the business combinations had occurred on January 1, 2023, the earliest period presented herein: SCHEDULE OF UNAUDITED PROFORMA INFORMATION For Three Months Ended For Six Months Ended June 30, 2023 June 30, 2023 Sales $ 17,133,109 $ 33,725,111 Net loss $ (473,448 ) $ (1,481,877 ) | The following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth’s Storehouse, Green’s Natural Foods, and Ellwood Thompson’s, as if the business combinations had occurred on January 1, 2022, the earliest period presented herein: SCHEDULE OF UNAUDITED PROFORMA INFORMATION December 31, 2023 2022 Sales $ 65,262,166 $ 68,529,035 Net loss (10,119,851 ) (276,797 ) Adjusted EBITDA (3,115,188 ) (482,477 ) |
Mother Earth's Storehouse, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION October 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 years $ 291,000 Total intangible assets $ 291,000 | The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Consideration Cash consideration paid $ 5,150,000 Purchase price allocation Inventory 805,000 Property, plant, and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,000 Other liabilities (283,000 ) Operating lease liability (1,797,000 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names ( 8 years $ 513,000 Customer Relationships ( 6 years 683,000 Non-Compete Agreement ( 5 years 413,000 Total intangible assets $ 1,609,000 |
Greens Natural Foods, Inc. [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF ASSET ACQUISITION CONTINGENT CONSIDERATION | The following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2023: SCHEDULE OF ASSET ACQUISITION CONTINGENT CONSIDERATION Fair Market Value - Level 3 Balance as of October 14, 2022 $ 1,108,000 Remeasurement (333,100 Balance as of December 31, 2022 $ 774,900 Beginning balance $ 774,900 Remeasurement (774,900 ) Balance as of December 31, 2023 $ - Ending Balance $ - | |
Greens Natural Foods [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION Purchase Consideration Cash consideration paid $ 5,142,000 Promissory note 3,000,000 Contingent consideration issued to Green’s Natural seller 1,108,000 Total Purchase Consideration $ 9,250,000 Purchase price allocation Inventory $ 1,642,000 Property and equipment 1,478,000 Intangible assets 3,251,000 Right of use asset - Operating lease 6,427,000 Other liabilities (211,000 ) Operating lease liability (6,427,000 ) Goodwill 3,090,000 Net assets acquired $ 9,250,000 Finite-lived intangible assets Trade Names ( 8 years $ 1,133,000 Customer Relationships ( 6 years 1,103,000 Non-Compete Agreement ( 5 years 1,015,000 Total intangible assets $ 3,251,000 | |
Ellwood Thompson [Member] | ||
Business Acquisition [Line Items] | ||
SCHEDULE OF PURCHASE PRICE ALLOCATION | The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SCHEDULE OF PURCHASE PRICE ALLOCATION October 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 years $ 291,000 Total intangible assets $ 291,000 |
PROPERTY, PLANT, AND EQUIPMENT
PROPERTY, PLANT, AND EQUIPMENT (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | ||
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT June 30, 2024 December 31, 2023 Displays $ 312,146 $ 312,146 Building - 575,000 Furniture and fixtures 511,832 505,436 Leasehold improvements 1,959,553 1,925,385 Computer hardware & equipment 188,131 141,682 Other 710,683 680,718 Property, plant and equipment gross 3,682,345 4,140,367 Less: accumulated depreciation and amortization (1,697,406 ) (1,463,728 ) Total property, plant, and equipment $ 1,984,939 $ 2,676,639 | Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT December 31, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 505,436 469,338 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 141,682 114,525 Other 680,718 579,547 Property, plant and equipment gross 4,140,367 3,961,275 Less: accumulated depreciation and amortization (1,463,728 ) (925,428 ) Total property, plant, and equipment $ 2,676,639 $ 3,035,847 |
INTANGIBLE ASSETS, NET (Tables)
INTANGIBLE ASSETS, NET (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
SCHEDULE OF INTANGIBLE ASSETS, NET | At June 30, 2024 and December 31, 2023, intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS, NET June 30, 2024 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 $ (1,203,943 ) $ 1,656,057 Customer relationships 4 6 years 2,669,000 (1,479,806 ) 1,189,194 Non-compete 4 5 years 1,602,000 (728,866 ) 873,134 Intangible assets, net $ 7,131,000 $ (3,412,615 ) $ 3,718,385 December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 $ (1,035,443 ) $ 1,824,557 Customer relationships 4 6 years 2,669,000 (1,330,972 ) 1,338,028 Non-compete 4 5 years 1,602,000 (586,066 ) 1,015,934 Intangible assets, net $ 7,131,000 $ (2,952,481 ) $ 4,178,519 | At December 31, 2023 and, 2022, intangible assets consist of the following: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 years $ 2,860,000 (1,035,443 ) $ 1,824,557 Customer relationships 4 6 years 2,669,000 (1,330,972 ) 1,338,028 Non-compete 4 5 years 1,602,000 (586,066 ) 1,015,934 Intangible assets, net $ 7,131,000 $ (2,952,481 ) $ 4,178,519 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 (725,724 ) $ 1,843,276 Customer relationships 4 6 2,669,000 (1,033,306 ) 1,635,694 Non-compete 4 5 1,602,000 (300,466 ) 1,301,534 Intangible assets, net $ 6,840,000 $ (2,059,496 ) $ 4,780,504 |
SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE | Future annual estimated amortization expense is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE For the years ending December 31, 2024 (remaining six months) $ 460,133 2025 914,766 2026 837,730 2027 698,925 2028 389,486 Thereafter 417,345 Total $ 3,718,385 | Future annual estimated amortization expense is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE For the years ending December 31, 2024 $ 920,266 2025 914,766 2026 837,730 2027 698,925 2028 389,486 Thereafter 417,346 Total $ 4,178,519 |
ACCOUNTS PAYABLE AND ACCRUED _2
ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Payables and Accruals [Abstract] | ||
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES | At June 30, 2024 and 2023, accounts payable and accrued expenses consisted of: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES June 30, 2024 December 31, 2023 Trade creditors $ 3,769,924 $ 4,406,299 Accrued expenses 580,520 514,112 Total $ 4,350,444 $ 4,920,411 | At December 31, 2023 and 2022, accounts payable and accrued expenses consisted of: SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES December 31, 2023 December 31, 2022 Trade creditors $ 4,406,299 $ 3,118,757 Accrued expenses 514,112 370,787 Total $ 4,920,411 $ 3,489,544 |
CONTRACT LIABILITIES (Tables)
CONTRACT LIABILITIES (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Revenue from Contract with Customer [Abstract] | ||
SCHEDULE OF CONTRACT LIABILITIES ACTIVITY | A summary of the contract liabilities activity at June 30, 2024 and December 31, 2023 is presented below: SCHEDULE OF CONTRACT LIABILITIES ACTIVITY June 30, 2024 December 31, 2023 Beginning balance as January 1, $ 207,513 $ 198,606 Issued 698,242 891,060 Redeemed (719,204 ) (812,694 ) Breakage recognized (63,176 ) (69,459 ) Ending balance $ 123,375 $ 207,513 | A summary of the contract liabilities activity at December 31, 2023 and 2022 is presented below: SCHEDULE OF CONTRACT LIABILITIES ACTIVITY December 31, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 18,514 Issued 891,060 859,383 Redeemed (812,694 ) (623,348 ) Breakage recognized (69,459 ) (55,943 ) Ending balance $ 207,513 $ 198,606 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
SCHEDULE OF DEBT | The following table provides a breakdown of the Company’s debt as of June 30, 2024 and December 31, 2023: SCHEDULE OF DEBT June 30, 2024 December 31, 2023 Promissory notes $ 4,649,303 $ 3,106,508 Debt discount (117,596 ) - Total debt $ 4,531,707 $ 3,106,508 Current portion of long-term debt (2,495,340 ) (702,701 ) Long-term debt $ 2,036,367 $ 2,403,807 | The following table provides a breakdown of the Company’s debt as of December 31, 2023 and 2022: SCHEDULE OF DEBT December 31, 2023 December 31, 2022 Promissory note $ 3,106,508 $ 2,913,788 Other debt - 815 Total debt $ 3,106,508 $ 2,914,603 Current portion of long-term debt (702,701 ) (536,542 ) Long-term debt $ 2,403,807 $ 2,378,061 | |
SCHEDULE OF DEBT REPAYMENT | The following table summarizes the 5 SCHEDULE OF DEBT REPAYMENT For the years ending December 31, 2024 (remaining six months) $ 356,607 2025 2,634,931 2026 792,056 2027 724,333 2028 141,376 Total $ 4,649,303 | The following table summarizes the 5 SCHEDULE OF DEBT REPAYMENT For the years ending December 31, 2024 $ 702,701 2025 746,042 2026 792,056 2027 724,333 2028 141,376 Total $ 3,106,508 | |
Greens Natural Foods, Inc. [Member] | |||
SCHEDULE OF DEBT MATURITIES | SCHEDULE OF DEBT MATURITIES 2022 (3 remaining months) $ 6,983 2023 28,638 2024 29,805 2025 23,148 Total debt $ 88,574 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended | 9 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Sep. 30, 2023 | Dec. 31, 2023 | |
SCHEDULE OF MATURITY OF LEASE LIABILITIES | Maturity of lease liabilities under our non-cancellable operating leases as of June 30, 2024 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period 2024 (remaining six months) $ 1,554,117 2025 2,854,958 2026 2,520,001 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 10,662,229 Less: Imputed interest (817,366 ) Present value of operating lease liabilities $ 9,844,863 | Maturity of lease liabilities under our non-cancellable operating leases as of December 31, 2023 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period 2024 $ 3,116,834 2025 2,859,278 2026 2,520,001 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 12,229,266 Less: Imputed interest (1,019,260 ) Present value of operating lease liabilities $ 11,210,006 | |
SCHEDULE OF COMPANY’S OPERATING LEASE | The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification June 30, 2024 December 31, 2023 Right of use asset $ 9,974,601 $ 11,412,562 Operating lease liability, current $ 2,665,438 $ 2,748,824 Operating lease liability, net of current $ 7,179,425 $ 8,461,182 | The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification December 31, 2023 December 31, 2022 Right of use asset $ 11,412,562 $ 10,604,935 Operating lease liability, current $ 2,748,824 $ 2,228,852 Operating lease liability, net of current $ 8,461,182 $ 8,041,504 | |
SCHEDULE OF OPERATING LEASE TERM | The following table provides a summary of other information related to the leases for the six months ended June 30, 2024 and December 31, 2023: SCHEDULE OF OPERATING LEASE TERM Other Information June 30, 2024 December 31, 2023 Weighted-average remaining lease term for operating leases 5 years 5 years Weighted-average discount rate for operating leases 3.97 % 3.98 % | The following table provides a summary of other information related to the leases for the years ended December 31, 2023 and 2022: SCHEDULE OF OPERATING LEASE TERM Other Information December 30, 2023 December 31, 2022 Weighted-average remaining lease term for operating leases 5 years 6 years Weighted-average discount rate for operating leases 3.98 % 3.83 % | |
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expenses for the three and six months ended June 30, 2024 and 2023 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Months Ended June 30, 2024 2023 Operating lease cost $ 643,036 $ 460,626 Variable lease cost 218,165 224,262 Short-term lease cost 79,291 158,433 Total rent expense $ 940,492 $ 843,321 Six Months Ended June 30, 2024 2023 Operating lease cost $ 1,280,138 $ 917,291 Variable lease cost 425,711 444,856 Short-term lease cost 157,823 315,374 Total rent expense $ 1,863,672 $ 1,677,521 | The components of lease expenses for the years ended December 31, 2023 and 2022 were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE December 31, 2023 December 31, 2022 Operating lease cost $ 2,263,413 $ 759,207 Variable lease cost 865,095 355,924 Short-term lease cost 306,790 284,013 Total rent expense $ 3,435,298 $ 1,399,144 | |
Greens Natural Foods, Inc. [Member] | |||
SCHEDULE OF MATURITY OF LEASE LIABILITIES | Maturity of lease liabilities under our non-cancellable operating leases as of September 30, 2022 were as follows: SCHEDULE OF MATURITY OF LEASE LIABILITIES Payments due by period September 30, 2022 2022 (remaining three months) $ 432,127 2023 1,774,056 2024 1,232,391 2025 982,606 2026 859,607 Thereafter 1,296,758 Total undiscounted operating lease payments $ 6,577,545 Less: Imputed interest (541,441 ) Present value of operating lease liabilities $ 6,036,104 | ||
SCHEDULE OF COMPANY’S OPERATING LEASE | The following table summarizes the Company’s operating leases: SCHEDULE OF COMPANY’S OPERATING LEASE Balance Sheet Classification September 30, 2022 Right of use asset $ 6,036,104 Operating lease liability, current $ 1,661,788 Operating lease liability, net of current $ 4,374,315 | ||
SCHEDULE OF OPERATING LEASE TERM | The following table provides a summary of other information related to the leases at September 30, 2022: SCHEDULE OF OPERATING LEASE TERM Other Information September 30, 2022 Weighted-average remaining lease term for operating leases 5 Weighted-average discount rate for operating leases 1.30 % | ||
SCHEDULE OF COMPONENTS OF LEASE EXPENSE | The components of lease expenses for the three and nine months ended September 30, 2022: SCHEDULE OF COMPONENTS OF LEASE EXPENSE Three Month Ended September 30, 2022 Nine Month Ended September 30, 2022 Operating lease cost $ 322,629 $ 964,753 Variable lease cost 77,633 267,301 Short-term lease cost 89,455 267,496 Total rent expense $ 489,717 $ 1,499,550 |
GOODWILL (Tables)
GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
SCHEDULE OF GOODWILL | The following table summarizes the changes in goodwill for the years ended December 31, 2023 and 2022: SCHEDULE OF GOODWILL December 31, 2023 December 31, 2022 Beginning balance $ 5,747,000 $ 916,000 Acquisitions 357,000 4,831,000 Impairment (6,104,000 ) - Ending balance $ - $ 5,747,000 |
INCOME TAX (Tables)
INCOME TAX (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
SCHEDULE OF PROVISION FOR INCOME TAX | SCHEDULE OF PROVISION FOR INCOME TAX Year Ended December 31, 2023 2022 Provision/(benefit) at statutory rate $ (2,085,850 ) (697,766 ) State tax provision/(benefit) net of federal benefit (557,568 ) (165,565 ) Change in valuation allowance 2,496,515 929,294 True-Up & Deferred Adjustment (73,814 ) - Change in tax rate 11,273 (19,027 ) Other 209,444 (46,936 ) Income tax provision/(benefit) $ - $ - |
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES | As of December 31, 2023 and 2022, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES Year Ended December 31, 2023 2022 Deferred tax assets (liabilities): NOL & AMT credit carryforward $ 2,449,401 $ 1,586,187 Charitable contribution 3,586 - Fixed assets (21,083 ) (15,414 ) Intangible assets 1,995,960 434,547 UNICAP 263a Adjustment 53,284 - ASC 842 - Lease Accounting 65,172 44,485 Total net deferred tax assets 4,546,320 2,049,805 Valuation allowance (4,546,320 ) (2,049,805 ) Net deferred tax assets $ - $ - |
ORGANIZATION (Details Narrative
ORGANIZATION (Details Narrative) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | One Vendor [Member] | ||||||
Product Information [Line Items] | ||||||
Concentration risk percentage | 36% | 41% | 36% | 42% | 41% | 37% |
GOING CONCERN (Details Narrativ
GOING CONCERN (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||
Jul. 24, 2024 | Jul. 18, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 17, 2024 | May 16, 2024 | Mar. 31, 2024 | |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash | $ 1,000,000 | $ 1,000,000 | $ 1,400,000 | ||||||||
Working capital | (3,800,000) | (3,800,000) | (2,600,000) | ||||||||
Net loss | (595,707) | $ (470,131) | (1,297,170) | $ (1,521,279) | (9,932,620) | $ (3,322,695) | |||||
Net cash provided by used in operating activities | (3,001,342) | (1,181,265) | (2,525,354) | (1,369,060) | |||||||
Purchase of green acres market | 116,978 | $ 145,373 | $ 179,623 | $ 387,485 | |||||||
Debt instrument interest rate stated percentage | 12% | ||||||||||
Line of credit | $ 5,000,000 | ||||||||||
Long term line of credit | $ 5,000,000 | ||||||||||
Subsequent Event [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Proceeds from sale of buildings | $ 695,000 | ||||||||||
Line of credit | $ 5,000,000 | ||||||||||
Long term line of credit | $ 5,000,000 | ||||||||||
Subsequent Event [Member] | Loan And Security Agreement [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Face amount | $ 7,500,000 | ||||||||||
Purchase of green acres market | $ 4,200,000 | ||||||||||
Debt instrument interest rate stated percentage | 12% | ||||||||||
Debt instrument, maturity date | Jul. 17, 2027 | ||||||||||
Revolving Credit Facility [Member] | |||||||||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||||||||
Cash | $ 5,000,000 | 5,000,000 | |||||||||
Lines of credit | $ 5,000,000 | ||||||||||
Interest rate percentage | 12% |
SCHEDULE OF CASH AND CASH EQUIV
SCHEDULE OF CASH AND CASH EQUIVALENTS (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Total cash in excess of FDIC limits of $250,000 | $ 161,644 | $ 949,677 |
SCHEDULE OF CASH AND CASH EQU_2
SCHEDULE OF CASH AND CASH EQUIVALENTS (Parenthetical) (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Accounting Policies [Abstract] | |||
Cash, FDIC amount | $ 250,000 | $ 250,000 | $ 250,000 |
BASIS OF PRESENTATION AND SIG_4
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Product Information [Line Items] | ||||||||
Cash, FDIC amount | $ 250,000 | $ 250,000 | $ 250,000 | $ 250,000 | ||||
Impairment of goodwill | 6,104,000 | |||||||
Advertising costs | 43,000 | $ 92,000 | 201,000 | $ 151,000 | 564,000 | 145,000 | ||
Employer expense amount | 22,000 | 21,000 | 43,000 | 38,000 | $ 82,000 | 25,000 | ||
Weighted average discount rate | 16.50% | |||||||
Credit loss | $ 15,000 | |||||||
Other assets | 2,300,000 | |||||||
Increase decrease in other assets | 7,420 | (770) | 16,090 | 415,066 | ||||
Greens Natural Foods, Inc. [Member] | ||||||||
Product Information [Line Items] | ||||||||
Advertising costs | $ 36,000 | $ 133,000 | ||||||
Depreciation expense | 85,611 | $ 256,660 | ||||||
Minimum contribution plan, percentage | 4% | |||||||
Property, Plant and Equipment [Member] | ||||||||
Product Information [Line Items] | ||||||||
Depreciation expense | $ 131,000 | 138,000 | $ 265,000 | 276,000 | $ 539,000 | 280,000 | ||
Property, Plant and Equipment [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Product Information [Line Items] | ||||||||
Depreciation expense | $ 85,611 | $ 256,660 | ||||||
Related Party [Member] | ||||||||
Product Information [Line Items] | ||||||||
Increase decrease in other assets | 926,000 | |||||||
Minimum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Property plant and equipment useful life | 2 years | 2 years | 2 years | |||||
Intangible asset useful life | 4 years | 4 years | 4 years | |||||
Minimum [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Product Information [Line Items] | ||||||||
Minimum contribution plan, percentage | 4% | |||||||
Maximum [Member] | ||||||||
Product Information [Line Items] | ||||||||
Property plant and equipment useful life | 7 years | 7 years | 7 years | |||||
Intangible asset useful life | 10 years | 10 years | 10 years | |||||
Shipping and Handling [Member] | ||||||||
Product Information [Line Items] | ||||||||
Costs of sales | $ 34,000 | $ 28,000 | $ 61,000 | $ 65,000 | $ 117,000 | $ 91,000 |
SCHEDULE OF REVENUE (Details)
SCHEDULE OF REVENUE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Total revenue | $ 15,594,575 | $ 13,574,896 | $ 31,488,933 | $ 27,134,602 | $ 55,689,793 | $ 29,009,640 |
Retail Grocery [Member] | ||||||
Total revenue | 13,423,417 | 12,017,527 | 26,902,220 | 24,067,595 | 47,243,163 | 25,867,061 |
Food Service Restaurant [Member] | ||||||
Total revenue | 2,170,903 | 1,555,372 | 4,585,898 | 3,062,948 | 8,440,245 | 3,126,709 |
Online E Commerce [Member] | ||||||
Total revenue | $ 255 | $ 1,997 | $ 815 | $ 4,059 | $ 6,385 | $ 15,870 |
ACCOUNTS RECEIVABLE (Details Na
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Credit Loss [Abstract] | ||||||
Advertising revenues | $ 66,000 | $ 44,000 | $ 179,000 | $ 138,000 | $ 249,000 | $ 94,000 |
Accounts receivables | $ 157,000 | $ 157,000 | $ 128,000 | $ 55,000 |
INVENTORIES (Details Narrative)
INVENTORIES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Inventory Disclosure [Abstract] | ||||||
Inventory write down | $ 741,000 | $ 428,000 | $ 1,484,648 | $ 951,373 | $ 2,471,653 | $ 1,499,938 |
SCHEDULE OF PURCHASE PRICE ALLO
SCHEDULE OF PURCHASE PRICE ALLOCATION (Details) - USD ($) | 12 Months Ended | |||||
Oct. 01, 2023 | Oct. 14, 2022 | Feb. 09, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 750,000 | $ 10,291,674 | ||||
Goodwill | $ 5,747,000 | $ 916,000 | ||||
Ellwood Thompson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 750,000 | |||||
Promissory note | 718,000 | |||||
Total Purchase Consideration | 1,468,000 | |||||
Inventory | 851,000 | |||||
Total intangible assets | 291,000 | |||||
Right of use asset - operating lease | 1,325,000 | |||||
Other liabilities | (31,000) | |||||
Operating lease liability | (1,325,000) | |||||
Goodwill | 357,000 | |||||
Net assets acquired | 1,468,000 | |||||
Ellwood Thompson [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | $ 291,000 | |||||
Mother Earth's Storehouse, Inc. [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 5,150,000 | |||||
Inventory | 805,000 | |||||
Total intangible assets | 1,609,000 | |||||
Right of use asset - operating lease | 1,797,000 | |||||
Other liabilities | (283,000) | |||||
Operating lease liability | (1,797,000) | |||||
Goodwill | 1,741,000 | |||||
Net assets acquired | 5,150,000 | |||||
Property, plant, and equipment | 1,278,000 | |||||
Mother Earth's Storehouse, Inc. [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | 513,000 | |||||
Mother Earth's Storehouse, Inc. [Member] | Customer Relationship [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | 683,000 | |||||
Mother Earth's Storehouse, Inc. [Member] | Non-Compete [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | $ 413,000 | |||||
Greens Natural Foods [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration paid | $ 5,142,000 | |||||
Promissory note | 3,000,000 | |||||
Total Purchase Consideration | 9,250,000 | |||||
Inventory | 1,642,000 | |||||
Total intangible assets | 3,251,000 | |||||
Right of use asset - operating lease | 6,427,000 | |||||
Other liabilities | (211,000) | |||||
Operating lease liability | (6,427,000) | |||||
Goodwill | 3,090,000 | |||||
Property, plant, and equipment | 1,478,000 | |||||
Net assets acquired | 9,250,000 | |||||
Greens Natural Foods [Member] | Trade Names [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | 1,133,000 | |||||
Greens Natural Foods [Member] | Customer Relationships [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | 1,103,000 | |||||
Greens Natural Foods [Member] | Noncompete Agreements [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total intangible assets | 1,015,000 | |||||
Sellers [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Total Purchase Consideration | $ 1,108,000 |
SCHEDULE OF PURCHASE PRICE AL_2
SCHEDULE OF PURCHASE PRICE ALLOCATION (Parenthetical) (Details) | Oct. 01, 2023 | Oct. 14, 2022 | Feb. 09, 2022 |
Ellwood Thompson [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 8 years | ||
Mother Earth's Storehouse, Inc. [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 8 years | ||
Mother Earth's Storehouse, Inc. [Member] | Customer Relationship [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 6 years | ||
Mother Earth's Storehouse, Inc. [Member] | Non-Compete [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 5 years | ||
Greens Natural Foods [Member] | Trade Names [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 8 years | ||
Greens Natural Foods [Member] | Customer Relationships [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 6 years | ||
Greens Natural Foods [Member] | Noncompete Agreements [Member] | |||
Business Acquisition [Line Items] | |||
Useful lives (years) | 5 years |
SCHEDULE OF UNAUDITED PROFORMA
SCHEDULE OF UNAUDITED PROFORMA INFORMATION (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||
Adjusted EBITDA | $ (595,707) | $ (470,131) | $ (1,297,170) | $ (1,521,279) | $ (9,932,620) | $ (3,322,695) |
Ellwood Thompson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sales | 17,133,109 | 33,725,111 | ||||
Net loss | $ (473,448) | $ (1,481,877) | ||||
Mother Earth Storehouse And Greens Natural Foods And Ellwood Thompson [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Sales | 65,262,166 | 68,529,035 | ||||
Net loss | (10,119,851) | (276,797) | ||||
Adjusted EBITDA | $ (3,115,188) | $ (482,477) |
ACQUISITION (Details Narrative)
ACQUISITION (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Oct. 01, 2023 | Oct. 14, 2022 | Feb. 09, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 750,000 | $ 10,291,674 | |||||||
Revenue | $ 15,594,575 | $ 13,574,896 | $ 31,488,933 | $ 27,134,602 | 55,689,793 | 29,009,640 | |||
Net income (loss) | $ (595,707) | $ (470,131) | $ (1,297,170) | $ (1,521,279) | (9,932,620) | (3,322,695) | |||
Ellwood Thompson [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 750,000 | ||||||||
Amortization period for goodwill for tax purposes (years) | 15 years | ||||||||
Inventory | $ 851,000 | ||||||||
Revenue | (3,100,000) | ||||||||
Net income (loss) | (300,000) | ||||||||
Promissory note | 718,000 | ||||||||
Contingent consideration | 1,468,000 | ||||||||
Ellwood Thompson [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aquisition related cost | 131,000 | ||||||||
Mother Earth's Storehouse, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 5,150,000 | ||||||||
Amortization period for goodwill for tax purposes (years) | 15 years | ||||||||
Inventory | $ 805,000 | ||||||||
Revenue | 11,900,000 | ||||||||
Net income (loss) | 300,000 | ||||||||
Mother Earth's Storehouse, Inc. [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aquisition related cost | 157,000 | ||||||||
Greens Natural Foods [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | $ 5,142,000 | ||||||||
Amortization period for goodwill for tax purposes (years) | 15 years | ||||||||
Inventory | $ 1,642,000 | ||||||||
Revenue | 6,300,000 | ||||||||
Net income (loss) | 50,000 | ||||||||
Promissory note | 3,000,000 | ||||||||
Contingent consideration | 9,250,000 | ||||||||
Greens Natural Foods [Member] | Acquisition-related Costs [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aquisition related cost | 131,000 | 1,063,000 | |||||||
Greens Natural Foods [Member] | Selling, General and Administrative Expenses [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Aquisition related cost | $ 906,000 | ||||||||
Asset Purchase Agreement [Member] | Ellwood Thompson [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | 750,000 | ||||||||
Purchase of promissory note | 750,000 | ||||||||
Fair value | $ 718,000 | ||||||||
Interest expense | $ 32,000 | ||||||||
Asset Purchase Agreement [Member] | Mother Earth's Storehouse, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | 4,472,500 | ||||||||
Inventory | $ 677,500 | ||||||||
Asset Purchase Agreement [Member] | Greens Natural Foods [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cash purchase price | 5,142,000 | ||||||||
Promissory note | 3,000,000 | ||||||||
Asset Purchase Agreement [Member] | Greens Natural Foods [Member] | Fair Value, Inputs, Level 3 [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent consideration | $ 1,108,000 | ||||||||
Contingent consideration discount rate | 3.80% |
ASSETS HELD FOR SALE (Details N
ASSETS HELD FOR SALE (Details Narrative) - USD ($) | Jul. 24, 2024 | Jun. 30, 2024 | Feb. 07, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | |||||
Property plant and equipment | $ 3,682,345 | $ 4,140,367 | $ 3,961,275 | ||
Subsequent Event [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from sale of building | $ 695,000 | ||||
Building [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property plant and equipment | $ 544,000 | $ 575,000 | $ 575,000 | ||
Building [Member] | Subsequent Event [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Proceeds from sale of building | 695,000 | ||||
Fair market value | 749,000 | ||||
Legal fee | $ 54,000 |
SCHEDULE OF PROPERTY, PLANT AND
SCHEDULE OF PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) | Jun. 30, 2024 | Feb. 07, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Property, Plant and Equipment [Line Items] | |||||
Total | $ 3,682,345 | $ 4,140,367 | $ 3,961,275 | ||
Accumulated depreciation | (1,697,406) | (1,463,728) | (925,428) | ||
Property, plant and equipment, net | $ 1,984,939 | $ 2,676,639 | 3,035,847 | ||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 2 years | 2 years | |||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years | 7 years | |||
Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 6,045,259 | ||||
Accumulated depreciation | (4,033,117) | ||||
Property, plant and equipment, net | 2,012,142 | ||||
Displays [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 312,146 | $ 312,146 | 312,146 | ||
Building [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 544,000 | 575,000 | 575,000 | ||
Furniture and Fixtures [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 511,832 | 505,436 | 469,338 | ||
Furniture and Fixtures [Member] | Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 1,732,154 | ||||
Property, plant and equipment, useful life | 7 years | ||||
Leasehold Improvements [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 1,959,553 | 1,925,385 | 1,910,719 | ||
Leasehold Improvements [Member] | Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 1,988,570 | ||||
Property, plant and equipment, useful life | 15 years | ||||
Computer Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | 188,131 | 141,682 | 114,525 | ||
Other Machinery and Equipment [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 710,683 | $ 680,718 | $ 579,547 | ||
Vehicles [Member] | Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 46,256 | ||||
Vehicles [Member] | Greens Natural Foods, Inc. [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 5 years | ||||
Vehicles [Member] | Greens Natural Foods, Inc. [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years | ||||
Office Equipment [Member] | Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 50,708 | ||||
Office Equipment [Member] | Greens Natural Foods, Inc. [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years | ||||
Machinery and Equipment [Member] | Greens Natural Foods, Inc. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Total | $ 2,227,571 | ||||
Machinery and Equipment [Member] | Greens Natural Foods, Inc. [Member] | Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 5 years | ||||
Machinery and Equipment [Member] | Greens Natural Foods, Inc. [Member] | Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Property, plant and equipment, useful life | 7 years |
PROPERTY, PLANT, AND EQUIPMEN_2
PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Property, Plant and Equipment [Member] | ||||||
Impairment Effects on Earnings Per Share [Line Items] | ||||||
Depreciation expense | $ 131,000 | $ 138,000 | $ 265,000 | $ 276,000 | $ 539,000 | $ 280,000 |
SCHEDULE OF INTANGIBLE ASSETS,
SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 7,131,000 | $ 7,131,000 | $ 6,840,000 |
Accumulated Amortization | (3,412,615) | (2,952,481) | (2,059,496) |
Net Carrying Amount | $ 3,718,385 | $ 4,178,519 | 4,780,504 |
Minimum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 4 years | 4 years | |
Maximum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 10 years | 10 years | |
Trade Names [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,860,000 | $ 2,860,000 | 2,569,000 |
Accumulated Amortization | (1,203,943) | (1,035,443) | (725,724) |
Net Carrying Amount | $ 1,656,057 | $ 1,824,557 | $ 1,843,276 |
Trade Names [Member] | Minimum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 8 years | 8 years | 8 years |
Trade Names [Member] | Maximum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 10 years | 10 years | 10 years |
Customer Relationship [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 2,669,000 | $ 2,669,000 | $ 2,669,000 |
Accumulated Amortization | (1,479,806) | (1,330,972) | (1,033,306) |
Net Carrying Amount | $ 1,189,194 | $ 1,338,028 | $ 1,635,694 |
Customer Relationship [Member] | Minimum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 4 years | 4 years | 4 years |
Customer Relationship [Member] | Maximum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 6 years | 6 years | 6 years |
Non-Compete [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount | $ 1,602,000 | $ 1,602,000 | $ 1,602,000 |
Accumulated Amortization | (728,866) | (586,066) | (300,466) |
Net Carrying Amount | $ 873,134 | $ 1,015,934 | $ 1,301,534 |
Non-Compete [Member] | Minimum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 4 years | 4 years | 4 years |
Non-Compete [Member] | Maximum [Member] | |||
Indefinite-Lived Intangible Assets [Line Items] | |||
Useful lives (years) | 5 years | 5 years | 5 years |
SCHEDULE OF FUTURE ANNUAL ESTIM
SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2024 | $ 460,133 | $ 920,266 |
2025 | 914,766 | 914,766 |
2026 | 837,730 | 837,730 |
2027 | 698,925 | 698,925 |
2028 | 389,486 | 389,486 |
Thereafter | 417,345 | 417,346 |
Total | $ 3,718,385 | $ 4,178,519 |
INTANGIBLE ASSETS, NET (Details
INTANGIBLE ASSETS, NET (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||
Amortization of intangible assets | $ 230,000 | $ 221,000 | $ 460,000 | $ 442,000 | $ 893,000 | $ 723,000 |
SCHEDULE OF ACCOUNTS PAYABLE AN
SCHEDULE OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | |||
Trade creditors | $ 3,769,924 | $ 4,406,299 | $ 3,118,757 |
Accrued expenses | 580,520 | 514,112 | 370,787 |
Total | $ 4,350,444 | $ 4,920,411 | $ 3,489,544 |
SCHEDULE OF CONTRACT LIABILITIE
SCHEDULE OF CONTRACT LIABILITIES ACTIVITY (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Revenue from Contract with Customer [Abstract] | |||
Beginning balance as January 1, | $ 207,513 | $ 198,606 | $ 18,514 |
Issued | 698,242 | 891,060 | 859,383 |
Redeemed | (719,204) | (812,694) | (623,348) |
Breakage recognized | (63,176) | (69,459) | (55,943) |
Ending balance | $ 123,375 | $ 207,513 | $ 198,606 |
SCHEDULE OF DEBT (Details)
SCHEDULE OF DEBT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 |
Short-Term Debt [Line Items] | |||
Promissory note | $ 4,649,303 | $ 3,106,508 | |
Total debt | 4,531,707 | 3,106,508 | $ 2,914,603 |
Current portion of long-term debt | (2,495,340) | (702,701) | (536,542) |
Long-term debt | 2,036,367 | 2,403,807 | 2,378,061 |
Promissory Notes [Member] | |||
Short-Term Debt [Line Items] | |||
Promissory note | 4,649,303 | 3,106,508 | 2,913,788 |
Debt Discount [Member] | |||
Short-Term Debt [Line Items] | |||
Debt discount | $ (117,596) | ||
Other Debt [Member] | |||
Short-Term Debt [Line Items] | |||
Other debt | $ 815 |
SCHEDULE OF DEBT REPAYMENT (Det
SCHEDULE OF DEBT REPAYMENT (Details) (Parenthetical) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Debt Disclosure [Abstract] | ||
Debt instrument repayment term | 5 years | 5 years |
SCHEDULE OF DEBT REPAYMENT (D_2
SCHEDULE OF DEBT REPAYMENT (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Disclosure [Abstract] | ||
2024 | $ 356,607 | $ 702,701 |
2025 | 2,634,931 | 746,042 |
2026 | 792,056 | 792,056 |
2027 | 724,333 | 724,333 |
2028 | 141,376 | 141,376 |
Total | $ 4,649,303 | $ 3,106,508 |
DEBT (Details Narrative)
DEBT (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Jan. 18, 2024 | Oct. 01, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Apr. 08, 2024 | Mar. 31, 2024 | Oct. 14, 2022 | Sep. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||||||||||||
Interest rate | 12% | ||||||||||||
Original issue discount | $ 71,293 | ||||||||||||
Greens Natural Foods, Inc. [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Note payable | $ 88,574 | ||||||||||||
Common Class A [Member] | Bridge Warrants [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Exercisable price per share | $ 0.01 | ||||||||||||
Exercisable share | 188,889 | ||||||||||||
Securities Purchase Agreement [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loan amount | $ 1,889,000 | $ 1,889,000 | |||||||||||
Unsecured promissory notes | $ 1,889,000 | ||||||||||||
Debt instrument description | The aggregate gross proceeds received from the investors in connection with the SPA was $1,700,000. The Notes were issued at a 10% original issue discount (“OID”) and accrue interest at a rate of 10% per annum beginning 60 days after issuance of the Notes. | ||||||||||||
Fair value | $ 1,887,001 | ||||||||||||
Debt issuance cost | 23,500 | ||||||||||||
Original issue discount | 189,000 | ||||||||||||
Interest expense | 57,000 | 144,000 | |||||||||||
Accrued interest | 49,000 | 49,000 | |||||||||||
Debt discount | 118,000 | 118,000 | |||||||||||
Securities Purchase Agreement [Member] | IPO [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Issuance of common stock | 1,889,000 | ||||||||||||
Securities Purchase Agreement [Member] | IPO [Member] | Investor [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Gross proceeds | $ 1,700,000 | ||||||||||||
Promissory Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loan amount | $ 3,000,000 | ||||||||||||
Interest rate | 6% | ||||||||||||
Outstanding Debt | 2,098,000 | $ 2,378,000 | $ 2,914,000 | ||||||||||
Debt interest | 33,000 | $ 41,000 | 68,000 | 84,000 | 160,000 | 30,000 | |||||||
Secured Promissory Notes [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loan amount | $ 750,000 | ||||||||||||
Interest rate | 6% | ||||||||||||
Outstanding Debt | 662,000 | $ 728,000 | |||||||||||
Debt interest | $ 10,000 | $ 0 | $ 21,000 | $ 0 | $ 39,000 | ||||||||
Debt fair value | $ 718,000 | ||||||||||||
Debt instrument description | The difference of $32,000 between the carrying amount of $750,000 and fair value of $718,000 was expensed as non-cash interest expense. | ||||||||||||
Paycheck Protection Program [Member] | Greens Natural Foods, Inc. [Member] | |||||||||||||
Short-Term Debt [Line Items] | |||||||||||||
Loan amount | $ 817,927 |
SCHEDULE OF MATURITY OF LEASE L
SCHEDULE OF MATURITY OF LEASE LIABILITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2022 |
2022 (remaining three months) | $ 1,554,117 | $ 3,116,834 | |
2023 | 2,854,958 | 2,859,278 | |
2024 | 2,520,001 | 2,520,001 | |
2025 | 1,535,080 | 1,535,080 | |
2026 | 834,710 | 834,710 | |
Thereafter | 1,363,363 | 1,363,363 | |
Total undiscounted operating lease payments | 10,662,229 | 12,229,266 | |
Less: Imputed interest | (817,366) | (1,019,260) | |
Present value of operating lease liabilities | 9,844,863 | 11,210,006 | |
Total undiscounted operating lease payments | 10,662,229 | 12,229,266 | |
Present value of operating lease liabilities | $ 9,844,863 | $ 11,210,006 | |
Greens Natural Foods, Inc. [Member] | |||
2022 (remaining three months) | $ 432,127 | ||
2023 | 1,774,056 | ||
2024 | 1,232,391 | ||
2025 | 982,606 | ||
2026 | 859,607 | ||
Thereafter | 1,296,758 | ||
Total undiscounted operating lease payments | 6,577,545 | ||
Less: Imputed interest | (541,441) | ||
Present value of operating lease liabilities | 6,036,104 | ||
Total undiscounted operating lease payments | 6,577,545 | ||
Present value of operating lease liabilities | $ 6,036,104 |
SCHEDULE OF COMPANY_S OPERATING
SCHEDULE OF COMPANY’S OPERATING LEASE (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Right of use asset | $ 9,974,601 | $ 11,412,562 | $ 10,604,935 | |
Operating lease liability, current | 2,665,438 | 2,748,824 | 2,228,852 | |
Operating lease liability, net of current | $ 7,179,425 | $ 8,461,182 | $ 8,041,504 | |
Greens Natural Foods, Inc. [Member] | ||||
Right of use asset | $ 6,036,104 | |||
Operating lease liability, current | 1,661,788 | |||
Operating lease liability, net of current | $ 4,374,315 |
SCHEDULE OF OPERATING LEASE TER
SCHEDULE OF OPERATING LEASE TERM (Details) | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | Sep. 30, 2022 |
Weighted-average remaining lease term for operating leases | 5 years | 5 years | 6 years | |
Weighted-average discount rate for operating leases | 3.97% | 3.98% | 3.83% | |
Greens Natural Foods, Inc. [Member] | ||||
Weighted-average remaining lease term for operating leases | 5 years | |||
Weighted-average discount rate for operating leases | 1.30% |
SCHEDULE OF COMPONENTS OF LEASE
SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Operating lease cost | $ 643,036 | $ 460,626 | $ 1,280,138 | $ 917,291 | $ 2,263,413 | $ 759,207 | ||
Variable lease cost | 218,165 | 224,262 | 425,711 | 444,856 | 865,095 | 355,924 | ||
Short-term lease cost | 79,291 | 158,433 | 157,823 | 315,374 | 306,790 | 284,013 | ||
Total rent expense | $ 940,492 | $ 843,321 | $ 1,863,672 | $ 1,677,521 | $ 3,435,298 | $ 1,399,144 | ||
Greens Natural Foods, Inc. [Member] | ||||||||
Operating lease cost | $ 322,629 | $ 964,753 | ||||||
Variable lease cost | 77,633 | 267,301 | ||||||
Short-term lease cost | 89,455 | 267,496 | ||||||
Total rent expense | $ 489,717 | $ 1,499,550 |
LEASES (Details Narrative)
LEASES (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Jun. 30, 2024 | Sep. 30, 2023 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Amortization of right-of-use assets | $ 722,000 | $ 368,000 | $ 1,437,961 | $ 1,062,638 | $ 2,570,202 | $ 1,043,220 | |||
Rent expense | $ 940,000 | $ 843,000 | 1,864,000 | 1,668,000 | 3,400,000 | 1,400,000 | |||
Cash payments | $ 1,365,000 | $ 1,002,000 | $ 2,438,000 | $ 953,000 | |||||
Greens Natural Foods, Inc. [Member] | |||||||||
Rent expense | $ 1,500,000 | $ 500,000 | |||||||
Cash payments | $ 1,100,000 | ||||||||
Maximum [Member] | |||||||||
Lease term | 20 years | 20 years | 20 years |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Jun. 30, 2024 | Jun. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||||||
Allocation amount | $ 600,000 | $ 700,000 | $ 1,300,000 | $ 1,400,000 | $ 2,500,000 | $ 3,400,000 | ||
Net operating expense | 6,378,014 | $ 5,940,339 | 13,034,137 | 11,845,994 | 30,872,293 | 14,251,075 | ||
Due from affiliates | $ 5,800,000 | 5,800,000 | 3,800,000 | 2,300,000 | ||||
Greens Natural Foods, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net operating expense | $ 3,034,727 | $ 9,419,009 | ||||||
Healthier Choices Management Corp [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Net operating expense | $ 1,300,000 | 1,400,000 | 2,500,000 | 2,800,000 | ||||
Due from affiliates | $ 100,000 | 100,000 | 11,000,000 | |||||
Funds from parent company | 3,400,000 | $ 13,800,000 | ||||||
Ellwood Thompson Acquisition [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Due from affiliates | $ 800,000 | |||||||
Related Party [Member] | Greens Natural Foods, Inc. [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Consulting fees | $ 45,000 | $ 179,000 |
SCHEDULE OF ASSET ACQUISITION C
SCHEDULE OF ASSET ACQUISITION CONTINGENT CONSIDERATION (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Dec. 31, 2023 | |
Platform Operator, Crypto Asset [Line Items] | ||
Beginning balance | $ 774,900 | |
Ending Balance | $ 774,900 | |
Fair Value, Inputs, Level 3 [Member] | Greens Natural Foods [Member] | ||
Platform Operator, Crypto Asset [Line Items] | ||
Beginning balance | 1,108,000 | 774,900 |
Remeasurement | (333,100) | (774,900) |
Ending Balance | $ 774,900 |
SUBSEQUENT EVENTS (Details Narr
SUBSEQUENT EVENTS (Details Narrative) - USD ($) | 6 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||
Jul. 24, 2024 | Jul. 18, 2024 | Jan. 18, 2024 | Oct. 14, 2022 | Jun. 30, 2024 | Sep. 30, 2022 | Dec. 31, 2023 | Dec. 31, 2022 | Aug. 17, 2024 | May 16, 2024 | Apr. 08, 2024 | Mar. 31, 2024 | |
Subsequent Event [Line Items] | ||||||||||||
Purchase amount | $ 750,000 | $ 10,291,674 | ||||||||||
Original issue discount | 12% | |||||||||||
Debt term | 5 years | 5 years | ||||||||||
Line of credit | $ 5,000,000 | |||||||||||
Long term line of credit | $ 5,000,000 | |||||||||||
Greens Natural Foods, Inc. [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Number of shares issued | 2,000 | |||||||||||
Promissory Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 3,000,000 | |||||||||||
Original issue discount | 6% | |||||||||||
Securities Purchase Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 1,889,000 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from sale of building | $ 695,000 | |||||||||||
Line of credit | $ 5,000,000 | |||||||||||
Long term line of credit | $ 5,000,000 | |||||||||||
Subsequent Event [Member] | IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Share price | $ 10 | |||||||||||
Subsequent Event [Member] | Common Class A [Member] | Bridge Warrant Shares [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Warrant purchase | 1,888,889 | |||||||||||
Subsequent Event [Member] | Common Class A [Member] | IPO [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Aggregate subscription price | $ 1,700,000 | |||||||||||
Number of shares issued | 188,889 | |||||||||||
Subsequent Event [Member] | First Anniversary [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from long term debt | $ 1,125,000 | |||||||||||
Subsequent Event [Member] | Second Anniversary [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Proceeds from long term debt | 1,875,000 | |||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Healthy Choice Markets VILLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Purchase amount | 7,300,000 | |||||||||||
Subsequent Event [Member] | Purchase Agreement [Member] | Healthy Choice Markets VILLC [Member] | Promissory Notes [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Purchase amount | 1,825,000 | |||||||||||
Subsequent Event [Member] | Loan And Security Agreement [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 7,500,000 | |||||||||||
Original issue discount | 12% | |||||||||||
Subsequent Event [Member] | Loan And Security Agreement [Member] | Healthy Choice Markets VILLC [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Face amount | $ 7,500,000 | |||||||||||
Original issue discount | 12% | |||||||||||
Debt term | 3 years | |||||||||||
Acquisition percentage | 10% | |||||||||||
Subsequent Event [Member] | Securities Purchase Agreement [Member] | Unsecured Promissory Note [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Original issue discount | 10% | |||||||||||
Aggregate subscription price | $ 1,900,000 | |||||||||||
Accrued interest rate | 10% | |||||||||||
Subsequent Event [Member] | Asset Purchase Agreement [Member] | Greens Natural Foods, Inc. [Member] | ||||||||||||
Subsequent Event [Line Items] | ||||||||||||
Asset acquisition consideration transferred | $ 5,142,000 | |||||||||||
Asset acquisition consideration transferred liability | $ 3,000,000 |
SCHEDULE OF GOODWILL (Details)
SCHEDULE OF GOODWILL (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Balance | $ 5,747,000 | $ 916,000 |
Acquisitions | 357,000 | 4,831,000 |
Impairment | 6,104,000 | |
Balance | $ 5,747,000 |
GOODWILL (Details Narrative)
GOODWILL (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill impairment charge | $ 6,104,000 | |
goodwill impairement | $ 6,100,000 |
SCHEDULE OF PROVISION FOR INCOM
SCHEDULE OF PROVISION FOR INCOME TAX (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||||||
Provision/(benefit) at statutory rate | $ (2,085,850) | $ (697,766) | ||||
State tax provision/(benefit) net of federal benefit | (557,568) | (165,565) | ||||
Change in valuation allowance | 2,496,515 | 929,294 | ||||
True-Up & Deferred Adjustment | (73,814) | |||||
Change in tax rate | 11,273 | (19,027) | ||||
Other | 209,444 | (46,936) | ||||
Income tax provision/(benefit) |
SCHEDULE OF DEFERRED TAX ASSETS
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($) | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets (liabilities): | ||
NOL & AMT credit carryforward | $ 2,449,401 | $ 1,586,187 |
Charitable contribution | 3,586 | |
Fixed assets | (21,083) | (15,414) |
Intangible assets | 1,995,960 | 434,547 |
UNICAP 263a Adjustment | 53,284 | |
ASC 842 - Lease Accounting | 65,172 | 44,485 |
Total net deferred tax assets | 4,546,320 | 2,049,805 |
Valuation allowance | (4,546,320) | (2,049,805) |
Net deferred tax assets |
INCOME TAX (Details Narrative)
INCOME TAX (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Income tax rate | 21% | |
Valuation allowance | $ 929,000 | |
Net operating loss carryforwards, federal | $ 10,300,000 | |
Net operating loss carryforwards, state | $ 10,500,000 | |
Deferred tax assets credit carryforward taxable income taxable percentage | 80% | |
Minimum tax | 15% | |
Excise tax | 1% | |
Maximum [Member] | ||
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | ||
Valuation allowance | $ 2,497,000 |
CONCENTRATION OF CREDIT AND M_2
CONCENTRATION OF CREDIT AND MARKET RISK (Details Narrative) - USD ($) | 9 Months Ended | |||
Sep. 30, 2022 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Concentration Risk [Line Items] | ||||
Cash FDIC insured amount | $ 161,644 | $ 949,677 | ||
Greens Natural Foods, Inc. [Member] | ||||
Concentration Risk [Line Items] | ||||
Cash FDIC insured amount | $ 250,000 | |||
Greens Natural Foods, Inc. [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | Vendor One [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 41% | |||
Greens Natural Foods, Inc. [Member] | Purchases [Member] | Supplier Concentration Risk [Member] | Vendor Two [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 54% | |||
Greens Natural Foods, Inc. [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor Alberts Organics [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 9% | |||
Greens Natural Foods, Inc. [Member] | Accounts Payable [Member] | Supplier Concentration Risk [Member] | Vendor [Member] | ||||
Concentration Risk [Line Items] | ||||
Concentration risk, percentage | 25% |
SCHEDULE OF DEBT MATURITIES (De
SCHEDULE OF DEBT MATURITIES (Details) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 30, 2022 |
2022 (3 remaining months) | $ 356,607 | $ 702,701 | |
2023 | 2,634,931 | 746,042 | |
2024 | 792,056 | 792,056 | |
2025 | 724,333 | 724,333 | |
Total debt | $ 4,649,303 | $ 3,106,508 | |
Greens Natural Foods, Inc. [Member] | |||
2022 (3 remaining months) | $ 6,983 | ||
2023 | 28,638 | ||
2024 | 29,805 | ||
2025 | 23,148 | ||
Total debt | $ 88,574 |
STOCK_UNITS (Details Narrative)
STOCK/UNITS (Details Narrative) - Greens Natural Foods, Inc. [Member] | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Number of stock issued | 2,000 |
Common stock, par value | $ / shares | $ 0.001 |
Common stock, shares issued | 0 |
Common stock, shares outstanding | 0 |
Common Stock [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Common stock, shares authorized | 2,200 |