Healthier Choices Management (HCMC) 10-K 30 Mar 23 2022 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2022	Mar. 30, 2023	Jun. 30, 2022
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Period End Date	Dec. 31, 2022
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	FY
Document Transition Report	false
Entity Registrant Name	HEALTHIER CHOICES MANAGEMENT CORP.
Entity Central Index Key	0000844856
Entity Incorporation, State or Country Code	DE
Entity File Number	001-36469
Entity Tax Identification Number	84-1070932
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
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HCMC
Security Exchange Name	NONE
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
ICFR Auditor Attestation Flag	true
Entity Shell Company	false
Entity Public Float			$ 67.9
Entity Common Stock, Shares Outstanding		346,341,632,384
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	New York, NY

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2022	Dec. 31, 2021
CURRENT ASSETS
Cash	$ 22,911,892	$ 26,496,404
Accounts receivable	55,815	28,481
Notes Receivable	189,225	247,915
Inventories	3,817,192	1,521,199
Prepaid expenses and vendor deposits	322,182	456,397
Investment	9,771	23,143
Other current assets	1,224,171	0
Restricted cash	1,778,232	0
TOTAL CURRENT ASSETS	30,308,480	28,773,539
Property, plant, and equipment, net of accumulated depreciation	3,112,908	176,988
Intangible assets, net of accumulated amortization	5,005,511	947,593
Goodwill	5,747,000	916,000
Right of use asset - operating lease, net	10,604,935	3,543,930
Other assets	476,196	85,437
TOTAL ASSETS	55,255,030	34,443,487
CURRENT LIABILITIES
Accounts payable and accrued expenses	5,715,234	1,642,848
Contingent consideration	774,900	0
Contract liabilities	198,606	23,178
Operating lease liability, current	2,228,852	437,328
Line of credit	453,232	418,036
Current portion of loan payment	536,542	2,604
TOTAL CURRENT LIABILITIES	9,907,366	2,523,994
Loan payable, net of current portion	2,378,061	815
Operating lease liability, net of current	8,041,504	2,685,021
TOTAL LIABILITIES	20,326,931	5,209,830
COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)
CONVERTIBLE PREFERRED STOCK
Series E convertible preferred stock, $1,000 par value per share, 14,722 and 0 shares authorized, issued and outstanding as of December 31, 2022 and December 31, 2021; aggregate liquidation preference of $14.7 million	14,722,075	0
STOCKHOLDERS' EQUITY
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of December 31, 2022 and 2021, respectively; aggregate liquidation preference of $0.8 million	800,000	800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 339,741,632,384 issued and outstanding as of December 31, 2022 and 2021, respectively	33,974,163	33,974,163
Additional paid-in capital	29,045,802	30,855,824
Accumulated deficit	(43,613,941)	(36,396,330)
TOTAL STOCKHOLDERS' EQUITY	20,206,024	29,233,657
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY	$ 55,255,030	$ 34,443,487

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Dec. 31, 2022	Dec. 31, 2021
CONVERTIBLE PREFERRED STOCK
Series E convertible preferred stock, par value (in dollars per share)	$ 1,000
Series E convertible preferred stock, authorized (in shares)	14,722	0
Series E convertible preferred stock, issued (in shares)	14,722	0
Series E convertible preferred stock, outstanding (in shares)	14,722	0
Series E convertible preferred stock, aggregate liquidation preference	$ 14.7
STOCKHOLDERS' EQUITY
Preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Preferred stock, shares authorized (in shares)	5,000	5,000
Preferred stock, shares issued (in shares)	800	800
Preferred stock, shares outstanding (in shares)	800	800
Preferred stock, aggregate liquidation preference	$ 0.8	$ 0.8
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	750,000,000,000	750,000,000,000
Common stock, shares issued (in shares)	339,741,632,384	339,741,632,384
Common stock, shares outstanding (in shares)	339,741,632,384	339,741,632,384

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
SALES:
SALES, NET	$ 29,267,003	$ 13,319,854
GROSS PROFIT	10,224,218	5,292,554
OPERATING EXPENSES	18,877,302	10,033,048
LOSS FROM OPERATIONS	(8,653,084)	(4,740,494)
OTHER INCOME (EXPENSE):
Gain on debt settlements	0	767,930
Other income (expense), net	1,246,192	(26)
Interest income (expense), net	202,653	(65,281)
(Loss) gain on investment	(13,372)	412
Total other income (expense), net	1,435,473	703,035
NET LOSS	$ (7,217,611)	$ (4,037,459)
NET LOSS PER SHARE, BASIC (in dollars per share)	$ 0	$ 0
NET LOSS PER SHARE, DILUTED (in dollars per share)	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, BASIC (in shares)	339,741,632,384	307,912,959,368
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING, DILUTED (in shares)	339,741,632,384	307,912,959,368
Vapor [Member]
SALES:
SALES, NET	$ 257,363	$ 2,084,813
Cost of sales	112,880	839,599
Grocery [Member]
SALES:
SALES, NET	29,009,640	11,235,041
Cost of sales	$ 18,929,905	$ 7,187,701

CONSOLIDATED STATEMENTS OF CHAN

CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock [Member]	Preferred Stock [Member] Officers [Member]	Preferred Stock [Member] Board Member [Member]	Preferred Stock [Member] Convertible Preferred Stock [Member]	Preferred Stock [Member] Series C Convertible Preferred Stock [Member]	Preferred Stock [Member] Series D Convertible Preferred Stock [Member]	Common Stock [Member]	Common Stock [Member] Officers [Member]	Common Stock [Member] Board Member [Member]	Common Stock [Member] Series C Convertible Preferred Stock [Member]	Common Stock [Member] Series D Convertible Preferred Stock [Member]	Additional Paid-In Capital [Member]	Additional Paid-In Capital [Member] Officers [Member]	Additional Paid-In Capital [Member] Board Member [Member]	Additional Paid-In Capital [Member] Series C Convertible Preferred Stock [Member]	Additional Paid-In Capital [Member] Series D Convertible Preferred Stock [Member]	Additional Paid-In Capital [Member] Series E Convertible Preferred Stock [Member]	Accumulated Deficit [Member]	Accumulated Deficit [Member] Officers [Member]	Accumulated Deficit [Member] Board Member [Member]	Accumulated Deficit [Member] Series C Convertible Preferred Stock [Member]	Accumulated Deficit [Member] Series D Convertible Preferred Stock [Member]	Accumulated Deficit [Member] Series E Convertible Preferred Stock [Member]	Total	Officers [Member]	Board Member [Member]	Series C Convertible Preferred Stock [Member]	Series D Convertible Preferred Stock [Member]	Series E Convertible Preferred Stock [Member]
Balance at Dec. 31, 2021																								$ 0
Balance (in shares) at Dec. 31, 2021																								0
Balance at Dec. 31, 2020				$ 16,277,116			$ 14,384,084					$ 3,955,039						$ (32,358,871)						$ 2,257,368
Balance (in shares) at Dec. 31, 2020				16,277			143,840,848,017
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of common stock	$ 0						$ 118,283					1,289,273						0						1,407,556
Issuance of common stock in connection with cashless exercise of Series A warrants (in shares)	0						1,182,831,056
Stock options exercised	$ 0						$ 227,500					0						0						227,500
Stock options exercised (in shares)	0						2,275,000,000
Convertible Preferred Stock exercised					$ (16,277,116)	$ (4,200,000)				$ 16,277,116	$ 656,250				$ 0	$ 3,543,750					$ 0	$ 0					$ 0	$ 0
Convertible Preferred Stock exercised (in shares)					(16,277)	(4,200)				162,771,153,001	6,562,500,000																	4,200
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement						$ 5,000,000					$ 0					$ 0						$ 0						$ 5,000,000
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement (in shares)						5,000					0																162,800,000,000	6,600,000,000
Issuance of common stock in connection with the Rights Offering, net of offering expenses	$ 0						$ 2,704,680					21,639,637						0						24,344,317
Issuance of common stock in connection with the Rights Offering, net of offering expenses (in shares)	0						27,046,800,310
Issuance of awarded stock for officers and board member		$ 0	$ 0					$ 220,000	$ 5,000				$ (220,000)	$ (5,000)					$ 0	$ 0					$ 0	$ 0
Issuance of awarded stock for officers and board member (in shares)		0	0					2,200,000,000	50,000,000
Cancellation of awarded stock		$ 0	$ 0					$ (605,000)	$ (13,750)										$ 0	$ 0					$ 0	$ 0
Cancellation of awarded stock													$ 605,000	$ 13,750
Cancellation of awarded stock (in shares)		0	0					(6,050,000,000)	(137,500,000)
Stock-based compensation expense	$ 0						$ 0					34,375						0						34,375
Net loss	0						0					0						(4,037,459)						(4,037,459)
Balance at Dec. 31, 2021				$ 800,000			$ 33,974,163					30,855,824						(36,396,330)						29,233,657
Balance (in shares) at Dec. 31, 2021				800			339,741,632,384
Increase (Decrease) in Convertible Preferred Stock [Roll Forward]
Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs																													$ 14,722,075
Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs (in shares)																													14,722
Balance at Dec. 31, 2022																								$ 14,722,075
Balance (in shares) at Dec. 31, 2022																								14,722
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement																	$ (1,882,244)						$ 0						$ (1,882,244)
Issuance of Convertible Preferred stock in connection with the Securities Purchase Agreement (in shares)																											0
Stock-based compensation expense	0						$ 0					72,222						0						$ 72,222
Net loss	$ 0						0					0						(7,217,611)						(7,217,611)
Balance at Dec. 31, 2022				$ 800,000			$ 33,974,163					$ 29,045,802						$ (43,613,941)						$ 20,206,024
Balance (in shares) at Dec. 31, 2022				800			339,741,632,384

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
OPERATING ACTIVITIES:
Net loss	$ (7,217,611)	$ (4,037,459)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,061,615	497,408
Net gain on debt settlements	0	(767,930)
Amortization of right-of-use asset	1,164,027	534,691
Gain (loss) on investment	13,372	(412)
Write-down of obsolete and slow-moving inventory	1,507,213	707,710
Stock-based compensation expense	72,222	34,375
Change in contingent consideration	(333,100)	0
Write off intangible assets	53,958	0
Changes in operating assets and liabilities:
Accounts receivable	(27,334)	(4,806)
Inventories	(1,357,169)	(478,663)
Prepaid expenses and vendor deposits	134,215	(170,332)
Other current assets	(1,224,171)	0
Other assets	(390,759)	4,161
Accounts payable and accrued liabilities	4,072,386	557,185
Accrued interest on loan payable	0	60,809
Contract liabilities	(317,921)	1,916
Lease liability	(1,077,025)	(466,858)
NET CASH USED IN OPERATING ACTIVITIES	(3,866,082)	(3,528,205)
INVESTING ACTIVITIES:
Payment for acquisition	(10,291,674)	(75,000)
Collection of note receivable	58,690	56,596
Purchases of patent	(12,500)	(12,500)
Purchases of property and equipment	(480,925)	(56,418)
NET CASH USED IN INVESTING ACTIVITIES	(10,726,409)	(87,322)
FINANCING ACTIVITIES:
Proceeds from line of credit	35,196	418,036
Principal payment on the line of credit	0	(2,000,000)
Principal payments on loan payable	(88,816)	(803,397)
Proceeds from issuance of preferred stock	12,839,831	5,000,000
Proceeds from rights offering, net of offering costs	0	24,344,317
Proceeds from exercise of stock options	0	227,500
NET CASH PROVIDED BY FINANCING ACTIVITIES	12,786,211	27,186,456
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH	(1,806,280)	23,570,929
CASH AND RESTRICTED CASH - BEGINNING OF YEAR	26,496,404	2,925,475
CASH AND RESTRICTED CASH - END OF YEAR	24,690,124	26,496,404
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	35,730	115,584
Cash paid for income tax	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Issuance of common stock in connection with the exchange agreement	0	1,407,556
Issuance of promissory note in connection with acquisition	3,000,000	0
Lease acquired	8,225,033	0
Contingent consideration relating to acquisition	$ 1,108,000	$ 0

ORGANIZATION, BASIS OF PRESENTA

ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	12 Months Ended
	Dec. 31, 2022
ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS [Abstract]
ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	Note 1. ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS Organization Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages and intends to expand on its intellectual property portfolio. Through its wholly owned subsidiaries, 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, which 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 Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates: • Licensing agreements for Healthy Choice Wellness Centers located at the Casbah Spa and Salon in Fort Lauderdale, FL, Boston Direct Health in Boston, MA and Green Care Medical Services in Chicago, IL. 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, the Company sells vitamins and supplements, as well as health, beauty, and personal care products on its website www.TheVitaminStore.com . Additionally, the Company markets its patented the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with either cannabis or CBD concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, that heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally. COVID-19 Management Update The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively impacted the U.S. and global economies, disrupted global supply chains and, mandated closures and stay-at-home orders and created significant disruptions of the global financial markets. The Company adjusted certain aspects of the operations to protect their employees and customers while still meeting customers’ needs. While we have experienced many challenges, including but not limited to, product shortages, staffing difficulties, and evolving customer shopping behaviors, our focus remains on both offering our customers a high quality service experience and supporting our essential front-line team members. Though we have successfully managed these challenges to date, our operations and financial condition could still be negatively affected by the COVID-19 pandemic and future developments, which are highly uncertain and cannot be predicted. Sourcing and Vendors We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the fiscal years ended December 31, 2022 and 2021, approximately 36% and 25% of our total purchases were from one vendor. Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with . The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The consolidated financial statements include the accounts of the Company Healthier Choices Management Corp., and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., 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), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All intercompany accounts and transactions have been eliminated in consolidation. Spin-Off The Company is planning 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 will 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 the record date for the Spin-Off (the “Record Date”), 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 more disclosure in Note 14 Stockholder Equity and Note 19 Subsequent Events.

LIQUIDITY

LIQUIDITY	12 Months Ended
	Dec. 31, 2022
LIQUIDITY [Abstract]
LIQUIDITY	Note 2. LIQUIDITY The accompanying consolidated 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, 2022, the Company had cash of approximately $22.9 million and working capital of $20.4 million. In the past, the Company financed its operations principally through issuances of common stock and convertible preferred stock. During the year ended December 31, 2022, the Company strengthened its liquidity and financial condition through issuance of Series E Convertible Preferred Stock in connection with Securities Purchase Agreement - see note 13 for a discussion. The Company believes current cash on hand is sufficient to meet its obligations and capital requirements for at least the next twelve months from the date these financial statements are issued.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision-making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S. Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated 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 financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Revenue Recognition 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. For the years ended December 31, 2022 and 2021, shipping and handling costs of approximately $98,000 and $68,000, were included in cost of sales, respectively. Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash are concentrated in large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on December 31, 2022 and 2021 is presented below: December 31, 2022 December 31, 2021 Total cash and restricted ca in excess of FDIC limits $ 21,682,144 $ 26,023,593 The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company has not experienced any losses in such accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in c : December 31, 2022 December 31, 2021 Cash $ 22,911,892 $ 26,496,404 Restricted cash 1,778,232 - Total cash and restricted cash $ 24,690,124 $ 26,496,404 Restricted Cash The Company's restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 security purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stocks. The balance also included cash held in the collateral account to cover the cash draw from the line of credit. 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 twenty-four month Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors' products in our stores. Concentration of accounts receivable consist of the following: December 31, 2022 December 31, 2021 Customer A 17 % 0 % Customer B - 12 % Customer C 6 % 30 % 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 balance sheets are amounts primarily related to Inventories Inventories are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable goods. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, displays with useful lives range from two to . Leasehold improvements are amortized over 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 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indefinite-lived intangible assets, such as goodwill are not amortized. Impairment of Long-Lived Assets The Company reviews all long-lived assets such as property, plant, and equipment and amortized intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value. There were no triggering events that would indicate impairment of long-lived assets at December 31, 2022. Goodwill The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test is conducted on September 30 of each year or more often if deemed necessary. As part of management's qualitative analysis at December 31, 2022 management determines whether any triggering events have occurred since the annual test date of September 30, 2022, which would indicate an impairment. Management determined no triggering events had occurred through December 31, 2022. Advertising The Company expenses advertising costs as incurred. For the years ended December 31, 2022 and 2021, the company incurred advertising expenses of $146,000 and $43,000, respectively. Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 or December 31, 2021. The Company had uncertain tax positions as of December 31, 2022, and 2021. 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 in year 2022 and 2021. If the Company enters into a finance lease in the future, it will be accounted for in accordance with ASC Topic 842. Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company recognize forfeitures as they are incur. Fair Value Measurements The fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: ● Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and ● Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized or for a business combination. Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Acquisition-related expenses were Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. There were no accounting pronouncements issued in the year or with future effective dates that are either applicable nor are expected to have a material impact on the Company's Consolidated Financial Statements.

DISAGGREGATION OF REVENUES

DISAGGREGATION OF REVENUES	12 Months Ended
	Dec. 31, 2022
DISAGGREGATION OF REVENUES [Abstract]
DISAGGREGATION OF REVENUES	Note 4. DISAGGREGATION OF REVENUES The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. December 31, 2022 December 31, 2021 Vapor sales, net $ 257,363 $ 2,084,813 Grocery sales, net 29,009,640 11,235,041 Total revenue $ 29,267,003 $ 13,319,854 Retail Vapor $ 257,363 $ 2,084,744 Retail Grocery 25,867,061 9,923,137 Food service/restaurant 3,126,709 1,202,122 Online/e-Commerce 15,870 93,600 Wholesale Grocery - 16,182 Wholesale Vapor - 69 Total revenue $ 29,267,003 $ 13,319,854

INVESTMENT

INVESTMENT	12 Months Ended
	Dec. 31, 2022
INVESTMENT [Abstract]
INVESTMENT	Note 5. INVESTMENT In 2018, the Company invested $150,000 in 85,714 common stock shares at MJ Holdings, Inc. (“MJNE”), a publicly traded company. The investment was made based on the assumption of an increase in MJNE stock due to the sales agreement with the Company. The Company recorded the investment in MJNE at fair value with changes in the fair value reported through the income statement as the stock is traded on the OTC market. Investment is classed with Level 1 of the valuation hierarchy. Fair value for the investment is based on quoted prices in active markets. The following table summarizes the investment measured at fair value on a recurring basis as of December 31, 2022 and 2021: Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2022 Investment $ 23,143 $ (13,372 ) $ 9,771 Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2021 Investment $ 22,731 $ 412 $ 23,143

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2022
INVENTORIES [Abstract]
INVENTORIES	Note 6. INVENTORIES Inventories are . 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, as a result of its physical inventory observations recorded the write down of inventories amounting to approximately $ million and $ million, approximately, in and , respectively. The Company’s inventories consist primarily of merchandise available for resale. December 31, 2022 December 31, 2021 Vapor Business $ 66,828 $ 188,793 Grocery Business 3,750,364 1,332,406 Total $ 3,817,192 $ 1,521,199

NOTES RECEIVABLE AND OTHER INCO

NOTES RECEIVABLE AND OTHER INCOME	12 Months Ended
	Dec. 31, 2022
NOTES RECEIVABLE AND OTHER INCOME [Abstract]
NOTES RECEIVABLE AND OTHER INCOME	Note 7. NOTES RECEIVABLE AND OTHER INCOME On September 6, 2018, the Company entered into a secured, 36-month promissory note (the "Note") with VPR Brands L.P. for $582,260. The Note bears an interest rate of 7%, which payments thereunder are $4,141 weekly. The Company records all proceeds related to the interest of the Note as interest income as proceeds are received. On August 31, 2022, the Company amended and restated the Secured Promissory Note (the "Amended Note") to extend the maturity date for one year. The outstanding balance for the amended note is $211,355. The Amended Note bears an interest rate of 7%, which payments thereunder are $1,500 weekly, with such payments commencing as of September 3, 2022. The Amended Note has a balloon payment of $145,931 for all remaining accrued interest and principal balance due in the final week of the 1-year extension of the Amended Note. A summary of the Amended Note as of December 31, 2022 and 2021 is presented below: December 31, Description 2022 2021 Promissory Note $ 189,225 $ 247,915 For the years ended December 31, 2022 and 2021, the Company had notes receivable collections of approximately $59,000 and $57,000, respectively. These collections are recorded to other income in the Consolidated Statement of Operations.

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2022
ACQUISITIONS [Abstract]
ACQUISITIONS	Note 8. ACQUISITIONS The purchase method of accounting in accordance with ASC 805, Business Combinations . Acquisition costs are 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, with an additional $677,500 paid for inventory at closing. In addition, the Company assumed a lease obligation for the Kingston, NY store and entered into an employment agreement with the store manager. The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: 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 years for tax purpose. The results of operations of Mother's Earth have been included in the consolidated statements of operations as of the effective date of operations. Revenue and net income for year ended December 31, 2022 from date of acquisition were $ million and $ million, respectively. Acquisition-related expenses of $ were for the year ended December 31, 2022. The expenses primarily related to legal and other professional fees. 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 $ , with $ seller financing in the form of promissory note. The Company recorded $1,108,000 of contingent consideration based on the estimated financial performance for the one year following closing. The contingent consideration was discounted at an interest rate of 3.8%, which represents the Company's weighted average discount rate. Contingent consideration related to the acquisition is recorded at fair value (level 3) with changes in fair value recorded in other expense (income), net. The following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2022: 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 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: October 14, 2022 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 $ 1,133,000 Customer Relationships ( 6 1,103,000 Non-Compete Agreement ( 5 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 years for tax purpose. Revenue and net income for year ended December 31, 2022 were $ million and $ million, respectively, from the date of acquisition through December 31, 2022. Acquisition-related expenses of $ were for the year ended December 31, 2022. The expenses primarily related to legal and other professional fees. Revenue and Earnings The following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth's Storehouse and Green's Natural Foods, as if the business combinations had occurred on , the earliest period presented herein: December 31, 2022 2021 Sales $ 55,103,386 $ 62,858,123 Net loss (4,685,191 ) (403,154 ) 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 t 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 nded , the pro forma financial information excludes $ of non-recurring acquisition-related expenses. EIR Hydration On , the Company, through its wholly owned subsidiary, Healthy Choice Wellness Center, LLP, acquired EIR Hydration, an IV therapy center located in Roslyn Heights, NY. The cost of the transaction was $ and it was treated as an asset purchase

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	12 Months Ended
	Dec. 31, 2022
PROPERTY, PLANT, AND EQUIPMENT [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	Note 9. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consist of the following: Year Ended December 31, 2022 2021 Displays $ 312,146 $ 305,558 Building 575,000 - Furniture and fixtures 560,256 246,496 Leasehold improvements 1,910,719 136,504 Computer hardware & equipment 160,210 151,924 Other 587,602 315,788 4,105,933 1,156,270 Less: accumulated depreciation and amortization (993,025 ) (979,282 ) Total property, plant, and equipment $ 3,112,908 $ 176,988 The Company incurred approximately $0.3 million and $0.1 million of depreciation expense for the years ended December 31, 2022 and 2021, respectively.

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2022
GOODWILL AND INTANGIBLE ASSETS [Abstract]
GOODWILL AND INTANGIBLE ASSETS	Note 10. GOODWILL AND INTANGIBLE ASSETS The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Beginning balance $ 916,000 $ 916,000 Acquisitions 4,831,000 - Ending balance $ 5,747,000 $ 916,000 Intangible assets, net are as follows: December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4-6 years $ 2,669,000 $ (1,033,306 ) $ 1,635,694 Trade names 8-10 years 2,569,000 (725,723 ) 1,843,277 Patents 10 years 384,665 (159,658 ) 225,007 Non-compete 4-5 years 1,602,000 (300,467 ) 1,301,533 Intangible assets, net $ 7,224,665 $ (2,219,154 ) $ 5,005,511 December 31, 2021 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4-5 years $ 883,000 $ (685,823 ) $ 197,177 Trade names 8-10 years 923,000 (536,661 ) 386,339 Patents 10 years 372,165 (122,233 ) 249,932 Non-compete 4-5 years 238,000 (133,646 ) 104,354 Website 4 years 10,000 (209 ) 9,791 Intangible assets, net $ 2,426,165 $ (1,478,572 ) $ 947,593 Amortization expense was approximately $0.8 million and $0.4 million for the years ended December 31, 2022 and 2021, respectively. The weighted-average remaining amortization period of the Company’s amortizable intangible assets is approximately 5 years as of December 31, 2022. The estimated future amortization of the intangible assets is as follows: For the years ending December 31, 2023 $ 922,358 2024 922,358 2025 916,858 2026 838,877 2027 694,456 Thereafter 710,604 Total $ 5,005,511

CONTRACT LIABILITIES

CONTRACT LIABILITIES	12 Months Ended
	Dec. 31, 2022
CONTRACT LIABILITIES [Abstract]
CONTRACT LIABILITIES	Note 11. 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 for the years ended December 31, 2022 and 2021 is presented below: Year ended December 31, 2022 2021 Beginning balance as of January1, $ 23,178 $ 21,262 Issued 859,383 39,469 Redeemed (628,012 ) (37,463 ) Breakage recognized (55,943 ) (90 ) Ending balance as of December 31, $ 198,606 $ 23,178

DEBT

DEBT	12 Months Ended
	Dec. 31, 2022
DEBT [Abstract]
DEBT	Note 12. DEBT The following table provides a breakdown of the Company's debt as of December 31, 2022 and 2021 is presented below: December 31, 2022 2021 Promissory note $ 2,913,788 $ - Other debt 815 3,419 Total debt $ 2,914,603 $ 3,419 Current portion of long-term debt (536,542 ) (2,604 ) Long-term debt $ 2,378,061 $ 815 Revolving Line of Credit On , the Company entered into an agreement for a new revolving line of credit of $ million and a blocked/restricted deposit account (“blocked account”) with Professional Bank in Coral Gables, Florida. The agreement included a variable interest rate that it is based on a rate of over what is earned on the collateral account. Based on the agreement with the bank, each draw request from the credit line will be cash secured with moneys held from the blocked account. The outstanding balances were $ and $ as of , and , respectively. Term Loan Credit Agreement On December 31, 2019, the Company entered into a Term Loan Credit Agreement (the “Credit Agreement”) with Professional Bank, a Florida banking corporation (the “Bank”), pursuant to which the Company issued a Term Note (the “Term Note”) in the principal amount of $1,400,000 in favor of the Bank. The Term Note bears interest at a rate equal to 1.5 percentage points in excess of that rate shown in the Wall Street Journal as the prime rate, adjusted annually (which was 5.50% as of December 31, 2020 and 2021). The proceeds of the Term Note were used for acquisitions and for general working capital requirements. On December 21, 2021, the Company paid in full the outstanding balance of $410,000 from the Term Loan. Paycheck Protection Program On May 15, 2020, the Company was granted a loan (the “Loan”) from Customers Bank, in the aggregate amount of $876,515, pursuant to the Paycheck Protection Program (the “PPP”) under Division A, Title I of the CARES Act, which was enacted March 27, 2020. The Loan, which was in the form of a Note dated May 6, 2020 issued by the Company, matures on May 6, 2022 and bears interest at a rate of 1% per annum, payable monthly commencing on November 6, 2020. Note may be prepaid by the Borrower at any time prior to maturity with no prepayment penalties. Funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, utilities, and interest on other debt obligations incurred after May 6, 2020. The Company intends to use the entire Loan amount for these qualifying expenses. Under the terms of the PPP, certain amounts of the Loan may be forgiven if they are used for qualifying expenses as described in the CARES Act. On December 9, 2020, the Company submitted the forgiveness application for the PPP Loan to the Small Business Bureau. On May 3, 2021, the Company received a letter from Customers Bank to inform the Company that the PPP Loan was paid and fully forgiven by the Small Business Administration (SBA). The forgiveness of $885,227 was reported in gain on debt settlements on the consolidated statements of operations. 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 as a portion of the purchase price. The Greens Note has a five-year term, an interest rate of 6.0% per annum and is secured by the assets of the Green's Natural Foods. 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.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2022
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES Employment Agreements On August 13, 2018, the Company amended and restated its existing employment agreement with Jeffrey Holman, the Company’s Chief Executive Officer (the “ Holman Employment Agreement ”). The Holman Employment Agreement is for an additional term and provides for an annual base salary of $ and a target bonus for 2020 only in an amount ranging from to of his base salaries subject to the Company meeting certain earnings before interest, taxes depreciation and amortization performance milestones. Mr. Holman is entitled to receive severance payments, including of his then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company. Mr. Holman was also granted billion shares of restricted common stock pursuant to the Holman Employment Agreement Amendment on the condition that billion of his options to purchase Company common stock are forfeited. This restricted stock will vest following the date of issuance provided that the grantee remains an employee of the Company through each applicable vesting date. On August 12, 2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock by to February 13, 2021. On February 26, 2021, the Company entered into an amended and restated employment agreement (the “ Employment Agreement Amendment ”) with the Company’s President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement Amendment, Mr. Santi will continue to be employed as the Company’s President and Chief Operating Officer through January 30, 2024. Mr. Santi will receive a base salary of $ million for 2021 and his salary will increase in each subsequent year. On February 02, 2022, the Company entered into a second amended and restated employment agreement (the “ Employment Agreement Amendment Legal Proceedings Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in April 2019 and May 2019, respectively. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings. On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc., and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia. The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”. Philip Morris claims that it is currently approaching million users of its IQOS® product and has reportedly invested over $ billion in their smokeless tobacco products. On December 31, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000 in attorneys’ fees to be paid by the Company. The Company has fully provisioned this amount as of December 31, 2021. From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations December 31, 2022. With respect to legal costs, we record such costs as incurred. Fontem License Agreement The Company has a non-exclusive license to certain products with Fontem Ventures B.V. (“Fontem”). The Company will make quarterly license and royalty payments in perpetuity to Fontem, based on the sale of qualifying products as defined in the license agreement at a royalty rate of 5.25%. For the years ended December 31, 2022 and 2021, the Company recorded expenses of $1,000 and $12,000 as part of its cost of goods. The agreement was terminated when the Company closed all retail stores.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2022
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	Note 14. STOCKHOLDERS’ EQUITY Equity Compensation Plans The Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), awards grants to employees. The plan can award up to 100 billion shares of common stock and currently 5.5 billion shares are available for grant as of December 31, 2022. The Company’s 2009 Equity Incentive Plan (the “2009 Plan”) awards grants to employees, non-employee directors and consultants in connection with their retention and/or continued employment by the Company. The 2009 Plan had no shares of common stock available for grant as of December 31, 2022. Rights Offering On , the Company issued shares of common stock in connection with the Rights Offering at a subscription price of $ per share, generating gross proceeds of $ million. The Company incurred direct financing costs of $ million in connection with the offering resulting in net proceeds to the Company of $ million. Exchange Agreement On , the Company entered into exchange agreements with the holders of the $ million Loan and Security Agreement (the "Credit Agreement"). The agreement with the holders of the Company’s indebtedness (the “Notes”) in an aggregate amount of $ million to exchange the Notes for shares at a conversion price of $ . The Notes were issued pursuant to the Credit Agreement dated as of , among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd. In connection with the Exchange, the Credit Agreement and all related loan documents was terminated and the Holder’s on the assets of the Company and its subsidiaries was cancelled. The Company recognized a loss on debt extinguishment of $ million for the year ended . Series C Convertible Preferred Stock On November 17, 2020, the Company finalized the closing of the stock exchange with certain holders of its Series B Stock to exchange all the Series B Stock for 20,150 shares of Series C Convertible Preferred Stock (the “Series C Stock”). Each share of Series C Stock has a stated value equal to $1,000 and is convertible into Common Stock on a fixed basis at a conversion price of $0.0001 per share. The Series C Stocks have no voting rights. During the years ended December 31, 2022 and 2021, the Company issued 0 share and 162.8 billion shares of Company common stock in connection with the exercise of Series C stock. Series D Convertible Preferred Stock On , the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued shares of its Series D Convertible Preferred Stock (the “Preferred Stock”) to accredited investors for $ per share or an aggregate subscription of $ million. As of Dec , the Company has issued billion shares of Company common stock in connection with the exercise of shares of the Series D Convertible Preferred Stock at a conversion price of $ per share. The conversion price for the exercise of the preferred stock was reset to the of the lowest daily volume-weighted average price ("VWAP") during the Trading Days immediately preceding the effective date of . Series E Convertible Preferred Stock On August 18, 2022, the Company entered into a Securities Purchase Agreement The HCMC Preferred Stock have voting rights on as converted basis at the Company’s next stockholders’ meeting. However, as long as any shares of HCMC Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCMC Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCMC Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCMC Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of HCMC Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to $1,000 per share of HCMC Preferred Stock. Unless earlier converted or extended as set forth below, a holder may require the redemption of all or a portion of the stated value of the HCMC Preferred Stock either (1) six months after closing or (2) the time at which the balance is due and payable upon an event of default. Spin-Off The Company is planning 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 will 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 the record date for the Spin-Off (the “Record Date”), 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 Pursuant to the Securities Purchase Agreement, purchasers of the Series E Convertible Preferred Stock will also be required to purchase Series A Convertible Preferred Stock (“NewCo Series A Stock”) of a newly created public company (“NewCo”) resulting from spin off of HCMC’s grocery and wellness businesses in the same subscription amounts that the Purchasers paid for the HCMC Preferred Stock. Restricted Stock On , the Compensation Committee of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a increase from the original award agreement for a total of billion shares of restricted common stock with fair value of $ , which will vest quarterly in equal amounts until , provided that the grantee remains an employee of the Company through the vesting date. On , the Company and the Officers and a Director of the Company agreed to forfeit a total of billion of restricted stocks that were due to vest on . On , the Company and the Officers and a Director of the Company agreed to forfeit a total of billion of restricted stocks that were due to vest on . On January 1, 2022, the Company granted restricted shares of common stock to a non-employee with fair value of $ that would vest in 2023 and 2024. On December 14, 2022, the Company granted of restricted stocks with fair value of $ that would vest on the first anniversary of the grant date to Directors of the Company. The following table reflects the activity for all unvested restricted stocks during 2022: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2022 - $ - Granted 5,500,000,000 284,677 Vested - - Forfeited - - Unvested at December 31, 2022 5,500,000,000 $ 284,677 Stock Options A summary of option activity during the years ended December 31, 2022 and 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value Outstanding, January 1, 2021 69,862,230,680 $ 0.00 6 $ - Options granted - 0.00 - Options forfeited or expired (2,275,000,000 ) 0.00 - Outstanding, December 31, 2021 67,587,230,680 $ 0.00 5 $ - Options granted - 0.00 - Options exercised - 0.00 - Options forfeited or expired - 0.00 - Outstanding, December 31, 2022 67,587,230,680 $ 0.00 4 - Exercisable on December 31, 2022 67,587,230,680 $ 0.00 4 $ - During the years ended December 31, 2022 and 2021, the Company recognized stock-based compensation expense of approximately $72,222 and $34,375, respectively, in connection with the amortization of restricted stocks and stock options. Stock-based compensation expense is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. Income (Loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series D and Series E convertible preferred stocks; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units; and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect is antidilutive. The following table summarizes the Company’s securities that have been excluded from the calculation of basic and dilutive income (loss) per share as their effect would be anti-dilutive: December 31, 2022 2021 Preferred stock 148,470,000,000 1,250,000,000 Stock options 67,587,230,680 67,587,230,680 Restricted stock 5,500,000,000 - Total 221,557,230,680 68,837,230,680

LEASE

LEASE	12 Months Ended
	Dec. 31, 2022
LEASE [Abstract]
LEASE	Note 15. LEASE The Company has various lease agreements with terms up to 20 years, including leases of retail stores, headquarter and equipment. All the leases are classified as operating leases. The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of December 31, 2022. Maturity of Lease Liabilities by Fiscal Year 2023 $ 2,572,637 2024 1,995,148 2025 1,688,859 2026 1,504,408 2027 1,177,509 Thereafter 2,934,186 Total undiscounted operating lease payments $ 11,872,747 Less: Imputed interest (1,602,391 ) Present value of operating lease liabilities $ 10,270,356 The following summarizes the Company's operating leases: Balance Sheet Classification December 31, 2022 December 31, 2021 Right of use asset $ 10,604,935 $ 3,543,930 Operating lease liability, current $ 2,228,852 $ 437,328 Operating lease liability, net of current 8,041,504 2,685,021 Total operating lease liabilities $ 10,270,356 $ 3,122,349 The amortization of the right-of-use asset of $1,164,027 was included in operating cash flows. Other Information Weighted-average remaining lease term for operating leases 6 years Weighted-average discount rate for operating leases 3.83 % Rent expense for the years ended December 31, 2022 and 2021 was approximately $1.5 million and $0.9 million, respectively, is included in selling, general and administrative expenses in the accompanying consolidated statement of operations. The following table represents the components of lease cost are as follows for twelve months ended December 31, 2022: December 31, 2022 Operating lease cost $ 759,207 Variable lease cost 403,329 Short-term lease cost 377,024 Total rent expense $ 1,539,560 The aggregate cash payments under the leasing arrangement was approximately $1,077,000 for the year ended December 31, 2022 and was included in operating cash flows.

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2022
INCOME TAXES [Abstract]
INCOME TAXES	Note 16. INCOME TAXES The Company did not have a provision for income taxes (current or deferred tax expense) for tax years ended December 31, 2022 and 2021. The following is a reconciliation of the expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: Year Ended December 31, 2022 2021 U.S. federal statutory rate $ (1,515,700 ) $ (847,867 ) State and local taxes, net of federal benefit (359,643 ) (111,900 ) Change in valuation allowance 2,733,655 734,615 True-up & deferred adjustment 144 11,441 Stock based compensation - 8,171 Forgiveness of PPP loan - (210,432 ) Other permanent items - - Change in tax rate (252,392 ) 89,360 Expired warrants - - Other (606,064 ) 326,612 $ - $ - As of December 31, 2022 and 2021, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 17,030,852 $ 14,136,491 Inventory reserves and allowances - 30,156 Unrealized loss on investment 36,436 - Accrued Expenses and Deferred Income 149,402 136,686 Charitable contribution 5,737 5,134 Stock based compensation 2,099,241 1,903,413 Net book value of fixed assets - 1,961 Net book value of intangible assets 314,775 671,954 ASC 842 - Lease Accounting 44,484 33,891 Total deferred tax assets 19,680,927 16,919,686 Deferred tax liabilities: Net book value of fixed assets (27,540 ) - Total deferred tax liabilities (27,540 ) - Net deferred tax assets 19,653,342 16,919,686 Valuation allowance (19,653,342 ) (16,919,686 ) 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 and 2021 to reduce the deferred tax assets to amounts that are more likely than not to be realized. The Company’s valuation increased by $ and $ for the tax years ended 2022 and 2021, respectively. Should the factors underlying management’s analysis change, future valuation adjustments to the Company’s net deferred tax assets may be necessary. At the Company had U.S. federal and state net operating loss carryforwards (“NOLS”) of million and million, respectively. Federal NOLs of $ million expire beginning in 2032 through 2037 and $ million do not expire and are subject to 80% of taxable income under Internal Revenue Code Section 172. State NOLs of million expire beginning in 2032 through 2037 and $ million do not expire and maybe subject to income limitations under each State statute. Utilization of our NOLS may be subject to an annual limitation under section 382 and similar state provisions of the Internal Revenue Code due to changes of ownership that may have occurred or that could occur in the future, as defined under the regulations. On March 27, 2020, the CARES Act was enacted in response to COVID-19 pandemic, which, among other things, outlines the provisions of the Employer Retention Credit (the “ERC”). The ERC is a refundable tax credit for businesses that continued to pay employees while shut down due to the COVID-19 pandemic or had significant declines in gross receipts from March 13, 2020 to Dec. 31, 2021. Eligible employers can claim the ERC on an original or amended employment tax return for a period within those dates. The Company determined that it met the criteria to be eligible to claim a refundable credit during two 2021 periods. Under the terms of the CARES Act, the Company submitted amended 2021 payroll tax filings during 2022. As a result, the Company treated this credit of $932,574 as a reduction of payroll and wages expenses for tax purpose. On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. Among other provisions, the IRA includes a 15% corporate alternative minimum tax on applicable corporations and 1% excise tax on stock repurchases made after December 31, 2022. The IRA is not expected to have an impact on the consolidated financial statements. 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 examinations by federal and state tax authorities for years before 2019.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2022
SEGMENT INFORMATION [Abstract]
SEGMENT INFORMATION	Note 17. SEGMENT INFORMATION Management determines the reportable segments based on the internal reporting used by our executives to evaluate performance and to assess where to allocate resources. The Company evaluates segment performance based on the segment gross profit before corporate expenses. Summarized below are the total net sales and segment operating profit for each reporting segment: Year Ended Net Sales Segment Gross Profit December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Vapor $ 257,363 $ 2,084,813 $ 144,483 $ 1,245,214 Grocery 29,009,640 11,235,041 10,079,735 4,047,340 Total $ 29,267,003 $ 13,319,854 10,224,218 5,292,554 Corporate expenses 18,877,302 10,033,048 Operating loss (8,653,084 ) (4,740,494 ) Corporate other income (expense), net 1,435,473 703,035 Net loss (7,217,611 ) (4,037,459 ) For the year ended December 31, 2022 depreciation and amortization was approximately $19,000 and $1.0 million for Vapor and Grocery, respectively. For the year ended December 31, 2021 depreciation and amortization was approximately $1,000 and $0.5 million for Vapor and Grocery, respectively.

EMPLOYEE RETENTION CREDITS

EMPLOYEE RETENTION CREDITS	12 Months Ended
	Dec. 31, 2022
EMPLOYEE RETENTION CREDITS [Abstract]
EMPLOYEE RETENTION CREDITS	Note 18. EMPLOYEE RETENTION CREDITS Congress passed programs to provide financial assistance to companies during the COVID-19 pandemic, including the employee retention credit (ERC). The ERC provides eligible employers with credits per employee based on qualified wages and health insurance benefits paid.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2022
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	Note 19. SUBSEQUENT EVENTS On February 14, 2023, the Company completed the confidential submission of a Form S-1 draft registration statement with the U.S. Securities and Exchange Commission for the spin-off of its natural food grocery and wellness operations to a wholly owned subsidiary, Healthier Choices Wellness Corp., by way of dividend to HCMC stockholders. On March 1, 2023, Healthier Choices Management Corp., entered in a First Amendment to that certain Securities Purchase Agreement (“SPA”) with each purchaser (“Purchaser”) identified as those who participated in the Securities Purchase Agreement, dated as of August 18, 2022. The parties amended the SPA related to the conversion payment whereby upon conversion of the Preferred Stock As of March 30, 2023, 6,600,000,000 shares of common stocks were subsequently issued as a result of Series E preferred stock conversion. 556 shares of Series E Preferred Stock was redeemed, and approximately $556,000, including interest was paid.

ORGANIZATION, BASIS OF PRESEN_2

ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS (Policies)	12 Months Ended
	Dec. 31, 2022
ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS [Abstract]
Sourcing and Vendors	Sourcing and Vendors We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the fiscal years ended December 31, 2022 and 2021, approximately 36% and 25% of our total purchases were from one vendor.
Basis of Presentation	The Company’s consolidated financial statements are prepared in accordance with . The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date.
Principles of Consolidation	The consolidated financial statements include the accounts of the Company Healthier Choices Management Corp., and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., 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), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All intercompany accounts and transactions have been eliminated in consolidation.
Spin-Off	Spin-Off The Company is planning 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 will 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 the record date for the Spin-Off (the “Record Date”), 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 more disclosure in Note 14 Stockholder Equity and Note 19 Subsequent Events.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision-making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S.
Use of Estimates in the Preparation of the Financial Statements	Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated 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 financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include allowances, valuing equity securities and hybrid instruments, share-based payment arrangements, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.
Revenue Recognition	Revenue Recognition Revenues from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are estimated using historical experience. The Company recognizes revenue in accordance with the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied.
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. For the years ended December 31, 2022 and 2021, shipping and handling costs of approximately $98,000 and $68,000, were included in cost of sales, respectively.
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 are concentrated in large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on December 31, 2022 and 2021 is presented below: December 31, 2022 December 31, 2021 Total cash and restricted ca in excess of FDIC limits $ 21,682,144 $ 26,023,593 The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company has not experienced any losses in such accounts. The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in c : December 31, 2022 December 31, 2021 Cash $ 22,911,892 $ 26,496,404 Restricted cash 1,778,232 - Total cash and restricted cash $ 24,690,124 $ 26,496,404
Restricted Cash	Restricted Cash The Company's restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 security purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stocks. The balance also included cash held in the collateral account to cover the cash draw from the line of credit.
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 twenty-four month Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors' products in our stores. Concentration of accounts receivable consist of the following: December 31, 2022 December 31, 2021 Customer A 17 % 0 % Customer B - 12 % Customer C 6 % 30 %
Other Current Assets	Other Current Assets Other current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted into cash within one business cycle. Included in “Other current assets” on our consolidated balance sheets are amounts primarily related to
Inventories	Inventories Inventories are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable goods.
Property 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, displays with useful lives range from two to . Leasehold improvements are amortized over
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 and 10 years. Similar to tangible personal property and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Indefinite-lived intangible assets, such as goodwill are not amortized.
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews all long-lived assets such as property, plant, and equipment and amortized intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value. There were no triggering events that would indicate impairment of long-lived assets at December 31, 2022.
Goodwill	Goodwill The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test is conducted on September 30 of each year or more often if deemed necessary. As part of management's qualitative analysis at December 31, 2022 management determines whether any triggering events have occurred since the annual test date of September 30, 2022, which would indicate an impairment. Management determined no triggering events had occurred through December 31, 2022.
Advertising	Advertising The Company expenses advertising costs as incurred. For the years ended December 31, 2022 and 2021, the company incurred advertising expenses of $146,000 and $43,000, respectively.
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 or December 31, 2021. The Company had uncertain tax positions as of December 31, 2022, and 2021.
Leases	Leases Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. The Company did not have finance leases in year 2022 and 2021. If the Company enters into a finance lease in the future, it will be accounted for in accordance with ASC Topic 842.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company recognize forfeitures as they are incur.
Fair Value Measurements	Fair Value Measurements The fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: ● Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and ● Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized or for a business combination.
Business Combination	Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations (“ASC 805”) in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible assets acquired and liabilities assumed, and measured at their acquisition date fair values. Goodwill as of the acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Acquisition-related expenses were
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”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. There were no accounting pronouncements issued in the year or with future effective dates that are either applicable nor are expected to have a material impact on the Company's Consolidated Financial Statements.

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2022
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Cash and Cash Equivalents in Excess of FDIC Limit	A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on December 31, 2022 and 2021 is presented below: December 31, 2022 December 31, 2021 Total cash and restricted ca in excess of FDIC limits $ 21,682,144 $ 26,023,593
Cash, Cash Equivalents and Restricted Cash	The following table provides a reconciliation of cash, cash equivalents and restricted cash to amounts shown in c : December 31, 2022 December 31, 2021 Cash $ 22,911,892 $ 26,496,404 Restricted cash 1,778,232 - Total cash and restricted cash $ 24,690,124 $ 26,496,404
Concentration of Accounts Receivable	Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors' products in our stores. Concentration of accounts receivable consist of the following: December 31, 2022 December 31, 2021 Customer A 17 % 0 % Customer B - 12 % Customer C 6 % 30 %

DISAGGREGATION OF REVENUES (Tab

DISAGGREGATION OF REVENUES (Tables)	12 Months Ended
	Dec. 31, 2022
DISAGGREGATION OF REVENUES [Abstract]
Disaggregate Revenue	The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. December 31, 2022 December 31, 2021 Vapor sales, net $ 257,363 $ 2,084,813 Grocery sales, net 29,009,640 11,235,041 Total revenue $ 29,267,003 $ 13,319,854 Retail Vapor $ 257,363 $ 2,084,744 Retail Grocery 25,867,061 9,923,137 Food service/restaurant 3,126,709 1,202,122 Online/e-Commerce 15,870 93,600 Wholesale Grocery - 16,182 Wholesale Vapor - 69 Total revenue $ 29,267,003 $ 13,319,854

INVESTMENT (Tables)

INVESTMENT (Tables)	12 Months Ended
	Dec. 31, 2022
INVESTMENT [Abstract]
Fair Value of Investment	The following table summarizes the investment measured at fair value on a recurring basis as of December 31, 2022 and 2021: Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2022 Investment $ 23,143 $ (13,372 ) $ 9,771 Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2021 Investment $ 22,731 $ 412 $ 23,143

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2022
INVENTORIES [Abstract]
Inventories	Inventories are . 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, as a result of its physical inventory observations recorded the write down of inventories amounting to approximately $ million and $ million, approximately, in and , respectively. The Company’s inventories consist primarily of merchandise available for resale. December 31, 2022 December 31, 2021 Vapor Business $ 66,828 $ 188,793 Grocery Business 3,750,364 1,332,406 Total $ 3,817,192 $ 1,521,199

NOTES RECEIVABLE AND OTHER IN_2

NOTES RECEIVABLE AND OTHER INCOME (Tables)	12 Months Ended
	Dec. 31, 2022
NOTES RECEIVABLE AND OTHER INCOME [Abstract]
Summary of Notes	A summary of the Amended Note as of December 31, 2022 and 2021 is presented below: December 31, Description 2022 2021 Promissory Note $ 189,225 $ 247,915

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2022
Mother Earth's Storehouse [Member]
Acquisitions [Abstract]
Purchase Price Allocation for Mother Earth's Storehouse, Inc.	The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: 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
Green's Natural Foods [Member]
Acquisitions [Abstract]
Purchase Price Allocation for Mother Earth's Storehouse, Inc.	The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: October 14, 2022 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 $ 1,133,000 Customer Relationships ( 6 1,103,000 Non-Compete Agreement ( 5 1,015,000 Total intangible assets $ 3,251,000
Change in Fair Value of Contingent Consideration	The following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2022: 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
Supplemental Pro Forma Information	The following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth's Storehouse and Green's Natural Foods, as if the business combinations had occurred on , the earliest period presented herein: December 31, 2022 2021 Sales $ 55,103,386 $ 62,858,123 Net loss (4,685,191 ) (403,154 )

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2022
PROPERTY, PLANT, AND EQUIPMENT [Abstract]
Property, plant, and equipment	Property, plant, and equipment consist of the following: Year Ended December 31, 2022 2021 Displays $ 312,146 $ 305,558 Building 575,000 - Furniture and fixtures 560,256 246,496 Leasehold improvements 1,910,719 136,504 Computer hardware & equipment 160,210 151,924 Other 587,602 315,788 4,105,933 1,156,270 Less: accumulated depreciation and amortization (993,025 ) (979,282 ) Total property, plant, and equipment $ 3,112,908 $ 176,988

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2022
GOODWILL AND INTANGIBLE ASSETS [Abstract]
Changes in Carrying Amount of Goodwill	The changes in the carrying amount of goodwill for the years ended December 31, 2022 and 2021 are as follows: December 31, 2022 December 31, 2021 Beginning balance $ 916,000 $ 916,000 Acquisitions 4,831,000 - Ending balance $ 5,747,000 $ 916,000
Intangible Assets, Net	Intangible assets, net are as follows: December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4-6 years $ 2,669,000 $ (1,033,306 ) $ 1,635,694 Trade names 8-10 years 2,569,000 (725,723 ) 1,843,277 Patents 10 years 384,665 (159,658 ) 225,007 Non-compete 4-5 years 1,602,000 (300,467 ) 1,301,533 Intangible assets, net $ 7,224,665 $ (2,219,154 ) $ 5,005,511 December 31, 2021 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4-5 years $ 883,000 $ (685,823 ) $ 197,177 Trade names 8-10 years 923,000 (536,661 ) 386,339 Patents 10 years 372,165 (122,233 ) 249,932 Non-compete 4-5 years 238,000 (133,646 ) 104,354 Website 4 years 10,000 (209 ) 9,791 Intangible assets, net $ 2,426,165 $ (1,478,572 ) $ 947,593
Future Annual Estimated Amortization Expense	The weighted-average remaining amortization period of the Company’s amortizable intangible assets is approximately 5 years as of December 31, 2022. The estimated future amortization of the intangible assets is as follows: For the years ending December 31, 2023 $ 922,358 2024 922,358 2025 916,858 2026 838,877 2027 694,456 Thereafter 710,604 Total $ 5,005,511

CONTRACT LIABILITIES (Tables)

CONTRACT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2022
CONTRACT LIABILITIES [Abstract]
Contract Liabilities Activity	A summary of the contract liabilities activity for the years ended December 31, 2022 and 2021 is presented below: Year ended December 31, 2022 2021 Beginning balance as of January1, $ 23,178 $ 21,262 Issued 859,383 39,469 Redeemed (628,012 ) (37,463 ) Breakage recognized (55,943 ) (90 ) Ending balance as of December 31, $ 198,606 $ 23,178

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2022
DEBT [Abstract]
Breakdown of Debt	The following table provides a breakdown of the Company's debt as of December 31, 2022 and 2021 is presented below: December 31, 2022 2021 Promissory note $ 2,913,788 $ - Other debt 815 3,419 Total debt $ 2,914,603 $ 3,419 Current portion of long-term debt (536,542 ) (2,604 ) Long-term debt $ 2,378,061 $ 815

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	12 Months Ended
	Dec. 31, 2022
STOCKHOLDERS' EQUITY [Abstract]
Activity of Restricted Stock Awards	The following table reflects the activity for all unvested restricted stocks during 2022: Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2022 - $ - Granted 5,500,000,000 284,677 Vested - - Forfeited - - Unvested at December 31, 2022 5,500,000,000 $ 284,677
Summary of Option Activity	A summary of option activity during the years ended December 31, 2022 and 2021 is as follows: Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value Outstanding, January 1, 2021 69,862,230,680 $ 0.00 6 $ - Options granted - 0.00 - Options forfeited or expired (2,275,000,000 ) 0.00 - Outstanding, December 31, 2021 67,587,230,680 $ 0.00 5 $ - Options granted - 0.00 - Options exercised - 0.00 - Options forfeited or expired - 0.00 - Outstanding, December 31, 2022 67,587,230,680 $ 0.00 4 - Exercisable on December 31, 2022 67,587,230,680 $ 0.00 4 $ -
Securities Excluded from Calculation of Basic and Dilutive Income (loss) per Share	Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series D and Series E convertible preferred stocks; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units; and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect is antidilutive. The following table summarizes the Company’s securities that have been excluded from the calculation of basic and dilutive income (loss) per share as their effect would be anti-dilutive: December 31, 2022 2021 Preferred stock 148,470,000,000 1,250,000,000 Stock options 67,587,230,680 67,587,230,680 Restricted stock 5,500,000,000 - Total 221,557,230,680 68,837,230,680

LEASE (Tables)

LEASE (Tables)	12 Months Ended
	Dec. 31, 2022
LEASE [Abstract]
Maturity of Lease Liabilities	The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of December 31, 2022. Maturity of Lease Liabilities by Fiscal Year 2023 $ 2,572,637 2024 1,995,148 2025 1,688,859 2026 1,504,408 2027 1,177,509 Thereafter 2,934,186 Total undiscounted operating lease payments $ 11,872,747 Less: Imputed interest (1,602,391 ) Present value of operating lease liabilities $ 10,270,356
Balance Sheet Classification and Other Information	The following summarizes the Company's operating leases: Balance Sheet Classification December 31, 2022 December 31, 2021 Right of use asset $ 10,604,935 $ 3,543,930 Operating lease liability, current $ 2,228,852 $ 437,328 Operating lease liability, net of current 8,041,504 2,685,021 Total operating lease liabilities $ 10,270,356 $ 3,122,349 Other Information Weighted-average remaining lease term for operating leases 6 years Weighted-average discount rate for operating leases 3.83 %
Components of Lease Cost	The following table represents the components of lease cost are as follows for twelve months ended December 31, 2022: December 31, 2022 Operating lease cost $ 759,207 Variable lease cost 403,329 Short-term lease cost 377,024 Total rent expense $ 1,539,560

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2022
INCOME TAXES [Abstract]
Reconciliation of Expected Tax Expense (Benefit)	The Company did not have a provision for income taxes (current or deferred tax expense) for tax years ended December 31, 2022 and 2021. The following is a reconciliation of the expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: Year Ended December 31, 2022 2021 U.S. federal statutory rate $ (1,515,700 ) $ (847,867 ) State and local taxes, net of federal benefit (359,643 ) (111,900 ) Change in valuation allowance 2,733,655 734,615 True-up & deferred adjustment 144 11,441 Stock based compensation - 8,171 Forgiveness of PPP loan - (210,432 ) Other permanent items - - Change in tax rate (252,392 ) 89,360 Expired warrants - - Other (606,064 ) 326,612 $ - $ -
Deferred Tax Assets and Liabilities	As of December 31, 2022 and 2021, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: Year Ended December 31, 2022 2021 Deferred tax assets: Net operating losses $ 17,030,852 $ 14,136,491 Inventory reserves and allowances - 30,156 Unrealized loss on investment 36,436 - Accrued Expenses and Deferred Income 149,402 136,686 Charitable contribution 5,737 5,134 Stock based compensation 2,099,241 1,903,413 Net book value of fixed assets - 1,961 Net book value of intangible assets 314,775 671,954 ASC 842 - Lease Accounting 44,484 33,891 Total deferred tax assets 19,680,927 16,919,686 Deferred tax liabilities: Net book value of fixed assets (27,540 ) - Total deferred tax liabilities (27,540 ) - Net deferred tax assets 19,653,342 16,919,686 Valuation allowance (19,653,342 ) (16,919,686 ) Net deferred tax assets $ - $ -

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2022
SEGMENT INFORMATION [Abstract]
Summary of Reporting Segment	Summarized below are the total net sales and segment operating profit for each reporting segment: Year Ended Net Sales Segment Gross Profit December 31, 2022 December 31, 2021 December 31, 2022 December 31, 2021 Vapor $ 257,363 $ 2,084,813 $ 144,483 $ 1,245,214 Grocery 29,009,640 11,235,041 10,079,735 4,047,340 Total $ 29,267,003 $ 13,319,854 10,224,218 5,292,554 Corporate expenses 18,877,302 10,033,048 Operating loss (8,653,084 ) (4,740,494 ) Corporate other income (expense), net 1,435,473 703,035 Net loss (7,217,611 ) (4,037,459 )

ORGANIZATION, BASIS OF PRESEN_3

ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS (Details)	12 Months Ended
	Dec. 31, 2022 Vendor Store	Dec. 31, 2021
Sources and Vendors [Abstract]
Number of vendor | Vendor	1
Total Purchases [Member] | Supplier Concentration Risk [Member] | Vendor [Member]
Sources and Vendors [Abstract]
Concentration risk percentage	36%	25%
Mother Earth's Storehouse [Member]
Organization [Abstract]
Number of stores	2
Number of years the company has been operating	40 years
Paradise Health & Nutrition's [Member]
Organization [Abstract]
Number of stores	3
Greens Natural Foods' [Member]
Organization [Abstract]
Number of stores	8

LIQUIDITY (Details)

LIQUIDITY (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
LIQUIDITY [Abstract]
Cash	$ 22,911,892	$ 26,496,404
Working capital	$ 20,400,000

SUMMARY OF SIGNIFICANT ACCOUN_4

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Segment Reporting (Details)	12 Months Ended
	Dec. 31, 2022 Segment
Segment Reporting [Abstract]
Number of operating segments	2

SUMMARY OF SIGNIFICANT ACCOUN_5

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Shipping and Handling (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Shipping and Handling [Abstract]
Shipping and handling costs	$ 98,000	$ 68,000

SUMMARY OF SIGNIFICANT ACCOUN_6

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Cash and Cash Equivalents (Details)	12 Months Ended
	Dec. 31, 2022 USD ($) FinancialInstitution	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Cash and Cash Equivalents [Abstract]
Number of financial institution | FinancialInstitution	1
Cash equivalents	$ 0	$ 0
FDIC insured amount	250,000
Total cash and restricted cash in excess of FDIC limits	21,682,144	26,023,593
Cash, Cash Equivalents and Restricted Cash [Abstract]
Cash	22,911,892	26,496,404
Restricted cash	1,778,232	0
Total cash and restricted cash	$ 24,690,124	$ 26,496,404	$ 2,925,475

SUMMARY OF SIGNIFICANT ACCOUN_7

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Accounts Receivable, Contract Assets and Contract Liabilities (Details)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Accounts Receivable, Contract Assets and Contract Liabilities [Abstract]
Loyalty rewards earned percentage	5%
Contract liabilities expected recognition period	24 months
Customer A [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Customers Balances in Excess of 10% of Total Accounts Receivable [Abstract]
Concentration risk percentage	17%	0%
Customer B [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Customers Balances in Excess of 10% of Total Accounts Receivable [Abstract]
Concentration risk percentage	0%	12%
Customer C [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member]
Customers Balances in Excess of 10% of Total Accounts Receivable [Abstract]
Concentration risk percentage	6%	30%
Gift Cards [Member]
Accounts Receivable, Contract Assets and Contract Liabilities [Abstract]
Breakage policy period	24 months
Grocery Loyalty Rewards [Member]
Accounts Receivable, Contract Assets and Contract Liabilities [Abstract]
Breakage policy period	12 months
Vapor Loyalty Rewards [Member]
Accounts Receivable, Contract Assets and Contract Liabilities [Abstract]
Breakage policy period	6 months

SUMMARY OF SIGNIFICANT ACCOUN_8

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Property and Equipment (Details)	12 Months Ended
	Dec. 31, 2022
Minimum [Member]
Property and Equipment [Abstract]
Expected useful life	2 years
Maximum [Member]
Property and Equipment [Abstract]
Expected useful life	10 years

SUMMARY OF SIGNIFICANT ACCOUN_9

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Identifiable Intangible Assets and Goodwill (Details)	12 Months Ended
	Dec. 31, 2022
Minimum [Member]
Identifiable Intangible Assets and Goodwill [Abstract]
Amortization period	4 years
Maximum [Member]
Identifiable Intangible Assets and Goodwill [Abstract]
Amortization period	10 years

SUMMARY OF SIGNIFICANT ACCOU_10

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Advertising (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Advertising [Abstract]
Advertising expenses	$ 146,000	$ 43,000

SUMMARY OF SIGNIFICANT ACCOU_11

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, Income Taxes (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Income Taxes [Abstract]
Unrecognized tax benefits	$ 0	$ 0
Accrued interest and penalties	0	0
Uncertain tax positions	$ 0	$ 0

DISAGGREGATION OF REVENUES (Det

DISAGGREGATION OF REVENUES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment information [Abstract]
Revenue	$ 29,267,003	$ 13,319,854
Total loss	(8,653,084)	(4,740,494)
Retail Vapor [Member]
Segment information [Abstract]
Revenue	257,363	2,084,744
Retail Grocery [Member]
Segment information [Abstract]
Revenue	25,867,061	9,923,137
Food Service/Restaurant [Member]
Segment information [Abstract]
Revenue	3,126,709	1,202,122
Online/e-Commerce [Member]
Segment information [Abstract]
Revenue	15,870	93,600
Wholesale Grocery [Member]
Segment information [Abstract]
Revenue	0	16,182
Wholesale Vapor [Member]
Segment information [Abstract]
Revenue	0	69
Vapor Sales, Net [Member]
Segment information [Abstract]
Revenue	257,363	2,084,813
Grocery Sales, Net [Member]
Segment information [Abstract]
Revenue	$ 29,009,640	$ 11,235,041

INVESTMENT (Details)

INVESTMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2018	Dec. 31, 2022	Dec. 31, 2021
Investment at Fair Value [Abstract]
Investment cost	$ 150,000
Investment of common stock at MJ Holdings, Inc. (in shares)	85,714
Investment		$ 9,771	$ 23,143
Mark to Market [Member]
Investment at Fair Value [Abstract]
Investment		(13,372)	412
Fair Value Measurements Using Quoted Prices in Active Market (Level 1) [Member]
Investment at Fair Value [Abstract]
Investment		$ 23,143	$ 22,731

INVENTORIES (Details)

INVENTORIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Inventories [Abstract]
Inventory write down	$ 1,507,213	$ 707,710
Inventories	3,817,192	1,521,199
Third Party [Member]
Inventories [Abstract]
Inventory write down	1,500,000	700,000
Vapor Business [Member]
Inventories [Abstract]
Inventories	66,828	188,793
Grocery Business [Member]
Inventories [Abstract]
Inventories	$ 3,750,364	$ 1,332,406

NOTES RECEIVABLE AND OTHER IN_3

NOTES RECEIVABLE AND OTHER INCOME (Details) - USD ($)			12 Months Ended
	Aug. 31, 2022	Sep. 06, 2018	Dec. 31, 2022	Dec. 31, 2021
Receivables with Imputed Interest [Abstract]
Proceeds			$ 58,690	$ 56,596
Interest income			$ 59,000	57,000
Promissory Note [Member]
Receivables with Imputed Interest [Abstract]
Payment term			36 months
Loan amount	$ 211,355	$ 582,260
Interest rate	7%	7%
Proceeds	$ 1,500	$ 4,141
Balloon payment	$ 145,931
Extension term			1 year
Remaining balance			$ 189,225	$ 247,915

ACQUISITIONS (Details)

ACQUISITIONS (Details)				1 Months Ended	3 Months Ended	12 Months Ended
	Oct. 14, 2022 USD ($) Store	Feb. 09, 2022 USD ($)	Nov. 30, 2021 USD ($)	Dec. 31, 2022 USD ($) Store	Dec. 31, 2022 USD ($) Store	Dec. 31, 2022 USD ($) Store	Dec. 31, 2021 USD ($)	Feb. 08, 2022 USD ($)	Dec. 31, 2020 USD ($)
Acquisitions [Abstract]
Cash purchase price						$ 10,291,674	$ 75,000
Purchase Price Allocation [Abstract]
Goodwill				$ 5,747,000	$ 5,747,000	5,747,000	916,000		$ 916,000
Change in Fair Value of Contingent Consideration [Abstract]
Beginning balance						0
Remeasurement						(333,100)	0
Ending balance				774,900	$ 774,900	774,900	0
Revenue and Earnings [Abstract]
Revenue						29,267,003	13,319,854
Net income						(7,217,611)	(4,037,459)
Pro Forma Information [Abstract]
Write-off of intangible assets						$ 53,958	0
EIR Hydration [Member]
Pro Forma Information [Abstract]
Asset purchase transaction cost			$ 75,000
Write-off of intangible assets				$ 54,000
Mother Earth's Storehouse [Member]
Acquisitions [Abstract]
Cash purchase price		$ 4,472,500
Cash paid for inventory		677,500
Number of stores | Store				2	2	2
Total Purchase Consideration		$ 5,150,000
Purchase Price Allocation [Abstract]
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 [Abstract]
Intangible assets								1,609,000
Amortization period for goodwill for tax purposes						15 years
Revenue and Earnings [Abstract]
Revenue						$ 11,900,000
Net income						300,000
Mother Earth's Storehouse [Member] | Selling, General and Administrative Expenses [Member]
Acquisitions [Abstract]
Acquisition-related expenses						$ 157,000
Mother Earth's Storehouse [Member] | Trade Names [Member]
Purchase Price Allocation [Abstract]
Intangible assets								513,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets								513,000
Amortization period						8 years
Mother Earth's Storehouse [Member] | Customer Relationships [Member]
Purchase Price Allocation [Abstract]
Intangible assets								683,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets								683,000
Amortization period						6 years
Mother Earth's Storehouse [Member] | Non-Compete Agreement [Member]
Purchase Price Allocation [Abstract]
Intangible assets								413,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets								$ 413,000
Amortization period						5 years
Green's Natural Foods [Member]
Acquisitions [Abstract]
Cash purchase price	$ 5,142,000
Number of stores | Store				8	8	8
Promissory note	3,000,000
Total Purchase Consideration	$ 9,250,000
Interest rate	3.80%
Purchase Price Allocation [Abstract]
Inventory	$ 1,642,000
Property, plant, 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 [Abstract]
Intangible assets	3,251,000
Amortization period for goodwill for tax purposes						15 years
Revenue and Earnings [Abstract]
Revenue						$ 6,300,000
Net income						50,000
Pro Forma Information [Abstract]
Sales						55,103,386	62,858,123
Net loss						(4,685,191)	$ (403,154)
Green's Natural Foods [Member] | Non-Recurring Acquisition-related Expenses [Member]
Acquisitions [Abstract]
Acquisition-related expenses						1,063,000
Green's Natural Foods [Member] | Selling, General and Administrative Expenses [Member]
Acquisitions [Abstract]
Acquisition-related expenses						906,000
Green's Natural Foods [Member] | Fair Market Value - Level 3 [Member]
Change in Fair Value of Contingent Consideration [Abstract]
Beginning balance					$ 1,108,000
Remeasurement					(333,100)
Ending balance	1,108,000			$ 774,900	$ 774,900	$ 774,900
Green's Natural Foods [Member] | Trade Names [Member]
Purchase Price Allocation [Abstract]
Intangible assets	1,133,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets	1,133,000
Amortization period						8 years
Green's Natural Foods [Member] | Customer Relationships [Member]
Purchase Price Allocation [Abstract]
Intangible assets	1,103,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets	1,103,000
Amortization period						6 years
Green's Natural Foods [Member] | Non-Compete Agreement [Member]
Purchase Price Allocation [Abstract]
Intangible assets	1,015,000
Finite-Lived Intangible Assets [Abstract]
Intangible assets	$ 1,015,000
Amortization period						5 years
Sellers [Member]
Acquisitions [Abstract]
Number of stores | Store	8
Total Purchase Consideration	$ 1,108,000

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Property, plant, and equipment [Abstract]
Property and equipment, gross	$ 4,105,933	$ 1,156,270
Less: accumulated depreciation and amortization	(993,025)	(979,282)
Total property, plant, and equipment	3,112,908	176,988
Depreciation expense	300,000	100,000
Displays [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	312,146	305,558
Building [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	575,000	0
Furniture and Fixtures [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	560,256	246,496
Leasehold Improvements [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	1,910,719	136,504
Computer Hardware & Equipment [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	160,210	151,924
Other [Member]
Property, plant, and equipment [Abstract]
Property and equipment, gross	$ 587,602	$ 315,788

GOODWILL AND INTANGIBLE ASSETS,

GOODWILL AND INTANGIBLE ASSETS, Changes in Carrying Amount (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
GOODWILL AND INTANGIBLE ASSETS [Abstract]
Beginning balance	$ 916,000	$ 916,000
Acquisitions	4,831,000	0
Ending balance	$ 5,747,000	$ 916,000

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS, Intangible Assets, Net (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Intangible Assets, Net [Abstract]
Gross carrying amount	$ 7,224,665	$ 2,426,165
Accumulated amortization	(2,219,154)	(1,478,572)
Net carrying amount	5,005,511	947,593
Amortization expense	$ 800,000	400,000
Weighted-average remaining amortization period	5 years
Minimum [Member]
Intangible Assets, Net [Abstract]
Useful lives	4 years
Maximum [Member]
Intangible Assets, Net [Abstract]
Useful lives	10 years
Customer Relationships [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	$ 2,669,000	883,000
Accumulated amortization	(1,033,306)	(685,823)
Net carrying amount	$ 1,635,694	$ 197,177
Customer Relationships [Member] | Minimum [Member]
Intangible Assets, Net [Abstract]
Useful lives	4 years	4 years
Customer Relationships [Member] | Maximum [Member]
Intangible Assets, Net [Abstract]
Useful lives	6 years	5 years
Trade Names [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	$ 2,569,000	$ 923,000
Accumulated amortization	(725,723)	(536,661)
Net carrying amount	$ 1,843,277	$ 386,339
Trade Names [Member] | Minimum [Member]
Intangible Assets, Net [Abstract]
Useful lives	8 years	8 years
Trade Names [Member] | Maximum [Member]
Intangible Assets, Net [Abstract]
Useful lives	10 years	10 years
Patents [Member]
Intangible Assets, Net [Abstract]
Useful lives	10 years	10 years
Gross carrying amount	$ 384,665	$ 372,165
Accumulated amortization	(159,658)	(122,233)
Net carrying amount	225,007	249,932
Non-compete [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	1,602,000	238,000
Accumulated amortization	(300,467)	(133,646)
Net carrying amount	$ 1,301,533	$ 104,354
Non-compete [Member] | Minimum [Member]
Intangible Assets, Net [Abstract]
Useful lives	4 years	4 years
Non-compete [Member] | Maximum [Member]
Intangible Assets, Net [Abstract]
Useful lives	5 years	5 years
Website [Member]
Intangible Assets, Net [Abstract]
Useful lives		4 years
Gross carrying amount		$ 10,000
Accumulated amortization		(209)
Net carrying amount		$ 9,791

GOODWILL AND INTANGIBLE ASSET_3

GOODWILL AND INTANGIBLE ASSETS, Future Annual Estimated Amortization Expense (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Future Annual Estimated Amortization Expense [Abstract]
2023	$ 922,358
2024	922,358
2025	916,858
2026	838,877
2027	694,456
Thereafter	710,604
Net carrying amount	$ 5,005,511	$ 947,593

CONTRACT LIABILITIES (Details)

CONTRACT LIABILITIES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Changes in Contract Liabilities Activity [Roll Forward]
Beginning balance	$ 23,178	$ 21,262
Issued	859,383	39,469
Redeemed	(628,012)	(37,463)
Breakage recognized	(55,943)	(90)
Ending balance	$ 198,606	$ 23,178

DEBT (Details)

DEBT (Details) - USD ($)				12 Months Ended
	Dec. 21, 2021	Nov. 03, 2021	May 03, 2021	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2019	Oct. 14, 2022	Dec. 31, 2020	May 15, 2020
Debt [Abstract]
Debt				$ 2,914,603	$ 3,419
Current portion of long-term debt				(536,542)	(2,604)
Long-term debt				2,378,061	815
Debt Instruments [Abstract]
Line of credit, outstanding				453,232	418,036
Gain on debt settlements				0	767,930
Promissory Note [Member]
Debt [Abstract]
Debt				$ 2,913,788	0
Debt Instruments [Abstract]
Face amount							$ 3,000,000
Loan term				5 years
Interest rate							6%
Other Debt [Member]
Debt [Abstract]
Debt				$ 815	$ 3,419
Term Loan Credit Agreement [Member]
Debt Instruments [Abstract]
Face amount						$ 1,400,000
Debt instrument interest rate					5.50%			5.50%
Repayment of debt	$ 410,000
Term Loan Credit Agreement [Member] | Prime Rate [Member]
Debt Instruments [Abstract]
Basis adjustment to variable rate						1.50%
Paycheck Protection Program [Member]
Debt Instruments [Abstract]
Face amount									$ 876,515
Maturity date				May 06, 2022
Interest rate									1%
Frequency of payment				monthly
Gain on debt settlements			$ 885,227
Revolving Line of Credit [Member]
Debt Instruments [Abstract]
Maximum borrowing capacity		$ 2,000,000
Basis adjustment to variable rate		1%
Percentage of cash secured with funds held from blocked account		100%
Line of credit, outstanding				$ 453,232	$ 418,036

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) User in Millions					12 Months Ended
	Feb. 22, 2022 USD ($)	Feb. 02, 2022 USD ($)	Feb. 26, 2021 USD ($)	Aug. 13, 2018 USD ($) shares	Dec. 31, 2022 USD ($) Lawsuit shares	Dec. 31, 2021 USD ($)	Nov. 30, 2020 USD ($) User
Fontem License Agreement [Member]
Legal Proceedings [Abstract]
Percentage of royalty rate					5.25%
Royalty expense					$ 1,000	$ 12,000
Alleged Claimed Battery Defects For Electronic Cigarette Device [Member]
Legal Proceedings [Abstract]
Number of lawsuits | Lawsuit					2
Alleged Claimed Battery Defects For Electronic Cigarette Device [Member] | Medical Costs [Member]
Legal Proceedings [Abstract]
Damages sought					$ 400,000
Patent Infringement Litigation [Member]
Legal Proceedings [Abstract]
Number of users approached | User							14
Invested amount							$ 3,000,000,000
Attorney fees paid	$ 575,000
Restricted Stock [Member]
Legal Proceedings [Abstract]
Restricted common stock grants (in shares) | shares					5,500,000,000
Chief Executive Officer [Member]
Legal Proceedings [Abstract]
Additional employment agreement term					3 years
Annual base salary				$ 450,000
Severance payments term of base salary					2 years
Options forfeited (in shares) | shares				11,000,000,000
Extension to vesting period					6 months
Second extension to vesting period					6 months
Automatic renewal of agreement term					1 year
Notice period for non-renewal of agreement term					30 days
Chief Executive Officer [Member] | Restricted Stock [Member]
Legal Proceedings [Abstract]
Restricted common stock grants (in shares) | shares				11,000,000,000
Vesting period				1 year
Chief Executive Officer [Member] | Minimum [Member]
Legal Proceedings [Abstract]
Target bonus percentage for 2020				20%
Chief Executive Officer [Member] | Maximum [Member]
Legal Proceedings [Abstract]
Target bonus percentage for 2020				200%
President and Chief Operating Officer [Member]
Legal Proceedings [Abstract]
Annual base salary			$ 400,000
Increment percentage on salary each subsequent year			10%
Automatic renewal of agreement term					1 year
Notice period for non-renewal of agreement term					30 days
Chief Financial Officer [Member]
Legal Proceedings [Abstract]
Annual base salary		$ 300,000
Increment percentage on salary each subsequent year		10%
Automatic renewal of agreement term					1 year
Notice period for non-renewal of agreement term					30 days

STOCKHOLDERS' EQUITY, Equity Co

STOCKHOLDERS' EQUITY, Equity Compensation Plans (Details) - shares	Dec. 31, 2022	Jul. 07, 2015
2015 Equity Incentive Plan [Member]
Equity Compensation Plans [Abstract]
Common stock available for grant (in shares)	5,500,000,000
2015 Equity Incentive Plan [Member] | Maximum [Member]
Equity Compensation Plans [Abstract]
Common stock available for grant (in shares)		100,000,000,000
2009 Equity Incentive Plan [Member]
Equity Compensation Plans [Abstract]
Common stock available for grant (in shares)	0

STOCKHOLDERS' EQUITY, Rights Of

STOCKHOLDERS' EQUITY, Rights Offering (Details) - USD ($)			12 Months Ended
	Jun. 18, 2021	Mar. 29, 2021	Dec. 31, 2022	Dec. 31, 2021
Rights Offering [Abstract]
Common stock shares issued from offering (in shares)	27,046,800,310	1,172,964,218
Subscription price (in dollars per share)	$ 0.001	$ 0.0011
Gross proceeds	$ 27,000,000
Direct financing costs	2,700,000
Net proceeds	$ 24,300,000		$ 0	$ 24,344,317

STOCKHOLDERS' EQUITY, Exchange

STOCKHOLDERS' EQUITY, Exchange Agreement (Details) - USD ($)			12 Months Ended
	Jun. 18, 2021	Mar. 29, 2021	Dec. 31, 2022	Dec. 31, 2021
Exchange Agreement [Abstract]
Issuance of common stock pursuant to exchange agreement		$ 1,300,000		$ 1,407,556
Issuance of common stock (in shares)	27,046,800,310	1,172,964,218
Common stock at a price per share (in dollars per share)	$ 0.001	$ 0.0011
Loss on extinguishment of debt			$ 0	767,930
Loan and Security Agreement [Member]
Exchange Agreement [Abstract]
Face amount		$ 2,700,000
Loss on extinguishment of debt				$ (100,000)

STOCKHOLDERS' EQUITY, Convertib

STOCKHOLDERS' EQUITY, Convertible Preferred Stock (Details)				12 Months Ended
	Aug. 18, 2022 USD ($) $ / shares shares	Feb. 07, 2021 USD ($) Right $ / shares shares	Nov. 17, 2020 Right $ / shares shares	Dec. 31, 2022 $ / shares shares	Dec. 31, 2021 $ / shares shares
Convertible Preferred Stock [Abstract]
Preferred stock, stated value (in dollars per share) | $ / shares				$ 1,000	$ 1,000
Number of preferred shares sold and issued (in shares)				800	800
Series C Convertible Preferred Stock [Member]
Convertible Preferred Stock [Abstract]
Number of warrants exchanged for preferred stock (in shares)			20,150
Preferred stock, stated value (in dollars per share) | $ / shares			$ 1,000
Conversion price (in dollars per share) | $ / shares			$ 0.0001
Convertible preferred stock, voting rights | Right			0
Number of common stock shares issued upon conversion preferred stock (in shares)				0	162,800,000,000
Series D Convertible Preferred Stock [Member]
Convertible Preferred Stock [Abstract]
Preferred stock, stated value (in dollars per share) | $ / shares		$ 1,000
Conversion price (in dollars per share) | $ / shares					$ 0.00064
Convertible preferred stock, voting rights | Right		0
Number of common stock shares issued upon conversion preferred stock (in shares)					6,600,000,000
Number of preferred shares sold and issued (in shares)		5,000
Shares conversion percentage					80%
Aggregate subscription price | $		$ 5,000,000
Convertible Preferred Stock exercised (in shares)					4,200
Number of trading days for conversion of shares					5 days
Series E Convertible Preferred Stock [Member]
Convertible Preferred Stock [Abstract]
Preferred stock, stated value (in dollars per share) | $ / shares	$ 1,000
Number of preferred shares sold and issued (in shares)	14,722
Aggregate subscription price | $	$ 13,250,000
Conversion rate	1.1111
Offering costs | $	$ 410,000
Conversion price (in dollars per share) | $ / shares	$ 0.0001
Liquidation preference (in dollars per share) | $ / shares	$ 1,000
Redemption period				6 months
Common Stock [Member] | Series C Convertible Preferred Stock [Member]
Convertible Preferred Stock [Abstract]
Convertible Preferred Stock exercised (in shares)					162,771,153,001
Common Stock [Member] | Series D Convertible Preferred Stock [Member]
Convertible Preferred Stock [Abstract]
Number of common stock shares issued upon conversion preferred stock (in shares)					0
Convertible Preferred Stock exercised (in shares)					6,562,500,000

STOCKHOLDERS' EQUITY, Share-bas

STOCKHOLDERS' EQUITY, Share-based Awards to Officers and Restricted Stock (Details)						12 Months Ended
	Dec. 14, 2022 USD ($) Director shares	Jan. 01, 2022 USD ($) shares	Jun. 29, 2021 shares	Mar. 30, 2021 shares	Jan. 14, 2021 USD ($) shares	Dec. 31, 2022 USD ($) shares
Equity Securities, Restricted [Abstract]
Number of directors, stock granted | Director	2
Restricted Stock [Member]
Summary of Unvested Stock Options [Abstract]
Unvested, Beginning (in shares)		0				0
Granted (in shares)						5,500,000,000
Vested (in shares)						0
Forfeited (in shares)						0
Unvested, Ending (in shares)						5,500,000,000
Weighted Average Exercise Price [Abstract]
Unvested, Beginning | $		$ 0				$ 0
Granted | $						284,677
Vested | $						0
Forfeited | $						0
Unvested, Ending | $						$ 284,677
Restricted Stock [Member] | Officers and a Director [Member]
Equity Securities, Restricted [Abstract]
Percentage of increase in restricted stock grants from its original award agreement to officers					10%
Common stock fair value | $					$ 225,000
Summary of Unvested Stock Options [Abstract]
Granted (in shares)					2,300,000,000
Forfeited (in shares)			(3,090,000,000)	(3,090,000,000)
Restricted Stock [Member] | Directors [Member]
Equity Securities, Restricted [Abstract]
Common stock fair value | $	$ 400,000
Summary of Unvested Stock Options [Abstract]
Granted (in shares)	4,000,000,000
Restricted Stock [Member] | Non-Employee [Member]
Equity Securities, Restricted [Abstract]
Common stock fair value | $		$ 150,000
Summary of Unvested Stock Options [Abstract]
Granted (in shares)		1,500,000,000

STOCKHOLDERS' EQUITY, Stock Opt

STOCKHOLDERS' EQUITY, Stock Options Activity (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Weighted Average Remaining Term and Aggregate Intrinsic Value [Abstract]
Stock-based compensation expense	$ 72,222	$ 34,375
Stock Options [Member]
Summary of Options Activity [Abstract]
Outstanding, Beginning (in shares)	67,587,230,680	69,862,230,680
Options granted (in shares)	0	0
Options exercised (in shares)	0
Options forfeited or expired (in shares)	0	(2,275,000,000)
Outstanding, Ending (in shares)	67,587,230,680	67,587,230,680	69,862,230,680
Exercisable (in shares)	67,587,230,680
Weighted Average Exercise Price [Abstract]
Outstanding, Beginning (in dollars per share)	$ 0	$ 0
Options granted (in dollars per share)	0	0
Options exercised (in dollars per share)	0
Options forfeited or expired (in dollars per share)	0	0
Outstanding, Ending (in dollars per share)	0	$ 0	$ 0
Exercisable (in dollars per share)	$ 0
Weighted Average Remaining Term and Aggregate Intrinsic Value [Abstract]
Weighted average remaining term, outstanding	4 years	5 years	6 years
Weighted average remaining term, exercisable	4 years
Aggregate intrinsic value, outstanding	$ 0	$ 0	$ 0
Aggregate intrinsic value, exercisable	$ 0

STOCKHOLDERS' EQUITY, Income (L

STOCKHOLDERS' EQUITY, Income (Loss) Per Share (Details) - shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Common Share Equivalents Excluded from Calculation of Basic and Dilutive Income (Loss) Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	221,557,230,680	68,837,230,680
Basic and Diluted Net Income (Loss) Per Share [Abstract]
Basic (in shares)	339,741,632,384	307,912,959,368
Diluted (in shares)	339,741,632,384	307,912,959,368
Preferred Stock [Member]
Common Share Equivalents Excluded from Calculation of Basic and Dilutive Income (Loss) Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	148,470,000,000	1,250,000,000
Stock Options [Member]
Common Share Equivalents Excluded from Calculation of Basic and Dilutive Income (Loss) Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	67,587,230,680	67,587,230,680
Restricted Stock [Member]
Common Share Equivalents Excluded from Calculation of Basic and Dilutive Income (Loss) Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	5,500,000,000	0

LEASE, Summary (Details)

LEASE, Summary (Details)	Dec. 31, 2022
Maximum [Member]
Operating Leases [Abstract]
Lease agreements term	20 years

LEASE, Maturity of Lease Liabil

LEASE, Maturity of Lease Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Maturity of Lease Liabilities by Fiscal Year [Abstract]
2023	$ 2,572,637
2024	1,995,148
2025	1,688,859
2026	1,504,408
2027	1,177,509
Thereafter	2,934,186
Total undiscounted operating lease payments	11,872,747
Less: Imputed interest	(1,602,391)
Present value of operating lease liabilities	$ 10,270,356	$ 3,122,349

LEASE, Balance Sheet Classifica

LEASE, Balance Sheet Classification and Other Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Balance Sheet Classification [Abstract]
Right of use asset	$ 10,604,935	$ 3,543,930
Operating lease liability, current	2,228,852	437,328
Operating lease liability, net of current	8,041,504	2,685,021
Total operating lease liabilities	10,270,356	3,122,349
Amortization of right-of-use asset	$ 1,164,027	$ 534,691
Other Information [Abstract]
Weighted-average remaining lease term for operating leases	6 years
Weighted-average discount rate for operating leases	3.83%

LEASE, Components of Lease Cost

LEASE, Components of Lease Cost (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Components of Lease Cost [Abstract]
Operating lease cost	$ 759,207
Variable lease cost	403,329
Short-term lease cost	377,024
Total rent expense	1,539,560	$ 900,000
Cash paid for leasing arrangement	$ 1,077,000

INCOME TAXES, Reconciliation of

INCOME TAXES, Reconciliation of Tax Expense (Benefit) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES [Abstract]
U.S. federal statutory rate	$ (1,515,700)	$ (847,867)
State and local taxes, net of federal benefit	(359,643)	(111,900)
Change in valuation allowance	2,733,655	734,615
True-up & deferred adjustment	144	11,441
Stock based compensation	0	8,171
Forgiveness of PPP loan	0	(210,432)
Other permanent items	0	0
Change in tax rate	(252,392)	89,360
Expired warrants	0	0
Other	(606,064)	326,612
Income tax expense (benefit)	$ 0	$ 0

INCOME TAXES, Deferred Tax Asse

INCOME TAXES, Deferred Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2022	Dec. 31, 2021
Deferred tax assets [Abstract]
Net operating losses	$ 17,030,852	$ 14,136,491
Inventory reserves and allowances	0	30,156
Unrealized loss on investment	36,436	0
Accrued Expenses and Deferred Income	149,402	136,686
Charitable contribution	5,737	5,134
Stock based compensation	2,099,241	1,903,413
Net book value of fixed assets	0	1,961
Net book value of intangible assets	314,775	671,954
ASC 842 - Lease Accounting	44,484	33,891
Total deferred tax assets	19,680,927	16,919,686
Deferred tax liabilities [Abstract]
Net book value of fixed assets	(27,540)	0
Total deferred tax liabilities	(27,540)	0
Net deferred tax assets	19,653,342	16,919,686
Valuation allowance	(19,653,342)	(16,919,686)
Net deferred tax assets	$ 0	$ 0

INCOME TAXES, Other Information

INCOME TAXES, Other Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
INCOME TAXES [Abstract]
Change in valuation allowance	$ 19,653,342	$ 16,919,686
Increase in valuation allowance	2,733,655	$ 734,615
Payroll and Wages Expenses [Member]
Operating Loss Carryforwards [Abstract]
Employee refundable credit	932,574
U.S. Federal [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	69,600,000
U.S. Federal [Member] | 2032 through 2037 [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	46,300,000
U.S. Federal [Member] | No Expiration Date [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	23,300,000
State [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	54,000,000
State [Member] | 2032 through 2037 [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	36,300,000
State [Member] | No Expiration Date [Member]
Operating Loss Carryforwards [Abstract]
Operating Loss Carryforwards	$ 17,700,000

SEGMENT INFORMATION (Details)

SEGMENT INFORMATION (Details) - USD ($)	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021
Segment Reporting Information, Profit (Loss) [Abstract]
Net sales	$ 29,267,003	$ 13,319,854
Segment gross profit	10,224,218	5,292,554
Corporate expenses	18,877,302	10,033,048
LOSS FROM OPERATIONS	(8,653,084)	(4,740,494)
Corporate other income (expense), net	1,435,473	703,035
NET LOSS	(7,217,611)	(4,037,459)
Depreciation and amortization	1,061,615	497,408
Vapor [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Net sales	257,363	2,084,813
Grocery [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Net sales	29,009,640	11,235,041
Operating Segments [Member] | Vapor [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Net sales	257,363	2,084,813
Segment gross profit	144,483	1,245,214
Depreciation and amortization	19,000	1,000
Operating Segments [Member] | Grocery [Member]
Segment Reporting Information, Profit (Loss) [Abstract]
Net sales	29,009,640	11,235,041
Segment gross profit	10,079,735	4,047,340
Depreciation and amortization	$ 1,000,000	$ 500,000

EMPLOYEE RETENTION CREDITS (Det

EMPLOYEE RETENTION CREDITS (Details)	Dec. 31, 2022 USD ($)
EMPLOYEE RETENTION CREDITS [Abstract]
Eligible amount of employee retention credit	$ 930,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member] - USD ($)	Mar. 30, 2023	Mar. 23, 2023
Subsequent Event [Abstract]
Percentage of stated value of preferred stock will be paid to purchaser upon conversion		10%
Series E Convertible Preferred Stock [Member]
Subsequent Event [Abstract]
Issuance of common stock (in shares)	6,600,000,000
Stock redeemed (in shares)	556
Stock redeemed	$ 556,000