Healthier Choices Management (HCMC) 10-Q 24 Jul 23 2023 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2023	Jul. 21, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Period End Date	Jun. 30, 2023
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Document Transition Report	false
Entity File Number	001-36469
Entity Registrant Name	HEALTHIER CHOICES MANAGEMENT CORP.
Entity Central Index Key	0000844856
Entity Incorporation, State or Country Code	DE
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
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
Entity Shell Company	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HCMC
Security Exchange Name	NONE
Entity Common Stock, Shares Outstanding		463,266,632,384

CONDENSED CONSOLIDATED BALANCE

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 8,481,915	$ 22,911,892
Accounts receivable, net	92,649	55,815
Notes receivable	156,297	189,225
Inventories	3,765,070	3,817,192
Prepaid expenses and vendor deposits	826,611	322,182
Investment	1,371	9,771
Other current assets	1,004,809	1,224,171
Restricted cash	628,232	1,778,232
TOTAL CURRENT ASSETS	14,956,954	30,308,480
Property, plant, and equipment, net of accumulated depreciation	2,974,629	3,112,908
Intangible assets, net of accumulated amortization	4,544,332	5,005,511
Goodwill	5,747,000	5,747,000
Right of use asset - operating lease, net	10,634,634	10,604,935
Other assets	481,426	476,196
TOTAL ASSETS	39,338,975	55,255,030
CURRENT LIABILITIES
Accounts payable and accrued expenses	5,133,314	5,715,234
Contingent consideration	372,000	774,900
Contract liabilities	147,469	198,606
Line of credit	453,232	453,232
Current portion of loan payment	552,001	536,542
Operating lease liability, current	1,965,888	2,228,852
TOTAL CURRENT LIABILITIES	8,623,904	9,907,366
Loan payable, net of current portion	2,097,932	2,378,061
Operating lease liability, net of current	8,395,274	8,041,504
TOTAL LIABILITIES	19,117,110	20,326,931
COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)
CONVERTIBLE PREFERRED STOCK
Series E redeemable convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,944 shares and 14,722 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $1.9 million and $14.7 million as of June 30, 2023 and December 31, 2022, respectively	1,944,425	14,722,075
STOCKHOLDERS' EQUITY
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of June 30, 2023 and December 31, 2022, 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; 463,266,632,384 and 339,741,632,384 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	46,326,663	33,974,163
Additional paid-in capital	19,324,774	29,045,802
Accumulated deficit	(48,173,997)	(43,613,941)
TOTAL STOCKHOLDERS' EQUITY	18,277,440	20,206,024
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY	$ 39,338,975	$ 55,255,030

CONDENSED CONSOLIDATED BALANC_2

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Millions	Jun. 30, 2023	Dec. 31, 2022
CONVERTIBLE PREFERRED STOCK
Series E convertible preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Series E convertible preferred stock, authorized (in shares)	14,722	14,722
Series E convertible preferred stock, issued (in shares)	1,944	14,722
Series E convertible preferred stock, outstanding (in shares)	1,944	14,722
Series E convertible preferred stock, aggregate liquidation preference	$ 1.9	$ 14.7
STOCKHOLDERS' EQUITY
Series D convertible preferred stock, par value (in dollars per share)	$ 1,000	$ 1,000
Series D convertible preferred stock, authorized (in shares)	5,000	5,000
Series D convertible preferred stock, issued (in shares)	800	800
Series D convertible preferred stock, outstanding (in shares)	800	800
Series D convertible 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)	463,266,632,384	339,741,632,384
Common stock, shares outstanding (in shares)	463,266,632,384	339,741,632,384

CONDENSED CONSOLIDATED STATEMEN

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
SALES
SALES, NET	$ 13,574,896	$ 6,132,060	$ 27,134,640	$ 11,180,613
GROSS PROFIT	5,081,683	2,330,873	9,996,074	4,303,387
OPERATING EXPENSES	8,261,343	3,699,273	15,158,780	7,026,693
LOSS FROM OPERATIONS	(3,179,660)	(1,368,400)	(5,162,706)	(2,723,306)
OTHER INCOME (EXPENSE)
(Loss) gain on investment	(3,943)	1,800	(8,400)	5,314
Change in contingent consideration	425,000	0	402,900	0
Other income, net	4,600	6,175	9,250	23,049
Interest income, net	101,248	14,910	198,900	31,513
Total other income (expense), net	526,905	22,885	602,650	59,876
Net loss	(2,652,755)	(1,345,515)	(4,560,056)	(2,663,430)
Induced conversions of Preferred Stock	(91,500)	0	(152,500)	0
Net loss attributable to common stockholders	$ (2,744,255)	$ 0	$ (4,712,556)	$ 0
NET LOSS PER SHARE-BASIC (in dollars per share)	$ 0	$ 0	$ 0	$ 0
NET LOSS PER SHARE-DILUTED (in dollars per share)	$ 0	$ 0	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC (in shares)	353,854,819,196	339,741,632,384	347,796,604,758	339,741,632,384
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-DILUTED (in shares)	353,854,819,196	339,741,632,384	347,796,604,758	339,741,632,384
Vapor [Member]
SALES
SALES, NET	$ 0	$ 5,997	$ 38	$ 255,560
Cost of sales	0	562	653	112,246
Grocery [Member]
SALES
SALES, NET	13,574,896	6,126,063	27,134,602	10,925,053
Cost of sales	$ 8,493,213	$ 3,800,625	$ 17,137,913	$ 6,764,980

CONDENSED CONSOLIDATED STATEM_2

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY - USD ($)	Preferred Stock [Member]	Preferred Stock [Member] Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-In Capital [Member]	Accumulated Deficit [Member]	Total	Series E Convertible Preferred Stock [Member]
Balance at Dec. 31, 2021						$ 0
Balance (in shares) at Dec. 31, 2021						0
Balance at Jun. 30, 2022						$ 0
Balance (in shares) at Jun. 30, 2022						0
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 Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)						0
Induced conversions of Preferred Stock						$ 0
Net loss	$ 0		$ 0	0	(2,663,430)	(2,663,430)
Balance at Jun. 30, 2022		$ 800,000	$ 33,974,163	30,855,824	(39,059,760)	26,570,227
Balance (in shares) at Jun. 30, 2022		800	339,741,632,384
Balance at Mar. 31, 2022						$ 0
Balance (in shares) at Mar. 31, 2022						0
Balance at Jun. 30, 2022						$ 0
Balance (in shares) at Jun. 30, 2022						0
Balance at Mar. 31, 2022		$ 800,000	$ 33,974,163	30,855,824	(37,714,245)	$ 27,915,742
Balance (in shares) at Mar. 31, 2022		800	339,741,632,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock options exercised (in shares)						0
Induced conversions of Preferred Stock						$ 0
Net loss	0		$ 0	0	(1,345,515)	(1,345,515)
Balance at Jun. 30, 2022		$ 800,000	$ 33,974,163	30,855,824	(39,059,760)	26,570,227
Balance (in shares) at Jun. 30, 2022		800	339,741,632,384
Balance at Dec. 31, 2022						$ 14,722,075
Balance (in shares) at Dec. 31, 2022						14,722
Increase (Decrease) in Convertible Preferred Stock [Roll Forward]
Series E convertible preferred stock redeemed						$ (11,192,650)
Series E convertible preferred stock redeemed (in shares)						(11,193)
Conversion of series E convertible preferred stock						$ (1,585,000)
Conversion of series E convertible preferred stock (in shares)						(1,585)
Balance at Jun. 30, 2023						$ 1,944,425
Balance (in shares) at Jun. 30, 2023						1,944
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
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Series E convertible preferred stock redeemed	$ 0		$ 0	22,222	0	$ 22,222
Series E convertible preferred stock redeemed (in shares)	0		0
Stock options exercised (in shares)						0
Conversion of series E convertible preferred stock	$ 0		$ 1,585,000	0	0	$ 1,585,000
Conversion of series E convertible preferred stock (in shares)	0		15,850,000,000				15,850,000,000
Issuance of award stock	$ 0		$ 10,767,500	(10,767,500)	0	0
Issuance of award stock (in shares)	0		107,675,000,000
Induced conversions of Preferred Stock	$ 0		$ 0	(152,500)	0	(152,500)
Stock-based compensation expense	0		0	1,176,750	0	1,176,750
Net loss	0		0	0	(4,560,056)	(4,560,056)
Balance at Jun. 30, 2023		$ 800,000	$ 46,326,663	19,324,774	(48,173,997)	18,277,440
Balance (in shares) at Jun. 30, 2023		800	463,266,632,384
Balance at Mar. 31, 2023						$ 13,496,525
Balance (in shares) at Mar. 31, 2023						13,496
Increase (Decrease) in Convertible Preferred Stock [Roll Forward]
Series E convertible preferred stock redeemed						$ (10,637,100)
Series E convertible preferred stock redeemed (in shares)						(10,637)
Conversion of series E convertible preferred stock						$ (915,000)
Conversion of series E convertible preferred stock (in shares)						(915)
Balance at Jun. 30, 2023						$ 1,944,425
Balance (in shares) at Jun. 30, 2023						1,944
Balance at Mar. 31, 2023		$ 800,000	$ 34,644,163	29,034,802	(45,521,242)	$ 18,957,723
Balance (in shares) at Mar. 31, 2023		800	346,441,632,384
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Series E convertible preferred stock redeemed	$ 0		$ 0	22,222	0	$ 22,222
Series E convertible preferred stock redeemed (in shares)	0		0
Stock options exercised (in shares)						0
Conversion of series E convertible preferred stock	$ 0		$ 915,000	0	0	$ 915,000
Conversion of series E convertible preferred stock (in shares)	0		9,150,000,000				9,150,000,000
Issuance of award stock	$ 0		$ 10,767,500	(10,767,500)	0	0
Issuance of award stock (in shares)	0		107,675,000,000
Induced conversions of Preferred Stock	$ 0		$ 0	(91,500)	0	(91,500)
Stock-based compensation expense	0		0	1,126,750	0	1,126,750
Net loss	$ 0		0	0	(2,652,755)	(2,652,755)
Balance at Jun. 30, 2023		$ 800,000	$ 46,326,663	$ 19,324,774	$ (48,173,997)	$ 18,277,440
Balance (in shares) at Jun. 30, 2023		800	463,266,632,384

CONDENSED CONSOLIDATED STATEM_3

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (4,560,056)	$ (2,663,430)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	747,485	422,078
Loss (gain) on investment	8,400	(5,314)
Amortization of right-of-use asset	1,063,591	377,216
Write-down of obsolete and slow-moving inventory	951,373	73,640
Stock-based compensation expense	1,176,750	0
Change in contingent consideration	(402,900)	0
Changes in operating assets and liabilities:
Accounts receivable	(36,834)	(2,157)
Inventories	(899,251)	(189,138)
Prepaid expenses and vendor deposits	(670,178)	212,226
Other current assets	219,362	0
Other assets	(5,230)	(33,941)
Accounts payable and accrued expenses	(197,306)	528,247
Contract liabilities	(51,137)	(249,700)
Lease liability	(1,002,484)	(340,611)
NET CASH USED IN OPERATING ACTIVITIES	(3,658,415)	(1,870,884)
INVESTING ACTIVITIES
Acquisition of Mother Earth's Storehouse	0	(5,150,000)
Collection of note receivable	32,928	27,122
Purchases of property and equipment	(148,027)	(213,133)
NET CASH USED IN INVESTING ACTIVITIES	(115,099)	(5,336,011)
FINANCING ACTIVITIES
Proceeds from line of credit	0	35,196
Principal payments on loan payable	(264,670)	(1,285)
Payment of induced conversions of preferred stock	(152,500)	0
Payments for deferred offering costs	(218,865)	0
Payment for series E preferred stock redemption	(11,170,428)	0
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(11,806,463)	33,911
NET DECREASE IN CASH AND RESTRICTED CASH	(15,579,977)	(7,172,984)
CASH AND RESTRICTED CASH - BEGINNING OF PERIOD	24,690,124	26,496,404
CASH AND RESTRICTED CASH - END OF PERIOD	9,110,147	19,323,420
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	87,008	2,910
Cash paid for income tax	0	0
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with series E preferred stock conversion	1,585,000	0
Right-of-use assets obtained in exchange for operating lease liabilities	1,093,290	1,797,667
1% stated value reduction on preferred stock redemption	22,222	0
Non-cash deferred offering cost	$ 384,614	$ 0

ORGANIZATION

ORGANIZATION	6 Months Ended
	Jun. 30, 2023
ORGANIZATION [Abstract]
ORGANIZATION	Note 1. ORGANIZATION 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, a business that 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, Inc, 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. Spin-Off The Company has commenced steps to spin off (“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 wellness verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. Following the Spin-Off, HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Shares of HCMC’s common stock outstanding as of the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive a certain number of shares of Common Stock in 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 12 Stockholder Equity.

LIQUIDITY

LIQUIDITY	6 Months Ended
	Jun. 30, 2023
LIQUIDITY [Abstract]
LIQUIDITY	Note 2. LIQUIDITY The accompanying unaudited condensed 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. The Company currently and historically has reported net losses and cash outflows from operations. $ million we have no commitments to obtain such additional financing, and

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Jun. 30, 2023
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	Note 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023. The condensed consolidated balance sheet as of December 31, 2022 was derived from the Company’s audited 2022 financial statements contained in the above referenced Form 10-K. Results of the six months ended June 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2022 Annual Report. Reclassification Certain amounts in the condensed consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net income (loss). $150,000 inventory shrink was originally presented in the statement of cash flow under change in operating assets inventory in cash used in operating activities for six months ended June 30, 2022, it was reclassified to write-down of obsolete and slow-moving inventory under cash used in operating activities in the statement of cash flow. The was presented under Other (expense) income, net in the statement of operations for three months ended March 31, 2023. For the three months ended June 30, 2023, the Company presented the change in fair value remeasurement as a separate line in the statement of operations.

CONCENTRATIONS

CONCENTRATIONS	6 Months Ended
	Jun. 30, 2023
CONCENTRATIONS [Abstract]
CONCENTRATIONS	Note 4. CONCENTRATIONS Cash and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash is concentrated in one large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. The Company did not have any cash equivalent as of June 30, 2023, and December 31, 2022. A summary of the financial institution that had cash in excess of FDIC limits of $250,000 on June 30, 2023 and December 31, 2022 is presented below: June 30, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ $ 7,458,162 $ 21,682,144 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 and restricted cash to amounts shown in unaudited c : June 30, 2023 June 30, 2022 Cash $ 8,481,915 $ 19,323,420 Restricted cash 628,232 - Total cash and restricted cash $ 9,110,147 $ 19,323,420 Restricted Cash The Company’s restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 securities 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 Stock. The balance also included cash held in the collateral account to cover the cash draw from the line of credit.

SEGMENT INFORMATION AND DISAGGR

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES	6 Months Ended
	Jun. 30, 2023
SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES [Abstract]
SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES	Note 5. SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES In accordance with FASB ASC 280, "Disclosures about Segment of an enterprise and related information", the Company determined it has two reportable segments: grocery and vapor. There are no inter-segment revenues. The Company's general and administrative costs are not segment specific. As a result, all operating expenses are not managed on segment basis. The tables below present information about reportable segments for the three months and six months ended June 30, 2023, and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Vapor $ - $ 5,997 $ 38 $ 255,560 Grocery 13,574,896 6,126,063 27,134,602 10,925,053 Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613 Retail Vapor $ - $ 5,997 $ - $ 255,560 Retail Grocery 12,017,526 5,478,523 24,067,596 9,756,535 Food service/restaurant 1,555,372 643,760 3,062,948 1,158,846 Online/eCommerce 1,998 3,780 4,096 9,672 Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613 Loss from operations-Vapor (10,724 ) (15,495 ) (17,397 ) (34,462 ) (Loss) income from operations-Grocery (185,923 ) 146,114 (462,763 ) 310,049 Corporate items (2,983,013 ) (1,499,019 ) (4,682,546 ) (2,998,893 ) Total loss from operations $ (3,179,660 ) $ (1,368,400 ) $ (5,162,706 ) $ (2,723,306 )

NOTES RECEIVABLE AND OTHER INCO

NOTES RECEIVABLE AND OTHER INCOME	6 Months Ended
	Jun. 30, 2023
NOTES RECEIVABLE AND OTHER INCOME [Abstract]
NOTES RECEIVABLE AND OTHER INCOME	Note 6. NOTES RECEIVABLE AND OTHER INCOME On September 6, 2018, the Company entered into a secured, -month promissory note with VPR Brands L.P. for $ . The Note bears an interest rate of , which payments thereunder are $ 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 Note (the "Amended Note") with VPR Brands L.P. to extend the he outstanding balance for the Amended Note is $ . The Amended Note bears an interest rate of , which payments thereunder are $ weekly, with such payments commencing as of September 3, 2022. The Amended Note has a balloon payment of $ for all remaining accrued interest and principal balance due in the final week of the -year extension of the Amended Note. A summary of the Amended Note as of June 30, 2023 and December 31, 2022 is presented below: Description June 30, 2023 December 31, 2022 Promissory Note $ 156,297 $ 189,225

ACQUISITION

ACQUISITION	6 Months Ended
	Jun. 30, 2023
ACQUISITION [Abstract]
ACQUISITION	Note 7. ACQUISITION 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 June 30, 2023: 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 Remeasurement (402,900 ) Balance as of June 30, 2023 $ 372,000 The following table summarizes the change in fair value of contingent consideration for the three months ended June 30, 2023: Fair Market Value - Level 3 Balance as of March 31, 2023 $ 797,000 Remeasurement (425,000 ) Balance as of June 30, 2023 $ 372,000 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 Earnings The following table represents the combined pro forma revenue and net loss for the three and six months ended June 30, 2022: For Three Months Ended June 30, 2022 For Six Months Ended June 30, 2022 Sales $ 13,875,928 $ 27,032,375 Net loss $ (1,769,171 ) $ (3,354,452 ) The combined proforma revenue and net loss for the three and six months period ended June 30, 2022 were prepared as though acquisition occurred as of January 1, 2022.

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	6 Months Ended
	Jun. 30, 2023
PROPERTY, PLANT, AND EQUIPMENT [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	Note 8. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consist of the following: June 30, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 580,668 560,256 Leasehold improvements 1,910,719 1,910,719 Computer hardware & equipment 186,654 160,210 Other 688,773 587,602 4,253,960 4,105,933 Less: accumulated depreciation and amortization (1,279,331 ) (993,025 ) Total property, plant, and equipment, net $ 2,974,629 $ 3,112,908 The Company incurred approximately $ and $ of depreciation expense for the and , and $ and $ of depreciation expense for the six months ended June 30, 2023 and 2022, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS [Abstract]
INTANGIBLE ASSETS	Note 9. INTANGIBLE ASSETS Intangible assets, net are as follows: June 30, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8-10 years $ 2,569,000 $ (876,036) $ 1,692,964 Customer relationships 4-6 years 2,669,000 (1,182,139) 1,486,861 Patents 10 years 384,665 (178,891) 205,774 Non-compete 4-5 years 1,602,000 (443,267) 1,158,733 Intangible assets, net $ 7,224,665 $ (2,680,333) $ 4,544,332 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8-10 years $ 2,569,000 (725,723) $ 1,843,277 Customer relationships 4-6 years 2,669,000 (1,033,306) 1,635,694 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 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $230,277 and $165,100 for the three months ended June 30, 2023 and 2022, and $461,179 and $308,486 for the six months ended June 30, 2023 and 2022, respectively. Future annual estimated amortization expense is as follows: Years ending December 31, 2023 (remaining six months) $ 461,179 2024 922,358 2025 916,858 2026 838,877 2027 694,457 Thereafter 710,603 Total $ 4,544,332

CONTRACT LIABILITIES

CONTRACT LIABILITIES	6 Months Ended
	Jun. 30, 2023
CONTRACT LIABILITIES [Abstract]
CONTRACT LIABILITIES	Note 10. CONTRACT LIABILITIES A summary of the contract liabilities activity at June 30, 2023 and December 31, 2022 is presented below: June 30, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 23,178 Issued 638,501 859,383 Redeemed (635,391 ) (628,012 ) Breakage recognized (54,247 ) (55,943 ) Ending balance $ 147,469 $ 198,606

DEBT

DEBT	6 Months Ended
	Jun. 30, 2023
DEBT [Abstract]
DEBT	Note 11. DEBT The following table provides a breakdown of the Company's debt as of June 30, 2023 and December 31, 2022 is presented below: _ June 30, 2023 December 31, 2022 Promissory note $ 2,649,933 $ 2,913,788 Other debt - 815 Total debt $ 2,649,933 $ 2,914,603 Current portion of long-term debt (552,001 ) (536,542 ) Long-term debt $ 2,097,932 $ 2,378,061

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	6 Months Ended
	Jun. 30, 2023
STOCKHOLDERS' EQUITY [Abstract]
STOCKHOLDERS' EQUITY	Note 12. STOCKHOLDERS’ EQUITY Series E Convertible Preferred Stock On August 18, 2022, the Company entered into a Securities Purchase Agreement ("Series E Preferred Stock") The HCMC Series E Preferred Stock has voting rights on as converted basis at the Company’s next stockholders’ meeting. However, as long as any shares of HCMC Series E 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 Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCMC Series E Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCMC Series E 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 Series E 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 Series E 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 Series E 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. On March 1, 2023, the Company entered into a First Amendment to HCMC Series E Preferred Stock with each purchaser ("Purchaser") identified as those who participated in the HCMC Series E Preferred Stock, dated as of August 18, 2022. The parties amended the HCMC Preferred Stock related to the conversion payment whereby upon conversion of the Series E Preferred Stock prior to the record date for the Spin-Off, the Company will pay the Purchaser ten percent (10%) of the stated value of the Series E Preferred Stock converted. The record date was May 1, 2023. On May 15 th , the Company and the Purchaser entered into the Second Amendment to the Securities Purchase Agreement, pursuant to which the Company agreed to extend the time period for the Conversion Payment eligibility to December 1, 2023. The Company filed an amendment to the Certificate of Designation to make the redemption price of the Preferred Stock (the “Redemption Price”) equal the Stated Value regardless of the date on which it is redeemed. Prior to this amendment, the Redemption Price was discounted by for each month after the anniversary of the Issue Date that the Purchaser elected not to redeem. For the three months ended June 30, 2023, 9,150,000,000 shares of common stock were issued as a result of the Series E preferred stock conversion. 10,637 shares of Series E preferred stock were redeemed and approximately $10,615,000 was paid for the redemptions. As of June 30, 2023, 15,850,000,000 shares of common stock were issued as a result of the Series E preferred stock conversion. 11,193 shares of Series E preferred stock was redeemed and approximately $11,170,000 was paid for redemption. 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 of Healthy Choice Wellness Corp. ("HCWC") in the same subscription amounts that the Purchasers paid for the HCMC Series E Preferred Stock. HCWC is the HCMC subsidiary that will be spun off to HCMC’s stockholders in connection with the spin off of HCMC’s grocery and wellness businesses. Stock Options and Restricted Stock During the six months ended June 30, 2023 and 2022, no stock options of the Company were exercised into common stock. On April 23, 2023, the Board of Directors (the “Board”) of HCMC approved the Second Amendment to the 2015 Equity Incentive Plan (the “Amended Plan”). The Amended Plan increased the number of shares of HCMC common stock authorized for issuance under the Amended Plan to shares. On April 23, 2023, HCMC’s board of directors has approved the issuance of approximately an additional shares of restricted common stock to the employees and executive officers of HCMC. Each grant of restricted common stock will commence vesting of of the award on February 1, 2024 and will vest in increments on the last day of each calendar quarter thereafter through September 30, 2025. During the three months ended and , the Company recognized stock-based compensation of approximately $ and $ , respectively in connection with amortization of restricted stock and stock options. During the six months ended and , the Company recognized stock-based compensation of approximately $ ,000 and $ , respectively. Stock based compensation is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations. Income (Loss) Per Share The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: As of June 30, 2023 2022 Preferred stock 20,694,000,000 1,250,000,000 Stock options 67,587,000,000 67,587,000,000 Restricted stock 5,500,000,000 - Total 93,781,000,000 68,837,000,000 The difference between our common shares outstanding as of June 30, 2023 of 463,266,632,384, and the weighted average number of common shares outstanding in our basic and diluted net loss per share is the exclusion of 107,675,000,000 shares of restricted common stock outstanding which are unvested as of June 30, 2023. There are no other reconciling items except for differences resulting from computing share issuances on a weighted average basis.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Jun. 30, 2023
COMMITMENTS AND CONTINGENCIES [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES 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 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. 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 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. On December 3, 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. On December 14, 2021, the Company filed a notice of appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. The appeal brief was filed on February 28, 2022. On December 3, 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 $ in attorneys’ fees to be paid by the Company. HCMC appealed this ruling on June 22, 2022. On April 12, 2023, the U.S. Court of Appeals for the Federal Circuit ruled in favor of HCMC on two separate appeals it had filed in its patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. pending in the district court for the Northern District of Georgia. In the first appeal, HCMC appealed the ruling of the District Court dismissing HCMC’s patent infringement action and denying HCMC’s motion to amend its pleading. In the second appeal, HCMC appealed the District Court’s award of attorneys’ fees to Philip Morris. In its decisions, the Federal Circuit ruled for HCMC by reversing both of those decisions and remanded the case back to the District Court for further proceedings. As a result of the ruling, the Company reversed the $575,000 which was previously fully provisioned during the three months ended March 31, 2023. From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is 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 as of . With respect to legal costs, we record such costs as incurred.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	6 Months Ended
	Jun. 30, 2023
SUBSEQUENT EVENTS [Abstract]
SUBSEQUENT EVENTS	Note SUBSEQUENT EVENTS On July 7, 2023, the Company entered into a patent licensing agreement for of its patents in the vape segment. The Company as the licensor, grants

ORGANIZATION (Policies)

ORGANIZATION (Policies)	6 Months Ended
	Jun. 30, 2023
ORGANIZATION [Abstract]
Spin-Off	Spin-Off The Company has commenced steps to spin off (“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 wellness verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. Following the Spin-Off, HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Shares of HCMC’s common stock outstanding as of the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive a certain number of shares of Common Stock in 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 12 Stockholder Equity.

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Jun. 30, 2023
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES [Abstract]
Reclassification	Reclassification Certain amounts in the condensed consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net income (loss). $150,000 inventory shrink was originally presented in the statement of cash flow under change in operating assets inventory in cash used in operating activities for six months ended June 30, 2022, it was reclassified to write-down of obsolete and slow-moving inventory under cash used in operating activities in the statement of cash flow. The was presented under Other (expense) income, net in the statement of operations for three months ended March 31, 2023. For the three months ended June 30, 2023, the Company presented the change in fair value remeasurement as a separate line in the statement of operations.

CONCENTRATIONS (Tables)

CONCENTRATIONS (Tables)	6 Months Ended
	Jun. 30, 2023
CONCENTRATIONS [Abstract]
Cash and Cash Equivalents in Excess of FDIC Limit	A summary of the financial institution that had cash in excess of FDIC limits of $250,000 on June 30, 2023 and December 31, 2022 is presented below: June 30, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ $ 7,458,162 $ 21,682,144
Cash and Restricted Cash	The following table provides a reconciliation of cash and restricted cash to amounts shown in unaudited c : June 30, 2023 June 30, 2022 Cash $ 8,481,915 $ 19,323,420 Restricted cash 628,232 - Total cash and restricted cash $ 9,110,147 $ 19,323,420

SEGMENT INFORMATION AND DISAG_2

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES (Tables)	6 Months Ended
	Jun. 30, 2023
SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES [Abstract]
Disaggregated Revenue	The tables below present information about reportable segments for the three months and six months ended June 30, 2023, and 2022: Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Vapor $ - $ 5,997 $ 38 $ 255,560 Grocery 13,574,896 6,126,063 27,134,602 10,925,053 Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613 Retail Vapor $ - $ 5,997 $ - $ 255,560 Retail Grocery 12,017,526 5,478,523 24,067,596 9,756,535 Food service/restaurant 1,555,372 643,760 3,062,948 1,158,846 Online/eCommerce 1,998 3,780 4,096 9,672 Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613 Loss from operations-Vapor (10,724 ) (15,495 ) (17,397 ) (34,462 ) (Loss) income from operations-Grocery (185,923 ) 146,114 (462,763 ) 310,049 Corporate items (2,983,013 ) (1,499,019 ) (4,682,546 ) (2,998,893 ) Total loss from operations $ (3,179,660 ) $ (1,368,400 ) $ (5,162,706 ) $ (2,723,306 )

NOTES RECEIVABLE AND OTHER IN_2

NOTES RECEIVABLE AND OTHER INCOME (Tables)	6 Months Ended
	Jun. 30, 2023
NOTES RECEIVABLE AND OTHER INCOME [Abstract]
Summary of Amended Notes	A summary of the Amended Note as of June 30, 2023 and December 31, 2022 is presented below: Description June 30, 2023 December 31, 2022 Promissory Note $ 156,297 $ 189,225

ACQUISITION (Tables)

ACQUISITION (Tables)	6 Months Ended
	Jun. 30, 2023
ACQUISITION [Abstract]
Change in Fair Value of Contingent Consideration	The following table summarizes the change in fair value of contingent consideration from acquisition date to June 30, 2023: 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 Remeasurement (402,900 ) Balance as of June 30, 2023 $ 372,000 The following table summarizes the change in fair value of contingent consideration for the three months ended June 30, 2023: Fair Market Value - Level 3 Balance as of March 31, 2023 $ 797,000 Remeasurement (425,000 ) Balance as of June 30, 2023 $ 372,000
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
Supplemental Pro Forma Information	The following table represents the combined pro forma revenue and net loss for the three and six months ended June 30, 2022: For Three Months Ended June 30, 2022 For Six Months Ended June 30, 2022 Sales $ 13,875,928 $ 27,032,375 Net loss $ (1,769,171 ) $ (3,354,452 )

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	6 Months Ended
	Jun. 30, 2023
PROPERTY, PLANT, AND EQUIPMENT [Abstract]
Property, plant, and equipment	Property, plant, and equipment consist of the following: June 30, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 580,668 560,256 Leasehold improvements 1,910,719 1,910,719 Computer hardware & equipment 186,654 160,210 Other 688,773 587,602 4,253,960 4,105,933 Less: accumulated depreciation and amortization (1,279,331 ) (993,025 ) Total property, plant, and equipment, net $ 2,974,629 $ 3,112,908

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	6 Months Ended
	Jun. 30, 2023
INTANGIBLE ASSETS [Abstract]
Intangible Assets, Net	Intangible assets, net are as follows: June 30, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8-10 years $ 2,569,000 $ (876,036) $ 1,692,964 Customer relationships 4-6 years 2,669,000 (1,182,139) 1,486,861 Patents 10 years 384,665 (178,891) 205,774 Non-compete 4-5 years 1,602,000 (443,267) 1,158,733 Intangible assets, net $ 7,224,665 $ (2,680,333) $ 4,544,332 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8-10 years $ 2,569,000 (725,723) $ 1,843,277 Customer relationships 4-6 years 2,669,000 (1,033,306) 1,635,694 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
Future Annual Estimated Amortization Expense	Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $230,277 and $165,100 for the three months ended June 30, 2023 and 2022, and $461,179 and $308,486 for the six months ended June 30, 2023 and 2022, respectively. Future annual estimated amortization expense is as follows: Years ending December 31, 2023 (remaining six months) $ 461,179 2024 922,358 2025 916,858 2026 838,877 2027 694,457 Thereafter 710,603 Total $ 4,544,332

CONTRACT LIABILITIES (Tables)

CONTRACT LIABILITIES (Tables)	6 Months Ended
	Jun. 30, 2023
CONTRACT LIABILITIES [Abstract]
Summary of Net Changes in Contract Liabilities	A summary of the contract liabilities activity at June 30, 2023 and December 31, 2022 is presented below: June 30, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 23,178 Issued 638,501 859,383 Redeemed (635,391 ) (628,012 ) Breakage recognized (54,247 ) (55,943 ) Ending balance $ 147,469 $ 198,606

DEBT (Tables)

DEBT (Tables)	6 Months Ended
	Jun. 30, 2023
DEBT [Abstract]
Breakdown of Debt	The following table provides a breakdown of the Company's debt as of June 30, 2023 and December 31, 2022 is presented below: _ June 30, 2023 December 31, 2022 Promissory note $ 2,649,933 $ 2,913,788 Other debt - 815 Total debt $ 2,649,933 $ 2,914,603 Current portion of long-term debt (552,001 ) (536,542 ) Long-term debt $ 2,097,932 $ 2,378,061

STOCKHOLDERS' EQUITY (Tables)

STOCKHOLDERS' EQUITY (Tables)	6 Months Ended
	Jun. 30, 2023
STOCKHOLDERS' EQUITY [Abstract]
Common Share Equivalent Excluded from Calculation of Dilutive Loss Per Share	The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: As of June 30, 2023 2022 Preferred stock 20,694,000,000 1,250,000,000 Stock options 67,587,000,000 67,587,000,000 Restricted stock 5,500,000,000 - Total 93,781,000,000 68,837,000,000

ORGANIZATION (Details)

ORGANIZATION (Details)	6 Months Ended
	Jun. 30, 2023 Store
Paradise Health & Nutrition's [Member]
Company Organization [Abstract]
Number of stores	3
Mother Earth's Storehouse [Member]
Company Organization [Abstract]
Number of stores	2
Number of years the company has been operating	40 years
Greens Natural Foods' [Member]
Company Organization [Abstract]
Number of stores	8

LIQUIDITY (Details)

LIQUIDITY (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022	Jun. 30, 2022
LIQUIDITY [Abstract]
Cash and cash equivalents	$ 8,481,915	$ 22,911,892	$ 19,323,420
Working capital	$ 6,300,000

BASIS OF PRESENTATION AND SIG_3

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Reclassification [Abstract]
Write-down of obsolete and slow-moving inventory	$ 951,373	$ 73,640
Changes in operating assets, inventories	$ 899,251	189,138
Reclassification, Adjustment [Member]
Reclassification [Abstract]
Write-down of obsolete and slow-moving inventory		150,000
Changes in operating assets, inventories		$ (150,000)

CONCENTRATIONS (Details)

CONCENTRATIONS (Details)	6 Months Ended
	Jun. 30, 2023 USD ($) FinancialInstitution	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Dec. 31, 2021 USD ($)
Cash and Cash Equivalents in Excess of FDIC Limits [Abstract]
Number of financial institution | FinancialInstitution	1
FDIC insured amount	$ 250,000
Total Cash in excess of FDIC limits of $250,000	7,458,162	$ 21,682,144
Cash and Restricted Cash [Abstract]
Cash	8,481,915	22,911,892	$ 19,323,420
Restricted cash	628,232	1,778,232	0
Total cash and restricted cash	$ 9,110,147	$ 24,690,124	$ 19,323,420	$ 26,496,404

SEGMENT INFORMATION AND DISAG_3

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022 USD ($)
SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES [Abstract]
Number of operating segments | Segment			2
Segment Information [Abstract]
Revenue	$ 13,574,896	$ 6,132,060	$ 27,134,640	$ 11,180,613
Total loss	(3,179,660)	(1,368,400)	(5,162,706)	(2,723,306)
Retail Vapor [Member]
Segment Information [Abstract]
Revenue	0	5,997	0	255,560
Retail Grocery [Member]
Segment Information [Abstract]
Revenue	12,017,526	5,478,523	24,067,596	9,756,535
Food Service/Restaurant [Member]
Segment Information [Abstract]
Revenue	1,555,372	643,760	3,062,948	1,158,846
Online/e-Commerce [Member]
Segment Information [Abstract]
Revenue	1,998	3,780	4,096	9,672
Operating Segments [Member] | Vapor [Member]
Segment Information [Abstract]
Revenue	0	5,997	38	255,560
Total loss	(10,724)	(15,495)	(17,397)	(34,462)
Operating Segments [Member] | Grocery [Member]
Segment Information [Abstract]
Revenue	13,574,896	6,126,063	27,134,602	10,925,053
Total loss	(185,923)	146,114	(462,763)	310,049
Corporate [Member]
Segment Information [Abstract]
Total loss	$ (2,983,013)	$ (1,499,019)	$ (4,682,546)	$ (2,998,893)

NOTES RECEIVABLE AND OTHER IN_3

NOTES RECEIVABLE AND OTHER INCOME (Details) - USD ($)			6 Months Ended
	Aug. 31, 2021	Sep. 06, 2018	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Receivables with Imputed Interest [Abstract]
Proceeds			$ 32,928	$ 27,122
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			$ 156,297		$ 189,225

ACQUISITION (Details)

ACQUISITION (Details)		3 Months Ended			6 Months Ended
	Oct. 14, 2022 USD ($)	Jun. 30, 2023 USD ($) Store	Dec. 31, 2022 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) Store	Jun. 30, 2022 USD ($)
Acquisitions [Abstract]
Cash purchase price					$ 0	$ 5,150,000
Change in Fair Value of Contingent Consideration [Abstract]
Beginning balance					774,900
Remeasurement		$ (425,000)		$ 0	(402,900)	0
Ending balance		372,000	$ 774,900		372,000
Purchase Price Allocation [Abstract]
Goodwill		$ 5,747,000	5,747,000		$ 5,747,000
Mother Earth's Storehouse [Member]
Acquisitions [Abstract]
Number of stores | Store		2			2
Green's Natural Foods [Member]
Acquisitions [Abstract]
Cash purchase price	$ 5,142,000
Promissory note	$ 3,000,000
Number of stores | Store		8			8
Interest rate	3.80%
Cash Consideration paid	$ 9,250,000
Purchase Price Allocation [Abstract]
Inventory	1,642,000
Property and equipment	1,478,000
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
Pro Forma Information [Abstract]
Sales				13,875,928		27,032,375
Net loss				$ (1,769,171)		$ (3,354,452)
Green's Natural Foods [Member] | Fair Market Value - Level 3 [Member]
Change in Fair Value of Contingent Consideration [Abstract]
Beginning balance		$ 797,000	1,108,000		$ 774,900
Remeasurement		(425,000)	(333,100)		(402,900)
Ending balance	1,108,000	$ 372,000	$ 774,900		$ 372,000
Green's Natural Foods [Member] | Trademarks [Member]
Finite-Lived Intangible Assets [Abstract]
Intangible assets	1,133,000
Amortization period		8 years			8 years
Green's Natural Foods [Member] | Customer Relationships [Member]
Finite-Lived Intangible Assets [Abstract]
Intangible assets	1,103,000
Amortization period		6 years			6 years
Green's Natural Foods [Member] | Non-Compete Agreement [Member]
Finite-Lived Intangible Assets [Abstract]
Intangible assets	1,015,000
Amortization period		5 years			5 years
Sellers [Member]
Acquisitions [Abstract]
Cash Consideration paid	$ 1,108,000

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Property and Equipment [Abstract]
Property and equipment, gross	$ 4,253,960		$ 4,253,960		$ 4,105,933
Less: accumulated depreciation and amortization	(1,279,331)		(1,279,331)		(993,025)
Total property, plant, and equipment	2,974,629		2,974,629		3,112,908
Depreciation expense	143,746	$ 63,656	286,306	$ 113,592
Displays [Member]
Property and Equipment [Abstract]
Property and equipment, gross	312,146		312,146		312,146
Building [Member]
Property and Equipment [Abstract]
Property and equipment, gross	575,000		575,000		575,000
Furniture and Fixtures [Member]
Property and Equipment [Abstract]
Property and equipment, gross	580,668		580,668		560,256
Leasehold Improvements [Member]
Property and Equipment [Abstract]
Property and equipment, gross	1,910,719		1,910,719		1,910,719
Computer Hardware & Equipment [Member]
Property and Equipment [Abstract]
Property and equipment, gross	186,654		186,654		160,210
Other [Member]
Property and Equipment [Abstract]
Property and equipment, gross	$ 688,773		$ 688,773		$ 587,602

INTANGIBLE ASSETS, Intangible A

INTANGIBLE ASSETS, Intangible Assets, Net (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Intangible Assets, Net [Abstract]
Gross carrying amount	$ 7,224,665	$ 7,224,665
Accumulated amortization	(2,680,333)	(2,219,154)
Net carrying amount	4,544,332	5,005,511
Trade Names [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	2,569,000	2,569,000
Accumulated amortization	(876,036)	(725,723)
Net carrying amount	$ 1,692,964	$ 1,843,277
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
Customer Relationships [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	$ 2,669,000	$ 2,669,000
Accumulated amortization	(1,182,139)	(1,033,306)
Net carrying amount	$ 1,486,861	$ 1,635,694
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	6 years
Patents [Member]
Intangible Assets, Net [Abstract]
Useful lives	10 years	10 years
Gross carrying amount	$ 384,665	$ 384,665
Accumulated amortization	(178,891)	(159,658)
Net carrying amount	205,774	225,007
Non-Compete [Member]
Intangible Assets, Net [Abstract]
Gross carrying amount	1,602,000	1,602,000
Accumulated amortization	(443,267)	(300,467)
Net carrying amount	$ 1,158,733	$ 1,301,533
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

INTANGIBLE ASSETS, Future Annua

INTANGIBLE ASSETS, Future Annual Estimated Amortization Expense (Details) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
INTANGIBLE ASSETS [Abstract]
Amortization expense	$ 230,277	$ 165,100	$ 461,179	$ 308,486
Future Annual Estimated Amortization Expense [Abstract]
2023 (remaining six months)	461,179		461,179
2024	922,358		922,358
2025	916,858		916,858
2026	838,877		838,877
2027	694,457		694,457
Thereafter	710,603		710,603
Net carrying amount	$ 4,544,332		$ 4,544,332		$ 5,005,511

CONTRACT LIABILITIES (Details)

CONTRACT LIABILITIES (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Changes in Contract Liabilities Activity [Roll Forward]
Beginning balance	$ 198,606	$ 23,178
Issued	638,501	859,383
Redeemed	(635,391)	(628,012)
Breakage recognized	(54,247)	(55,943)
Ending balance	$ 147,469	$ 198,606

DEBT (Details)

DEBT (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Debt [Abstract]
Debt	$ 2,649,933	$ 2,914,603
Current portion of long-term debt	(552,001)	(536,542)
Long-term debt	2,097,932	2,378,061
Promissory Note [Member]
Debt [Abstract]
Debt	2,649,933	2,913,788
Other Debt [Member]
Debt [Abstract]
Debt	$ 0	$ 815

STOCKHOLDERS' EQUITY, Series E

STOCKHOLDERS' EQUITY, Series E Convertible Preferred Stock (Details)		3 Months Ended	6 Months Ended
	Aug. 18, 2022 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Jun. 30, 2023 USD ($) $ / shares shares	Mar. 21, 2023	Dec. 31, 2022 $ / shares shares
Series E Convertible Preferred Stock [Abstract]
Number of preferred shares sold and issued (in shares) | shares		800	800		800
Preferred stock, stated value (in dollars per share) | $ / shares		$ 1,000	$ 1,000		$ 1,000
Percentage of stated value of preferred stock will be paid to purchaser upon conversion				10%
Series E Convertible Preferred Stock [Member]
Series E Convertible Preferred Stock [Abstract]
Number of preferred shares sold and issued (in shares) | shares	14,722
Preferred stock, stated value (in dollars per share) | $ / shares	$ 1,000
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
Discount percentage on redemption price			1%
Waiting period before monthly discount of redemption price			7 months
Issuance of common stock (in shares) | shares		9,150,000,000	15,850,000,000
Stock redeemed (in shares) | shares		10,637,000	11,193,000
Stock redeemed | $		$ 10,615,000	$ 11,170,000

STOCKHOLDERS' EQUITY, Stock Opt

STOCKHOLDERS' EQUITY, Stock Options and Restricted Stock (Details) - USD ($)		3 Months Ended		6 Months Ended
	Apr. 23, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Compensation Expense Recognized [Abstract]
Stock options exercised (in shares)		0	0	0	0
Stock-based compensation		$ 1,127,000	$ 0	$ 1,176,750	$ 0
2015 Equity Incentive Plan [Member]
Compensation Expense Recognized [Abstract]
Common stock available for grant (in shares)	225,000,000,000
2015 Equity Incentive Plan [Member] | Vesting on February 1, 2024 [Member]
Compensation Expense Recognized [Abstract]
Stock vesting percentage	12.50%
2015 Equity Incentive Plan [Member] | Last Day of Each Calendar Quarter Thereafter Through September 30, 2025 [Member]
Compensation Expense Recognized [Abstract]
Stock vesting percentage	12.50%
2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | Employees and Executive Officers [Member]
Compensation Expense Recognized [Abstract]
Granted (in shares)	107,675,000,000

STOCKHOLDERS' EQUITY, Income (L

STOCKHOLDERS' EQUITY, Income (Loss) Per Share (Details) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	93,781,000,000	68,837,000,000
Common stock, shares outstanding (in shares)	463,266,632,384		339,741,632,384
Preferred Stock [Member]
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	20,694,000,000	1,250,000,000
Stock Options [Member]
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	67,587,000,000	67,587,000,000
Restricted Stock [Member]
Common Share Equivalents Excluded from Calculation of Dilutive Loss Per Share [Abstract]
Antidilutive securities excluded from computation of diluted loss per share (in shares)	5,500,000,000	0
Shares unvested (in shares)	107,675,000,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details) User in Millions			3 Months Ended	6 Months Ended
	Apr. 12, 2023 Appeal	Feb. 22, 2022 USD ($)	Jun. 30, 2023 USD ($) Lawsuit	Jun. 30, 2023 USD ($) Lawsuit	Nov. 30, 2020 USD ($) User
Alleged Claimed Battery Defects For Electronic Cigarette Device [Member]
Legal Proceedings [Abstract]
Number of lawsuits | Lawsuit			2	2
Philip Morris [Member]
Legal Proceedings [Abstract]
Number of users approached | User					14
Invested amount					$ 3,000,000,000
Philip Morris [Member] | Patent Infringement Litigation [Member]
Legal Proceedings [Abstract]
Attorney fees paid		$ 575,000
Number of appeals filed in patent infringement | Appeal	2
Reversal of litigation provision			$ 575,000
Medical Costs [Member] | Alleged Claimed Battery Defects For Electronic Cigarette Device [Member]
Legal Proceedings [Abstract]
Damages sought				$ 400,000

SUBSEQUENT EVENTS (Details)

SUBSEQUENT EVENTS (Details) - Subsequent Event [Member]	Jul. 07, 2023 Patent
Subsequent Event [Abstract]
Number of patents	1
Written notice period to cancel agreement	60 days