Healthier Choices Management (HCMC) 10-Q 13 Nov 23 2023 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2023	Nov. 10, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-36469
Entity Registrant Name	HEALTHIER CHOICES MANAGEMENT CORP.
Entity Central Index Key	0000844856
Entity Tax Identification Number	84-1070932
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3800 North 28Th Way
Entity Address, City or Town	Hollywood
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33020
City Area Code	305
Local Phone Number	600-5004
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HCMC
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
Entity Common Stock, Shares Outstanding		475,266,632,384

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 7,137,833	$ 22,911,892
Accounts receivable, net	130,907	55,815
Notes receivable		189,225
Inventories	3,553,942	3,817,192
Prepaid expenses and vendor deposits	1,746,452	322,182
Investment	1,714	9,771
Other current assets	398,910	1,224,171
Restricted cash	628,232	1,778,232
TOTAL CURRENT ASSETS	13,597,990	30,308,480
Property, plant, and equipment, net of accumulated depreciation	2,865,409	3,112,908
Intangible assets, net of accumulated amortization	4,313,743	5,005,511
Goodwill	5,747,000	5,747,000
Right of use asset – operating lease, net	10,063,353	10,604,935
Other assets	510,856	476,196
TOTAL ASSETS	37,098,351	55,255,030
CURRENT LIABILITIES
Accounts payable and accrued expenses	5,804,051	5,715,234
Contingent consideration		774,900
Contract liabilities	144,861	198,606
Line of credit	453,232	453,232
Current portion of loan payment	560,322	536,542
Operating lease liability, current	2,323,981	2,228,852
TOTAL CURRENT LIABILITIES	9,286,447	9,907,366
Loan payable, net of current portion	1,954,691	2,378,061
Operating lease liability, net of current	7,499,587	8,041,504
TOTAL LIABILITIES	18,740,725	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 September 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $1.9 million and $14.7 million as of September 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; 0 and 800 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 475,266,632,384 and 339,741,632,384 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively	47,526,663	33,974,163
Additional paid-in capital	20,051,524	29,045,802
Accumulated deficit	(51,164,986)	(43,613,941)
TOTAL STOCKHOLDERS’ EQUITY	16,413,201	20,206,024
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$ 37,098,351	$ 55,255,030

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Series E convertible preferred stock, par value	$ 1,000	$ 1,000
Series E convertible preferred stock, authorized	14,722	14,722
Series E convertible preferred stock, issued	1,944	14,722
Series E convertible preferred stock, outstanding	1,944	14,722
Series E convertible preferred stock, aggregate liquidation preference	$ 1.9	$ 14.7
Series D convertible preferred stock, par value	$ 1,000	$ 1,000
Series D convertible preferred stock, authorized	5,000	5,000
Series D convertible preferred stock, issued	0	800
Series D convertible preferred stock, outstanding	0	800
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000,000	750,000,000,000
Common stock, shares issued	475,266,632,384	339,741,632,384
Common stock, shares outstanding	475,266,632,384	339,741,632,384

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
SALES
TOTAL SALES, NET	$ 12,704,600	$ 5,776,730	$ 39,839,241	$ 16,957,343
Cost of sales vapor		364	653	112,610
Cost of sales grocery	8,061,966	3,909,190	25,199,879	10,674,170
GROSS PROFIT	4,642,634	1,867,176	14,638,709	6,170,563
OPERATING EXPENSES	8,033,795	3,985,377	23,192,575	11,012,070
LOSS FROM OPERATIONS	(3,391,161)	(2,118,201)	(8,553,866)	(4,841,507)
OTHER INCOME (EXPENSE)
Gain (loss) on investment	343	(11,314)	(8,057)	(6,000)
Change in contingent consideration	372,000		774,900
Other (expense) income, net	(8,397)	4,327	853	27,376
Interest income, net	36,226	50,202	235,125	81,715
Total other income (expense), net	400,172	43,215	1,002,821	103,091
NET LOSS	(2,990,989)	(2,074,986)	(7,551,045)	(4,738,416)
Induced conversions of preferred stock			(152,500)
Net loss attributable to common stockholders	$ (2,990,989)	$ (2,074,986)	$ (7,703,545)	$ (4,738,416)
NET LOSS PER SHARE-BASIC	$ 0	$ 0	$ 0	$ 0
NET LOSS PER SHARE-DILUTED	$ 0	$ 0	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC	358,187,284,558	339,741,632,384	351,298,225,790	339,741,632,384
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-DILUTED	358,187,284,558	339,741,632,384	351,298,225,790	339,741,632,384
Vapor [Member]
SALES
TOTAL SALES, NET		$ 1,187	$ 38	$ 256,747
Grocery [Member]
SALES
TOTAL SALES, NET	$ 12,704,600	$ 5,775,543	$ 39,839,203	$ 16,700,596

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member] Series D Convertible Preferred Stock [Member]	Preferred Stock [Member] Series E Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2021	$ 800,000		$ 33,974,163	$ 30,855,824	$ (36,396,330)	$ 29,233,657
Balance,shares at Dec. 31, 2021
Balance at Dec. 31, 2021
Balance,shares at Dec. 31, 2021	800		339,741,632,384
Net loss					(4,738,416)	(4,738,416)
Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs				(1,882,244)		(1,882,244)
Temporary equity,Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs, shares		14,722
Temporary equity,Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs		$ 14,722,075
Induced conversions of preferred stock
Balance at Sep. 30, 2022	$ 800,000		$ 33,974,163	28,973,580	(41,134,746)	22,612,997
Balance,shares at Sep. 30, 2022		14,722
Balance at Sep. 30, 2022		$ 14,722,075
Balance,shares at Sep. 30, 2022	800		339,741,632,384
Balance at Jun. 30, 2022	$ 800,000		$ 33,974,163	30,855,824	(39,059,760)	26,570,227
Balance,shares at Jun. 30, 2022
Balance at Jun. 30, 2022
Balance,shares at Jun. 30, 2022	800		339,741,632,384
Net loss					(2,074,986)	(2,074,986)
Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs				(1,882,244)		(1,882,244)
Temporary equity,Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs, shares		14,722
Temporary equity,Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs		$ 14,722,075
Induced conversions of preferred stock
Balance at Sep. 30, 2022	$ 800,000		$ 33,974,163	28,973,580	(41,134,746)	22,612,997
Balance,shares at Sep. 30, 2022		14,722
Balance at Sep. 30, 2022		$ 14,722,075
Balance,shares at Sep. 30, 2022	800		339,741,632,384
Balance at Dec. 31, 2022	$ 800,000		$ 33,974,163	29,045,802	(43,613,941)	$ 20,206,024
Balance,shares at Dec. 31, 2022						14,722
Balance at Dec. 31, 2022		$ 14,722,075				$ 14,722,075
Balance,shares at Dec. 31, 2022	800		339,741,632,384
Series D Convertible Preferred Stock exercised	$ (800,000)		$ 800,000
Series D Convertible Preferred Stock exercised,shares	(800)
Series D Convertible Preferred Stock exercised,shares			8,000,000,000
Issuance of awarded stock			$ 11,167,500	(11,167,500)
Issuance of awarded stock,shares			111,675,000,000
Stock-based compensation				2,303,500		2,303,500
Net loss					(7,551,045)	(7,551,045)
Series E convertible preferred stock redeemed				22,222		22,222
Temporary equity,Series E convertible preferred stock redeemed, shares		(11,193)
Temporary equity,Series E convertible preferred stock redeemed		$ (11,192,650)
Conversion of series E convertible preferred stock			$ 1,585,000			1,585,000
Temporary equity,Conversion of series E convertible preferred stock,shares		(1,585)
Temporary equity,Conversion of series E convertible preferred stock		$ (1,585,000)
Conversion of series E convertible preferred stock,shares			15,850,000,000
Induced conversions of preferred stock				(152,500)		(152,500)
Balance at Sep. 30, 2023			$ 47,526,663	20,051,524	(51,164,986)	$ 16,413,201
Balance,shares at Sep. 30, 2023		1,944				1,944
Balance at Sep. 30, 2023		$ 1,944,425				$ 1,944,425
Balance,shares at Sep. 30, 2023			475,266,632,384
Balance at Jun. 30, 2023	$ 800,000		$ 46,326,663	19,324,774	(48,173,997)	18,277,440
Balance,shares at Jun. 30, 2023		1,944
Balance at Jun. 30, 2023		$ 1,944,425
Balance,shares at Jun. 30, 2023	800		463,266,632,384
Series D Convertible Preferred Stock exercised	$ (800,000)		$ 800,000
Series D Convertible Preferred Stock exercised,shares	(800)
Series D Convertible Preferred Stock exercised,shares			8,000,000,000
Issuance of awarded stock			$ 400,000	(400,000)
Issuance of awarded stock,shares			4,000,000,000
Stock-based compensation				1,126,750		1,126,750
Net loss					(2,990,989)	(2,990,989)
Induced conversions of preferred stock
Balance at Sep. 30, 2023			$ 47,526,663	$ 20,051,524	$ (51,164,986)	$ 16,413,201
Balance,shares at Sep. 30, 2023		1,944				1,944
Balance at Sep. 30, 2023		$ 1,944,425				$ 1,944,425
Balance,shares at Sep. 30, 2023			475,266,632,384

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
OPERATING ACTIVITIES
Net loss	$ (7,551,045)	$ (4,738,416)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,115,396	652,162
Loss on notes receivable settlement	10,931
Loss on investment	8,057	6,000
Amortization of right-of-use asset	1,689,198	555,726
Write-down of obsolete and slow-moving inventory	1,581,043	533,343
Stock-based compensation expense	2,303,500
Change in contingent consideration	(774,900)
Changes in operating assets and liabilities:
Accounts receivable	(75,092)	(24,958)
Inventories	(1,317,793)	(609,468)
Prepaid expenses and vendor deposits	(1,626,358)	160,574
Other current assets	825,261
Other assets	(34,660)	(23,128)
Accounts payable and accrued expenses	555,280	1,560,536
Contract liabilities	(53,745)	(248,522)
Lease liability	(1,594,404)	(499,980)
NET CASH USED IN OPERATING ACTIVITIES	(4,939,331)	(2,676,131)
INVESTING ACTIVITIES
Acquisition of Mother Earth’s Storehouse		(5,150,000)
Collection of note receivable	178,294	42,653
Purchases of property and equipment	(176,129)	(251,840)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES	2,165	(5,359,187)
FINANCING ACTIVITIES
Proceeds from line of credit		35,196
Principal payments on loan payable	(399,590)	(1,940)
Payment of induced conversions of preferred stock	(152,500)
Proceeds from preferred stock, net of issuance costs		12,839,831
Payments for deferred offering costs	(264,375)
Payment for series E preferred stock redemption	(11,170,428)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(11,986,893)	12,873,087
NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH	(16,924,059)	4,837,769
CASH AND RESTRICTED CASH— BEGINNING OF PERIOD	24,690,124	26,496,404
CASH AND RESTRICTED CASH — END OF PERIOD	7,766,065	31,334,173
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	127,533	4,383
Cash paid for income tax
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with series E preferred stock conversion	1,585,000
Right-of-use assets obtained in exchange for operating lease liabilities	1,147,616	1,797,667
1% stated value reduction on preferred stock redemption	22,222
Non-cash deferred offering cost	$ 466,463

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [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 ● Mother Earth’s Storehouse, a two ● Greens Natural Foods’ eight ● Ellwood Thompson’s, an organic and natural health food and vitamin store located in Richmond, Virginia. Ellwood Thompson’s was acquired on October 1, 2023 for a purchase price of approximately $ 1,500,000 Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company (1) operates Healthy Choice Wellness Center in Kingston, NY and (2) has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL. These centers offer multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration. Through its wholly owned subsidiary, Healthy U Wholesale, Inc, the Company sells vitamins and supplements, as well as health, beauty, and personal care products 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, Healthy Choice Wellness Corp. (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	9 Months Ended
	Sep. 30, 2023
Liquidity
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. As of September 30, 2023, the Company had cash of approximately $ 7.1 4.3

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2023
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 presentation 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 nine months ended September 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.

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [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 A summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT September 30, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ 250,000 $ 6,169,123 $ 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 condensed consolidated statements of cash flow: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2023 September 30, 2022 Cash $ 7,137,833 $ 30,009,173 Restricted cash 628,232 1,325,000 Total cash and restricted cash $ 7,766,065 $ 31,334,173 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	9 Months Ended
	Sep. 30, 2023
Segment Reporting [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 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 nine months ended September 30, 2023, and 2022: SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Vapor $ - $ 1,187 $ 38 $ 256,747 Grocery 12,704,600 5,775,543 39,839,203 16,700,596 Total revenue $ 12,704,600 $ 5,776,730 $ 39,839,241 $ 16,957,343 Retail Vapor $ - $ 1,187 $ 38 $ 256,747 Retail Grocery 11,307,056 5,187,540 35,374,653 14,944,074 Food service/restaurant 1,396,194 584,382 4,459,142 1,743,228 Online/eCommerce 1,350 3,621 5,408 13,294 Total revenue $ 12,704,600 $ 5,776,730 $ 39,839,241 $ 16,957,343 Loss from operations-Vapor (7,014 ) (4,998 ) (24,411 ) (39,460 ) (Loss) income from operations-Grocery (688,948 ) (289,653 ) (1,151,710 ) 20,397 Corporate items (2,695,199 ) (1,823,550 ) (7,377,745 ) (4,822,444 ) Total loss from operations $ (3,391,161 ) $ (2,118,201 ) $ (8,553,866 ) $ (4,841,507 )

NOTES RECEIVABLE AND OTHER INCO

NOTES RECEIVABLE AND OTHER INCOME	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
NOTES RECEIVABLE AND OTHER INCOME	Note 6. NOTES RECEIVABLE AND OTHER INCOME On September 6, 2018, the Company entered into a secured 36 582,260 7.00 4,141 On August 31, 2022, the Company amended and restated the Note (the “Amended Note”) with VPR Brands L.P. to extend the maturity date for one year. The outstanding balance for the Amended Note is $ 211,355 7.00 1,500 145,931 1 In August 2023, VPR Brands L.P. settled with the Company for the remaining notes receivable balance of $ 145,931 135,000 10,931 A summary of the Amended Note as of September 30, 2023 and December 31, 2022 is presented below: SUMMARY OF AMENDED NOTES Description September 30, 2023 December 31, 2022 Promissory Note $ - $ 189,225

ACQUISITION

ACQUISITION	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset 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 The cash purchase price under the Asset Purchase Agreement was $ 5,142,000 3,000,000 The Company recorded $ 1,108,000 3.8 The following table summarizes the change in fair value of contingent consideration from acquisition date to September 30, 2023: SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION Fair Market Value - Level 3 Balance as of October 14, 2022 $ 1,108,000 Remeasurement (333,100 ) Balance as of December 31, 2022 774,900 Remeasurement (774,900 ) Balance as of September 30, 2023 $ - The following table summarizes the change in fair value of contingent consideration for the three months ended September 30, 2023: Fair Market Value - Level 3 Balance as of June 30, 2023 $ 372,000 Beginning balance $ 372,000 Remeasurement (372,000 ) Balance as of September 30, 2023 $ - Ending balance $ - The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED 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 Revenue and Earnings The following table represents the combined pro forma revenue and net loss for the three and nine months ended September 30, 2022: SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION For Three Months Ended September 30, 2022 For Nine Months Ended September 30, 2022 Sales $ 13,208,469 $ 40,240,844 Net loss $ (2,534,383 ) $ (5,888,835 ) The combined proforma revenue and net loss for the three and nine months period ended September 30, 2022 were prepared as though acquisition occurred as of January 1, 2022.

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	9 Months Ended
	Sep. 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: SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT September 30, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 592,260 560,256 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 187,967 160,210 Other 688,773 587,602 Property and equipment, gross 4,281,531 4,105,933 Less: accumulated depreciation and amortization (1,416,122 ) (993,025 ) Total property, plant, and equipment, net $ 2,865,409 $ 3,112,908 The Company incurred approximately $ 137,322 64,984 423,628 178,575 2,000

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	Note 9. INTANGIBLE ASSETS Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET September 30, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 $ (951,193 ) $ 1,617,807 Customer relationships 4 6 2,669,000 (1,256,556 ) 1,412,444 Patents 10 384,665 (188,507 ) 196,158 Non-compete 4 5 1,602,000 (514,666 ) 1,087,334 Intangible assets, net $ 7,224,665 $ (2,910,922 ) $ 4,313,743 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 (725,723 ) $ 1,843,277 Customer relationships 4 6 2,669,000 (1,033,306 ) 1,635,694 Patents 10 384,665 (159,658 ) 225,007 Non-compete 4 5 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 $ 230,590 165,100 691,768 473,587 SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE $ - Years ending December 31, 2023 (remaining three months) $ 230,590 2024 922,358 2025 916,858 2026 838,877 2027 694,457 Thereafter 710,603 Total $ 4,313,743

CONTRACT LIABILITIES

CONTRACT LIABILITIES	9 Months Ended
	Sep. 30, 2023
Contract with Customer, Liability [Abstract]
CONTRACT LIABILITIES	Note 10. CONTRACT LIABILITIES A summary of the contract liabilities activity at September 30, 2023 and December 31, 2022 is presented below: SUMMARY OF CONTRACT LIABILITIES ACTIVITY September 30, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 23,178 Beginning balance $ 198,606 $ 23,178 Issued 664,003 859,383 Redeemed (664,294 ) (628,012 ) Breakage recognized (53,454 ) (55,943 ) Ending balance $ 144,861 $ 198,606

DEBT

DEBT	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	Note 11. DEBT The following table provides a breakdown of the Company’s debt as of September 30, 2023 and December 31, 2022 is presented below: SCHEDULE OF BREAKDOWN OF DEBT September 30, 2023 December 31, 2022 Promissory note $ 2,515,013 $ 2,913,788 Other debt - 815 Total debt $ 2,515,013 $ 2,914,603 Current portion of long-term debt (560,322 ) (536,542 ) Long-term debt $ 1,954,691 $ 2,378,061

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	Note 12. STOCKHOLDERS’ EQUITY Series E Redeemable Convertible Preferred Stock On August 18, 2022, the Company entered into a Securities Purchase Agreement (“Series E Preferred Stock”) pursuant to which the Company sold and issued 14,722 1,000 13.25 1.1111 410,000 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. Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the Holder thereof, into that number of shares of Common Stock (subject to the beneficial ownership limitations). The initial conversion price for the HCMC Series E Preferred Stock shall equal $ 0.0001 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 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 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% On May 15, 2023, 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 1% for each month after the seven-month anniversary of the Issue Date that the Purchaser elected not to redeem For the three months ended September 30, 2023, there were no no For the three months ended September 30, 2023, 0 0 As of September 30, 2023, 1,585 15,850,000,000 11,193 11,170,000 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. Series D Convertible Preferred Stock On February 7, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued 5,000 1,000 5.0 8.0 800 0.0001 Stock Options and Restricted Stock During the nine months ended September 30, 2023 and 2022, no 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 225,000,000,000 On April 23, 2023, HCMC’s board of directors has approved the issuance of approximately an additional 107,675,000,000 12.5 12.5 During the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation of approximately $ 1,127,000 0 2,304,000 0 Income (Loss) Per Share The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SCHEDULE OF DILUTIVE LOSS PER SHARE 2023 2022 As of September 30, 2023 2022 Preferred stock 19,444,000,000 148,471,000,000 Stock options 67,587,230,680 68,587,000,000 Restricted stock 1,500,000,000 - Total 88,531,230,680 217,058,000,000 The difference between our common stock outstanding as of September 30, 2023 of 475,266,632,384 111,675,000,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES On July 7, 2023, the Company entered into patent licensing agreement in the vape segment to grant the licensee the non-exclusive right and license to use, offer or sell the licensed products in the territory of the United States of America. The Company is still in the process of building this operation, and no product sales or no royalties earned as of the date of this filing. Legal Proceedings Two 0.4 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 3 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 $ 575,000 On April 12, 2023, the U.S. Court of Appeals for the Federal Circuit ruled in favor of HCMC on two 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 There were two lawsuits in connection with alleged claimed battery defects for an electronic cigarette device. One has been dismissed by the court wherein the plaintiff settled with the Company’s insurance carrier with no economic impact to the Company. In the second lawsuit the Company is in the process of settlement and the case has been removed from the Courts trial calendar. Economic impact to the Company, if any, is not known or estimable at this time. On September 26, 2023, HCMC filed a patent infringement lawsuit against R.J. Reynolds Vapor Company (“RJR”) in the U.S. District Court for the Middle District of North Carolina in connection with HCMC’s assertions that RJR’s Vuse electronic cigarette infringes one of HCMC’s patents. 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 as of September 30, 2023. With respect to legal costs, we record such costs as incurred.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 14. SUBSEQUENT EVENTS On September 28, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with ET Holding, Inc., d/b/a Ellwood Thompson’s Local Market, a Virginia corporation, Ellwood Thompson’s Natural Market, L.C., a Virginia limited liability company, and Richard T. Hood, an individual resident of the Commonwealth of Virginia. The Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin store located in Richmond, Virginia (the “Store”). The purchase price under the Purchase Agreement is approximately $ 1,500,000 750,000 On October 2, 2023, the Company signed addendum with the current landlord to renew the lease on its headquarter office for an additional twelve-month period starting from November 1, 2023. On October 27, 2023, the Company filed a new registration statement on Form S-1 in connection with the spin-off of all of the existing HCWC common stock by Healthier Choices Management Corp. (the “Spin Off S-1”) with the Securities and Exchange Commission (the “Commission”). On October 30, 2023, the Company filed Amendment No. 1 to its registration statement on Form S-1 (“IPO S-1”) with the Commission. On October 30, 2023, the Company entered into third amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible Preferred Stock purchasers. The parties agreed to: (1) set the initial conversion price for the Series A Preferred Stock to be the 5-day volume weighted average price measured using the 5 trading days preceding the purchase of the Series A Preferred Stock, (2) on the 40th calendar day (the “Reset Date”) after the sale of the Series A Preferred Stock, reset the conversion price in the event the closing price of the Class A common stock on such date is less than the initial conversion, (3) have the reset conversion price equal a 10% discount to the 5-day volume weighted average price measured using the 5 trading days preceding the Reset Date; provided, however, in no instance will the conversion price be reset below 30% of the initial conversion price, and (4) amend the date on which the obligation to acquire the Series A Preferred Stock ceases to March 1, 2024.

BASIS OF PRESENTATION AND SIG_2

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2023
Accounting Policies [Abstract]
Reclassification, Comparability Adjustment [Policy Text Block]

CONCENTRATIONS (Tables)

CONCENTRATIONS (Tables)	9 Months Ended
	Sep. 30, 2023
Risks and Uncertainties [Abstract]
SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT	SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT September 30, 2023 December 31, 2022 Total cash in excess of FDIC limits of $ 250,000 $ 6,169,123 $ 21,682,144
SCHEDULE OF CASH AND RESTRICTED CASH	The following table provides a reconciliation of cash and restricted cash to amounts shown in unaudited condensed consolidated statements of cash flow: SCHEDULE OF CASH AND RESTRICTED CASH September 30, 2023 September 30, 2022 Cash $ 7,137,833 $ 30,009,173 Restricted cash 628,232 1,325,000 Total cash and restricted cash $ 7,766,065 $ 31,334,173

SEGMENT INFORMATION AND DISAG_2

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES (Tables)	9 Months Ended
	Sep. 30, 2023
Segment Reporting [Abstract]
SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS	The tables below present information about reportable segments for the three months and nine months ended September 30, 2023, and 2022: SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS 2023 2022 2023 2022 Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Vapor $ - $ 1,187 $ 38 $ 256,747 Grocery 12,704,600 5,775,543 39,839,203 16,700,596 Total revenue $ 12,704,600 $ 5,776,730 $ 39,839,241 $ 16,957,343 Retail Vapor $ - $ 1,187 $ 38 $ 256,747 Retail Grocery 11,307,056 5,187,540 35,374,653 14,944,074 Food service/restaurant 1,396,194 584,382 4,459,142 1,743,228 Online/eCommerce 1,350 3,621 5,408 13,294 Total revenue $ 12,704,600 $ 5,776,730 $ 39,839,241 $ 16,957,343 Loss from operations-Vapor (7,014 ) (4,998 ) (24,411 ) (39,460 ) (Loss) income from operations-Grocery (688,948 ) (289,653 ) (1,151,710 ) 20,397 Corporate items (2,695,199 ) (1,823,550 ) (7,377,745 ) (4,822,444 ) Total loss from operations $ (3,391,161 ) $ (2,118,201 ) $ (8,553,866 ) $ (4,841,507 )

NOTES RECEIVABLE AND OTHER IN_2

NOTES RECEIVABLE AND OTHER INCOME (Tables)	9 Months Ended
	Sep. 30, 2023
Receivables [Abstract]
SUMMARY OF AMENDED NOTES	A summary of the Amended Note as of September 30, 2023 and December 31, 2022 is presented below: SUMMARY OF AMENDED NOTES Description September 30, 2023 December 31, 2022 Promissory Note $ - $ 189,225

ACQUISITION (Tables)

ACQUISITION (Tables)	9 Months Ended
	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION	The following table summarizes the change in fair value of contingent consideration from acquisition date to September 30, 2023: SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION Fair Market Value - Level 3 Balance as of October 14, 2022 $ 1,108,000 Remeasurement (333,100 ) Balance as of December 31, 2022 774,900 Remeasurement (774,900 ) Balance as of September 30, 2023 $ - The following table summarizes the change in fair value of contingent consideration for the three months ended September 30, 2023: Fair Market Value - Level 3 Balance as of June 30, 2023 $ 372,000 Beginning balance $ 372,000 Remeasurement (372,000 ) Balance as of September 30, 2023 $ - Ending balance $ -
SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED	The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED 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
SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION	The following table represents the combined pro forma revenue and net loss for the three and nine months ended September 30, 2022: SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION For Three Months Ended September 30, 2022 For Nine Months Ended September 30, 2022 Sales $ 13,208,469 $ 40,240,844 Net loss $ (2,534,383 ) $ (5,888,835 )

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT	Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT September 30, 2023 December 31, 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 592,260 560,256 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 187,967 160,210 Other 688,773 587,602 Property and equipment, gross 4,281,531 4,105,933 Less: accumulated depreciation and amortization (1,416,122 ) (993,025 ) Total property, plant, and equipment, net $ 2,865,409 $ 3,112,908

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS, NET	Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET September 30, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 $ (951,193 ) $ 1,617,807 Customer relationships 4 6 2,669,000 (1,256,556 ) 1,412,444 Patents 10 384,665 (188,507 ) 196,158 Non-compete 4 5 1,602,000 (514,666 ) 1,087,334 Intangible assets, net $ 7,224,665 $ (2,910,922 ) $ 4,313,743 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Trade names 8 10 $ 2,569,000 (725,723 ) $ 1,843,277 Customer relationships 4 6 2,669,000 (1,033,306 ) 1,635,694 Patents 10 384,665 (159,658 ) 225,007 Non-compete 4 5 1,602,000 (300,467 ) 1,301,533 Intangible assets, net $ 7,224,665 $ (2,219,154 ) $ 5,005,511
SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE	SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE $ - Years ending December 31, 2023 (remaining three months) $ 230,590 2024 922,358 2025 916,858 2026 838,877 2027 694,457 Thereafter 710,603 Total $ 4,313,743

CONTRACT LIABILITIES (Tables)

CONTRACT LIABILITIES (Tables)	9 Months Ended
	Sep. 30, 2023
Contract with Customer, Liability [Abstract]
SUMMARY OF CONTRACT LIABILITIES ACTIVITY	A summary of the contract liabilities activity at September 30, 2023 and December 31, 2022 is presented below: SUMMARY OF CONTRACT LIABILITIES ACTIVITY September 30, 2023 December 31, 2022 Beginning balance as January 1, $ 198,606 $ 23,178 Beginning balance $ 198,606 $ 23,178 Issued 664,003 859,383 Redeemed (664,294 ) (628,012 ) Breakage recognized (53,454 ) (55,943 ) Ending balance $ 144,861 $ 198,606

DEBT (Tables)

DEBT (Tables)	9 Months Ended
	Sep. 30, 2023
Debt Disclosure [Abstract]
SCHEDULE OF BREAKDOWN OF DEBT	The following table provides a breakdown of the Company’s debt as of September 30, 2023 and December 31, 2022 is presented below: SCHEDULE OF BREAKDOWN OF DEBT September 30, 2023 December 31, 2022 Promissory note $ 2,515,013 $ 2,913,788 Other debt - 815 Total debt $ 2,515,013 $ 2,914,603 Current portion of long-term debt (560,322 ) (536,542 ) Long-term debt $ 1,954,691 $ 2,378,061

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2023
Equity [Abstract]
SCHEDULE OF DILUTIVE LOSS PER SHARE	The following table summarizes the Company’s securities, in common stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SCHEDULE OF DILUTIVE LOSS PER SHARE 2023 2022 As of September 30, 2023 2022 Preferred stock 19,444,000,000 148,471,000,000 Stock options 67,587,230,680 68,587,000,000 Restricted stock 1,500,000,000 - Total 88,531,230,680 217,058,000,000

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)	Oct. 01, 2023 USD ($)	Sep. 30, 2023 Store	Oct. 14, 2022 Store
Subsequent Event [Member]
Restructuring Cost and Reserve [Line Items]
Purchase price | $	$ 1,500,000
Paradise Health Nutrition S [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores		3
Mother Earths Storehouse [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores		2
Green's Natural Foods [Member]
Restructuring Cost and Reserve [Line Items]
Number of stores		8	8

LIQUIDITY (Details Narrative)

LIQUIDITY (Details Narrative) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Liquidity
Cash	$ 7,137,833	$ 22,911,892	$ 30,009,173
Working capital	$ 4,300,000

SCHEDULE OF CASH AND CASH EQUIV

SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Risks and Uncertainties [Abstract]
Total cash in excess of FDIC limits of $250,000	$ 6,169,123	$ 21,682,144
FDIC insured amount	$ 250,000	$ 250,000

SCHEDULE OF CASH AND CASH EQU_2

SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT (Details) (Parenthetical) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Risks and Uncertainties [Abstract]
FDIC insured amount	$ 250,000	$ 250,000

SCHEDULE OF CASH AND RESTRICTED

SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Dec. 31, 2021
Risks and Uncertainties [Abstract]
Cash	$ 7,137,833	$ 22,911,892	$ 30,009,173
Restricted cash	628,232	1,778,232	1,325,000
Total cash and restricted cash	$ 7,766,065	$ 24,690,124	$ 31,334,173	$ 26,496,404

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative)	9 Months Ended
	Sep. 30, 2023 USD ($) FinancialInstitution	Dec. 31, 2022 USD ($)
Risks and Uncertainties [Abstract]
Number of financial institution | FinancialInstitution	1
FDIC insured amount | $	$ 250,000	$ 250,000

SCHEDULE OF INFORMATION ABOUT R

SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Segment Reporting Information [Line Items]
Total revenue	$ 12,704,600	$ 5,776,730	$ 39,839,241	$ 16,957,343
Total loss from operations	(3,391,161)	(2,118,201)	(8,553,866)	(4,841,507)
Retail Vapor [Member]
Segment Reporting Information [Line Items]
Total revenue		1,187	38	256,747
Retail Grocery [Member]
Segment Reporting Information [Line Items]
Total revenue	11,307,056	5,187,540	35,374,653	14,944,074
Food Service and Restaurant [Member]
Segment Reporting Information [Line Items]
Total revenue	1,396,194	584,382	4,459,142	1,743,228
Online and E-commerce [Member]
Segment Reporting Information [Line Items]
Total revenue	1,350	3,621	5,408	13,294
Operating Segments [Member] | Vapor [Member]
Segment Reporting Information [Line Items]
Total revenue		1,187	38	256,747
Total loss from operations	(7,014)	(4,998)	(24,411)	(39,460)
Operating Segments [Member] | Grocery [Member]
Segment Reporting Information [Line Items]
Total revenue	12,704,600	5,775,543	39,839,203	16,700,596
Total loss from operations	(688,948)	(289,653)	(1,151,710)	20,397
Corporate, Non-Segment [Member]
Segment Reporting Information [Line Items]
Total loss from operations	$ (2,695,199)	$ (1,823,550)	$ (7,377,745)	$ (4,822,444)

SEGMENT INFORMATION AND DISAG_3

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES (Details Narrative)	9 Months Ended
	Sep. 30, 2023 Segment
Segment Reporting [Abstract]
Number of reportable segments	2

SUMMARY OF AMENDED NOTES (Detai

SUMMARY OF AMENDED NOTES (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Promissory Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Promissory note balance amount		$ 189,225

NOTES RECEIVABLE AND OTHER IN_3

NOTES RECEIVABLE AND OTHER INCOME (Details Narrative) - USD ($)				1 Months Ended	9 Months Ended
	Aug. 31, 2023	Aug. 31, 2022	Sep. 06, 2018	Aug. 31, 2023	Sep. 30, 2023	Sep. 30, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds					$ 178,294	$ 42,653
Gain (Loss) on Sale of Financing Receivable					$ (10,931)
Promissory Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Payment term			36 months
Loan amount			$ 582,260
Interest rate			7%
Proceeds			$ 4,141	$ 145,931
Balloon payment				$ 135,000
Gain (Loss) on Sale of Financing Receivable	$ 10,931
Amended Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount		$ 211,355
Interest rate		7%
Proceeds		$ 1,500
Balloon payment		$ 145,931
Extension term		1 year

SCHEDULE OF CHANGE IN FAIR VALU

SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION (Details) - USD ($)	3 Months Ended			9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Business Acquisition [Line Items]
Beginning balance				$ 774,900
Remeasurement	$ (372,000)			(774,900)
Ending balance		$ 774,900
Green's Natural Foods [Member] | Fair Value, Inputs, Level 3 [Member]
Business Acquisition [Line Items]
Beginning balance	372,000	1,108,000		774,900
Remeasurement	(372,000)	(333,100)		(774,900)
Ending balance		$ 774,900

SUMMARY OF PURCHASE PRICE ALLOC

SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED (Details) - USD ($)		9 Months Ended
	Oct. 14, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Business Acquisition [Line Items]
Cash consideration paid			$ 5,150,000
Goodwill		$ 5,747,000		$ 5,747,000
Green's Natural Foods [Member]
Business Acquisition [Line Items]
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
Inventory	1,642,000
Property and equipment	1,478,000
Total intangible assets	3,251,000
Right of use asset - Operating lease	6,427,000
Other liabilities	(211,000)
Operating lease liability	(6,427,000)
Goodwill	3,090,000
Net assets acquired	9,250,000
Green's Natural Foods [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Total intangible assets	1,133,000
Green's Natural Foods [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Total intangible assets	1,103,000
Green's Natural Foods [Member] | Noncompete Agreements [Member]
Business Acquisition [Line Items]
Total intangible assets	$ 1,015,000

SCHEDULE OF PURCHASE PRICE ALLO

SCHEDULE OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED (Details) (Parenthetical) - Green's Natural Foods [Member]	Oct. 14, 2022
Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life	8 years
Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life	6 years
Noncompete Agreements [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life	5 years

SCHEDULE OF SUPPLEMENTAL PRO FO

SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION (Details) - Green's Natural Foods [Member] - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Business Acquisition [Line Items]
Sales	$ 13,208,469	$ 40,240,844
Net loss	$ (2,534,383)	$ (5,888,835)

ACQUISITION (Details Narrative)

ACQUISITION (Details Narrative)		9 Months Ended
	Oct. 14, 2022 USD ($) Store	Sep. 30, 2023 USD ($) Store	Sep. 30, 2022 USD ($)
Business Acquisition [Line Items]
Cash purchase price			$ 5,150,000
Green's Natural Foods [Member]
Business Acquisition [Line Items]
Number of stores | Store	8	8
Cash purchase price	$ 5,142,000
Promissory note	3,000,000
Cash consideration paid	$ 9,250,000
Interest rate	3.80%
Amortization period for goodwill for tax purposes	15 years
Sellers [Member]
Business Acquisition [Line Items]
Cash consideration paid	$ 1,108,000

SCHEDULE OF PROPERTY, PLANT, AN

SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,281,531	$ 4,105,933
Less: accumulated depreciation and amortization	(1,416,122)	(993,025)
Total property, plant, and equipment, net	2,865,409	3,112,908
Displays [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	312,146	312,146
Building [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	575,000	575,000
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	592,260	560,256
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,925,385	1,910,719
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	187,967	160,210
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 688,773	$ 587,602

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 137,322	$ 64,984	$ 423,628	$ 178,575
Other expenses	$ 2,000

SCHEDULE OF INTANGIBLE ASSETS,

SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 7,224,665	$ 7,224,665
Accumulated amortization	(2,910,922)	(2,219,154)
Net carrying amount	4,313,743	5,005,511
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	2,569,000	2,569,000
Accumulated amortization	(951,193)	(725,723)
Net carrying amount	$ 1,617,807	$ 1,843,277
Trade Names [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	8 years	8 years
Trade Names [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	10 years	10 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,669,000	$ 2,669,000
Accumulated amortization	(1,256,556)	(1,033,306)
Net carrying amount	$ 1,412,444	$ 1,635,694
Customer Relationships [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	4 years	4 years
Customer Relationships [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	6 years	6 years
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 384,665	$ 384,665
Accumulated amortization	(188,507)	(159,658)
Net carrying amount	$ 196,158	$ 225,007
Useful lives	10 years	10 years
Noncompete Agreements [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 1,602,000	$ 1,602,000
Accumulated amortization	(514,666)	(300,467)
Net carrying amount	$ 1,087,334	$ 1,301,533
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	4 years	4 years
Noncompete Agreements [Member] | Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	5 years	5 years

SCHEDULE OF FUTURE ANNUAL ESTIM

SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2023 (remaining three months)	$ 230,590
2024	922,358
2025	916,858
2026	838,877
2027	694,457
Thereafter	710,603
Total	$ 4,313,743	$ 5,005,511

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 230,590	$ 165,100	$ 691,768	$ 473,587

SUMMARY OF CONTRACT LIABILITIES

SUMMARY OF CONTRACT LIABILITIES ACTIVITY (Details) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Contract with Customer, Liability [Abstract]
Beginning balance	$ 198,606	$ 23,178
Issued	664,003	859,383
Redeemed	(664,294)	(628,012)
Breakage recognized	(53,454)	(55,943)
Ending balance	$ 144,861	$ 198,606

SCHEDULE OF BREAKDOWN OF DEBT (

SCHEDULE OF BREAKDOWN OF DEBT (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total debt	$ 2,515,013	$ 2,914,603
Current portion of long-term debt	(560,322)	(536,542)
Long-term debt	1,954,691	2,378,061
Promissory Notes [Member]
Short-Term Debt [Line Items]
Total debt	2,515,013	2,913,788
Other Debt [Member]
Short-Term Debt [Line Items]
Total debt		$ 815

SCHEDULE OF DILUTIVE LOSS PER S

SCHEDULE OF DILUTIVE LOSS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	88,531,230,680	217,058,000,000
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	19,444,000,000	148,471,000,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	67,587,230,680	68,587,000,000
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	1,500,000,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)					3 Months Ended		9 Months Ended
	May 15, 2023	Apr. 23, 2023 shares	Aug. 18, 2022 USD ($) $ / shares shares	Feb. 07, 2021 USD ($) $ / shares shares	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($)	Sep. 30, 2023 USD ($) $ / shares shares	Sep. 30, 2022 USD ($) shares	Mar. 01, 2023	Dec. 31, 2022 shares
Class of Stock [Line Items]
Stock redeemed | $							$ 22,222
Stock options exercised (in shares)							0	0
Stock based compensation | $					$ 1,127,000	$ 0	$ 2,304,000
Common stock, shares outstanding (in shares)					475,266,632,384		475,266,632,384			339,741,632,384
Restricted Stock [Member]
Class of Stock [Line Items]
Shares unvested					111,675,000,000		111,675,000,000
Amended Plan [Member]
Class of Stock [Line Items]
Number of shares authorized for issuance under plan		225,000,000,000
Two Thousand And Fifteen Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Class of Stock [Line Items]
Vesting percent		12.50%
Two Thousand And Fifteen Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche Two [Member]
Class of Stock [Line Items]
Vesting percent		12.50%
Two Thousand And Fifteen Equity Incentive Plan [Member] | Restricted Stock [Member] | Employees And Executive Officers [Member]
Class of Stock [Line Items]
Number of additional shares approved for issuance		107,675,000,000
Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued for conversion of preferred stock							15,850,000,000
Stock redeemed | $
Securities Purchase Agreement [Member] | Common Stock [Member]
Class of Stock [Line Items]
Number of shares issued					8,000,000,000
Series E Redeemable Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Number of shares issued			14,722
Preferred stock price per share | $ / shares			$ 1,000
Aggregate subscription price | $			$ 13,250,000
Conversion rate			1.1111
Offering Costs | $			$ 410,000
Series E Preferred Stock [Member]
Class of Stock [Line Items]
Number of shares issued for conversion of preferred stock					0		15,850,000,000
Stock redeemed (in shares)					0		1,585
Stock redeemed | $							$ 11,170,000
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Conversion price | $ / shares			$ 0.0001
Preferred stock price per share | $ / shares			$ 1,000
Preferred stock redemption period							6 months
Series E Preferred Stock [Member] | First Amendment To Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Percentage of stated value of preferred stock will be paid to purchaser upon conversion									10%
Series E Preferred Stock [Member] | Second Amendment To Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Description of Preferred stock redemption terms	Prior to this amendment, the Redemption Price was discounted by 1% for each month after the seven-month anniversary of the Issue Date that the Purchaser elected not to redeem
Series E Convertible Preferred Stock [Member]
Class of Stock [Line Items]
Stock redeemed (in shares)							11,193
Series D Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Number of shares issued				5,000
Preferred stock price per share | $ / shares				$ 1,000
Aggregate subscription price | $				$ 5,000,000
Conversion price | $ / shares					$ 0.0001		$ 0.0001
Number of shares exercised					800

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) User in Millions			3 Months Ended	9 Months Ended
	Apr. 12, 2023 Appeal	Feb. 22, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2023 USD ($)	Nov. 30, 2020 USD ($) User
Philip Morris [Member]
Loss Contingencies [Line Items]
Number of users approached | User					14
Investment amount					$ 3,000,000,000
Battery Defects For Electronic Cigarette Device [Member] | Medical Costs [Member]
Loss Contingencies [Line Items]
Total medical costs				$ 400,000
Patent Infringement Litigation [Member] | Philip Morris [Member]
Loss Contingencies [Line Items]
Litigation settlement, Amount awarded to other party		$ 575,000
Number of appeals filed in patent infringement | Appeal	2
Gain (loss) related to litigation settlement			$ 575,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Asset Purchase Agreement [Member]	Sep. 28, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Purchase price	$ 1,500,000
Promissory note	$ 750,000