Healthier Choices Management (HCMC) 10-K 27 Mar 24 2023 FY Annual report Financial data

Cover

Cover - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Mar. 27, 2024	Jun. 30, 2023
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
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 Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float			$ 46.3
Entity Common Stock, Shares Outstanding		478,266,632,384
ICFR Auditor Attestation Flag	true
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	688
Auditor Name	Marcum LLP
Auditor Location	Saddle Brook, NJ

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2023	Dec. 31, 2022
CURRENT ASSETS
Cash	$ 5,081,086	$ 22,911,892
Accounts receivable	128,171	55,815
Notes receivable		189,225
Inventories	4,228,889	3,817,192
Prepaid expenses and vendor deposits	1,668,324	322,182
Other current assets	65,556	1,233,942
Restricted cash	553,232	1,778,232
TOTAL CURRENT ASSETS	11,725,258	30,308,480
Property, plant, and equipment, net of accumulated depreciation	2,735,252	3,112,908
Intangible assets, net of accumulated amortization	4,376,682	5,005,511
Goodwill		5,747,000
Right of use asset – operating lease, net	11,511,002	10,604,935
Other assets	621,385	476,196
TOTAL ASSETS	30,969,579	55,255,030
CURRENT LIABILITIES
Accounts payable and accrued expenses	8,024,664	5,715,234
Contingent consideration		774,900
Contract liabilities	207,513	198,606
Operating lease liability, current	2,842,829	2,228,852
Line of credit	453,232	453,232
Current portion of loan payment	702,701	536,542
TOTAL CURRENT LIABILITIES	12,230,939	9,907,366
Loan payable, net of current portion	2,403,807	2,378,061
Operating lease liability, net of current	8,465,617	8,041,504
TOTAL LIABILITIES	23,100,363	20,326,931
COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)
CONVERTIBLE PREFERRED STOCK
Series E convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,111 shares and 14,722 shares issued and outstanding as of December 31, 2023 and 2022; aggregate liquidation preference of $1.1 million and $14.7 million as of December 31, 2023 and 2022, respectively.	1,111,100	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 December 31, 2023 and 2022, respectively.		800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 478,266,632,384 and 339,741,632,384 shares issued and outstanding as of December 31, 2023 and 2022, respectively.	47,826,663	33,974,163
Additional paid-in capital	21,028,274	29,045,802
Accumulated deficit	(62,096,821)	(43,613,941)
TOTAL STOCKHOLDERS’ EQUITY	6,758,116	20,206,024
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$ 30,969,579	$ 55,255,030

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Millions	Dec. 31, 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	1,111	14,722
Series E convertible preferred stock, outstanding	1,111	14,722
Series E convertible preferred stock, aggregate liquidation preference	$ 1.1	$ 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	478,266,632,384	339,741,632,384
Common stock, shares outstanding	478,266,632,384	339,741,632,384

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
SALES:
TOTAL SALES, NET	$ 55,690,410	$ 29,267,003
Cost of sales vapor	787	112,880
Cost of sales grocery	35,341,569	18,929,905
GROSS PROFIT	20,348,054	10,224,218
OPERATING EXPENSES
Selling, general and administrative	32,219,733	18,877,302
Impairment of goodwill	6,104,000
TOTAL OPERATING EXPENSES	38,323,733	18,877,302
LOSS FROM OPERATIONS	(17,975,679)	(8,653,084)
OTHER INCOME (EXPENSE):
Change in contingent consideration	774,900	333,100
Other (expense) income, net	(1,485,612)	913,092
Interest income (expense), net	211,996	202,653
Loss on investment	(8,485)	(13,372)
Total other income (expense), net	(507,201)	1,435,473
NET LOSS	(18,482,880)	(7,217,611)
Induced conversions of preferred stock	(152,500)
Net loss attributable to common stockholders	$ (18,635,380)	$ (7,217,611)
NET LOSS PER SHARE-BASIC	$ 0	$ 0
NET LOSS PER SHARE-DILUTED	$ 0	$ 0
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC	429,919,440,601	339,741,632,384
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-DILUTED	429,919,440,601	339,741,632,384
Vapor [Member]
SALES:
TOTAL SALES, NET	$ 617	$ 257,363
Grocery [Member]
SALES:
TOTAL SALES, NET	$ 55,689,793	$ 29,009,640

Consolidated Statements of Chan

Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity - 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
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
Stock-based compensation expense				72,222		72,222
Net loss					(7,217,611)	(7,217,611)
Induced conversions of preferred stock
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				14,722
Balance at Dec. 31, 2022		$ 14,722,075				$ 14,722,075
Balance, shares at Dec. 31, 2022	800		339,741,632,384
Stock-based compensation expense				3,430,250		3,430,250
Net loss					(18,482,880)	(18,482,880)
Series E convertible preferred stock redeemed				22,222		22,222
Temporary equity,Series E convertible preferred stock redeemed, shares		(12,026)
Temporary equity,Series E convertible preferred stock redeemed		(12,025,975)
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
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
Induced conversions of preferred stock				(152,500)		(152,500)
Issuance of common stock for legal service			$ 300,000	(150,000)		150,000
Issuance of common stock for legal service, shares			3,000,000,000
Balance at Dec. 31, 2023			$ 47,826,663	$ 21,028,274	$ (62,096,821)	$ 6,758,116
Balance,shares at Dec. 31, 2023		1,111				1,111
Balance at Dec. 31, 2023		$ 1,111,100				$ 1,111,100
Balance, shares at Dec. 31, 2023			478,266,632,384

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
OPERATING ACTIVITIES:
Net loss	$ (18,482,880)	$ (7,217,611)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,492,261	1,061,615
Change in allowance for credit losses	15,425
Loss on disposal of assets	2,073
Loss on notes receivable settlement	10,931
Loss on vendor settlement	91,291
Issuance common stocks for services	150,000
Amortization of right-of-use asset	2,590,325	1,164,027
Loss on investment	8,485	13,372
Write-down of obsolete and slow-moving inventory	2,471,653	1,507,213
Stock-based compensation expense	3,430,250	72,222
Change in contingent consideration	(774,900)	(333,100)
Non-cash interest expense	32,000
Write off intangible assets		53,958
Impairment of Goodwill	6,104,000
Changes in operating assets and liabilities:
Accounts receivable	(87,781)	(27,334)
Inventories	(2,032,838)	(1,357,169)
Prepaid expenses and vendor deposits	(177,374)	134,215
Other current assets	1,068,610	(1,224,171)
Other assets	(145,189)	(390,759)
Accounts payable and accrued liabilities	1,974,429	4,072,386
Contract liabilities	(21,604)	(317,921)
Lease liability	(2,458,303)	(1,077,025)
NET CASH USED IN OPERATING ACTIVITIES	(4,739,136)	(3,866,082)
INVESTING ACTIVITIES:
Payment for acquisition	(750,000)	(10,291,674)
Collection of note receivable	178,294	58,690
Purchases of patent	(12,500)	(12,500)
Purchases of property and equipment	(184,349)	(480,925)
NET CASH USED IN INVESTING ACTIVITIES	(768,555)	(10,726,409)
FINANCING ACTIVITIES:
Proceeds from line of credit		35,196
Payments for deferred offering costs	(833,767)
Principal payments on loan payable	(558,095)	(88,816)
Proceeds from issuance of preferred stock		12,839,831
Payment for series E preferred stock redemption	(12,003,753)
Payment of induced conversions of preferred stock	(152,500)
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES	(13,548,115)	12,786,211
NET DECREASE IN CASH AND RESTRICTED CASH	(19,055,806)	(1,806,280)
CASH AND RESTRICTED CASH — BEGINNING OF YEAR	24,690,124	26,496,404
CASH AND RESTRICTED CASH — END OF YEAR	5,634,318	24,690,124
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for interest	205,449	35,730
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
1% stated value reduction on preferred stock redemption	22,222
Non-cash deferred offering cost	335,001
Issuance of promissory note in connection with acquisition	718,000	3,000,000
Lease acquired	1,325,409	8,225,033
Contingent consideration relating to acquisition		$ 1,108,000

ORGANIZATION, BASIS OF PRESENTA

ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS	Note 1. ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS Organization Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages and intends to expand on its intellectual property portfolio. Through its wholly owned subsidiaries, the Company operates: ● Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items. ● Paradise Health & Nutrition’s three ● 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. (www.ellwoodthompsons.com). Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates a Healthy Choice Wellness Center in Kingston, NY and has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL. These centers offer multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration. Through its wholly owned subsidiary, Healthy Choice Wellness II, LLC, the Company entered into a joint venture with an established healthcare provider, and the joint venture is in the process of creating a structure whereby it will engage in telemedicine evaluations of patients for semaglutide therapy. The operation will encompass, generally: medical evaluations of patients; treatment of patients with semaglutide; coordination with providers and patients. Through its wholly owned subsidiary, Healthy U Wholesale, the Company sells vitamins and supplements, as well as health, beauty, and personal care products on its website www.TheVitaminStore.com Additionally, the Company markets its patented the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with either cannabis or CBD concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, that heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally. Sourcing and Vendors We source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the years ended December 31, 2023 and 2022, approximately 40 36 Spin-Off The Company is planning to spin off its grocery segment and wellness business into a new publicly traded company (hereinafter referred to as “NewCo”). NewCo will continue the path of growth in the health verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Each share of HCMC’s common stock outstanding as of the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive shares of Common Stock in NewCo. The distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will be rounded down. See more disclosure in Note 14 Stockholders’ Equity and Note 19 Subsequent Events.

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT’S PLANS	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT’S PLANS	Note 2. GOING CONCERN AND MANAGEMENT’S PLANS The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. As of December 31, 2023, the Company had cash of approximately $ 5.1 0.5 The Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is substantial doubt about our ability to continue as a going concern. In order to improve the Company’s liquidity position, management’s plans include significantly reducing the use of outside consultants, which would result in a reduction of over $ 1,000,000

BASIS OF PRESENTATION AND SUMMA

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Note 3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The consolidated financial statements include the accounts of the Company Healthier Choices Management Corp., and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), Healthy Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice Markets IV, LLC (Green’s Natural Foods), Healthy Choice Markets V, LLC (Ellwood Thompson’s), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., and The Vape Store, Inc. (“Vape Store”). All intercompany accounts and transactions have been eliminated in consolidation. Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision-making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S. Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include inventory provisions, useful lives and impairment of long-lived assets, goodwill, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary. Revenue Recognition Revenues from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are estimated using historical experience. The Company recognizes revenue in accordance with the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied. Shipping and Handling Shipping charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For the years ended December 31, 2023 and 2022, shipping and handling costs of approximately $ 117,000 98,000 Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash are concentrated in one no A summary of the financial institutions that had a cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT December 31, 2023 December 31, 2022 Total cash and restricted cash in excess of FDIC limits $ 3,814,426 $ 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 consolidated statements of cash flow: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2023 December 31, 2022 Cash $ 5,081,086 $ 22,911,892 Restricted cash 553,232 1,778,232 Total cash and restricted cash $ 5,634,318 $ 24,690,124 Restricted Cash The Company’s restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 security purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stocks. The balance also included cash held in the collateral account to cover the cash draw from the line of credit. Accounts Receivable, Contract Assets and Contract Liabilities Accounts receivables are claims to consideration which are unconditional; meaning no performance obligations remain for the Company and only the passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations remain before claims to consideration become unconditional. By nature of the Company’s operations, contract assets are typically not recognized. Contract liabilities are recorded when customers transfer consideration in advance of delivery of products or services, which the Company records for gift cards and loyalty reward programs. When one party to an arrangement performs before the other(s), the Company records an account receivable, contract asset or contract liability. The majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through delivery of products or services or breakage based on gift card and loyalty reward program term limits. The Company’s breakage policy is twenty-four months twelve months six months five twenty-four month Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors’ products in our stores. Concentration of accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES December 31, 2023 December 31, 2022 Customer A 2 % 17 % Customer B 4 % - % Customer C - % 6 % Customer - % 6 % Other Current Assets Other current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted into cash within one business cycle. Included in “Other current assets” on our consolidated balance sheets are amounts primarily related to other receivables or non-trade receivable from government and other companies. Inventories Inventories are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable goods. Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, displays with useful lives range from two ten years Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over various periods of time, ranging from 4 10 Impairment of Long-Lived Assets The Company reviews all long-lived assets such as property, plant, and equipment and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value. The Company conducted the long-lived assets impairment test, and based on Step 1 qualitative assessment, the Company concluded that the recurring losses coupled with the reduction in same store revenue and negative working capital were triggering events at December 31, 2023. The Company hired a third-party valuation firm to perform Step 2 quantitative assessment on long-lived assets. The Company used undiscounted cash flow method at weighted average cost of capital of 16.5 Goodwill The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test is conducted on September 30 of each year or more often if deemed necessary. The Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain operational costs that have impacted our expectations such that future growth and profitability is lower than previous estimates. Furthermore, during the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant on its own, when combined with the other factors indicated that the Company’s goodwill of $ 6.1 no Advertising The Company expenses advertising costs as incurred. For the years ended December 31, 2023 and 2022, the company incurred advertising expenses of $ 564,000 146,000 Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no no Leases Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. The Company did not have finance leases in year 2023 and 2022. If the Company enters into a finance lease in the future, it will be accounted for in accordance with ASC Topic 842. Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company recognize forfeitures as they are incur. Fair Value Measurements The fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: ● Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and ● Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized or for a business combination. Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (ASC 326)” This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit losses based on aging schedule, and provisioned approximately $ 15,000 On November 27, 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires public entities to consider relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify segment expenses on the basis of amounts that are regularly provided to the chief operating decision maker (CODM), and included in reported segment profit or loss. The ASU is effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024. The Company does not believe this will have a material impact on the consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements. Reclassification Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net loss. Below summarized reclassifications we made: ● Change in contingent consideration of $ 333,100 ● Investment for the amount of $ 9,771

DISAGGREGATION OF REVENUES

DISAGGREGATION OF REVENUES	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
DISAGGREGATION OF REVENUES	Note 4. DISAGGREGATION OF REVENUES The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors. SCHEDULE OF DISAGGREGATION OF REVENUES December 31, 2023 December 31, 2022 Vapor sales, net $ 617 $ 257,363 Grocery sales, net 55,689,793 29,009,640 Total revenue $ 55,690,410 $ 29,267,003 Retail Vapor $ - $ 257,363 Retail Grocery 47,243,163 25,867,061 Food service/restaurant 8,440,245 3,126,709 Online/e-Commerce 6,385 15,870 Wholesale Vapor 617 - Total revenue $ 55,690,410 $ 29,267,003

INVESTMENT

INVESTMENT	12 Months Ended
	Dec. 31, 2023
Investments, All Other Investments [Abstract]
INVESTMENT	Note 5. INVESTMENT In 2018, the Company invested $ 150,000 85,714 The following table summarizes the investment measured at fair value on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF INVESTMENT Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2023 Investment $ 9,771 $ (8,485 ) $ 1,286 Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2022 Investment $ 23,143 $ (13,372 ) $ 9,771

INVENTORIES

INVENTORIES	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
INVENTORIES	Note 6. INVENTORIES Inventories are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their market value, adjustments are recorded to write down excess inventory to its net realizable value. The Company, as a result of its physical inventory observations recorded the write down of inventories amounting to approximately $ 2.5 1.5 SCHEDULE OF INVENTORIES December 31, 2023 December 31, 2022 Vapor Business $ 66,671 $ 66,828 Grocery Business 4,162,218 3,750,364 Total $ 4,228,889 $ 3,817,192

NOTES RECEIVABLE AND OTHER INCO

NOTES RECEIVABLE AND OTHER INCOME	12 Months Ended
	Dec. 31, 2023
Receivables [Abstract]
NOTES RECEIVABLE AND OTHER INCOME	Note 7. NOTES RECEIVABLE AND OTHER INCOME On September 6, 2018, the Company entered into a secured, 36 582,260 7 4,141 On August 31, 2022, the Company amended and restated the Secured Promissory Note (the “Amended Note”) to extend the maturity date for one year. The outstanding balance for the amended note is $ 211,355 7 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 December 31, 2023 and 2022 is presented below: SUMMARY OF AMENDED NOTES December 31, Description 2023 2022 Promissory Note $ - $ 189,225 For the years ended December 31, 2023 and 2022, the Company had notes receivable collections of approximately $ 178,000 59,000

ACQUISITIONS

ACQUISITIONS	12 Months Ended
	Dec. 31, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	Note 8. ACQUISITIONS The purchase method of accounting in accordance with ASC 805, Business Combinations Mother Earth’s Storehouse On February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC (“HCM3”), entered into an Asset Purchase Agreement with Mother Earth’s Storehouse Inc. and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired certain assets and assumed certain liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties, New York. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement was $ 4,472,500 677,500 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED Purchase Consideration Cash consideration paid $ 5,150,000 Purchase price allocation Inventory $ 805,000 Property, plant, and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,000 Other liabilities (283,000 ) Operating lease liability (1,797,000 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names ( 8 $ 513,000 Customer Relationships ( 6 683,000 Non-Compete Agreement ( 5 413,000 Total intangible assets $ 1,609,000 The acquisition is structured as asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 The results of operations of Mother’s Earth have been included in the consolidated statements of operations as of the effective date of operations. Revenue and net income for year ended December 31, 2022 from date of acquisition were $ 11.9 0.30 157,000 Green’s Natural Foods On October 14, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets IV, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Dean’s Natural Food Market of Shrewsbury, Inc., a New Jersey corporation, Green’s Natural Foods, Inc., a Delaware corporation, Dean’s Natural Food Market of Chester, LLC, a New Jersey limited liability company, Dean’s Natural Food Market of Basking Ridge, LLC, a New Jersey limited liability company, and Dean’s Natural Food Market, Inc., a New Jersey corporation (collectively, the “Sellers”), and shareholders of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin chain with eight The cash purchase price under the Asset Purchase Agreement was $ 5,142,000 3,000,000 The Company recorded $ 1,108,000 3.8 The following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2023: SCHEDULE OF 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 December 31, 2023 $ - 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 net income for year ended December 31, 2022 were $ 6.3 0.05 906,000 Ellwood Thompson’s On October 1, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement with (i) ET Holding, Inc., d/b/a Ellwood Thompson’s Local Market, a Virginia corporation, (ii) Ellwood Thompson’s Natural Market, L.C., a Virginia limited liability company, and (iii) Richard T. Hood, an individual resident of the Commonwealth of Virginia. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities related to Ellwood Thompson’s grocery stores in Richmond, Virginia. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement was $ 750,000 718,000 750,000 718,000 32,000 The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date: SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED October 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 $ 291,000 Total intangible assets $ 291,000 The acquisition is structured as asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 Revenue and net income were $ 3.1 0.3 131,000 Revenue and Earnings The following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth’s Storehouse, Green’s Natural Foods and Ellwood Thompson’s, as if the business combinations had occurred on January 1, 2022, the earliest period presented herein: SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION 2023 2022 December 31, 2023 2022 Sales $ 65,262,783 $ 68,786,398 Net loss (18,670,111 ) (4,171,713 ) The pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The pro forma adjustments include incremental amortization of intangible and remove non-recurring transaction costs directly associated with the acquisitions, such as legal and other professional service fees. The proforma data gives effects to actual operating results prior to the acquisition. These proforma amounts do not purport to be indicative of the results that would have actually been obtained if the acquisitions occurred as of the beginning of each period presented or that may be obtained in future periods. For the year ended December 31, 2022, the pro forma financial information excludes $ 1,063,000 131,000

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
PROPERTY, PLANT, AND EQUIPMENT	Note 9. PROPERTY, PLANT, AND EQUIPMENT Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 Year Ended December 31, 2023 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 596,355 560,256 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 190,019 160,210 Other 688,774 587,602 Property and equipment, gross 4,287,679 4,105,933 Less: accumulated depreciation and amortization (1,552,427 ) (993,025 ) Total property, plant, and equipment $ 2,735,252 $ 3,112,908 The Company incurred approximately $ 0.6 0.3

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
GOODWILL AND INTANGIBLE ASSETS	Note 10. GOODWILL AND INTANGIBLE ASSETS The Company tests goodwill for impairment annually on September 30 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its estimated fair value. The Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain operational costs that have impacted our expectations such that future growth and profitability is lower than previous estimates. Furthermore, during the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant on its own, when combined with the other factors indicated that the Company’s goodwill may be impaired. Because the qualitative test indicated that the Company’s goodwill was determined to be impaired, a second phase of the goodwill impairment test (“Step 2”) was performed. Under Step 2, the fair value of the Company was estimated for the purpose of deriving an estimate of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine the amount of the impairment. The Company evaluated the fair value of its equity through the use of Guideline Public Company Method and Discounted Cash Flow Method. These two methods first calculated market value of invested capital, then the Company applied 50 16.5 As a result, the entire $ 6.1 no The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL December 31, 2023 December 31, 2022 Beginning balance $ 5,747,000 $ 916,000 Acquisitions 357,000 4,831,000 Impairment (6,104,000 ) - Ending balance $ - $ 5,747,000 Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4 6 $ 2,669,000 $ (1,330,972 ) $ 1,338,028 Trade names 8 10 2,860,000 (1,035,443 ) 1,824,557 Patents 10 397,165 (199,001 ) 198,164 Non-compete 4 5 1,602,000 (586,067 ) 1,015,933 Intangible assets, net $ 7,528,165 $ (3,151,483 ) $ 4,376,682 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4 6 $ 2,669,000 $ (1,033,306 ) $ 1,635,694 Trade names 8 10 2,569,000 (725,723 ) 1,843,277 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 Amortization expense was approximately $ 0.9 0.8 The weighted-average remaining amortization period of the Company’s amortizable intangible assets is approximately 5 years as of December 31, 2023. The estimated future amortization of the intangible assets is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE - For the years ending December 31, 2024 $ 959,391 2025 953,891 2026 875,910 2027 731,489 2028 412,819 Thereafter 443,182 Total $ 4,376,682

CONTRACT LIABILITIES

CONTRACT LIABILITIES	12 Months Ended
	Dec. 31, 2023
Contract Liabilities
CONTRACT LIABILITIES	Note 11. CONTRACT LIABILITIES The Company’s contract liabilities consist of customer deposits, gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. A summary of the contract liabilities activity for the years ended December 31, 2023 and 2022 is presented below: SUMMARY OF CONTRACT LIABILITIES ACTIVITY 2023 2022 Year ended December 31, 2023 2022 Beginning balance as of January1, $ 198,606 $ 23,178 Issued 891,060 859,383 Redeemed (812,694 ) (628,012 ) Breakage recognized (69,459 ) (55,943 ) Ending balance as of December 31, $ 207,513 $ 198,606

DEBT

DEBT	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
DEBT	Note 12. DEBT The following table provides a breakdown of the Company’s debt as of December 31, 2023 and 2022 is presented below: SCHEDULE OF BREAKDOWN OF DEBT 2023 2022 December 31, 2023 2022 Promissory note $ 3,106,508 $ 2,460,556 Line of credit 453,232 453,232 Other debt - 815 Total debt 3,559,740 2,914,603 Current portion of long-term debt (1,155,933 ) (536,542 ) Long-term debt $ 2,403,807 $ 2,378,061 Revolving Line of Credit On November 3, 2021, the Company entered into an agreement for a new revolving line of credit of $ 2.0 1.0 100 453,232 Promissory Note In connection with the Green’s Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the “Greens Note”) in the principal amount of $ 3,000,000 five-year 6.0 2,378,000 2,914,000 160,000 30,000 In connection with the Ellwood Thompson’s acquisition, on October 1, 2023, the Company issued a secured promissory note (the “Ellwood Note”) in the principal amount of $ 750,000 718,000 five-year 6.0 728,000 39,000 The Company may, at its option, at any time or from time to time prepay the outstanding principal amount or any accrued but unpaid interest, in each case in whole or in part, without penalty or premium, provided that any such prepayment of any outstanding amount of principal shall be accompanied by the payment of all accrued but unpaid interest on the amount of principal being prepaid, plus any costs and fees incurred. The following table summarizes the 5-year repayment schedule: SCHEDULE OF MATURITIES OF LONG TERM DEBT - For the years ending December 31, 2024 $ 702,701 2025 746,042 2026 792,056 2027 724,333 2028 141,376 Total $ 3,106,508

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	Note 13. COMMITMENTS AND CONTINGENCIES Employment Agreements On August 13, 2018, the Company amended and restated its existing employment agreement with Jeffrey Holman, the Company’s Chief Executive Officer (the “ Holman Employment Agreement three year 450,000 20 200 two years 11 11 one year On August 12, 2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by six months to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock by six months to February 13, 2021. The term of the employment agreement shall be automatically renewed for successive one-year terms unless notice of non-renewal is given by either party at least 30 days before the end of the Term. On February 26, 2021, the Company entered into an amended and restated employment agreement (the “ Employment Agreement Amendment 0.4 10 On February 02, 2022, the Company entered into a second amended and restated employment agreement (the “ Employment Agreement Amendment 0.3 10 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 3 On December 31, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $ 575,000 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, as of December 31, 2023, the Company has reached an arrangement with the plaintiff to resolve the matter, limiting potential exposure to $ 1.5 1.5 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 December 31, 2023, with respect to legal costs, we record such costs as incurred. On July 7, 2023, the Company entered into a patent licensing agreement for one of its patents in the vape segment. The Company as the licensor, grants to licensee during the term a non-exclusive right and license under the Licensed Patents to make, use, offer to sell, sell, and import licensed products in the territory of the United States of America. The licensee will pay to the licensor a royalty based on net sales of all licensed products in the territory during the term of the agreement. Either party can cancel the agreement with 60-days written notice. 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.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
STOCKHOLDERS’ EQUITY	N ote 14. STOCKHOLDERS’ EQUITY Equity Compensation Plans The Company’s 2015 Equity Incentive Plan, as amended (the “2015 Plan”), awards grants to employees. 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 2.5 The Company’s 2009 Equity Incentive Plan (the “2009 Plan”) awards grants to employees, non-employee directors and consultants in connection with their retention and/or continued employment by the Company. The 2009 Plan had no 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 4,200 8.0 800 0.0001 Series E Redeemable Convertible Preferred Stock On August 18, 2022, the Company entered into a Securities Purchase Agreement (“HCMC Preferred Stock”) pursuant to which the Company sold and issued 14,722 1,000 13.25 1.1111 410,000 For the year ended December 31, 2023, 1,585 15,850,000,000 12,026 12,004,000 The HCMC Preferred Stock have voting rights on as converted basis at the Company’s next stockholders’ meeting. However, as long as any shares of HCMC Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCMC Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCMC Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCMC Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. Each share of 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 conversion price for the HCMC 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 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 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 On October 30, 2023, the Company entered into a 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. On February 20, 2024, the Company entered into a Fourth Amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible Preferred Stock purchasers, pursuant to which the Company and such parties agreed to amend the date on which the obligation to acquire the Series A Preferred Stock ceases to June 1, 2024. Spin-Off The Company is planning to spin off its grocery segment and wellness business into a new publicly traded company (hereinafter referred to as “NewCo”). NewCo will continue the path of growth in the health verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals. At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Each share of HCMC’s common stock outstanding as the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive shares of Common Stock in NewCo. The distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will be rounded down. Pursuant to the Securities Purchase Agreement, purchasers of the Series E Convertible Preferred Stock will also be required to purchase Series A Convertible Preferred Stock (“NewCo Series A Stock”) of a newly created NewCo resulting from spin off of HCMC’s grocery and wellness businesses in the same subscription amounts that the Purchasers paid for the HCMC Preferred Stock. On October 27, 2023, the Company filed a new registration statement on Form S-1 (the “Spin-off S-1”) in connection with the spin-off of all of the existing HCWC common stock by Healthier Choices Management Corp. 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 (the “IPO S-1”) with the Commission. On December 20, 2023, the Company filed Amendment No. 1 to its Spin-off S-1 with the Commission. On December 21, 2023, the Company filed Amendment No. 2 to its IPO S-1 with the Commission. Restricted Stock On January 1, 2022, the Company granted 1,500,000,000 150,000 25 On December 14, 2022, the Company granted 4,000,000,000 400,000 12.5 two years On April 23, 2023, HCMC’s board of directors has approved the issuance of approximately 107,675,000,000 12.5 12.5 The following table reflects the activity for all unvested restricted stocks during 2023: SCHEDULE OF UNVESTED RESTRICTED STOCK Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 5,500,000,000 $ 550,000 Granted 107,675,000,000 10,767,500 Vested (1,625,000,000 ) (162,500 ) Forfeited - - Unvested at December 31, 2023 111,550,000,000 $ 11,155,000 Stock Options A summary of option activity during the years ended December 31, 2023 and 2022 is as follows: SUMMARY OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value Outstanding, January 1, 2022 67,587,230,680 $ 0.0001 5 $ - Options granted - 0.0001 - Options forfeited or expired 0.0001 - Outstanding, December 31, 2022 67,587,230,680 $ 0.0001 4 $ - Options granted - 0.0001 - Options exercised - 0.0001 - Options forfeited or expired (8,480 ) 0.0001 - Outstanding, December 31, 2023 67,587,222,200 $ 0.0001 3 - Exercisable on December 31, 2023 67,587,222,200 $ 0.0001 3 $ - During the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of approximately $ 3,430,000 72,000 Income (Loss) per Share Basic income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series D and Series E convertible preferred stocks; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units; and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect is antidilutive. The following table summarizes the Company’s securities that have been excluded from the calculation of basic and dilutive income (loss) per share as their effect would be anti-dilutive: SCHEDULE OF DILUTIVE LOSS PER SHARE 2023 2022 December 31, 2023 2022 Preferred stock 11,111,000,000 148,470,000,000 Stock options 67,587,222,200 67,587,230,680 Restricted stock 113,175,000,000 5,500,000,000 Total 191,873,222,200 221,557,230,680

LEASES

LEASES	12 Months Ended
	Dec. 31, 2023
Leases
LEASES	Note 15. LEASES The Company has various lease agreements with terms up to 20 years The following table presents information about the amount, timing and uncertainty of cash flows arising from the Company’s operating leases as of December 31, 2023. SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities by Fiscal Year 2024 $ 3,212,909 2025 2,862,488 2026 2,521,339 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 12,329,889 Less: Imputed interest (1,021,443 ) Present value of operating lease liabilities $ 11,308,446 The following summarizes the Company’s operating leases: SCHEDULE OF BALANCE SHEET CLASSIFICATION AND OTHER INFORMATION Balance Sheet Classification December 31, 2023 December 31, 2022 Right of use asset $ 11,511,002 $ 10,604,935 Operating lease liability, current $ 2,842,829 $ 2,228,852 Operating lease liability, net of current 8,465,617 8,041,504 Total operating lease liabilities $ 11,308,446 $ 10,270,356 The amortization of the right-of-use asset of approximately $ 2,590,000 1,164,000 Other Information Weighted-average remaining lease term for operating leases 5 Weighted-average discount rate for operating leases 3.98 % Rent expense for the years ended December 31, 2023 and 2022 was approximately $ 3,500,000 1,500,000 The following table represents the components of lease cost are as follows for twelve months ended December 31, 2023: SCHEDULE OF LEASE EXPENSE December 31, 2023 Operating lease cost $ 2,265,820 Variable lease cost 944,987 Short-term lease cost 324,507 Total rent expense $ 3,535,313 The aggregate cash payments under the leasing arrangement was approximately $ 2,458,000

INCOME TAXES

INCOME TAXES	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	Note 16. INCOME TAXES The Company did not have s expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: SCHEDULE OF INCOME TAX RECONCILIATION EXPECTED EXPENSE (BENEFIT) 2023 2022 Year Ended December 31, 2023 2022 U.S. federal statutory rate $ (3,881,403 ) $ (1,515,700 ) State and local taxes, net of federal benefit (1,036,963 ) (359,643 ) Change in valuation allowance 4,999,204 2,733,655 True-up & deferred adjustment (19,998 ) 144 Other permanent items 2,928 - Change in tax rate (63,768 ) (252,392 ) Other - (606,064 ) Total income tax benefit $ - $ - As of December 31, 2023 and 2022, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 19,684,763 $ 17,030,852 Unrealized loss on investment 39,580 36,436 Accrued Expenses and Deferred Income - 149,402 Charitable contribution 8,330 5,737 Stock based compensation 3,029,964 2,099,241 Net book value of intangible assets 1,801,150 314,775 UNICAP 263a Adjustment 53,284 - ASC 842 - Lease Accounting 65,172 44,484 Total deferred tax assets 24,682,243 19,680,927 Deferred tax liabilities: Net book value of fixed assets (29,652 ) (27,540 ) Total deferred tax liabilities (29,652 ) (27,540 ) Net deferred tax assets 24,652,591 19,653,387 Valuation allowance (24,652,591 ) (19,653,387 ) Net deferred tax assets $ - $ - In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the positive and negative evidence available, management has determined that a valuation allowance is required at December 31, 2023 and 2022 to reduce the deferred tax assets to amounts that are more likely than not to be realized. The Company’s valuation increased by $ 4,999,204 2,733,655 At December 31, 2023 the Company had U.S. federal and state net operating loss carryforwards (“NOLS”) of $ 79.5 64.8 46.3 33.2 36.3 28.5 On August 16, 2022, the Inflation Reduction Act of 2022 (“IRA”) was signed into law. Among other provisions, the IRA includes a 15% corporate alternative minimum tax on applicable corporations and 1% excise tax on stock repurchases made after December 31, 2022. The IRA is not expected to have a material impact on the consolidated financial statements. The Company files a federal income tax return and income tax returns in various state tax jurisdictions and the Company is generally no longer subject examinations by federal and state tax authorities for years before 2020.

SEGMENT INFORMATION

SEGMENT INFORMATION	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SEGMENT INFORMATION	Note 17. SEGMENT INFORMATION Management determines the reportable segments based on the internal reporting used by our executives to evaluate performance and to assess where to allocate resources. The Company evaluates segment performance based on the segment gross profit before corporate expenses. Summarized below are the total net sales and segment operating results for each reporting segment: SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS Year Ended Net Sales Segment Gross Profit December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Vapor $ 617 $ 257,363 $ (170 ) $ 144,483 Grocery 55,689,793 29,009,640 20,348,224 10,079,735 Total $ 55,690,410 $ 29,267,003 20,348,054 10,224,218 Corporate expenses 38,323,733 18,877,302 Operating loss (17,975,679 ) (8,653,084 ) Corporate other (expense) income, net (507,201 ) 1,435,473 Net loss (18,482,880 ) (7,217,611 ) For the year ended December 31, 2023 depreciation and amortization was approximately $ 18,000 1.5 For the year ended December 31, 2022 depreciation and amortization was approximately $ 19,000 1.0

EMPLOYEE RETENTION CREDITS

EMPLOYEE RETENTION CREDITS	12 Months Ended
	Dec. 31, 2023
Employee Retention Credits
EMPLOYEE RETENTION CREDITS	Note 18. EMPLOYEE RETENTION CREDITS Congress passed programs to provide financial assistance to companies during the COVID-19 pandemic, including the employee retention credit (ERC). The ERC provides eligible employers with credits per employee based on qualified wages and health insurance benefits paid. In December 2022, the Company filed application for Employee Retention Credits with the Internal Revenue Service. The company is reasonably assured the eligibility is met. The total amount eligible is $ 930,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	Note 19. SUBSEQUENT EVENTS In connection with the spin off, on January 18, 2024, the Company entered into Securities Purchase Agreement with institutional investors whereby the Company issued a total of approximately $ 1.9 10 10 1,700,000 188,889 10 On February 13, 2024, the Company filed Amendment No. 2 to its Spin-off S-1 with the Commission with respect to the Spin-Off. On February 13, 2024, the Company filed Amendment No. 3 to its IPO S-1 with the Commission with respect to the IPO. On February 20, 2024, the Company entered into a Fourth Amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible Preferred Stock purchasers, pursuant to which the Company and such parties agreed to amend the date on which the obligation to acquire the Series A Preferred Stock ceases to June 1, 2024. On February 9, 2024, in order to maximize profitability and improve operation efficiency, management made decision to close the Saugerties store. The building that the store is located is owned by the Company, and it is currently for sale. At the time of the filing, no sales agreement has been signed.

BASIS OF PRESENTATION AND SUM_2

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation and Principles of Consolidation	Basis of Presentation and Principles of Consolidation The Company’s consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The consolidated financial statements include the accounts of all subsidiaries in which the Company holds a controlling financial interest as of the financial statement date. The consolidated financial statements include the accounts of the Company Healthier Choices Management Corp., and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), Healthy Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice Markets IV, LLC (Green’s Natural Foods), Healthy Choice Markets V, LLC (Ellwood Thompson’s), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, Healthy Choice Wellness II, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., and The Vape Store, Inc. (“Vape Store”). All intercompany accounts and transactions have been eliminated in consolidation.
Segment Reporting	Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance. The Company’s decision-making group are the senior executive management team. The Company and the decision-making group view the Company’s operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S.
Use of Estimates in the Preparation of the Financial Statements	Use of Estimates in the Preparation of the Financial Statements The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results could differ from those estimates. These estimates and assumptions include inventory provisions, useful lives and impairment of long-lived assets, goodwill, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities acquired in business combinations. Certain of management’s estimates could be affected by external conditions, including those unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at least quarterly based on these conditions and records adjustments when necessary.
Revenue Recognition	Revenue Recognition Revenues from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are estimated using historical experience. The Company recognizes revenue in accordance with the following five-step model: ● identify arrangements with customers; ● identify performance obligations; ● determine transaction price; ● allocate transaction price to the separate performance obligations in the arrangement, if more than one exists; and ● recognize revenue as performance obligations are satisfied.
Shipping and Handling	Shipping and Handling Shipping charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For the years ended December 31, 2023 and 2022, shipping and handling costs of approximately $ 117,000 98,000
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash are concentrated in one no A summary of the financial institutions that had a cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT December 31, 2023 December 31, 2022 Total cash and restricted cash in excess of FDIC limits $ 3,814,426 $ 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 consolidated statements of cash flow: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2023 December 31, 2022 Cash $ 5,081,086 $ 22,911,892 Restricted cash 553,232 1,778,232 Total cash and restricted cash $ 5,634,318 $ 24,690,124
Restricted Cash	Restricted Cash The Company’s restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 security purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stocks. The balance also included cash held in the collateral account to cover the cash draw from the line of credit.
Accounts Receivable, Contract Assets and Contract Liabilities	Accounts Receivable, Contract Assets and Contract Liabilities Accounts receivables are claims to consideration which are unconditional; meaning no performance obligations remain for the Company and only the passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations remain before claims to consideration become unconditional. By nature of the Company’s operations, contract assets are typically not recognized. Contract liabilities are recorded when customers transfer consideration in advance of delivery of products or services, which the Company records for gift cards and loyalty reward programs. When one party to an arrangement performs before the other(s), the Company records an account receivable, contract asset or contract liability. The majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through delivery of products or services or breakage based on gift card and loyalty reward program term limits. The Company’s breakage policy is twenty-four months twelve months six months five twenty-four month Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors’ products in our stores. Concentration of accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES December 31, 2023 December 31, 2022 Customer A 2 % 17 % Customer B 4 % - % Customer C - % 6 % Customer - % 6 %
Other Current Assets	Other Current Assets Other current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted into cash within one business cycle. Included in “Other current assets” on our consolidated balance sheets are amounts primarily related to other receivables or non-trade receivable from government and other companies.
Inventories	Inventories Inventories are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company’s inventories consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable goods.
Property, Plant, and Equipment	Property, Plant, and Equipment Property, plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, displays with useful lives range from two ten years
Identifiable Intangible Assets and Goodwill	Identifiable Intangible Assets and Goodwill Identifiable intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable intangible assets are amortized over various periods of time, ranging from 4 10
Impairment of Long-Lived Assets	Impairment of Long-Lived Assets The Company reviews all long-lived assets such as property, plant, and equipment and definite-lived intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value. The Company conducted the long-lived assets impairment test, and based on Step 1 qualitative assessment, the Company concluded that the recurring losses coupled with the reduction in same store revenue and negative working capital were triggering events at December 31, 2023. The Company hired a third-party valuation firm to perform Step 2 quantitative assessment on long-lived assets. The Company used undiscounted cash flow method at weighted average cost of capital of 16.5
Goodwill	Goodwill The Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test is conducted on September 30 of each year or more often if deemed necessary. The Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain operational costs that have impacted our expectations such that future growth and profitability is lower than previous estimates. Furthermore, during the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant on its own, when combined with the other factors indicated that the Company’s goodwill of $ 6.1 no
Advertising	Advertising The Company expenses advertising costs as incurred. For the years ended December 31, 2023 and 2022, the company incurred advertising expenses of $ 564,000 146,000
Income Taxes	Income Taxes The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, “Income Taxes” (“ASC 740”). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than not that some portion or all of the deferred tax assets will not be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no no no
Leases	Leases Operating lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company’s incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred. The Company did not have finance leases in year 2023 and 2022. If the Company enters into a finance lease in the future, it will be accounted for in accordance with ASC Topic 842.
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, “Compensation-Stock Compensation” (“ASC 718”). These standards define a fair value based method of accounting for stock-based compensation. In accordance with ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company recognize forfeitures as they are incur.
Fair Value Measurements	Fair Value Measurements The fair value framework under FASB’s guidance requires the categorization of assets and liabilities into three levels based upon the assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the fair value measurement requirements are as follows: ● Level 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical assets or liabilities; ● Level 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and ● Level 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company’s own assumptions regarding the applicable asset or liability. Nonfinancial assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator of impairment and recorded at fair value when impairment is recognized or for a business combination.
Business Combination	Business Combination The Company applies the provisions of ASC Topic 805, Business Combinations
Recent Accounting Pronouncements	Recent Accounting Pronouncements Public companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial Accounting Standards Board (“FASB”) and the Securities and Exchange Commission (“SEC”). These authorities issue numerous pronouncements, most of which are not applicable to the Company’s current or reasonably foreseeable operating structure. In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, “Financial Instruments - Credit Losses (ASC 326)” This standard replaced the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“CECL”) methodology. CECL requires an estimate of credit losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit losses based on aging schedule, and provisioned approximately $ 15,000 On November 27, 2023, FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which requires public entities to consider relevant qualitative and quantitative factors when determining whether segment expense categories and amounts are significant, and identify segment expenses on the basis of amounts that are regularly provided to the chief operating decision maker (CODM), and included in reported segment profit or loss. The ASU is effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024. The Company does not believe this will have a material impact on the consolidated financial statements. On December 14, 2023, the FASB issued ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.
Reclassification	Reclassification Certain amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net loss. Below summarized reclassifications we made: ● Change in contingent consideration of $ 333,100 ● Investment for the amount of $ 9,771

BASIS OF PRESENTATION AND SUM_3

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT	SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT December 31, 2023 December 31, 2022 Total cash and restricted cash in excess of FDIC limits $ 3,814,426 $ 21,682,144
SCHEDULE OF CASH AND RESTRICTED CASH	The following table provides a reconciliation of cash and restricted cash to amounts shown in consolidated statements of cash flow: SCHEDULE OF CASH AND RESTRICTED CASH December 31, 2023 December 31, 2022 Cash $ 5,081,086 $ 22,911,892 Restricted cash 553,232 1,778,232 Total cash and restricted cash $ 5,634,318 $ 24,690,124
SCHEDULE OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES	Accounts receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors’ products in our stores. Concentration of accounts receivable consist of the following: SCHEDULE OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES December 31, 2023 December 31, 2022 Customer A 2 % 17 % Customer B 4 % - % Customer C - % 6 % Customer - % 6 %

DISAGGREGATION OF REVENUES (Tab

DISAGGREGATION OF REVENUES (Tables)	12 Months Ended
	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
SCHEDULE OF DISAGGREGATION OF REVENUES	SCHEDULE OF DISAGGREGATION OF REVENUES December 31, 2023 December 31, 2022 Vapor sales, net $ 617 $ 257,363 Grocery sales, net 55,689,793 29,009,640 Total revenue $ 55,690,410 $ 29,267,003 Retail Vapor $ - $ 257,363 Retail Grocery 47,243,163 25,867,061 Food service/restaurant 8,440,245 3,126,709 Online/e-Commerce 6,385 15,870 Wholesale Vapor 617 - Total revenue $ 55,690,410 $ 29,267,003

INVESTMENT (Tables)

INVESTMENT (Tables)	12 Months Ended
	Dec. 31, 2023
Investments, All Other Investments [Abstract]
SCHEDULE OF FAIR VALUE OF INVESTMENT	The following table summarizes the investment measured at fair value on a recurring basis as of December 31, 2023 and 2022: SCHEDULE OF FAIR VALUE OF INVESTMENT Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2023 Investment $ 9,771 $ (8,485 ) $ 1,286 Description Fair Value Measurements Using Quoted Prices in Active Market (Level 1) Mark to Market December 31, 2022 Investment $ 23,143 $ (13,372 ) $ 9,771

INVENTORIES (Tables)

INVENTORIES (Tables)	12 Months Ended
	Dec. 31, 2023
Inventory Disclosure [Abstract]
SCHEDULE OF INVENTORIES	SCHEDULE OF INVENTORIES December 31, 2023 December 31, 2022 Vapor Business $ 66,671 $ 66,828 Grocery Business 4,162,218 3,750,364 Total $ 4,228,889 $ 3,817,192

NOTES RECEIVABLE AND OTHER IN_2

NOTES RECEIVABLE AND OTHER INCOME (Tables)	12 Months Ended
	Dec. 31, 2023
Receivables [Abstract]
SUMMARY OF AMENDED NOTES	A summary of the Amended Note as of December 31, 2023 and 2022 is presented below: SUMMARY OF AMENDED NOTES December 31, Description 2023 2022 Promissory Note $ - $ 189,225

ACQUISITIONS (Tables)

ACQUISITIONS (Tables)	12 Months Ended
	Dec. 31, 2023
Business Acquisition [Line Items]
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 December 31, 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 December 31, 2023 $ -
SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION	SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION 2023 2022 December 31, 2023 2022 Sales $ 65,262,783 $ 68,786,398 Net loss (18,670,111 ) (4,171,713 )
Mother Earths Store house [Member]
Business Acquisition [Line Items]
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 Purchase Consideration Cash consideration paid $ 5,150,000 Purchase price allocation Inventory $ 805,000 Property, plant, and equipment 1,278,000 Intangible assets 1,609,000 Right of use asset - operating lease 1,797,000 Other liabilities (283,000 ) Operating lease liability (1,797,000 ) Goodwill 1,741,000 Net assets acquired $ 5,150,000 Finite-lived intangible assets Trade Names ( 8 $ 513,000 Customer Relationships ( 6 683,000 Non-Compete Agreement ( 5 413,000 Total intangible assets $ 1,609,000
Green's Natural Foods [Member]
Business Acquisition [Line Items]
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
Ellwood Thompsons [Member]
Business Acquisition [Line Items]
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 1, 2023 Purchase Consideration Cash consideration paid $ 750,000 Promissory note 718,000 Total Purchase Consideration $ 1,468,000 Purchase price allocation Inventory $ 851,000 Intangible assets 291,000 Right of use asset - Operating lease 1,325,000 Other liabilities (31,000 ) Operating lease liability (1,325,000 ) Goodwill 357,000 Net assets acquired $ 1,468,000 Finite-lived intangible assets Trade Names ( 8 $ 291,000 Total intangible assets $ 291,000

PROPERTY, PLANT, AND EQUIPMENT

PROPERTY, PLANT, AND EQUIPMENT (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT	Property, plant, and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT 2023 2022 Year Ended December 31, 2023 2022 Displays $ 312,146 $ 312,146 Building 575,000 575,000 Furniture and fixtures 596,355 560,256 Leasehold improvements 1,925,385 1,910,719 Computer hardware & equipment 190,019 160,210 Other 688,774 587,602 Property and equipment, gross 4,287,679 4,105,933 Less: accumulated depreciation and amortization (1,552,427 ) (993,025 ) Total property, plant, and equipment $ 2,735,252 $ 3,112,908

GOODWILL AND INTANGIBLE ASSETS

GOODWILL AND INTANGIBLE ASSETS (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL	The changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows: SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL December 31, 2023 December 31, 2022 Beginning balance $ 5,747,000 $ 916,000 Acquisitions 357,000 4,831,000 Impairment (6,104,000 ) - Ending balance $ - $ 5,747,000
SCHEDULE OF INTANGIBLE ASSETS, NET	Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4 6 $ 2,669,000 $ (1,330,972 ) $ 1,338,028 Trade names 8 10 2,860,000 (1,035,443 ) 1,824,557 Patents 10 397,165 (199,001 ) 198,164 Non-compete 4 5 1,602,000 (586,067 ) 1,015,933 Intangible assets, net $ 7,528,165 $ (3,151,483 ) $ 4,376,682 December 31, 2022 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Customer relationships 4 6 $ 2,669,000 $ (1,033,306 ) $ 1,635,694 Trade names 8 10 2,569,000 (725,723 ) 1,843,277 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	The weighted-average remaining amortization period of the Company’s amortizable intangible assets is approximately 5 years as of December 31, 2023. The estimated future amortization of the intangible assets is as follows: SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE - For the years ending December 31, 2024 $ 959,391 2025 953,891 2026 875,910 2027 731,489 2028 412,819 Thereafter 443,182 Total $ 4,376,682

CONTRACT LIABILITIES (Tables)

CONTRACT LIABILITIES (Tables)	12 Months Ended
	Dec. 31, 2023
Contract Liabilities
SUMMARY OF CONTRACT LIABILITIES ACTIVITY	A summary of the contract liabilities activity for the years ended December 31, 2023 and 2022 is presented below: SUMMARY OF CONTRACT LIABILITIES ACTIVITY 2023 2022 Year ended December 31, 2023 2022 Beginning balance as of January1, $ 198,606 $ 23,178 Issued 891,060 859,383 Redeemed (812,694 ) (628,012 ) Breakage recognized (69,459 ) (55,943 ) Ending balance as of December 31, $ 207,513 $ 198,606

DEBT (Tables)

DEBT (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
SCHEDULE OF BREAKDOWN OF DEBT	The following table provides a breakdown of the Company’s debt as of December 31, 2023 and 2022 is presented below: SCHEDULE OF BREAKDOWN OF DEBT 2023 2022 December 31, 2023 2022 Promissory note $ 3,106,508 $ 2,460,556 Line of credit 453,232 453,232 Other debt - 815 Total debt 3,559,740 2,914,603 Current portion of long-term debt (1,155,933 ) (536,542 ) Long-term debt $ 2,403,807 $ 2,378,061
SCHEDULE OF MATURITIES OF LONG TERM DEBT	The following table summarizes the 5-year repayment schedule: SCHEDULE OF MATURITIES OF LONG TERM DEBT - For the years ending December 31, 2024 $ 702,701 2025 746,042 2026 792,056 2027 724,333 2028 141,376 Total $ 3,106,508

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
	Dec. 31, 2023
Equity [Abstract]
SCHEDULE OF UNVESTED RESTRICTED STOCK	The following table reflects the activity for all unvested restricted stocks during 2023: SCHEDULE OF UNVESTED RESTRICTED STOCK Shares Weighted Average Grant Date Fair Value Unvested at January 1, 2023 5,500,000,000 $ 550,000 Granted 107,675,000,000 10,767,500 Vested (1,625,000,000 ) (162,500 ) Forfeited - - Unvested at December 31, 2023 111,550,000,000 $ 11,155,000
SUMMARY OF OPTION ACTIVITY	A summary of option activity during the years ended December 31, 2023 and 2022 is as follows: SUMMARY OF OPTION ACTIVITY Number of Options Weighted Average Exercise Price Weighted Average Remaining Term (Yrs.) Aggregate Intrinsic Value Outstanding, January 1, 2022 67,587,230,680 $ 0.0001 5 $ - Options granted - 0.0001 - Options forfeited or expired 0.0001 - Outstanding, December 31, 2022 67,587,230,680 $ 0.0001 4 $ - Options granted - 0.0001 - Options exercised - 0.0001 - Options forfeited or expired (8,480 ) 0.0001 - Outstanding, December 31, 2023 67,587,222,200 $ 0.0001 3 - Exercisable on December 31, 2023 67,587,222,200 $ 0.0001 3 $ -
SCHEDULE OF DILUTIVE LOSS PER SHARE	SCHEDULE OF DILUTIVE LOSS PER SHARE 2023 2022 December 31, 2023 2022 Preferred stock 11,111,000,000 148,470,000,000 Stock options 67,587,222,200 67,587,230,680 Restricted stock 113,175,000,000 5,500,000,000 Total 191,873,222,200 221,557,230,680

LEASES (Tables)

LEASES (Tables)	12 Months Ended
	Dec. 31, 2023
Leases
SCHEDULE OF MATURITY OF LEASE LIABILITIES	SCHEDULE OF MATURITY OF LEASE LIABILITIES Maturity of Lease Liabilities by Fiscal Year 2024 $ 3,212,909 2025 2,862,488 2026 2,521,339 2027 1,535,080 2028 834,710 Thereafter 1,363,363 Total undiscounted operating lease payments $ 12,329,889 Less: Imputed interest (1,021,443 ) Present value of operating lease liabilities $ 11,308,446
SCHEDULE OF BALANCE SHEET CLASSIFICATION AND OTHER INFORMATION	The following summarizes the Company’s operating leases: SCHEDULE OF BALANCE SHEET CLASSIFICATION AND OTHER INFORMATION Balance Sheet Classification December 31, 2023 December 31, 2022 Right of use asset $ 11,511,002 $ 10,604,935 Operating lease liability, current $ 2,842,829 $ 2,228,852 Operating lease liability, net of current 8,465,617 8,041,504 Total operating lease liabilities $ 11,308,446 $ 10,270,356 The amortization of the right-of-use asset of approximately $ 2,590,000 1,164,000 Other Information Weighted-average remaining lease term for operating leases 5 Weighted-average discount rate for operating leases 3.98 %
SCHEDULE OF LEASE EXPENSE	The following table represents the components of lease cost are as follows for twelve months ended December 31, 2023: SCHEDULE OF LEASE EXPENSE December 31, 2023 Operating lease cost $ 2,265,820 Variable lease cost 944,987 Short-term lease cost 324,507 Total rent expense $ 3,535,313

INCOME TAXES (Tables)

INCOME TAXES (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
SCHEDULE OF INCOME TAX RECONCILIATION EXPECTED EXPENSE (BENEFIT)	The Company did not have s expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit) reflected in the accompanying statement of operations: SCHEDULE OF INCOME TAX RECONCILIATION EXPECTED EXPENSE (BENEFIT) 2023 2022 Year Ended December 31, 2023 2022 U.S. federal statutory rate $ (3,881,403 ) $ (1,515,700 ) State and local taxes, net of federal benefit (1,036,963 ) (359,643 ) Change in valuation allowance 4,999,204 2,733,655 True-up & deferred adjustment (19,998 ) 144 Other permanent items 2,928 - Change in tax rate (63,768 ) (252,392 ) Other - (606,064 ) Total income tax benefit $ - $ -
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	As of December 31, 2023 and 2022, the Company’s deferred tax assets and liabilities consisted of the effects of temporary differences attributable to the following: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES 2023 2022 Year Ended December 31, 2023 2022 Deferred tax assets: Net operating losses $ 19,684,763 $ 17,030,852 Unrealized loss on investment 39,580 36,436 Accrued Expenses and Deferred Income - 149,402 Charitable contribution 8,330 5,737 Stock based compensation 3,029,964 2,099,241 Net book value of intangible assets 1,801,150 314,775 UNICAP 263a Adjustment 53,284 - ASC 842 - Lease Accounting 65,172 44,484 Total deferred tax assets 24,682,243 19,680,927 Deferred tax liabilities: Net book value of fixed assets (29,652 ) (27,540 ) Total deferred tax liabilities (29,652 ) (27,540 ) Net deferred tax assets 24,652,591 19,653,387 Valuation allowance (24,652,591 ) (19,653,387 ) Net deferred tax assets $ - $ -

SEGMENT INFORMATION (Tables)

SEGMENT INFORMATION (Tables)	12 Months Ended
	Dec. 31, 2023
Segment Reporting [Abstract]
SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS	Summarized below are the total net sales and segment operating results for each reporting segment: SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS Year Ended Net Sales Segment Gross Profit December 31, 2023 December 31, 2022 December 31, 2023 December 31, 2022 Vapor $ 617 $ 257,363 $ (170 ) $ 144,483 Grocery 55,689,793 29,009,640 20,348,224 10,079,735 Total $ 55,690,410 $ 29,267,003 20,348,054 10,224,218 Corporate expenses 38,323,733 18,877,302 Operating loss (17,975,679 ) (8,653,084 ) Corporate other (expense) income, net (507,201 ) 1,435,473 Net loss (18,482,880 ) (7,217,611 )

ORGANIZATION, BASIS OF PRESEN_2

ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS (Details Narrative) - Store	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Oct. 14, 2022
Revenue Benchmark [Member] | Supplier Concentration Risk [Member] | Vendor [Member]
Product Information [Line Items]
Concentration risk percentage	40%	36%
Paradise Health Nutrition S [Member]
Product Information [Line Items]
Number of stores	3
Mother Earths Store house [Member]
Product Information [Line Items]
Number of stores	2
Green's Natural Foods [Member]
Product Information [Line Items]
Number of stores	8		8

GOING CONCERN AND MANAGEMENT__2

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash	$ 5,081,086	$ 22,911,892
Working capital	500,000
General and administrative expense	$ 1,000,000

SCHEDULE OF CASH AND CASH EQUIV

SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Accounting Policies [Abstract]
Total cash and restricted cash in excess of FDIC limits	$ 3,814,426	$ 21,682,144

SCHEDULE OF CASH AND RESTRICTED

SCHEDULE OF CASH AND RESTRICTED CASH (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Accounting Policies [Abstract]
Cash	$ 5,081,086	$ 22,911,892
Restricted cash	553,232	1,778,232
Total cash and restricted cash	$ 5,634,318	$ 24,690,124	$ 26,496,404

SCHEDULE OF ACCOUNTS RECEIVABLE

SCHEDULE OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member]	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Customer A [Member]
Product Information [Line Items]
Concentration of accounts receivable percentage	2%	17%
Customer B [Member]
Product Information [Line Items]
Concentration of accounts receivable percentage	4%
Customer C [Member]
Product Information [Line Items]
Concentration of accounts receivable percentage		6%

BASIS OF PRESENTATION AND SUM_4

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	12 Months Ended
	Dec. 31, 2023 USD ($) FinancialInstitution	Dec. 31, 2022 USD ($)
Product Information [Line Items]
Shipping handling and transportations cost	$ 117,000	$ 98,000
Number of financial institution | FinancialInstitution	1
Cash equivalents at carrying value	$ 0	0
Cash FDIC insured amount	$ 250,000	250,000
Loyalty rewards earned percentage	500%
Contract liabilities expected recognition period	24 months
Weighted average discount rate	16.50%
Goodwill impairment loss	$ 6,104,000
Advertising expense	564,000	146,000
Unrecognized tax benefits	0	0
Accrued interest and penalties	0	0
Uncertain tax positions	0	0
Credit losses	15,000
Contingent consideration	$ 774,900	333,100
Investments		$ 9,771
Minimum [Member]
Product Information [Line Items]
Property plant and equipment useful life	2 years
Finite lived intangible asset useful life	4 years
Maximum [Member]
Product Information [Line Items]
Property plant and equipment useful life	10 years
Finite lived intangible asset useful life	10 years
Gift Cards [Member]
Product Information [Line Items]
Breakage Policy Period	24 months
Grocery Loyalty Rewards [Member]
Product Information [Line Items]
Breakage Policy Period	12 months
Vapor Loyalty Rewards [Member]
Product Information [Line Items]
Breakage Policy Period	6 months

SCHEDULE OF DISAGGREGATION OF R

SCHEDULE OF DISAGGREGATION OF REVENUES (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Disaggregation of Revenue [Line Items]
Total revenue	$ 55,690,410	$ 29,267,003
Vapor [Member]
Disaggregation of Revenue [Line Items]
Total revenue	617	257,363
Vapor [Member] | Operating Segments [Member]
Disaggregation of Revenue [Line Items]
Total revenue	617	257,363
Grocery [Member]
Disaggregation of Revenue [Line Items]
Total revenue	55,689,793	29,009,640
Grocery [Member] | Operating Segments [Member]
Disaggregation of Revenue [Line Items]
Total revenue	55,689,793	29,009,640
Retail Vapor [Member]
Disaggregation of Revenue [Line Items]
Total revenue		257,363
Retail Grocery [Member]
Disaggregation of Revenue [Line Items]
Total revenue	47,243,163	25,867,061
Food Service And Restaurant [Member]
Disaggregation of Revenue [Line Items]
Total revenue	8,440,245	3,126,709
Online And E Commerce [Member]
Disaggregation of Revenue [Line Items]
Total revenue	6,385	15,870
Wholesale Vapor [Member]
Disaggregation of Revenue [Line Items]
Total revenue	$ 617

SCHEDULE OF FAIR VALUE OF INVES

SCHEDULE OF FAIR VALUE OF INVESTMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Platform Operator, Crypto-Asset [Line Items]
Investment	$ 1,286	$ 9,771
Measurement Input, Quoted Price [Member]
Platform Operator, Crypto-Asset [Line Items]
Investment	(8,485)	(13,372)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto-Asset [Line Items]
Investment	$ 9,771	$ 23,143

INVESTMENT (Details Narrative)

INVESTMENT (Details Narrative)	12 Months Ended
	Dec. 31, 2018 USD ($) shares
Investments, All Other Investments [Abstract]
Investment cost | $	$ 150,000
Investment in common stock shares | shares	85,714

SCHEDULE OF INVENTORIES (Detail

SCHEDULE OF INVENTORIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Total	$ 4,228,889	$ 3,817,192
Vapor [Member]
Total	66,671	66,828
Grocery [Member]
Total	$ 4,162,218	$ 3,750,364

INVENTORIES (Details Narrative)

INVENTORIES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Inventory write down	$ 2,471,653	$ 1,507,213

SUMMARY OF AMENDED NOTES (Detai

SUMMARY OF AMENDED NOTES (Details) - USD ($)	Dec. 31, 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	12 Months Ended
	Aug. 31, 2022	Sep. 06, 2018	Aug. 31, 2023	Dec. 31, 2023	Dec. 31, 2022
Accounts, Notes, Loans and Financing Receivable [Line Items]
Proceeds from sale of notes receivable				$ 178,294	$ 58,690
Interest income				$ 178,000	$ 59,000
Promissory Notes [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Payment term		36 months
Loan amount		$ 582,260
Interest rate		7%
Payment of notes receivable, weekly		$ 4,141
Balloon payment			$ 135,000
Proceeds from sale of notes receivable			145,931
Other expenses			$ 10,931
Amended Note [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loan amount	$ 211,355
Interest rate	7%
Payment of notes receivable, weekly	$ 1,500
Balloon payment	$ 145,931
Extension term	1 year

SUMMARY OF PURCHASE PRICE ALLOC

SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED (Details) - USD ($)				12 Months Ended
	Oct. 01, 2023	Oct. 14, 2022	Feb. 09, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Business Acquisition [Line Items]
Goodwill					$ 5,747,000	$ 916,000
Cash consideration paid				$ 750,000	$ 10,291,674
Mother Earths Store house [Member]
Business Acquisition [Line Items]
Total Purchase Consideration			$ 5,150,000
Inventory			805,000
Property and equipment			1,278,000
Total intangible assets			1,609,000
Right of use asset - Operating lease			1,797,000
Other liabilities			(283,000)
Operating lease liability			(1,797,000)
Goodwill			1,741,000
Net assets acquired			5,150,000
Total intangible assets			1,609,000
Cash consideration paid			677,500
Mother Earths Store house [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Total intangible assets			513,000
Mother Earths Store house [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Total intangible assets			683,000
Mother Earths Store house [Member] | Noncompete Agreements [Member]
Business Acquisition [Line Items]
Total intangible assets			$ 413,000
Green's Natural Foods [Member]
Business Acquisition [Line Items]
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
Total intangible assets		3,251,000
Cash consideration paid		5,142,000
Promissory note		3,000,000
Contingent consideration issued to Green's Natural seller		1,108,000
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
Ellwood Thompsons [Member]
Business Acquisition [Line Items]
Total Purchase Consideration	$ 1,468,000
Inventory	851,000
Total intangible assets	291,000
Right of use asset - Operating lease	1,325,000
Other liabilities	(31,000)
Operating lease liability	(1,325,000)
Goodwill	357,000
Net assets acquired	1,468,000
Total intangible assets	291,000
Cash consideration paid	750,000
Promissory note	718,000
Ellwood Thompsons [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Total intangible assets	$ 291,000

SCHEDULE OF PURCHASE PRICE ALLO

SCHEDULE OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED (Details) (Parenthetical)	Oct. 01, 2023	Oct. 14, 2022	Feb. 09, 2022
Mother Earths Store house [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life			8 years
Mother Earths Store house [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life			6 years
Mother Earths Store house [Member] | Noncompete Agreements [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life			5 years
Green's Natural Foods [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life		8 years
Green's Natural Foods [Member] | Customer Relationships [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life		6 years
Green's Natural Foods [Member] | Noncompete Agreements [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life		5 years
Ellwood Thompsons [Member] | Trademarks and Trade Names [Member]
Business Acquisition [Line Items]
Finite-lived intangible assets useful life	8 years

SCHEDULE OF CHANGE IN FAIR VALU

SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION (Details) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Balance as of December 31, 2022		$ 774,900
Remeasurement		(774,900)	$ (333,100)
Balance as of December 31, 2023	$ 774,900		774,900
Green's Natural Foods [Member] | Fair Value, Inputs, Level 3 [Member]
Business Acquisition [Line Items]
Balance as of December 31, 2022	1,108,000	774,900
Remeasurement	(333,100)	(774,900)
Balance as of December 31, 2023	$ 774,900		$ 774,900

SCHEDULE OF SUPPLEMENTAL PRO FO

SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION (Details) - Green's Natural Foods [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Sales	$ 65,262,783	$ 68,786,398
Net loss	$ (18,670,111)	$ (4,171,713)

ACQUISITIONS (Details Narrative

ACQUISITIONS (Details Narrative)				12 Months Ended
	Oct. 01, 2023 USD ($)	Oct. 14, 2022 USD ($) Store	Feb. 09, 2022 USD ($)	Dec. 31, 2023 USD ($) Store	Dec. 31, 2022 USD ($)
Business Acquisition [Line Items]
Cash purchase price				$ 750,000	$ 10,291,674
Revenue				55,690,410	29,267,003
Net loss				$ (18,482,880)	(7,217,611)
Mother Earths Store house [Member]
Business Acquisition [Line Items]
Cash purchase price			$ 677,500
Revenue					11,900,000
Net loss					300,000
Number of stores | Store				2
Cash consideration paid			5,150,000
Mother Earths Store house [Member] | Selling, General and Administrative Expenses [Member]
Business Acquisition [Line Items]
Non recurring acquistion related expenses					157,000
Mother Earths Store house [Member] | Asset Purchase Agreement [Member]
Business Acquisition [Line Items]
Cash purchase price			$ 4,472,500
Green's Natural Foods [Member]
Business Acquisition [Line Items]
Cash purchase price		$ 5,142,000
Amortization period for goodwill for tax purposes		15 years	15 years
Revenue					6,300,000
Net loss					50,000
Number of stores | Store		8		8
Promissory note		$ 3,000,000
Cash consideration paid		$ 9,250,000
Interest rate		3.80%
Promissory note		$ 3,000,000
Green's Natural Foods [Member] | Promissory Notes [Member]
Business Acquisition [Line Items]
Principal amount		3,000,000
Interest expense				$ 160,000	30,000
Green's Natural Foods [Member] | Selling, General and Administrative Expenses [Member]
Business Acquisition [Line Items]
Non recurring acquistion related expenses					906,000
Sellers [Member]
Business Acquisition [Line Items]
Cash consideration paid		$ 1,108,000
Ellwood Thompsons [Member]
Business Acquisition [Line Items]
Cash purchase price	$ 750,000
Amortization period for goodwill for tax purposes	15 years
Revenue				3,100,000
Net loss				300,000
Cash consideration paid	$ 1,468,000
Promissory note	718,000
Interest expense				32,000
Ellwood Thompsons [Member] | Acquisition-related Costs [Member]
Business Acquisition [Line Items]
Non recurring acquistion related expenses				131,000	$ 1,063,000
Ellwood Thompsons [Member] | Promissory Notes [Member]
Business Acquisition [Line Items]
Principal amount	$ 750,000			750,000
Debt fair value				718,000
Interest expense				39,000
Ellwood Thompsons [Member] | Selling, General and Administrative Expenses [Member]
Business Acquisition [Line Items]
Non recurring acquistion related expenses				$ 131,000

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 4,287,679	$ 4,105,933
Less: accumulated depreciation and amortization	(1,552,427)	(993,025)
Total property, plant, and equipment	2,735,252	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	596,355	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	190,019	160,210
Other Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 688,774	$ 587,602

PROPERTY, PLANT, AND EQUIPMEN_2

PROPERTY, PLANT, AND EQUIPMENT (Details Narrative) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 0.6	$ 0.3

SCHEDULE OF CHANGES IN CARRYING

SCHEDULE OF CHANGES IN CARRYING AMOUNT OF GOODWILL (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Beginning balance	$ 5,747,000	$ 916,000
Acquisitions	357,000	4,831,000
Impairment	(6,104,000)
Ending balance		$ 5,747,000

SCHEDULE OF INTANGIBLE ASSETS,

SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 7,528,165	$ 7,224,665
Accumulated amortization	(3,151,483)	(2,219,154)
Net carrying amount	$ 4,376,682	5,005,511
Minimum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	4 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
Useful lives	10 years
Customer Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,669,000	2,669,000
Accumulated amortization	(1,330,972)	(1,033,306)
Net carrying amount	$ 1,338,028	$ 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
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 2,860,000	$ 2,569,000
Accumulated amortization	(1,035,443)	(725,723)
Net carrying amount	$ 1,824,557	$ 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
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 397,165	$ 384,665
Accumulated amortization	(199,001)	(159,658)
Net carrying amount	$ 198,164	$ 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	(586,067)	(300,467)
Net carrying amount	$ 1,015,933	$ 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 ($)	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
2024	$ 959,391
2025	953,891
2026	875,910
2027	731,489
2028	412,819
Thereafter	443,182
Total	$ 4,376,682	$ 5,005,511

GOODWILL AND INTANGIBLE ASSET_2

GOODWILL AND INTANGIBLE ASSETS (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Weighted equity value percentage	50%
Weighted average cost of capital discount rate	16.50%
Goodwill impairment loss	$ 6,104,000
Amortization expense	$ 900,000	$ 800,000

SUMMARY OF CONTRACT LIABILITIES

SUMMARY OF CONTRACT LIABILITIES ACTIVITY (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Contract Liabilities
Beginning balance as of January1,	$ 198,606	$ 23,178
Issued	891,060	859,383
Redeemed	(812,694)	(628,012)
Breakage recognized	(69,459)	(55,943)
Ending balance as of December 31,	$ 207,513	$ 198,606

SCHEDULE OF BREAKDOWN OF DEBT (

SCHEDULE OF BREAKDOWN OF DEBT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total debt	$ 3,559,740	$ 2,914,603
Current portion of long-term debt	(1,155,933)	(536,542)
Long-term debt	2,403,807	2,378,061
Promissory Notes [Member]
Short-Term Debt [Line Items]
Total debt	3,106,508	2,460,556
Line Of Credits [Member]
Short-Term Debt [Line Items]
Total debt	453,232	453,232
Other Debt [Member]
Short-Term Debt [Line Items]
Total debt		$ 815

SCHEDULE OF MATURITIES OF LONG

SCHEDULE OF MATURITIES OF LONG TERM DEBT (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Short-Term Debt [Line Items]
Total	$ 3,559,740	$ 2,914,603
Promissory Notes [Member]
Short-Term Debt [Line Items]
2024	702,701
2025	746,042
2026	792,056
2027	724,333
2028	141,376
Total	$ 3,106,508	$ 2,460,556

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)				12 Months Ended
	Oct. 01, 2023	Oct. 14, 2022	Nov. 03, 2021	Dec. 31, 2023	Dec. 31, 2022
Line of Credit Facility [Line Items]
Line of credit				$ 453,232	$ 453,232
Ellwood Thompsons [Member]
Line of Credit Facility [Line Items]
Interest expense				32,000
Promissory Notes [Member] | Green's Natural Foods [Member]
Line of Credit Facility [Line Items]
Principal amount		$ 3,000,000
Loan term		5 years
Interest rate		6%
Notes payable				2,378,000	2,914,000
Interest expense				160,000	30,000
Promissory Notes [Member] | Ellwood Thompsons [Member]
Line of Credit Facility [Line Items]
Principal amount	$ 750,000			750,000
Loan term	5 years
Interest rate	6%
Interest expense				39,000
Debt outstanding	$ 718,000			728,000
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity			$ 2,000,000
Interest rate			1%
Percentage of cash secured			100%
Line of credit				$ 453,232	$ 453,232

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) User in Millions						12 Months Ended
	Apr. 12, 2023 Appeal	Feb. 22, 2022 USD ($)	Feb. 02, 2022 USD ($)	Feb. 26, 2021 USD ($)	Aug. 13, 2018 USD ($) shares	Dec. 31, 2023 USD ($) shares	Nov. 30, 2020 USD ($) User
Loss Contingencies [Line Items]
Extend expiration date of vesting period for restricted stock description						On August 12, 2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by six months to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock by six months to February 13, 2021.
Employment agreement term description						The term of the employment agreement shall be automatically renewed for successive one-year terms unless notice of non-renewal is given by either party at least 30 days before the end of the Term.
Potential exposure						$ 1,500,000
Accrued liabilities, current						1,500,000
Philip Morris [Member]
Loss Contingencies [Line Items]
Number of users approached | User							14
Investment amount							$ 3,000,000,000
Philip Morris [Member] | Patent Infringement Litigation [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
Restricted Stock [Member]
Loss Contingencies [Line Items]
Restricted common stock grants (in shares) | shares						107,675,000,000
Chief Executive Officer [Member]
Loss Contingencies [Line Items]
Additional employment agreement term						3 years
Annual base salary					$ 450,000
Severance payments term of base salary						2 years
Options forfeited or expired | shares					11,000,000,000
Chief Executive Officer [Member] | Restricted Stock [Member]
Loss Contingencies [Line Items]
Restricted common stock grants (in shares) | shares					11,000,000,000
Severance payments term of base salary					1 year
Chief Executive Officer [Member] | Minimum [Member]
Loss Contingencies [Line Items]
Target bonus percentage					20%
Chief Executive Officer [Member] | Maximum [Member]
Loss Contingencies [Line Items]
Target bonus percentage					200%
President And Chief Operating Officer [Member]
Loss Contingencies [Line Items]
Annual base salary				$ 400,000
Increment percentage on salary				10%
Chief Financial Officer [Member]
Loss Contingencies [Line Items]
Annual base salary			$ 300,000
Increment percentage on salary			10%

SCHEDULE OF UNVESTED RESTRICTED

SCHEDULE OF UNVESTED RESTRICTED STOCK (Details) - Restricted Stock [Member]	12 Months Ended
	Dec. 31, 2023 USD ($) shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested, Beginning in shares | shares	5,500,000,000
Unvested, Beginning Balance | $	$ 550,000
Granted in shares | shares	107,675,000,000
Weighted average granted | $	$ 10,767,500
Vested in shares | shares	(1,625,000,000)
Weighted average vested | $	$ (162,500)
Forfeited in shares | shares
Weighted average forfeited | $
Unvested, Ending in shares | shares	111,550,000,000
Unvested, Ending Balance | $	$ 11,155,000

SUMMARY OF OPTION ACTIVITY (Det

SUMMARY OF OPTION ACTIVITY (Details) - Equity Option [Member] - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Outstanding beginning in shares	67,587,230,680	67,587,230,680
Weighted average exercise price, Balance	$ 0.0001	$ 0.0001
Weighted average remaining contractual life	3 years	4 years	5 years
Aggregate intrinsic value, outstanding
Options granted in shares
Weighted average exercise price, Granted		$ 0.0001
Weighted average exercise price, Forfeited		$ 0.0001
Options exercised in shares
Weighted average exercise price, Exercised	$ 0.0001
Options forfeited in shares	(8,480)
Outstanding Ending in shares	67,587,222,200	67,587,230,680	67,587,230,680
Weighted average exercise price, Balance	$ 0.0001	$ 0.0001	$ 0.0001
Aggregate intrinsic value, outstanding
Exercisable in shares	67,587,222,200
Weighted average exercisable, Balance	$ 0.0001
Weighted average remaining contractual life, Excersiable	3 years
Aggregate intrinsic value, exercisable

SCHEDULE OF DILUTIVE LOSS PER S

SCHEDULE OF DILUTIVE LOSS PER SHARE (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	191,873,222,200	221,557,230,680
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,111,000,000	148,470,000,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	67,587,222,200	67,587,230,680
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	113,175,000,000	5,500,000,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)								12 Months Ended
	Oct. 30, 2023	May 15, 2023	Apr. 23, 2023 shares	Dec. 14, 2022 USD ($) shares	Aug. 18, 2022 USD ($) $ / shares shares	Jan. 01, 2022 USD ($) shares	Feb. 07, 2021 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Dec. 31, 2022 USD ($) $ / shares shares	Mar. 01, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized								750,000,000,000	750,000,000,000
Preferred stock shares issued								0	800
Preferred stock price per share | $ / shares								$ 1,000	$ 1,000
Redemption value | $								$ 22,222
Number of directors, stock granted				2 years
Stock based compensation | $								$ 3,430,000	$ 72,000
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of additional shares approved for issuance								107,675,000,000
Restricted Stock [Member] | Share-Based Payment Arrangement, Nonemployee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock fair value | $				$ 400,000		$ 150,000
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Redemption value | $
Securities Purchase Agreement [Member] | Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued								8,000,000,000
Series D Convertible Preferred Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Convertible Preferred Stock exercised							4,200
Series D Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares issued							5,000
Preferred stock price per share | $ / shares							$ 1,000
Aggregate subscription price | $							$ 5,000,000
Number of shares exercised								800
Conversion price (in dollars per share) | $ / shares								$ 0.0001
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Preferred stock 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]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Convertible preferred stock, shares								1,585
Conversion of series E convertible preferred stock								15,850,000,000
Redemption shares								12,026
Redemption value | $								$ 12,004,000
Series E Preferred Stock [Member] | Securities Purchase Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Conversion price (in dollars per share) | $ / 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]
Share-Based Compensation Arrangement by Share-Based Payment Award [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]
Share-Based Compensation Arrangement by Share-Based Payment Award [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 Preferred Stock [Member] | Third Amendment To Securities Purchase Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
convertible preferred stock	(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.
2015 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares authorized								225,000,000,000
Common stock available for grant								2,500,000,000
2015 Equity Incentive Plan [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Vesting percent			12.50%	12.50%		25%
2015 Equity Incentive Plan [Member] | Restricted Stock [Member] | Employees And Executive Officers [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of additional shares approved for issuance			107,675,000,000	4,000,000,000		1,500,000,000
2009 Equity Incentive Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock available for grant								0

SCHEDULE OF MATURITY OF LEASE L

SCHEDULE OF MATURITY OF LEASE LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
2024	$ 3,212,909
2025	2,862,488
2026	2,521,339
2027	1,535,080
2028	834,710
Thereafter	1,363,363
Total undiscounted operating lease payments	12,329,889
Less: Imputed interest	(1,021,443)
Present value of operating lease liabilities	$ 11,308,446	$ 10,270,356

SCHEDULE OF BALANCE SHEET CLASS

SCHEDULE OF BALANCE SHEET CLASSIFICATION AND OTHER INFORMATION (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Leases
Right of use asset	$ 11,511,002	$ 10,604,935
Operating lease liability, current	2,842,829	2,228,852
Operating lease liability, net of current	8,465,617	8,041,504
Total operating lease liabilities	$ 11,308,446	$ 10,270,356
Weighted-average remaining lease term for operating leases	5 years
Weighted-average discount rate for operating leases	3.98%

SCHEDULE OF LEASE EXPENSE (Deta

SCHEDULE OF LEASE EXPENSE (Details)	12 Months Ended
	Dec. 31, 2023 USD ($)
Leases
Operating lease cost	$ 2,265,820
Variable lease cost	944,987
Short-term lease cost	324,507
Total rent expense	$ 3,535,313

LEASES (Details Narrative)

LEASES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Amortization expense	$ 2,590,325	$ 1,164,027
Rent expense	3,500,000	$ 1,500,000
Cash paid for leasing arrangement	$ 2,458,000
Maximum [Member]
Lease agreements term	20 years

SCHEDULE OF INCOME TAX RECONCIL

SCHEDULE OF INCOME TAX RECONCILIATION EXPECTED EXPENSE (BENEFIT) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
U.S. federal statutory rate	$ (3,881,403)	$ (1,515,700)
State and local taxes, net of federal benefit	(1,036,963)	(359,643)
Change in valuation allowance	4,999,204	2,733,655
True-up & deferred adjustment	(19,998)	144
Other permanent items	2,928
Change in tax rate	(63,768)	(252,392)
Other		(606,064)
Total income tax benefit

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Dec. 31, 2022
Income Tax Disclosure [Abstract]
Net operating losses	$ 19,684,763	$ 17,030,852
Unrealized loss on investment	39,580	36,436
Accrued Expenses and Deferred Income		149,402
Charitable contribution	8,330	5,737
Stock based compensation	3,029,964	2,099,241
Net book value of intangible assets	1,801,150	314,775
UNICAP 263a Adjustment	53,284
ASC 842 - Lease Accounting	65,172	44,484
Total deferred tax assets	24,682,243	19,680,927
Net book value of fixed assets	(29,652)	(27,540)
Total deferred tax liabilities	(29,652)	(27,540)
Net deferred tax assets	24,652,591	19,653,387
Valuation allowance	(24,652,591)	(19,653,387)
Net deferred tax assets

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Operating Loss Carryforwards [Line Items]
Valuation allowance	$ 4,999,204	$ 2,733,655
Domestic Tax Authority [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	79,500,000
Domestic Tax Authority [Member] | Tax Year 2032 Through 2037 [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	46,300,000
Domestic Tax Authority [Member] | Tax Year No Expiration Date [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	33,200,000
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	64,800,000
State and Local Jurisdiction [Member] | Tax Year 2032 Through 2037 [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	36,300,000
State and Local Jurisdiction [Member] | Tax Year No Expiration Date [Member]
Operating Loss Carryforwards [Line Items]
Operating loss carryforwards	$ 28,500,000

SCHEDULE OF INFORMATION ABOUT R

SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
TOTAL SALES, NET	$ 55,690,410	$ 29,267,003
Net sales	20,348,054	10,224,218
Corporate expenses	38,323,733	18,877,302
Operating Income (Loss)	(17,975,679)	(8,653,084)
Corporate other income (expense), net	(507,201)	1,435,473
Net income	(18,482,880)	(7,217,611)
Vapor [Member]
Revenue from External Customer [Line Items]
TOTAL SALES, NET	617	257,363
Vapor [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
TOTAL SALES, NET	617	257,363
Net sales	(170)	144,483
Grocery [Member]
Revenue from External Customer [Line Items]
TOTAL SALES, NET	55,689,793	29,009,640
Grocery [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
TOTAL SALES, NET	55,689,793	29,009,640
Net sales	$ 20,348,224	$ 10,079,735

SEGMENT INFORMATION (Details Na

SEGMENT INFORMATION (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Revenue from External Customer [Line Items]
Depreciation and amortization	$ 1,492,261	$ 1,061,615
Vapor [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Depreciation and amortization	18,000	19,000
Grocery [Member] | Operating Segments [Member]
Revenue from External Customer [Line Items]
Depreciation and amortization	$ 1,500,000	$ 1,000,000

EMPLOYEE RETENTION CREDITS (Det

EMPLOYEE RETENTION CREDITS (Details Narrative)	Dec. 31, 2023 USD ($)
Employee Retention Credits
Employee retention credit	$ 930,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative)	Jan. 18, 2024 USD ($) $ / shares shares
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Share price | $ / shares	$ 10
Subsequent Event [Member] | Common Class A [Member] | IPO [Member]
Subsequent Event [Line Items]
Stock issued value	$ 1,700,000
Stock issued Shares | shares	188,889
Securities Purchase Agreement [Member] | Unsecured Promissory Note [Member]
Subsequent Event [Line Items]
Stock issued value	$ 1,900,000
Securities Purchase Agreement [Member] | Unsecured Promissory Note [Member] | Subsequent Event [Member]
Subsequent Event [Line Items]
Original issued rate	10%
Accrued interest rate	10%