Healthier Choices Management (HCMC) 10-Q 14 Nov 24 2024 Q3 Quarterly report Financial data

Cover

Cover - $ / shares	9 Months Ended
	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-36469
Entity Registrant Name	HEALTHIER CHOICES MANAGEMENT CORP.
Entity Central Index Key	0000844856
Entity Tax Identification Number	84-1070932
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	3800 North 28th Way
Entity Address, City or Town	Hollywood
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33020
City Area Code	305
Local Phone Number	600-5004
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	HCMC
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		481,266,632,384
Entity Listing, Par Value Per Share	$ 0.0001

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalent	$ 2,533,980	$ 3,658,506
Inventories	66,585	66,671
Prepaid expenses and vendor deposits	196,846	1,493,354
Other current assets	40,530	8,714
Restricted cash	553,232	553,232
Current assets of discontinued operations		5,944,781
TOTAL CURRENT ASSETS	3,391,173	11,725,258
Property, plant, and equipment, net of accumulated depreciation	86,964	58,613
Intangible assets, net of accumulated amortization	167,932	198,163
Right of use asset – operating lease, net	14,479	98,440
Other assets	124,100	154,329
Other assets of discontinued operations		18,734,776
TOTAL ASSETS	3,784,648	30,969,579
CURRENT LIABILITIES
Accounts payable and accrued expenses	2,619,248	3,104,253
Line of credit	453,232	453,232
Operating lease liability, current	12,363	94,005
Current liabilities of discontinued operations		8,579,449
TOTAL CURRENT LIABILITIES	3,191,684	12,230,939
Due to related party		3,753,003
Operating lease liability, net of current	2,117	4,435
Other Long-term Liabilities of Discontinued Operations		7,111,986
TOTAL LIABILITIES	3,193,801	23,100,363
COMMITMENTS AND CONTINGENCIES (SEE NOTE 11)
CONVERTIBLE PREFERRED STOCK
Series E redeemable convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,111 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively; aggregate liquidation preference of $1.1 million as of September 30, 2024 and December 31, 2023, respectively.	1,111,100	1,111,100
STOCKHOLDERS’ EQUITY
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 481,266,632,384 and 478,266,632,384 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively.	48,126,663	47,826,663
Additional paid-in capital	24,212,690	21,028,274
Accumulated deficit	(72,859,606)	(62,096,821)
TOTAL STOCKHOLDERS’ EQUITY	(520,253)	6,758,116
TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	3,784,648	30,969,579
Related Party [Member]
CURRENT LIABILITIES
Due to related party	$ 106,841

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Millions	Sep. 30, 2024	Dec. 31, 2023
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	1,111
Series E convertible preferred stock, outstanding	1,111	1,111
Series E convertible preferred stock, aggregate liquidation preference	$ 1.1	$ 1.1
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	750,000,000,000	750,000,000,000
Common stock, shares issued	481,266,632,384	478,266,632,384
Common stock, shares outstanding	481,266,632,384	478,266,632,384

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024		Sep. 30, 2023
Income Statement [Abstract]
SALES, NET	$ 52		$ 345		$ 39
COST OF SALES	15		190		653
GROSS PROFIT	37		155		(614)
OPERATING EXPENSES	2,143,442	2,136,026	6,312,846		5,448,812
LOSS FROM OPERATIONS	(2,143,405)	(2,136,026)	(6,312,691)		(5,449,426)
OTHER INCOME (EXPENSE)
Loss on investment	(343)	343	(1,336)	[1]	(8,057)	[1]
Other income, net	260,000	(10,932)	260,000		(10,932)
Interest income (expense), net	15,105	75,299	114,732		358,322
TOTAL OTHER INCOME (EXPENSE), NET	274,762	64,710	373,396		339,333
NET LOSS FROM CONTINUING OPERATIONS	(1,868,643)	(2,071,316)	(5,939,295)		(5,110,093)
NET LOSS FROM DISCONTINUED OPERATIONS	(2,478,388)	(919,673)	(3,775,559)		(2,440,952)
NET LOSS	(4,347,031)	(2,990,989)	(9,714,854)	[1]	(7,551,045)	[1]
INDUCED CONVERSIONS OF PREFERRED STOCK					(152,500)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS FROM CONTINUING OPERATIONS	(1,868,643)	(2,071,316)	(5,939,295)		(5,262,593)
NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS FROM DISCONTINUED OPERATIONS	$ (2,478,388)	$ (919,673)	$ (3,775,559)		$ (2,440,952)
NET LOSS PER SHARE-BASIC AND DILUTED
Continuing Operations - Basic
Continuing Operations - Diluted
Discontinued Operations - Basic
Discontinued Operations - Diluted
TOTAL NET LOSS PER SHARE-BASIC
TOTAL NET LOSS PER SHARE-DILUTED
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC	480,092,719,341	358,187,284,558	479,168,092,238		351,298,225,790
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-DILUTED	480,092,719,341	358,187,284,558	479,168,092,238		351,298,225,790
[1]The cash flows related to discontinued operations have not been segregated. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. See Note 2 for cash flows related to Discontinued Operations.

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member] Series E Redeemable Convertible Preferred Stock [Member]	Preferred Stock [Member] Series D Convertible Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022		$ 800,000	$ 33,974,163	$ 29,045,802	$ (43,613,941)	$ 20,206,024
Balance, shares at Dec. 31, 2022	14,722
Balance at Dec. 31, 2022	$ 14,722,075
Balance, shares at Dec. 31, 2022		800	339,741,632,384
Series D Convertible Preferred Stock exercised, shares		(800)	8,000,000,000
Issuance of awarded stock			$ 11,167,500	(11,167,500)
Issuance of awarded stock, shares			111,675,000,000
Stock-based compensation				2,303,500		2,303,500
Net loss					(7,551,045)	(7,551,045)	[1]
Series D Convertible Preferred Stock exercised		(800,000)	800,000
Series E convertible preferred stock redeemed				22,222		22,222
Temporary equity,Series E convertible preferred stock redeemed, shares	(11,193)
Temporary equity,Series E convertible preferred stock redeemed	$ (11,192,650)
Conversion of series E convertible preferred stock			$ 1,585,000			1,585,000
Temporary equity,Conversion of series E convertible preferred stock, shares	(1,585)
Temporary equity,Conversion of series E convertible preferred stock	$ (1,585,000)
Conversion of series E convertible preferred stock, shares			15,850,000,000
Induced conversions of preferred stock				(152,500)		(152,500)
Balance at Sep. 30, 2023			$ 47,526,663	20,051,524	(51,164,986)	16,413,201
Balance, shares at Sep. 30, 2023	1,944
Balance at Sep. 30, 2023	$ 1,944,425
Balance, shares at Sep. 30, 2023			475,266,632,384
Balance at Jun. 30, 2023		$ 800,000	$ 46,326,663	19,324,774	(48,173,997)	18,277,440
Balance, shares at Jun. 30, 2023	1,944
Balance at Jun. 30, 2023	$ 1,944,425
Balance, shares at Jun. 30, 2023		800	463,266,632,384
Series D Convertible Preferred Stock exercised, shares		(800)	8,000,000,000
Issuance of awarded stock			$ 400,000	(400,000)
Issuance of awarded stock, shares			4,000,000,000
Stock-based compensation				1,126,750		1,126,750
Net loss					(2,990,989)	(2,990,989)
Series D Convertible Preferred Stock exercised		(800,000)	800,000
Induced conversions of preferred stock
Balance at Sep. 30, 2023			$ 47,526,663	20,051,524	(51,164,986)	16,413,201
Balance, shares at Sep. 30, 2023	1,944
Balance at Sep. 30, 2023	$ 1,944,425
Balance, shares at Sep. 30, 2023			475,266,632,384
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
Issuance of awarded stock			$ 300,000	(300,000)
Issuance of awarded stock, shares			3,000,000,000
HCWC Spin-Off					(1,047,931)	(1,047,931)
Stock-based compensation				3,484,416		3,484,416
Net loss					(9,714,854)	(9,714,854)	[1]
Induced conversions of preferred stock
Balance at Sep. 30, 2024			$ 48,126,663	24,212,690	(72,859,606)	$ (520,253)
Balance, shares at Sep. 30, 2024	1,111					1,111
Balance at Sep. 30, 2024	$ 1,111,100					$ 1,111,100
Balance, shares at Sep. 30, 2024			481,266,632,384
Balance at Jun. 30, 2024			$ 47,926,663	23,190,107	(67,464,646)	3,652,124
Balance, shares at Jun. 30, 2024	1,111
Balance at Jun. 30, 2024	$ 1,111,100
Balance, shares at Jun. 30, 2024			479,266,632,384
Issuance of awarded stock			$ 200,000	(200,000)
Issuance of awarded stock, shares			2,000,000,000
HCWC Spin-Off					(1,047,929)	(1,047,929)
Stock-based compensation				1,222,583		1,222,583
Net loss					(4,347,031)	(4,347,031)
Induced conversions of preferred stock
Balance at Sep. 30, 2024			$ 48,126,663	$ 24,212,690	$ (72,859,606)	$ (520,253)
Balance, shares at Sep. 30, 2024	1,111					1,111
Balance at Sep. 30, 2024	$ 1,111,100					$ 1,111,100
Balance, shares at Sep. 30, 2024			481,266,632,384
[1]The cash flows related to discontinued operations have not been segregated. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. See Note 2 for cash flows related to Discontinued Operations.

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	[1]	$ (9,714,854)	$ (7,551,045)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	[1]	1,119,023	1,115,396
Loss on warrant liability extinguishment	[1]	1,888,889
Gain on sale of building	[1]	(205,146)
Non-cash interest expense	[1]	72,250
Loss on notes receivable settlement	[1]		10,931
Loss on investment	[1]	1,336	8,057
Amortization of right-of-use asset	[1]	2,465,092	1,689,198
Write-down of obsolete and slow-moving inventory	[1]	2,032,995	1,581,043
Stock-based compensation expense	[1]	3,484,416	2,303,500
Change in contingent consideration	[1]		(774,900)
Changes in operating assets and liabilities:
Accounts receivable	[1]	(253,460)	(75,092)
Inventories	[1]	(2,000,583)	(1,317,793)
Prepaid expenses and vendor deposits	[1]	1,247,815	(1,626,358)
Other current assets	[1]	(12,632)	825,261
Due from related party	[1]	(97,542)
Other assets	[1]	(53,253)	(34,660)
Accounts payable and accrued expenses	[1]	513,824	555,280
Contract liabilities	[1]	(156,904)	(53,745)
Lease liability	[1]	(2,364,419)	(1,594,404)
NET CASH USED IN OPERATING ACTIVITIES	[1]	(2,033,153)	(4,939,331)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment for acquisition	[1]	(5,475,000)
Proceeds from sale of Saugerties building	[1]	749,000
Collection of note receivable	[1]		178,294
Purchases of property and equipment	[1]	(192,865)	(176,129)
NET CASH USED IN INVESTING ACTIVITIES	[1]	(4,918,865)	2,165
CASH FLOWS FROM FINANCING ACTIVITIES
Payments for deferred offering costs	[1]		(264,375)
Proceeds from acquisition loan	[1]	7,500,000
Proceeds from security purchase agreement	[1]	1,700,000
Payment of induced conversions of preferred stock	[1]		(152,500)
Payment for Series E preferred stock redemption	[1]		(11,170,428)
Principal payments on loan payable	[1]	(349,082)	(399,590)
Due to related party	[1]	204,383
Transfers to HCWC related to Spin-Off	[1]	(4,650,389)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	[1]	4,404,912	(11,986,893)
NET DECREASE IN CASH, CASH EQUIVALENT AND RESTRICTED CASH	[1]	(2,547,106)	(16,924,059)
CASH, CASH EQUIVALENT AND RESTRICTED CASH— BEGINNING OF PERIOD	[1]	5,634,318	24,690,124
CASH, CASH EQUIVALENT AND RESTRICTED CASH — END OF PERIOD	[1]	3,087,212	7,766,065
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	[1]	492,220	127,533
Cash paid for income tax	[1]
NON-CASH INVESTING AND FINANCING ACTIVITIES
Non-cash deferred offering cost	[1]		466,463
Issuance of common stock in connection with series E preferred stock conversion	[1]		1,585,000
Right-of-use assets obtained in exchange for operating lease liabilities	[1]	4,943,269	1,147,616
1% stated value reduction on preferred stock redemption	[1]		$ 22,222
[1]The cash flows related to discontinued operations have not been segregated. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. See Note 2 for cash flows related to Discontinued Operations.

ORGANIZATION

ORGANIZATION	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
ORGANIZATION	NOTE 1. ORGANIZATION Organization Healthier Choices Management Corp. (the “Company” or “HCMC”) is a holding company focused on monetizing its intellectual property through royalty and licensing agreements, facilitated by its wholly owned subsidiary, HCMC Intellectual Property Holdings, LLC. HCMC’s IP portfolio includes patents related to innovative products, such as the Q-Cup and Imitine, which the company actively markets. HCMC is engaged in litigation against prominent tobacco industry players, Philip Morris and R.J. Reynolds, asserting claims of patent infringement. The Company administers and intends to augment its intellectual property portfolio via its wholly owned subsidiary, HCMC Intellectual Property Holdings, LLC. The Company continues to promote its patented Q-Cup™ technology directly to consumers in the vaping market. This cutting-edge design includes a small quartz cup that users can fill with cannabis or CBD concentrate. Once placed in a Q-Cup™ Tank or Globe, the cup is heated externally without direct contact with the concentrate. This innovative approach provides greater efficiency and a convenient solution for consumers who vape concentrates for both medicinal and recreational use . Spin-Off HCMC announced on August 22, 2022 that its Board of Directors approved the separation of the Grocery business, including wellness business, into an independent, publicly traded company (the “Spin-Off” or “Separation”). Prior to the Spin-Off, the Grocery segment was operated under the holding company Healthy Choice Wellness Corp. (“HCWC”). HCWC was a subsidiary of HCMC, and operated the Ada’s Natural Market, Paradise Health & Nutrition, Mother Earth’s Storehouse, Greens Natural Foods, Ellwood Thompson’s, and GreenAcres Market retail brands, as well as licensed wellness centers and Healthy U Wholesale. On September 13, 2024 (the “Spin-Off Date”), after the New York Stock Exchange American (“NYSEAM”) market closing, the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became an independent, publicly traded company, and on September 16, 2024, the stock commenced trading on the NYSEAM under the stock symbol “HCWC.” HCWC distributed all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock (the “Distribution”). For each 208,632 shares of HCMC common stock held as of 5:00 p.m., New York City time, on September 9, 2024, the record date for the Spin-Off (the “Record Date”), a HCMC stockholder was entitled to receive one share of Class A common stock and three shares of Class B common stock. The Distribution was made in book-entry form by a distribution agent as soon as practicable after the date of the Distribution. As a result of the Spin-Off, the operating results for the HCWC business through the date of the Spin-Off are reported in Loss from Discontinued Operations in the Condensed Consolidated Statements of Operations for all periods presented. In addition, the related assets and liabilities are reported as Assets and Liabilities of Discontinued Operations on the Condensed Consolidated Balance Sheets for year ended December 31, 2023. Unless otherwise noted, all amounts and disclosures included in the Notes to Condensed Consolidated Financial Statements reflect only the Company’s continuing operations. For additional information, see Note 2, “Discontinued Operations.” Segment Reporting The Company operates as a single

DISCONTINUED OPERATIONS

DISCONTINUED OPERATIONS	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
DISCONTINUED OPERATIONS	NOTE 2. DISCONTINUED OPERATIONS On September 13, 2024, the Company completed the previously announced separation and distribution of its Grocery segment into an independent publicly traded company, HCWC. The separation was structured as a tax-free spin-off, which occurred by way of a pro rata distribution to HCMC stockholders. Each of the HCMC stockholders received one share of HCWC Class A common stock and three shares of Class B common stock for every 208,632 shares of HCMC common stock held of record as of the close of business on September 13, 2024 Cash of $ 2.2 1.2 During the third quarter of 2024, the Company recognized a net reduction to retained earnings of $ 1.0 In connection with the Separation, the Company entered into several agreements with HCWC that govern the relationship of the parties following the Spin-Off. These agreements include: ● a Separation Agreement that will set forth HCMC’s and the Company’s agreements regarding the principal actions that both parties will take in connection with the Spin-Off and aspects of our relationship following the Spin-Off; ● a Transition Services Agreement pursuant to which HCMC and the Company will provide each other specified services on a transitional basis to help ensure an orderly transition following the Spin-Off. ● a Tax Matters Agreement that will govern the respective rights, responsibilities and obligations of HCMC and the Company after the Spin-Off with respect to all tax matters and will include restrictions to preserve the tax-free status of the Spin-Off; and ● an Employee Matters Agreement that will address employment, compensation and benefits matters, including the allocation and treatment of assets and liabilities arising out of employee compensation and benefits programs in which our employees participated prior to the Spin-Off. Under the terms of the transition services agreement, HCMC will provide to HCWC, on a transitional basis, certain services or functions, including information technology, accounting, human resources, and payroll functions. Generally, these services will be provided for a period of up to one year following the Spin-Off. Consideration and costs for the transition services will be determined using several billing methodologies as described in the agreements, including customary billing and pass-through billing. Costs for transition services provided to HCWC are recorded within the Consolidated Statements of Operations based on the nature of the services. Following the Spin-Off, the Company recognized a reduction of costs of $ 0.1 Financial Information of Discontinued Operations Loss from Discontinued Operations in the Consolidated Statements of Operations reflects the financial results of the HCWC and includes allocation of general corporate overhead expense of the Company. The following table summarizes the significant line items included in Loss from Discontinued Operations, in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023: SCHEDULE OF DISCONTINUED OPERATION 2024 2023 2024 2023 Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 SALES, NET $ 14,860,975 $ 12,704,600 $ 46,349,908 $ 39,839,202 COST OF SALES 9,152,971 8,061,966 28,691,071 25,199,879 GROSS PROFIT 5,708,004 4,642,634 17,658,837 14,639,323 OPERATING EXPENSES, NET Selling, general and administrative 6,178,849 5,897,769 19,212,987 17,743,763 Gain on sale of asset (205,146 ) - (205,146 ) - TOTAL OPERATING EXPENSES, NET 5,973,703 5,897,769 19,007,841 17,743,763 LOSS FROM OPERATIONS (265,699 ) (1,255,135 ) (1,349,004 ) (3,104,440 ) OTHER INCOME (EXPENSE) (2,212,689 ) 335,462 (2,426,555 ) 663,488 NET LOSS FROM DISCONTINUED OPERATIONS $ (2,478,388 ) $ (919,673 ) $ (3,775,559 ) $ (2,440,952 ) The information presented as discontinued operations on the Condensed Consolidated Balance Sheets includes certain assets and liabilities that were transferred to HCWC pursuant to the Separation agreements. There were no assets or liabilities classified as discontinued operations as of September 30, 2024. The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2023: December 31, 2023 Cash and cash equivalents $ 1,422,580 Accounts receivable, net 128,171 Inventories 4,162,218 Prepaid expenses and vendor deposits 174,970 Other current assets 56,842 Current Assets of Discontinued Operations 5,944,781 Property and equipment, net of accumulated depreciation 2,676,639 Intangible assets, net of accumulated amortization 4,178,519 Right of use asset - operating lease 11,412,562 Other assets 467,056 Other Assets of Discontinued Operations $ 18,734,776 Accounts payable and accrued expenses $ 4,920,411 Contract Liabilities 207,513 Current portion of loan payable 702,701 Lease liability, current 2,748,824 Current Liabilities of Discontinued Operations 8,579,449 Due from related party (3,753,003 ) Loan Payable, net of current portion 2,403,807 Lease liability, net of current 8,461,182 Other Long-term Liabilities of Discontinued Operations $ 7,111,986 The following table summarizes the significant operating cash and noncash items, capital expenditures and financing activities of discontinued operations for the nine months ended September 13, 2024 and September 30, 2023: Nine Months Ended September 13, 2024 Nine Months Ended Net loss $ (3,775,559 ) $ (2,440,952 ) Depreciation and amortization 1,069,958 1,070,686 Loss on warrant liability extinguishment 1,888,889 - Gain on sale of building (205,146 ) - Non-cash interest expense 72,250 - Amortization of right-of-use asset 2,381,131 1,687,522 Write-down of obsolete and slow-moving inventory 2,032,995 1,581,043 Change in contingent consideration - (774,900 ) Accounts receivable (253,460 ) (75,677 ) Inventories (2,000,669 ) (1,317,816 ) Prepaid expenses and vendor deposits (48,693 ) (41,034 ) Other current assets 20,520 48,336 Due to related party (2,736,272 ) (542,718 ) Other assets (83,482 ) (3,060 ) Accounts payable and accrued expenses 998,829 (119,384 ) Contract liabilities (156,904 ) (53,745 ) Lease liability (2,280,459 ) (1,592,729 ) NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS (3,076,072 ) (2,574,428 ) Payment for acquisition (5,475,000 ) - Proceeds from sale of Saugerties building 749,000 - Purchases of property and equipment (145,680 ) (173,475 ) NET CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS (4,871,680 ) (173,475 ) Proceeds from security purchase agreement 1,700,000 - Proceeds from acquisition loan 7,500,000 - Principal payments on loan payable (349,082 ) (399,590 ) Due to related party (1,819,570 ) - Investment from parent company 1,736,412 2,068,725 NET CASH PROVIDED BY FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS 8,767,760 1,669,135 NET INCREASE (DECREASE) IN CASH $ 820,008 $ (1,078,768 )

GOING CONCERN AND MANAGEMENT_S

GOING CONCERN AND MANAGEMENT’S PLANS	9 Months Ended
	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
GOING CONCERN AND MANAGEMENT’S PLANS	NOTE 3. GOING CONCERN AND MANAGEMENT’S PLANS The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The Company currently and historically has reported net losses and cash outflows from operations. As of September 30, 2024, the Company had cash and cash equivalent of approximately $ 2.5 0.2 Management has made plans to reduce certain costs and raise needed capital, however there can be no assurance the Company can successfully implement these plans. The success of these plans is dependent upon various factors, foremost being the ability to reduce outside consulting expenses and the ability to secure additional capital from outside investors. There can be no assurance that such plans will be successful. The Company believes its cash on hand and its ability to draw on its $ 5

BASIS OF PRESENTATION AND SIGNI

BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2024
Accounting Policies [Abstract]
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES	NOTE 4. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES Basis of Consolidation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by GAAP. The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. On September 13, 2024, the Company completed the previously announced separation and distribution of its grocery segment and wellness centers into an independent publicly traded company, and the historical results of the grocery segment and wellness centers have been reflected as discontinued operations in the Company’s condensed consolidated financial statements for all periods prior to the separation and distribution. Assets and liabilities associated with the grocery segment are classified as assets and liabilities of discontinued operations in the Company’s Condensed Consolidated Balance Sheets. Additional disclosures regarding the separation and distribution are provided in Note 2. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission (the “SEC”) on March 27, 2024. The condensed consolidated balance sheet as of December 31, 2023 was derived from the Company’s audited 2023 financial statements contained in the above referenced Form 10-K, adjusted for the discontinued operations. Results of the nine months ended September 30, 2024, are not necessarily indicative of the results to be expected for the full year ending December 31, 2024. Significant Accounting Policies There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2023 Annual Report.

CONCENTRATIONS

CONCENTRATIONS	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
CONCENTRATIONS	NOTE 5. CONCENTRATIONS Cash, Cash Equivalent and Restricted Cash The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalent. The majority of the Company’s cash and cash equivalent are concentrated in one large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. The balance of cash equivalent was approximately $ 301,000 0 A summary of the financial institution that had cash, cash equivalent and restricted cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENT AND RESTRICTED CASH IN EXCESS OF FDIC LIMIT September 30, 2024 December 31, 2023 Total cash and cash equivalent in excess of FDIC limits of $ 250,000 $ 2,283,980 $ 3,402,782 The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company has not experienced any losses in such accounts. The following table provides a reconciliation of cash, cash equivalent and restricted cash to amounts shown in unaudited condensed consolidated statements of cash flow: SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH September 30, 2024 September 30, 2023 Cash and cash equivalent $ 2,533,980 $ 6,196,030 Restricted cash 553,232 628,232 Total cash and restricted cash $ 3,087,212 $ 6,824,262 Restricted Cash The Company’s restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 securities purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stock. The balance also included cash held in the collateral account to cover the cash draw from the line of credit.

SEGMENT INFORMATION AND DISAGGR

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES	9 Months Ended
	Sep. 30, 2024
Segment Reporting [Abstract]
SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES	Note 6. SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES In accordance with FASB ASC 280, “Disclosures about Segment of an enterprise and related information”, the Company determined it operates as a single

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
PROPERTY AND EQUIPMENT	NOTE 7. PROPERTY AND EQUIPMENT Property and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2024 December 31, 2023 Furniture and fixtures 90,919 90,919 Computer hardware & equipment 50,521 48,337 Other 53,056 8,056 Property and equipment, gross 194,496 147,312 Less: accumulated depreciation and amortization (107,532 ) (88,699 ) Total property, plant, and equipment $ 86,964 $ 58,613 The Company incurred approximately $ 7,000 and $ 5,000 of depreciation expense for the three months ended September 30, 2024 and 2023, and $ 19,000 and $ 16,000 of depreciation expense for the nine months ended September 30, 2024 and 2023, respectively.

INTANGIBLE ASSETS

INTANGIBLE ASSETS	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
INTANGIBLE ASSETS	NOTE 8. INTANGIBLE ASSETS Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET September 30, 2024 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patent 10 $ 397,165 $ (229,233 ) $ 167,932 Intangible assets, net 397,165 (229,233 ) 167,932 December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents 10 397,165 (199,002 ) 198,163 Intangible assets, net $ 397,165 $ (199,002 ) $ 198,163 Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately $ 10,000 30,000 29,000 SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE Years ending December 31, 2024 (remaining three months) $ 8,893 2025 39,124 2026 38,180 2027 32,564 2028 23,333 Thereafter 25,838 Total $ 167,932

DEBT

DEBT	9 Months Ended
	Sep. 30, 2024
Debt Disclosure [Abstract]
DEBT	NOTE 9. DEBT Revolving Line of Credit On November 3, 2021, the Company entered into an agreement for a new revolving line of credit of $ 2.0 4.7 100 453,232

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	NOTE 10. STOCKHOLDERS’ EQUITY Series E Convertible Preferred Stock On August 18, 2022, the Company entered into a Securities Purchase Agreement (“Series E Preferred Stock”) pursuant to which the Company sold and issued 14,722 1,000 13.25 1.1111 410,000 The HCMC Series E Preferred Stock shall have voting rights on as converted basis at the Company’s next stockholders’ meeting. However, as long as any shares of HCMC Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCMC Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCMC Series E Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCMC Series E Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the Holder thereof, into that number of shares of Common Stock (subject to the beneficial ownership limitations). The initial conversion price for the HCMC Series E Preferred Stock shall equal $ 0.0001 Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of HCMC Series E Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to $ 1,000 Unless earlier converted or extended as set forth below, a holder may require the redemption of all or a portion of the stated value of the HCMC Series E Preferred Stock either (1) six months after closing or (2) the time at which the balance is due and payable upon an event of default. On March 1, 2023, the Company entered into a First Amendment to HCMC Series E Preferred Stock with each purchaser (“Purchaser”) identified as those who participated in the HCMC Series E Preferred Stock, dated as of August 18, 2022. The parties amended the HCMC Preferred Stock related to the conversion payment whereby upon conversion of the Series E Preferred Stock prior to the record date for the Spin-Off, the Company will pay the Purchaser ten percent ( 10 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. On April 8, 2024, the Company entered into a Fifth 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 Completion Date to August 1, 2024. On July 26, 2024, the Company entered into a Sixth 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 Completion Date to November 1, 2024. Through September 30, 2024, 1,585 15,850,000,000 12,026 12,004,000 Pursuant to the Securities Purchase Agreement, purchasers of the Series E Convertible Preferred Stock will also be required to purchase Series A Convertible Preferred Stock of HCWC resulting from the Spin-Off of HCMC’s grocery and wellness businesses in the same subscription amounts that the Purchasers paid for the HCMC Series E Preferred Stock. Stock Options and Restricted Stock During the three and nine months ended September 30, 2024 and 2023, no On August 23, 2023, the Company granted 2,000,000,000 On November 13, 2023, the Company granted 1,000,000,000 The award commences vesting of 12.5% on February 1, 2024 and remainder will vest 12.5% increments on the last day of each calendar quarter thereafter through September 30, 2025. The Company recognized stock-based compensation of approximately $ 1,223,000 1,127,000 3,484,000 2,304,000 Income (Loss) Per Share The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SCHEDULE OF DILUTIVE LOSS PER SHARE 2024 2023 As of September 30, 2024 2023 Preferred stock 11,111,000,000 19,444,000,000 Stock options 3,000,000,000 67,587,230,680 Restricted stock 54,712,500,000 1,500,000,000 Total 133,410,722,200 88,531,230,680

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 11. COMMITMENTS AND CONTINGENCIES Legal Proceedings 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 had reached an arrangement with the plaintiff to resolve the matter, limiting potential exposure to $ 1.5 1.5 700,000 800,000 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 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. 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. On November 17, 2023, RJR filed a motion to dismiss the action. HCMC opposed on December 22, 2023. To date the court has not ruled on the motion. On September 18, 2024, RJR filed an inter partes review of the patent-in-suit at the United States Patent and Trademark Office (“USPTO”). A decision on institution will be made by the USPTO sometime after January 2025. From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of September 30, 2024. With respect to legal costs, we record such costs as incurred.

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 12. SUBSEQUENT EVENTS On November 7, 2024, the Company entered into a commitment letter with an investor that will allow the Company to draw up to $ 5 12

DISCONTINUED OPERATIONS (Tables

DISCONTINUED OPERATIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]
SCHEDULE OF DISCONTINUED OPERATION	The following table summarizes the significant line items included in Loss from Discontinued Operations, in the Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023: SCHEDULE OF DISCONTINUED OPERATION 2024 2023 2024 2023 Three Months Ended Nine Months Ended September 30, September 30, 2024 2023 2024 2023 SALES, NET $ 14,860,975 $ 12,704,600 $ 46,349,908 $ 39,839,202 COST OF SALES 9,152,971 8,061,966 28,691,071 25,199,879 GROSS PROFIT 5,708,004 4,642,634 17,658,837 14,639,323 OPERATING EXPENSES, NET Selling, general and administrative 6,178,849 5,897,769 19,212,987 17,743,763 Gain on sale of asset (205,146 ) - (205,146 ) - TOTAL OPERATING EXPENSES, NET 5,973,703 5,897,769 19,007,841 17,743,763 LOSS FROM OPERATIONS (265,699 ) (1,255,135 ) (1,349,004 ) (3,104,440 ) OTHER INCOME (EXPENSE) (2,212,689 ) 335,462 (2,426,555 ) 663,488 NET LOSS FROM DISCONTINUED OPERATIONS $ (2,478,388 ) $ (919,673 ) $ (3,775,559 ) $ (2,440,952 ) The information presented as discontinued operations on the Condensed Consolidated Balance Sheets includes certain assets and liabilities that were transferred to HCWC pursuant to the Separation agreements. There were no assets or liabilities classified as discontinued operations as of September 30, 2024. The following table summarizes the carrying value of the significant classes of assets and liabilities classified as discontinued operations as of December 31, 2023: December 31, 2023 Cash and cash equivalents $ 1,422,580 Accounts receivable, net 128,171 Inventories 4,162,218 Prepaid expenses and vendor deposits 174,970 Other current assets 56,842 Current Assets of Discontinued Operations 5,944,781 Property and equipment, net of accumulated depreciation 2,676,639 Intangible assets, net of accumulated amortization 4,178,519 Right of use asset - operating lease 11,412,562 Other assets 467,056 Other Assets of Discontinued Operations $ 18,734,776 Accounts payable and accrued expenses $ 4,920,411 Contract Liabilities 207,513 Current portion of loan payable 702,701 Lease liability, current 2,748,824 Current Liabilities of Discontinued Operations 8,579,449 Due from related party (3,753,003 ) Loan Payable, net of current portion 2,403,807 Lease liability, net of current 8,461,182 Other Long-term Liabilities of Discontinued Operations $ 7,111,986 The following table summarizes the significant operating cash and noncash items, capital expenditures and financing activities of discontinued operations for the nine months ended September 13, 2024 and September 30, 2023: Nine Months Ended September 13, 2024 Nine Months Ended Net loss $ (3,775,559 ) $ (2,440,952 ) Depreciation and amortization 1,069,958 1,070,686 Loss on warrant liability extinguishment 1,888,889 - Gain on sale of building (205,146 ) - Non-cash interest expense 72,250 - Amortization of right-of-use asset 2,381,131 1,687,522 Write-down of obsolete and slow-moving inventory 2,032,995 1,581,043 Change in contingent consideration - (774,900 ) Accounts receivable (253,460 ) (75,677 ) Inventories (2,000,669 ) (1,317,816 ) Prepaid expenses and vendor deposits (48,693 ) (41,034 ) Other current assets 20,520 48,336 Due to related party (2,736,272 ) (542,718 ) Other assets (83,482 ) (3,060 ) Accounts payable and accrued expenses 998,829 (119,384 ) Contract liabilities (156,904 ) (53,745 ) Lease liability (2,280,459 ) (1,592,729 ) NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS (3,076,072 ) (2,574,428 ) Payment for acquisition (5,475,000 ) - Proceeds from sale of Saugerties building 749,000 - Purchases of property and equipment (145,680 ) (173,475 ) NET CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS (4,871,680 ) (173,475 ) Proceeds from security purchase agreement 1,700,000 - Proceeds from acquisition loan 7,500,000 - Principal payments on loan payable (349,082 ) (399,590 ) Due to related party (1,819,570 ) - Investment from parent company 1,736,412 2,068,725 NET CASH PROVIDED BY FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS 8,767,760 1,669,135 NET INCREASE (DECREASE) IN CASH $ 820,008 $ (1,078,768 )

CONCENTRATIONS (Tables)

CONCENTRATIONS (Tables)	9 Months Ended
	Sep. 30, 2024
Risks and Uncertainties [Abstract]
SCHEDULE OF CASH AND CASH EQUIVALENT AND RESTRICTED CASH IN EXCESS OF FDIC LIMIT	A summary of the financial institution that had cash, cash equivalent and restricted cash in excess of FDIC limits of $ 250,000 SCHEDULE OF CASH AND CASH EQUIVALENT AND RESTRICTED CASH IN EXCESS OF FDIC LIMIT September 30, 2024 December 31, 2023 Total cash and cash equivalent in excess of FDIC limits of $ 250,000 $ 2,283,980 $ 3,402,782
SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH	The following table provides a reconciliation of cash, cash equivalent and restricted cash to amounts shown in unaudited condensed consolidated statements of cash flow: SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH September 30, 2024 September 30, 2023 Cash and cash equivalent $ 2,533,980 $ 6,196,030 Restricted cash 553,232 628,232 Total cash and restricted cash $ 3,087,212 $ 6,824,262

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
	Sep. 30, 2024
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY PLANT AND EQUIPMENT	Property and equipment consist of the following: SCHEDULE OF PROPERTY PLANT AND EQUIPMENT September 30, 2024 December 31, 2023 Furniture and fixtures 90,919 90,919 Computer hardware & equipment 50,521 48,337 Other 53,056 8,056 Property and equipment, gross 194,496 147,312 Less: accumulated depreciation and amortization (107,532 ) (88,699 ) Total property, plant, and equipment $ 86,964 $ 58,613

INTANGIBLE ASSETS (Tables)

INTANGIBLE ASSETS (Tables)	9 Months Ended
	Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]
SCHEDULE OF INTANGIBLE ASSETS, NET	Intangible assets, net are as follows: SCHEDULE OF INTANGIBLE ASSETS, NET September 30, 2024 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patent 10 $ 397,165 $ (229,233 ) $ 167,932 Intangible assets, net 397,165 (229,233 ) 167,932 December 31, 2023 Useful Lives (Years) Gross Carrying Amount Accumulated Amortization Net Carrying Amount Patents 10 397,165 (199,002 ) 198,163 Intangible assets, net $ 397,165 $ (199,002 ) $ 198,163
SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE	SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE Years ending December 31, 2024 (remaining three months) $ 8,893 2025 39,124 2026 38,180 2027 32,564 2028 23,333 Thereafter 25,838 Total $ 167,932

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	9 Months Ended
	Sep. 30, 2024
Equity [Abstract]
SCHEDULE OF DILUTIVE LOSS PER SHARE	The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive: SCHEDULE OF DILUTIVE LOSS PER SHARE 2024 2023 As of September 30, 2024 2023 Preferred stock 11,111,000,000 19,444,000,000 Stock options 3,000,000,000 67,587,230,680 Restricted stock 54,712,500,000 1,500,000,000 Total 133,410,722,200 88,531,230,680

ORGANIZATION (Details Narrative

ORGANIZATION (Details Narrative)		9 Months Ended
	Sep. 09, 2024 shares	Sep. 30, 2024 Segment
Number of operating segment | Segment		1
Common Stock [Member]
Stock issued during period shares spin-off | shares	208,632

SCHEDULE OF DISCONTINUED OPERAT

SCHEDULE OF DISCONTINUED OPERATION (Details) - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
SALES, NET		$ 14,860,975	$ 12,704,600	$ 46,349,908	$ 39,839,202
COST OF SALES		9,152,971	8,061,966	28,691,071	25,199,879
GROSS PROFIT		5,708,004	4,642,634	17,658,837	14,639,323
Selling, general and administrative		6,178,849	5,897,769	19,212,987	17,743,763
Gain on sale of asset		(205,146)		(205,146)
TOTAL OPERATING EXPENSES, NET		5,973,703	5,897,769	19,007,841	17,743,763
LOSS FROM OPERATIONS		(265,699)	(1,255,135)	(1,349,004)	(3,104,440)
OTHER INCOME (EXPENSE)		(2,212,689)	335,462	(2,426,555)	663,488
NET LOSS FROM DISCONTINUED OPERATIONS		(2,478,388)	(919,673)	(3,775,559)	(2,440,952)
Cash and cash equivalents						$ 1,422,580
Accounts receivable, net						128,171
Inventories						4,162,218
Prepaid expenses and vendor deposits						174,970
Other current assets						56,842
Current Assets of Discontinued Operations						5,944,781
Property and equipment, net of accumulated depreciation						2,676,639
Intangible assets, net of accumulated amortization						4,178,519
Right of use asset - operating lease						11,412,562
Other assets						467,056
Other Assets of Discontinued Operations						18,734,776
Accounts payable and accrued expenses						4,920,411
Contract Liabilities						207,513
Current portion of loan payable						702,701
Lease liability, current						2,748,824
Current Liabilities of Discontinued Operations						8,579,449
Due from related party						(3,753,003)
Loan Payable, net of current portion						2,403,807
Lease liability, net of current						8,461,182
Other Long-term Liabilities of Discontinued Operations						$ 7,111,986
Net loss		$ (2,478,388)	$ (919,673)	(3,775,559)	(2,440,952)
Depreciation and amortization				1,069,958	1,070,686
Loss on warrant liability extinguishment				1,888,889
Gain on sale of building				(205,146)
Non-cash interest expense				72,250
Amortization of right-of-use asset				2,381,131	1,687,522
Write-down of obsolete and slow-moving inventory				2,032,995	1,581,043
Change in contingent consideration					(774,900)
Accounts receivable				(253,460)	(75,677)
Inventories				(2,000,669)	(1,317,816)
Prepaid expenses and vendor deposits				(48,693)	(41,034)
Other current assets				20,520	48,336
Due to related party				(2,736,272)	(542,718)
Other assets				(83,482)	(3,060)
Accounts payable and accrued expenses				998,829	(119,384)
Contract liabilities				(156,904)	(53,745)
Lease liability				(2,280,459)	(1,592,729)
NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS				(3,076,072)	(2,574,428)
Payment for acquisition	[1]			(5,475,000)
Proceeds from sale of Saugerties building	[1]			749,000
Purchases of property and equipment				(145,680)	(173,475)
NET CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS				(4,871,680)	(173,475)
Proceeds from security purchase agreement	[1]			1,700,000
Proceeds from acquisition loan	[1]			7,500,000
Principal payments on loan payable				(349,082)	(399,590)
Due to related party				(1,819,570)
Investment from parent company				1,736,412	2,068,725
NET CASH PROVIDED BY FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS				8,767,760	1,669,135
NET INCREASE (DECREASE) IN CASH				$ 820,008	$ (1,078,768)
[1]The cash flows related to discontinued operations have not been segregated. Accordingly, the Consolidated Statements of Cash Flows include the results of continuing and discontinued operations. See Note 2 for cash flows related to Discontinued Operations.

DISCONTINUED OPERATIONS (Detail

DISCONTINUED OPERATIONS (Details Narrative) - USD ($)		3 Months Ended
	Sep. 13, 2024	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Description of spin-off transaction	Each of the HCMC stockholders received one share of HCWC Class A common stock and three shares of Class B common stock for every 208,632 shares of HCMC common stock held of record as of the close of business on September 13, 2024
Transfer of cash		$ 2,533,980	$ 3,658,506	$ 6,196,030
Retained earnings		(72,859,606)	$ (62,096,821)
Reduction cost for services		100,000
Healthy Choice Wellness Corp [Member]
Transfer of cash	$ 2,200,000
Transfer of cash	$ 1,200,000
Retained earnings		$ 1,000,000

GOING CONCERN AND MANAGEMENT__2

GOING CONCERN AND MANAGEMENT’S PLANS (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash and cash equivalent	$ 2,533,980	$ 3,658,506	$ 6,196,030
Working capital	200,000
Line of credit facity maximum borrowing capacity	$ 5,000,000

SCHEDULE OF CASH AND CASH EQUIV

SCHEDULE OF CASH AND CASH EQUIVALENT AND RESTRICTED CASH IN EXCESS OF FDIC LIMIT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Risks and Uncertainties [Abstract]
Total cash and cash equivalent in excess of FDIC limits of $250,000	$ 2,283,980	$ 3,402,782

SCHEDULE OF CASH AND CASH EQU_2

SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT (Details) (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Risks and Uncertainties [Abstract]
FDIC insured amount	$ 250,000	$ 250,000

SCHEDULE OF RECONCILIATION OF C

SCHEDULE OF RECONCILIATION OF CASH, CASH EQUIVALENT AND RESTRICTED CASH (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023
Risks and Uncertainties [Abstract]
Cash and cash equivalent	$ 2,533,980	$ 3,658,506	$ 6,196,030
Restricted cash	553,232	$ 553,232	628,232
Total cash and restricted cash	$ 3,087,212		$ 6,824,262

CONCENTRATIONS (Details Narrati

CONCENTRATIONS (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Risks and Uncertainties [Abstract]
Cash equivalents	$ 301,000	$ 0
FDIC insured amount	$ 250,000	$ 250,000

SEGMENT INFORMATION AND DISAG_2

SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES (Details Narrative)	9 Months Ended
	Sep. 30, 2024 Segment
Segment Reporting [Abstract]
Number of operating segment	1

SCHEDULE OF PROPERTY PLANT AND

SCHEDULE OF PROPERTY PLANT AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 194,496	$ 147,312
Less: accumulated depreciation and amortization	(107,532)	(88,699)
Total property, plant, and equipment	86,964	58,613
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	90,919	90,919
Computer Hardware and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	50,521	48,337
Other [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 53,056	$ 8,056

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 7,000	$ 5,000	$ 19,000	$ 16,000

SCHEDULE OF INTANGIBLE ASSETS,

SCHEDULE OF INTANGIBLE ASSETS, NET (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 397,165	$ 397,165
Accumulated amortization	(229,233)	(199,002)
Net carrying amount	167,932	198,163
Patents [Member]
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	397,165	397,165
Accumulated amortization	(229,233)	(199,002)
Net carrying amount	$ 167,932	$ 198,163
Useful lives	10 years	10 years

SCHEDULE OF FUTURE ANNUAL ESTIM

SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
2024 (remaining three months)	$ 8,893
2025	39,124
2026	38,180
2027	32,564
2028	23,333
Thereafter	25,838
Total	$ 167,932	$ 198,163

INTANGIBLE ASSETS (Details Narr

INTANGIBLE ASSETS (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense	$ 10,000	$ 10,000	$ 30,000	$ 29,000

DEBT (Details Narrative)

DEBT (Details Narrative) - USD ($)	Nov. 03, 2021	Sep. 30, 2024	Dec. 31, 2023
Line of Credit Facility [Line Items]
Maximum borrowing capacity		$ 5,000,000
Line of credit		453,232	$ 453,232
Revolving Credit Facility [Member]
Line of Credit Facility [Line Items]
Maximum borrowing capacity	$ 2,000,000
Interest rate	4.70%
Percentage of cash secured	100%
Line of credit		$ 453,232	$ 453,232

SCHEDULE OF DILUTIVE LOSS PER S

SCHEDULE OF DILUTIVE LOSS PER SHARE (Details) - shares	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	133,410,722,200	88,531,230,680
Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	11,111,000,000	19,444,000,000
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	3,000,000,000	67,587,230,680
Restricted Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total	54,712,500,000	1,500,000,000

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)						3 Months Ended		9 Months Ended
	Nov. 13, 2023 shares	Oct. 30, 2023	Aug. 23, 2023 shares	May 15, 2023	Aug. 18, 2022 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Sep. 30, 2024 USD ($) shares	Sep. 30, 2023 USD ($) shares	Mar. 01, 2023
Class of Stock [Line Items]
Redemption value | $									$ 22,222
Stock based compensation | $						$ 1,223,000	$ 1,127,000	$ 3,484,000	$ 2,304,000
Equity Option [Member]
Class of Stock [Line Items]
Number of stock option exercised						0	0	0	0
Restricted Stock [Member] | Share Based Payment Arrangement Third Party Investors [Member]
Class of Stock [Line Items]
Number of additional shares approved for issuance			2,000,000,000
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member]
Class of Stock [Line Items]
Number of additional shares approved for issuance	1,000,000,000
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | Share-Based Payment Arrangement, Tranche One [Member]
Class of Stock [Line Items]
Vesting rights description	The award commences vesting of 12.5% on February 1, 2024 and remainder will vest 12.5% increments on the last day of each calendar quarter thereafter through September 30, 2025.
Series E Convertible Preferred Stock [Member] | Securities Purchase Agreement [Member]
Class of Stock [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]
Class of Stock [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]
Class of Stock [Line Items]
Conversion price (in dollars per share) | $ / shares					$ 0.0001
Preferred stock price per share | $ / shares					$ 1,000
Series E Preferred Stock [Member] | First Amendment To Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Percentage of stated value of preferred stock will be paid to purchaser upon conversion										10%
Series E Preferred Stock [Member] | Second Amendment To Securities Purchase Agreement [Member]
Class of Stock [Line Items]
Description of preferred stock redemption terms				Prior to this amendment, the Redemption Price was discounted by 1% for each month after the seven-month anniversary of the Issue Date that the Purchaser elected not to redeem.
Series E Preferred Stock [Member] | Third Amendment to Securities Purchase Agreement [Member]
Class of Stock [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.

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) User in Millions			3 Months Ended	9 Months Ended
	Apr. 12, 2023 Appeal	Feb. 22, 2022 USD ($)	Mar. 31, 2023 USD ($)	Sep. 30, 2024 USD ($)	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)	Nov. 30, 2020 USD ($) User
Loss Contingencies [Line Items]
Potential exposure						$ 1,500,000
Accounts payable and accrued expenses paid				$ 700,000	$ 1,500,000
Accounts payable and accrued expenses remaining balance				$ 800,000
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

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - Subsequent Event [Member] $ in Millions	Nov. 07, 2024 USD ($)
Subsequent Event [Line Items]
Revolving credit facility	$ 5
Interest rate	12%