ACQUISITIONS (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

SCHEDULE OF PURCHASE PRICE ALLOCATION

The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:

	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 years)	$	291,000
Total intangible assets	$	291,000

The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:

	July 18, 2024
Purchase Consideration
Cash consideration paid	$	5,475,000
Promissory note		1,568,000
Total Purchase Consideration	$	7,043,000
Purchase price allocation
Inventory	$	2,400,000
Property, plant, and equipment		127,000
Intangible assets		2,304,000
Goodwill		2,212,000
Net assets acquired	$	7,043,000
Finite-lived intangible assets
Trade Names (13 years)	$	1,584,000
Non-Compete Agreement (5 years)		720,000
Total intangible assets	$	2,304,000

 

SCHEDULE OF UNAUDITED PROFORMA INFORMATION

The following unaudited pro forma summary presents consolidated information of the Company, including Ellwood Thompson’s and GreenAcres Market, as if the business combinations had occurred on January 1, 2023, the earliest period presented herein:

	Three Months Ended September 30,						Nine Months Ended September 30,
	2024			2023			2024			2023
Sales	$	18,949,723		$	23,860,510		$	58,110,023		$	60,604,098
Net loss	$	(2,800,968	)	$	(1,834,990	)	$	(4,240,233	)	$	(3,815,768	)