DISCONTINUED OPERATIONS (Tables)

12 Months Ended

Dec. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

SCHEDULE OF DISCONTINUED OPERATION

The following table summarizes the significant line items included in Net Loss from Discontinued Operations, in the Consolidated Statements of Operations for the thirty-six-week period ended September 13, 2024 and for the twelve months ended December 31, 2023:

	Thirty-Six-Week Period Ended September 13, 2024			Twelve Months Ended December 31, 2023
SALES, NET	$	46,349,908		$	55,689,793
COST OF SALES		28,691,071			35,341,569
GROSS PROFIT		17,658,837			20,348,224
OPERATING EXPENSES, NET
Selling, general and administrative		19,212,986			24,768,293
Gain on sale of asset		(205,146	)		-
Impairment of intangible assets		-			6,104,000
TOTAL OPERATING EXPENSES, NET		19,007,840			30,872,293
LOSS FROM OPERATIONS		(1,349,003	)		(10,524,069	)
OTHER INCOME (EXPENSE)		(2,426,556	)		591,449
NET LOSS FROM DISCONTINUED OPERATIONS	$	(3,775,559	)	$	(9,932,620	)

The information presented as discontinued operations on the 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 December 31, 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 period ended September 13, 2024 and December 31, 2023:

	Thirty-Six-Week Period Ended September 13, 2024			Twelve Months Ended December 31, 2023
Net loss	$	(3,775,559	)	$	(9,932,620	)
Depreciation and amortization		1,069,958			1,431,816
Loss on warrant liability extinguishment		1,888,889			-
Gain on sale of building		(205,146	)		-
Non-cash interest expense		72,250			32,000
Change in allowance for credit losses		-			15,425
Loss on vendor settlement		-			91,291
Amortization of right-of-use asset		2,381,131			2,570,202
Write-down of obsolete and slow-moving inventory		2,032,995			2,471,653
Change in contingent consideration		-			(774,900	)
Impairment of goodwill		-			6,104,000
Accounts receivable		(253,460	)		(88,366	)
Inventories		(2,000,669	)		(2,032,996	)
Prepaid expenses and vendor deposits		(48,693	)		(92,016	)
Other current assets		20,520			140,801
Due from related party		(2,736,272	)		(1,416,638	)
Other assets		(83,482	)		(16,090	)
Accounts payable and accrued expenses		998,829			1,430,867
Contract liabilities		(156,904	)		(21,604	)
Lease liability		(2,280,459	)		(2,438,179	)
NET CASH USED IN OPERATING ACTIVITIES OF DISCONTINUED OPERATIONS		(3,076,072	)		(2,525,354	)
Payment for acquisition		(5,475,000	)		(750,000	)
Proceeds from sale of Saugerties building		749,000			-
Purchases of property and equipment		(145,680	)		(179,623	)
NET CASH USED IN INVESTING ACTIVITIES OF DISCONTINUED OPERATIONS		(4,871,680	)		(929,623	)
Proceeds from security purchase agreement		1,700,000			-
Proceeds from acquisition loan		7,500,000			-
Principal payments on loan payable		(349,082	)		(558,095	)
Due from related party		(1,819,570	)		-
Net transfers to HCWC related to Spin-Off		(506,176	)		3,415,081
NET CASH PROVIDED BY FINANCING ACTIVITIES OF DISCONTINUED OPERATIONS		6,525,172			2,856,986
NET DECREASE IN CASH	$	(1,422,580	)	$	(597,991	)