Algorhythm (RIME) S-1/A26 Nov 24IPO registration (amended)Financial data

Company Profile

Cover

Cover	9 Months Ended
Cover	Sep. 30, 2024
Entity Addresses [Line Items]
Document Type	S-1/A
Amendment Flag	true
Amendment Description	This registration statement contains two prospectuses, as set forth below. ● Public Offering Prospectus. A prospectus to be used for the public offering (the “Public Offering Prospectus”) of up to 43,478,261 shares of common stock of Algorhythm Holdings, Inc. (the “Company”) or pre-funded warrants in lieu thereof, 43,478,261 Series A warrants (the “Series A Warrants”) and 43,478,261 Series B warrants (together with the Series A Warrants, the “Warrants”) with such securities being placed and sold through the placement agent named on the cover page of the Public Offering Prospectus. The Public Offering Prospectus also relates to the shares issuable upon the exercise of the Warrants, and the pre-funded warrants. ● Resale Prospectus. A prospectus to be used for the resale by the selling stockholders (the “Selling Stockholders” set forth in the section of the resale prospectus (the “Resale Prospectus”) entitled “Selling Stockholders” of an aggregate of 2,840,344 shares of common stock. The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points: ● they contain different outside and inside front covers and back covers; ● they contain different “Offering” sections in the “Prospectus Summary” section beginning on page Altr 2; ● they contain different “Use of Proceeds” sections on page Altr 9; ● the “Capitalization” and “Dilution” sections from the Public Offering Prospectus are deleted from the Resale Prospectus; ● a “Selling Stockholders” section is included in the Resale Prospectus; ● the “Plan of Distribution” section from the Public Offering Prospectus is deleted from the Resale Prospectus and a “Selling Stockholder Plan of Distribution” is inserted in its place in the Resale Prospectus; and ● the “Legal Matters” section in the Resale Prospectus on page Altr 12 deletes the reference to counsel for the placement agent. The Company has included in this registration statement a set of alternate pages after the back cover page of the Public Offering Prospectus (the “Alternate Pages”) to reflect the foregoing differences in the Resale Prospectus as compared to the Public Offering Prospectus. The Public Offering Prospectus will exclude the Alternate Pages and will be used for the public offering by the Company. The Resale Prospectus will be substantively identical to the Public Offering Prospectus except for the addition or substitution of the Alternate Pages, and such other changes as may be necessary to clarify references to the public offering or the resale offering and will be used for the resale offering by the Selling Stockholders.
Entity Registrant Name	ALGORHYTHM HOLDINGS, INC.
Entity Central Index Key	0000923601
Entity Tax Identification Number	95-3795478
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	6301 NW 5th Way
Entity Address, Address Line Two	Suite 2900
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33309
City Area Code	(954)
Local Phone Number	596-1000
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Business Contact [Member]
Entity Addresses [Line Items]
Entity Address, Address Line One	6301 NW 5th Way
Entity Address, Address Line Two	Suite 2900
Entity Address, City or Town	Fort Lauderdale
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33309
City Area Code	(954)
Local Phone Number	596-1000
Contact Personnel Name	Gary Atkinson

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Current Assets
Cash	$ 621,000	$ 6,703,000	$ 2,895,000
Due from Banks	22,000
Inventory	7,328,000	6,871,000	9,085,000
Returns asset	1,081,000	1,919,000	555,000
Prepaid Expenses and other current assets	867,000	136,000	351,000
Total Current Assets	14,406,000	23,206,000	15,200,000
Property and equipment, net	318,000	404,000	633,000
Operating leases - right of use assets	137,000	3,926,000	561,000
Other non-current assets	41,000	179,000	255,000
Intangible assets, net	1,356,000
Goodwill	3,354,000
Total Assets	19,612,000	27,715,000	16,649,000
Current Liabilities
Accounts payable	8,743,000	7,616,000	1,769,000
Accrued expenses	4,303,000	2,614,000	2,266,000
Due to factor	462,000	1,743,000
Customer prepayments		687,000	583,000
Reserve for sales returns	2,212,000	3,390,000	900,000
Merchant cash advances payable	303,000
Current portion of operating lease liabilities	135,000	84,000	509,000
Other current liabilities	15,000	75,000	99,000
Total Current Liabilities	16,488,000	16,209,000	6,126,000
Other liabilities, net of current portion		3,000	104,000
Operating lease liabilities, net of current portion		3,925,000	88,000
Total Liabilities	16,873,000	20,137,000	6,318,000
Commitments and Contingencies
Total Commitments and Contingencies
Shareholders’ Equity
Preferred equity
Common stock $0.01 par value; 100,000,000 shares authorized; 6,418,061 issued and outstanding at December 31, 2023 and 3,184,439 issued and 3,167,489 outstanding at March 31, 2023	98,000	64,000	32,000
Additional paid-in capital	35,995,000	33,429,000	29,822,000
Subscriptions receivable			(6,000)
Accumulated deficit	(33,206,000)	(25,915,000)	(19,517,000)
Total Shareholders’ Equity		7,578,000	10,331,000	$ 13,198,000
Non-controlling interest	(148,000)
Total Algorhythm Holdings Shareholders’ Equity	2,739,000	7,578,000		13,198,000
Total Liabilities and Shareholders’ Equity	19,612,000	27,715,000	16,649,000
Semi Cab Inc [Member]
Current Assets
Cash		72,000		881,000
Accounts receivable		494,000		677,000
Refund due from customer		143,000
Prepaid Expenses and other current assets		5,000		8,000
Total Current Assets		714,000		1,566,000
Property and equipment, net		3,000		4,000
Other non-current assets		14,000		14,000
Total Assets		731,000		1,584,000
Current Liabilities
Accounts payable		668,000		810,000
Accrued expenses		149,000		151,000
Notes payable		833,000		579,000
Loans from affiliates, current portion		315,000
Due to factor		231,000
Other current liabilities		45,000		108,000
Total Current Liabilities		2,241,000		1,648,000
Loans from affiliates, net of current portion		385,000		385,000
Total Liabilities		2,626,000		2,033,000
Commitments and Contingencies
Provision for legal liability		275,000
Total Commitments and Contingencies		275,000
Shareholders’ Equity
Preferred equity		5,969,000		5,543,000
Accumulated deficit		(8,139,000)		(5,992,000)
Total Shareholders’ Equity		(2,170,000)		(449,000)
Total Liabilities and Shareholders’ Equity		731,000		$ 1,584,000
Nonrelated Party [Member]
Current Assets
Accounts receivable	4,330,000	7,308,000	2,075,000
Current Liabilities
Notes payable	50,000
Related Party [Member]
Current Assets
Accounts receivable	157,000	269,000	$ 239,000
Current Liabilities
Notes payable	265,000
Notes payable to related parties, net of current portion	$ 385,000

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts receivable, net	$ 266,000	$ 174,000	$ 166,000
Preferred stock, par value	$ 1	$ 1	$ 1
Preferred stock, shares authorized	1,000,000	1,000,000	1,000,000
Preferred stock, shares issued	0	0	0
Preferred stock, shares outstanding	0	0	0
Common stock, par value	$ 0.01	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000	100,000,000
Common stock, shares issued	11,079,678	6,418,061	3,167,489
Common stock, shares outstanding	9,752,755	6,418,061	3,167,489

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
Condensed Consolidated Statements of Operations - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Net Revenue	$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000		$ 39,299,000		$ 47,512,000
Cost of Revenue	8,247,000	12,197,000	12,287,000	23,008,000	16,582,000		30,090,000		36,697,000
Gross Profit (Loss)	2,375,000	3,734,000	3,201,000	6,190,000	5,357,000		9,209,000		10,815,000
Operating Expenses
Selling general and administrative expenses	653,000	1,169,000	1,830,000	3,717,000	2,426,000		3,442,000		3,589,000
General and administrative expenses	4,339,000	2,459,000	8,552,000	8,616,000	7,403,000		9,465,000		7,157,000
Net (gain) loss on early termination of operating lease	(3,874,000)		4,000
Total Operating Expenses	1,118,000	3,628,000	10,386,000	12,333,000	9,829,000		12,907,000		10,746,000
Loss from Operations	1,257,000	106,000	(7,185,000)	(6,143,000)	(4,472,000)		(3,698,000)		69,000
Other Expenses
Gain on disposal of fixed assets		44,000		44,000	44,000
Gain - related party									11,000
Gain from extinguishment of PPP loan forgiveness									448,000
Gain from settlement of accounts payable							48,000		339,000
Loss from extinguishment of debt							(183,000)
Gain from Employee Retention Credit Program refund					704,000		704,000
Interest expense	(283,000)	(53,000)	(328,000)	(299,000)	(122,000)		(479,000)		(580,000)
Total Other Expenses	(283,000)	(9,000)	(328,000)	(255,000)	626,000		90,000		218,000
Loss Before Income Tax Benefit (Provision)	974,000	97,000	(7,513,000)	(6,398,000)	(3,846,000)		(3,608,000)		287,000
Income Tax Benefit (Provision)					(1,502,000)		(1,030,000)		(57,000)
Net Loss	974,000	97,000	(7,513,000)	$ (6,398,000)	(5,348,000)		$ (4,638,000)		$ 230,000
Net (income) loss attributable to non-controlling interest	221,000		221,000
Net Income (Loss) Available to Common Stockholders	$ 1,195,000	$ 97,000	$ (7,292,000)		$ (5,348,000)
Loss per Common Share
Basic	$ 0.13	$ 0.03	$ (0.99)	$ (1.32)	$ (1.44)		$ (1.65)		$ 0.14
Diluted	$ 0.13	$ 0.03	$ (0.99)	$ (1.32)	$ (1.44)		$ (1.65)		$ 0.14
Weighted Average Common and Common Equivalent Shares:
Basic	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259		2,811,872		1,614,506
Diluted	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259		2,811,872		1,623,397
Semi Cab Inc [Member]
Net Revenue						$ 6,036,000		$ 9,655,000
Cost of Revenue						5,853,000		10,108,000
Gross Profit (Loss)						183,000		(453,000)
Operating Expenses
Selling general and administrative expenses						1,333,000		1,511,000
Product development						852,000		640,000
Total Operating Expenses						2,185,000		2,151,000
Loss from Operations						(2,002,000)		(2,604,000)
Other Expenses
Interest expense						(145,000)		(63,000)
Total Other Expenses						(145,000)		(63,000)
Loss Before Income Tax Benefit (Provision)						(2,147,000)		(2,667,000)
Income Tax Benefit (Provision)
Net Loss						$ (2,147,000)		$ (2,667,000)

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Shareholders' (Deficit) Equity - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Receivables from Stockholder [Member]	Noncontrolling Interest [Member]	Retained Earnings [Member]	Total
Balance, shares at Mar. 31, 2021	1,301,358
Balance at Mar. 31, 2021	$ 13,000	$ 20,151,000			$ (12,254,000)	$ 7,910,000
Net income (Ioss)					230,000	230,000
Issuance of common stock	$ 6,000	4,944,000				4,950,000
Issuance of common stock, shares	550,000
Stock based compensation, shares	2,242
Issuance of subsidiary stock to non-controlling interest		831,000				831,000
Issuance of common stock for stock offering costs
Issuance of pre-funded warrants		4,882,000				4,882,000
Common stock offering costs		(831,000)				(831,000)
Issuance of common stock for stock offering costs, shares	19,047
Redemption and retirement of treasury shares	$ (7,000)	(4,301,000)			(2,855,000)	(7,163,000)
Redemption and retirement of treasury shares, shares	(654,105)
Stock based compensation		44,000				44,000
Exercise of stock options		14,000				14,000
Exercise of stock options, shares	2,667
Balance, shares at Mar. 31, 2022	1,221,209
Balance at Mar. 31, 2022	$ 12,000	24,903,000			(14,879,000)	10,036,000
Net income (Ioss)					(1,653,000)	(1,653,000)
Issuance of common stock	$ 19,000	4,489,000				4,508,000
Issuance of common stock, shares	1,909,519
Stock based compensation, shares	15,803
Issuance of common stock for stock offering costs		(1,000)			1,000
Issuance of common stock for stock offering costs, shares	1,688
Balance at Dec. 31, 2022	$ 31,000	29,698,000			(16,531,000)	13,198,000
Balance, shares at Dec. 31, 2022	3,148,219
Balance at Dec. 31, 2022	$ 31,000	29,698,000			(16,531,000)	13,198,000
Balance, shares at Mar. 31, 2022	1,221,209
Balance at Mar. 31, 2022	$ 12,000	24,903,000			(14,879,000)	10,036,000
Net income (Ioss)					(4,638,000)	(4,638,000)
Issuance of common stock	$ 10,000	4,026,000	(6,000)			4,030,000
Issuance of common stock, shares	1,014,230
Stock based compensation, shares	15,803
Issuance of subsidiary stock to non-controlling interest		637,000				637,000
Common stock offering costs		(637,000)				(637,000)
Stock based compensation		145,000				145,000
Exercise of pre-funded and common warrants	$ 10,000	1,148,000				1,158,000
Exercise of pre-funded warrants, shares	914,558
Employee compensation - stock option		237,000				237,000
Other
Rounding of common stock issued due to reverse split, shares	1,688
Balance, shares at Mar. 31, 2023	3,167,488
Balance at Mar. 31, 2023	$ 32,000	29,822,000	(6,000)		(19,517,000)	10,331,000
Balance, shares at Dec. 31, 2022	3,148,219
Balance at Dec. 31, 2022	$ 31,000	29,698,000			(16,531,000)	13,198,000
Net income (Ioss)					(5,348,000)	(5,348,000)
Issuance of common stock	$ 11,000	1,629,000				1,640,000
Issuance of common stock, shares	1,057,810
Stock based compensation		174,000				$ 174,000
Common stock issued for purchase of SemiCab Inc, shares						50,000
Sale of common stock warrants		14,000				$ 14,000
Sale of common stock warrants, shares	14,230
Balance at Sep. 30, 2023	$ 42,000	31,515,000			(21,879,000)	9,678,000
Balance, shares at Sep. 30, 2023	4,220,259
Balance at Dec. 31, 2022	$ 31,000	29,698,000			(16,531,000)	13,198,000
Balance, shares at Dec. 31, 2022	3,148,219
Balance at Dec. 31, 2022	$ 31,000	29,698,000			(16,531,000)	13,198,000
Balance at Dec. 31, 2023	$ 64,000	33,429,000			(25,915,000)	7,578,000
Balance, shares at Dec. 31, 2023	6,418,061
Balance at Dec. 31, 2023	$ 64,000	33,429,000			(25,915,000)	7,578,000
Balance, shares at Mar. 31, 2023	3,167,488
Balance at Mar. 31, 2023	$ 32,000	29,822,000	(6,000)		(19,517,000)	10,331,000
Net income (Ioss)					(6,398,000)	(6,398,000)
Issuance of common stock	$ 32,000	3,497,000				3,529,000
Issuance of common stock, shares	3,250,573
Stock based compensation, shares
Issuance of subsidiary stock to non-controlling interest		179,000				179,000
Issuance of common stock for stock offering costs			6,000			6,000
Common stock offering costs		(179,000)				(179,000)
Issuance of common stock for stock offering costs, shares
Stock based compensation		110,000				110,000
Issuance of common stock - at-the -market offering	$ 10,000	1,699,000				1,709,000
Issuance of common stock - at-the-market offering, shares	1,052,770
Issuance of common stock - private placement	$ 22,000	1,977,000				1,999,000
Issuance of common stock - private placement, shares	2,197,803
Other			6,000			6,000
Balance at Dec. 31, 2023	$ 64,000	33,429,000			(25,915,000)	7,578,000
Balance, shares at Dec. 31, 2023	6,418,061
Balance at Dec. 31, 2023	$ 64,000	33,429,000			(25,915,000)	7,578,000
Balance at Jun. 30, 2023	$ 42,000	31,479,000			(21,977,000)	9,544,000
Balance, shares at Jun. 30, 2023	4,220,259
Net income (Ioss)					97,000	97,000
Stock based compensation		37,000				37,000
Issuance of common stock for stock offering costs		(1,000)			1,000
Balance at Sep. 30, 2023	$ 42,000	31,515,000			(21,879,000)	9,678,000
Balance, shares at Sep. 30, 2023	4,220,259
Balance at Dec. 31, 2023	$ 64,000	33,429,000			(25,915,000)	7,578,000
Balance, shares at Dec. 31, 2023	6,418,061
Net income (Ioss)				(221,000)	(7,292,000)	(7,513,000)
Issuance of common stock	$ 18,000	1,471,000				1,489,000
Issuance of common stock, shares	1,673,077
Stock based compensation	$ 10,000	606,000				616,000
Stock based compensation, shares	1,019,811
Common stock issued for purchase of SemiCab Inc	$ 6,000	488,000				494,000
Common stock issued for purchase of SemiCab Inc, shares	641,806
Issuance of subsidiary stock to non-controlling interest				74,000		74,000
Issuance of common stock for stock offering costs		1,000		(1,000)	1,000	1,000
Common stock offering costs				(74,000)		(74,000)
Balance at Sep. 30, 2024	$ 98,000	35,995,000		(148,000)	(33,206,000)	2,739,000
Balance, shares at Sep. 30, 2024	9,752,755
Balance at Jun. 30, 2024	$ 64,000	33,465,000			(34,401,000)	(872,000)
Balance, shares at Jun. 30, 2024	6,418,061
Net income (Ioss)				(221,000)	1,195,000	974,000
Issuance of common stock	$ 18,000	1,471,000				1,489,000
Issuance of common stock, shares	1,673,077
Stock based compensation	$ 10,000	569,000				579,000
Stock based compensation, shares	1,019,811
Common stock issued for purchase of SemiCab Inc	$ 6,000	488,000				494,000
Common stock issued for purchase of SemiCab Inc, shares	641,806
Issuance of subsidiary stock to non-controlling interest				74,000		74,000
Issuance of common stock for stock offering costs		2,000		(1,000)		1,000
Common stock offering costs				(74,000)		(74,000)
Balance at Sep. 30, 2024	$ 98,000	$ 35,995,000		$ (148,000)	$ (33,206,000)	$ 2,739,000
Balance, shares at Sep. 30, 2024	9,752,755

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended			12 Months Ended
Condensed Consolidated Statements of Cash Flows - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net (loss) income	$ (7,513,000)	$ (6,398,000)	$ (5,348,000)	$ (4,638,000)	$ 230,000
Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities:
Depreciation	159,000	287,000	289,000	228,000	246,000
Amortization of deferred financing costs				47,000	45,000
Change in net deferred tax assets	44,000			893,000	(5,000)
Provision for estimated cost of returns	839,000	(1,364,000)	1,095,000	128,000	(156,000)
Provision for inventory obsolesence		1,798,000	271,000	536,000	(272,000)
Credit losses	92,000	8,000	104,000	43,000	(16,000)
Gain on termination of operating lease	(246,000)
(Gain) loss from disposal of property and equipment		(44,000)	(42,000)	3,000	4,000
Stock based compensation	616,000	110,000	174,000	382,000	44,000
Amortization of right of use assets	194,000	510,000	520,000	718,000	795,000
Change in net deferred tax assets			1,399,000
Loss on debt extinguishment				183,000
Paycheck Protection Plan loan forgiveness					(448,000)
Gain - related party					(11,000)
Gain from extinguishment of accounts payable				(48,000)	(339,000)
Changes in operating assets and liabilities:
Accounts receivable	3,079,000	(5,241,000)	(3,982,000)	667,000	(558,000)
Due from banks	(22,000)		(152,000)	101,000	4,456,000
Accounts receivable – related parties	(303,000)	(30,000)	117,000	(87,000)	(64,000)
Inventories	(456,000)	415,000	(3,424,000)	3,858,000	(8,244,000)
Prepaid expenses and other current assets	(718,000)	215,000	87,000	78,000	(123,000)
Other non-current assets	151,000	76,000	(248,000)	(38,000)	61,000
Accounts payable	394,000	5,847,000	10,442,000	(3,511,000)	3,217,000
Accrued expenses	(198,000)	348,000	(486,000)	533,000	77,000
Due to related parties				(63,000)
Refunds due to customer	(1,967,000)	1,743,000	1,212,000		(139,000)
Prepaids from customers		103,000		485,000	(47,000)
Reserve for sales returns	(1,180,000)	2,490,000	(646,000)	(90,000)	30,000
Operating lease liabilities	116,000	(462,000)	(622,000)	(738,000)	(795,000)
Payment of early termination fee on operating lease termination settlement	(150,000)
Net cash provided by (used in) operating activities	(7,069,000)	411,000	760,000	(330,000)	(2,012,000)
Cash flows from investing activities
Purchase of property and equipment	(70,000)	(68,000)	(163,000)	(244,000)	(118,000)
Cash received from purchase of SemiCab Inc	17,000
Disposal of property and equipment		54,000	55,000
Net cash used in investing activities	(53,000)	(14,000)	(108,000)	(244,000)	(118,000)
Cash flows from financing activities
Proceeds from issuance of stock, net of offering costs	1,489,000	3,529,000	1,640,000	3,393,000	9,001,000
Payment of redemption and retirement of treasury stock					(7,162,000)
Collection of subscriptions receivable		6,000
Payment of subordinated note payable - Starlight Marketing Development, Ltd.				(353,000)	(150,000)
Payment of deferred financing charges				(254,000)	(38,000)
Payment of early termination fees on revolving lines of credit				(183,000)
Payments on installment notes		(124,000)		(74,000)	(68,000)
Proceeds from exercise of stock options					14,000
Proceeds from exercise of common stock warrants				990,000
Proceeds from exercise of pre-funded warrants				168,000
Payments on finance leases				(9,000)	(8,000)
Payments on merchant cash advances payable	(327,000)
Net (payment) proceeds from revolving lines of credit			(1,761,000)	(2,500,000)	2,435,000
Other	(122,000)		(113,000)
Net cash provided by financing activities	1,040,000	3,411,000	(234,000)	1,178,000	4,024,000
Net change in cash	(6,082,000)	3,808,000	418,000	604,000	1,894,000
Cash at beginning of year	6,703,000	2,895,000	2,795,000	2,291,000	397,000
Cash at end of period	621,000	6,703,000	3,213,000	2,895,000	2,291,000
Supplemental disclosures of cash flow information:
Cash paid for interest	320,000	44,000	80,000	481,000	547,000
Cash paid for income taxes				34,000
Non-Cash investing and financing cash flow information:
Common stock issued for purchase of SemiCab Inc	569,000
Equipment purchased under capital lease			55,000	55,000	24,000
Right of use assets exchanged for lease liabilities	$ 136,000	3,874,000	$ 3,874,000	192,000	16,000
Issuance of common stock and warrants for offering costs				$ 244,000	$ 548,000

NATURE OF BUSINESS

NATURE OF BUSINESS	9 Months Ended		12 Months Ended
NATURE OF BUSINESS	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
NATURE OF BUSINESS	NOTE 1 – NATURE OF BUSINESS Algorhythm Holdings, Inc. (f/k/a The Singing machine Company, Inc.) (the “Company”) is a holding company for an AI enabled software logistics business operated through our SemiCab Holding subsidiary and a home karaoke consumer products company that designs and distributes karaoke products globally to retailers and ecommerce partners through our Singing Machine subsidiary. Our operations include our wholly owned subsidiaries, SMC Logistics, Inc., a California corporation (“SMCL”), SMC-Music, Inc., a Florida corporation (“SMCM”), SMC (HK) Limited, a Hong Kong company (“SMH”), MICS Hospitality Holdings, Inc., a Delaware corporation (“MICS Hospitality”), MICS Hospitality Management, LLC, a Delaware limited liability company (“MICS Hospitality Management”), MICS Nomad, LLC, a Delaware limited liability company (“MICS NY”) and SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab”). Singing Machine is primarily engaged in the development, marketing, and sale of consumer karaoke audio equipment, accessories, and musical recordings. We are a global karaoke and music entertainment company that specializes in the design and production of quality karaoke and music enabled consumer products for adults and children. SemiCab is a cloud-based collaborative transportation platform built to achieve the scalability required to predict and optimize full-truckload transportation at enterprise-scale. To orchestrate collaboration across manufacturers, retailers, distributors, and their carriers, SemiCab uses real-time data from API-based load tendering and pre-built integrations with TMS and ELD partners. To build fully loaded round trips, SemiCab uses AI/ML techniques and advanced predictive optimization models.	NOTE 1 – NATURE OF BUSINESS We are primarily engaged in the development, marketing, and sale of consumer karaoke audio equipment, accessories, and musical recordings. We believe we are a leading global karaoke and music entertainment company that specializes in the design and production of quality karaoke and music enabled consumer products for adults and children. Our products are among the most widely available karaoke products in the world. Our mission is to “create joy through music.” The Singing Machine’s operations include its wholly owned subsidiaries, SMC Logistics, Inc., a California corporation (“SMCL”), SMC-Music, Inc., a Florida corporation (“SMCM”), SMC (HK) Limited, a Hong Kong company (“SMH”), MICS Hospitality Holdings, Inc., a Delaware corporation (“MICS Hospitality”), MICS Hospitality Management, LLC, a Delaware limited liability company (“MICS Hospitality Management”) and MICS Nomad, LLC, a Delaware limited liability company (“MICS NY”).
Semi Cab Inc [Member]
NATURE OF BUSINESS			NOTE 1 - BASIS OF PRESENTATION NATURE OF BUSINESS OVERVIEW The SemiCab, Inc., a Delaware corporation (the “Company,” “SemiCab”) is primarily engaged in the development, marketing, and sale of logistics optimization services for enterprise-level dedicated freight and shipping customers in The United States and India. Basis of Presentation The accompanying 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 assumes continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the normal course of business. The Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations all of which raise substantial doubt about the Company’s ability to continue as a going concern. Recoverability of a major portion of the recorded asset amounts shown in the accompanying balance sheet is dependent upon the Company’s ability to increase its revenue and meet its financing requirements on a continuing basis and become profitable in its future operations. The accompanying consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.

RECENT DEVELOPMENTS

RECENT DEVELOPMENTS	9 Months Ended
RECENT DEVELOPMENTS	Sep. 30, 2024	Dec. 31, 2023
Recent Developments
RECENT DEVELOPMENTS	NOTE 2 - RECENT DEVELOPMENTS Name and Symbol Change Effective September 5, 2024, our Certificate of Incorporation was amended to effect a change in the name of the Company from “The Singing Machine Company, Inc.” to “Algorhythm Holdings, Inc.” In addition, effective September 8, 2024, the Company’s ticker symbol was changed from “MICS” to “RIME.” Change in Fiscal Year During 2023, our Board of Directors approved a change in our fiscal year end from March 31 to December 31. Our results of operations, cash flows, and all transactions impacting shareholders’ equity presented in this Quarterly Report on Form 10-Q as of September 30, 2024 are for the three and nine month periods ended September 30, 2024 and 2023. ATM Offering On June 26, 2024, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Ascendiant Capital markets, LLC, as sales agent (the “Agent”), pursuant to which the Company could offer and sell, from time to time, through the Agent (the “ATM Offering”), up to approximately $ 1,100,000 On July 8, 2024, the Company entered into the First Amendment to the Sales Agreement (the “Amendment”) to increase the number of shares to be sold in the ATM Offering to $ 2,020,000 3,100,000 30,000 1,673,077 $1,489,000 189,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Subsequent to September 30, 2024 and through November 18, 2024 (the last trading day prior to filing), the Company sold 2,162,423 1,372,000 42,000 Asset Purchase On June 11, 2024, the Company and its wholly owned subsidiary SemiCab Holdings, LLC, a Nevada limited liability company (“SemiCab LLC” and collectively with the Company, the “Buyer”), SemiCab, Inc., a Delaware corporation (“SemiCab” or the “Seller”), Ajesh Kapoor and Vivek Sehgal entered into an asset purchase agreement (the “Asset Purchase Agreement”) pursuant to which the Seller agreed to sell and assign to the Company, and the Company agreed to purchase and assume from the Seller, substantially all the assets, and certain specified liabilities relating to the business of the Seller. Subject to certain exceptions set forth in the Asset Purchase Agreement, the parties agreed that the Buyer will not assume the liabilities of the Seller. SemiCab is an artificial intelligence, cloud-based collaborative transportation platform built to achieve the scalability required to predict and optimize semi-tractor trailer load efficiency. On July 3, 2024, the parties closed on the asset purchase whereby the Company issued to the Seller (i) 641,806 20% Pursuant to the asset acquisition agreement, the Company and Seller entered into an option agreement (the “Option Agreement”), granting the Buyer the right to acquire all of the issued and outstanding capital securities of SMCB Solutions Private Limited (“SMCB”), a wholly owned subsidiary of the Seller, in consideration for 320,903 Hospitality Lease On August 23, 2023, MICS NY entered into an Agreement of Lease (the “Lease Agreement”) with OAC 111 Flatiron, LLC and OAC Adelphi, LLC (the “Landlord”), pursuant to which MICS NY agreed to lease approximately 10,000 th During the six months ended June 30, 2024, the Company abandoned its plans to continue use of the leased space and exercised its early termination provision of the Lease Agreement which was not accepted by the Landlord. Due to the abandonment of the lease, all assets related to the lease were impaired. Assets including security deposits, rent deposits and right of use assets of approximately $ 3,878,000 On July 26, 2024, OAC 111 Flatiron, LLC and OAC Adelphi, LLC (the “Landlord”), filed a civil action in the Supreme Court of the State of New York against MICS Nomad LLC, a subsidiary of the Company (“MICS NY”), and the Company (“the Defendants”) for alleged breach of lease, seeking monetary damages including unpaid rent, future unpaid rent, and other expenses related to the lease. The complaint alleged the Defendants breached the lease in various material respects. On September 25, 2024, the Company entered into a Settlement Agreement for a full release and dismissal of the complaint within 5 business days of the Company’s payment of $ 250,000 150,000 100,000 As a result of the settlement, during the three months ended September 30, 2024, the Company wrote off the remaining operating lease liability on the Lease Agreement and recognized a gain on early termination of the operating lease of approximately $ 3,874,000 4,000 250,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Private Placement On October 22, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with investors pursuant to which we sold, in a private placement (the “Private Placement”), secured notes with an aggregate principal amount of $ 2,352,941 2,000,000 352,941 2,299,998 Oxford Credit Facility On March 28, 2024, the Company and Oxford Commercial Finance, a Michigan banking corporation, (referred to as “Oxford”) entered into a Loan Agreement (the “Loan Agreement”) and related Revolving Credit Note (the “Note”) for a $ 2,000,000 40,000 Share Repurchase On November 1, 2024, the Company entered into a Stock Repurchase Agreement (the “Repurchase Agreement”) with Regalia Ventures LLC, a Delaware limited liability company (the “Seller”), pursuant to which the Company agreed to repurchase from the Seller an aggregate of 1,098,901 0.01 The shares of common stock to be repurchased were originally issued to the Seller on November 21, 2023, pursuant to a certain stock purchase agreement, dated November 20, 2023. As of the date of this filing, the repurchase of the shares has not yet closed.	NOTE 2 - RECENT DEVELOPMENTS Change in Fiscal Year During 2023, our Board of Directors approved a change in our fiscal year end from March 31 to December 31. Our results of operations, cash flows, and all transactions impacting shareholders’ equity presented in this Transition Report on Table of Contents Form 10-KT are for the nine-month period ended December 31, 2023 (“transition period”), and our fiscal years 2023 and 2022 are for the twelve months ended March 31, 2023, and March 31, 2022, unless otherwise noted. Private Placement On November 20, 2023, the Company entered into an agreement to sell $ 2,000,000 0.91 2,198,000 1,900,000 100,000 Hospitality Lease On August 23, 2023, MICS NY entered into an Agreement of Lease (the “Lease Agreement”) with OAC 111 Flatiron, LLC and OAC Adelphi, LLC (the “Landlord”), pursuant to which MICS NY agreed to lease approximately 10,000 th The term of the Lease Agreement is for fifteen ( 15 30,000 In March 2024, the Company initiated the termination of this lease under certain provisions made available under the Lease Agreement. The Landlord and the Company are in active discussions as to the terms of the lease termination however as of this filing, it is too early in the negotiation process to estimate any potential loss, if any, related to the lease termination process. ATM Offering On February 15, 2023, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp, as sales agent (the “Agent”), pursuant to which the Company could offer and sell, from time to time, through the Agent (the “ATM Offering”), up to approximately $ 1,800,000 1,654,000 36,000

LIQUIDITY, GOING CONCERN AND MA

LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS	9 Months Ended		12 Months Ended
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS	NOTE 3 – LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS As previously reported on Form 8-K filed on August 30, 2024, on August 26, 2024, the Company received a notice from The Nasdaq Stock Market LLC (“NASDAQ”) indicating that its stockholders’ equity as reported in its Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 did not meet the minimum of $2,500,000 in stockholders’ equity required by NASDAQ Listing Rule 5550(b)(1) (the “Equity Rule”) for continued listing, or the alternatives of market value of listed securities or net income from continuing operations. Pursuant to the Equity Rule, the Company submitted a plan to regain compliance with the Equity Rule. On November 13, 2024, the Company filed a Form 8-K stating that it believed it regained compliance with the Equity Rule. As disclosed herein, the Company reported stockholders’ equity of approximately $ 2.7 NASDAQ has advised the Company that it will continue to monitor the Company’s ongoing compliance with the stockholders’ equity requirement and, if at the time of its next periodic report the Company does not evidence compliance, that it may be subject to delisting. As of September 30, 2024, the Company had cash on hand of approximately $ 621,000 2,082,000 The condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management intends to finance operations with future debt or equity financings, however, if and when such financings may occur are uncertain. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances including: its financial position, cash flow and cash usage forecasts, and obligations and debts. Although management has a recent history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited)	NOTE 3 – LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS As of December 31, 2023, the Company had cash on hand of approximately $ 6,703,000 The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. Management intends to finance operations with future debt or equity financings however, if and when such financings may occur are uncertain. In making this assessment management performed a comprehensive analysis of the Company’s current circumstances including: its financial position, cash flow and cash usage forecasts, and obligations and debts. Although management has a recent history of successful capital raises, the analysis used to determine the Company’s ability as a going concern does not include cash sources outside the Company’s direct control that management expects to be available within the next 12 months. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022
Semi Cab Inc [Member]
LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS			NOTE 2 – GOING CONCERN LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS The Company’s financial statements as of December 31, 2023 and 2022 have been prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenue sufficient to cover its operating costs and allow it to continue as a going concern. The Company has accumulated losses from 2022 to 2023 of $ 4,814,000 In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking third party equity and/or debt financing. However, management cannot provide any assurances that the Company will be successful in accomplishing any of its plans. These financial statements do not include any adjustments related to the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended		12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited financial statements for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by US GAAP for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet as of September 30, 2024 and condensed financial statements information for the three and nine months ended September 30, 2024 and 2023 are unaudited whereas the condensed consolidated balance sheet as of December 31, 2023 is derived from the audited consolidated balance sheet as of that date. The condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-KT for the transition period ended December 31, 2023. There have been no changes to our significant accounting policies as disclosed on the Company’s annual report on Form 10-KT for the transition period ended December 31, 2023. Principles of Consolidation The Company evaluates its business relationships with related parties to identify potential Variable Interest Entities (“VIEs”) under Accounting Standards Codification (“ASC”) 810, Consolidation. The Company will consolidate any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (1) the power to direct the activities of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both characteristics are met, the Company is considered to be the primary beneficiary and therefore will consolidate that VIE into its consolidated financial statements. As prescribed by ASC 810, if the Company holds a variable interest in a VIE but is not the entity’s primary beneficiary, it shall disclose its methodology for determining if the Company is the primary beneficiary of the VIE, e.g., significant judgments and assumptions made. Additional information required includes information about the types of involvement considered significant, and those considered in the determination of whether the reporting entity is the primary beneficiary. Furthermore, if the Company provides or intends to provide financial or other support (explicitly or implicitly) to the VIE, when not contractually required to, the Company shall disclose the type and amount of the support, along with the primary reasons for providing the support. Both qualitative and quantitative information about the Company’s involvement with the VIE, shall include the nature, purpose, size, and activities of the VIE, including how the VIE is financed. Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions at the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Direct transaction costs associated with the business combination are expensed as incurred. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition. Goodwill The Company evaluates its goodwill for impairment in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value. Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships, trade names and proprietary technology. Such intangibles are amortized over their useful lives on a straight-line basis. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in the Company’s valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash, accounts receivables and accounts and accounts receivable – related party, trade payables advances and notes payables and notes payable – related party approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. R ECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	NOTE 4 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”). PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its Hong Kong subsidiary, SMCL, SMCM, SMH, MICS Hospitality, MICS Hospitality Management and MICS NY. All inter-company accounts and transactions have been eliminated in consolidation for all periods presented. RECLASSIFICATION OF PRIOR YEARS PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations. USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, allowance for credit losses, provision for excess and obsolete inventory, reserve for sales returns, accruals relating to litigation, income taxes and share-based compensation expense. ACCOUNTS RECEIVABLE AND ALLOWANCES FOR EXPECTED CREDIT LOSSES In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses” (Topic 326) The Company recognizes an allowance for credit losses at the time a receivable is recorded based on its estimate of expected credit losses and adjusts this estimate over the life of the receivable as needed. The Company evaluates specific identified risks and the aggregation and risk characteristics of a receivable pool and develops loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon the Company is exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. As needed, amounts are written-off when determined to be uncollectible. INVENTORY AND RETURNS ASSET Inventory is comprised primarily of electronic karaoke equipment, microphones, and accessories, and are stated at the lower of cost or net realizable value, as determined using the first in, first out method. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s investment in inventories for such declines in value. In addition, the Company reports an estimated amount for the net realizable value of expected future inventory returns (returns asset) related to the Company’s defective allowance, overstock, and warranty policies. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 LONG-LIVED ASSETS The Company periodically evaluates the carrying value of the unamortized balances of its long-lived assets, including property, equipment and rental assets, to determine whether impairment of these assets has occurred or whether a revision to the related amortization periods should be made. If the carrying value of the long-lived asset group exceeds the estimated future undiscounted cash flows, an impairment loss is recorded based on the amount by which the asset group’s carrying amount exceeds its fair value. Fair value is determined based on an evaluation of the assets’ associated discounted future cash flows or appraised value . PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to their estimated useful lives using straight-line methods. LEASES The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date. The liability is equal to the present value of the remaining minimum lease payments. The asset is based on the liability, subject to certain adjustments. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). As the interest rate implicit in the Company’s operating leases is not readily determinable, the Company utilizes its incremental borrowing rate to discount the lease payments. The Company utilizes the implicit rate for its finance leases. FAIR VALUE OF FINANCIAL INSTRUMENTS We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, “Financial Instruments”, which requires disclosure of information about the fair value of certain financial instruments for which it is practicable to estimate that value. For the purposes of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses, refunds due to customers, customer deposits, other current liabilities and due from related parties approximates fair value due to the relatively short period to maturity for these instruments. The carrying amounts on other liabilities are approximate to fair value due to their relatively short period to maturity. REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers”. All revenue is generated from contracts with customers. The Company recognizes revenue when the control of the goods sold is transferred to the customer, in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company’s performance obligations are established when a customer submits a purchase order notification, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. Revenue from sales of product is recognized at a point in time when the Company transfers control to the customer, typically at the time when the product is delivered or shipped, at which time, title passes to the customer and there are no further performance obligations with regards to the product.” The Company selectively participates in a retailer’s co-op promotion incentives to maximize sales of the Company’s products on the retail floor or to assist in developing consumer awareness of new product launches, by providing marketing fund allowances to our customers. As these co-op promotion initiatives are not a distinct good or service and the Company cannot reasonably estimate the fair value of the benefit it receives from these arrangements, the cost of these allowances at the time they are offered to the customers are recorded as a reduction to net sales. Co-op promotion incentives were approximately $ 2,600,000 2,300,000 2,000,000 The Company’s contracts with customers consist of one performance obligation (the sale of the Company’s products). The Company’s contracts have no financing elements, payment terms are generally less than 120 days and have no further contract asset or liability obligations once control of goods is transferred to the customer. Revenue is recorded in the amount of consideration the Company expects to receive for the sale of these goods. Costs incurred in fulfilling contracts with customers include administrative costs associated with the procurement of goods are included in general and administrative expenses, in-bound freight costs are included in the cost of goods sold and accrued sales representative commissions are included in selling expenses in the accompanying consolidated statements of operations as our underlying customer agreements are less than one year. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 While the Company has no overstock return privileges in its vendor agreements with its customers, the Company does accept defective returns, warranty exchanges and overstock from seasonal customers. The Company estimates the sales value of goods to be returned from our allowance programs for goods returned from the customer for various reasons, whereby a reserve for sales returns is recorded based on historic return amounts, specific events as identified and management estimates. The Company’s reserve for sales returns was approximately $ 3,400,000 900,000 1,900,000 600,000 SHIPPING AND HANDLING COSTS Shipping and handling activities are performed before the customer obtains control of the goods sold to them and are considered activities to fulfill the Company’s promise to transfer the goods. For the nine months ended December 31, 2023, shipping and handling expenses were approximately $ 600,000 500,000 900,000 SHARE-BASED COMPENSATION The Company has granted stock options and restricted stock units (“RSUs”) to employees, non-employee consultants and non-employee members of our Board of Directors. The Company also has an equity incentive plan which provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors. The Company measures the compensation cost associated with all share-based payments based on grant date fair values. The fair value of each stock option and stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options and stock purchase rights. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and several assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. For grants of stock options, the Company uses a blend of historical and implied volatility for traded options on its stock to estimate the expected volatility assumption required in the Black-Scholes model. The Company’s use of a blended volatility estimates in computing the expected volatility assumption for stock options is based on its belief that while the implied volatility is representative of expected future volatility, the historical volatility over the expected term of the award is also an indicator of expected future volatility. The Company utilizes a blended volatility estimate that consists of implied volatility and historical volatility in order to estimate the expected volatility assumption of the Black-Scholes model. The expected term of stock options granted is estimated using historical experience. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the Company’s stock options and stock purchase rights. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. The Company estimates forfeitures at the time of grant and revises these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates its forfeiture rate assumption for all types of share-based compensation awards based on historical forfeiture rates related to each category of award. Compensation costs associated with grants of restricted stock units are measured at fair value, which has historically been the closing price of the Company’s common stock on the date of grant. The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions. For awards that contain performance conditions, the Company recognizes the share-based compensation expense on a straight-line basis for each vesting tranche, when achievement of that tranche is considered probable. The Company evaluates the assumptions used to value stock awards at each grant date. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense. INCOME TAXES The Company follows the provisions of FASB ASC 740 “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. As of December 31, 2023, and March 31, 2023, there were no uncertain tax positions that resulted in any adjustment to the Company’s provision for income taxes. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company currently has no liabilities recorded for accrued interest or penalties related to uncertain tax provisions. RECENT ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
Semi Cab Inc [Member]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES			NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include certain intercompany expenses associated with its wholly owned India subsidiary, SMCB Solutions Private Limited, the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation for all periods presented. USE OF ESTIMATES SemiCab makes estimates and assumptions in the ordinary course of business relating to sales collections and allowances, warranty reserves, and reserves for promotional incentives that may affect the reported amounts of assets and liabilities and of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Future events and their effects cannot be determined with absolute certainty; therefore, the determination of estimates requires the exercise of judgment. Historically, past changes to these estimates have not had a material impact on the Company’s financial statements. However, circumstances could change which may alter future expectations. ALLOWANCE FOR DOUBTFUL ACCOUNTS SemiCab’s allowance for doubtful accounts is based on management’s estimates of the creditworthiness of its customers, current economic conditions and historical information, and, in the opinion of management, is believed to be in an amount sufficient to respond to normal business conditions. Management sets 100% reserves for customers in bankruptcy and other allowances based upon historical collection experience. The Company is subject to chargebacks from customers that are deducted from open invoices and reduce collectability of open invoices. Should business conditions deteriorate or any major customer default on its obligations to the Company, this allowance may need to be significantly increased, which would have a negative impact on operations. FOREIGN CURRENCY TRANSLATION The Company accounts for foreign currency transactions pursuant to ASC 830, Foreign Currency Matters (“ASC 830”). The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of the monetary balance sheet items are recorded as gain (loss) on foreign currency transactions. The functional currency of the India subsidiary is the Indian Rupee. Under ASC 830, all assets and liabilities are translated into U. S. dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Indian Rupee are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss. Concentration of Credit Risk At times, the Company maintains cash in United States bank accounts that are in excess of the Federal Deposit Insurance Corporation insured amounts. The Company maintains cash balances in foreign financial institutions. The amounts at foreign financial institutions at December 31, 2023 and 2022 were approximately $ 58,000 91,000 LONG-LIVED ASSETS Not applicable. The only meaningful long-lived assets are intangible in nature and under GAAP accounting, not capitalized nor assigned any long-term accounting value. prior to the proposed transaction. PROPERTY AND EQUIPMENT Property and Equipment are stated at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. The estimated useful lives used to compute depreciation and amortization for financial reporting purposes are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Years Property and Equipment 3 5 PREPAID EXPENSES Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. As of December 31, 2023 and 2022, the balances of the prepaids account were $ 5,000 8,000 FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses, customer deposits, refunds due to customers, and due to related parties approximates fair value due to the relatively short period to maturity for these instruments. The carrying amounts on the notes payable, finance leases and installment notes approximate fair value either due to the relatively short period to maturity or the related interest is accrued at a rate similar to market rates. The carrying amounts on the revolving line of credit approximates fair value due the relatively short period to maturity and related interest accrued at market rates. REVENUE RECOGNITION REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers”. All revenue is generated from contracts with customers. The Company recognizes revenue when the control of the goods sold is transferred to the customer, in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company’s contracts with customers consist of one performance obligation (the sale of the Company’s products). The Company’s contracts have no financing elements, payment terms are less than 120 days and have no further contract asset or liability obligations once control of goods is transferred to the customer. Revenue is recorded in the amount of consideration the Company expects to receive for the sale of these goods. Costs incurred in fulfilling contracts with customers include administrative costs associated with the procurement of goods are included in general and administrative expenses, in-bound freight costs are included in the cost of goods sold and accrued sales representative commissions are included in selling expenses in the accompanying consolidated statements of operations as our underlying customer agreements are less than one year. SHIPPING AND HANDLING COSTS Shipping and handling activities are performed before the customer obtains control of the goods delivered for them and are considered activities to fulfill the Company’s promise to transfer the goods. For Fiscal 2023 and 2022 shipping and handling expenses provided by third party shippers were approximately $ 5,692,000 10,057,000 STOCK-BASED COMPENSATION The Company accounts for share based compensation in accordance with the provisions of ASC 718-10, “Compensation — Stock Compensation,” which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The majority of its share-based compensation arrangements vest over a three year vesting schedule. The Company expenses its share-based compensation under the ratable method, which treats each vesting tranche as if it were an individual grant. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of certain assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected option term”), the estimated volatility of its common stock price over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. Changes in these subjective assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amount recognized as an expense in the consolidated statements of operations. As required under the accounting rules, the Company reviews its valuation assumptions at each grant date and, as a result, the Company is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as expense over the service period, net of estimated forfeitures (the number of individuals that will ultimately not complete their vesting requirements). The estimation of stock awards that will ultimately vest requires significant judgment. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates. Options and warrants to outsiders are accounted for under ASC 718. RESEARCH AND DEVELOPMENT COSTS All research and development costs are charged to results of operations as incurred. These expenses are shown as a component of general and administrative expenses in the consolidated statements of operations. For the years ended December 31, 2023 and 2022, these amounts totaled approximately $ 842,000 640,000 INCOME TAXES The Company follows the provisions of FASB ASC 740 “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. As of March 31, 2023 and 2022 there were no uncertain tax positions that resulted in any adjustment to the Company’s provision for income taxes. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company currently has no liabilities recorded for accrued interest or penalties related to uncertain tax provisions. COMPUTATION OF EARNINGS (LOSS) PER SHARE Not applicable. This is not required. RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses” (Topic 326) The amendments in ASU 2016-03 for smaller reporting companies are effective for the Company beginning April 1, 2023, including interim periods within that fiscal year. The Company adopted ASU 2016-13 on May 1, 2024. The adoption of ASU 2016-13 did not result in any material effects to the consolidated financial statements or related disclosures.

ASSET ACQUISITION

ASSET ACQUISITION	9 Months Ended
ASSET ACQUISITION	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ASSET ACQUISITION	NOTE 5 – ASSET ACQUISITION On June 11, 2024, the Company and its wholly owned subsidiary SemiCab,LLC, SemiCab, Inc., Ajesh Kapoor and Vivek Sehgal entered into the Asset Purchase Agreement pursuant to which the Seller agreed to sell and assign to the Company, and the Company agreed to purchase and assume from the Seller, substantially all the assets, and certain specified liabilities relating to the business of the Seller. The Company decided to acquire SemiCab as part of a strategic plan to diversify its business and reduce its reliance solely on retail and consumer electronics and strategically focus on growth. The acquisition fit the Company’s strategic decision to pivot to a holding company structure. On July 3, 2024, the parties completed the Asset Purchase Agreement whereby the Company issued to the Seller (i) 641,806 $494,000 20% Pursuant to the asset acquisition agreement, the Company and Seller entered into an option agreement (the “Option Agreement”), granting the Buyer the right to acquire all of the issued and outstanding capital securities of SMCB Solutions Private Limited (“SMCB”), a wholly owned subsidiary of the Seller, in consideration for 320,903 In connection with the asset acquisition agreement, effective July 3, 2024, SemiCab, LLC entered into employment agreements (the “Agreements”) with Ajesh Kapoor and Vivek Sehgal Kapoor’s agreement spans three years with an annual base salary of $ 140,000 240,000 300,000 105,000 210,000 240,000 270,000 300,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) On July 3, 2024, the (“Acquisition Date”), the Company acquired substantially all the assets and assumed certain liabilities of SemiCab, Inc. in exchange for the purchase price consideration of approximately $ 983,000 $4,754,000 74,000 20 80 The trade names and developed technology intangible assets were valued using the relief-from-royalty method. The relief-from-royalty method is one of the methods under the income approach wherein estimates of a company’s earnings attributable to the intangible asset are based on the royalty rate the company would have paid for the use of the asset if it did not own it. Royalty payments are estimated by applying royalty rates of 0.5 33 nine years The Company determined an estimated fair value of customer relationships using multi-period excess earnings approach utilizing a discounted cash flow methodology. The analysis included assumptions regarding the growth rate for the development of new businesses, concluding between 8 20 33 The valuations for the above intangible assets require use of unobservable inputs that are classified as Level 3 on the fair value hierarchy. The goodwill resulting from this acquisition is tax deductible. The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values: SCHEDULE OF CONSIDERATION TRANSFERRED TO THE ASSETS ACQUIRED AND LIABILITIES ASSUMED Equity consideration $ 494,000 Fair value of non-controlling interest 74,000 Total Equity Consideration 568,000 Debt Extinguishment 415,000 Total Consideration $ 983,000 Identifiable net assets acquired: Cash and Cash Equivalents $ 17,000 Accounts receivable 193,000 Prepaid expenses and other current assets 13,000 Property and equipment, net 3,000 Other Non-Current Operating Assets, Net 14,000 Customer Relationships ( 9 year estimated useful life) 747,000 Trade Name ( 9 year estimated useful life) 272,000 Developed Technology ( 6 year estimated useful life) 381,000 Accounts payable and accrued expenses (2,680,000 ) Loans payable Merchant Cash Advances (MCA) (631,000 ) Note payable (50,000 ) Notes payable Related Parties (650,000 ) Net assets acquired (2,371,000 ) Estimated Goodwill $ 3,354,000 Pro Forma Information The unaudited pro forma financial information below presents the effects of the Asset Purchase Agreement as though it had been completed on January 1, 2023. The pro forma adjustments are derived from the historically reported transactions of the respective companies. The pro forma results do not include anticipated combined effects or other expected benefits of the acquisition. The pro forma results for the nine months ended September 30, 2024 and 2023 reflect the combined performance of the Company and the SemiCab business for that period. The unaudited pro forma information is based on available data and certain assumptions that the Company believes are reasonable given the circumstances. However, actual results may differ materially from the assumptions used in the accompanying unaudited pro forma financial information. This selected unaudited pro forma condensed combined financial information is presented for illustrative purposes only and is not intended to represent what the actual consolidated results of operations would have been had the acquisition date occurred on January 1, 2023, nor does it attempt to forecast future consolidated results of operations. ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Nine Months Ended September 30, 2024 September 30, 2023 Net revenue $ 16,831,000 26,848,000 Operating loss from continuing operations (8,093,000 ) (6,187,000 ) Net loss (8,451,000 ) (7,164,000 ) The pro forma results for the nine months ended September 30, 2023, include a net increase in operating expenses of $ 265,000 215,000 50,000

FINANCING

FINANCING	9 Months Ended
FINANCING	Sep. 30, 2024	Dec. 31, 2023
Debt Disclosure [Abstract]
FINANCING	NOTE 6 – FINANCING Oxford Credit Facility On March 28, 2024, the Company entered into a Loan and Security Agreement (the “Credit Agreement”) with Oxford Business Credit “Oxford”), as Lender. The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 2,000,000 22,000 no Borrowings under the Credit Facility take the form of base rate loans at interest rates of the Wall Street Journal Prime Rate plus 2.5 10 24,000 66,000 The Credit Agreement is for a two November 28, 2026 The Company is subject to a two percent ( 2 On October 17, 2024, the Company voluntarily terminated the Credit Agreement. Pursuant to the terms of the Credit Agreement the Company was obligated to pay a $ 40,000 Fifth Third Bank Asset-backed Revolving Credit Facility On October 14, 2022, the Company entered into a Loan and Security Agreement with Fifth Third Financial Corporation (the “Credit Agreement”), as Lender, replacing the Company’s credit facilities with Crestmark and IHC that were terminated by the Company on October 13, 2022. The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 15,000,000 revolving credit facility (“Credit Facility”). The Credit Facility was terminated on November 17, 2023 . Availability under the Credit Facility was determined monthly by a borrowing base comprised of a percentage of eligible accounts receivable and eligible inventory of the Borrowers. The Company’s obligations under the Credit Agreement are secured by a continuing security interest in all property of each Loan Party, subject to certain excluded collateral (as defined in the Credit Facility). Costs associated with closing of the Credit Agreement of approximately $ 254,000 21,000 63,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Borrowings under the Credit Facility took the form of base rate loans at interest rates of the greater of either (a) the Prime Rate plus 0.50% or (b) the Secured Overnight Financing Rate (“SOFR”) 30-day term rate plus 3%, subject to a minimum of 0.050% in either case. During the three and nine months ended September 30, 2023, the Company incurred interest expense of approximately $ 19,000 59,000 On May 19, 2023, the Company executed a Waiver and First Amendment agreement which provides for a waiver of previous defaults and instituted new covenants. On August 30, 2023, the Company entered into a Waiver and Second Amendment (the “Revolving Loan Amendment”) to the Credit Agreement. The Revolving Loan Amendment provides for, among other things, (i) a waiver of all known existing defaults under the Credit Agreement as of the date of the Revolving Loan Amendment and (ii) the amendment of the definition of “Borrowing Base” to reduce from $ 5,000,000 2,000,000 On November 17, 2023, the Company voluntarily terminated the Credit Agreement as the Company could not comply with the debt coverage financial covenant effective September 30, 2023. There was no balance outstanding on the credit agreement as of the termination date. Merchant Cash Advance payable – Agile Capital Funding, LLC Pursuant to the acquisition of SemiCab, the Company assumed a Merchant Cash Advance (“MCA Financing”) payable with Agile Capital Funding, LLC (“Agile”). On March 22, 2024, SemiCab entered into a MCA Financing agreement with Agile. The initial amount borrowed was $ 315,000 300,000 16,200 453,600 15 146,500 Merchant Cash Advance payable – Cedar Advance, LLC Pursuant to the acquisition of SemiCab, the Company assumed a MCA Financing payable with Cedar Advance, LLC (“Cedar”). On May 8, 2024, SemiCab entered into an MCA Financing with Cedar. The initial amount borrowed was $ 215,000 204,250 11,133 311,750 18 156,920 Loan Payable SemiCab Investor SemiCab maintains a loan from a SemiCab investor in the amount of $ 50,000 10%	NOTE 6 – FINANCING Oxford Credit Facility On March 28, 2024, the Company entered into a Loan and Security Agreement with Oxford Business Credit (the “Credit Agreement”), as Lender. The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 2,000,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 Borrowings under the Credit Facility take the form of base rate loans at interest rates of the greater of either (a) the Prime Rate plus 2.5 The Credit Agreement is for a two November 28, 2026 The Company is subject to a two percent ( 2 Fifth Third Bank Asset-backed Revolving Credit Facility On October 14, 2022, the Company entered into a Loan and Security Agreement with Fifth Third Financial Corporation (the “Credit Agreement”), as Lender, replacing the Company’s credit facilities with Crestmark and IHC that were terminated by the Company on October 13, 2022. The Credit Agreement established a secured asset-backed revolving credit facility which is comprised of a maximum $ 15,000,000 November 17, 2023 Costs associated with closing of the Credit Agreement of approximately $ 254,000 215,000 18,000 39,000 0 Borrowings under the Credit Facility took the form of base rate loans at interest rates of the greater of either (a) the Prime Rate plus 0.50% or (b) the Secured Overnight Financing Rate (“SOFR”) 30-day term rate plus 3%, subject to a minimum of 0.050% in either case. 28,000 19,000 33,000 0 On May 19, 2023, the Company executed a Waiver and First Amendment agreement which provides for a waiver of previous defaults and instituted new covenants. On November 17, 2023, the Company voluntarily terminated the Credit Agreement as the Company could not comply with the debt coverage financial covenant effective September 30, 2023. There was no balance outstanding on the credit agreement as of the termination date. Intercreditor Revolving Credit Facility Crestmark Bank and Iron Horse Credit On June 16, 2020, the Company entered into a two-year Credit and Security Agreement for a $ 2,500,000 10,000,000 0 8,000 400,000 500,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022

LOANS PAYABLE _ RELATED PARTIES

LOANS PAYABLE – RELATED PARTIES	9 Months Ended
LOANS PAYABLE – RELATED PARTIES	Sep. 30, 2024
Debt Disclosure [Abstract]
LOANS PAYABLE – RELATED PARTIES	NOTE 7 – LOANS PAYABLE – RELATED PARTIES SemiCab maintains several outstanding affiliate loans from Ajesh Kapoor and Vivek Sehgal, (current employees and original founders of SemiCab) initially issued by SemiCab Holdings LLC. The notes are unsecured. There was accrued interest payable is approximately $ 72,000 28,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) The specific terms of each loan are summarized in the table below: SCHEDULE OF LOAN Issue Maturity Interest Holder Date Date Status Rate Principal Ajesh Kapoor 7/10/2021 7/10/2026 Current 9.0 % $ 150,000 Ajesh Kapoor 8/27/2021 8/26/2026 Current 9.0 % 235,000 Vivek Seghal 4/17/2023 10/13/2023 Default 10.0 % 50,000 Ajesh Kapoor 5/5/2023 5/4/2024 Default 10.0 % 50,000 Ajesh Kapoor 5/17/2023 5/16/2024 Default 10.0 % 165,000 Amount due as of September 30, 2024 650,000 Less: Current portion of notes payable to related parties 265,000 Notes payable to related parties, net of current portion $ 385,000

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	9 Months Ended		12 Months Ended
COMMITMENTS AND CONTINGENCIES	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
COMMITMENTS AND CONTINGENCIES	NOTE 8 - COMMITMENTS AND CONTINGENCIES Settlement Agreement – Efficient Capital Labs, Inc On May 18, 2023 SemiCab entered into a Installment Business Loan Agreement (“IBLA”) with a principal balance of $ 1,000,000 12 91,667 17.97 Payment: Semicab shall pay to ECL the sum of $ 946,666 (a) On or before May 20, 2024, Semicab shall pay ECL $ 25,000.00 (b) On or before June 3, 2024, Semicab shall pay ECL $ 75,000.00 (c) On or before the first business day of each of the following ten (10) calendar months, starting July 1, 2024 Semicab shall pay ECL $ 84,666 As of September 30, 2024 the amount payable on the Settlement is $ 578,917 Blue Yonder, Inc. Lawsuit Pursuant to the asset purchase agreement with SemiCab, the Company assumed a judgement against SemiCab regarding damages resulting from contract breach for IT subscription-based services. On March 28, 2020, SemiCab entered into a service contract and agreement with Blue Yonder, Inc. (“Blue Yonder”) for certain IT subscription-based services. The original term of the agreement was for three years, at a price of $ 100,000 300,000 275,000 509,119 175,000 225,000 509,119 509,119 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Derivative Action On December 21, 2023, Ault Lending, LLC, a wholly owned subsidiary of Ault Alliance, Inc. (“Ault”), one of the Company’s largest shareholders, filed a derivative shareholder action in Delaware Chancery Court against the Company, its Directors, and other Company shareholders (The Stingray Group, Inc. and Regalia Ventures) (“the Defendants”) for alleged breach of fiduciary duty in approving a recent above-market private placement equity transaction. The complaint alleges the Company, and its directors followed an inadequate process in evaluating the private placement transaction which occurred back in November 2023 and entered into the transaction with an intent to dilute Ault’s ownership stake in the Company. The Company filed a motion to dismiss the complaint. Based on the Company’s assessment of the facts underlying the claims, the uncertainty of the litigation and the preliminary stage of the case, the Company cannot reasonably estimate the potential loss or range of loss that may result from this action. The Company is involved in litigation arising from other matters in the ordinary course of business. The Company is subject to claims, suits and other proceedings that could result in fines, civil penalties, or other adverse consequences. The Company records a liability when it believes that it is probable that a loss has been incurred and the amount can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the reasonably possible loss. The Company evaluates developments in its legal matters that could affect the amount of liability that has been previously accrued, and the matters and related reasonably possible losses disclosed, and makes adjustments as appropriate. Significant judgment is required to determine both likelihood of there being and the estimated amount of a loss related to such matters.	NOTE 7 - COMMITMENTS AND CONTINGENCIES Hospitality Lease On August 23, 2023, MICS NY entered into an Agreement of Lease (the “Lease Agreement”) with OAC 111 Flatiron, LLC and OAC Adelphi, LLC (the “Landlord”), pursuant to which MICS NY agreed to lease approximately 10,000 square feet of ground floor retail space and a portion of the basement underneath the ground floor retail space in the property located at 111 West 24 th The term of the Lease Agreement is for fifteen (15) years, or on such an earlier date upon which the term shall expire, be canceled, or terminated pursuant to any of the conditions or covenants of the Lease Agreement. Pursuant to the Lease Agreement, MICS NY is obligated to pay an initial base rent in the amount of $ 30,000 In March 2024, the Company initiated the termination of this lease under certain provisions made available under the Lease Agreement. The Landlord and the Company are in active discussions as to the terms of the lease termination however as of this filing, it is too early in the negotiation process to estimate any potential loss, if any, related to the lease termination process. Derivative Litigation On December 21, 2023, Ault Lending, LLC, a wholly owned subsidiary of Ault Alliance, Inc. (“Ault”), one of the Company’s largest shareholders, filed a derivative shareholder action in Delaware Chancery Court against the Company, its Directors, and other Company shareholders (The Stingray Group, Inc. and Regalia Ventures) (“the Defendants”) for alleged breach of fiduciary duty in approving a recent above-market private placement equity transaction. The Complaint alleges the Company, and its Directors followed an inadequate process in evaluating the private placement transaction which occurred back in November 2023 and entered into the transaction with an intent to dilute Ault’s ownership stake in the Company. The Defendants have retained Delaware counsel to represent them in this matter and the Company has filed a motion to dismiss the suit. The Company has Director & Officer liability insurance for up to $ 5,000,000 with a retention of $ 250,000 for derivative claims. Other than what is disclosed above, we are not a party to, and our property is not the subject of, any pending material legal proceedings.
Semi Cab Inc [Member]
COMMITMENTS AND CONTINGENCIES			NOTE 8 - COMMITMENTS AND CONTINGENCIES On March 28, 2020 the Company entered into a service contract and agreement with Blue Yonder, Inc. (“Blue Yonder”) for certain IT subscription based services. The original term of the agreement was for three years, at a price of $ 100,000 300,000 275,000 509,119 175,000 225,000 509,119 225,000 On May 28, 2024, SemiCab was sued by a Baxter Bailey, collection agency acting on behalf of a domestic freight shipper. The shipper claims is was underpaid for services rendered, and SemiCab has disputed the claim. The total amount in dispute is approximately $ 93,000 100,000

OPERATING LEASES

OPERATING LEASES	9 Months Ended
OPERATING LEASES	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
OPERATING LEASES	NOTE 9 – OPERATING LEASES At the time of this filing, the Company has operating lease agreements for offices in Florida and Hong Kong. The Company entered into an operating lease agreement, effective October 1, 2017, for our corporate headquarters located in Fort Lauderdale, Florida where we lease approximately 6,500 March 31, 2024 the Company executed a lease extension for 14 months effective April 1, 2024, and expires on May 31, 2025. The base rent on the extension is approximately $10,000 per month subject to a 3% annual adjustment. The Company entered into an operating lease on August 23, 2023, for approximately 10,000 250,000 Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES Assets: September 30, 2024 December 31, 2023 Operating lease - right-of-use assets $ 137,000 $ 3,926,000 Liabilities Current Current portion of operating leases $ 135,000 $ 84,000 Operating lease liabilities, net of current portion $ - $ 3,925,000 Supplemental statement of operations information related to operating leases is as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease expense as a component of general and administrative expenses $ 45,000 $ 279,000 $ 444,000 $ 762,000 Supplemental cash flow information related to operating leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow paid for operating leases $ 45,000 $ 363,000 $ 136,000 $ 868,000 Lease term and Discount Rate Weighted average remaining lease term (years) 0.8 15.1 Weighted average discount rate 9.0 % 12.0 % ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Minimum future payments under all operating leases as of September 30, 2024, are as follows: SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS Payments due by period Amount 2024 (remaining six months) $ 46,000 2025 94,000 Total minimum future payments 140,000 Less: Interest 5,000 Total operating lease liabilities $ 135,000	NOTE 8 – OPERATING LEASES At the time of this filing, the Company has operating lease agreements for offices in Florida and Hong Kong and a retail location in New York expiring in various years through 2038. The Company entered into an operating lease agreement, effective October 1, 2017, for our corporate headquarters located in Fort Lauderdale, Florida where we lease approximately 6,500 March 31, 2024 9,950 the Company executed a lease extension for 14 months effective April 1, 2024, and expires on May 31, 2025. The base rent on the extension is approximately $ 10,553 The Company entered into an operating lease on August 23, 2023, for approximately 10,000 August 22, 2038 30,000 700,000 On August 31, 2023, our Ontario, California operating lease agreement for our primary warehouse expired. The Company did not renew the lease and instead transferred all of its warehousing and logistics operations to a third-party logistics facility. We entered into an operating lease agreement, effective October 15, 2022, for our administrative office located in Hong Kong where we lease approximately 1,890 October 14, 2025 4,900 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 Lease expense for our operating leases is recognized on a straight-line basis over the lease terms. Supplemental balance sheet information related to leases as of December 31, 2023 and March 31, 2023 is as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES December 31, 2023 March 31, 2023 Assets: Operating lease - right-of-use assets $ 3,926,000 $ 561,000 Liabilities Current portion of operating leases $ 84,000 $ 509,000 Operating lease liabilities, net of current portion $ 3,925,000 $ 88,000 Supplemental statement of operations information related to leases for the nine months ended December 31, 2023 and fiscal year ended March 31, 2023 is as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE Nine Months Ended Fiscal Year Ended December 31 2023 March 31, 2023 Operating lease expense as a component of general and administrative expenses $ 717,000 $ 1,058,000 Supplemental cash flow information related to leases for the nine months ended December 31, 2023 and fiscal year ended March 31, 2023 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow paid for operating leases $ 858,000 $ 960,000 Lease term and Discount Rate Weighted average remaining lease term (months) Operating leases 15.0 12.4 Weighted average discount rate Operating leases 12.0 % 6.5 % Minimum future payments under all operating leases as of December 31, 2023, are as follows: SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS Payments due by period Amount 2024 $ 269,000 2025 355,000 2026 529,000 2027 585,000 2028 610,000 Thereafter 7,555,000 Total minimum future payments 9,903,000 Less: interest 5,894,000 Total operating lease liabilities $ 4,009,000 Less: current portion of lease liabilities 84,000 Operating lease liabilities, net of current portion $ 3,925,000

ISSUANCE OF COMMON STOCK

ISSUANCE OF COMMON STOCK	9 Months Ended
ISSUANCE OF COMMON STOCK	Sep. 30, 2024
Equity [Abstract]
ISSUANCE OF COMMON STOCK	NOTE 10 – ISSUANCE OF COMMON STOCK Equity Incentive Plan On April 12, 2022, the Board of Directors approved The Singing Machine Company, Inc. 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors. There were 150,943 0.55 no 1,250 6,500 no 63,453 Equity compensation under the 2022 Plan was approximately $ 101,000 138,000 50,000 twelve months The vested options as of September 30, 2024, had no Other Equity Compensation During the three and nine months ended September 30, 2024, the Company issued 774,528 shares of common stock to three vendors for payment of consulting services rendered and 94,340 for restricted shares of common stock to Vivek Sehgal (a related party) as bonus compensation (See Note 5). The grant date fair value for all of these share issuances was approximately $ 478,000

WARRANTS

WARRANTS	9 Months Ended
WARRANTS	Sep. 30, 2024
Warrants
WARRANTS	NOTE 11 - WARRANTS Common warrants issued and outstanding as of September 30, 2024 and December 31, 2023, were 902,113 . There were no changes in the warrants outstanding during the period. As of September 30, 2024, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited)

COMPUTATION OF LOSS PER SHARE

COMPUTATION OF LOSS PER SHARE	9 Months Ended
COMPUTATION OF LOSS PER SHARE	Sep. 30, 2024	Dec. 31, 2023
Loss per Common Share
COMPUTATION OF LOSS PER SHARE	NOTE 12 - COMPUTATION OF LOSS PER SHARE Computation of basic and dilutive loss per share for the three and nine months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE For the three months ended September 30, 2024 For the three months ended September 30, 2023 For the nine months ended September 30, 2024 For the nine months ended September 30, 2023 Net income (loss) available to common stockholders $ 1,195,000 $ 97,000 $ (7,292,000 ) $ (5,348,000 ) Weighted-average common shares outstanding 9,095,504 4,220,259 7,341,204 3,726,259 Basic and diluted income (loss) per share $ 0.13 $ 0.03 $ (0.99 ) $ (1.44 ) Basic net loss per share is based on the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the proceeds thereof were used to purchase shares of the Company’s common stock at the average market price during the period using the treasury stock method. For the three and nine months ended September 30, 2024 and 2023, options to purchase 98,178 91,261 902,113	NOTE 10 - COMPUTATION OF (LOSS) EARNINGS PER SHARE COMPUTATION OF LOSS PER SHARE Computation of dilutive shares for the nine months ended December 31, 2023 and fiscal years ended March 31, 2023 and 2022 are as follows: SCHEDULE OF BASIC AND DILUTIVE SHARES Nine months ended December 31, 2023 Fiscal year ended March 31, 2023 Fiscal year ended March 31, 2022 Basic weighted average common shares outstanding 4,864,540 2,811,872 1,614,506 Effect of dilutive stock options - - 8,891 Diluted weighted average of common shares outstanding 4,864,540 2,811,872 1,623,397 Basic net (loss) income per share is based on the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share reflects the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the proceeds thereof were used to purchase shares of the Company’s common stock at the average market price during the period using the treasury stock method. For the nine months ended December 31, 2023, options to purchase 113,761 902,113 53,675 902,113 For the fiscal year ended March 31, 2022, pre-funded warrants to purchase 561,111 8,891 56,000

INCOME TAXES

INCOME TAXES	9 Months Ended		12 Months Ended
INCOME TAXES	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
INCOME TAXES	NOTE 13 - INCOME TAXES For the three months ended September 30, 2024 and 2023 the Company did no 1,502,000 The Company’s income tax expense differs from the expected tax benefit/expense based on statutory rates primarily due to full valuation allowance for all of its subsidiaries for the three and nine months ended September 30, 2024 and 2023.	NOTE 16 - INCOME TAXES The Company’s loss before income taxes for the nine months ended December 31, 2023, and fiscal years ended March 31, 2023, and 2022 is as follows: SCHEDULE OF LOSS BEFORE INCOME TAXES December 31, 2023 March 31, 2023 March 31, 2023 Nine months ended Fiscal years ended December 31, 2023 March 31, 2023 March 31, 2023 United States $ (6,173,000 ) $ (3,526,000 ) $ (261,000 ) Foreign (225,000 ) (82,000 ) 548,000 Loss before income taxes $ (6,398,000 ) $ (3,608,000 ) 287,000 The provision for income taxes for the nine months ended December 31, 2023, and fiscal years ended March 31, 2023, and 2022 is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES December 31, 2023 March 31, 2023 March 31, 2023 Nine months ended Fiscal years ended December 31, 2023 March 31, 2023 March 31, 2022 Income tax provision: Current: Federal $ - $ 109,000 $ 63,000 State - - - Other - (5,000 ) - Hong Kong - 34,000 - Total current Federal and State $ - $ 138,000 $ 63,000 Deferred: Federal $ - $ 686,000 $ (60,000 ) State - 206,000 54,000 Total Deferred Federal and State - 892,000 (6,000 ) Total income tax provision $ - $ 1,030,000 $ 57,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Company’s net deferred tax assets as of December 31, 2023, and ended March 31, 2023 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, March 31, 2023 2023 NOL Federal Carryforward $ 1,291,000 $ 868,000 State NOL Carryforward 470,000 341,000 Inventory differences to inventory valuation 1,173,000 623,000 Stock option compensation expense 159,000 184,000 Right of use liability 1,022,000 118,000 Business interest limitation 151,000 138,000 Allowance for doubtful accounts 45,000 43,000 Reserve for estimated returns 384,000 89,000 Accrued vacation 7,000 14,000 Total 4,702,000 2,418,000 Less: valuation allowance (3,600,000 ) (2,104,000 ) Net deferred tax asset 1,102,000 314,000 Depreciable and amortizable assets (67,000 ) (134,000 ) ROU Asset (1,000,000 ) (111,000 ) Prepaid expenses (35,000 ) (69,000 ) Net deferred tax liability (1,102,000 ) (314,000 ) Total $ - $ - The Company recognizes federal, state and foreign current tax liabilities or assets based on its estimate of taxes payable to or refundable by tax authorities in the current fiscal year. The Company also recognizes federal, state and foreign deferred tax liabilities or assets based on the Company’s estimate of future tax effects attributable to temporary differences and carryforwards. The Company records a valuation allowance to reduce any deferred tax assets by the amount of any tax benefits that, based on available evidence and judgment, are not expected to be realized. The Company performed an analysis in accordance with the provisions of ASC 740, which requires an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. The analysis performed to assess the realizability of the deferred tax assets included an evaluation of the pattern and timing of the reversals of temporary differences and the length of carryback and carryforward periods available under the applicable federal, state and foreign laws; and the amount and timing of future taxable income. The Company evaluated the realizability of its deferred tax assets as of December 31, 2023 and March 31, 2023 in accordance with accounting principles generally accepted in the United States of America and concluded that valuation allowance against all of our deferred tax assets was necessary based upon the Company’s conclusions regarding, among other considerations, the Company’s recent history of losses and projected earnings for fiscal year 2024 and in the future. The actual tax provision differs from the “expected” tax for the nine-month transition period ended December 31, 2023, and the years ended March 31, 2023, and 2022 (computed by applying the U.S. Federal Corporate tax rate of 21 percent to income before taxes) as follows: SCHEDULE OF TAX PROVISION December 31, 2023 March 31, 2023 March 31, 2022 Statutory federal tax rate $ (1,344,000 ) $ (758,000 ) $ 60,000 Stater tax rate (326,000 ) (174,000 ) 14,000 Permanent differences 15,000 13,000 10,000 Permanent difference in ERC income - (99,000 ) - Tax rate differential on foreign earnings 59,000 21,000 (84,000 ) Expiration of net operating loss carryforward 89,000 - - Change in valuation allowance 1,495,000 2,026,000 55,000 Other 12,000 1,000 2,000 Tax provision $ - $ 1,030,000 $ 57,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 At December 31, 2023, and March 31, 2023, the Company had federal tax net operating loss carryforwards in the amount of approximately $ 6,149,000 4,131,000 150,000 2,453,000 2,238,000 At December 31, 2023, the Company evaluated the realizability of its deferred tax assets in accordance with GAAP and concluded that a valuation allowance of approximately $ 3,600,000
Semi Cab Inc [Member]
INCOME TAXES			NOTE 12- INCOME TAXES The Company files separate tax returns in the United States and India.

REVENUE DISAGGREGATION

REVENUE DISAGGREGATION	9 Months Ended
REVENUE DISAGGREGATION	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
REVENUE DISAGGREGATION	NOTE 14 – REVENUE DISAGGREGATION The Company disaggregates revenues by product line and major geographic region as most of its revenue is generated by the sales of karaoke hardware and the Company has no other material business segments: Revenue by product line is as follows: SCHEDULE OF REVENUE BY PRODUCT LINE Three Months Ended Nine Months Ended Product Line September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Classic Karaoke Machines $ 8,218,000 $ 14,636,000 $ 10,521,000 $ 17,363,000 Licensed Products 180,000 36,000 377,000 32,000 Kids Youth Electronics 379,000 297,000 546,000 451,000 Microphones and Accessories 1,500,000 806,000 3,329,000 3,543,000 Music Subscriptions 218,000 156,000 588,000 550,000 Logistics Services 127,000 - 127,000 - Total Net Sales $ 10,622,000 $ 15,931,000 $ 15,488,000 $ 21,939,000 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) Sales by geographic region for the periods presented are as follows: SCHEDULE OF SALES BY GEOGRAPHICAL REGION Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 North America $ 10,466,000 $ 15,378,000 $ 15,208,000 $ 21,386,000 Australia 50,000 263,000 174,000 263,000 Europe 106,000 290,000 106,000 290,000 Total Net Sales $ 10,622,000 $ 15,931,000 $ 15,488,000 $ 21,939,000 The Company selectively participates in a retailer’s co-op promotion incentives by providing marketing fund allowances to its customers. As these co-op promotion initiatives are not a distinct good or service and the Company cannot reasonably estimate the fair value of the benefit it receives from these arrangements, the cost of these allowances at the time they are offered to the customers are recorded as a reduction to net sales. For the three months ended September 30, 2024 and 2023, co-op promotion incentives were approximately $ 908,000 1,637,000 1,257,000 1,901,000 1,833,000 1,277,000 The Company estimates variable consideration under its return allowance programs for goods returned from the customer whereby a revenue return reserve is recorded based on historic return amounts, specific events as identified and management estimates. The Company’s reserve for sales returns as of September 30, 2024 and December 31, 2023, was approximately $ 2,212,000 3,390,000 1,081,000 1,919,000 A return program for defective goods is negotiated with each of the Company’s wholesale customers on a year-to-year basis. Customers are allowed to return defective goods within a specified period of time after shipment (between six and nine months). The Company does make occasional exceptions to this return policy and accordingly records a sales return reserve based on historic return amounts, specific exceptions as identified and management estimates. The Company records a sales reserve for its return goods programs at the time of sale for estimated sales returns that may occur. The liability for defective goods is included in the reserve for sales returns on the condensed consolidated balance sheets.	NOTE 17 – REVENUE DISAGGREGATION The Company disaggregates revenues by product line and major geographic region as most of its revenue is generated by the sales of karaoke hardware and the Company has no other material business segments: Revenue by product line is as follows: SCHEDULE OF REVENUE BY PRODUCT LINE December 31,2023 March 31, 2023 March 31, 2022 Nine Months Ended Fiscal Years Ended December 31,2023 March 31, 2023 March 31, 2022 Product Line Karaoke Machines $ 24,189,000 $ 28,856,000 $ 38,869,000 Licensed Products 549,000 95,000 1,645,000 Kids Youth Electronics 565,000 1,872,000 2,277,000 Microphones and Accessories 3,283,000 7,802,000 4,185,000 Music Subscriptions 612,000 674,000 536,000 Total Net Sales $ 29,198,000 $ 39,299,000 $ 47,512,000 Revenue by geographic region is as follows: SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION December 31, 2023 March 31, 2023 March 31, 2022 FOR THE NINE MONTHS ENDED FOR THE FISCAL YEARS ENDED December 31, 2023 March 31, 2023 March 31, 2022 North America $ 28,763,000 $ 38,298,000 $ 46,396,000 Australia 205,000 670,000 679,000 Europe and United Kingdom 226,000 331,000 359,000 All Others 4,000 - 78,000 Net sales $ 29,198,000 $ 39,299,000 $ 47,512,000 The geographic area of sales is based primarily on where the product was delivered.

CONCENTRATIONS OF CREDIT RISK A

CONCENTRATIONS OF CREDIT RISK AND REVENUE	9 Months Ended		12 Months Ended
CONCENTRATIONS OF CREDIT RISK AND REVENUE	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
CONCENTRATIONS OF CREDIT RISK AND REVENUE	NOTE 15 - CONCENTRATIONS OF CREDIT RISK AND REVENUE The Company derives a majority of its revenues from retailers of products in the United States. The Company’s allowance for credit losses is based upon management’s estimates and historical experience and reflects the fact that accounts receivable is concentrated with several large customers. At September 30, 2024, 70 % of accounts receivable were due from three customers in North America that individually owed over 10% of total accounts receivable. On December 31, 2023, 82 Revenues from customers representing greater than 10% of total net sales derived from our top three customers as a percentage of net sales were 41 20 13 28 22 21 29 27 15 10 44 13 12 ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited)	NOTE 18 - CONCENTRATIONS OF CREDIT RISK AND REVENUE At times, the Company maintains cash in United States bank accounts that are more than the Federal Deposit Insurance Corporation insured amounts. The Company maintains cash balances in foreign financial institutions. The Company regularly monitors the financial stability of this financial institution and believes that it is not exposed to any significant credit risk in cash and cash equivalents. However, in March and April 2023, certain U.S. government banking regulators took steps to intervene in the operations of certain financial institutions due to liquidity concerns, which caused general heightened uncertainties in financial markets. While these events have not had a material direct impact on the Company’s operations, if further liquidity and financial stability concerns arise with respect to banks and financial institutions, either nationally or in specific regions, the Company’s ability to access cash or enter into new financing arrangements may be threatened, which could have a material adverse effect on its business, financial condition and results of operations. The Company derives most of its revenues from retailers in the United States. The Company’s allowance for credit losses is based upon management’s estimates and historical experience and reflects the fact that accounts receivable is concentrated with several large customers. On December 31, 2023, 82 79 53 Revenues derived from our top three customers for the nine months ended December 31, 2023, and 2022, were 81 77 69 72 48 21 12 46 22 48 21 37 18 17 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Company is dependent upon foreign companies for the manufacture of all its electronic products. The Company’s arrangements with manufacturers are subject to the risk of doing business abroad, such as import duties, trade restrictions, work stoppages, foreign currency fluctuations, political instability, and other factors, which could have an adverse impact on its business. The Company believes that the loss of any one or more of their suppliers would not have a long-term material adverse effect because other manufacturers with whom the Company does business would be able to increase production to fulfill their requirements. However, the loss of certain suppliers in the short term could adversely affect business until alternative supply arrangements are secured. During the nine months ended December 31, 2023, and fiscal years 2023 and 2022, manufacturers in the People’s Republic of China accounted for 100 the U.S. government-imposed tariffs of up to 25% on certain goods imported from China. All our products are manufactured and imported from China however, only our microphones are currently subject to a 7.5% tariff currently in place
Semi Cab Inc [Member]
CONCENTRATIONS OF CREDIT RISK AND REVENUE			NOTE 14 – CONCENTRATIONS OF CREDIT RISK, CUSTOMERS, AND SUPPLIERS CONCENTRATIONS OF CREDIT RISK AND REVENUE The Company derives a majority of its revenues from enterprise-level customers in the United States. The Company’s allowance for doubtful accounts is based upon management’s estimates and historical experience and reflects the fact that accounts receivable are concentrated with several large customers. At both December 31, 2023 and 2022, 100 Revenues derived from our top four US customers in 2023 and 2022 were 100 100

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended		12 Months Ended
RELATED PARTY TRANSACTIONS	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
RELATED PARTY TRANSACTIONS	NOTE 16 – RELATED PARTY TRANSACTIONS Due To/From Related Parties Stingray Stingray Group, Inc. (“Stingray”) is an existing shareholder with board representation. The Company has a music subscription sharing agreement with Stingray. For the three months ended September 30, 2024, and 2023, the amounts earned from the subscription agreement were approximately $ 218,000 156,000 567,000 550,000 157,000 269,000 SMCB The Company determined that SMCB is a VIE as the Company provides financial support to SMCB. While not contractually obligated, SMCB currently relies on our reimbursement of certain costs under a Services Agreement (“MSA”) whereby SMCB agree to provide IT software development services to support SemiCab’s US operations. In exchange, under the MSA, the Company grants intellectual property rights to SMCB to use the software platform in India. Compensation for services is invoiced and paid on a monthly or quarterly basis as agreed by both parties, with rates subject to periodic review and revision. As a result of this relationship SMCB has been determined to be a VIE. Pursuant to the asset acquisition agreement of SemiCab, the Company entered into an option agreement granting the right to acquire all of the issued and outstanding capital securities of SMCB, however the option agreement expired on August 31, 2024 unexercised. The Company further determined that it is not the primary beneficiary of SMCB as the Company does not have the power to direct or control SMCB’s significant activities related to its business. Accordingly, the Company has not consolidated SMCB’s results of operations and financial position in the accompanying condensed consolidated financials presented for this period. As of September 30, 2024, the Company has advanced approximately $ 776,000 422,000	NOTE 19 – RELATED PARTY TRANSACTIONS Financing On November 20, 2023, the Company the Company entered into an agreement to sell $ 2,000,000 Due To/From Related Parties The Company has a music subscription sharing agreement with Stingray. For the transition year ended December 31, 2023, and 2022, the Company received music subscription revenue of approximately $ 600,000 500,000 700,000 500,000 On December 31, 2023, and March 31, 2023, the Company had approximately $ 269,000 218,000 At March 31, 2023, the Company had travel and entertainment expense reimbursements due from Ault Alliance, Inc., a former parent company, of approximately $ 21,000
Semi Cab Inc [Member]
RELATED PARTY TRANSACTIONS			NOTE 15 – RELATED PARTY TRANSACTIONS DUE TO/FROM RELATED PARTIES During the years ended December 31, 2023 and 2022, the Company owed $ 712,000 385,000 On March 31, 2023, the Company had approximately $ 712,000

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
SUBSEQUENT EVENTS	Sep. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 17 – SUBSEQUENT EVENTS Securities Purchase Agreement On October 22, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”), pursuant to which the Company agreed to issue and sell to each purchaser (i) an Original Issue Discount Senior Secured Note with a principal amount equal to such purchaser’s subscription amount divided by 0.85 0.01 2,300,000 2,000,000 2.0 The Company agreed to certain registration rights with respect to the Shares, as described in the SPA. The Company also granted the purchasers a right to participate up to an amount of 20 Univest Securities LLC served as the placement agent in the Offering and received 7 The Offering closed on October 24, 2024. At the closing, the Company issued to the purchasers an aggregate of 2,300,000 2,352,941 2,000,000 352,941 At the closing, the Company issued a Note to each purchaser equal to such purchaser’s subscription amount divided by 0.85 15 14.0 October 24, 2024 The Notes also provide for redemption upon a change of control, as such term is defined under the Notes and mandatory redemption upon the receipt of net proceeds from any offering of equity or debt by the Company. The Company also has the right to prepay the Notes. The Notes are secured by a security interest in the assets and property of the Company and its subsidiaries and guaranteed by the Company’s subsidiaries, pursuant to the terms of a Guarantee Agreement entered into among the purchasers and the Company and each of its subsidiaries. Stock Repurchase Agreement On November 1, 2024, the Company entered into Stock Repurchase Agreement (the “Repurchase Agreement”) with Regalia Ventures LLC, a Delaware limited liability company (the “Seller”), pursuant to which the Company agreed to repurchase from the Seller an aggregate of 1,098,901 0.01 As consideration for the transaction contemplated by the Repurchase Agreement (the “Stock Repurchase”), when the transaction closes, the Company has agreed to repurchase from the Seller, and the Seller has agreed to sell, assign and transfer to the Company, all of the Seller’s right, title and interest in and to the Shares, at a price per Share equal to the higher of: (1) the closing price of the common stock on the last trading day immediately preceding the date of the Repurchase Agreement; or (2) the highest volume weighted average price (VWAP) of the common stock during a pricing period of ten (10) consecutive trading days prior to the date of the Repurchase Agreement per share (the “Purchase Price”), and the Company shall issue to the Seller a promissory note in the principal amount equal to the Purchase Price. As of the date of this filing, the repurchase of the shares has not yet closed.

PROPERTY AND EQUIPMENT

PROPERTY AND EQUIPMENT	9 Months Ended	12 Months Ended
PROPERTY AND EQUIPMENT	Dec. 31, 2023	Dec. 31, 2023
PROPERTY AND EQUIPMENT	NOTE 5 - PROPERTY AND EQUIPMENT, NET PROPERTY AND EQUIPMENT A summary of property and equipment is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Useful December 31, March 31, Life 2023 2023 Computer and office equipment 5 7 $ 404,000 $ 497,000 Furniture and fixtures 7 107,000 111,000 Warehouse equipment 7 - 251,000 Molds and tooling 3 5 2,228,000 2,160,000 2,739,000 3,019,000 Less: Accumulated depreciation 2,335,000 2,386,000 $ 404,000 $ 633,000 Depreciation expense for the nine months ended December 31, 2023 was approximately $ 287,000 Depreciation expense for both fiscal years ended March 31, 2023, and 2022, was approximately $ 228,000 246,000
Semi Cab Inc [Member]
PROPERTY AND EQUIPMENT		NOTE 5 - PROPERTY AND EQUIPMENT Equipment and leasehold improvements consisted of the following as of December 31: Miscellaneous office equipment, including desktop computers, laptop computers, and printers. Depreciation was $ 1,000 2,000

STOCK COMPENSATION EXPENSE

STOCK COMPENSATION EXPENSE	9 Months Ended
STOCK COMPENSATION EXPENSE	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
STOCK COMPENSATION EXPENSE	NOTE 9 – STOCK COMPENSATION EXPENSE EQUITY INCENTIVE PLAN On April 12, 2022, the Board of Directors approved The Singing Machine Company, Inc. 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors. The maximum number of shares of common stock initially available for issuance under the 2022 Plan is 233,334 shares of common stock and thereafter an annual increase shall be added as of the first day of the Company’s fiscal year beginning in 2023, equal to the least of (i) 5% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 33,334 shares, and (iii) a lesser amount as determined by the Board of Directors. The Board of Directors may amend, suspend or terminate the 2022 Plan or a portion of it at any time; however, to the extent required by applicable law, regulation or stock exchange rule, stockholder approval shall be required for any amendment to the 2022 Plan. The 2022 Plan is scheduled to terminate automatically in ten (10) years following the earlier of (a) the date the Board of Directors adopted the 2022 Plan and (b) the date the stockholders approved the 2022 Plan. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 COMMON STOCK OPTIONS During the nine months ended December 31, 2023, the Company did not issue any stock options. During the fiscal years ended March 31, 2023, the Company issued the following stock options: Fiscal 2023: During the fiscal year ended March 31, 2023, the Company issued 6,001 2.35 8.11 During the fiscal year ended March 31, 2023, the Company issued 37,001 4.00 8.65 During the fiscal year ended March 31, 2023, the Company issued 64,750 8.11 8.65 Employee stock option compensation expense for the nine months ended December 31, 2023, and in fiscal years ended March 31, 2023, and 2022 includes the estimated fair value of options granted, amortized on a straight-line basis over the requisite service period for the entire portion of the award. For the nine months ended December 31, 2023, the stock option expense was approximately $ 110,000 237,000 22,000 Fiscal 2022: During the fiscal year ended March 31, 2022, the Company issued 2,001 8.10 8.70 The fair value of each option grant was estimated on the date of the grant using the Black-Scholes option-pricing model with the assumptions outlined below. The expected volatility is based upon the historical volatility of our stock and other contributing factors. The expected term is based upon observation of actual time elapsed between date of grant and exercise of options for all employees. ● For the year ended March 31, 2023: expected dividend yield of 0 2.63 3.21 166.1 196.3 three years ● For the fiscal year ended March 31, 2022: expected dividend yield of 0 0.43 0.96 149.5 157.0 three years A summary of stock option activity for each of the years presented is summarized below. SUMMARY OF STOCK OPTION ACTIVITY Nine Months Ended December 31, 2023 Fiscal Year Ended March 31, 2023 Fiscal Year Ended March 31, 2022 Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Stock Options: Balance at beginning of year 161,427 $ 7.90 6.6 56,343 $ 9.90 4.1 56,010 $ 9.90 5.4 Granted - $ - - 107,752 $ 6.83 - 3,667 $ 7.80 - Exercised - $ - - - $ - - (2,667 ) $ 5.40 - Forfeited (47,666 ) $ 7.48 - (2,668 ) $ 5.63 - (667 ) $ 3.60 - Balance at end of year * 113,761 $ 8.08 4.2 161,427 $ 7.90 6.6 56,343 $ 9.90 4.1 Options exercisable at end of year 91,261 $ 8.06 53,675 $ 9.90 52,667 $ 9.90 * Total number of options outstanding as of December 31, 2023, includes 23,343 56,668 33,750 As of December 31, 2023, there was an unrecognized expense of approximately $ 122,000 eighteen months The vested options as of December 31, 2023, had no 165,469 WARRANTS Common warrants issued and outstanding as of December 31, 2023 and March 31, 2023, were 902,113 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 As of December 31, 2023, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Common Warrants Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113

PUBLIC OFFERING AND NASDAQ UPLI

PUBLIC OFFERING AND NASDAQ UPLISTING	9 Months Ended
PUBLIC OFFERING AND NASDAQ UPLISTING	Dec. 31, 2023
Public Offering And Nasdaq Uplisting
PUBLIC OFFERING AND NASDAQ UPLISTING	NOTE 11 – PUBLIC OFFERING AND NASDAQ UPLISTING On May 23, 2022, the Company entered into the Underwriting Agreement with Aegis Capital Corp., who acted as the sole Underwriter, in a firm commitment underwritten public offering pursuant to which the Company sold to the Underwriter 1,000,000 0.01 4,000,000 600,000 4.00 3,400,000 Pursuant to the terms of the Underwriting Agreement, the Company agreed to issue to the Underwriter warrants to purchase up to 100,000 10.0 5.00 five years 244,000 2.90 3 176 0 2.63 On May 24, 2022, the Company’s common stock was approved to list on the Nasdaq Capital Market under the symbol “MICS” and began trading on the Nasdaq Capital Market on May 24, 2022.

ATM OFFERING

ATM OFFERING	9 Months Ended
ATM OFFERING	Dec. 31, 2023
Atm Offering
ATM OFFERING	NOTE 12 – ATM OFFERING On February 15, 2023, the Company entered into an At-The-Market Issuance Sales Agreement (the “Sales Agreement”) with Aegis Capital Corp, as sales agent (the “Agent”), pursuant to which the Company could offer and sell, from time to time, through the Agent (the “ATM Offering”), up to approximately $ 1,800,000 1,654,000 36,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
PRIVATE PLACEMENT	Dec. 31, 2023
Private Placement
PRIVATE PLACEMENT	NOTE 13 – PRIVATE PLACEMENT On November 20, 2023, the Company the Company entered into an agreement to sell $ 2,000,000 0.91 2,198,000 1,900,000 100,000

AUGUST 2021 STOCK REDEMPTION

AUGUST 2021 STOCK REDEMPTION	9 Months Ended
AUGUST 2021 STOCK REDEMPTION	Dec. 31, 2023
August 2021 Stock Redemption
AUGUST 2021 STOCK REDEMPTION	NOTE 14 - AUGUST 2021 STOCK REDEMPTION On August 5, 2021, the Company entered into the Redemption Agreement with koncepts and Treasure Green (former majority shareholders), pursuant to which the Company redeemed 654,105 7.2

AUGUST 2021 PRIVATE PLACEMENT

AUGUST 2021 PRIVATE PLACEMENT	9 Months Ended
AUGUST 2021 PRIVATE PLACEMENT	Dec. 31, 2023
August 2021 Private Placement
AUGUST 2021 PRIVATE PLACEMENT	NOTE 15 – AUGUST 2021 PRIVATE PLACEMENT On August 5, 2021, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with large institutional investors and the strategic investor for private placement of (i) 550,000 550,000 10.50 561,111 0.01 561,111 10.50 The Common Warrants and Pre-Funded Warrants are collectively referred to as (the “Warrants”). The Warrants are exercisable at any time at the option of the holder, have a term of 5 years from the issuance date and provide for cashless exercise under certain conditions. The Company determined that the Warrants meet the conditions for equity classification. Shares issuable upon exercise of the Warrants are hereinafter referred to as the “Warrant Shares”. The exercise price and number of the Warrant Shares are subject to anti-dilution and other adjustments for certain stock dividends, stock splits, subsequent rights offerings, pro rata distributions or certain equity structure changes. Pursuant to the terms of the Purchase Agreement, on September 3, 2021, the Company filed a registration statement providing for the resale by the purchasers of the Shares and Warrant Shares sold in the Private Placement, which registration statement became effective on September 15, 2021. Additionally, under the terms of the Purchase Agreement, the Company was obligated to use its reasonable best efforts to submit an application to have the Company’s common stock listed on a national exchange by December 31, 2021, and to use its reasonable best efforts to have the Shares and Warrant Shares listed on such national exchange as soon as practicable following the submission of such application. As indicated, the Common Stock was approved to list on the Nasdaq Capital Market under the symbol “MICS” and began trading on the Nasdaq Capital Market on May 24, 2022. The closing of the Private Placement took place on August 10, 2021, when the Shares and Warrants were delivered to the purchasers and funds, in the amount of approximately $ 9,800,000 7,200,000 Stingray is part of the group of investors who participated in the Private Placement and have acquired a minority interest in the Company. In connection with the Private Placement, on July 6, 2021, the Company entered into a Placement Agency Agreement with A.G.P./Alliance Global Partners (“AGP”), which provided for AGP to serve as the exclusive placement agent, advisor or underwriter (the “placement agent services”). Pursuant to the Placement Agency Agreement, upon closing of the Private Placement, the Company paid AGP placement fees of approximately $ 600,000 (representing 7% of the gross proceeds raised in the Private Placement excluding proceeds raised from the strategic investor, plus 3.5% of the aggregate gross proceeds raised from the strategic investor), and issued AGP warrants to purchase 44,445 shares of the Company’s common stock (the “Advisor Warrants”) (representing 5 % of the aggregate number of Shares and Pre-Funded Warrants sold in the Private Placement, excluding the Shares sold to the strategic investor). The Advisor Warrants have the same exercise price ($ 10.50 ) and terms as the Common Warrants issued in the Private Placement. The Company estimated the fair value of the Advisor Warrants to be approximately $ 400,000 using the Black-Scholes Model based on the following input assumptions: common stock price of $ 9.90 , expected life of the warrants of 2.5 years; stock price volatility of 168 %; dividend yield of 0 %; and the risk-free interest rate of 2.65 %. In addition to the placement fees paid to AGP, the Company incurred additional offering costs for direct incremental legal, consulting, accounting and filing fees related to the Private Placement of approximately $ 400,000 1,905 200,000 100,000 800,000

DAMAGED GOODS INCIDENT RECOVERY

DAMAGED GOODS INCIDENT RECOVERY	9 Months Ended
DAMAGED GOODS INCIDENT RECOVERY	Dec. 31, 2023
Insurance [Abstract]
DAMAGED GOODS INCIDENT RECOVERY	NOTE 20 – DAMAGED GOODS INCIDENT RECOVERY For the fiscal years ended March 31, 2023 and 2022 we recognized a gain of approximately $ 48,000 339,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022

SUPPLEMENTAL INFORMATION CONDEN

SUPPLEMENTAL INFORMATION CONDENSED FINANCIAL INFORMATION	9 Months Ended
SUPPLEMENTAL INFORMATION CONDENSED FINANCIAL INFORMATION	Dec. 31, 2023
Supplemental Information Condensed Financial Information
SUPPLEMENTAL INFORMATION CONDENSED FINANCIAL INFORMATION	NOTE 21 – SUPPLEMENTAL INFORMATION CONDENSED FINANCIAL INFORMATION The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS For the nine months ended December 31, 2023 and 2022 SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS December 31, 2023 December 31, 2022 Nine Months Ended December 31, 2023 December 31, 2022 (unaudited) Net Sales $ 29,198,000 $ 35,916,000 Cost of Goods Sold 23,008,000 27,481,000 Gross Profit 6,190,000 8,435,000 Operating Expenses 12,333,000 9,986,000 (Loss) Income from Operations (6,143,000 ) (1,551,000 ) Other (Expenses) Income (255,000 ) (574,000 ) (Loss) Income Before Income Tax Benefit (6,398,000 ) (2,125,000 ) Income Tax Benefit (Loss) - 472,000 Net (Loss) Income $ (6,398,000 ) $ (1,653,000 ) Loss per Common Share Basic and Diluted (1.32 ) (0.61 ) Weighted Average Common and Common Equivalent Shares: Weighted Average Common and Common Equivalent Shares: Basic and Diluted 4,864,540 2,699,210 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS For the nine months ended December 31, 2023 and 2022 (unaudited) SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2023 December 31, 2022 For the Nine Months Ended December 31, 2023 December 31, 2022 (unaudited) Cash flows from operating activities Net loss $ (6,398,000 ) $ (1,653,000 ) Adjustments to reconcile net loss to net cash used in operating activities: 1,305,000 (73,000 ) Changes in operating assets and liabilities: 5,504,000 (538,000 ) Net cash provided by (used in) operating activities 411,000 (2,264,000 ) Cash flows from investing activities Net cash used in investing activities (14,000 ) (149,000 ) Cash flows from financing activities Net cash provided by financing activities 3,411,000 2,917,000 Net change in cash 3,808,000 504,000 - - Cash at beginning of year 2,895,000 2,291,000 Cash at end of period $ 6,703,000 $ 2,795,000 THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Singing Machine Company, Inc. and Subsidiaries CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY For the nine months ended December 31, 2023 and 2022 (unaudited) SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Shares Amount Capital Receivable Deficit Total Common Stock Additional Paid in Subscriptions Accumulated Shares Amount Capital Receivable Deficit Total Balance at March 31, 2023 3,167,488 $ 32,000 $ 29,822,000 $ (6,000 ) $ (19,517,000 ) $ 10,331,000 Net loss - - - - (6,398,000 ) (6,398,000 ) Issuance of common stock, net of stock offering costs 3,250,573 32,000 3,497,000 - - 3,529,000 Stock based compensation - - 110,000 - - 110,000 Other - - - 6,000 - 6,000 Balance at December 31, 2023 6,418,061 $ 64,000 33,429,000 $ - $ (25,915,000 ) $ 7,578,000 Common Stock Additional Paid in Subscriptions Accumulated Shares Amount Capital Receivable Deficit Total Balance at March 31, 2022 1,221,209 $ 12,000 $ 24,903,000 $ - $ (14,879,000 ) $ 10,036,000 Balance, value 1,221,209 $ 12,000 $ 24,903,000 $ - $ (14,879,000 ) $ 10,036,000 Net loss - - - - (1,653,000 ) (1,653,000 ) Issuance of common stock and warrants, net of stock offering costs 1,909,519 19,000 4,489,000 - - 4,508,000 Stock based compensation 15,803 - 307,000 - - 307,000 Other 1,688 - $ (1,000 ) - $ 1,000 - Balance at December 31, 2022 (unaudited) 3,148,219 $ 31,000 29,698,000 $ - $ (16,531,000 ) $ 13,198,000 Balance, value 3,148,219 $ 31,000 29,698,000 $ - $ (16,531,000 ) $ 13,198,000 To the Shareholder and the Board of Directors of SemiCab, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of SemiCab, Inc. (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive loss, stockholders’ equity and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. GOING CONCERN The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered substantial net losses and negative cash flows from operations in recent years and is dependent on debt and equity financing to fund its operations, all of which raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters have also been reviewed and considered. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. BASIS FOR OPINION These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. Critical Audit Matters Critical audit matters are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgements. We determined that there are no critical audit matters. /s/Bush & Associates CPA LLC We have served as the Company’s auditor since 2024. Henderson, Nevada June 11, 2024 SemiCab, Inc. December 31, 2023 December 31, 2022 Assets Current Assets Cash $ 72,000 $ 881,000 Accounts receivable 494,000 677,000 Refund due from customer 143,000 - Prepaid Expenses and other current assets 5,000 8,000 Total Current Assets 714,000 1,566,000 Property and equipment, net 3,000 4,000 Other non-current assets 14,000 14,000 Total Assets $ 731,000 $ 1,584,000 Liabilities and Shareholders’ Equity Current Liabilities Accounts payable $ 668,000 $ 810,000 Accrued expenses 149,000 151,000 Notes payable 833,000 579,000 Loans from affiliates, current portion 315,000 - Due to factor 231,000 - Other current liabilities 45,000 108,000 Total Current Liabilities 2,241,000 1,648,000 Loans from affiliates, net of current portion 385,000 385,000 Total Liabilities 2,626,000 2,033,000 Commitments and Contingencies Provision for legal liability 275,000 - Total Commitments and Contingencies 275,000 - Shareholders’ Equity Preferred equity 5,969,000 5,543,000 Accumulated deficit (8,139,000 ) (5,992,000 ) Total Shareholders’ Equity (2,170,000 ) (449,000 ) Total Liabilities and Shareholders’ Equity $ 731,000 $ 1,584,000 See notes to condensed consolidated statements SemiCab, Inc. December 31, 2023 December 31, 2022 Years Ended December 31, 2023 December 31, 2022 Net Revenue $ 6,036,000 $ 9,655,000 - Cost of Revenue 5,853,000 10,108,000 Gross Profit (Loss) 183,000 (453,000 ) Operating Expenses Selling general and administrative expenses 1,333,000 1,511,000 Product development 852,000 640,000 Total Operating Expenses 2,185,000 2,151,000 Loss from Operations (2,002,000 ) (2,604,000 ) Other Expenses Interest expense (145,000 ) (63,000 ) Total Other Expenses (145,000 ) (63,000 ) Loss Before Income Tax Benefit (Provision) (2,147,000 ) (2,667,000 ) Income Tax Benefit (Provision) - - Net Loss $ (2,147,000 ) $ (2,667,000 ) See notes to condensed consolidated statements

ACCOUNTS RECEIVABLE

ACCOUNTS RECEIVABLE	12 Months Ended
ACCOUNTS RECEIVABLE	Dec. 31, 2023
Semi Cab Inc [Member]
ACCOUNTS RECEIVABLE	Note 4 – ACCOUNTS RECEIVABLE Accounts receivable are carried at original amount less an estimate made for doubtful receivables based on a review of all outstanding amounts on a monthly basis. Management determines the allowance for doubtful receivables by regularly evaluating individual customer receivables and considering a customer’s financial condition, credit history, and current economic conditions. Accounts receivable are written off when deemed uncollectible. Accounts receivable at December 31, 2023 and 2022 consisted of the following: $ 494,000 677,000 Bad debt expenses (if any) are recorded in selling, general, and administrative expense. The allowance for doubtful accounts for the years ended December 31, 2023 and 2022 is as follows: This has historically been set at $ 0

ACCOUNTS PAYABLE AND ACCRUED EX

ACCOUNTS PAYABLE AND ACCRUED EXPENSES	12 Months Ended
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	Dec. 31, 2023
Semi Cab Inc [Member]
ACCOUNTS PAYABLE AND ACCRUED EXPENSES	NOTE 6 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES Accounts payable and accrued liabilities consisted of the following as of December 31: $ 668,000 149,000

NOTES PAYABLE AND FINANING ARRA

NOTES PAYABLE AND FINANING ARRANGEMENTS	12 Months Ended
NOTES PAYABLE AND FINANING ARRANGEMENTS	Dec. 31, 2023
Semi Cab Inc [Member]
NOTES PAYABLE AND FINANING ARRANGEMENTS	NOTE 7 – NOTES PAYABLE AND FINANING ARRANGEMENTS Efficient Capital Labs Installment Note & Settlement On May 18, 2023 the Company entered into a financing arrangement with Efficient Capital Labs, Inc. (“ECL”) to finance working capital and product development. The loan had a 12-month maturity date 91,667.67 17.97 On May 18, 2024, the Company entered into a Settlement Agreement (“Settlement”) with ECL. In the Settlement, the Company agreed to repay a total of $ 946,666.60 25,000 75,000 84,666.66 Shareholder Notes Beginning in July of 2021, and ending in May of 2023, the Company entered into a total of six shareholder loan agreements with a total of three shareholders. These notes are all unsecured with limited rights of recourse. The specific terms of each note are summarized on the table below. SCHEDULE OF SPECIFIC TERMS Date Maturity Holder Principal Rate Accrued Interest Current Balance 7/10/2021 7/10/2026 Ajesh Kapoor $ 150,000.00 9.0 % $ 36,838.36 $ 186,838.36 8/27/2021 8/26/2026 Ajesh Kapoor $ 235,000.00 9.0 % $ 54,932.05 $ 289,932.05 4/17/2023 10/16/2023 Vivek Sehgal $ 50,000.00 10.0 % $ 4,794.52 $ 54,794.52 5/5/2023 5/4/2024 Ajesh Kapoor $ 50,000.00 10.0 % $ 4,547.95 $ 54,547.95 5/8/2023 5/7/2024 Jagan Reddy $ 50,000.00 10.0 % $ 4,506.85 $ 54,506.85 5/17/2023 5/16/2024 Ajesh Kapoor $ 165,000.00 10.0 % $ 14,465.75 $ 179,465.75 MCA-Agile Capital Funding, LLC On March 22, 2024, the Company entered into a Merchant Cash Advance (“MCA Financing”) with Agile Capital Funding, LLC. The initial amount borrowed was $ 315,000 300,000 16,200 453,600 18 MCA-Huson Cedar Advance, LLC On May 8, 2024, the Company entered into an MCA Financing with Cedar Advance, LLC. The initial amount borrowed was $ 215,000 204,250 11,133 311,750 18

DUE FROM FACTOR

DUE FROM FACTOR	12 Months Ended
DUE FROM FACTOR	Dec. 31, 2023
Semi Cab Inc [Member]
DUE FROM FACTOR	NOTE 9 - DUE FROM FACTOR We entered into an accounts receivable factoring arrangement with a financial institution (the “Factor”) which has been extended to October 31, 2024 and may be discontinued at that time. Pursuant to the terms of the arrangement, from time to time, we sell to the Factor a minimum of $ 150,000 Factor remits 35% of the foreign and 75% of the domestic accounts receivable balance 2.75 15 LEGAL MATTERS On May 28, 2024, SemiCab was sued by a Baxter Bailey, collection agency acting on behalf of a domestic freight shipper. The shipper claims is was underpaid for services rendered, and SemiCab has disputed the claim. The total amount in dispute is approximately $ 93,000 LEASES Operating Leases Not applicable. The Company currently utilizes a work-from-home model for its US operations, and a month-to-month shared office space in Bangalore that expires in June. At that time 100% of the current employees will adopt a work-from-home model. Finance Leases Not applicable. The Company does not have any material financial leases at this time, or any of the periods presented in this Report.

STOCKHOLDERS_ EQUITY

STOCKHOLDERS’ EQUITY	9 Months Ended	12 Months Ended
STOCKHOLDERS’ EQUITY	Sep. 30, 2024	Dec. 31, 2023
STOCKHOLDERS’ EQUITY	NOTE 10 – ISSUANCE OF COMMON STOCK Equity Incentive Plan On April 12, 2022, the Board of Directors approved The Singing Machine Company, Inc. 2022 Equity Incentive Plan, or the 2022 Plan. The 2022 Plan provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors. There were 150,943 0.55 no 1,250 6,500 no 63,453 Equity compensation under the 2022 Plan was approximately $ 101,000 138,000 50,000 twelve months The vested options as of September 30, 2024, had no Other Equity Compensation During the three and nine months ended September 30, 2024, the Company issued 774,528 shares of common stock to three vendors for payment of consulting services rendered and 94,340 for restricted shares of common stock to Vivek Sehgal (a related party) as bonus compensation (See Note 5). The grant date fair value for all of these share issuances was approximately $ 478,000
Semi Cab Inc [Member]
STOCKHOLDERS’ EQUITY		NOTE 10 – STOCKHOLDERS’ EQUITY EQUITY INCCENTIVE PLAN The Company has maintained an equity incentive plan since 2020. Under this plan, all employees have been eligible to received common stock options as a part of their performance-based incentive compensation plan. COMMON STOCK OPTIONS During the years ended Dember 31, 2020, 2021 and 2022 the Company issued the following stock options, as shown below. No options were issued in 2023 or 2024. SCHEDULE OF STOCK OPTION ISSUED DURING THE YEAR DECEMBER 31, 2020, 2021 AND 2022 Holder Granted Shares Outstanding Awards Grant Date Exercise Price Vesting Start Date Vested Outstanding Unvested Date Fully Vested Board Approval Date Expiration Date Sudhir Narasimhamurthy 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhir Narasimhamurthy 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Sudhir Narasimhamurthy 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Kadandale Srinivas Sudheer 600,000 600,000 09-29-2020 $ 0.06 09-29-2020 600,000 0 09-29-2023 09-28-2020 09-28-2030 Kadandale Srinivas Sudheer 100,000 100,000 08-12-2021 $ 0.06 09-01-2021 66,666 33,334 09-01-2025 08-12-2021 08-11-2031 Kadandale Srinivas Sudheer 50,000 50,000 05-02-2022 $ 0.05 05-02-2022 25,000 25,000 05-02-2026 05-02-2022 05-01-2032 Vivek Sehgal 4,000,000 4,000,000 09-29-2020 $ 0.06 09-29-2020 4,000,000 0 09-29-2023 09-28-2020 09-28-2030 Vivek Sehgal 200,000 200,000 08-12-2021 $ 0.06 09-01-2021 133,333 66,667 09-01-2025 08-12-2021 08-11-2031 Vivek Sehgal 100,000 100,000 05-02-2022 $ 0.05 05-02-2022 50,000 50,000 05-02-2026 05-02-2022 05-01-2032 Rajiv Saxena 100,000 100,000 09-29-2020 $ 0.06 09-29-2020 100,000 0 09-29-2023 09-28-2020 09-28-2030 Harsha Bhat 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Harsha Bhat 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Harsha Bhat 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Jagan Reddy 4,000,000 4,000,000 09-29-2020 $ 0.06 09-29-2020 4,000,000 0 09-29-2023 09-28-2020 09-28-2030 Jagan Reddy 200,000 200,000 08-12-2021 $ 0.06 09-01-2021 133,333 66,667 09-01-2025 08-12-2021 08-11-2031 Jagan Reddy 100,000 100,000 05-02-2022 $ 0.05 05-02-2022 50,000 50,000 05-02-2026 05-02-2022 05-01-2032 Siddayya S Ganjal 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Siddayya S Ganjal 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Siddayya S Ganjal 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Sunil Arora 90,000 0 09-29-2020 $ 0.06 09-29-2020 0 0 09-29-2023 09-28-2020 09-28-2030 Rajiv Virmani 500,000 500,000 09-29-2020 $ 0.06 09-29-2020 500,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhindra Shenoy 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhindra Shenoy 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Sudhindra Shenoy 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Antony Sunil 90,000 90,000 09-29-2020 $ 0.06 09-29-2020 90,000 0 09-29-2023 09-28-2020 09-28-2030 Antony Sunil 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Antony Sunil 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Tuleeka Nandy 15,000 0 08-12-2021 $ 0.06 09-01-2021 0 0 09-01-2025 08-12-2021 08-11-2031 Tuleeka Nandy 15,000 15,000 05-02-2022 $ 0.05 05-02-2022 7,500 7,500 05-02-2026 05-02-2022 05-01-2032 Robel Atnafu 5,000 0 08-12-2021 $ 0.06 09-01-2021 0 0 09-01-2025 08-12-2021 08-11-2031 Guy Primus 360,000 360,000 08-12-2021 $ 0.06 09-01-2021 240,000 120,000 09-01-2025 08-12-2021 08-11-2031 Samartha Gowda 15,000 15,000 05-02-2022 $ 0.05 05-02-2022 7,500 7,500 05-02-2026 05-02-2022 05-01-2032 Alexandra Aiello 2,500 2,500 05-02-2022 $ 0.05 05-02-2022 1,250 1,250 05-02-2026 05-02-2022 05-01-2032 Stephen Cabral 5,000 0 05-02-2022 $ 0.05 05-02-2022 0 0 05-02-2026 05-02-2022 05-01-2032 Jonah Petit-Perrin 2,500 2,500 05-02-2022 $ 0.05 05-02-2022 1,250 1,250 05-02-2026 05-02-2022 05-01-2032 Bryan Nella 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Mark Sink 25,000 25,000 05-16-2022 $ 0.05 05-16-2022 12,500 12,500 05-16-2026 05-02-2022 05-15-2032 Koustav Choudhuri 17,000 17,000 05-16-2022 $ 0.05 05-16-2022 8,500 8,500 05-16-2026 05-02-2022 05-15-2032 Total 11,712,000 11,597,000 WARRANTS Not applicable. The Company has not issued any form of a warrant. COMMON STOCK ISSUANCES Not applicable other than founders shares in the amount of 25,000,000

SAFE PRIVATE PLACEMENTS

SAFE PRIVATE PLACEMENTS	12 Months Ended
SAFE PRIVATE PLACEMENTS	Dec. 31, 2023
Semi Cab Inc [Member]
SAFE PRIVATE PLACEMENTS	NOTE 11 – SAFE PRIVATE PLACEMENTS Beginning on October 25, 2018 through April 22, 2023, the Company entered into a total of 50 separate Simple Agreements for Future Equity (“SAFE Agreements”). 45 distinct counterparties entered into subscription agreements with the Company, investing a total of $ 5,038,820 The table below summarizes the first tranche of subscriptions, all with the same terms and conditions. SCHEDULE OF FIRST TRANCHE OF SUBSCRIPTIONS ID Convertible Holder Name Principal Issue Date Valuation Cap Converted Date SAFE-1 Ardhendu Haldar $ 250,000 10-25-2018 $ 10,000,000 12-25-2020 SAFE-38 Praveen Kaza $ 100,000 10-25-2018 $ 13,000,000 12-25-2020 SAFE-41 Kurt W Mattson $ 50,000 03-27-2019 $ 20,000,000 12-25-2020 SAFE-42 Wendy A Thompson $ 50,000 03-27-2019 $ 20,000,000 12-25-2020 SAFE-44 Sonata Software North America Inc $ 468,041 02-24-2020 $ 10,000,000 12-25-2020 SAFE-43 THE IRA CLUB F/B/O RANJU MAHESHWARI ROTH IRA 2000201 $ 25,000 06-15-2020 $ 10,000,000 12-25-2020 Total $ 943,041 A total of six investors subscribed for a total of $ 943,041 10,000,000 From August 12, 2021 to April 22, 2023, the Company entered into the remaining 44 SAFE Agreements with a total of 39 individual counterparties. The total amount of capital invested under these subscriptions was $ 4,095,779 10,000,000 35,000,000 The table below summarizes the remaining 44 SAFE Agreements, all of which are expected to terminated immediately after closing of the Transaction. SUMMARY OF TERMINATED IMMEDIATELY AFTER CLOSING OF THE TRANSACTION ID Convertible Holder Name Principal Issue Date Valuation Cap SAFE-40 Sunil Bhatia $ 250,000 08-12-2021 $ 15,000,000 SAFE-39 Pallav Gupta $ 15,000 08-12-2021 $ 15,000,000 SAFE-10 The Bhardwaj 2003 Revocable Trust $ 200,000 12-31-2021 $ 35,000,000 SAFE-11 Praveen Kaza $ 50,000 12-31-2021 $ 35,000,000 SAFE-12 Pallav Gupta $ 20,000 12-31-2021 $ 35,000,000 SAFE-13 Amit and Anju Bhardwaj $ 50,000 12-31-2021 $ 35,000,000 SAFE-14 Komal Bajaj $ 50,000 12-31-2021 $ 35,000,000 SAFE-15 Goel Trust, Dated Aug 2, 2000 $ 100,000 12-31-2021 $ 35,000,000 SAFE-16 Sanjiva Singh $ 100,000 12-31-2021 $ 35,000,000 SAFE-17 Rajeev Agarwal $ 25,000 12-31-2021 $ 35,000,000 SAFE-18 Sanyogita and Sunil Gupta $ 25,000 12-31-2021 $ 35,000,000 SAFE-19 SEM Gaingels Fund I, a series of JMWTX Investments, LP $ 300,279 12-31-2021 $ 35,000,000 SAFE-2 FVI Fund LLC $ 50,000 12-31-2021 $ 35,000,000 SAFE-20 JWass PT Investors, LP - B2 $ 10,000 12-31-2021 $ 35,000,000 SAFE-21 Medhavi Gupta $ 20,000 12-31-2021 $ 35,000,000 SAFE-22 Sundeep Sibal $ 50,000 12-31-2021 $ 35,000,000 SAFE-24 Jolly Gupta $ 35,000 12-31-2021 $ 35,000,000 SAFE-3 Ashutosh Malaviya $ 50,000 12-31-2021 $ 35,000,000 SAFE-4 Consensia Inc $ 50,000 12-31-2021 $ 35,000,000 SAFE-45 Atula Sibal $ 50,000 12-31-2021 $ 35,000,000 SAFE-6 Ajay Bhatnagar $ 100,000 12-31-2021 $ 35,000,000 SAFE-7 Pankaj Sinha $ 50,000 12-31-2021 $ 35,000,00 SAFE-8 Bakulesh Adya $ 35,000 12-31-2021 $ 35,000,000 SAFE-9 Alok Mahajan $ 50,000 12-31-2021 $ 35,000,000 SAFE-5 BANSAL GARG FAMILY TRUST AMIT BANSAL TRTEE KARUNA GARG TRTEE U/A 11/07/2017 $ 100,000 12-31-2021 $ 35,000,000 SAFE-25 Disrupt Fund XVIII, LLC $ 50,000 01-24-2022 $ 35,000,000 SAFE-26 Ajatshatru and Manju Dhawal $ 25,000 01-31-2022 $ 35,000,000 SAFE-27 Mrityunjay Dhawal $ 25,000 01-31-2022 $ 35,000,000 SAFE-28 You Sexy Dawg, LLC $ 50,000 01-31-2022 $ 35,000,000 SAFE-29 Elisa deLaet $ 25,000 01-31-2022 $ 35,000,000 SAFE-30 Ardhendu Haldar $ 100,000 02-28-2022 $ 35,000,000 SAFE-31 Suzanne and Tom Lambert $ 250,000 02-28-2022 $ 35,000,000 SAFE-32 Nidus Capital Holdings, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-33 Compelling Natural Health II, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-34 Birch Hill Capital Group, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-35 Ingrid P. Maes as Trustee of The IPM Irrevocable Trust dated September 1, 2022 $ 250,000 02-28-2022 $ 35,000,000 SAFE-36 Nattoceuticals, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-37 Pallav Gupta $ 60,000 02-28-2022 $ 35,000,000 SAFE-46 Gaingels Semicab LLC $ 130,500 03-21-2023 $ 35,000,000 SAFE-50 Pankaj Sinha $ 50,000 04-04-2023 $ 35,000,000 SAFE-48 Lucy Holifield $ 70,000 04-14-2023 $ 35,000,000 SAFE-47 Corvus Albus LLC $ 100,000 04-19-2023 $ 35,000,000 SAFE-49 David Friedland $ 50,000 04-19-2023 $ 35,000,000 SAFE-51 Kapil K Gupta $ 25,000 04-22-2023 $ 35,000,000 TOTAL $ 4,095,779

EMPLOYEE BENEFIT PLANS

EMPLOYEE BENEFIT PLANS	12 Months Ended
EMPLOYEE BENEFIT PLANS	Dec. 31, 2023
Semi Cab Inc [Member]
EMPLOYEE BENEFIT PLANS	NOTE 13 - EMPLOYEE BENEFIT PLANS The Company has a 401(k) plan for its employees to which the Company makes contributions at rates dependent on the level of each employee’s contributions. Contributions made by the Company are limited to the maximum allowable for federal income tax purposes. The Company does not provide any post-employment benefits to retirees.

SUMMARY OF SIGNIFICANT ACCOUN_2

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended		12 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024	Dec. 31, 2023	Dec. 31, 2023
BASIS OF PRESENTATION	Basis of Presentation The accompanying unaudited financial statements for the three months ended September 30, 2024 and 2023 have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) applicable to interim financial information and the requirements of Form 10-Q and Article 8 of Regulation S-X of the Securities and Exchange Commission. Accordingly, they do not include all of the information and disclosures required by US GAAP for complete consolidated financial statements. In the opinion of management, such condensed consolidated financial statements include all adjustments (consisting of normal recurring accruals) necessary for the fair presentation of the condensed consolidated financial position and the condensed consolidated results of operations. The condensed consolidated results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. The condensed consolidated balance sheet as of September 30, 2024 and condensed financial statements information for the three and nine months ended September 30, 2024 and 2023 are unaudited whereas the condensed consolidated balance sheet as of December 31, 2023 is derived from the audited consolidated balance sheet as of that date. The condensed consolidated financial statements and notes hereto should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s annual report on Form 10-KT for the transition period ended December 31, 2023. There have been no changes to our significant accounting policies as disclosed on the Company’s annual report on Form 10-KT for the transition period ended December 31, 2023.	BASIS OF PRESENTATION The accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“GAAP”).
PRINCIPLES OF CONSOLIDATION	Principles of Consolidation The Company evaluates its business relationships with related parties to identify potential Variable Interest Entities (“VIEs”) under Accounting Standards Codification (“ASC”) 810, Consolidation. The Company will consolidate any VIE in which it has a controlling financial interest and is deemed to be the primary beneficiary. A controlling financial interest has both of the following characteristics: (1) the power to direct the activities of the VIE that most significantly impact its economic performance; and (2) the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If both characteristics are met, the Company is considered to be the primary beneficiary and therefore will consolidate that VIE into its consolidated financial statements. As prescribed by ASC 810, if the Company holds a variable interest in a VIE but is not the entity’s primary beneficiary, it shall disclose its methodology for determining if the Company is the primary beneficiary of the VIE, e.g., significant judgments and assumptions made. Additional information required includes information about the types of involvement considered significant, and those considered in the determination of whether the reporting entity is the primary beneficiary. Furthermore, if the Company provides or intends to provide financial or other support (explicitly or implicitly) to the VIE, when not contractually required to, the Company shall disclose the type and amount of the support, along with the primary reasons for providing the support. Both qualitative and quantitative information about the Company’s involvement with the VIE, shall include the nature, purpose, size, and activities of the VIE, including how the VIE is financed.	PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include the accounts of the Company and its Hong Kong subsidiary, SMCL, SMCM, SMH, MICS Hospitality, MICS Hospitality Management and MICS NY. All inter-company accounts and transactions have been eliminated in consolidation for all periods presented.
Business Combinations	Business Combinations The Company allocates the purchase price of an acquired business to the tangible and intangible assets acquired and liabilities assumed based upon their estimated fair values on the acquisition date. Any excess of the purchase price over the fair value of the net assets acquired is recorded as goodwill. The purchase price allocation process requires management to make significant estimates and assumptions at the acquisition date with respect to intangible assets. The allocation of the consideration transferred in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Direct transaction costs associated with the business combination are expensed as incurred. The Company includes the results of operations of the business that it has acquired in its consolidated results prospectively from the date of acquisition.
Goodwill	Goodwill The Company evaluates its goodwill for impairment in accordance with the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 350, Intangibles – Goodwill and Other The Company tests the recorded amount of goodwill for impairment on an annual basis on December 31 or more frequently if there are indicators that the carrying amount of the goodwill exceeds its carried value.
Intangible Assets	Intangible Assets The Company acquired amortizable intangibles assets as part of asset purchase agreements consisting of customer relationships, trade names and proprietary technology. Such intangibles are amortized over their useful lives on a straight-line basis. The Company reviews intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets might not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends, and significant changes or planned changes in the use of the assets. If an impairment review is performed to evaluate a long-lived asset for recoverability, the Company compares forecasts of undiscounted cash flows expected to result from the use and eventual disposition of the long-lived asset to its carrying value. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset are less than its carrying amount. The impairment loss would be based on the excess of the carrying value of the impaired asset over its fair value, determined based on discounted cash flows. ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited)
Fair Value Measurements	Fair Value Measurements In accordance with ASC 820, Fair Value Measurements and Disclosures, fair value is defined as the exit price, or the amount that would be received for the sale of an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The guidance also establishes a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that the most observable inputs be used when available. Observable inputs include those that market participants would use in valuing the asset or liability and are developed based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the factors that market participants would use in valuing the asset or liability. The guidance establishes three levels of inputs that may be used to measure fair value: ● Level 1: Quoted market prices in active markets for identical assets or liabilities. ● Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or model-derived valuations. All significant inputs used in the Company’s valuations are observable or can be derived principally from or corroborated with observable market data for substantially the full term of the assets or liabilities. Level 2 inputs also include quoted prices that were adjusted for security-specific restrictions which are compared to output from internally developed models such as a discounted cash flow model. ● Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The carrying amounts of financial instruments carried at cost, including cash, accounts receivables and accounts and accounts receivable – related party, trade payables advances and notes payables and notes payable – related party approximate their fair value due to the short-term maturities of such instruments. The categorization of a financial instrument within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
RECENT ACCOUNTING PRONOUNCEMENTS	R ECENT ACCOUNTING PRONOUNCEMENTS In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures ALGORHYTHM HOLDINGS, INC. and SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 and 2023 (Unaudited) In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures	RECENT ACCOUNTING PRONOUNCEMENTS In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures
RECLASSIFICATION OF PRIOR YEARS PRESENTATION		RECLASSIFICATION OF PRIOR YEARS PRESENTATION Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the reported results of operations.
USE OF ESTIMATES		USE OF ESTIMATES The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ materially from these estimates. Estimates are assessed each period and updated to reflect current information. Significant estimates include revenue recognition, allowance for credit losses, provision for excess and obsolete inventory, reserve for sales returns, accruals relating to litigation, income taxes and share-based compensation expense.
ACCOUNTS RECEIVABLE AND ALLOWANCES FOR EXPECTED CREDIT LOSSES		ACCOUNTS RECEIVABLE AND ALLOWANCES FOR EXPECTED CREDIT LOSSES In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-13, “Financial Instruments—Credit Losses” (Topic 326) The Company recognizes an allowance for credit losses at the time a receivable is recorded based on its estimate of expected credit losses and adjusts this estimate over the life of the receivable as needed. The Company evaluates specific identified risks and the aggregation and risk characteristics of a receivable pool and develops loss rates that reflect historical collections, current forecasts of future economic conditions over the time horizon the Company is exposed to credit risk, and payment terms or conditions that may materially affect future forecasts. As needed, amounts are written-off when determined to be uncollectible.
INVENTORY AND RETURNS ASSET		INVENTORY AND RETURNS ASSET Inventory is comprised primarily of electronic karaoke equipment, microphones, and accessories, and are stated at the lower of cost or net realizable value, as determined using the first in, first out method. The Company reduces inventory on hand to its net realizable value on an item-by-item basis when it is apparent that the expected realizable value of an inventory item falls below its original cost. A charge to cost of sales results when the estimated net realizable value of specific inventory items declines below cost. Management regularly reviews the Company’s investment in inventories for such declines in value. In addition, the Company reports an estimated amount for the net realizable value of expected future inventory returns (returns asset) related to the Company’s defective allowance, overstock, and warranty policies. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022
LONG-LIVED ASSETS		LONG-LIVED ASSETS The Company periodically evaluates the carrying value of the unamortized balances of its long-lived assets, including property, equipment and rental assets, to determine whether impairment of these assets has occurred or whether a revision to the related amortization periods should be made. If the carrying value of the long-lived asset group exceeds the estimated future undiscounted cash flows, an impairment loss is recorded based on the amount by which the asset group’s carrying amount exceeds its fair value. Fair value is determined based on an evaluation of the assets’ associated discounted future cash flows or appraised value .
PROPERTY AND EQUIPMENT		PROPERTY AND EQUIPMENT, NET Property and equipment are stated at cost, less accumulated depreciation. Expenditures for repairs and maintenance are charged to expense as incurred. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to their estimated useful lives using straight-line methods.
LEASES		LEASES The Company determines if an arrangement contains a lease at the inception of a contract. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Right-of-use assets and lease liabilities are recognized at the commencement date. The liability is equal to the present value of the remaining minimum lease payments. The asset is based on the liability, subject to certain adjustments. Operating leases result in straight-line expense (similar to operating leases under the prior accounting standard) while finance leases result in a front-loaded expense pattern (similar to capital leases under the prior accounting standard). As the interest rate implicit in the Company’s operating leases is not readily determinable, the Company utilizes its incremental borrowing rate to discount the lease payments. The Company utilizes the implicit rate for its finance leases.
FAIR VALUE OF FINANCIAL INSTRUMENTS		FAIR VALUE OF FINANCIAL INSTRUMENTS We follow Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 825, “Financial Instruments”, which requires disclosure of information about the fair value of certain financial instruments for which it is practicable to estimate that value. For the purposes of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses, refunds due to customers, customer deposits, other current liabilities and due from related parties approximates fair value due to the relatively short period to maturity for these instruments. The carrying amounts on other liabilities are approximate to fair value due to their relatively short period to maturity.
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS		REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers”. All revenue is generated from contracts with customers. The Company recognizes revenue when the control of the goods sold is transferred to the customer, in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company’s performance obligations are established when a customer submits a purchase order notification, and the Company accepts the order. The Company identifies performance obligations as the delivery of the requested product or service in appropriate quantities and to the location specified in the customer’s contract and/or purchase order. Revenue from sales of product is recognized at a point in time when the Company transfers control to the customer, typically at the time when the product is delivered or shipped, at which time, title passes to the customer and there are no further performance obligations with regards to the product.” The Company selectively participates in a retailer’s co-op promotion incentives to maximize sales of the Company’s products on the retail floor or to assist in developing consumer awareness of new product launches, by providing marketing fund allowances to our customers. As these co-op promotion initiatives are not a distinct good or service and the Company cannot reasonably estimate the fair value of the benefit it receives from these arrangements, the cost of these allowances at the time they are offered to the customers are recorded as a reduction to net sales. Co-op promotion incentives were approximately $ 2,600,000 2,300,000 2,000,000 The Company’s contracts with customers consist of one performance obligation (the sale of the Company’s products). The Company’s contracts have no financing elements, payment terms are generally less than 120 days and have no further contract asset or liability obligations once control of goods is transferred to the customer. Revenue is recorded in the amount of consideration the Company expects to receive for the sale of these goods. Costs incurred in fulfilling contracts with customers include administrative costs associated with the procurement of goods are included in general and administrative expenses, in-bound freight costs are included in the cost of goods sold and accrued sales representative commissions are included in selling expenses in the accompanying consolidated statements of operations as our underlying customer agreements are less than one year. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 While the Company has no overstock return privileges in its vendor agreements with its customers, the Company does accept defective returns, warranty exchanges and overstock from seasonal customers. The Company estimates the sales value of goods to be returned from our allowance programs for goods returned from the customer for various reasons, whereby a reserve for sales returns is recorded based on historic return amounts, specific events as identified and management estimates. The Company’s reserve for sales returns was approximately $ 3,400,000 900,000 1,900,000 600,000
SHIPPING AND HANDLING COSTS		SHIPPING AND HANDLING COSTS Shipping and handling activities are performed before the customer obtains control of the goods sold to them and are considered activities to fulfill the Company’s promise to transfer the goods. For the nine months ended December 31, 2023, shipping and handling expenses were approximately $ 600,000 500,000 900,000
SHARE-BASED COMPENSATION		SHARE-BASED COMPENSATION The Company has granted stock options and restricted stock units (“RSUs”) to employees, non-employee consultants and non-employee members of our Board of Directors. The Company also has an equity incentive plan which provides for the issuance of equity incentive awards, such as stock options, stock appreciation rights, stock awards, restricted stock, stock units, performance awards and other stock or cash-based awards collectively, the “Awards.” Awards may be granted under the 2022 Plan to the Company’s employees, officers, directors, consultants, agents, advisors and independent contractors. The Company measures the compensation cost associated with all share-based payments based on grant date fair values. The fair value of each stock option and stock purchase right is estimated on the date of grant using an option pricing model that meets certain requirements. The Company generally uses the Black-Scholes option pricing model to estimate the fair value of its stock options and stock purchase rights. The determination of the fair value of share-based payment awards utilizing the Black-Scholes model is affected by the Company’s stock price and several assumptions, including expected volatility, expected term, risk-free interest rate and expected dividends. For grants of stock options, the Company uses a blend of historical and implied volatility for traded options on its stock to estimate the expected volatility assumption required in the Black-Scholes model. The Company’s use of a blended volatility estimates in computing the expected volatility assumption for stock options is based on its belief that while the implied volatility is representative of expected future volatility, the historical volatility over the expected term of the award is also an indicator of expected future volatility. The Company utilizes a blended volatility estimate that consists of implied volatility and historical volatility in order to estimate the expected volatility assumption of the Black-Scholes model. The expected term of stock options granted is estimated using historical experience. The risk-free interest rate assumption is based on observed interest rates appropriate for the expected terms of the Company’s stock options and stock purchase rights. The dividend yield assumption is based on the Company’s history and expectation of no dividend payouts. The Company estimates forfeitures at the time of grant and revises these estimates, if necessary, in subsequent periods if actual forfeitures differ from those estimates. The Company estimates its forfeiture rate assumption for all types of share-based compensation awards based on historical forfeiture rates related to each category of award. Compensation costs associated with grants of restricted stock units are measured at fair value, which has historically been the closing price of the Company’s common stock on the date of grant. The Company recognizes share-based compensation expense over the requisite service period of each individual award, which generally equals the vesting period, using the straight-line method for awards that contain only service conditions. For awards that contain performance conditions, the Company recognizes the share-based compensation expense on a straight-line basis for each vesting tranche, when achievement of that tranche is considered probable. The Company evaluates the assumptions used to value stock awards at each grant date. If there are any modifications or cancellations of the underlying unvested securities, the Company may be required to accelerate, increase or cancel any remaining unearned share-based compensation expense.
INCOME TAXES		INCOME TAXES The Company follows the provisions of FASB ASC 740 “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. THE SINGING MACHINE COMPANY, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2023, and March 31, 2023 and 2022 The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. As of December 31, 2023, and March 31, 2023, there were no uncertain tax positions that resulted in any adjustment to the Company’s provision for income taxes. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company currently has no liabilities recorded for accrued interest or penalties related to uncertain tax provisions.
Semi Cab Inc [Member]
PRINCIPLES OF CONSOLIDATION			PRINCIPLES OF CONSOLIDATION The accompanying consolidated financial statements include certain intercompany expenses associated with its wholly owned India subsidiary, SMCB Solutions Private Limited, the accounts of the Company. All inter-company accounts and transactions have been eliminated in consolidation for all periods presented.
RECENT ACCOUNTING PRONOUNCEMENTS			RECENT ACCOUNTING PRONOUNCEMENTS In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses” (Topic 326) The amendments in ASU 2016-03 for smaller reporting companies are effective for the Company beginning April 1, 2023, including interim periods within that fiscal year. The Company adopted ASU 2016-13 on May 1, 2024. The adoption of ASU 2016-13 did not result in any material effects to the consolidated financial statements or related disclosures.
USE OF ESTIMATES			USE OF ESTIMATES SemiCab makes estimates and assumptions in the ordinary course of business relating to sales collections and allowances, warranty reserves, and reserves for promotional incentives that may affect the reported amounts of assets and liabilities and of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Future events and their effects cannot be determined with absolute certainty; therefore, the determination of estimates requires the exercise of judgment. Historically, past changes to these estimates have not had a material impact on the Company’s financial statements. However, circumstances could change which may alter future expectations.
LONG-LIVED ASSETS			LONG-LIVED ASSETS Not applicable. The only meaningful long-lived assets are intangible in nature and under GAAP accounting, not capitalized nor assigned any long-term accounting value. prior to the proposed transaction.
PROPERTY AND EQUIPMENT			PROPERTY AND EQUIPMENT Property and Equipment are stated at cost. Depreciation is provided for in amounts sufficient to relate the cost of depreciable assets to operations over the estimated service lives, principally using straight-line methods. The estimated useful lives used to compute depreciation and amortization for financial reporting purposes are as follows: SCHEDULE OF ESTIMATED USEFUL LIVES Years Property and Equipment 3 5
FAIR VALUE OF FINANCIAL INSTRUMENTS			FAIR VALUE OF FINANCIAL INSTRUMENTS The carrying values of financial instruments comprising cash and cash equivalents, payables, and notes payable-related party approximate fair values due to the short-term maturities of these instruments. The notes payable- related party is considered a level 3 measurement. As defined in ASC 820, Fair Value Measurements and Disclosures Level 1: Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Level 2: Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reported date. Level 2 includes those financial instruments that are valued using models or other valuation methodologies. Level 3: Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The significant unobservable inputs used in the fair value measurement for nonrecurring fair value measurements of long-lived assets include pricing models, discounted cash flow methodologies and similar techniques. The carrying amounts of the Company’s short-term financial instruments, including accounts receivable, accounts payable, accrued expenses, customer deposits, refunds due to customers, and due to related parties approximates fair value due to the relatively short period to maturity for these instruments. The carrying amounts on the notes payable, finance leases and installment notes approximate fair value either due to the relatively short period to maturity or the related interest is accrued at a rate similar to market rates. The carrying amounts on the revolving line of credit approximates fair value due the relatively short period to maturity and related interest accrued at market rates.
REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS			REVENUE RECOGNITION REVENUE RECOGNITION AND RESERVE FOR SALES RETURNS The Company recognizes revenue in accordance with FASB ASC 606, “Revenue from Contracts with Customers”. All revenue is generated from contracts with customers. The Company recognizes revenue when the control of the goods sold is transferred to the customer, in an amount, referred to as the transaction price, that reflects the consideration to which the Company is expected to be entitled in exchange for those goods. The Company determines revenue recognition utilizing the following five steps: (1) identification of the contract with a customer, (2) identification of the performance obligations in the contract (promised goods or services that are distinct), (3) determination of the transaction price, (4) allocation of the transaction price to the performance obligations, and (5) recognition of revenue when, or as, the Company transfers control of the product or service for each performance obligation. The Company’s contracts with customers consist of one performance obligation (the sale of the Company’s products). The Company’s contracts have no financing elements, payment terms are less than 120 days and have no further contract asset or liability obligations once control of goods is transferred to the customer. Revenue is recorded in the amount of consideration the Company expects to receive for the sale of these goods. Costs incurred in fulfilling contracts with customers include administrative costs associated with the procurement of goods are included in general and administrative expenses, in-bound freight costs are included in the cost of goods sold and accrued sales representative commissions are included in selling expenses in the accompanying consolidated statements of operations as our underlying customer agreements are less than one year.
SHIPPING AND HANDLING COSTS			SHIPPING AND HANDLING COSTS Shipping and handling activities are performed before the customer obtains control of the goods delivered for them and are considered activities to fulfill the Company’s promise to transfer the goods. For Fiscal 2023 and 2022 shipping and handling expenses provided by third party shippers were approximately $ 5,692,000 10,057,000
INCOME TAXES			INCOME TAXES The Company follows the provisions of FASB ASC 740 “Accounting for Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax base. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. If it is more likely than not that some portion of a deferred tax asset will not be realized, a valuation allowance is recognized. The Company recognizes a liability for uncertain tax positions. An uncertain tax position is defined as a position in a previously filed tax return or a position expected to be taken in a future tax return that is not based on clear and unambiguous tax law and which is reflected in measuring current or deferred income tax assets and liabilities for interim or annual periods. The Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The Company measures the tax benefits recognized based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate resolution. As of March 31, 2023 and 2022 there were no uncertain tax positions that resulted in any adjustment to the Company’s provision for income taxes. The Company recognizes interest and penalties related to unrecognized tax benefits in its provision for income taxes. The Company currently has no liabilities recorded for accrued interest or penalties related to uncertain tax provisions.
ALLOWANCE FOR DOUBTFUL ACCOUNTS			ALLOWANCE FOR DOUBTFUL ACCOUNTS SemiCab’s allowance for doubtful accounts is based on management’s estimates of the creditworthiness of its customers, current economic conditions and historical information, and, in the opinion of management, is believed to be in an amount sufficient to respond to normal business conditions. Management sets 100% reserves for customers in bankruptcy and other allowances based upon historical collection experience. The Company is subject to chargebacks from customers that are deducted from open invoices and reduce collectability of open invoices. Should business conditions deteriorate or any major customer default on its obligations to the Company, this allowance may need to be significantly increased, which would have a negative impact on operations.
FOREIGN CURRENCY TRANSLATION			FOREIGN CURRENCY TRANSLATION The Company accounts for foreign currency transactions pursuant to ASC 830, Foreign Currency Matters (“ASC 830”). The functional currency of the Company is the U.S. dollar, which is the currency of the primary economic environment in which it operates. In accordance with ASC 830, monetary balances denominated in or linked to foreign currency are stated on the basis of the exchange rates prevailing at the applicable balance sheet date. For foreign currency transactions included in the statement of operations, the exchange rates applicable on the relevant transaction dates are used. Gains or losses arising from changes in the exchange rates used in the translation of such transactions and from the remeasurement of the monetary balance sheet items are recorded as gain (loss) on foreign currency transactions. The functional currency of the India subsidiary is the Indian Rupee. Under ASC 830, all assets and liabilities are translated into U. S. dollars using the current exchange rate at the end of each fiscal period. Revenues and expenses are translated using the average exchange rates prevailing throughout the respective periods. All transaction gains and losses from the measurement of monetary balance sheet items denominated in Indian Rupee are reflected in the statement of operations as appropriate. Translation adjustments are included in accumulated other comprehensive loss.
Concentration of Credit Risk			Concentration of Credit Risk At times, the Company maintains cash in United States bank accounts that are in excess of the Federal Deposit Insurance Corporation insured amounts. The Company maintains cash balances in foreign financial institutions. The amounts at foreign financial institutions at December 31, 2023 and 2022 were approximately $ 58,000 91,000
PREPAID EXPENSES			PREPAID EXPENSES Prepaid expenses consist primarily of prepaid services which will be expensed as the services are provided within twelve months. As of December 31, 2023 and 2022, the balances of the prepaids account were $ 5,000 8,000
STOCK-BASED COMPENSATION			STOCK-BASED COMPENSATION The Company accounts for share based compensation in accordance with the provisions of ASC 718-10, “Compensation — Stock Compensation,” which requires measurement of compensation cost for all stock awards at fair value on date of grant and recognition of compensation over the service period for awards expected to vest. The majority of its share-based compensation arrangements vest over a three year vesting schedule. The Company expenses its share-based compensation under the ratable method, which treats each vesting tranche as if it were an individual grant. The fair value of stock options is determined using the Black-Scholes valuation model and requires the input of certain assumptions. These assumptions include estimating the length of time employees will retain their vested stock options before exercising them (the “expected option term”), the estimated volatility of its common stock price over the option’s expected term, the risk-free interest rate over the option’s expected term, and the Company’s expected annual dividend yield. Changes in these subjective assumptions can materially affect the estimate of fair value of stock-based compensation and consequently, the related amount recognized as an expense in the consolidated statements of operations. As required under the accounting rules, the Company reviews its valuation assumptions at each grant date and, as a result, the Company is likely to change its valuation assumptions used to value employee stock-based awards granted in future periods. The values derived from using the Black-Scholes model are recognized as expense over the service period, net of estimated forfeitures (the number of individuals that will ultimately not complete their vesting requirements). The estimation of stock awards that will ultimately vest requires significant judgment. The Company considers many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience. Actual results, and future changes in estimates, may differ substantially from current estimates. Options and warrants to outsiders are accounted for under ASC 718.
RESEARCH AND DEVELOPMENT COSTS			RESEARCH AND DEVELOPMENT COSTS All research and development costs are charged to results of operations as incurred. These expenses are shown as a component of general and administrative expenses in the consolidated statements of operations. For the years ended December 31, 2023 and 2022, these amounts totaled approximately $ 842,000 640,000
COMPUTATION OF EARNINGS (LOSS) PER SHARE			COMPUTATION OF EARNINGS (LOSS) PER SHARE Not applicable. This is not required.

ASSET ACQUISITION (Tables)

ASSET ACQUISITION (Tables)	9 Months Ended
ASSET ACQUISITION (Tables)	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF CONSIDERATION TRANSFERRED TO THE ASSETS ACQUIRED AND LIABILITIES ASSUMED	The following table presents the allocation of the consideration transferred to the assets acquired and liabilities assumed based on their fair values: SCHEDULE OF CONSIDERATION TRANSFERRED TO THE ASSETS ACQUIRED AND LIABILITIES ASSUMED Equity consideration $ 494,000 Fair value of non-controlling interest 74,000 Total Equity Consideration 568,000 Debt Extinguishment 415,000 Total Consideration $ 983,000 Identifiable net assets acquired: Cash and Cash Equivalents $ 17,000 Accounts receivable 193,000 Prepaid expenses and other current assets 13,000 Property and equipment, net 3,000 Other Non-Current Operating Assets, Net 14,000 Customer Relationships ( 9 year estimated useful life) 747,000 Trade Name ( 9 year estimated useful life) 272,000 Developed Technology ( 6 year estimated useful life) 381,000 Accounts payable and accrued expenses (2,680,000 ) Loans payable Merchant Cash Advances (MCA) (631,000 ) Note payable (50,000 ) Notes payable Related Parties (650,000 ) Net assets acquired (2,371,000 ) Estimated Goodwill $ 3,354,000
SCHEDULE OF PRO FORMA FINANCIAL INFORMATION	SCHEDULE OF PRO FORMA FINANCIAL INFORMATION Nine Months Ended September 30, 2024 September 30, 2023 Net revenue $ 16,831,000 26,848,000 Operating loss from continuing operations (8,093,000 ) (6,187,000 ) Net loss (8,451,000 ) (7,164,000 )

LOANS PAYABLE _ RELATED PARTI_2

LOANS PAYABLE – RELATED PARTIES (Tables)	9 Months Ended
LOANS PAYABLE – RELATED PARTIES (Tables)	Sep. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF LOAN	The specific terms of each loan are summarized in the table below: SCHEDULE OF LOAN Issue Maturity Interest Holder Date Date Status Rate Principal Ajesh Kapoor 7/10/2021 7/10/2026 Current 9.0 % $ 150,000 Ajesh Kapoor 8/27/2021 8/26/2026 Current 9.0 % 235,000 Vivek Seghal 4/17/2023 10/13/2023 Default 10.0 % 50,000 Ajesh Kapoor 5/5/2023 5/4/2024 Default 10.0 % 50,000 Ajesh Kapoor 5/17/2023 5/16/2024 Default 10.0 % 165,000 Amount due as of September 30, 2024 650,000 Less: Current portion of notes payable to related parties 265,000 Notes payable to related parties, net of current portion $ 385,000

OPERATING LEASES (Tables)

OPERATING LEASES (Tables)	9 Months Ended
OPERATING LEASES (Tables)	Sep. 30, 2024	Dec. 31, 2023
Operating Leases
SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES	Supplemental balance sheet information related to leases as of September 30, 2024 and December 31, 2023 is as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES Assets: September 30, 2024 December 31, 2023 Operating lease - right-of-use assets $ 137,000 $ 3,926,000 Liabilities Current Current portion of operating leases $ 135,000 $ 84,000 Operating lease liabilities, net of current portion $ - $ 3,925,000	Supplemental balance sheet information related to leases as of December 31, 2023 and March 31, 2023 is as follows: SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES December 31, 2023 March 31, 2023 Assets: Operating lease - right-of-use assets $ 3,926,000 $ 561,000 Liabilities Current portion of operating leases $ 84,000 $ 509,000 Operating lease liabilities, net of current portion $ 3,925,000 $ 88,000
SCHEDULE OF LEASE TERM AND DISCOUNT RATE	Supplemental statement of operations information related to operating leases is as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE Three Months Ended September 30, 2024 Three Months Ended September 30, 2023 Nine Months Ended September 30, 2024 Nine Months Ended September 30, 2023 Operating lease expense as a component of general and administrative expenses $ 45,000 $ 279,000 $ 444,000 $ 762,000 Supplemental cash flow information related to operating leases is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow paid for operating leases $ 45,000 $ 363,000 $ 136,000 $ 868,000 Lease term and Discount Rate Weighted average remaining lease term (years) 0.8 15.1 Weighted average discount rate 9.0 % 12.0 %	Supplemental statement of operations information related to leases for the nine months ended December 31, 2023 and fiscal year ended March 31, 2023 is as follows: SCHEDULE OF LEASE TERM AND DISCOUNT RATE Nine Months Ended Fiscal Year Ended December 31 2023 March 31, 2023 Operating lease expense as a component of general and administrative expenses $ 717,000 $ 1,058,000 Supplemental cash flow information related to leases for the nine months ended December 31, 2023 and fiscal year ended March 31, 2023 is as follows: Cash paid for amounts included in the measurement of lease liabilities: Operating cash flow paid for operating leases $ 858,000 $ 960,000 Lease term and Discount Rate Weighted average remaining lease term (months) Operating leases 15.0 12.4 Weighted average discount rate Operating leases 12.0 % 6.5 %
SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS	Minimum future payments under all operating leases as of September 30, 2024, are as follows: SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS Payments due by period Amount 2024 (remaining six months) $ 46,000 2025 94,000 Total minimum future payments 140,000 Less: Interest 5,000 Total operating lease liabilities $ 135,000	Minimum future payments under all operating leases as of December 31, 2023, are as follows: SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS Payments due by period Amount 2024 $ 269,000 2025 355,000 2026 529,000 2027 585,000 2028 610,000 Thereafter 7,555,000 Total minimum future payments 9,903,000 Less: interest 5,894,000 Total operating lease liabilities $ 4,009,000 Less: current portion of lease liabilities 84,000 Operating lease liabilities, net of current portion $ 3,925,000

WARRANTS (Tables)

WARRANTS (Tables)	9 Months Ended
WARRANTS (Tables)	Sep. 30, 2024	Dec. 31, 2023
Warrants
SCHEDULE OF WARRANTS EXPIRATION	As of September 30, 2024, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113	As of December 31, 2023, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Common Warrants Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113

COMPUTATION OF LOSS PER SHARE (

COMPUTATION OF LOSS PER SHARE (Tables)	9 Months Ended
COMPUTATION OF LOSS PER SHARE (Tables)	Sep. 30, 2024	Dec. 31, 2023
Loss per Common Share
SCHEDULE OF BASIC AND DILUTIVE SHARES	Computation of basic and dilutive loss per share for the three and nine months ended September 30, 2024 and 2023 are as follows: SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE For the three months ended September 30, 2024 For the three months ended September 30, 2023 For the nine months ended September 30, 2024 For the nine months ended September 30, 2023 Net income (loss) available to common stockholders $ 1,195,000 $ 97,000 $ (7,292,000 ) $ (5,348,000 ) Weighted-average common shares outstanding 9,095,504 4,220,259 7,341,204 3,726,259 Basic and diluted income (loss) per share $ 0.13 $ 0.03 $ (0.99 ) $ (1.44 )	Computation of dilutive shares for the nine months ended December 31, 2023 and fiscal years ended March 31, 2023 and 2022 are as follows: SCHEDULE OF BASIC AND DILUTIVE SHARES Nine months ended December 31, 2023 Fiscal year ended March 31, 2023 Fiscal year ended March 31, 2022 Basic weighted average common shares outstanding 4,864,540 2,811,872 1,614,506 Effect of dilutive stock options - - 8,891 Diluted weighted average of common shares outstanding 4,864,540 2,811,872 1,623,397

REVENUE DISAGGREGATION (Tables)

REVENUE DISAGGREGATION (Tables)	9 Months Ended
REVENUE DISAGGREGATION (Tables)	Sep. 30, 2024	Dec. 31, 2023
Segment Reporting [Abstract]
SCHEDULE OF REVENUE BY PRODUCT LINE	Revenue by product line is as follows: SCHEDULE OF REVENUE BY PRODUCT LINE Three Months Ended Nine Months Ended Product Line September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 Classic Karaoke Machines $ 8,218,000 $ 14,636,000 $ 10,521,000 $ 17,363,000 Licensed Products 180,000 36,000 377,000 32,000 Kids Youth Electronics 379,000 297,000 546,000 451,000 Microphones and Accessories 1,500,000 806,000 3,329,000 3,543,000 Music Subscriptions 218,000 156,000 588,000 550,000 Logistics Services 127,000 - 127,000 - Total Net Sales $ 10,622,000 $ 15,931,000 $ 15,488,000 $ 21,939,000	Revenue by product line is as follows: SCHEDULE OF REVENUE BY PRODUCT LINE December 31,2023 March 31, 2023 March 31, 2022 Nine Months Ended Fiscal Years Ended December 31,2023 March 31, 2023 March 31, 2022 Product Line Karaoke Machines $ 24,189,000 $ 28,856,000 $ 38,869,000 Licensed Products 549,000 95,000 1,645,000 Kids Youth Electronics 565,000 1,872,000 2,277,000 Microphones and Accessories 3,283,000 7,802,000 4,185,000 Music Subscriptions 612,000 674,000 536,000 Total Net Sales $ 29,198,000 $ 39,299,000 $ 47,512,000
SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION	Sales by geographic region for the periods presented are as follows: SCHEDULE OF SALES BY GEOGRAPHICAL REGION Three Months Ended Nine Months Ended September 30, 2024 September 30, 2023 September 30, 2024 September 30, 2023 North America $ 10,466,000 $ 15,378,000 $ 15,208,000 $ 21,386,000 Australia 50,000 263,000 174,000 263,000 Europe 106,000 290,000 106,000 290,000 Total Net Sales $ 10,622,000 $ 15,931,000 $ 15,488,000 $ 21,939,000	Revenue by geographic region is as follows: SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION December 31, 2023 March 31, 2023 March 31, 2022 FOR THE NINE MONTHS ENDED FOR THE FISCAL YEARS ENDED December 31, 2023 March 31, 2023 March 31, 2022 North America $ 28,763,000 $ 38,298,000 $ 46,396,000 Australia 205,000 670,000 679,000 Europe and United Kingdom 226,000 331,000 359,000 All Others 4,000 - 78,000 Net sales $ 29,198,000 $ 39,299,000 $ 47,512,000

PROPERTY AND EQUIPMENT (Tables)

PROPERTY AND EQUIPMENT (Tables)	9 Months Ended
PROPERTY AND EQUIPMENT (Tables)	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
SCHEDULE OF PROPERTY AND EQUIPMENT	A summary of property and equipment is as follows: SCHEDULE OF PROPERTY AND EQUIPMENT Useful December 31, March 31, Life 2023 2023 Computer and office equipment 5 7 $ 404,000 $ 497,000 Furniture and fixtures 7 107,000 111,000 Warehouse equipment 7 - 251,000 Molds and tooling 3 5 2,228,000 2,160,000 2,739,000 3,019,000 Less: Accumulated depreciation 2,335,000 2,386,000 $ 404,000 $ 633,000

STOCK COMPENSATION EXPENSE (Tab

STOCK COMPENSATION EXPENSE (Tables)	9 Months Ended
STOCK COMPENSATION EXPENSE (Tables)	Sep. 30, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
SUMMARY OF STOCK OPTION ACTIVITY		A summary of stock option activity for each of the years presented is summarized below. SUMMARY OF STOCK OPTION ACTIVITY Nine Months Ended December 31, 2023 Fiscal Year Ended March 31, 2023 Fiscal Year Ended March 31, 2022 Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Number of Options Weighted Average Exercise Price Weighted Average Contractual Life Stock Options: Balance at beginning of year 161,427 $ 7.90 6.6 56,343 $ 9.90 4.1 56,010 $ 9.90 5.4 Granted - $ - - 107,752 $ 6.83 - 3,667 $ 7.80 - Exercised - $ - - - $ - - (2,667 ) $ 5.40 - Forfeited (47,666 ) $ 7.48 - (2,668 ) $ 5.63 - (667 ) $ 3.60 - Balance at end of year * 113,761 $ 8.08 4.2 161,427 $ 7.90 6.6 56,343 $ 9.90 4.1 Options exercisable at end of year 91,261 $ 8.06 53,675 $ 9.90 52,667 $ 9.90 * Total number of options outstanding as of December 31, 2023, includes 23,343 56,668 33,750
SCHEDULE OF WARRANTS EXPIRATION	As of September 30, 2024, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113	As of December 31, 2023, the Company’s warrants by expiration date were as follows: SCHEDULE OF WARRANTS EXPIRATION Number of Common Warrants Exercise Price Expiration Date 802,113 $ 2.80 September 15, 2026 100,000 $ 5.00 May 23, 2027 902,113

AUGUST 2021 PRIVATE PLACEMENT (

AUGUST 2021 PRIVATE PLACEMENT (Tables)	9 Months Ended
AUGUST 2021 PRIVATE PLACEMENT (Tables)	Dec. 31, 2023
August 2021 Private Placement
SCHEDULE OF LOSS BEFORE INCOME TAXES	The Company’s loss before income taxes for the nine months ended December 31, 2023, and fiscal years ended March 31, 2023, and 2022 is as follows: SCHEDULE OF LOSS BEFORE INCOME TAXES December 31, 2023 March 31, 2023 March 31, 2023 Nine months ended Fiscal years ended December 31, 2023 March 31, 2023 March 31, 2023 United States $ (6,173,000 ) $ (3,526,000 ) $ (261,000 ) Foreign (225,000 ) (82,000 ) 548,000 Loss before income taxes $ (6,398,000 ) $ (3,608,000 ) 287,000
SCHEDULE OF PROVISION FOR INCOME TAXES	The provision for income taxes for the nine months ended December 31, 2023, and fiscal years ended March 31, 2023, and 2022 is as follows: SCHEDULE OF PROVISION FOR INCOME TAXES December 31, 2023 March 31, 2023 March 31, 2023 Nine months ended Fiscal years ended December 31, 2023 March 31, 2023 March 31, 2022 Income tax provision: Current: Federal $ - $ 109,000 $ 63,000 State - - - Other - (5,000 ) - Hong Kong - 34,000 - Total current Federal and State $ - $ 138,000 $ 63,000 Deferred: Federal $ - $ 686,000 $ (60,000 ) State - 206,000 54,000 Total Deferred Federal and State - 892,000 (6,000 ) Total income tax provision $ - $ 1,030,000 $ 57,000
SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES	The Company’s net deferred tax assets as of December 31, 2023, and ended March 31, 2023 are as follows: SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES December 31, March 31, 2023 2023 NOL Federal Carryforward $ 1,291,000 $ 868,000 State NOL Carryforward 470,000 341,000 Inventory differences to inventory valuation 1,173,000 623,000 Stock option compensation expense 159,000 184,000 Right of use liability 1,022,000 118,000 Business interest limitation 151,000 138,000 Allowance for doubtful accounts 45,000 43,000 Reserve for estimated returns 384,000 89,000 Accrued vacation 7,000 14,000 Total 4,702,000 2,418,000 Less: valuation allowance (3,600,000 ) (2,104,000 ) Net deferred tax asset 1,102,000 314,000 Depreciable and amortizable assets (67,000 ) (134,000 ) ROU Asset (1,000,000 ) (111,000 ) Prepaid expenses (35,000 ) (69,000 ) Net deferred tax liability (1,102,000 ) (314,000 ) Total $ - $ -
SCHEDULE OF TAX PROVISION	The actual tax provision differs from the “expected” tax for the nine-month transition period ended December 31, 2023, and the years ended March 31, 2023, and 2022 (computed by applying the U.S. Federal Corporate tax rate of 21 percent to income before taxes) as follows: SCHEDULE OF TAX PROVISION December 31, 2023 March 31, 2023 March 31, 2022 Statutory federal tax rate $ (1,344,000 ) $ (758,000 ) $ 60,000 Stater tax rate (326,000 ) (174,000 ) 14,000 Permanent differences 15,000 13,000 10,000 Permanent difference in ERC income - (99,000 ) - Tax rate differential on foreign earnings 59,000 21,000 (84,000 ) Expiration of net operating loss carryforward 89,000 - - Change in valuation allowance 1,495,000 2,026,000 55,000 Other 12,000 1,000 2,000 Tax provision $ - $ 1,030,000 $ 57,000

SUPPLEMENTAL INFORMATION COND_2

SUPPLEMENTAL INFORMATION CONDENSED FINANCIAL INFORMATION (Tables)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2023
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS	SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS December 31, 2023 December 31, 2022 Nine Months Ended December 31, 2023 December 31, 2022 (unaudited) Net Sales $ 29,198,000 $ 35,916,000 Cost of Goods Sold 23,008,000 27,481,000 Gross Profit 6,190,000 8,435,000 Operating Expenses 12,333,000 9,986,000 (Loss) Income from Operations (6,143,000 ) (1,551,000 ) Other (Expenses) Income (255,000 ) (574,000 ) (Loss) Income Before Income Tax Benefit (6,398,000 ) (2,125,000 ) Income Tax Benefit (Loss) - 472,000 Net (Loss) Income $ (6,398,000 ) $ (1,653,000 ) Loss per Common Share Basic and Diluted (1.32 ) (0.61 ) Weighted Average Common and Common Equivalent Shares: Weighted Average Common and Common Equivalent Shares: Basic and Diluted 4,864,540 2,699,210
Income Statement [Abstract]
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS	SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS December 31, 2023 December 31, 2022 For the Nine Months Ended December 31, 2023 December 31, 2022 (unaudited) Cash flows from operating activities Net loss $ (6,398,000 ) $ (1,653,000 ) Adjustments to reconcile net loss to net cash used in operating activities: 1,305,000 (73,000 ) Changes in operating assets and liabilities: 5,504,000 (538,000 ) Net cash provided by (used in) operating activities 411,000 (2,264,000 ) Cash flows from investing activities Net cash used in investing activities (14,000 ) (149,000 ) Cash flows from financing activities Net cash provided by financing activities 3,411,000 2,917,000 Net change in cash 3,808,000 504,000 - - Cash at beginning of year 2,895,000 2,291,000 Cash at end of period $ 6,703,000 $ 2,795,000
Statement of Cash Flows [Abstract]
SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY Shares Amount Capital Receivable Deficit Total Common Stock Additional Paid in Subscriptions Accumulated Shares Amount Capital Receivable Deficit Total Balance at March 31, 2023 3,167,488 $ 32,000 $ 29,822,000 $ (6,000 ) $ (19,517,000 ) $ 10,331,000 Net loss - - - - (6,398,000 ) (6,398,000 ) Issuance of common stock, net of stock offering costs 3,250,573 32,000 3,497,000 - - 3,529,000 Stock based compensation - - 110,000 - - 110,000 Other - - - 6,000 - 6,000 Balance at December 31, 2023 6,418,061 $ 64,000 33,429,000 $ - $ (25,915,000 ) $ 7,578,000 Common Stock Additional Paid in Subscriptions Accumulated Shares Amount Capital Receivable Deficit Total Balance at March 31, 2022 1,221,209 $ 12,000 $ 24,903,000 $ - $ (14,879,000 ) $ 10,036,000 Balance, value 1,221,209 $ 12,000 $ 24,903,000 $ - $ (14,879,000 ) $ 10,036,000 Net loss - - - - (1,653,000 ) (1,653,000 ) Issuance of common stock and warrants, net of stock offering costs 1,909,519 19,000 4,489,000 - - 4,508,000 Stock based compensation 15,803 - 307,000 - - 307,000 Other 1,688 - $ (1,000 ) - $ 1,000 - Balance at December 31, 2022 (unaudited) 3,148,219 $ 31,000 29,698,000 $ - $ (16,531,000 ) $ 13,198,000 Balance, value 3,148,219 $ 31,000 29,698,000 $ - $ (16,531,000 ) $ 13,198,000
Semi Cab Inc [Member]
Statement of Stockholders' Equity [Abstract]
SCHEDULE OF ESTIMATED USEFUL LIVES		SCHEDULE OF ESTIMATED USEFUL LIVES Years Property and Equipment 3 5

NOTES PAYABLE AND FINANING AR_2

NOTES PAYABLE AND FINANING ARRANGEMENTS (Tables)	12 Months Ended
NOTES PAYABLE AND FINANING ARRANGEMENTS (Tables)	Dec. 31, 2023
Semi Cab Inc [Member]
SCHEDULE OF SPECIFIC TERMS	Beginning in July of 2021, and ending in May of 2023, the Company entered into a total of six shareholder loan agreements with a total of three shareholders. These notes are all unsecured with limited rights of recourse. The specific terms of each note are summarized on the table below. SCHEDULE OF SPECIFIC TERMS Date Maturity Holder Principal Rate Accrued Interest Current Balance 7/10/2021 7/10/2026 Ajesh Kapoor $ 150,000.00 9.0 % $ 36,838.36 $ 186,838.36 8/27/2021 8/26/2026 Ajesh Kapoor $ 235,000.00 9.0 % $ 54,932.05 $ 289,932.05 4/17/2023 10/16/2023 Vivek Sehgal $ 50,000.00 10.0 % $ 4,794.52 $ 54,794.52 5/5/2023 5/4/2024 Ajesh Kapoor $ 50,000.00 10.0 % $ 4,547.95 $ 54,547.95 5/8/2023 5/7/2024 Jagan Reddy $ 50,000.00 10.0 % $ 4,506.85 $ 54,506.85 5/17/2023 5/16/2024 Ajesh Kapoor $ 165,000.00 10.0 % $ 14,465.75 $ 179,465.75

STOCKHOLDERS_ EQUITY (Tables)

STOCKHOLDERS’ EQUITY (Tables)	12 Months Ended
STOCKHOLDERS’ EQUITY (Tables)	Dec. 31, 2023
Semi Cab Inc [Member]
SCHEDULE OF STOCK OPTION ISSUED DURING THE YEAR DECEMBER 31, 2020, 2021 AND 2022	During the years ended Dember 31, 2020, 2021 and 2022 the Company issued the following stock options, as shown below. No options were issued in 2023 or 2024. SCHEDULE OF STOCK OPTION ISSUED DURING THE YEAR DECEMBER 31, 2020, 2021 AND 2022 Holder Granted Shares Outstanding Awards Grant Date Exercise Price Vesting Start Date Vested Outstanding Unvested Date Fully Vested Board Approval Date Expiration Date Sudhir Narasimhamurthy 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhir Narasimhamurthy 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Sudhir Narasimhamurthy 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Kadandale Srinivas Sudheer 600,000 600,000 09-29-2020 $ 0.06 09-29-2020 600,000 0 09-29-2023 09-28-2020 09-28-2030 Kadandale Srinivas Sudheer 100,000 100,000 08-12-2021 $ 0.06 09-01-2021 66,666 33,334 09-01-2025 08-12-2021 08-11-2031 Kadandale Srinivas Sudheer 50,000 50,000 05-02-2022 $ 0.05 05-02-2022 25,000 25,000 05-02-2026 05-02-2022 05-01-2032 Vivek Sehgal 4,000,000 4,000,000 09-29-2020 $ 0.06 09-29-2020 4,000,000 0 09-29-2023 09-28-2020 09-28-2030 Vivek Sehgal 200,000 200,000 08-12-2021 $ 0.06 09-01-2021 133,333 66,667 09-01-2025 08-12-2021 08-11-2031 Vivek Sehgal 100,000 100,000 05-02-2022 $ 0.05 05-02-2022 50,000 50,000 05-02-2026 05-02-2022 05-01-2032 Rajiv Saxena 100,000 100,000 09-29-2020 $ 0.06 09-29-2020 100,000 0 09-29-2023 09-28-2020 09-28-2030 Harsha Bhat 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Harsha Bhat 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Harsha Bhat 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Jagan Reddy 4,000,000 4,000,000 09-29-2020 $ 0.06 09-29-2020 4,000,000 0 09-29-2023 09-28-2020 09-28-2030 Jagan Reddy 200,000 200,000 08-12-2021 $ 0.06 09-01-2021 133,333 66,667 09-01-2025 08-12-2021 08-11-2031 Jagan Reddy 100,000 100,000 05-02-2022 $ 0.05 05-02-2022 50,000 50,000 05-02-2026 05-02-2022 05-01-2032 Siddayya S Ganjal 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Siddayya S Ganjal 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Siddayya S Ganjal 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Sunil Arora 90,000 0 09-29-2020 $ 0.06 09-29-2020 0 0 09-29-2023 09-28-2020 09-28-2030 Rajiv Virmani 500,000 500,000 09-29-2020 $ 0.06 09-29-2020 500,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhindra Shenoy 180,000 180,000 09-29-2020 $ 0.06 09-29-2020 180,000 0 09-29-2023 09-28-2020 09-28-2030 Sudhindra Shenoy 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Sudhindra Shenoy 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Antony Sunil 90,000 90,000 09-29-2020 $ 0.06 09-29-2020 90,000 0 09-29-2023 09-28-2020 09-28-2030 Antony Sunil 50,000 50,000 08-12-2021 $ 0.06 09-01-2021 33,333 16,667 09-01-2025 08-12-2021 08-11-2031 Antony Sunil 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Tuleeka Nandy 15,000 0 08-12-2021 $ 0.06 09-01-2021 0 0 09-01-2025 08-12-2021 08-11-2031 Tuleeka Nandy 15,000 15,000 05-02-2022 $ 0.05 05-02-2022 7,500 7,500 05-02-2026 05-02-2022 05-01-2032 Robel Atnafu 5,000 0 08-12-2021 $ 0.06 09-01-2021 0 0 09-01-2025 08-12-2021 08-11-2031 Guy Primus 360,000 360,000 08-12-2021 $ 0.06 09-01-2021 240,000 120,000 09-01-2025 08-12-2021 08-11-2031 Samartha Gowda 15,000 15,000 05-02-2022 $ 0.05 05-02-2022 7,500 7,500 05-02-2026 05-02-2022 05-01-2032 Alexandra Aiello 2,500 2,500 05-02-2022 $ 0.05 05-02-2022 1,250 1,250 05-02-2026 05-02-2022 05-01-2032 Stephen Cabral 5,000 0 05-02-2022 $ 0.05 05-02-2022 0 0 05-02-2026 05-02-2022 05-01-2032 Jonah Petit-Perrin 2,500 2,500 05-02-2022 $ 0.05 05-02-2022 1,250 1,250 05-02-2026 05-02-2022 05-01-2032 Bryan Nella 25,000 25,000 05-02-2022 $ 0.05 05-02-2022 12,500 12,500 05-02-2026 05-02-2022 05-01-2032 Mark Sink 25,000 25,000 05-16-2022 $ 0.05 05-16-2022 12,500 12,500 05-16-2026 05-02-2022 05-15-2032 Koustav Choudhuri 17,000 17,000 05-16-2022 $ 0.05 05-16-2022 8,500 8,500 05-16-2026 05-02-2022 05-15-2032 Total 11,712,000 11,597,000

SAFE PRIVATE PLACEMENTS (Tables

SAFE PRIVATE PLACEMENTS (Tables) - Semi Cab Inc [Member]	12 Months Ended
SAFE PRIVATE PLACEMENTS (Tables) - Semi Cab Inc [Member]	Dec. 31, 2023
SCHEDULE OF FIRST TRANCHE OF SUBSCRIPTIONS	The table below summarizes the first tranche of subscriptions, all with the same terms and conditions. SCHEDULE OF FIRST TRANCHE OF SUBSCRIPTIONS ID Convertible Holder Name Principal Issue Date Valuation Cap Converted Date SAFE-1 Ardhendu Haldar $ 250,000 10-25-2018 $ 10,000,000 12-25-2020 SAFE-38 Praveen Kaza $ 100,000 10-25-2018 $ 13,000,000 12-25-2020 SAFE-41 Kurt W Mattson $ 50,000 03-27-2019 $ 20,000,000 12-25-2020 SAFE-42 Wendy A Thompson $ 50,000 03-27-2019 $ 20,000,000 12-25-2020 SAFE-44 Sonata Software North America Inc $ 468,041 02-24-2020 $ 10,000,000 12-25-2020 SAFE-43 THE IRA CLUB F/B/O RANJU MAHESHWARI ROTH IRA 2000201 $ 25,000 06-15-2020 $ 10,000,000 12-25-2020 Total $ 943,041
SUMMARY OF TERMINATED IMMEDIATELY AFTER CLOSING OF THE TRANSACTION	The table below summarizes the remaining 44 SAFE Agreements, all of which are expected to terminated immediately after closing of the Transaction. SUMMARY OF TERMINATED IMMEDIATELY AFTER CLOSING OF THE TRANSACTION ID Convertible Holder Name Principal Issue Date Valuation Cap SAFE-40 Sunil Bhatia $ 250,000 08-12-2021 $ 15,000,000 SAFE-39 Pallav Gupta $ 15,000 08-12-2021 $ 15,000,000 SAFE-10 The Bhardwaj 2003 Revocable Trust $ 200,000 12-31-2021 $ 35,000,000 SAFE-11 Praveen Kaza $ 50,000 12-31-2021 $ 35,000,000 SAFE-12 Pallav Gupta $ 20,000 12-31-2021 $ 35,000,000 SAFE-13 Amit and Anju Bhardwaj $ 50,000 12-31-2021 $ 35,000,000 SAFE-14 Komal Bajaj $ 50,000 12-31-2021 $ 35,000,000 SAFE-15 Goel Trust, Dated Aug 2, 2000 $ 100,000 12-31-2021 $ 35,000,000 SAFE-16 Sanjiva Singh $ 100,000 12-31-2021 $ 35,000,000 SAFE-17 Rajeev Agarwal $ 25,000 12-31-2021 $ 35,000,000 SAFE-18 Sanyogita and Sunil Gupta $ 25,000 12-31-2021 $ 35,000,000 SAFE-19 SEM Gaingels Fund I, a series of JMWTX Investments, LP $ 300,279 12-31-2021 $ 35,000,000 SAFE-2 FVI Fund LLC $ 50,000 12-31-2021 $ 35,000,000 SAFE-20 JWass PT Investors, LP - B2 $ 10,000 12-31-2021 $ 35,000,000 SAFE-21 Medhavi Gupta $ 20,000 12-31-2021 $ 35,000,000 SAFE-22 Sundeep Sibal $ 50,000 12-31-2021 $ 35,000,000 SAFE-24 Jolly Gupta $ 35,000 12-31-2021 $ 35,000,000 SAFE-3 Ashutosh Malaviya $ 50,000 12-31-2021 $ 35,000,000 SAFE-4 Consensia Inc $ 50,000 12-31-2021 $ 35,000,000 SAFE-45 Atula Sibal $ 50,000 12-31-2021 $ 35,000,000 SAFE-6 Ajay Bhatnagar $ 100,000 12-31-2021 $ 35,000,000 SAFE-7 Pankaj Sinha $ 50,000 12-31-2021 $ 35,000,00 SAFE-8 Bakulesh Adya $ 35,000 12-31-2021 $ 35,000,000 SAFE-9 Alok Mahajan $ 50,000 12-31-2021 $ 35,000,000 SAFE-5 BANSAL GARG FAMILY TRUST AMIT BANSAL TRTEE KARUNA GARG TRTEE U/A 11/07/2017 $ 100,000 12-31-2021 $ 35,000,000 SAFE-25 Disrupt Fund XVIII, LLC $ 50,000 01-24-2022 $ 35,000,000 SAFE-26 Ajatshatru and Manju Dhawal $ 25,000 01-31-2022 $ 35,000,000 SAFE-27 Mrityunjay Dhawal $ 25,000 01-31-2022 $ 35,000,000 SAFE-28 You Sexy Dawg, LLC $ 50,000 01-31-2022 $ 35,000,000 SAFE-29 Elisa deLaet $ 25,000 01-31-2022 $ 35,000,000 SAFE-30 Ardhendu Haldar $ 100,000 02-28-2022 $ 35,000,000 SAFE-31 Suzanne and Tom Lambert $ 250,000 02-28-2022 $ 35,000,000 SAFE-32 Nidus Capital Holdings, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-33 Compelling Natural Health II, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-34 Birch Hill Capital Group, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-35 Ingrid P. Maes as Trustee of The IPM Irrevocable Trust dated September 1, 2022 $ 250,000 02-28-2022 $ 35,000,000 SAFE-36 Nattoceuticals, LLC $ 250,000 02-28-2022 $ 35,000,000 SAFE-37 Pallav Gupta $ 60,000 02-28-2022 $ 35,000,000 SAFE-46 Gaingels Semicab LLC $ 130,500 03-21-2023 $ 35,000,000 SAFE-50 Pankaj Sinha $ 50,000 04-04-2023 $ 35,000,000 SAFE-48 Lucy Holifield $ 70,000 04-14-2023 $ 35,000,000 SAFE-47 Corvus Albus LLC $ 100,000 04-19-2023 $ 35,000,000 SAFE-49 David Friedland $ 50,000 04-19-2023 $ 35,000,000 SAFE-51 Kapil K Gupta $ 25,000 04-22-2023 $ 35,000,000 TOTAL $ 4,095,779

RECENT DEVELOPMENTS (Details Na

RECENT DEVELOPMENTS (Details Narrative)										2 Months Ended	3 Months Ended			9 Months Ended				12 Months Ended
RECENT DEVELOPMENTS (Details Narrative)	Oct. 25, 2024 USD ($)	Oct. 22, 2024 USD ($) $ / shares shares	Oct. 17, 2024 USD ($)	Sep. 25, 2024 USD ($)	Jul. 03, 2024 shares	Jun. 26, 2024 USD ($)	Nov. 20, 2023 USD ($) $ / shares shares	Aug. 23, 2023 USD ($) ft²	Feb. 15, 2023 USD ($)	Nov. 18, 2024 USD ($) shares	Sep. 30, 2024 USD ($) $ / shares shares	Jun. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Dec. 31, 2022 USD ($)	Mar. 31, 2023 USD ($) $ / shares shares	Nov. 01, 2024 $ / shares shares	Mar. 28, 2024 USD ($)	Oct. 14, 2022 USD ($)
Legal and administrative expenses																$ 215,000
Written off												$ 3,878,000
Lease payments											$ 45,000		$ 363,000	$ 136,000	$ 858,000	868,000		$ 960,000
Gain loss on termination of operating lease											$ 3,874,000			$ (4,000)
Shares issued \| shares											11,079,678			11,079,678	6,418,061			3,167,489
Shares outstanding \| shares											9,752,755			9,752,755	6,418,061			3,167,489
Common stock, par value \| $ / shares											$ 0.01			$ 0.01	$ 0.01			$ 0.01
Revolving Credit Facility [Member]
Revolving credit facility											$ 0			$ 0						$ 2,000,000	$ 15,000,000
Private Placement [Member]
Number of stock sold, value							$ 2,000,000
Legal and administrative expenses																	$ 400,000
Number of shares sold \| shares							2,198,000
Proceeds from sale of equity							$ 1,900,000
Commmon stock share per share \| $ / shares							$ 0.91
Transaction fees							$ 100,000
ATM Offering [Member]
Number of stock sold, value									$ 1,800,000
Proceeds from sale of equity															$ 1,654,000			$ 36,000
Semi Cab LLC [Member]
Number of shares sold \| shares					320,903
Semi Cab LLC [Member]
Membership percentage					20%
Subsequent Event [Member]
Shares issued \| shares																			1,098,901
Shares outstanding \| shares																			1,098,901
Common stock, par value \| $ / shares																			$ 0.01
Subsequent Event [Member] \| Revolving Credit Facility [Member]
Revolving credit facility																				2,000,000
At The Market Sales Agreement [Member] \| Common Stock [Member]
Number of stock sold, value						$ 1,100,000
Legal and administrative expenses						30,000
Number of shares sold \| shares											1,673,077			1,673,077
Proceeds from sale of equity											$ 1,489,000			$ 1,489,000
Brokerage commissions and administrative fees											189,000			189,000
At The Market Sales Agreement [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Number of shares sold \| shares										2,162,423
Proceeds from sale of equity										$ 1,372,000
Brokerage commissions and administrative fees										$ 42,000
At The Market Sales Agreement Amendment One [Member] \| Common Stock [Member]
Number of stock sold, value						2,020,000
At The Market Sales Agreement Amendment Two [Member] \| Common Stock [Member]
Number of stock sold, value						$ 3,100,000
Asset Purchase Agreement [Member]
Shares purchase \| shares					641,806
Lease Agreement [Member]
Lease space \| ft²								10,000
Lease term								15 years
Initial base rent								$ 30,000
Settlement Agreement [Member]
Lease payments				$ 250,000
periodic lease payments				$ 150,000
Gain loss on termination of operating lease											$ 3,874,000			4,000
Lease settlement expense														$ 250,000
Settlement Agreement [Member] \| Subsequent Event [Member]
periodic lease payments	$ 100,000
Securities Purchase Agreement [Member] \| Subsequent Event [Member]
Number of stock sold, value		$ 2,000,000
Number of shares sold \| shares		2,300,000
Proceeds from sale of equity		$ 2,000,000
Common stock, par value \| $ / shares		$ 0.01
Securities Purchase Agreement [Member] \| Subsequent Event [Member] \| Private Placement [Member]
Number of shares sold \| shares		2,299,998
Secured note principal amount		$ 2,352,941
Proceeds from private placement		2,000,000
Private placement issue discount		$ 352,941
Loan Agreement [Member] \| Revolving Credit Facility [Member]
Revolving credit facility																				$ 2,000,000
Loan Agreement [Member] \| Subsequent Event [Member] \| Revolving Credit Facility [Member]
Credit facility termination fee			$ 40,000
Stock Repurchase Agreement [Member]
Shares issued \| shares																			1,098,901
Shares outstanding \| shares																			1,098,901
Common stock, par value \| $ / shares																			$ 0.01

LIQUIDITY, GOING CONCERN AND _2

LIQUIDITY, GOING CONCERN AND MANAGEMENT PLANS (Details Narrative) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Jun. 30, 2023	May 18, 2023	Mar. 31, 2023	Dec. 31, 2022
Stockholders equity	$ 2,739,000	$ (872,000)	$ 7,578,000	$ 9,678,000	$ 9,544,000			$ 13,198,000
Cash and cash equivalents	621,000		6,703,000
Working capital deficit	2,082,000					$ 1,000,000
Accumulated losses	(33,206,000)		(25,915,000)				$ (19,517,000)
Semi Cab Inc [Member]
Accumulated losses			(8,139,000)					(5,992,000)
Retained Earnings [Member]
Stockholders equity	$ (33,206,000)	$ (34,401,000)	(25,915,000)	$ (21,879,000)	$ (21,977,000)			$ (16,531,000)
Retained Earnings [Member] \| Semi Cab Inc [Member]
Accumulated losses			$ 4,814,000

SCHEDULE OF CONSIDERATION TRANS

SCHEDULE OF CONSIDERATION TRANSFERRED TO THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Jul. 03, 2024	Sep. 30, 2024	Dec. 31, 2023
Asset Acquisition [Line Items]
Estimated Goodwill		$ 3,354,000
Semi Cab Inc [Member]
Asset Acquisition [Line Items]
Cash and Cash Equivalents	$ 17,000
Accounts receivable	193,000
Prepaid expenses and other current assets	13,000
Property and equipment, net	3,000
Other Non-Current Operating Assets, Net	14,000
Customer Relationships (9 year estimated useful life)	747,000
Trade Name (9 year estimated useful life)	272,000
Developed Technology (6 year estimated useful life)	381,000
Accounts payable and accrued expenses	(2,680,000)
Loans payable Merchant Cash Advances (MCA)	(631,000)
Note payable	(50,000)
Notes payable Related Parties	(650,000)
Net assets acquired	(2,371,000)
Estimated Goodwill	3,354,000
Semi Cab Inc [Member]
Asset Acquisition [Line Items]
Equity consideration	494,000
Fair value of non-controlling interest	74,000
Total Equity Consideration	568,000
Debt Extinguishment	415,000
Total consideration	$ 983,000

SCHEDULE OF CONSIDERATION TRA_2

SCHEDULE OF CONSIDERATION TRANSFERRED TO THE ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) (Parenthetical)	Jul. 03, 2024
Customer Relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Trade Names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	9 years
Developed Technology Rights [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Finite-Lived Intangible Asset, Useful Life	6 years

SCHEDULE OF PRO FORMA FINANCIAL

SCHEDULE OF PRO FORMA FINANCIAL INFORMATION (Details) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Net revenue	$ 16,831,000	$ 26,848,000
Operating loss from continuing operations	(8,093,000)	(6,187,000)
Net loss	$ (8,451,000)	$ (7,164,000)

ASSET ACQUISITION (Details Narr

ASSET ACQUISITION (Details Narrative) - USD ($)		9 Months Ended
ASSET ACQUISITION (Details Narrative) - USD ($)	Jul. 03, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022
Identifiable intangible assets including goodwill	$ 4,754,000
Non-controlling interest at fair value	$ 74,000
Royalty rate	0.50%
Discount on royalty rate	33%
Royalty term	9 years
Discount rate for weighted average cost	33%
Increase decrease in operating capital		$ (5,504,000)	$ 265,000	$ 538,000
Legal fees			$ 215,000
Stock issued during period shares acquisitions			50,000
Minimum [Member]
Growth rate of development of new business	8%
Maximum [Member]
Growth rate of development of new business	20%
Semi Cab LLC [Member]
Seller Consideration share	320,903
Semi Cab Inc [Member]
Asset acquisition purchase price consideration	$ 983,000
Semi Cab LLC [Member]
Ownership percentage	20%
Semi Cab Inc [Member]
Ownership percentage	20%
Algorhythm Holdings Inc [Member]
Ownership percentage	80%
Asset Purchase Agreement [Member]
Shares purchase	641,806
Purchase of assets value	$ 494,000
Employment Agreements [Member] \| 2024 [Member] \| Ajesh Kapoor [Member]
Salaries and wages	140,000
Employment Agreements [Member] \| 2024 [Member] \| Vivek Sehgal Kapoor [Member]
Salaries and wages	105,000
Employment Agreements [Member] \| 2025 [Member] \| Ajesh Kapoor [Member]
Salaries and wages	240,000
Employment Agreements [Member] \| 2025 [Member] \| Vivek Sehgal Kapoor [Member]
Salaries and wages	210,000
Employment Agreements [Member] \| Subsequent Years [Member] \| Ajesh Kapoor [Member]
Salaries and wages	300,000
Employment Agreements [Member] \| 2026 [Member] \| Vivek Sehgal Kapoor [Member]
Salaries and wages	240,000
Employment Agreements [Member] \| 2027 [Member] \| Vivek Sehgal Kapoor [Member]
Salaries and wages	270,000
Employment Agreements [Member] \| 2028 [Member] \| Vivek Sehgal Kapoor [Member]
Salaries and wages	$ 300,000

FINANCING (Details Narrative)

FINANCING (Details Narrative) - USD ($)

3 Months Ended

9 Months Ended

12 Months Ended

Oct. 17, 2024

May 08, 2024

Mar. 28, 2024

Mar. 22, 2024

May 18, 2023

Oct. 14, 2022

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

Dec. 31, 2022

Mar. 31, 2023

Mar. 31, 2022

Oct. 24, 2024

Aug. 30, 2023

Jun. 16, 2020

Line of Credit Facility [Line Items]

Credit agreement term

12 months

Amortization of deferred financing costs

$ 47,000

$ 45,000

Interest expenses

28,000

$ 19,000

33,000

Amount outstanding for Agile Capital Funding,LLC

$ 303,000

Amortization expense

215,000

18,000

39,000

Credit and Security Agreements [Member]

Line of Credit Facility [Line Items]

Interest expenses

$ 400,000

$ 500,000

Amortization expense

$ 0

$ 8,000

Subsequent Event [Member]

Line of Credit Facility [Line Items]

Initial amount borrowed

$ 2,352,941

Effective Interest rate

15%

Agile Capilal Fundingllc [Member]

Line of Credit Facility [Line Items]

Initial amount borrowed

$ 315,000

Net proceeds from short term debt

300,000

Stipulated periodic payment of short term debt

16,200

Total short term debt to be repaid

$ 453,600

Effective Interest rate

15%

Amount outstanding for Agile Capital Funding,LLC

146,500

Cedar Advancellc [Member]

Line of Credit Facility [Line Items]

Initial amount borrowed

$ 215,000

Net proceeds from short term debt

204,250

Stipulated periodic payment of short term debt

11,133

Total short term debt to be repaid

$ 311,750

Effective Interest rate

18%

Amount outstanding for Agile Capital Funding,LLC

156,920

Semi Cab Investor [Member]

Line of Credit Facility [Line Items]

Initial amount borrowed

$ 50,000

Effective Interest rate

10%

Revolving Credit Facility [Member]

Line of Credit Facility [Line Items]

Line of credit facility, maximum borrowing amount

$ 2,000,000

$ 15,000,000

The Prime Rate

2.50%

Interest expense

24,000

66,000

Credit agreement term

2 years

Revolving credit facility terminated date

Nov. 28, 2026

Nov. 17, 2023

Percentage of exit fee

Exit fee payable on termination of contract

$ 40,000

Costs associated with line of credit

$ 254,000

Amortization of deferred financing costs

$ 21,000

$ 63,000

Base rates of loan description

(a) the Prime Rate plus 0.50% or (b) the Secured Overnight Financing Rate (“SOFR”) 30-day term rate plus 3%, subject to a minimum of 0.050% in either case.

Interest expenses

$ 19,000

$ 59,000

Revolving Credit Facility [Member] | Two Year Credit and Security Agreement [Member]

Line of Credit Facility [Line Items]

Line of credit facility, maximum borrowing amount

$ 2,500,000

Revolving Credit Facility [Member] | Two-Year Loan and Security Agreement [Member]

Line of Credit Facility [Line Items]

Line of credit facility, maximum borrowing amount

$ 10,000,000

Revolving Credit Facility [Member] | Subsequent Event [Member]

Line of Credit Facility [Line Items]

Line of credit facility, maximum borrowing amount

$ 2,000,000

Credit agreement term

2 years

Revolving credit facility terminated date

Nov. 28, 2026

Percentage of exit fee

The Prime Rate

2.50%

Revolving Credit Facility [Member] | Maximum [Member]

Line of Credit Facility [Line Items]

The Prime Rate

10%

Revolving Credit Facility [Member] | Related Party [Member]

Line of Credit Facility [Line Items]

Due from Oxford Bank

$ 22,000

Revolving Loan Amendment [Member]

Line of Credit Facility [Line Items]

Line of credit facility, maximum borrowing amount

$ 5,000,000

$ 2,000,000

SCHEDULE OF LOAN (Details)

SCHEDULE OF LOAN (Details) - USD ($)	9 Months Ended
SCHEDULE OF LOAN (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	May 18, 2023
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Interest Rate, Stated Percentage			17.97%
Ajesh Kapoor One [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Issuance Date	Jul. 10, 2021
Debt Instrument, Maturity Date	Jul. 10, 2026
Debt Instrument, Interest Rate, Stated Percentage	9%
Amount due as of September 30, 2024	$ 150,000
Ajesh Kapoor Two [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Issuance Date	Aug. 27, 2021
Debt Instrument, Maturity Date	Aug. 26, 2026
Debt Instrument, Interest Rate, Stated Percentage	9%
Amount due as of September 30, 2024	$ 235,000
Vivek Seghal [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Issuance Date	Apr. 17, 2023
Debt Instrument, Maturity Date	Oct. 13, 2023
Debt Instrument, Interest Rate, Stated Percentage	10%
Amount due as of September 30, 2024	$ 50,000
Ajesh Kapoor Three [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Issuance Date	May 05, 2023
Debt Instrument, Maturity Date	May 04, 2024
Debt Instrument, Interest Rate, Stated Percentage	10%
Amount due as of September 30, 2024	$ 50,000
Ajesh Kapoor Four [Member]
Defined Benefit Plan Disclosure [Line Items]
Debt Instrument, Issuance Date	May 17, 2023
Debt Instrument, Maturity Date	May 16, 2024
Debt Instrument, Interest Rate, Stated Percentage	10%
Amount due as of September 30, 2024	$ 165,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Amount due as of September 30, 2024	650,000
Less: Current portion of notes payable to related parties	265,000
Notes payable to related parties, net of current portion	$ 385,000

LOANS PAYABLE _ RELATED PARTI_3

LOANS PAYABLE – RELATED PARTIES (Details Narrative)	3 Months Ended	9 Months Ended
LOANS PAYABLE – RELATED PARTIES (Details Narrative)	Sep. 30, 2024 USD ($)	Sep. 30, 2024 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Accrued interest payable	$ 72,000	$ 72,000
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest expense	$ 28,000	$ 28,000

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Narrative) - USD ($)

3 Months Ended

9 Months Ended

10 Months Ended

12 Months Ended

13 Months Ended

Jan. 01, 2025

Oct. 01, 2024

Jul. 01, 2024

Jun. 03, 2024

May 28, 2024

May 20, 2024

May 18, 2024

May 08, 2024

Mar. 31, 2024

Mar. 22, 2024

Dec. 21, 2023

Jun. 21, 2023

May 18, 2023

Mar. 28, 2020

Sep. 30, 2024

Sep. 30, 2023

Sep. 30, 2024

Dec. 31, 2023

Sep. 30, 2023

Apr. 30, 2025

Mar. 31, 2023

Jun. 30, 2024

Dec. 31, 2022

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Working capital

$ 1,000,000

$ 2,082,000

Maturity date

12 months

Repayments of Debt

$ 91,667

Interest rate

17.97%

Component of accrued expenses

578,917

Operating lease expense

45,000

$ 279,000

444,000

$ 717,000

$ 762,000

$ 1,058,000

Other current liability

15,000

75,000

$ 99,000

Directors and Officers Liability Insurance [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Insurance liabilities

$ 5,000,000

Malpractice Insurance, Maximum Coverage Per Incident

$ 250,000

Subsequent Event [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Operating lease expense

$ 30,000

Blue Yonder Inc [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Component of accrued expenses

$ 509,119

Loss contingency estimate of possible loss per year

$ 100,000

Loss contingency estimate of possible loss value

300,000

Damages claimed

$ 275,000

Loss contingency damages awarded value

509,119

First milestone payment

$ 175,000

Blue Yonder Inc [Member] | Forecast [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Loss contingency damages awarded value

$ 509,119

Blue Yonder Inc [Member] | Subsequent Event [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Loss contingency damages awarded value

$ 225,000

Semi Cab Inc [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Repayments of Debt

$ 453,600

Other current liability

$ 45,000

$ 108,000

Dispute. amount

$ 93,000

Accrued, potential liability

$ 100,000

Semi Cab Inc [Member] | Service Contract And Agreement [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Damages claimed

$ 275,000

300,000

Other current liability

$ 225,000

Semi Cab Inc [Member] | Service Contract And Agreement [Member] | January 1, 2025 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Remaining settlement

509,119

Semi Cab Inc [Member] | Subsequent Event [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Repayments of Debt

$ 311,750

Settlement Sum [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments of litigation

$ 946,666

Initial Payment [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments of litigation

$ 25,000

Second Payment [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments of litigation

$ 75,000

Additional Payment [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments of litigation

$ 84,666

Per Year [Member] | Semi Cab Inc [Member] | Service Contract And Agreement [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Damages claimed

100,000

Two Separate Milestone Payment [Member] | Semi Cab Inc [Member] | Service Contract And Agreement [Member] | Due on July 1, 2024 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments for milestone

509,119

First Milestone Payment [Member] | Semi Cab Inc [Member] | Service Contract And Agreement [Member] | Due on July 1, 2024 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments for milestone

175,000

Second Milestone Payment [Member] | Semi Cab Inc [Member] | Service Contract And Agreement [Member] | October 1 2024 [Member]

Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]

Payments for milestone

$ 225,000

SCHEDULE OF SUPPLEMENTAL INFORM

SCHEDULE OF SUPPLEMENTAL INFORMATION RELATED TO LEASES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Operating Leases
Operating lease - right-of-use assets	$ 137,000	$ 3,926,000	$ 561,000
Liabilities
Current portion of operating leases	135,000	84,000	509,000
Operating lease liabilities, net of current portion		$ 3,925,000	$ 88,000

SCHEDULE OF LEASE TERM AND DISC

SCHEDULE OF LEASE TERM AND DISCOUNT RATE (Details) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023
Operating Leases
Operating lease expense as a component of general and administrative expenses	$ 45,000	$ 279,000	$ 444,000	$ 717,000	$ 762,000	$ 1,058,000
Supplemental cash flow information related to operating leases is as follows:
Operating cash flow paid for operating leases	$ 45,000	$ 363,000	$ 136,000	$ 858,000	$ 868,000	$ 960,000
Lease term and Discount Rate
Weighted average remaining lease term (months)	9 months 18 days	15 years 1 month 6 days	9 months 18 days	15 months	15 years 1 month 6 days	12 months 12 days
Weighted average discount rate	9%	12%	9%	12%	12%	6.50%

SCHEDULE OF OPERATING LEASE MIN

SCHEDULE OF OPERATING LEASE MINIMUM FUTURE PAYMENTS (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Operating Leases
2024 (remaining six months)	$ 46,000
2024	94,000	$ 269,000
Total minimum future payments	140,000	9,903,000
Less: interest	5,000	5,894,000
Total operating lease liabilities	135,000	4,009,000
2025		355,000
2026		529,000
2027		585,000
2028		610,000
Thereafter		7,555,000
Less: current portion of lease liabilities	135,000	84,000	$ 509,000
Operating lease liabilities, net of current portion		$ 3,925,000	$ 88,000

OPERATING LEASES (Details Narra

OPERATING LEASES (Details Narrative)

3 Months Ended

9 Months Ended

12 Months Ended

Sep. 25, 2024 USD ($)

Feb. 22, 2024 USD ($)

Feb. 22, 2024

Aug. 23, 2023 USD ($) ft²

Oct. 15, 2022 USD ($) ft²

Oct. 01, 2017 USD ($) ft²

Sep. 30, 2024 USD ($)

Sep. 30, 2023 USD ($)

Sep. 30, 2024 USD ($)

Dec. 31, 2023 USD ($)

Sep. 30, 2023 USD ($)

Mar. 31, 2023 USD ($)

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Operating lease payments

$ 45,000

$ 363,000

$ 136,000

$ 858,000

$ 868,000

$ 960,000

Operating Lease Agreement [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Lease space | ft²

10,000

1,890

6,500

Lease expiration, date

Aug. 22, 2038

Oct. 14, 2025

Mar. 31, 2024

Lease extension, description

the Company
executed a lease extension for 14 months effective April 1, 2024, and expires on May 31, 2025. The base rent on the extension is approximately
$10,000 per month subject to a 3% annual adjustment.

Operating lease payments

$ 250,000

Base rent payment

$ 30,000

$ 4,900

$ 9,950

Reimbursement for tenant improvements

$ 700,000

Operating Lease Agreement [Member] | Subsequent Event [Member]

Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]

Lease extension, description

the Company executed a lease extension for 14 months effective April 1, 2024, and expires on May 31, 2025. The base rent on the extension
is approximately $10,553 per month subject to a 3% annual adjustment.

Base rent payment

$ 10,553

ISSUANCE OF COMMON STOCK (Detai

ISSUANCE OF COMMON STOCK (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
ISSUANCE OF COMMON STOCK (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available to issued				165,469
Unrecognised expense	$ 50,000		$ 50,000	$ 122,000
Weighted average term			12 months	18 months
Vested options intrinsic value	0		$ 0	$ 0
Stock Issued During Period, Value, Restricted Stock Award, Gross			$ 774,528
Stock Issued During Period, Shares, Issued for Services			94,340
Stock Issued During Period, Value, New Issues	$ 1,489,000		$ 1,489,000	$ 3,529,000	$ 1,640,000	$ 4,508,000	$ 4,030,000	$ 4,950,000
General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Issued During Period, Value, New Issues			$ 478,000
2022 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share base compensation issued shares	150,943	0	150,943		0
Weighted average grant date fair value	$ 0.55		$ 0.55
Share base compensation forfeited shares	1,250	0	6,500		0
Number of shares available to issued	63,453		63,453
2022 Plan [Member] \| General and Administrative Expense [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity compensation	$ 101,000		$ 138,000

SCHEDULE OF WARRANTS EXPIRATION

SCHEDULE OF WARRANTS EXPIRATION (Details) - $ / shares	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of common warrants		902,113
Number of Common Warrants	902,113	902,113	902,113
Exercise Price Range One [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of common warrants	802,113	802,113
Warrant Exercise Price	$ 2.80	$ 2.80
Expiration Date	Sep. 15, 2026	Sep. 15, 2026
Exercise Price Range Two [Member]
Share-Based Payment Arrangement, Option, Exercise Price Range [Line Items]
Number of common warrants	100,000	100,000
Warrant Exercise Price	$ 5	$ 5
Expiration Date	May 23, 2027	May 23, 2027

WARRANTS (Details Narrative)

WARRANTS (Details Narrative) - shares	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Warrants
Class of Warrant or Right, Outstanding	902,113	902,113	902,113

SCHEDULE OF BASIC AND DILUTIVE

SCHEDULE OF BASIC AND DILUTIVE LOSS PER SHARE (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Loss per Common Share
Net income (loss) available to common stockholders	$ 1,195,000	$ 97,000	$ (7,292,000)		$ (5,348,000)
Weighted Average Number of Shares Outstanding, Diluted	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259	2,699,210	2,811,872	1,623,397
Earnings Per Share, Diluted	$ 0.13	$ 0.03	$ (0.99)	$ (1.32)	$ (1.44)	$ (0.61)	$ (1.65)	$ 0.14

COMPUTATION OF LOSS PER SHARE_2

COMPUTATION OF LOSS PER SHARE (Details Narrative) - shares	3 Months Ended		9 Months Ended			12 Months Ended
COMPUTATION OF LOSS PER SHARE (Details Narrative) - shares	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement, Option [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities	98,178	91,261	98,178	113,761	91,261	53,675	8,891
Warrant [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities			902,113		902,113
Common Stock Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities				902,113		902,113
Pre Funded Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities							561,111
Options and Warrants [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Potentially dilutive securities							56,000

INCOME TAXES (Details Narrative

INCOME TAXES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
INCOME TAXES (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Effective Income Tax Rate Reconciliation [Line Items]
Income Tax (benefit) provision					$ 1,502,000	$ (472,000)	$ 1,030,000	$ 57,000
Deferred tax asset valuation allowance				3,600,000			2,104,000
Internal Revenue Service (IRS) [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards				150,000
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards				6,149,000			4,131,000
State and Local Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carryforwards				$ 2,453,000			$ 2,238,000

SCHEDULE OF REVENUE BY PRODUCT

SCHEDULE OF REVENUE BY PRODUCT LINE (Details) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
SCHEDULE OF REVENUE BY PRODUCT LINE (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Revenue from External Customer [Line Items]
Total Net Sales	$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000	$ 39,299,000	$ 47,512,000
Classic Karaoke Machines [Member]
Revenue from External Customer [Line Items]
Total Net Sales	8,218,000	14,636,000	10,521,000		17,363,000
Licensed Products [Member]
Revenue from External Customer [Line Items]
Total Net Sales	180,000	36,000	377,000	549,000	32,000	95,000	1,645,000
Kids Youth Electronics [Member]
Revenue from External Customer [Line Items]
Total Net Sales	379,000	297,000	546,000	565,000	451,000	1,872,000	2,277,000
Microphones and Accessories [Member]
Revenue from External Customer [Line Items]
Total Net Sales	1,500,000	806,000	3,329,000	3,283,000	3,543,000	7,802,000	4,185,000
Music Subscriptions [Member]
Revenue from External Customer [Line Items]
Total Net Sales	218,000	156,000	588,000	612,000	550,000	674,000	536,000
Logistics Services [Member]
Revenue from External Customer [Line Items]
Total Net Sales	$ 127,000		$ 127,000
Karaoke Machines [Member]
Revenue from External Customer [Line Items]
Total Net Sales				$ 24,189,000		$ 28,856,000	$ 38,869,000

SCHEDULE OF SALES BY GEOGRAPHIC

SCHEDULE OF SALES BY GEOGRAPHICAL REGION (Details) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Net Sales	$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000	$ 39,299,000	$ 47,512,000
North America [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Net Sales	10,466,000	15,378,000	15,208,000	28,763,000	21,386,000	38,298,000	46,396,000
AUSTRALIA
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Net Sales	50,000	263,000	174,000	$ 205,000	263,000	$ 670,000	$ 679,000
Europe [Member]
Revenues from External Customers and Long-Lived Assets [Line Items]
Total Net Sales	$ 106,000	$ 290,000	$ 106,000		$ 290,000

REVENUE DISAGGREGATION (Details

REVENUE DISAGGREGATION (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
REVENUE DISAGGREGATION (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Segment Reporting [Abstract]
Co-op promotion incentives	$ 908,000	$ 1,637,000	$ 1,257,000	$ 2,600,000	$ 1,901,000		$ 2,300,000	$ 2,000,000
Estimated reserve co-op promotion incentives			1,833,000			$ 1,277,000
Reserve for sales returns	2,212,000		2,212,000	3,390,000		3,390,000	$ 900,000
Estimated costs of returns	$ 1,081,000		$ 1,081,000	$ 1,919,000		$ 1,919,000

CONCENTRATIONS OF CREDIT RISK_2

CONCENTRATIONS OF CREDIT RISK AND REVENUE (Details Narrative)		3 Months Ended		9 Months Ended				12 Months Ended
	Dec. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Republic of China [Member]
Concentration Risk [Line Items]
Debt instrument, description					the U.S. government-imposed tariffs of up to 25% on certain goods imported from China. All our products are manufactured and imported from China however, only our microphones are currently subject to a 7.5% tariff currently in place
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Three Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage				70%					79%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| Four Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage	82%				82%						53%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| 4 [Member] \| Semi Cab Inc [Member]
Concentration Risk [Line Items]
Concentration risk percentage								100%		100%
Sales Revenue [Member] \| Customer Concentration Risk [Member] \| Customer One [Member]
Concentration Risk [Line Items]
Concentration risk percentage		41%	28%	29%		44%
Sales Revenue [Member] \| Customer Concentration Risk [Member] \| Customers Two [Member]
Concentration Risk [Line Items]
Concentration risk percentage		20%	22%	27%		13%
Sales Revenue [Member] \| Customer Concentration Risk [Member] \| Customers Three [Member]
Concentration Risk [Line Items]
Concentration risk percentage		13%	21%	15%		12%
Sales Revenue [Member] \| Customer Concentration Risk [Member] \| Customers Four [Member]
Concentration Risk [Line Items]
Concentration risk percentage				10%
Sales Revenue [Member] \| Three Customers [Member] \| Customers concentration risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage					81%		77%		69%		72%
Sales Revenue [Member] \| Customers One [Member] \| Customers concentration risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage					48%		46%		48%		37%
Sales Revenue [Member] \| Customers Two [Member] \| Customers concentration risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage					21%		22%		21%		18%
Sales Revenue [Member] \| Customers Three [Member] \| Customers concentration risk [Member]
Concentration Risk [Line Items]
Concentration risk percentage					12%						17%
Purchases [Member] \| Geographic Concentration Risk [Member] \| Republic of China [Member]
Concentration Risk [Line Items]
Concentration risk percentage					100%				100%		100%
Revenue Benchmark [Member] \| Customer Concentration Risk [Member] \| 4 [Member] \| Semi Cab Inc [Member]
Concentration Risk [Line Items]
Concentration risk percentage								100%		100%

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended				12 Months Ended
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	Nov. 20, 2023	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Related Party Transaction [Line Items]
Revenue from related parties		$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000		$ 39,299,000	$ 47,512,000
Private Placement [Member]
Related Party Transaction [Line Items]
Number of stock sold, value	$ 2,000,000
Related Party [Member]
Related Party Transaction [Line Items]
Revenue from related parties		218,000	$ 156,000	567,000		$ 550,000
Stingray [Member]
Related Party Transaction [Line Items]
Revenue from related parties					600,000		$ 500,000	700,000	$ 500,000
Other receivables		157,000		157,000	269,000			218,000
S M C B [Member]
Related Party Transaction [Line Items]
Due to related parties		776,000		$ 776,000
S M C B [Member] \| Software and Software Development Costs [Member]
Related Party Transaction [Line Items]
Software support service		$ 422,000
AultAlliance Inc [Member]
Related Party Transaction [Line Items]
Other receivables								21,000
Ajesh Kapoor [Member] \| Semi Cab Inc [Member]
Related Party Transaction [Line Items]
Other receivables					$ 712,000		$ 385,000
Principal amount								$ 712,000

SUBSEQUENT EVENTS (Details Narr

SUBSEQUENT EVENTS (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended			12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Oct. 24, 2024	Oct. 22, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022	Nov. 01, 2024	Jul. 06, 2021
Subsequent Event [Line Items]
Share price											$ 10.50
Common stock par value			$ 0.01		$ 0.01	$ 0.01		$ 0.01
Common stock shares issued			11,079,678		11,079,678	6,418,061		3,167,489
Common stock shares outstanding			9,752,755		9,752,755	6,418,061		3,167,489
Co-op promotion incentives			$ 908,000	$ 1,637,000	$ 1,257,000	$ 2,600,000	$ 1,901,000	$ 2,300,000	$ 2,000,000
Income Tax Examination, Likelihood of Unfavorable Settlement						greater than 50% likelihood
Subsequent Event [Member]
Subsequent Event [Line Items]
Share price	$ 0.85
Common stock par value										$ 0.01
Percentage of purchasers right to participate on issuance company of common stock		20%
Percentage of gross proceeds		7%
Number of shares issued	2,300,000
Principal amount	$ 2,352,941
Net proceeds	2,000,000
Original issue discount	$ 352,941
Original issue discount percentage	15%
Interest accrued rate percentage	14%
Issuance date	Oct. 24, 2024
Common stock shares issued										1,098,901
Common stock shares outstanding										1,098,901
Subsequent Event [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Share price		$ 0.85
Common stock par value		$ 0.01
Number of share sold		2,300,000
Number of shares sold, value		$ 2,000,000
Net proceeds		$ 2,000,000

SUMMARY OF SIGNIFICANT ACCOUN_3

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Co-op promotion incentives	$ 908,000	$ 1,637,000	$ 1,257,000	$ 2,600,000	$ 1,901,000		$ 2,300,000		$ 2,000,000
Reserve for sales return				3,400,000		$ 3,400,000	900,000
Return assets				1,900,000		1,900,000	600,000
Shipping and handling expenses				600,000			500,000		$ 900,000
Prepaid expense	$ 867,000		$ 867,000	136,000		136,000	$ 351,000
Semi Cab Inc [Member]
Shipping and handling expenses						5,692,000		$ 10,057,000
Foreign financial institutions actual deposits				58,000		58,000		91,000
Prepaid expense				$ 5,000		5,000		8,000
Research and development costs						$ 842,000		$ 640,000

SCHEDULE OF PROPERTY AND EQUIPM

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 2,739,000	$ 3,019,000
Less: Accumulated depreciation		2,335,000	2,386,000
Property and equipment, net	$ 318,000	404,000	633,000
Computer and Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 404,000	497,000
Computer and Office Equipment [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		5 years
Computer and Office Equipment [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		7 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		7 years
Property and equipment, gross		$ 107,000	111,000
Warehouse Equipment [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		7 years
Property and equipment, gross			251,000
Molds and tooling [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross		$ 2,228,000	$ 2,160,000
Molds and tooling [Member] \| Minimum [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		3 years
Molds and tooling [Member] \| Maximum [Member]
Property, Plant and Equipment [Line Items]
Average useful life (in years)		5 years

PROPERTY AND EQUIPMENT (Details

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	9 Months Ended			12 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Depreciation	$ 159,000	$ 287,000	$ 289,000		$ 228,000		$ 246,000
Semi Cab Inc [Member]
Depreciation				$ 1,000		$ 2,000

SUMMARY OF STOCK OPTION ACTIVIT

SUMMARY OF STOCK OPTION ACTIVITY (Details) - Equity Option [Member] - $ / shares		9 Months Ended		12 Months Ended
		Dec. 31, 2023		Mar. 31, 2023		Mar. 31, 2022		Mar. 31, 2021
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Number of Options, Balance at beginning of period		161,427	[1]	56,343	[1]	56,010
Weighted Average Exercise Price, Balance at beginning of period		$ 7.90	[1]	$ 9.90	[1]	$ 9.90
Weighted Average contractual life		4 years 2 months 12 days	[1]	6 years 7 months 6 days		4 years 1 month 6 days		5 years 4 months 24 days
Number of Options, Granted				107,752		3,667
Weighted Average Exercise Price, Granted				$ 6.83		$ 7.80
Number of Options, Exercised						(2,667)
Weighted Average Exercise Price, Exercised						$ 5.40
Number of Options, Forfeited		(47,666)		(2,668)		(667)
Weighted Average Exercise Price, Forfeited		$ 7.48		$ 5.63		$ 3.60
Number of Options, Balance at end of period		113,761	[1]	161,427	[1]	56,343	[1]	56,010
Weighted Average Exercise Price, Balance at end of period		$ 8.08	[1]	$ 7.90	[1]	$ 9.90	[1]	$ 9.90
Weighted Average contractual life	[1]			6 years 7 months 6 days		4 years 1 month 6 days
Number of Options, exercisable at end of period		91,261		53,675		52,667
Weighted Average Exercise Price, Options exercisable at end of period		$ 8.06		$ 9.90		$ 9.90

[1]Total number of options outstanding as of December 31, 2023, includes 23,343 56,668 33,750

SCHEDULE OF EMPLOYEE STOCK OPTI

SCHEDULE OF EMPLOYEE STOCK OPTIONS OUTSTANDING (Details) (Parenthetical)	Dec. 31, 2023 shares
Six Current And Three Former Directors [Member]
Option issued	23,343
Officer [Member]
Option issued	56,668
Employees [Member]
Option issued	33,750

SCHEDULE OF BASIC AND DILUTIV_2

SCHEDULE OF BASIC AND DILUTIVE SHARES (Details) - shares	3 Months Ended		9 Months Ended				12 Months Ended
SCHEDULE OF BASIC AND DILUTIVE SHARES (Details) - shares	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Share-Based Payment Arrangement [Abstract]
Basic weighted average common shares outstanding	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259	2,699,210	2,811,872	1,614,506
Effect of dilutive stock options								8,891
Diluted weighted average of common shares outstanding	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259	2,699,210	2,811,872	1,623,397

STOCK COMPENSATION EXPENSE (Det

STOCK COMPENSATION EXPENSE (Details Narrative) - USD ($)			9 Months Ended		12 Months Ended
STOCK COMPENSATION EXPENSE (Details Narrative) - USD ($)	Apr. 12, 2022	Jul. 06, 2021	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option expense				$ 110,000	$ 237,000	$ 22,000
Stock option, expected dividend yield		0%			0%	0%
Stock option, risk free interest rate		2.65%
Stock option, volatility		168%
Stock option, expected term					3 years	3 years
Unrecognised expense			$ 50,000	$ 122,000
Weighted average term			12 months	18 months
Vested options			$ 0	$ 0
Number of shares available for issuance				165,469
Warrants outstanding			902,113	902,113	902,113
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, risk free interest rate					2.63%	0.43%
Stock option, volatility					166.10%	149.50%
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock option, risk free interest rate					3.21%	0.96%
Stock option, volatility					196.30%	157%
Board of Directors Chairman [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock options grants						2,001
Board of Directors Chairman [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price						$ 8.10
Board of Directors Chairman [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price						$ 8.70
2022 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Sale of stock description	The maximum number of shares of common stock initially available for issuance under the 2022 Plan is 233,334 shares of common stock and thereafter an annual increase shall be added as of the first day of the Company’s fiscal year beginning in 2023, equal to the least of (i) 5% of the outstanding common stock on a fully diluted basis as of the end of the Company’s immediately preceding fiscal year, (ii) 33,334 shares, and (iii) a lesser amount as determined by the Board of Directors.
Number of shares available for issuance			63,453
2022 Plan [Member] \| Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock options grants					6,001
2022 Plan [Member] \| Director [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 2.35
2022 Plan [Member] \| Director [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 8.11
2022 Plan [Member] \| Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock options grants					37,001
2022 Plan [Member] \| Officer [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 4
2022 Plan [Member] \| Officer [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 8.65
2022 Plan [Member] \| Employee [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock options grants					64,750
2022 Plan [Member] \| Employee [Member] \| Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 8.11
2022 Plan [Member] \| Employee [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Exercise price					$ 8.65

PUBLIC OFFERING AND NASDAQ UP_2

PUBLIC OFFERING AND NASDAQ UPLISTING (Details Narrative)		9 Months Ended			12 Months Ended
PUBLIC OFFERING AND NASDAQ UPLISTING (Details Narrative)	May 23, 2022 USD ($) $ / shares shares	Sep. 30, 2024 USD ($) $ / shares	Dec. 31, 2023 USD ($) $ / shares shares	Sep. 30, 2023 USD ($)	Mar. 31, 2023 USD ($) $ / shares	Mar. 31, 2022 USD ($)	Jul. 06, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Common stock, par value \| $ / shares		$ 0.01	$ 0.01		$ 0.01
Gross proceeds		$ 1,489,000	$ 3,529,000	$ 1,640,000	$ 3,393,000	$ 9,001,000
Underwriter warrants to purchase \| shares			902,113
Warrant term							2 years 6 months
Underwriting Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Number of shares sold \| shares	1,000,000
Common stock, par value \| $ / shares	$ 0.01
Gross proceeds	$ 4,000,000
Underwriting discounts and commissions and other estimated offering expenses	$ 600,000
Sale of stock, price per share \| $ / shares	$ 4
Net proceeds	$ 3,400,000
Underwriter warrants to purchase \| shares	100,000
Sale of stock, percentage	10%
Exercise price per share \| $ / shares	$ 5
Warrant term	5 years
Fair value adjustment of warrants	$ 244,000
Underwriting Agreement [Member] \| Measurement Input, Exercise Price [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant measurement input	2.90
Underwriting Agreement [Member] \| Measurement Input, Expected Term [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant term	3 years
Underwriting Agreement [Member] \| Measurement Input, Price Volatility [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant measurement input	176
Underwriting Agreement [Member] \| Measurement Input, Expected Dividend Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant measurement input	0
Underwriting Agreement [Member] \| Measurement Input, Risk Free Interest Rate [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Warrant measurement input	2.63

ATM OFFERING (Details Narrative

ATM OFFERING (Details Narrative) - ATM Offering [Member] - USD ($)		9 Months Ended	12 Months Ended
	Feb. 15, 2023	Dec. 31, 2023	Mar. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Number of stock sold, value	$ 1,800,000
Proceeds from sale of equity		$ 1,654,000	$ 36,000

PRIVATE PLACEMENT (Details Narr

PRIVATE PLACEMENT (Details Narrative) - Private Placement [Member]	Nov. 20, 2023 USD ($) $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Number of stock sold, value	$ 2,000,000
Commmon stock share per share \| $ / shares	$ 0.91
Number of shares sold \| shares	2,198,000
Proceeds from sale of equity	$ 1,900,000
Transaction fees	$ 100,000

AUGUST 2021 STOCK REDEMPTION (D

AUGUST 2021 STOCK REDEMPTION (Details Narrative) - Redemption Agreement [Member] - Koncepts and Treasure Green [Member] - USD ($)	Aug. 10, 2021	Aug. 05, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Shares redeemed		654,105
Conversion of stock, amount issued	$ 7,200,000

SCHEDULE OF LOSS BEFORE INCOME

SCHEDULE OF LOSS BEFORE INCOME TAXES (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
SCHEDULE OF LOSS BEFORE INCOME TAXES (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
August 2021 Private Placement
United States				$ (6,173,000)			$ (3,526,000)	$ (261,000)
Foreign				(225,000)			(82,000)	548,000
Loss before income taxes	$ 974,000	$ 97,000	$ (7,513,000)	$ (6,398,000)	$ (3,846,000)	$ (2,125,000)	$ (3,608,000)	$ 287,000

SCHEDULE OF PROVISION FOR INCOM

SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
SCHEDULE OF PROVISION FOR INCOME TAXES (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
August 2021 Private Placement
Federal							$ 109,000	$ 63,000
State
Other							(5,000)
Hong Kong							34,000
Total current Federal and State							138,000	63,000
Federal							686,000	(60,000)
State							206,000	54,000
Total Deferred Federal and State							892,000	(6,000)
Total income tax provision					$ 1,502,000	$ (472,000)	$ 1,030,000	$ 57,000

SCHEDULE OF DEFERRED TAX ASSETS

SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES (Details) - USD ($)	Dec. 31, 2023	Mar. 31, 2023
August 2021 Private Placement
NOL Federal Carryforward	$ 1,291,000	$ 868,000
State NOL Carryforward	470,000	341,000
Inventory differences to inventory valuation	1,173,000	623,000
Stock option compensation expense	159,000	184,000
Right of use liability	1,022,000	118,000
Business interest limitation	151,000	138,000
Allowance for doubtful accounts	45,000	43,000
Reserve for estimated returns	384,000	89,000
Accrued vacation	7,000	14,000
Total	4,702,000	2,418,000
Less: valuation allowance	(3,600,000)	(2,104,000)
Net deferred tax asset	1,102,000	314,000
Depreciable and amortizable assets	(67,000)	(134,000)
ROU Asset	(1,000,000)	(111,000)
Prepaid expenses	(35,000)	(69,000)
Net deferred tax liability	(1,102,000)	(314,000)
Total

SCHEDULE OF TAX PROVISION (Deta

SCHEDULE OF TAX PROVISION (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
SCHEDULE OF TAX PROVISION (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
August 2021 Private Placement
Statutory federal tax rate				$ (1,344,000)			$ (758,000)	$ 60,000
Stater tax rate				(326,000)			(174,000)	14,000
Permanent differences				15,000			13,000	10,000
Permanent difference in ERC income							(99,000)
Tax rate differential on foreign earnings				59,000			21,000	(84,000)
Expiration of net operating loss carryforward				89,000
Change in valuation allowance				1,495,000			2,026,000	55,000
Other				12,000			1,000	2,000
Total income tax provision					$ 1,502,000	$ (472,000)	$ 1,030,000	$ 57,000

SCHEDULE OF REVENUE BY GEOGRAPH

SCHEDULE OF REVENUE BY GEOGRAPHICAL REGION (Details) - USD ($)	3 Months Ended		9 Months Ended			12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Mar. 31, 2023	Mar. 31, 2022
Total Net Sales	$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000	$ 39,299,000	$ 47,512,000
North America [Member]
Total Net Sales	10,466,000	15,378,000	15,208,000	28,763,000	21,386,000	38,298,000	46,396,000
AUSTRALIA
Total Net Sales	$ 50,000	$ 263,000	$ 174,000	205,000	$ 263,000	670,000	679,000
Europe and United Kingdom [Member]
Total Net Sales				226,000		331,000	359,000
Others [Member]
Total Net Sales				$ 4,000			$ 78,000

AUGUST 2021 PRIVATE PLACEMENT_2

AUGUST 2021 PRIVATE PLACEMENT (Details Narrative) - USD ($)			9 Months Ended				12 Months Ended
AUGUST 2021 PRIVATE PLACEMENT (Details Narrative) - USD ($)	Aug. 10, 2021	Jul. 06, 2021	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022	Aug. 05, 2021
Common stock, shares issued			11,079,678	6,418,061			3,167,489
Issuance of warrant shares				902,113
Proceeds from warrant exercises							$ 168,000
Derivative, Description of Terms		(representing 7% of the gross proceeds raised in the Private Placement excluding proceeds raised from the strategic investor, plus 3.5% of the aggregate gross proceeds raised from the strategic investor),
Aggregate number of shares		5%
Share Price		$ 10.50
Equity, Fair Value Disclosure		$ 400,000
Common stock price		$ 9.90
Warrants and Rights Outstanding, Term		2 years 6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate		168%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate		0%					0%	0%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		2.65%
Legal fees					$ 215,000
Stock issued for restricted shares, value			$ 774,528
AGP Warrants [Member]
Issuance of warrant shares		44,445
Private Placement [Member]
Issuance of warrant shares									561,111
Exercise price of warrants									$ 10.50
Cash payment for private placement		$ 600,000,000,000				$ 100,000
Legal fees						$ 400,000
Stock issued for restricted shares						1,905
Stock issued for restricted shares, value						$ 200,000
Payment of stock issuance expenses						$ 800,000
Pre Funded Warrants [Member]
Exercise price of warrants									$ 0.01
Class of warrant or right, number of securities called by each warrant or right									561,111
Purchase Agreement [Member]
Common stock, shares issued									550,000
Issuance of warrant shares									550,000
Exercise price of warrants									$ 10.50
Redemption Agreement [Member] \| Koncepts and Treasure Green [Member]
Proceeds from warrant exercises	$ 9,800,000
Conversion of stock, amount issued	$ 7,200,000

DAMAGED GOODS INCIDENT RECOVE_2

DAMAGED GOODS INCIDENT RECOVERY (Details Narrative) - USD ($)	9 Months Ended	12 Months Ended
	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Insurance [Abstract]
Settlement of accounts payable		$ 48,000	$ 339,000

SCHEDULE OF CONDENSED CONSOLIDA

SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Mar. 31, 2023	Mar. 31, 2022
Supplemental Information Condensed Financial Information
Net Sales	$ 10,622,000	$ 15,931,000	$ 15,488,000	$ 29,198,000	$ 21,939,000	$ 35,916,000	$ 39,299,000	$ 47,512,000
Cost of Goods Sold	8,247,000	12,197,000	12,287,000	23,008,000	16,582,000	27,481,000	30,090,000	36,697,000
Gross Profit (Loss)	2,375,000	3,734,000	3,201,000	6,190,000	5,357,000	8,435,000	9,209,000	10,815,000
Operating Expenses	1,118,000	3,628,000	10,386,000	12,333,000	9,829,000	9,986,000	12,907,000	10,746,000
Loss from Operations	1,257,000	106,000	(7,185,000)	(6,143,000)	(4,472,000)	(1,551,000)	(3,698,000)	69,000
Other (Expenses) Income	(283,000)	(9,000)	(328,000)	(255,000)	626,000	(574,000)	90,000	218,000
Loss Before Income Tax Benefit (Provision)	974,000	97,000	(7,513,000)	(6,398,000)	(3,846,000)	(2,125,000)	(3,608,000)	287,000
Income Tax Benefit (Loss)					(1,502,000)	472,000	(1,030,000)	(57,000)
Net Loss	$ 974,000	$ 97,000	$ (7,513,000)	$ (6,398,000)	$ (5,348,000)	$ (1,653,000)	$ (4,638,000)	$ 230,000
Loss per Common Share
Basic	$ 0.13	$ 0.03	$ (0.99)	$ (1.32)	$ (1.44)	$ (0.61)	$ (1.65)	$ 0.14
Diluted	$ 0.13	$ 0.03	$ (0.99)	$ (1.32)	$ (1.44)	$ (0.61)	$ (1.65)	$ 0.14
Weighted Average Common and Common Equivalent Shares:
Basic	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259	2,699,210	2,811,872	1,614,506
Diluted	9,095,504	4,220,259	7,341,204	4,864,540	3,726,259	2,699,210	2,811,872	1,623,397

SCHEDULE OF CONDENSED CONSOLI_2

SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ 974,000	$ 97,000	$ (7,513,000)	$ (6,398,000)	$ (5,348,000)	$ (1,653,000)		$ (4,638,000)	$ 230,000
Adjustments to reconcile net loss to net cash used in operating activities:				1,305,000		(73,000)
Changes in operating assets and liabilities:				5,504,000	(265,000)	(538,000)
Net cash provided by (used in) operating activities			(7,069,000)	411,000	760,000	(2,264,000)		(330,000)	(2,012,000)
Cash flows from investing activities
Net cash used in investing activities			(53,000)	(14,000)	(108,000)	(149,000)		(244,000)	(118,000)
Cash flows from financing activities
Net cash provided by financing activities			1,040,000	3,411,000	(234,000)	2,917,000		1,178,000	4,024,000
Net change in cash			(6,082,000)	3,808,000	418,000	504,000		604,000	1,894,000
Cash at beginning of year			6,703,000	2,895,000	2,795,000	2,291,000	$ 2,795,000	2,291,000	397,000
Cash at end of period	$ 621,000	$ 3,213,000	$ 621,000	$ 6,703,000	$ 3,213,000	$ 2,795,000	$ 6,703,000	$ 2,895,000	$ 2,291,000

SCHEDULE OF CONDENSED CONSOLI_3

SCHEDULE OF CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS? EQUITY (Details) - USD ($)	3 Months Ended		9 Months Ended				12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2022	Dec. 31, 2023	Mar. 31, 2023	Mar. 31, 2022
Balance			$ 7,578,000	$ 10,331,000	$ 13,198,000	$ 10,036,000	$ 13,198,000	$ 10,036,000	$ 7,910,000
Net loss	$ 974,000	$ 97,000	(7,513,000)	(6,398,000)	(5,348,000)	(1,653,000)		(4,638,000)	230,000
Issuance of common stock and warrants, net of stock offering costs	1,489,000		1,489,000	3,529,000	1,640,000	4,508,000		4,030,000	4,950,000
Stock based compensation			616,000	110,000	174,000	307,000		382,000	44,000
Other	$ 1,000		1,000	6,000
Balance				7,578,000		13,198,000	7,578,000	10,331,000	10,036,000
Common Stock [Member]
Balance			$ 64,000	$ 32,000	$ 31,000	$ 12,000	$ 31,000	$ 12,000	$ 13,000
Balance, shares	6,418,061	4,220,259	6,418,061	3,167,488	3,148,219	1,221,209	3,148,219	1,221,209	1,301,358
Net loss
Issuance of common stock and warrants, net of stock offering costs	$ 18,000		$ 18,000	$ 32,000	$ 11,000	$ 19,000		$ 10,000	$ 6,000
Issuance of common stock and warrants, net of stock offering costs, shares	1,673,077		1,673,077	3,250,573	1,057,810	1,909,519		1,014,230	550,000
Stock based compensation
Stock based compensation ,shares	1,019,811		1,019,811			15,803		15,803	2,242
Other
Other, shares						1,688			19,047
Balance				$ 64,000		$ 31,000	$ 64,000	$ 32,000	$ 12,000
Balance, shares	9,752,755	4,220,259	9,752,755	6,418,061	4,220,259	3,148,219	6,418,061	3,167,488	1,221,209
Additional Paid-in Capital [Member]
Balance			$ 33,429,000	$ 29,822,000	$ 29,698,000	$ 24,903,000	$ 29,698,000	$ 24,903,000	$ 20,151,000
Net loss
Issuance of common stock and warrants, net of stock offering costs	1,471,000		1,471,000	3,497,000	1,629,000	4,489,000		4,026,000	4,944,000
Stock based compensation				110,000		307,000
Other	2,000	(1,000)	1,000			(1,000)
Balance				33,429,000		29,698,000	33,429,000	29,822,000	24,903,000
Receivables from Stockholder [Member]
Balance				(6,000)
Net loss
Issuance of common stock and warrants, net of stock offering costs								(6,000)
Stock based compensation
Other				6,000
Balance								(6,000)
Retained Earnings [Member]
Balance			(25,915,000)	(19,517,000)	(16,531,000)	(14,879,000)	(16,531,000)	(14,879,000)	(12,254,000)
Net loss	1,195,000	97,000	(7,292,000)	(6,398,000)	(5,348,000)	(1,653,000)		(4,638,000)	230,000
Issuance of common stock and warrants, net of stock offering costs
Stock based compensation
Other		$ 1,000	$ 1,000			1,000
Balance				$ (25,915,000)		$ (16,531,000)	$ (25,915,000)	$ (19,517,000)	$ (14,879,000)

SCHEDULE OF ESTIMATED USEFUL LI

SCHEDULE OF ESTIMATED USEFUL LIVES (Details) - Semi Cab Inc [Member]	Dec. 31, 2023
Minimum [Member]
Property plant and equipment useful life	3 years
Maximum [Member]
Property plant and equipment useful life	5 years

ACCOUNTS RECEIVABLE (Details Na

ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	9 Months Ended			12 Months Ended
ACCOUNTS RECEIVABLE (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022
Allowance for doubtful accounts	$ 92,000	$ 8,000	$ 104,000		$ 43,000		$ (16,000)
Semi Cab Inc [Member]
Accounts receivable, net		$ 494,000		$ 494,000		$ 677,000
Allowance for doubtful accounts				$ 0		$ 0

ACCOUNTS PAYABLE AND ACCRUED _2

ACCOUNTS PAYABLE AND ACCRUED EXPENSES (Details Narrative) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Vendors expenses payable	$ 8,743,000	$ 7,616,000	$ 1,769,000
Accrued expenses	$ 4,303,000	2,614,000	$ 2,266,000
Semi Cab Inc [Member]
Vendors expenses payable		668,000		$ 810,000
Accrued expenses		$ 149,000		$ 151,000

SCHEDULE OF SPECIFIC TERMS (Det

SCHEDULE OF SPECIFIC TERMS (Details) - USD ($)	May 17, 2023	May 08, 2023	May 05, 2023	Apr. 17, 2023	Aug. 27, 2021	Jul. 10, 2021	May 18, 2023
Rate							17.97%
Six Shareholder Loan Agreements [Member] \| Ajesh Kapoor [Member] \| Semi Cab Inc [Member]
Date	May 17, 2023		May 05, 2023		Aug. 27, 2021	Jul. 10, 2021
Maturity	May 16, 2024		May 04, 2024		Aug. 26, 2026	Jul. 10, 2026
Principal	$ 165,000		$ 50,000		$ 235,000	$ 150,000
Rate	10%		10%		9%	9%
Accrued Interest	$ 14,465.75		$ 4,547.95		$ 54,932.05	$ 36,838.36
Current Balance	$ 179,465.75		$ 54,547.95		$ 289,932.05	$ 186,838.36
Six Shareholder Loan Agreements [Member] \| Vivek Sehgal [Member] \| Semi Cab Inc [Member]
Date				Apr. 17, 2023
Maturity				Oct. 16, 2023
Principal				$ 50,000
Rate				10%
Accrued Interest				$ 4,794.52
Current Balance				$ 54,794.52
Six Shareholder Loan Agreements [Member] \| Jagan Reddy [Member] \| Semi Cab Inc [Member]
Date		May 08, 2023
Maturity		May 07, 2024
Principal		$ 50,000
Rate		10%
Accrued Interest		$ 4,506.85
Current Balance		$ 54,506.85

NOTES PAYABLE AND FINANING AR_3

NOTES PAYABLE AND FINANING ARRANGEMENTS (Details Narrative) - USD ($)						13 Months Ended
	Oct. 24, 2024	May 18, 2024	May 08, 2024	Mar. 22, 2024	May 18, 2023	Jun. 30, 2024	Sep. 30, 2024	Dec. 31, 2023
Repayment, debt						$ 91,667
Interest rate					17.97%
Initial amount, borrowed							$ 303,000
Subsequent Event [Member]
Net proceeds	$ 2,000,000
Effective, interest rate	15%
Semi Cab Inc [Member]
Maturity date, description					12-month maturity date
Repayment, debt				$ 453,600
Initial amount, borrowed				315,000
Net proceeds				$ 300,000
Effective, interest rate				18%
Semi Cab Inc [Member] \| Subsequent Event [Member]
Repayment, debt			$ 311,750
Initial amount, borrowed			215,000
Net proceeds			$ 204,250
Effective, interest rate			18%
Semi Cab Inc [Member] \| Equal installments for 13 months [Member]
Repayment, debt					$ 91,667.67
Interest rate					17.97%
Semi Cab Inc [Member] \| 12 Installments [Member] \| Settlement Agreement [Member] \| Subsequent Event [Member]
Repayment, debt		$ 946,666.60
Semi Cab Inc [Member] \| First Payment [Member] \| Settlement Agreement [Member] \| Subsequent Event [Member] \| Due and paid on May 20, 2024 [Member]
Repayment, debt		25,000
Semi Cab Inc [Member] \| Second Payment [Member] \| Settlement Agreement [Member] \| Subsequent Event [Member] \| Due on June 3, 2024 [Member]
Repayment, debt		75,000
Semi Cab Inc [Member] \| Ten Monthly Payments [Member] \| Settlement Agreement [Member] \| Subsequent Event [Member] \| Due on July 1, 2024 [Member]
Repayment, debt		$ 84,666.66
Semi Cab Inc [Member] \| Weekly Payments For Weeks [Member]
Repayment, debt				$ 16,200
Semi Cab Inc [Member] \| Weekly Payments [Member] \| Subsequent Event [Member]
Repayment, debt			$ 11,133

DUE FROM FACTOR (Details Narrat

DUE FROM FACTOR (Details Narrative) - USD ($)		3 Months Ended	9 Months Ended
DUE FROM FACTOR (Details Narrative) - USD ($)	May 28, 2024	Mar. 31, 2024	Sep. 30, 2023	Dec. 31, 2023	Dec. 31, 2022
Dispute, amount			$ 215,000
Semi Cab Inc [Member]
Accounts receivable				$ 494,000	$ 677,000
Accounts receivable rate, description		Factor remits 35% of the foreign and 75% of the domestic accounts receivable balance
Dispute, amount	$ 93,000
Minimum [Member] \| Semi Cab Inc [Member]
Accounts receivable		$ 150,000
Advance fee, rate		2.75%
Maximum [Member] \| Semi Cab Inc [Member]
Advance fee, rate		15%

SCHEDULE OF STOCK OPTION ISSUED

SCHEDULE OF STOCK OPTION ISSUED DURING THE YEAR DECEMBER 31, 2020, 2021 AND 2022 (Details) - Equity Option [Member] - Semi Cab Inc [Member] - $ / shares	12 Months Ended
	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Granted Shares	11,712,000
Outstanding Awards	11,597,000
Sudhir Narasimhamurthy [Member]
Granted Shares	25,000	50,000	180,000
Outstanding Awards	25,000	50,000	180,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	12,500	33,333	180,000
Unvested	12,500	16,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Kadandale Srinivas Sudheer [Member]
Granted Shares	50,000	100,000	600,000
Outstanding Awards	50,000	100,000	600,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	25,000	66,666	600,000
Unvested	25,000	33,334	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Vivek Sehgal [Member]
Granted Shares	100,000	200,000	4,000,000
Outstanding Awards	100,000	200,000	4,000,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vested Outstanding	50,000	133,333	4,000,000
Unvested	50,000	66,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Rajiv Saxena [Member]
Granted Shares			100,000
Outstanding Awards			100,000
Granted Date			Sep. 29, 2020
Exercise price			$ 0.06
Vesting Date			Sep. 29, 2020
Vested Outstanding			100,000
Unvested			0
Date Fully Vested			Sep. 29, 2023
Board Approval Date			Sep. 28, 2020
Expiration Date			Sep. 28, 2030
Harsha Bhat [Member]
Granted Shares	25,000	50,000	180,000
Outstanding Awards	25,000	50,000	180,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	12,500	33,333	180,000
Unvested	12,500	16,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Jagan Reddy [Member]
Granted Shares	100,000	200,000	4,000,000
Outstanding Awards	100,000	200,000	4,000,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	50,000	133,333	4,000,000
Unvested	50,000	66,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Siddayya S Ganjal [Member]
Granted Shares	25,000	50,000	180,000
Outstanding Awards	25,000	50,000	180,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	12,500	33,333	180,000
Unvested	12,500	16,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Sunil Arora [Member]
Granted Shares			90,000
Outstanding Awards			0
Granted Date			Sep. 29, 2020
Exercise price			$ 0.06
Vesting Date			Sep. 29, 2020
Vested Outstanding			0
Unvested			0
Date Fully Vested			Sep. 29, 2023
Board Approval Date			Sep. 28, 2020
Expiration Date			Sep. 28, 2030
Rajiv Virmani [Member]
Granted Shares			500,000
Outstanding Awards			500,000
Granted Date			Sep. 29, 2020
Exercise price			$ 0.06
Vesting Date			Sep. 29, 2020
Vested Outstanding			500,000
Unvested			0
Date Fully Vested			Sep. 29, 2023
Board Approval Date			Sep. 28, 2020
Expiration Date			Sep. 28, 2030
Sudhindra Shenoy [Member]
Granted Shares	25,000	50,000	180,000
Outstanding Awards	25,000	50,000	180,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	12,500	33,333	180,000
Unvested	12,500	16,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Antony Sunil [Member]
Granted Shares	25,000	50,000	90,000
Outstanding Awards	25,000	50,000	90,000
Granted Date	May 02, 2022	Aug. 12, 2021	Sep. 29, 2020
Exercise price	$ 0.05	$ 0.06	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021	Sep. 29, 2020
Vested Outstanding	12,500	33,333	90,000
Unvested	12,500	16,667	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025	Sep. 29, 2023
Board Approval Date	May 02, 2022	Aug. 12, 2021	Sep. 28, 2020
Expiration Date	May 01, 2032	Aug. 11, 2031	Sep. 28, 2030
Tuleeka Nandy [Member]
Granted Shares	15,000	15,000
Outstanding Awards	15,000	0
Granted Date	May 02, 2022	Aug. 12, 2021
Exercise price	$ 0.05	$ 0.06
Vesting Date	May 02, 2022	Sep. 01, 2021
Vested Outstanding	7,500	0
Unvested	7,500	0
Date Fully Vested	May 02, 2026	Sep. 01, 2025
Board Approval Date	May 02, 2022	Aug. 12, 2021
Expiration Date	May 01, 2032	Aug. 11, 2031
Robel Atnafu [Member]
Granted Shares		5,000
Outstanding Awards		0
Granted Date		Aug. 12, 2021
Exercise price		$ 0.06
Vesting Date		Sep. 01, 2021
Vested Outstanding		0
Unvested		0
Date Fully Vested		Sep. 01, 2025
Board Approval Date		Aug. 12, 2021
Expiration Date		Aug. 11, 2031
Guy Primus [Member]
Granted Shares		360,000
Outstanding Awards		360,000
Granted Date		Aug. 12, 2021
Exercise price		$ 0.06
Vesting Date		Sep. 01, 2021
Vested Outstanding		240,000
Unvested		120,000
Date Fully Vested		Sep. 01, 2025
Board Approval Date		Aug. 12, 2021
Expiration Date		Aug. 11, 2031
Samartha Gowda [Member]
Granted Shares	15,000
Outstanding Awards	15,000
Granted Date	May 02, 2022
Exercise price	$ 0.05
Vesting Date	May 02, 2022
Vested Outstanding	7,500
Unvested	7,500
Date Fully Vested	May 02, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 01, 2032
Alexandra Aiello [Member]
Granted Shares	2,500
Outstanding Awards	2,500
Granted Date	May 02, 2022
Exercise price	$ 0.05
Vesting Date	May 02, 2022
Vested Outstanding	1,250
Unvested	1,250
Date Fully Vested	May 02, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 01, 2032
Stephen Cabral [Member]
Granted Shares	5,000
Outstanding Awards	0
Granted Date	May 02, 2022
Exercise price	$ 0.05
Vesting Date	May 02, 2022
Vested Outstanding	0
Unvested	0
Date Fully Vested	May 02, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 01, 2032
Jonah Peti-Perrin [Member]
Granted Shares	2,500
Outstanding Awards	2,500
Granted Date	May 02, 2022
Exercise price	$ 0.05
Vesting Date	May 02, 2022
Vested Outstanding	1,250
Unvested	1,250
Date Fully Vested	May 02, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 01, 2032
Bryan Nella [Member]
Granted Shares	25,000
Outstanding Awards	25,000
Granted Date	May 02, 2022
Exercise price	$ 0.05
Vesting Date	May 02, 2022
Vested Outstanding	12,500
Unvested	12,500
Date Fully Vested	May 02, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 01, 2032
Mark Sink [Member]
Granted Shares	25,000
Outstanding Awards	25,000
Granted Date	May 16, 2022
Exercise price	$ 0.05
Vesting Date	May 16, 2022
Vested Outstanding	12,500
Unvested	12,500
Date Fully Vested	May 16, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 15, 2032
Koustav Choudhuri [Member]
Granted Shares	17,000
Outstanding Awards	17,000
Granted Date	May 16, 2022
Exercise price	$ 0.05
Vesting Date	May 16, 2022
Vested Outstanding	8,500
Unvested	8,500
Date Fully Vested	May 16, 2026
Board Approval Date	May 02, 2022
Expiration Date	May 15, 2032

STOCKHOLDERS_ EQUITY (Details N

STOCKHOLDERS’ EQUITY (Details Narrative)	3 Months Ended
STOCKHOLDERS’ EQUITY (Details Narrative)	Mar. 31, 2024 shares
Founders [Member] \| Semi Cab Inc [Member]
Issuance of common stock, shares	25,000,000

SCHEDULE OF FIRST TRANCHE OF SU

SCHEDULE OF FIRST TRANCHE OF SUBSCRIPTIONS (Details) - Semi Cab Inc [Member]	54 Months Ended
	Apr. 22, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal	$ 4,095,779
Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal	$ 943,041
SAFE-1 \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ardhendu Haldar
Principal	$ 250,000
Issue Date	Oct. 25, 2018
Valuation Cap	$ 10,000,000
Converted Date	Dec. 25, 2020
SAFE-38 [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Praveen Kaza
Principal	$ 100,000
Issue Date	Oct. 25, 2018
Valuation Cap	$ 13,000,000
Converted Date	Dec. 25, 2020
SAFE-41 [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Kurt W Mattson
Principal	$ 50,000
Issue Date	Mar. 27, 2019
Valuation Cap	$ 20,000,000
Converted Date	Dec. 25, 2020
SAFE-42 [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Wendy A Thompson
Principal	$ 50,000
Issue Date	Mar. 27, 2019
Valuation Cap	$ 20,000,000
Converted Date	Dec. 25, 2020
SAFE Forty Four [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Sonata Software North America Inc
Principal	$ 468,041
Issue Date	Feb. 24, 2020
Valuation Cap	$ 10,000,000
Converted Date	Dec. 25, 2020
SAFE-43 [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	THE IRA CLUB F/B/O RANJU MAHESHWARI ROTH IRA 2000201
Principal	$ 25,000
Issue Date	Jun. 15, 2020
Valuation Cap	$ 10,000,000
Converted Date	Dec. 25, 2020

SUMMARY OF TERMINATED IMMEDIATE

SUMMARY OF TERMINATED IMMEDIATELY AFTER CLOSING OF THE TRANSACTION (Details) - Semi Cab Inc [Member]	20 Months Ended
	Apr. 22, 2023 USD ($)
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal	$ 4,095,779
SAFE-40 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Sunil Bhatia
Principal	$ 250,000
Issue Date	Aug. 12, 2021
Valuation Cap	$ 15,000,000
SAFE-39 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Pallav Gupta
Principal	$ 15,000
Issue Date	Aug. 12, 2021
Valuation Cap	$ 15,000,000
SAFE-10 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	The Bhardwaj 2003 Revocable Trust
Principal	$ 200,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-11 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Praveen Kaza
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-12 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Pallav Gupta
Principal	$ 20,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-13 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Amit and Anju Bhardwaj
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-14 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Komal Bajaj
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-15 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Goel Trust, Dated Aug 2, 2000
Principal	$ 100,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-16 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Sanjiva Singh
Principal	$ 100,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-17 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Rajeev Agarwal
Principal	$ 25,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-18 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Sanyogita and Sunil Gupta
Principal	$ 25,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-19 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	SEM Gaingels Fund I, a series of JMWTX Investments, LP
Principal	$ 300,279
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-20 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	FVI Fund LLC
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-20 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	JWass PT Investors, LP - B2
Principal	$ 10,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-21 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Medhavi Gupta
Principal	$ 20,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-22 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Sundeep Sibal
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-24 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Jolly Gupta
Principal	$ 35,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-3 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ashutosh Malaviya
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-4 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Consensia Inc
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-45 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Atula Sibal
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-6 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ajay Bhatnagar
Principal	$ 100,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-7 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Pankaj Sinha
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000
SAFE-8 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Bakulesh Adya
Principal	$ 35,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-9 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Alok Mahajan
Principal	$ 50,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-5 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	BANSAL GARG FAMILY TRUST AMIT BANSAL TRTEE KARUNA GARG TRTEE U/A 11/07/2017
Principal	$ 100,000
Issue Date	Dec. 31, 2021
Valuation Cap	$ 35,000,000
SAFE-25 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Disrupt Fund XVIII, LLC
Principal	$ 50,000
Issue Date	Jan. 24, 2022
Valuation Cap	$ 35,000,000
SAFE-26 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ajatshatru and Manju Dhawal
Principal	$ 25,000
Issue Date	Jan. 31, 2022
Valuation Cap	$ 35,000,000
SAFE-27 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Mrityunjay Dhawal
Principal	$ 25,000
Issue Date	Jan. 31, 2022
Valuation Cap	$ 35,000,000
SAFE-28 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	You Sexy Dawg, LLC
Principal	$ 50,000
Issue Date	Jan. 31, 2022
Valuation Cap	$ 35,000,000
SAFE-29 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Elisa deLaet
Principal	$ 25,000
Issue Date	Jan. 31, 2022
Valuation Cap	$ 35,000,000
SAFE-30 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ardhendu Haldar
Principal	$ 100,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-31 [Member
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Suzanne and Tom Lambert
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-32 [Member
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Nidus Capital Holdings, LLC
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-33 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Compelling Natural Health II, LLC
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-34 [Member
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Birch Hill Capital Group, LLC
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-35 [Member
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Ingrid P. Maes as Trustee of The IPM Irrevocable Trust dated September 1, 2022
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-36 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Nattoceuticals, LLC
Principal	$ 250,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-37 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Pallav Gupta
Principal	$ 60,000
Issue Date	Feb. 28, 2022
Valuation Cap	$ 35,000,000
SAFE-46 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Gaingels Semicab LLC
Principal	$ 130,500
Issue Date	Mar. 21, 2023
Valuation Cap	$ 35,000,000
SAFE-50 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Pankaj Sinha
Principal	$ 50,000
Issue Date	Apr. 04, 2023
Valuation Cap	$ 35,000,000
SAFE-48 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Lucy Holifield
Principal	$ 70,000
Issue Date	Apr. 14, 2023
Valuation Cap	$ 35,000,000
SAFE-47 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Corvus Albus LLC
Principal	$ 100,000
Issue Date	Apr. 19, 2023
Valuation Cap	$ 35,000,000
SAFE-49 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	David Friedland
Principal	$ 50,000
Issue Date	Apr. 19, 2023
Valuation Cap	$ 35,000,000
SAFE-51 [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Convertible Holder Name	Kapil K Gupta
Principal	$ 25,000
Issue Date	Apr. 22, 2023
Valuation Cap	$ 35,000,000

SAFE PRIVATE PLACEMENTS (Detail

SAFE PRIVATE PLACEMENTS (Details Narrative) - Semi Cab Inc [Member] - USD ($)	3 Months Ended	20 Months Ended
	Mar. 31, 2024	Apr. 22, 2023
SAFE Agreements[Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Investments	$ 943,041	$ 5,038,820
Invested valuation of amount	$ 10,000,000
44 SAFE Agreements [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Invested valuation of amount		4,095,779
44 SAFE Agreements [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Principal amount		10,000,000
44 SAFE Agreements [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Invested valuation of amount		$ 35,000,000