INNOVATIVE FOOD HOLDINGS INC 10-K

ITEM 8. Financial Statements and Supplementary Data REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders’ and Board of Directors Innovative Food Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheet of Innovative Food Holdings, Inc. and Subsidiaries (the Company) as of December 31, 2023 and 2022 and the related consolidated statements of operations, stockholders’ equity and cash flows for the each of the two years in the period ended December 31, 2023 and the related consolidated 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 each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. 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 audits 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 audit, 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 audits 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 audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below 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 judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters that need to be communicated. We have served as the Company’s auditor since 2022 Margate, Florida March 21, 2024 ASSURANCE DIMENSIONS CERTIFIED PUBLIC ACCOUNTANTS & ASSOCIATES also d/b/a McNAMARA and ASSOCIATES, PLLC TAMPA BAY : 4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office: 813.443.5048 | Fax: 813.443.5053 JACKSONVILLE : 4720 Salisbury Road, Suite 223 | Jacksonville, FL 32256 | Office: 888.410.2323 | Fax: 813.443.5053 ORLANDO: 1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office: 888.410.2323 | Fax: 813.443.5053 SOUTH FLORIDA : 2000 Banks Road, Suite 218 | Margate, FL 33063 | Office: 754.800.3400 | Fax: 813.443.5053 www.assurancedimensions.com 28 Index Innovative Food Holdings, Inc. Consolidated Balance Sheets December 31, December 31, 2023 2022 ASSETS Current assets Cash and cash equivalents $ 5,327,016 $ 4,779,694 Accounts receivable, net 4,307,726 4,794,570 Inventory, net 2,973,134 3,053,852 Other current assets 287,528 234,973 Assets held for sale 649,884 - Current assets - discontinued operations 95,861 348,988 Total current assets 13,641,149 13,212,077 Property and equipment, net 7,000,015 7,921,561 Right of use assets, operating leases, net 28,519 152,425 Right of use assets, finance leases, net 436,403 570,323 Other amortizable intangible assets, net - 30,994 Tradenames and other unamortizable intangible assets 217,000 1,532,822 Total assets $ 21,323,086 $ 23,420,202 LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable and accrued liabilities $ 6,252,951 6,832,201 Accrued separation costs, related parties, current portion 463,911 - Accrued interest 95,942 18,104 Deferred revenue 1,312,837 1,556,231 Line of Credit - 2,014,333 Stock appreciation rights liability 255,020 - Notes payable - current portion 121,041 5,711,800 Lease liability - operating leases, current 17,131 64,987 Lease liability - finance leases, current 115,738 191,977 Current liabilities - discontinued operations 6,422 22,976 Total current liabilities 8,640,993 16,412,609 Note payable, net of discount 8,855,000 - Accrued separation costs, related parties, non-current 791,025 - Lease liability - operating leases, non-current 11,388 87,438 Lease liability - finance leases, non-current 219,266 333,092 Total liabilities 18,517,672 16,833,139 Commitments & Contingencies (see note 19) Stockholders' equity Common stock: $ 0.0001 par value; 500,000,000 shares authorized; 52,538,100 and 49,427,297 shares issued, and 49,714,929 and 46,589,717 shares outstanding at December 31, 2023 and December 31, 2022, respectively 5,251 4,938 Additional paid-in capital 42,762,811 42,189,471 Common stock to be issued, 0 and 1,499,940 shares at December 31, 2023 and December 31, 2022, respectively - 150 Treasury stock: 2,623,171 shares outstanding at December 31, 2023 and December 31, 2022 ( 1,141,370 ) ( 1,141,370 ) Accumulated deficit ( 38,821,278 ) ( 34,466,126 ) Total stockholders' equity 2,805,414 6,587,063 Total liabilities and stockholders' equity $ 21,323,086 $ 23,420,202 See notes to consolidated financial statements. 29 Index Innovative Food Holdings, Inc. Consolidated Statements of Operations For the Year For the Year Ended Ended December 31, December 31, 2023 2022 Revenue $ 72,218,996 $ 78,904,175 Cost of goods sold 54,693,359 61,377,384 Gross margin 17,525,637 17,526,791 Selling, general and administrative expenses 17,389,351 18,332,503 Separation costs - executive officers 2,074,063 - Impairment of intangible assets 1,315,822 - Total operating expenses 20,779,236 18,332,503 Operating loss ( 3,253,599 ) ( 805,712 ) Other income (expense:) Interest expense, net ( 876,452 ) ( 587,285 ) Loss on sale of subsidiaries ( 45,022 ) - Other income 14,925 294,000 Gain on sale of assets 9,360 - Other leasing income 7,600 11,226 Gain on contingent liability - 295,600 Impairment of investment - ( 286,725 ) Loss on extinguishment of debt - ( 40,556 ) Total other expense ( 889,589 ) ( 313,740 ) Net loss before taxes ( 4,143,188 ) ( 1,119,452 ) Income tax expense 15,834 - Net loss from continuing operations $ ( 4,159,022 ) $ ( 1,119,452 ) Net loss from discontinued operations $ ( 196,130 ) $ ( 230,550 ) Consolidated net loss $ ( 4,355,152 ) $ ( 1,350,002 ) Net loss per share from continuing operations - basic $ ( 0.08 ) $ ( 0.02 ) Net loss per share from continuing operations - diluted $ ( 0.08 ) $ ( 0.02 ) Net loss per share from discontinued operations - basic $ ( 0.00 ) $ ( 0.00 ) Net loss per share from discontinued operations - diluted $ ( 0.00 ) $ ( 0.00 ) Weighted average shares outstanding - basic 49,076,880 47,129,511 Weighted average shares outstanding - diluted 49,076,880 47,129,511 See notes to consolidated financial statements. 30 Index Innovative Food Holdings, Inc. Consolidated Statement of Changes in Stockholders' Equity For the Years Ended December 31, 2023 and 2022 Common Stock Common Stock to be issued Additional Paid-in Treasury Stock Accumulated Amount Value Amount Value Capital Amount Value Deficit Total Balance - December 31, 2021 48,114,557 $ 4,806 764,774 $ 76 $ 41,662,710 2,623,171 $ ( 1,141,370 ) $ ( 33,116,124 ) $ 7,410,098 Fair value of vested stock and stock options - - 1,871,604 188 516,830 - - - 517,018 Common stock issued for services 176,302 18 - - 59,931 - - - 59,949 Offering expenses for stock previously sold for cash - - - - ( 50,000 ) - - - ( 50,000 ) Shares issued to management and employees, previously accrued 1,136,438 114 ( 1,136,438 ) ( 114 ) - - - - - Net loss for year ended December 31, 2022 - - - - - - - ( 1,350,002 ) ( 1,350,002 ) Balance - December 31, 2022 49,427,297 $ 4,938 1,499,940 $ 150 $ 42,189,471 2,623,171 $ ( 1,141,370 ) $ ( 34,466,126 ) $ 6,587,063 Balance - December 31, 2022 49,427,297 $ 4,938 1,499,940 $ 150 $ 42,189,471 2,623,171 $ ( 1,141,370 ) $ ( 34,466,126 ) $ 6,587,063 Shares issued for compensation - - 222,380 22 50,658 - - - 50,680 Shares issued to management and employees from common stock subscribed 875,000 87 ( 875,000 ) ( 87 ) - - - - - Fair value of shares under compensation plan - - - - 242,654 - - - 242,654 Shares issued under severance agreement 400,000 40 - - 167,960 - - - 168,000 Common stock issued to employees for compensation 267,030 27 - - 112,142 - - - 112,169 Common stock issued under management compensation plan 678,302 68 ( 68 ) - - - - Common stock issued from common stock subscribed 832,911 85 ( 847,320 ) ( 85 ) - - - - - Common stock issued for cashless exercise of stock options 57,560 6 ( 6 ) - - - - Net loss for year ended December 31, 2023 - - - - - - - ( 4,355,152 ) ( 4,355,152 ) Balance – December 31, 2023 52,538,100 $ 5,251 - $ - $ 42,762,811 2,623,171 $ ( 1,141,370 ) $ ( 38,821,278 ) $ 2,805,414 See notes to consolidated financial statements. 31 Index Innovative Food Holdings, Inc. Consolidated Statements of Cash Flows For the Year For the Year Ended Ended December 31, December 31, 2023 2022 Cash flows from operating activities: Net loss $ ( 4,355,152 ) $ ( 1,350,002 ) Adjustments to reconcile net loss to net cash used in operating activities: Gain on contingent liabilities - ( 295,600 ) Gain on disposition of asset ( 9,360 ) - Loss on sale of subsidiaries 45,022 - Impairment of investment - 286,725 Impairment of intangible assets 1,315,822 - Depreciation and amortization 557,268 562,072 Allowance for slow moving and obsolete inventory 189,582 - Amortization of right of use asset 51,756 66,740 Amortization of prepaid loan fees 3,297 115,760 Stock based compensation 405,503 576,964 Value of stock appreciation rights 255,020 - Loss on extinguishment of debt - 40,556 Provision (recoveries) for doubtful accounts 73,330 ( 1,915 ) Changes in assets and liabilities: Accounts receivable, net 479,247 ( 1,710,716 ) Inventory and other current assets, net ( 135,593 ) 80,807 Accounts payable and accrued liabilities ( 439,336 ) 1,169,514 Accrued separation costs - related parties 1,422,937 - Deferred revenue ( 243,149 ) ( 73,251 ) Operating lease liability ( 51,756 ) ( 66,740 ) Net cash used in operating activities ( 435,562 ) ( 599,086 ) Cash flows from investing activities: Acquisition of property and equipment ( 122,403 ) ( 114,966 ) Cash received from sale of subsidiaries 75,000 - Cash received from disposition of asset 11,071 - Net cash used in investing activities ( 36,332 ) ( 114,966 ) Cash flows from financing activities: Payment of offering costs for stock previously issued - ( 50,000 ) Cash received from notes payable, net of costs 3,285,588 - Principal payments on debt ( 187,611 ) ( 172,422 ) Principal payments financing leases ( 88,813 ) ( 176,494 ) Principal payments on line of credit ( 2,014,333 ) - Cost of debt financing - ( 110,305 ) Net cash provided by (used in) financing activities 994,831 ( 509,221 ) Increase (decrease) in cash and cash equivalents 522,937 ( 1,223,273 ) Cash and cash equivalents at beginning of period 4,899,398 6,122,671 Cash and cash equivalents at end of period – continuing operations $ 5,327,016 $ 4,779,694 Cash and cash equivalents at end of period – discontinued $ 95,319 $ 119,704 Cash and cash equivalents at end of period – total $ 5,422,335 $ 4,899,398 Supplemental disclosure of cash flow information: Cash paid during the period for: Interest $ 802,076 $ 461,563 Taxes $ - $ - Non-cash investing and financing activities: (Decrease) Increase in right of use assets & liabilities $ - $ ( 13,216 ) Finance lease for fixed assets $ - $ 42,500 Debt to Fifth Third Bank paid directly by Maple Mark Bank $ - $ 7,686,481 Par value of shares issued, previously accrued $ 87 $ - Issuance of common stock for severance agreement previously accrued $ 168,000 $ - Reclassify fixed assets as held for sale $ 649,984 $ - See notes to consolidated financial statements. 32 Index INNOVATIVE FOOD HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2023 and 2022 1. NATURE OF ACTIVITIES AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying audited consolidated financial statements include those of Innovative Food Holdings, Inc. and all of its wholly-owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-K. All intercompany transactions have been eliminated in consolidation. In the opinion of management, the audited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. Business Activity We provide difficult-to-find specialty foods primarily to both Professional Chefs and Home Gourmets through our relationships with producers, growers, makers and distributors of these products worldwide. The distribution of these products primarily originates from our three unified warehouses and those of our drop ship partners, and is driven by our proprietary technology platform. In addition, we provide value-added services through our team of food specialists and Chef Advisors who offer customer support, menu ideas, and preparation guidance. Restructuring During the fourth quarter of 2023 we made the decision to focus more on our Business to Business (B2B) activities and less on our Direct to Consumer (D2C) products. Our subsidiaries GROW and Oasis were sold effective December 29, 2023; Haley is being held for sale; and the activities of P Innovations will be abandoned. Our remaining D2C business, primarily operated within iGourmet and Mouth, will be downsized. See note 2. Discontinued Operations During the fourth quarter of 2023 we made the decision to discontinue certain of our business activities. Our subsidiaries GROW and Oasis were sold effective December 29, 2023; Haley is being held for sale; and the activities of P Innovations will be abandoned. See note 2. Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements – Discontinued Operations, the accounts of these entities have been included in “Net loss from discontinued operations” in our consolidated statements of operations. Additionally, the assets and liabilities of these entities have been presented as discontinued operations in our consolidated balance sheets as of December 31, 2023 and December 31, 2022. See Note 2. Use of Estimates The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are allowance for accounts receivable, allowance for slow moving and obsolete inventory, income taxes, intangible assets, contingent liabilities, operating and finance right of use assets and liabilities, and equity-based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future. Reclassifications Certain amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation of discontinued operations. See note 2. 33 Index Revenue Recognition The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues. For revenue from product sales (i.e., specialty foodservice and e-commerce), the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 “ Revenue from Contracts with Customers ”. A five-step analysis must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required. Revenue from brand management services are comprised of fees and/or commissions associated with client sales. Revenue from brand management services are recognized at the point in time when services are rendered to the client. Warehouse and logistic services revenue is primarily comprised of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer. Disaggregation of Revenue The following table represents a disaggregation of revenue by from sales for the years ended December 31, 2023 and 2022: Year Ended December 31, 2023 2022 Specialty foodservice $ 59,845,130 $ 64,012,458 E-Commerce 11,220,086 13,964,684 Warehouse and Logistic Services 1,153,780 927,033 Total $ 72,218,996 $ 78,904,175 Cost of goods sold We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs. We have also included all payroll costs as cost of goods sold in our leasing and logistics services business. Selling, general, and administrative expenses We have included in selling, general, and administrative expenses all other costs which support the Company’s operations, but which are not includable as a cost of sales. These include primarily payroll, facility costs such as rent and utilities, selling expenses such as commissions and advertising, amortization of intangible assets, depreciation, and other administrative costs including professional fees and costs associated with non-cash stock compensation. Advertising costs are expensed as incurred. Cash and Cash Equivalents Cash equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate obligations. Concentrations of Credit Risk Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. At December 31, 2023 and 2022, trade receivables from the Company’s largest customer amounted to 26 % and 20 %, respectively, of total trade receivables. During the year ended December 31, 2023 and 2022, sales from the Company’s largest customer amounted to 47 % and 49 % of total sales, respectively. 34 Index The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At December 31, 2023 and 2022, the total cash in excess of these limits was $ 988,825 and $ 3,205,568 , respectively. Accounts Receivable The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $ 46,477 and $ 340,225 at December 31, 2023, and 2022, respectively. Assets Held for Sale Assets held for sale include the net book value of property and equipment that the Company plans to sell within the next year. Long-lived assets that meet the held for sale criteria are held for sale and reported at the lower of their carrying value or fair value, less estimated costs to sell. If the determination is made that the Company no longer expects to sell an asset within the next year, the asset is reclassified out of assets held for sale. Property and Equipment Property and equipment are valued at cost. Depreciation is provided over the estimated useful lives up to five years using the straight-line method. Leasehold improvements are depreciated on a straight-line basis over the term of the lease. The estimated service lives of property and equipment are as follows: Computer Equipment 3 years Warehouse Equipment 5 years Warehouse Equipment - Heavy 10 years Office Furniture and Fixtures 5 years Vehicles 5 years Buildings 30 years Inventories Inventory is valued at the lower of cost or market and is determined by the first-in, first-out method. In addition to an allowance for obsolete or slow moving inventory, the Company adjusts inventory based upon bi-weekly cycle counts and upon the expiration date of food products. Deferred Revenue Certain customer arrangements in the Company's business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from the date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships as cash is received, and the liability is reduced when the card is redeemed or the product delivered. The following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets: Balance as of December 31, 2021 $ 1,631,406 Cash payments received 1,833,947 Net sales recognized ( 1,909,122 ) Balance as of December 31, 2022 $ 1,556,231 Cash payments received 3,162,005 Net sales recognized ( 3,405,399 ) Balance as of December 31, 2023 $ 1,312,837 35 Index Income Taxes The Company accounts for income taxes under the asset and liability method in accordance with ASC 740. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The components of the deferred tax assets and liabilities are classified as current and non-current based on their characteristics. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations. This standard was adopted by the Company effective January 1, 2021. Fair Value of Financial Instruments The carrying amount of the Company’s cash and cash equivalents, accounts receivable, notes payable, line of credit, accounts payable and accrued expenses, none of which is held for trading, approximates their estimated fair values due to the short-term maturities of those financial instruments. The Company adopted ASC 820-10, “Fair Value Measurements”, which provides a framework for measuring fair value under GAAP. ASC 820-10 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820-10 requires that valuation techniques maximize the use of observable inputs and minimize the use of unobservable inputs. Long-Lived Assets The Company reviews its property and equipment and any identifiable intangibles for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the future undiscounted operating cash flow expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Long-lived assets to be disposed of are reported at the lower of carrying amount or fair value less costs to sell. During the year ended December 31, 2023, the Company made the strategic decision to allocate fewer resources to our D2C products; pursuant to this decision, we made the determination that the carrying value of the tradenames held by our subsidiaries iGourmet and Mouth could not be recovered. Accordingly, the Company recorded impairment charges in the amounts of $ 1,055,400 and $ 260,422 against the tradenames held by iGourmet and Mouth, respectively, reducing the carrying value of these intangible assets to $ 0 . Cost Method Investments The Company has made several investments in early stage private food related companies and are accounting for these investments under the cost method. At December 31, 2022, the Company made the determination that it was unlikely to recover the cost of these investments, and recorded an impairment in the amount of $ 286,725 . Basic and Diluted Income Per Share Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock, and convertible debt. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period. The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation. 36 Index Dilutive shares at December 31, 2023: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at December 31, 2023: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.41 125,000 0.32 $ 0.50 125,000 0.32 $ 0.60 50,000 1.99 $ 1.00 50,000 1.99 $ 0.55 350,000 0.80 Restricted Stock Awards At December 31, 2023, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days , and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days . Stock-based compensation During the year ended December 31, 2023, the Company charged the amount of $ 293,334 to operations in connection with management stock-based compensation plans. The Company also charged the amount of $ 112,169 to operations in connection 267,030 shares of common stock granted to three employees as compensation. See note 16. Dilutive shares at December 31, 2022: Stock Options The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at December 31, 2022: Weighted Average Remaining Exercise Number Contractual Price of Options Life (years) $ 0.41 125,000 1.32 $ 0.50 125,000 1.32 $ 0.60 50,000 2.99 $ 0.62 360,000 1.00 $ 0.85 540,000 1.00 $ 1.00 50,000 2.99 $ 1.20 1,050,000 0.90 $ 0.93 2,300,000 1.07 Restricted Stock Awards At December 31, 2022, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days , and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days . 37 Index Stock-based compensation During the year ended December 31, 2022, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: an aggregate total of 2,149,384 shares of common stock with a market value of $ 561,600 were accrued for issuance to its Chief Executive Officer; of this amount, 381,036 with a market value of $ 95,414 were withheld for the payment of income taxes, and the net number of shares issuable to the Chief Executive Officer was 1,768,348 with a market value of $ 466,186 . Also during the period an aggregate total of 103,256 shares of common stock with a market value of $ 40,000 were accrued for issuance to two board members. These restricted stock grants are being amortized over their vesting periods of one to three years. During the year ended December 31, 2022, the total amount of $ 506,186 was charged to non-cash compensation and $ 95,414 was charged to cash compensation in connection with these grants. Leases The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities. ROU assets represent the right of use to an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term. New Accounting Pronouncements Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements. 2. DISCONTINUED OPERATIONS During the fourth quarter of fiscal 2023, in connection with an analysis of the Company’s sales mix and profitability by service offering, management made the strategic decision to focus on the Company’s Business to Business (B2B) service offering and to allocate fewer resources to and in some cases to sell certain of the Company’s subsidiaries involved in our Direct to Consumer (D2C) service offerings. Pursuant to this strategy, on December 29, 2023, the Company completed the sales of its Grow and Oasis subsidiaries (see note 3). In addition, Haley is being held for sale, and the operations of P Innovations will be abandoned. We have recorded the accounts of these entities pursuant to the guidance of ASC 205-20 and have classified the accounts of these entities as discontinued operations in the Company’s financial statements for the years ended December 31, 2023 and 2022. The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets: December 31, December 31, 2023 2022 Current assets - discontinued operations: Cash $ 95,319 $ 119,704 Accounts receivable 501 174,825 Inventory 41 - Other current assets - 54,459 Total current assets - discontinued operations $ 95,861 $ 348,988 Current liabilities - discontinued operations: Accounts payable and accrued liabilities $ 986 $ 21,052 Accrued payroll and related liabilities 3,267 - Deferred revenue 2,169 1,924 Total current liabilities - discontinued operations $ 6,422 $ 22,976 38 Index The following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated statements of operations: Year Ended December 31, December 31, 2023 2022 Revenue $ 1,242,673 $ 1,198,789 Cost of goods sold ( 56,955 ) ( 37,381 ) Gross margin 1,185,718 1,161,408 Selling, general, and administrative expenses ( 1,382,983 ) ( 1,393,091 ) Interest income 1,135 1,133 Loss from discontinued operations, net of tax $ ( 196,130 ) $ ( 230,550 ) The following information presents the major classes of line items constituting significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations: Year Ended December 31, December 31, 2023 2022 Accounts receivable $ - $ ( 140,382 ) Other assets $ ( 54,459 ) $ 1,809 Accounts payable and accrued liabilities $ ( 17,285 ) $ 1,623 Deferred revenue $ 245 $ 1,924 3. SALE OF SUBSIDIARIES On December 29, 2023, the Company sold 100 % of the equity interests in Organic Food Brokers, LLC (“OFB, GROW”) and Oasis Sales Corp. “(Oasis”) to a single buyer for a purchase price of $ 75,000 . The Company recorded a loss in the amount of $ 45,022 on this transaction. 4. ACCOUNTS RECEIVABLE At December 31, 2023 and 2022, accounts receivable consists of: 2023 2022 Accounts receivable from customers $ 4,354,203 $ 4,794,570 Allowance for credit losses ( 46,477 ) - Accounts receivable, net $ 4,307,726 $ 4,794,570 During the years ended December 31, 2023 and 2022, the Company charged (recovered) the amount of $ 73,330 and $( 1,915 ), respectively, to bad debt expense. 5. INVENTORY Inventory consists of specialty food products. At December 31, 2023 and 2022, inventory consisted of the following: 2023 2022 Finished goods inventory $ 3,162,716 $ 3,053,852 Allowance for slow moving & obsolete inventory ( 189,582 ) - Finished goods inventory, net $ 2,973,134 $ 3,053,852 39 Index 6. PROPERTY AND EQUIPMENT A summary of property and equipment at December 31, 2023 and 2022 is as follows: December 31, 2023 December 31, 2022 Land $ 1,079,512 $ 1,256,895 Building 6,571,496 7,191,451 Computer and Office Equipment 597,834 609,018 Warehouse Equipment 477,090 378,957 Furniture and Fixtures 940,960 1,021,481 Vehicles 58,353 109,441 Total before accumulated depreciation 9,725,245 10,567,243 Less: accumulated depreciation ( 2,725,230 ) ( 2,645,682 ) Total $ 7,000,015 $ 7,921,561 Depreciation expense for property and equipment amounted to $ 392,354 and $ 379,632 for the years ended December 31, 2023 and 2022, respectively, which is recorded in selling, general & administrating expenses on the Company’s statement of operations. During the year ended December 31, 2023, the Company disposed of a vehicle with a cost of $ 51,091 and accumulated depreciation of $ 49,380 . 7. PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE Assets held for sale include the net book value of property and equipment the Company plans to sell within the next year. Long lived assets that meet the criteria are held for sale and reported at the lower of their carrying value or fair value less estimated cost to sell. As of December 31, 2023, the Company classified the land, building, leasehold improvements, and certain equipment located at 28411 Race Track Road, Bonita Springs, Florida, 34135. See note 22. These net book value of these assets consisted of the following at December 31, 2023: December 31, 2023 Land $ 177,383 Building 431,147 Furniture, fixtures, and equipment 41,313 Total $ 649,843 8. RIGHT OF USE ( “ ROU ” ) ASSETS AND LEASE LIABILITIES – OPERATING LEASES The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend. The Company’s lease expense for the years ended December 31, 2023 and December 31, 2022 was entirely comprised of operating leases and amounted to $ 58,915 and $ 78,849 , respectively. The Company’s ROU asset amortization for the years ended December 31, 2023 and December 31, 2022 was $ 51,756 and $ 66,740 , respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest. Right of use assets – operating leases are summarized below: December 31, 2023 December 31, 2022 Warehouse equipment $ 21,869 $ 36,170 Office - 106,601 Office equipment 6,650 9,654 Right of use assets, net $ 28,519 $ 152,425 40 Index Operating lease liabilities are summarized below: December 31, 2023 December 31, 2022 Warehouse equipment $ 21,869 $ 36,170 Office - 106,601 Office equipment 6,650 9,654 Lease liability $ 28,519 $ 152,425 Less: current portion ( 17,131 ) ( 64,987 ) Lease liability, non-current $ 11,388 $ 87,438 Maturity analysis under these lease agreements are as follows: Year ended December 31, 2024 $ 18,531 Year ended December 31, 2025 11,684 Total $ 30,215 Less: Present value discount ( 1,696 ) Lease liability $ 28,519 During the year ended December 31, 2023, the Company recorded the removal of a right of use asset and lease liability in the amount of $ 72,150 due to the termination of an office lease. During the year ended December 31, 2022, the Company recorded the removal of a right to use asset and lease liability in the amount of $ 13,216 due to damage to the asset. 9. RIGHT OF USE ASSETS – FINANCING LEASES The Company has financing leases for vehicles and warehouse equipment. (See note 15.) Right of use asset – financing leases are summarized below: December 31, 2023 December 31, 2022 Vehicles 404,858 404,858 Warehouse Equipment 555,416 555,416 Total before accumulated depreciation 960,274 960,274 Less: accumulated depreciation ( 523,871 ) ( 389,951 ) Total $ 436,403 $ 570,323 Depreciation expense on right of use assets for the years ended December 31, 2023 and 2022 was $ 133,920 and $ 141,216 , respectively. During the year ended December 31, 2022 the Company recorded right of use assets and lease liabilities in the amount of $ 42,500 due to the execution of new financing lease agreements. 41 Index Financing lease liabilities are summarized below: December 31, 2023 December 31, 2022 Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $ 16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 5,512 and $ 354 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 5,192 and $ 675 , respectively. $ 2,884 $ 8,396 Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $ 5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 1,996 and $ 128 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 1,879 and $ 244 , respectively. $ 1,044 $ 3,040 Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $ 514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amount of $ 104,019 and $ 15,289 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amount of $ 97,964 and $ 21,337 , respectively. $ 197,707 $ 301,726 Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $ 152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 21,467 and $ 4,788 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 20,334 and $ 5,923 , respectively. $ 76,218 $ 97,685 Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $ 128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 25,252 and $ 2,657 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 23,240 and $ 4,669 respectively. $ 18,035 $ 43,287 Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $ 80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 11,787 and $ 1,988 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 11,215 and $ 2,562 , respectively. $ 33,322 $ 45,109 Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $ 42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1 %. During the year ended December 31, 2023, the Company made principal and interest payments on this lease obligation in the amounts of $ 20,032 and $ 1,564 , respectively. During the year ended December 31, 2022, the Company made principal and interest payments on this lease obligation in the amounts of $ 16,675 and $ 740 , respectively. $ 5,794 $ 25,826 Total $ 335,004 $ 525,069 Current portion $ 115,738 $ 191,977 Long-term maturities 219,266 333,092 Total $ 335,004 $ 525,069 42 Index Aggregate maturities of lease liabilities – financing leases as of December 31, 2023 are as follows: For the year ended December 31, 2024 $ 173,250 2025 124,232 2026 33,175 2027 4,347 Total $ 335,004 10. INTANGIBLE ASSETS The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis, igourmet, OFB, Haley, and M Innovations. These assets include non-compete agreements, customer relationships, trade names, internally developed technology, and goodwill. The Company has also capitalized the development of its website. Other Amortizable Intangible Assets Other amortizable intangible assets consist of $ 1,055,400 of trade names held by igourmet, $ 260,422 of trade names held by Mouth, and $ 217,000 of trade names held by Artisan. The Company followed the guidance of ASC 360 “Property, Plant, and Equipment” (“ASC 360”) in assessing these assets for impairment. ASC 360 states that impairment testing should be completed whenever events or changes in circumstances indicate the asset’s carrying value may not be recoverable. During the year ended December 31, 2023, the Company made the strategic decision to allocate fewer resources to our D2C products; pursuant to this decision, we made the determination that it was unlikely that the carrying value of tradenames held by igourmet in the amount were recoverable. Accordingly, we recorded impairments to these assets in the amounts of $ 1,055,400 and $ 260,422 , respectively. The Company acquired certain intangible assets pursuant to the acquisitions through Artisan, Oasis, igourmet, OFB, Haley, and M Innovations. The following is the net book value of these intangible assets: December 31, 2023 Accumulated Cost Amortization Net Trade Name 217,000 - 217,000 Internally Developed Technology 875,643 ( 875,643 ) - Website 84,000 ( 84,000 ) - Total $ 1,176,643 $ ( 959,643 ) $ 217,000 December 31, 2022 Accumulated Cost Amortization Net Trade Name 1,532,822 - 1,532,822 Internally Developed Technology 875,643 ( 875,643 ) - Website 84,000 ( 53,006 ) 30,994 Total $ 2,491,925 $ ( 926,649 ) $ 1,563,276 The trade names are not considered finite-lived assets and are not being amortized. 43 Index 11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES Accounts payable and accrued liabilities at December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 December 31, 2022 Trade payables and accrued liabilities $ 6,046,396 $ 6,599,675 Accrued payroll and commissions 206,555 232,526 Total $ 6,252,951 $ 6,832,201 12. ACCRUED SEPARATION COSTS – RELATED PARTIES On February 3, 2023, the Company entered into a Severance Note, an Agreement and General Release, and a Side Letter thereto with Sam Klepfish (the “SK Agreements”), its prior CEO and a current board member. The SK Agreements provide, among other things, for Mr. Kelpfish’s resignation from all positions with the Company and its subsidiaries on February 28, 2023, except that Mr. Klepfish will remain a director and member of the board of the Company, confidentiality and non-disparagement conditions, nomination of Mr. Klepfish for future election to the board of directors at least through the 2024 general meeting of shareholders based on certain minimum stock ownership and Board Observer rights when Mr. Klepfish is no longer a director but maintains certain minimum agreed upon stock ownership. The payment terms are $ 250,000 upon effectiveness and an additional $ 1,000,000 payable in weekly payments of $ 6,410.26 from March 8, 2023 through March 6, 2026. The $250,000 was paid into an escrow account with the requirement that they are released to Mr. Klepfish on his separation date. The $1,000,000 portion is in the form of an unsecured, non-interest bearing note payable to Mr. Klepfish. The SK Agreements also call for the delivery of 400,000 shares of the Company’s common stock valued at $ 168,000 based upon the closing price of the Company’s common stock on Mr. Klepfish’s separation date of February 28, 2023 (see note 16); in addition, for delivery on June 1, 2027 of additional shares of the Company’s common stock equal to the greater of (i) the number of shares with an aggregate fair market value of $ 400,000 on such date, or (ii) 266,666 shares. The Company also agreed to pay a total of $ 1,199 of Cobra insurance costs on behalf of Mr. Klepfish over eighteen months. The total amount accrued in connection with the SK Agreements was $ 1,819,199 . On February 28, 2023, the Company entered into a separation agreement (the “Wiernasz Separation Agreement”) with Justin Wiernasz, its prior director and previous Director of Strategic Acquisitions. Pursuant to the Wiernasz Separation Agreement, the Company agreed to a payment of $ 100,000 in cash as follows: $ 33,333 upon execution of the agreement, $ 33,333 on March 15, 2023, and $ 33,334 on April 15, 2023. The Company also agreed to make the Cobra insurance payments on behalf of Mr. Wiernasz in the amount of $ 2,548 per month for twelve months with a maximum of $ 26,451 . The total amount accrued in connection with the Wiernasz Separation Agreement was $ 126,451 . On February 6, 2024, the Company entered into a separation agreement with Richard Tang, its Chief Financial Officer (the “Tang Separation Agreement”) effective as of December 31, 2023. Pursuant to the Tang Separation Agreement, the Company will pay to Mr. Tang, in equal installments over a five month period, the gross sum of $ 113,918 . In addition, Mr. Tang may submit for reimbursement up to $ 4,000 of legal expenses connected with the review of this separation agreement. The severance payment will be made in the following installments: (i) $ 25,890 to be paid the week of March 4, 2024; (ii) $ 5,178 to be paid each successive week for seventeen weeks beginning the week of March 11, 2024, until the Severance Payment is completed. In addition, if Tang timely elects to continue his group health insurance benefits under the Consolidated Omnibus Reconciliation Act (“COBRA”), the Company will reimburse Tang’s group health insurance premiums (“COBRA Premiums”) for the lesser of: (a) the period of time Employee is eligible to continue his group health insurance benefits under COBRA and (b) the five-month period immediately following the Separation Date. Reimbursements will be paid within thirty days of when Tang submits a request for reimbursement and supporting documentation. During the year ended December 31, 2023, the Company made the following payments in connection with the SK Agreements: The Company paid cash in the amount of $ 525,643 to Mr. Klepfish and made Cobra payments on behalf of Mr. Klepfish in the amount of $ 200 . The Company also issued 400,000 shares of common stock with a fair value of $ 168,000 . During the year ended December 31, 2023, the Company made the following payments in connection with the Wiernasz Separation Agreement: The Company paid cash in the amount of $ 100,000 and made Cobra payments on behalf of Mr. Weirnasz in the amount of $ 25,484 . During the year ended December 31, 2023, the Company did not make any payments in connection with the Tan Separation Agreement. 44 Index The following table represents the amounts accrued, paid, and outstanding on these agreements as of December 31, 2023: Total Paid / Issued Balance Current Non-current Mr. Klepfish: Cash – through March 6, 2026 $ 1,000,000 $ ( 275,643 ) $ 724,357 $ 333,332 $ 391,025 Cash - upon agreement execution 250,000 ( 250,000 ) - - - Stock - June 1, 2027 400,000 - 400,000 - 400,000 Stock - Issued in April 2023 168,000 ( 168,000 ) - - - Cobra - over eighteen months 1,199 - 1,199 1,199 - Total – Mr. Klepfish $ 1,819,199 $ ( 693,643 ) $ 1,125,556 $ 334,531 $ 791,025 Mr. Wiernasz: Cash - three equal payments $ 100,000 $ ( 100,000 ) $ - $ - $ - Cobra - over eighteen months 26,451 ( 25,484 ) 967 967 - Total - Mr. Wiernasz $ 126,451 $ ( 125,484 ) $ 967 $ 967 $ - Mr. Tang: Cash – over seventeen weeks $ 113,918 $ - $ 113,918 $ 113,918 $ - Cobra - over five months 14,495 - 14,495 14,495 - Total - Mr. Tang $ 128,413 $ - $ 128,413 $ 128,413 $ - Total Company $ 2,074,063 $ ( 819,127 ) $ 1,254,936 $ 463,911 $ 791,025 13. STOCK APPRECIATION RIGHTS LIABILITY Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. See note 16. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $ 9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense. At December 31, 2023, the Smallwood SARs had a fair value of $ 255,020 ; the increase in fair value in the amount $ 245,226 was charged to non-cash compensation during the year ended December 31, 2023. 14. REVOLVING CREDIT FACILITIES December 31, 2023 December 31, 2022 On June 6, 2022, the Company entered into a revolving credit facility (the “MapleMark Revolver”) with MapleMark Bank ("MapleMark”) in the initial amount of $ 2,014,333 . The borrowing base amount is based upon 80% of eligible accounts receivables and 60% of eligible inventory. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the Fifth Third Bank Line of Credit. Any amounts borrowed under the MapleMark Revolver will bear interest at the greater of (a) the Base Rate (the rate of interest per annum quoted in the “Money Rates” section of The Wall Street Journal from time to time and designated as the “Prime Rate”) plus 0.25% per annum and (b) 3.50% per annum. At December 31, 2023, the interest rate was 8.50 %. The MapleMark Revolver originally was due to mature on May 27, 2023. The Company applied for a USDA Guarantee and on June 9, 2023, this guarantee was approved. At this time, the Revolver was expanded to $ 3,000,000 and its term extended to May 27, 2024. The MapleMark Revolver contains certain negative covenants. During the years ended December 31, 2023 and 2022, the Company paid interest in the amount of $ 115,429 and $ 71,145 , respectively, on the MapleMark Revolver. During the year ended December 31, 2023, the Company made a principal payment in the amount of $ 2,014,333 on the MapleMark Revolver. At December 31, 2023, this loan has been fully satisfied. The amount of $ 2,014,333 is available to the Company under the MapleMark Revolver at December 31, 2023. $ - $ 2,014,333 Total $ - $ 2,014,333 45 Index 15. NOTES PAYABLE December 31, 2023 December 31, 2022 On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 1”) for the original amount of $ 5,324,733 . This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. Amounts outstanding under the Term Loans accrued interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At December 31, 2022, the interest rate was 8.75 %. The MapleMark loan was originally due to mature on May 27, 2023 . and in the event United States Department of Agriculture issues a guarantee of repayment of the MapleMark loan in favor of the Company pursuant to its Business and Industry Loan Guarantee Program (the “USDA Guarantee”), at the Company’s option, the amount of the MapleMark loan can be expanded to $7,420,000. Upon approval of the USDA Loan Guarantee on June 9, 2023, the Company refinanced its term loans with MapleMark Bank. On June 14, 2023, the Company paid the principal and interest due on the MapleMark Term Loan 1 in the amount of $ 5,324,733 and $ 61,715 , respectively, with proceeds of the MapleMark Term Loan 3 (see below). The Maple Mark Term Loan 1 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $ 57,106 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the year ended December 31, 2023, the Company accrued interest in the amount of $ 221,176 on the MapleMark Term Loan 1. At December 31, 2023, this loan has been fully satisfied. $ - $ 5,324,733 46 Index December 31, 2023 December 31, 2022 On June 13, 2023, the Company entered into a term loan with MapleMark Bank (the “MapleMark Term Loan 3”) in the amount of $ 9,057,840 . Principal and interest due on the MapleMark Term Loan 1 in the amounts of $5,324,733 and $61,715, respectively, were paid with proceeds of the MapleMark Term Loan 3. The MapleMark Term Loan 3 is payable in monthly installments of $ 80,025 commencing July 1, 2023 and continuing through June 13, 2048 . Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At December 31, 2023, the interest rate was 9.50 %. The MapleMark Term Loan 3 matures on June 13, 2048. The MapleMark Term Loan 3 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company created a discount on the MapleMark Term Loan 3 for costs in the amount of $ 385,803 which will be amortized over the life of the loan. During the year ended December 31, 2023, the Company amortized $ 3,297 of these costs to interest expense. During the year ended December 31, 2023, the Company made principal payments in the amount of $ 72,198 on this loan. During the year ended December 31, 2023, the Company accrued interest in the amount of $ 485,956 on the MapleMark term Loan 3. At December 31, 2023, accrued interest on this note was $ 75,442 . $ 8,985,642 $ - 47 Index December 31, 2023 December 31, 2022 On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $ 356,800 . This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $ 2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $ 303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $ 23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. During the year ended December 31, 2023, the Company made principal payments in the amount of $ 3,895 on this loan. During the year ended December 31, 2023, the Company accrued interest in the amount of $ 27,134 on this loan. At December 31, 2023, accrued interest on this note was $ 2,018 . $ 352,905 $ 356,800 A note payable in the amount of $ 20,000 . The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9 %. During the year ended December 31, 2023, the Company accrued interest in the amount of $ 378 on this note. At December 31, 2023, accrued interest on this note was $ 18,482 . $ 20,000 $ 20,000 Vehicle acquisition loan dated December 6, 2018 in the original amount of $ 51,088 , payable in sixty monthly installments of $ 955 including interest at the rate of 4.61 % maturing November 5, 2023 . During the year ended December 31, 2023, the Company made principal and interest payments in the amount of $ 10,267 and $ 228 $ - $ 10,267 Total $ 9,358,547 $ 5,711,800 Discount ( 382,506 ) - Net of discount $ 8,976,041 $ 5,711,800 Current portion $ 121,041 $ 5,711,800 Long-term maturities 8,855,000 - Total $ 8,976,041 $ 5,711,800 There was a total of $ 95,942 and $ 18,104 accrued interest on notes payable at December 31, 2023 and 2022, respectively. 48 Index Aggregate maturities of notes payable as of December 31, 2023 are as follows: For the period ended December 31, 2024 $ 122,005 2025 112,275 2026 123,659 2027 136,203 2028 149,894 Thereafter 8,714,511 Total $ 9,358,547 16. EQUITY Common Stock At December 31, 2023 and 2022 a total of 2,823,171 and 2,837,580 shares, respectively, were issued but deemed not outstanding by the Company. For the year ended December 31, 2023: On February 1, 2023, the Company issued 875,000 shares of common stock, net of 207,839 shares withheld for income taxes, to its previous Chief Financial Officer compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On February 28, 2023, the Company issued 267,030 shares with a value of $ 112,169 to three employees as compensation. On March 31, 2023, the Company accrued the issuance of 207,274 shares of common stock with a value of $ 45,680 to its then officers and directors for compensation. These shares were recorded to common stock to be issued. On April 26, 2023, the Company issued 400,000 shares of common stock to the previous Chief Executive Officer pursuant to the SK Agreements. See note 16. On June 30, 2023, the Company accrued the issuance of 15,106 shares of common stock with a value of $ 5,000 to two directors for compensation. These shares were recorded to common stock to be issued. On July 7, 2023, the Company issued 178,626 shares of common stock to a designee of its previous Chief Executive Officer as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On August 31, 2023, the Company issued 14,754 shares of common stock to its previous Director of Strategic Acquisitions as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On September 6, 2023, the Company issued 236,810 shares of common stock to a board member as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On September 6, 2023, the Company issued 222,401 shares of common stock, net of 14,409 shares owed to the Company from a previous transaction to a board member as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On September 6, 2023, the Company issued 320 shares of common stock to a previous employee as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On October 2, 2023, the Company issued 30,000 shares of common stock to a service provider as compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued. On November 7, 2023, the Company issued 678,302 shares of common stock, net of 265,229 shares withheld for income tax purposes, to its Chief Executive Officer pursuant to his compensation plan. The fair value of these shares at the inception of the plan in the amount of $ 190,072 is charged to operations over the thirty-four month life of the plan. 49 Index On December 30, 2023, the Company issued the net amount of 57,560 shares of common stock in a cashless exercise of 360,000 options at a price of $ 0.62 per share. On February 15, 2024, the Company issued 150,000 shares of common stock to a previous director for options previously exercised. These shares were recorded as issued on the Company’s balance sheet effective December 31, 2023. For the year ended December 31, 2022: On April 8, 2022, the Company issued 33,445 shares with a value of $ 11,405 to an employee as compensation. On April 25, 2022, the Company issued 142,857 shares with a value of $ 48,543 to a service provider. Stock Appreciation Rights Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. The Smallwood SARs vest upon issuance, and expire on December 31, 2026; 750,000 of the Smallwood SARs are priced at $ 1.50 per share, and 750,000 are priced at $ 2.00 per share. It is the Company’s intention to settle the Smallwood SARs in cash. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $ 9,794 upon issuance. This amount was charged to non-cash compensation and credited to a current liability on the Company’s balance sheet. The Smallwood SARs will be revalued each reporting period and any change in value will be charged to compensation expense. At December 31, 2023, the Smallwood SARs had a fair value of $ 255,020 ; the increase in value in the amount of $ 245,226 was charged to compensation expense. See note 13. The Smallwood SARs were valued using the Black-Scholes valuation model utilizing the following variables: Volatility 45.0 - 53.3 % Dividends $ 0 Risk-free interest rates 3.67 - 4.87 % Expected term (years) 2.63 - 2.51 Share-based Incentive Plans CEO Stock Plan On February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO. See note 16. Pursuant to this agreement, Mr. Bennett was provided with an incentive compensation plan (the “CEO Stock Plan”) whereby Mr. Bennett would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.60 2.00 % 943,531 $ 0.80 1.50 % 707,649 $ 1.00 1.00 % 471,766 $ 1.20 0.75 % 353,824 $ 1.40 0.75 % 353,824 $ 1.60 0.50 % 235,883 $ 1.80 0.50 % 235,883 $ 2.00 0.50 % 235,883 The CEO Stock Plan had a fair value of $ 660,541 at inception (see “Stock Plan Valuation” section below). This amount is being amortized over the 34 month life of the plan. During the year ended December 31, 2023, $195,047 of this amount was charged to operations. 50 Index During the year ended December 31, 2023, the first of the price targets under the CEO Stock Plan was achieved, and Mr. Bennett was eligible to receive 943,531 shares of the Company’s common stock. On November 7, 2023, 678,302 of these shares were issued to Mr. Bennet and of 265,229 shares were withheld for income tax purposes. COO Stock Plan On April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May 15, 2023. See note 16. Pursuant to this agreement, Mr. Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”) whereby Mr. Smallwood would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 0.87 0.40 % 196,627 $ 1.16 0.30 % 147,470 $ 1.45 0.20 % 98,313 $ 1.74 0.15 % 73,735 $ 2.03 0.15 % 73,735 $ 2.32 0.10 % 49,157 $ 2.61 0.10 % 49,157 $ 2.90 0.10 % 49,157 The COO Stock Plan had a fair value of $ 199,951 at inception (see “Stock Plan Valuation” section below). This amount is being amortized over the 31.5-month life of the plan. During the year ended December 31, 2023, $ 47,607 of this amount was charged to operations. At December 31, 2023, none of the price targets under the COO Stock Plan have been achieved. CFO Stock Plan On December 29, 2023, the Company entered into an employment agreement with Gary Schubert to become the Company’s CFO effective January 1, 2024. See note 16. Pursuant to this agreement, Mr. Schubert was provided with an incentive compensation plan (the “CFO Stock Plan”) whereby Mr. Schubert would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below: Number of Shares Granted - Lower of: Stock Number of Shares Issued Maximum Price and Outstanding on Number of Target Grant Date Multiplied by: Shares $ 1.23 0.40 % 131,085 $ 1.63 0.30 % 98,313 $ 2.04 0.20 % 65,542 $ 2.45 0.15 % 49,157 $ 2.86 0.15 % 49,157 $ 3.27 0.10 % 32,771 $ 3.68 0.10 % 32,771 $ 4.08 0.10 % 32,771 The CFO Stock Plan had a fair value of $ 238,747 at inception (see “Stock Plan Valuation” section below). This amount will be amortized over the 30-month life of the plan beginning January 1, 2024. During the year ended December 31, 2023, $ 0 of this amount was charged to operations. At December 31, 2023, none of the price targets under the COO Stock Plan have been achieved. 51 Index Valuation of Stock Plans The Company relied upon the guidance of Statement of Financial Account Standards No. 718 Compensation – Stock Compensation (“ASC 718”) in accounting for the CEO Stock Plan, the COO Stock Plan, and the CFO Stock Plan (collectively, the "Officer Stock Plans”). A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions: ● The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility. ● The Company would award the stock upon triggering the thresholds. ● Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company. ● No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations. ● Awards/Payouts were discounted at the risk–free rate. The Officer Stock Plans were valued using the following variables: Volatility 103.9 %- 113.7 % Dividends $ 0 Risk-free interest rates 4.29 %- 4.45 % Expected term (years) 2.63 - 2.91 The following variables were utilized in valuing the Smallwood SARs: Volatility 45.0 - 53.3 % Dividends $ 0 Risk-free interest rates 3.67 - 4.87 % Expected term (years) 2.63 - 2.51 Options For the year ended December 31, 2023: None. For the year ended December 31, 2022: The Company issued 125,000 two -year options with an exercise price of $ 0.41 per share and a grant date fair value of $ 1,708 to a service provider. These options vested upon issuance and will expire on April 25, 2024. The Company issued 125,000 two -year options with an exercise price of $ 0.50 per share and a grant date fair value of $ 384 to a service provider. These options vested upon issuance and will expire on April 25, 2024. 52 Index The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company as of December 31, 2023: Weighted Weighted Weighted average average average exercise exercise Range of Number of Remaining price of Number of price of exercise options contractual outstanding options exercisable Prices Outstanding life (years) Options Exercisable Options $ 0.41 125,000 0.32 $ 0.41 125,000 $ 0.41 $ 0.50 125,000 0.32 $ 0.50 125,000 $ 0.50 $ 0.60 50,000 1.99 $ 0.60 50,000 $ 0.60 $ 1.00 50,000 1.99 $ 1.00 50,000 $ 1.00 350,000 0.80 $ 0.93 350,000 $ 0.55 Transactions involving stock options are summarized as follows: Number of Shares Weighted Average Exercise Price Options outstanding at December 31, 2021 2,100,000 $ 0.99 Granted 250,000 0.46 Exercised - - Cancelled / Expired ( 50,000 ) 1.20 Options outstanding at December 31, 2022 2,300,000 $ 0.93 Granted - - Exercised ( 360,000 ) 0.62 Cancelled / Expired ( 1,590,000 ) 0.83 Options outstanding at December 31, 2023 350,000 $ 0.93 Aggregate intrinsic value of options outstanding and exercisable at December 31, 2023 and 2022 was $ 77,530 and $ 0 , respectively. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $ 0.74 and $ 0.21 as of December 31, 2023 and 2022, respectively, and the exercise price multiplied by the number of options outstanding. During the year ended December 31, 2023 and 2022, the Company charged $ 0 and $ 8,738 , respectively, to operations related to recognized stock-based compensation expense for stock options. The exercise price at grant dates in relation to the market price during 2023 and 2022 are as follows: 2023 2022 Exercise price lower than market price - - Exercise price equal to market price - - Exercise price exceeded market price $ - $ 0.41 to 0.50 As of December 31, 2023, and 2022, there were no non-vested options outstanding. 53 Index Accounting for stock options The Company valued stock options and stock appreciation rights using the Black-Scholes valuation model utilizing the following variables: December 31, December 31, 2023 2022 Volatility 95.55 - 53.30 % 24.43 % Dividends $ - $ - Risk-free interest rates 5.03 - 3.67 % 2.63 % Term (years) 3.63 - 3.00 2.00 17. RELATED PARTY TRANSACTIONS Hiring of COO On April 14, 2023, the Company entered into an Executive Employment Agreement with Brady Smallwood (the “Smallwood Agreement”). The Smallwood Agreement provides, among other things, for Mr. Smallwood to become the Company’s Chief Operating Officer; employment at-will with an initial term of employment from May 15, 2023 through December 31, 2025 with 9 months of Base Salary as severance payments if terminated without cause or resignation with Good Reason; an annual Base Salary of $ 300,000 with at least 3 % annual increases with additional annual increases; a $ 29,370 signing bonus; an annual incentive bonus equal to at least $ 80,000 prorated for partial years; and reimbursement of legal fees up to $ 5,000 . In addition, Mr. Smallwood was initially granted 1,500,000 stock options; on June 8, 2023, this stock option grant was changed to a one-time grant of 1.5 million stock appreciation rights, with 750,000 SARs priced at $ 1.50 and 750,000 SARs priced at $ 2.00 ; and participation in the Company’s benefit plans. Mr. Smallwood is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation. Mr. Smallwood is also eligible for stock grants based upon the market price of the Company’s common stock; see note 16. Hiring of CFO On December 22, 2023, the board of directors of the Company appointed Mr. Gary Schubert to the position of Chief Financial Officer of the Company, effective January 1, 2024 and on December 29, 2023 the Company entered into an Executive Employment Agreement with Mr. Schubert (the “Schubert Agreement”). The Schubert Agreement provides, among other things, for Mr. Schubert to become the Company’s Chief Financial Officer; employment at-will with an initial term of employment from January 1, 2024 through June 30, 2026 with 9 months of Base Salary as severance payments if terminated without cause or resignation with Good Reason; an annual Base Salary of $ 280,000 with at least 3 % annual increases with additional annual increases; a $ 30,000 signing bonus; an annual incentive bonus equal to at least $ 60,000 prorated for partial years; and reimbursement of legal fees up to $ 5,000 . In addition, Mr. Schubert was granted 1,500,000 stock options; on June 8, 2023, this stock option grant was changed to a one-time grant of 1.5 million stock appreciation rights, with 750,000 SARs priced at $ 1.50 and 750,000 SARs priced at $ 2.00 ; and participation in the Company’s benefit plans. Mr. Smallwood is also subject to the Company’s clawback policies and certain restrictive covenants including confidentiality, non-compete and non-solicitation. Mr. Smallwood is also eligible for stock grants based upon the market price of the Company’s common stock; see note 16. Separation of prior CEO and of a board member During the year ended December 31, 2023, the Company made the following payments in connection with separation agreements with Sam Klepfish, its prior CEO and current board member, and Justin Weirnasz, its prior Director of Strategic Acquisitions and board member. See note 12. The Company paid cash in the amount of $ 525,643 to Mr. Klepfish. The Company also issued 400,000 shares of common stock with a fair value of $ 168,000 . The Company paid cash in the amount of $ 100,000 to Mr. Weirnasz and made Cobra payments on behalf of Mr. Weirnasz in the amount of $ 25,484 . 54 Index 18. INCOME TAXES Deferred income taxes result from the temporary differences primarily attributable to amortization of intangible assets and debt discount and an accumulation of net operating loss carryforwards for income tax purposes with a valuation allowance against the carryforwards for book purposes. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Included in deferred tax assets are Federal and State net operating loss carryforwards of approximately $ 18,500,000 which can be carried forward indefinitely subject to limitation, except $ 6,742,000 which can be carried forward through 2037. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Due to significant changes in the Company’s ownership, the Company’s future use of its existing net operating losses may be limited. The provision (benefit) for income taxes for the years ended December 31, 2023 and 2022 consist of the following: 2023 2022 Current $ - $ - Deferred - - Total $ - $ - The provision (benefit) for income taxes differs from the amount of income tax determined by applying the applicable statutory income tax rate of 27.6 % for the years ended December 31, 2023 and 2022 to the loss before taxes as a result of the following differences: 2023 2022 Income (loss) before income taxes $ ( 4,143,188 ) $ ( 1,119,452 ) Statutory tax rate 27.6 % 27.6 % Total tax (benefit) at statutory rate ( 1,143,500 ) ( 309,000 ) Permanent difference 197,000 176,000 Other adjustments ( 204,800 ) ( 203,600 ) Changes in valuation allowance 1,151,300 336,600 Income tax expense $ - $ - Deferred income taxes reflect the tax impact of temporary differences between the amounts of assets and liabilities for financial reporting purposes and such amounts as measured by tax laws and regulations. Deferred income taxes include the net tax effects of net operating loss (NOL) carryforwards and the temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. As of December 31, 2023, and 2023 significant components of the Company’s deferred tax assets are as follows: 2023 2022 Deferred Tax Assets: Net operating loss carryforwards $ 5,104,000 $ 4,363,000 Allowance for doubtful accounts 51,000 94,000 Property and equipment 307,000 158,200 Intangible assets 442,000 607,500 Net deferred tax assets 5,904,000 5,222,700 Valuation allowance ( 5,904,000 ) ( 5,222,700 ) Net deferred tax assets $ - $ - The Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions. 55 Index 19. COMMITMENTS AND CONTINGENT LIABILITIES License Agreements In May 2019, the Company entered into a royalty-based license agreement, through December 31, 2022 with a lifestyle brand, which provides the exclusive right, with certain carve-outs and limitations, to sell and promote branded gift baskets for certain channels including: retail, warehouse club stores, certain of the Company’s current e-commerce channels, and other e-commerce channels such as amazon.com (the “May 2019 License Agreement”). Pursuant to the May 2019 License Agreement, the Company paid an initial royalty deposit in the amount of $ 50,000 towards the minimum royalty, which is classified as other current assets on the Company’s balance sheet at December 31, 2019. Future royalty amounts owed for minimum payments in connection with the May 2019 License Agreement will be deducted from this deposit. The royalty rate is 5 % of net sales, and the Company is required, with certain exceptions and exclusions, to make minimum royalty payments of $ 100,000 through the end of 2020, $ 110,000 in 2021, and $ 125,000 in 2022. Litigation On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly owned subsidiaries, igourmet and Food Innovations, Inc. Since that time, other parties involved in the incident have joined as plaintiffs in the PA Action. The complaint in the PA Action alleges, inter alia, wrongful death and negligence by a driver employed by igourmet and indicates a demand and offer to settle for $ 50,000,000 . We expect that should a settlement occur the amount to resolve the Action would be substantially lower. The Company and its subsidiaries had auto and umbrella insurance policies, among others, that were in effect for the relevant period The Company and its subsidiaries’ insurers have agreed to defend the Company and its subsidiaries in the PA Action (and the related action), subject to a reservation of rights. The Company believes that the likely outcome would result in the liabilities being covered by its insurance carriers. However, if the Company was found responsible for damages in excess of its available insurance coverage, such damages in excess of the coverage could have a material adverse effect on the Company’s operations. The case was set for trial for April 1, 2024. See note 22. The Company anticipates that such paperwork will be completed, and that the matter will be officially dismissed, in the second quarter of 2024. The Company and its subsidiaries resolved all liabilities within the coverages of their insurance carriers. 20. MAJOR CUSTOMERS The Company’s largest customer, U.S. Foods, Inc. and its affiliates, accounted for approximately 47 % and 49 % of total sales in each of the years ended December 31, 2023 and 2022. A contract between our subsidiary, Food Innovations, and U.S. Foods entered an optional renewal period in December 2012 but was automatically extended for an additional 12 months in each of January 1, 2013 and 2014. On January 26, 2015 we executed a contract directly between Food Innovations, Inc., our wholly owned subsidiary, and U.S. Foods, Inc. The term of the contract was from January 1, 2015 through December 31, 2016 and provided for a limited number of automatic annual renewals thereafter if no party gives the other 30 days’ notice of its intent not to renew. Based on the terms, the Agreement was extended through December 31, 2018. Effective January 1, 2018 the Agreement was further amended to remove the cap on renewals, and provide for an unlimited number of additional 12-month terms unless either party notifies the other in writing, 30 days prior to the end date, of its intent not to renew. In addition, Gate Gourmet, the leading global provider of airline catering solutions and provisioning services for airlines, in partnership with igourmet, represented 13 % and 15 % of total sales for the year ended December 31, 2023 and 2022, respectively. 21. FAIR VALUE MEASUREMENTS Our short-term financial instruments, including cash, accounts payable and other liabilities, consist primarily of instruments without extended maturities, the fair value of which, based on management’s estimates, reasonably approximate their book value. The fair value of the Company’s stock options is determined using option pricing models. As a result of the adoption of ASC 815-40, the Company is required to disclose the fair value measurements required by ASC 820, “Fair Value Measurements and Disclosures.” Hierarchical levels, defined by ASC 820 are directly related to the amount of subjectivity associated with the inputs to fair valuations of these liabilities are as follows: Level 1 Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 Inputs other than Level 1 inputs that are either directly or indirectly observable; and Level 3 Unobservable inputs, for which little or no market data exist, therefore requiring an entity to develop its own assumptions. 56 Index During the year ended December 31, 2023, the Company recorded the fair value of the Smallwood SARs at each reporting period. At December 31, 2022, the Company did not have financial assets or liabilities that are required to be accounted for at fair value on a recurring basis. 22. SUBSEQUENT EVENTS Settlement of Lawsuit On January 5, 2024, all parties to the PA Action came to an agreement at Mediation on the material terms of settlement and on January 22, 2024, a settlement was agreed upon in an action filed in the Court of Common Pleas of Philadelphia County, Trial Division against, among others, the Company and its wholly owned subsidiaries, igourmet and Food Innovations, Inc. On Monday, January 29, 2024, the Company received a settlement and release agreement from certain plaintiffs in the PA Action. The Company and its subsidiaries resolved all liabilities within the coverages of their insurance carriers. Lease of Office and Change of Primary Address On January 18, 2024, the Company signed a one-year lease for 1,335 rentable square feet of office space located at 9696 Bonita Beach Road, Bonita Springs, Florida, 34135, and this location became the Company’s primary address. Base rent for the Bonita Beach Road property is $ 1,891 per month plus approximately $ 723 in common area maintenance charges. Sale of Building Held for Sale On February 14, 2024, the Company closed on the sale of its warehouse located at 28411 Race Track Road, Bonita Springs FL 34135 (the “Warehouse”) to Tag Media Group LLC, dba “Gulf Coast Aluminum” The Warehouse consists of approximately 1.1 acres of land and close to 10,000 square feet of combined office and warehouse space. Pursuant to a purchase and sale agreement between dated December 12, 2023 the Company agreed to sell the Warehouse, certain warehouse racking, and a forklift to Gulf Coast Aluminum for a total purchase price of $ 2,455,000 , prior to customary closing costs. The Company received approximately $ 1.9 million in net proceeds from the transaction. Sale of Haley Food Group Inc. On February 27, 2024, the Company entered into a stock for stock exchange agreement whereby we exchanged 100 shares of stock of The Haley Food Group Inc., which represented 100 % of Haley’s outstanding stock, for 21,126 shares of our common stock. 57 Index ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.