What changed in this filing

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Item 1A. Risk Factors

2026-03-31 compared with 2025-03-20 · 288 added, 299 removed, 274 unchanged (68% of the section changed)

Relating to Our Business and Industry

We have a history of losses requiring us to

seek additional sources of capital.

have a history of losses requiring us to seek additional sources of capital.

of December 31, 2025, we had an accumulated deficit of $38,275,076.

We cannot assure you that we can achieve profitability on a quarterly

or annual basis in the future.

If revenues grow more slowly than we anticipate, or if operating expenses exceed our expectations or cannot

be adjusted accordingly, or other extraordinary events occur, we will incur losses.

Our potential success is contingent upon the effective

development and commercialization of our services and products, as well as the continued expansion of our product portfolio and customer

base, for which we can provide no assurance.

Any future success we may achieve will be influenced by numerous factors, including those

beyond our control or presently unforeseeable.

These factors may include changes in or increased levels of competition, including the

entry of additional competitors and increased success by existing competitors, changes in general economic conditions, increases in operating

costs, including costs of supplies, personnel, marketing and promotions, reduced margins caused by competitive pressures, taxes, and

other economic and non-economic factors.

These conditions may have a materially adverse effect upon us or may force us to curtail operations.

In addition, we could require additional funds to sustain and expand our sales and marketing activities, particularly if a well-financed

competitor emerges.

We can give no assurance that financing will be available in amounts or on terms acceptable to us, if at all.

inability in such instance to obtain sufficient funds from our operations or external sources could require us to curtail operations.

We rely on a few key customers for most of our revenue and if we were

to lose one or more of those clients and be unable to generate new sales to offset such loss, we may be forced to cease or curtail our

2003, Next Day Gourmet initially contracted with our subsidiary, Food Innovations, Inc.

(“Food Innovations”), to handle the

distribution of over 3,000 perishable and specialty food products to customers of USF.

Effective January 1, 2018, we executed a contract

amendment between Food Innovations, our wholly owned subsidiary, and USF which provides for no limit on automatic annual renewals

thereafter if no party gives the other 30 days’ notice of its intent not to renew.

Our sales through USF generated gross revenues

for us of $31,185,864 in the year ended December 31, 2024, and $34,070,052 in the year ended December 31, 2023.

Those amounts contributed

43% and 48% of our total sales for each of 2024 and 2023, respectively.

Other significant customers include Gate Gourmet and Sam’s

During the years ended December 31, 2024 and 2023, sales to Gate Gourmet amounted to $11,574,069, or 16% of total sales, and $10,742,556,

or 15% of total sales, respectively.

We had unrestricted cash at December 31, 2025 of $927,468, a decrease

of $350,620 compared to December 31, 2024.

We also had restricted cash of $507,517, a decrease of $352,264 compared to December 31, 2024.

We cannot assure you that we can achieve profitability on a quarterly or annual basis in the future.

If revenues grow more slowly than

we anticipate, or if operating expenses exceed our expectations or cannot be adjusted accordingly, or other extraordinary events occur,

we will incur losses.

Our potential success is contingent upon the effective development and commercialization of our services and products,

as well as the continued expansion of our product portfolio and customer base, for which we can provide no assurance.

Any future success

we may achieve will be influenced by numerous factors, including those beyond our control or presently unforeseeable.

These factors may

include changes in or increased levels of competition, including the entry of additional competitors and increased success by existing

competitors, changes in general economic conditions, increases in operating costs, including costs of supplies, personnel, marketing

and promotions, reduced margins caused by competitive pressures, taxes, and other economic and non-economic factors.

These conditions

may have a materially adverse effect upon us or may force us to curtail operations.

In addition, we could require additional funds to

sustain and expand our sales and marketing activities, particularly if a well-financed competitor emerges.

We can give no assurance that

financing will be available in amounts or on terms acceptable to us, if at all.

Our inability in such instance to obtain sufficient funds

from our operations or external sources could require us to curtail operations.

rely on a few key customers for most of our revenue and if we were to lose one or more of those clients and be unable to generate new

sales to offset such loss, we may be forced to cease or curtail our operations.

In 2003, Next Day Gourmet initially contracted

with our subsidiary, Food Innovations, Inc.

(“Food Innovations”), to handle the distribution of over 3,000 perishable and

specialty food products to customers of USF.

Effective January 1, 2018, we executed a contract amendment between Food Innovations, our

wholly owned subsidiary, and USF which provides for no limit on automatic annual renewals thereafter if no party gives the other 30 days’

notice of its intent not to renew.

Our sales through USF generated gross revenues for us of $26,914,423 in the year ended December 31,

2025, and $31,185,864 in the year ended December 31, 2024.

Those amounts contributed 37% and 43% of our total consolidated sales for each

of 2025 and 2024, respectively.

Other significant customers include Gate Gourmet and Sam’s Club.

During the years ended December

31, 2025 and 2024, sales to Gate Gourmet amounted to $11,253,657, or 14% of total consolidated sales, and $11,930,216, or 16% of total

consolidated sales, respectively.

During the years ended December 31, 2025 and 2024, sales to Sam’s Club amounted to $8,563,465

or 8% of total sales, and $0, respectively.

Our sales efforts within specialty foodservice are for the most part substantially dependent

upon the efforts of the USF sales force.

Although we have generated revenues from customers other than USF, if our relationship with

USF were to be materially changed and we may not be able to secure alternative revenue streams to mitigate the impact of such a loss,

which may result in us significantly curtailing our operations.

A variety of factors, including seasonality

and the economic environment, may cause our operating results to fluctuate, leading to volatility in our stock price.

Our operational results have fluctuated in the past

and may fluctuate in the future, depending upon a variety of factors, including changes in economic conditions, and shifts in the timing

of holiday related purchases.

Although our annual sales have historically had a significant seasonal aspect, this has become less pronounced

following the divestment of the assets of igourmet.com and M Innovations LLC (“Mouth”).

However, we have expanded our distribution

of specialty cheeses, which are more seasonally relevant during the fourth quarter.

Due to the seasonal nature of this business, we would

be significantly and disproportionately affected by unforeseen events such as terrorist attacks or economic shocks (including those caused

by worldwide pandemics or other factors) that negatively impact the retail environment or consumer buying patterns during our key selling

Additionally, events such as pandemics, strikes, or weather-related delays that interfere with the shipment of goods during the

critical holiday season would adversely affect us.

or 12% of total consolidated sales, and $5,863,377, or 8%, respectively.

With the discontinuance of the retail cheese business, we do

not anticipate further sales with Sams.

Our sales efforts within specialty foodservice are for the most part substantially dependent upon

the efforts of the USF sales force.

Although we have generated revenues from customers other than USF, if our relationship with USF were

to be materially changed and we may not be able to secure alternative revenue streams to mitigate the impact of such a loss, which may

result in us significantly curtailing our operations.

variety of factors, including seasonality and the economic environment, may cause our operating results to fluctuate, leading to volatility

in our stock price.

operational results have fluctuated in the past and may fluctuate in the future, depending upon a variety of factors, including changes

in economic conditions, and shifts in the timing of holiday related purchases.

Although our annual sales have historically had a significant

seasonal aspect, this has become less pronounced following the divestment of the assets of igourmet.com and M Innovations LLC (“Mouth”).

Additionally, events such as pandemics, strikes, or weather-related delays that interfere with the shipment of goods during the critical

holiday season would adversely affect us.

system disruption and cyber security attacks or a data breach could damage our relationships with our customers, harm our reputation,

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we do not accurately predict customer demand for our products, we may lose customers or experience increased costs.

As we expand the volume of products offered to

our customers, we may be required or may elect, for business purposes, to increase inventory levels and the number of products maintained

in our warehouses.

If we overestimate customer demand for our products, excess inventory and outdated merchandise could accumulate, tying

up working capital and potentially resulting in reduced warehouse capacity and inventory losses due to damage, theft and obsolescence.

we expand the volume of products offered to our customers, we may be required or may elect, for business purposes, to increase inventory

levels and the number of products maintained in our warehouses.

If we overestimate customer demand for our products, excess inventory

and outdated merchandise could accumulate, tying up working capital and potentially resulting in reduced warehouse capacity and inventory

losses due to damage, theft and obsolescence.

If we underestimate customer demand, it may disappoint customers who may turn to our competitors.

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in tax laws, regulations or interpretations thereof;

than anticipated future earnings in jurisdictions where we have lower statutory tax rates

and higher than anticipated future earnings in jurisdictions where we have higher statutory

Changes in domestic and international trade policies

could materially and adversely affect our business, financial condition, and results of operations.

Any import tariffs may increase the

cost of key food products and ingredients that we rely on, leading to higher production costs and potential supply chain disruptions.

If we are unable to pass these increased costs on to customers through pricing adjustments, our profit margins could be adversely affected.

The evolving trade environment may also create uncertainty in supplier relationships, cause delays in sourcing raw materials, and result

in fluctuating commodity prices, further impacting our operations.

we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities.

Outcomes from these

audits could have an adverse effect on our financial condition and results of operations.

than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings

in jurisdictions where we have higher statutory tax rates.

The Company has evaluated the potential impact

of recently enacted legislation, including but not limited to the OBBBA, on its business, financial condition, results of operations,

and cash flows.

Based on management’s review, the Company concluded the legislation did not have a material impact on its financial

condition, results of operations, or cash flows.

However, the legislation is complex and may be subject to additional regulatory guidance,

interpretation, or implementation requirements.

The Company will continue to monitor developments and assess any potential effects as

further guidance becomes available.

in domestic and international trade policies could materially and adversely affect our business, financial condition, and results of

Any import tariffs may increase the cost of key food products and ingredients that we rely on, leading to higher production

costs and potential supply chain disruptions.

If we are unable to pass these increased costs on to customers through pricing adjustments,

our profit margins could be adversely affected.

The evolving trade environment may also create uncertainty in supplier relationships,

cause delays in sourcing raw materials, and result in fluctuating commodity prices, further impacting our operations.

addition, we may be subject to audits of our income, sales and other transaction taxes by federal, state and local authorities.

from these audits could have an adverse effect on our financial condition and results of operations.

we fail to attract and retain key personnel, our business and operating results may be harmed.

future success depends to a significant degree on the skills, experience and efforts of key personnel in our senior management, whose

vision for our company, knowledge of our business and expertise would be difficult to replace.

If any one of our key employees leaves,

is unable to work, or fails to perform and we are unable to find a qualified replacement, we may be unable to execute our business strategy.

may be unable to manage our growth which could result in our being unable to maintain our operations.

strategy for growth is focused on continued enhancements and expansion to our existing business model, offering a broader range of services

and products, affiliating with additional vendors and through possible joint ventures.

Pursuing this strategy presents a variety of challenges.

We may not experience an increase in our services to our existing customers, and we may not be able to achieve the economies of scale,

or provide the business, administrative and financial services, required to sustain profitability from servicing our existing and future

customer base.

Should we be successful in our expansion efforts, the expansion of our business would place further demands on our management,

operational capacity and financial resources.

To a significant extent, our future success will be dependent upon our ability to maintain

adequate financial controls and reporting systems to manage a larger operation and to obtain additional capital upon favorable terms.

We can give no assurance that we will be able to successfully implement our planned expansion, finance its growth, or manage the resulting

larger operations, if any.

In addition, we can give no assurance that our current systems, procedures or controls will be adequate to

support any expansion of our operations.

Our failure to manage our growth effectively could have a material adverse effect on our business,

financial condition and results of operations.

future success depends to a significant degree on the skills, experience, and efforts of key personnel in our senior management team,

whose vision for the Company, knowledge of our business, and expertise would be difficult to replace.

We have experienced significant

turnover in senior leadership and our Board of Directors (the “Board”) during the past 2 years, including the departures

of Robert William Bennett as Chief Executive Officer and director, Hank Cohn as a director and Sam Klepfish as a director.

October 2025, Gary Schubert, our former Chief Financial Officer, was appointed Chief Executive Officer, and we are currently conducting

a search for a new Chief Financial Officer.

Schubert had not previously served as Chief Executive Officer of a public company prior

to his appointment.

If any of our key employees or directors leave, are unable to work, or fail to perform, or if we are unable to recruit

and retain qualified replacements and successfully manage leadership transitions, we may be unable to execute our business strategy and

our business, financial condition, results of operations, and stock price could be adversely affected.

may be unable to manage our growth or operational complexity, which could impair our ability to maintain our operations and execute our

business model.

strategy involves operating multiple distribution channels and managing a large supplier base and product portfolio, including Local

Distribution (Chicago and Denver operations), National Distribution, and Digital Channels (drop-ship and e-commerce).

The execution of

this strategy requires effective operational controls, forecasting and procurement discipline, reliable technology systems, and sufficient

management and personnel resources.

As we seek to increase sales, expand our supplier relationships, and broaden our product assortment,

we may experience additional complexity in inventory management, fulfillment operations, customer service, vendor onboarding, and compliance

may not be able to successfully increase sales to existing customers or attract new customers at the rate we anticipate, and we may not

achieve the operational efficiencies or economies of scale required to sustain profitability.

Any expansion of our operations could place

increased demands on our management team, systems, internal controls, and working capital.

Our ability to execute may also depend on

our ability to obtain additional capital on acceptable terms, if needed.

We can give no assurance that we will be able to successfully

implement growth initiatives, finance expansion, or manage a larger operation.

If our systems, procedures, or controls are not adequate

to support our operational requirements, or if we fail to manage growth and complexity effectively, our business, financial condition,

results of operations, liquidity, and stock price could be adversely affected.

recent acquisitions, dispositions, discontinued operations, facility closures, and leadership transition may create operational disruption

and uncertainty and could adversely affect our business.

recent periods, we have undertaken significant strategic actions that have changed our operating footprint, business mix, and leadership

These actions have included acquisitions, divestitures, discontinued operations, and operational wind-down activity, each

of which has required management attention, integration and restructuring efforts, and operational adjustments.

Acquisitions.

In November 2024, we acquired Golden Organics and, through our Golden Organics operations, acquired substantially all of the operating

assets of LoCo in December 2024.

Integration of acquired operations can involve challenges related to personnel, systems, logistics,

vendor and customer relationships, controls, and operational processes, and may take longer or cost more than anticipated.

and discontinued operations.

We have also exited or divested certain businesses and assets in recent periods, including the sale

of substantially all assets related to marketing and selling certain artisan foods and related drop-ship fulfillment services including

the website www.igourmet.com (which closed October 23, 2024), as well as other discontinued operations

referenced in our SEC filings.

In March 2026, we sold real property located at 220 Oak Hill Road, Mountaintop, Pennsylvania 18707, together

with all rights, title, improvements, easements, and appurtenant interests, as well as certain personal property, contracts, and intangibles

of Innovative Properties.

These actions have required changes to personnel, systems, and processes and may continue to require management

attention and operational resources.

changes and facility actions.

We have also undertaken operational changes, including facility-related actions and business wind-down

Such actions may require additional expenditures, increase operational complexity during transition periods, and create execution

risk related to fulfillment, customer service, workforce management, and vendor coordination.

In addition, we have experienced changes in senior leadership in recent periods, including a transition in the Chief

Executive Officer role in 2025.

Leadership transitions can create execution risk, including disruption to strategic planning, operational

decision-making, and internal controls, and may impair our ability to retain key personnel or maintain relationships with customers,

suppliers, and other business partners.

If we are unable to effectively manage leadership transitions, maintain continuity of operations,

and sustain adequate management and financial oversight, our business, financial condition, results of operations, liquidity, and stock

price could be adversely affected.

Collectively,

these acquisitions, dispositions, discontinued operations, operational changes, and leadership transition may create uncertainty among

employees, customers, suppliers, and investors and may contribute to the perception that our business remains in transition.

also divert management attention, increase costs, and disrupt operations.

If we are unable to stabilize and execute our current operating

model and strategy, or if we experience further unanticipated disruption, our business, financial condition, results of operations, liquidity,

and stock price could be adversely affected.

specialty food and foodservice industry is very competitive, which may result in decreased revenue for us as well as increased expenses

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with any regulations to address climate change.

Since our customers rely on us to deliver their orders daily or within 24-72 hours, delivery

delays could significantly harm our business.

order to be successful, we must be able to enhance our existing products and develop and introduce new products and services to respond

to changing market demand.

markets in which we operate are characterized by frequently changing customer demand and the introduction of new “flavors of the

month” as certain foods become more and less popular.

Changes in customer preferences and buying trends may also affect our products

We must be able to stay current with preferences and trends in specialty food and address the customer tastes for each of

our target customer demographics.

We must also be able to identify and adjust products to cater to customer demands and dietary needs.

For example, a change in customer preferences for gluten free items may not correlate to a similar change in buying trends for other

specialty food.

In order to be successful, we must be able to enhance our existing products and anticipate and develop and introduce

new products and services to respond to changing market demand for new tastes.

The development and enhancement of services and products

entails significant risks, including:

inability to effectively adapt new food types to our business;

failure to conform our services and products to evolving industry standards;

inability to develop, introduce and market enhancements to our existing services and products

or new services and products on a timely basis;

non-acceptance by the market of such new service and products.

we misjudge either the market for our products or our customers’ purchasing habits, our sales may decline significantly which would

negatively impact our business and operating results.

acquisitions we make or have made could result in difficulties in successfully managing our business and consequently harm our financial

seek to expand by acquiring complementary businesses or assets in our current or ancillary markets.

We cannot accurately predict the

timing, size and success of our acquisition efforts and the associated capital commitments that might be required.

We expect to face

competition for acquisition candidates, which may limit the number of acquisition opportunities available to us and may lead to higher

acquisition prices.

There can be no assurance that we will be able to identify, acquire or profitably manage additional businesses or

successfully integrate acquired businesses, if any, without substantial costs, delays or other operational or financial difficulties.

In addition, acquisitions involve a number of other risks, including:

of the acquired businesses or assets acquired to achieve expected results;

to integrate acquired business or assets into current operations

of management’s attention and resources to acquisitions;

to retain key customers or personnel of the acquired businesses or assets;

● disappointing

quality or functionality of acquired equipment and people;

associated with unanticipated events, liabilities or contingencies.

dissatisfaction or performance problems at a single acquired business could negatively affect our reputation.

The inability to acquire

businesses on reasonable terms or successfully integrate and manage acquired companies, or the occurrence of performance problems at

acquired companies, both prior and after acquisition, could result, or has resulted, in dilution, potential violations of bank covenants,

unfavorable accounting treatment or one-time charges, and difficulties in successfully managing our business, requiring us to expend

additional effort and expense in obtaining waivers, settling matters and otherwise addressing any such issues.

Since our customers rely on us to deliver their orders typically within 24-72 hours,

delivery delays could significantly harm our business.

we are unable to enhance our existing products and services or develop and introduce new products and services in response to changing

market demand, our results of operations could be adversely affected.

for specialty food products and services can change based on customer preferences, competition, pricing dynamics, supply availability,

and broader economic conditions.

Our ability to respond to these changes may depend on our ability to identify attractive offerings,

source or develop them, and execute fulfillment and service requirements on a timely and cost-effective basis.

We may be unable to develop,

introduce, or market enhancements to our existing offerings or new offerings at all, or we may be unable to do so profitably due to constraints

related to facilities, labor, systems, supplier capabilities, or logistics.

For example, we may identify demand for certain value-added

or processing-related offerings, but may be unable to scale those offerings profitably within our existing operating footprint.

we fail to respond effectively to customer demand or competitive changes, we could experience reduced sales, margin pressure, loss of

customers, or increased operating costs.

acquisitions we complete, and integrations of acquisitions we have completed, could result in difficulties in successfully managing our

business and could harm our financial condition and results of operations.

have completed acquisitions in recent periods, and we have experienced integration challenges from time to time, including difficulties

aligning operating processes, systems, and controls;

retaining personnel and customers of the acquired business;

and devoting significant

management attention and resources to integration and operational stabilization.

We may not realize expected operational or commercial

benefits, including anticipated synergies, cross-selling opportunities, or channel expansion initiatives, and integration efforts may

take longer or cost more than expected.

In addition, service disruptions or performance issues during integration periods may harm our

reputation and customer relationships.

Similar challenges could occur in connection with any future acquisitions or continued integration

of recent acquisitions, which could adversely affect our results of operations, liquidity, and financial condition.

Failure to establish and maintain effective internal controls in

accordance with Section 404 of the Sarbanes-Oxley Act could have a material adverse effect on our business and stock price.

We are required to comply with the SEC’s

rules implementing Sections 302 and 404 of the Sarbanes-Oxley Act, which requires management to certify financial and other information

in our quarterly and annual reports and provide an annual management report on the effectiveness of controls over financial reporting.

Our independent registered public accounting firm is not required to attest to the effectiveness of our internal control over financial

reporting until the later of the year following our first annual report required to be filed with the SEC or the date we are no longer

an emerging growth company and are an accelerated or large accelerated filer.

We may need to undertake various actions, such

as implementing new internal controls and procedures and hiring additional accounting or internal audit staff.

In addition, we may identify

material weaknesses in our internal control over financial reporting that we may not be able to remediate in time to meet the applicable

deadline imposed upon us for compliance with the requirements of Section 404.

If we identify weaknesses in our internal control

over financial reporting, are unable to comply with the requirements of Section 404 in a timely manner or to assert that our internal

control over financial reporting is effective, or if our independent registered public accounting firm is unable to express an opinion

as to the effectiveness of our internal control over financial reporting, investors may lose confidence in the accuracy and completeness

of our financial reports and the market price of our common stock could be negatively affected, and we could become subject to investigations

by Nasdaq on which our securities are listed, the SEC or other regulatory authorities, which could require additional financial and management

As of December 31, 2025, we have identified material weakness existing

in the Company’s internal control over financial reporting related to information technology general controls over certain applications

that support the Company’s financial reporting processes.

We are working to remediate the material weaknesses as further discussed

in Item 9A of this Amended 2024 Annual Report.

If we cannot successfully remediate identified control deficiencies, including any current

or future material weaknesses in our internal control over financial reporting;

the accuracy and timing of our financial reporting may

be adversely affected;

our liquidity, access to capital markets and perceptions of our creditworthiness may be adversely affected;

could face difficulty forecasting our financial results accurately, impacting decision-making by investors and analysts;

we may be unable

to maintain compliance with securities laws, stock exchange listing requirements and debt instruments’ covenants regarding the timely

filing of periodic reports;

we may be subject to regulatory investigations and penalties;

investors may lose confidence in our financial

and our common stock price may decline.

we are unable to effectively manage our IT dependent business our reputation and operating results may be harmed.

success of our business depends, in part, on third parties and factors over which we have limited control.

We are also vulnerable to

certain additional risks and uncertainties associated with our e-commerce and product catalog websites, our internal IT systems and IT

integration with our partners, including:

changes in required technology interfaces;

system issues and limitations, website downtime

and other technical failures;

internet connectivity issues;

costs and technical issues as we upgrade our website software;

computer viruses;

changes in applicable federal and state regulations;

security breaches;

and consumer privacy concerns.

In addition, we must keep up to

date with competitive technology trends, including the use of new or improved technology, creative user interfaces and other e-commerce

marketing tools such as paid search and mobile applications, among others, which may increase our costs and which may not succeed in

increasing sales or attracting customers.

Our failure to successfully respond to these risks and uncertainties might adversely affect

our sales, as well as damage our reputation and brands.

business depends on internal technology systems and third-party platforms that support core operations, including order management, inventory

and warehouse processes, logistics coordination, product and pricing data management, and integrations with customers, vendors, and other

partners, and we may have limited control over required technology interfaces.

These systems are subject to limitations, errors, failures,

downtime, and integration disruptions (which we have experienced from time to time), as well as cybersecurity incidents and evolving

privacy and data protection requirements.

Any of these events could disrupt operations, increase costs, and harm customer or vendor relationships

and our reputation.

may be exposed to risks and costs associated with credit card fraud and identity theft that could cause us to incur unexpected expenses

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for damages and other remedies, which could harm our results of operations.

and epidemics, natural disasters, terrorist activities, political unrest, and other outbreaks could disrupt our operations, which could

materially and adversely affect our business, financial condition, and results of operations.

pandemics, epidemics in China or elsewhere in the world, or fear of spread of contagious diseases, such as Ebola virus disease (EVD),

coronavirus disease 2019 (COVID-19), Middle East respiratory syndrome (MERS), severe acute respiratory syndrome (SARS), H1N1 flu, H7N9

flu, and avian flu, as well as hurricanes, earthquakes, tsunamis, or other natural disasters could disrupt our business operations, reduce

or restrict our supply of products and services, incur significant costs to protect our employees and facilities, or result in regional

or global economic distress, which may materially and adversely affect our business, financial condition, and results of operations.

Actual or threatened war, terrorist activities, political unrest, civil strife, and other geopolitical uncertainty could have a similar

adverse effect on our business, financial condition, and results of operations.

Any one or more of these events may impede our production

and delivery efforts and adversely affect our sales results, or even for a prolonged period of time, which could materially and adversely

affect our business, financial condition, and results of operations.

are also vulnerable to natural disasters and other calamities.

We cannot assure you that we are adequately protected from the effects

of fire, floods, typhoons, earthquakes, power loss, telecommunications failures, break-ins, war, riots, terrorist attacks, or similar

Any of the foregoing events may give rise to interruptions, damage to our property, delays in production, breakdowns, system

failures, technology platform failures, or internet failures, which could cause the loss or corruption of data or malfunctions of our

facilities, as well as adversely affect our business, financial condition, and results of operations.

inclement weather or other events out of our control may damage or limit production from our facilities and our ability to timely deliver

products thereby adversely affecting our results of operations.

have significant operations in Colorado, Illinois, Pennsylvania, and in other areas where weather or other events such as an earthquake,

tsunami, hurricane, flood, fire, high winds, extreme heat or cold, or other natural or manmade events, could disrupt our operations and

impair production or distribution of our products, damage inventory, interrupt critical functions, or otherwise affect our business negatively,

have significant operations in Colorado, Illinois, and in other areas where weather or other events such as an earthquake, tsunami,

hurricane, flood, fire, high winds, extreme heat or cold, or other natural or manmade events, could disrupt our operations and impair

production or distribution of our products, damage inventory, interrupt critical functions, or otherwise affect our business negatively,

adversely affecting our results of operations.

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environment could adversely impact our business and operating results.

are and may be subject to regulatory compliance and legal uncertainties.

in government regulation and supervision or proposed Department of Agriculture or other regulatory agency reforms or rule changes could

impair our sources of revenue and limit our ability to expand our business.

In the event any future laws or regulations are enacted which

apply to us, we may have to expend funds and/or alter our operations to ensure compliance.

New legislation or regulation, or the application

of existing laws and regulations to the areas related to our business could add additional costs and risks to doing business.

we are subject to regulations applicable to businesses generally and laws and regulations directly applicable to communications over

the Internet and access to e-commerce.

In addition, it is possible that a number of laws and regulations may be adopted with respect

to the Internet and other areas of our business, covering issues such as user privacy, pricing, content, copyrights, distribution, antitrust,

taxation and characteristics and quality of products and services.

may be subject to legal proceedings that could be time consuming, result in costly litigation, require significant amounts of management

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quarter of the Company’s fiscal year.

may not be able to realize benefits of acquisitions or successfully integrate the businesses we acquire.

growth strategy includes growth through strategic acquisitions.

If we are unable to integrate acquired businesses successfully or to

realize anticipated economic, operational, and other benefits and synergies in a timely manner, our profitability could be adversely

Integration of an acquired business may be more difficult when we acquire a business in a market in which we have limited expertise

or with a company culture different from ours.

A significant expansion of our business and operations, in terms of geography or magnitude,

could strain our administrative and operational resources.

Additionally, we may be unable to retain qualified management and other key

personnel employed by acquired companies and may fail to build a network of acquired companies in new markets.

We could face significantly

greater competition from broadline foodservice distributors in these markets than we face in our existing markets.

regularly evaluate opportunities to acquire other companies.

To the extent our future growth includes acquisitions, we may not be able

to obtain any necessary financing for such acquisitions, consummate such potential acquisitions effectively, effectively and efficiently

integrate any acquired entities, or successfully expand into new markets.

connection with our acquisition of businesses in the future, if any, we may decide to consolidate the operations of any acquired business

with our existing operations or make other changes with respect to the acquired business, which could result in special charges or expenses.

Our results of operations also may be adversely affected by expenses we incur in making acquisitions, by amortization of acquisition-related

intangible assets with definite lives and by additional depreciation attributable to acquired assets.

Moreover, in connection with contemplated

or completed acquisitions or divestitures, we may incur related asset impairment charges that reduce our profitability.

rely on trademarks, trade secrets, and other forms of intellectual property protections, however, these protections may not be adequate.

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or our intellectual property rights are otherwise misappropriated or infringed, our competitive position could be harmed.

products may infringe the intellectual property rights of others, which may cause us to incur unexpected costs or potentially prevent

us from selling our products.

cannot be certain that our products do not and will not infringe intellectual property rights of others.

We may be subject to legal proceedings

and claims in the ordinary course of our business, including claims of alleged infringement of intellectual property rights of third

parties by us or our customers in connection with their use of our products.

Any such claims, whether or not meritorious, could result

in costly litigation and divert the efforts of our management and personnel.

Moreover, should we be found liable for infringement, we

may be required to enter into licensing agreements (if available on acceptable terms or at all) or to pay damages and to cease making

or selling certain products.

Any of the foregoing could cause us to incur significant costs and prevent us from manufacturing or selling

our products.

Our business is subject to governmental regulation, which could impact

our operations.

Our business is subject to extensive federal and state regulations governing the delivery of fresh food products.

Various laws and regulatory frameworks, including but not limited to the FDA’s Food Safety Modernization Act, Pennsylvania’s

Solid Waste Management Act, Clean Streams Law, Air Pollution Control Act, Pennsylvania Food Code, FDA’s Fair Packaging and Labeling

Act, Nutrition Labeling and Education Act, PA Food Safety Act, and Pennsylvania’s Weights and Measures Act, impose stringent operational,

food safety, packaging, and labeling requirements on our company and third-party vendors.

Additionally, specialty

foodservice vendors are required to maintain a minimum of $3,000,000 in liability insurance coverage and comply with Hazard Analysis

and Critical Control Point (HACCP) standards.

Compliance with these regulations is critical to our operations, as noncompliance could

result in significant penalties, legal liabilities, operational disruptions, and reputational harm.

While we currently maintain compliance with applicable

laws and regulations, we cannot guarantee that we will continue to be in compliance in the future, particularly as regulations evolve

or become more stringent.

Regulatory changes or increased enforcement efforts could impose additional costs, limit our ability to operate

efficiently, or require modifications to our business practices.

Any failure to comply with existing or future regulatory requirements

could adversely affect our net revenues, gross margins, and cash flows.

Any regulatory actions or changes that increase our compliance

costs or restrict our ability to source, distribute, or label products effectively may materially impact our financial condition and results

of operations.

business is subject to governmental regulation, which could impact our operations.

business is subject to extensive federal and state regulations governing the delivery of fresh food products.

Various laws and regulatory

frameworks, including but not limited to the FDA’s Food Safety Modernization Act, Pennsylvania’s Solid Waste Management Act,

Clean Streams Law, Air Pollution Control Act, Pennsylvania Food Code, FDA’s Fair Packaging and Labeling Act, Nutrition Labeling

and Education Act, PA Food Safety Act, and Pennsylvania’s Weights and Measures Act, impose stringent operational, food safety,

packaging, and labeling requirements on our company and third-party vendors.

Additionally,

specialty foodservice vendors are required to maintain a minimum of $3,000,000 in liability insurance coverage and comply with Hazard

Analysis and Critical Control Point (HACCP) standards.

Compliance with these regulations is critical to our operations, as noncompliance

could result in significant penalties, legal liabilities, operational disruptions, and reputational harm.

we currently maintain compliance with applicable laws and regulations, we cannot guarantee that we will continue to be in compliance

in the future, particularly as regulations evolve or become more stringent.

Regulatory changes or increased enforcement efforts could

impose additional costs, limit our ability to operate efficiently, or require modifications to our business practices.

Any failure to

comply with existing or future regulatory requirements could adversely affect our net revenues, gross margins, and cash flows.

Any regulatory

actions or changes that increase our compliance costs or restrict our ability to source, distribute, or label products effectively may

materially impact our financial condition and results of operations.

Relating to Our Indebtedness

loss of availability of our bank loans could adversely impact our business and financial condition.

currently have multiple loans with MapleMark Bank.

All of these contain cross-default provisions which means that all outstanding borrowings

can be accelerated and can become immediately due and payable in the event of a default in any of such loans, which includes, among other

things, failure to comply with certain financial covenants or breach of representations contained in the loan documents, defaults under

other loans or obligations or involvement in bankruptcy proceedings (as such terms are defined in the loan documents).

We are also subject

to negative covenants which, during the life of the loans, prohibit and/or limit us from, among other things, incurring certain types

of other debt, acquiring other companies, making certain expenditures or investments, and changing the character of our business.

material change to the business and economic landscape negatively impacting our business, including among other things, an outbreak of

infectious disease, a pandemic or a similar public health threat, such as the COVID-19 outbreak, or bank failures, inflation, recession,

or other significant economic turmoil, could adversely impact our ability to comply with such covenants.

Our failure to comply with such

covenants or any other breach of the loan documents could cause a default and we may then be required to repay all of such borrowings

with capital from other sources.

Under these circumstances, other sources of capital may not be available or may be available only on

unfavorable terms.

In the event of a default, it is possible that our assets and certain of our subsidiaries’ assets may be attached

or seized by the lenders.

Any (i) failure by us to comply with the covenants or other provisions of the loan documents, (ii) difficulty

in securing any required future financing, or (iii) any such seizure or attachment of assets could have a material adverse effect on

our business and financial condition.

of December 31, 2025, we have a loan with MapleMark Bank subject to negative covenants which, during the life of the loans, prohibit

and/or limit us from, among other things, incurring certain types of other debt, acquiring other companies, making certain expenditures

or investments, and changing the character of our business.

Any material change to the business and economic landscape negatively impacting

our business, including among other things, an outbreak of infectious disease, a pandemic or a similar public health threat, such as

the COVID-19 outbreak, or bank failures, inflation, recession, or other significant economic turmoil, could adversely impact our ability

to comply with such covenants.

Our failure to comply with such covenants or any other breach of the loan documents could cause a default

and we may then be required to repay all of such borrowings with capital from other sources.

Under these circumstances, other sources

of capital may not be available or may be available only on unfavorable terms.

In the event of a default, it is possible that our assets

and certain of our subsidiaries’ assets may be attached or seized by the lenders.

Any (i) failure by us to comply with the covenants

or other provisions of the loan documents, (ii) difficulty in securing any required future financing, or (iii) any such seizure or attachment

of assets could have a material adverse effect on our business and financial condition.

This has not occurred in the past.

In addition, subsequent to year end, the Company

repaid the MapleMark Bank loan in full on March 6, 2026 and, as a result, the negative covenants and related restrictions under that facility

are no longer applicable.

However, the Company may in the future enter into other financing arrangements that contain similar covenants

and restrictions.

ability to generate sufficient cash to service our indebtedness depends on many factors, some of which are not within our control.

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dividends, make payments, or redeem or repurchase capital stock;

in mergers, liquidations, dissolutions, asset sales, and other dispositions (including sale

leaseback transactions);

in mergers, liquidations, dissolutions, asset sales, and other dispositions (including sale leaseback transactions);

or otherwise alter terms of certain indebtedness;

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collateral securing the obligations.

utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness,

and we are exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

enter into pay-fixed interest rate swaps to limit our exposure to changes in variable interest rates.

Such instruments may result in

economic losses should interest rates decline to a point lower than our fixed rate commitments.

We are also exposed to credit-related

losses, which could affect the results of operations in the event of fluctuations in the fair value of the interest rate swaps due to

a change in the credit worthiness or non-performance by the counterparties to the interest rate swaps.

Relating to Our Securities

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exempt, the rules require:

● that a broker or dealer approve a person’s account

for transactions in penny stocks;

● the broker or dealer receives from the investor a written

agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased.

a broker or dealer approve a person’s account for transactions in penny stocks;

broker or dealer receives from the investor a written agreement to the transaction, setting forth the identity and quantity of the

penny stock to be purchased.

order to approve a person’s account for transactions in penny stocks, the broker or dealer must:

financial information and investment experience objectives of the person;

a reasonable determination that the transactions in penny stocks are suitable for that person

and the person has sufficient knowledge and experience in financial matters to be capable

of evaluating the risks of transactions in penny stocks.

a reasonable determination that the transactions in penny stocks are suitable for that person and the person has sufficient knowledge

and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prescribed by the SEC relating to

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forth the basis on which the broker or dealer made the suitability determination, and

the broker or dealer received a signed, written agreement from the investor prior to the

the broker or dealer received a signed, written agreement from the investor prior to the transaction.

also has to be made about the risks of investing in penny stocks in both public offerings and in secondary trading and about the commissions

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of shares of our common stock by us or our stockholders;

of shares of our common stock, whether in connection with an acquisition or disposition of

our subsidiaries or assets;

of shares of our common stock, whether in connection with an acquisition or disposition of our subsidiaries or assets;

selling of our common stock or related derivative securities;

time to time we make investments in equity that is, or may become, publicly held, and we

may experience volatility due to changes in the market prices of such equity investments;

by securities or industry analysts, media or other third parties, that are interpreted either

negatively or positively by investors, failure of securities analysts to maintain coverage

and/or to provide accurate consensus results of us, changes in financial estimates by securities

analysts who follow us, or our failure to meet these estimates or the expectations of investors;

financial or other projections we may provide to the public, any changes in those projections,

or our failure to meet those projections;

time to time we make investments in equity that is, or may become, publicly held, and we may experience volatility due to changes

in the market prices of such equity investments;

by securities or industry analysts, media or other third parties, that are interpreted either negatively or positively by investors,

failure of securities analysts to maintain coverage and/or to provide accurate consensus results of us, changes in financial estimates

by securities analysts who follow us, or our failure to meet these estimates or the expectations of investors;

financial or other projections we may provide to the public, any changes in those projections, or our failure to meet those projections;

announcements

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or perceived security incidents that we or our service providers may suffer;

or anticipated developments in our business, our competitors’ businesses, or the competitive

landscape generally.

or anticipated developments in our business, our competitors’ businesses, or the competitive landscape generally;

acquisitions, dispositions, and discontinuance of business segments.

addition, in the past, following periods of volatility in the overall market and the market price of a particular company’s securities,

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors