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Item 8. Financial Statements and Supplementary Data

2026-03-31 compared with 2025-03-20 · 1027 added, 824 removed, 529 unchanged (78% of the section changed)

Financial Statements and Supplementary Data

OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders’

and Board of Directors

Food Holdings, Inc.

on the Financial Statements

have audited the accompanying consolidated balance sheets of Innovative Food Holdings, Inc.

and Subsidiaries (the Company) as of December

31, 2024 and 2023 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, 2024 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, 2024 and 2023, and the results of its operations and its cash flows for the each of the two years in the period ended December 31,

Monroe Street

Report of Independent Registered Public Accounting

To the Stockholders and Board of Directors of

Innovative Food Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheet of Innovative Food Holdings, Inc.

(the “Company”) as of December 31, 2025, the related consolidated statements

of operations, changes in stockholders’ equity and cash flows for the year ended December 31, 2025, and the related notes to the

consolidated financial statements (collectively referred to as the “financial statements”).

In our opinion, based on our audit,

the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and

the results of its operations and its cash flows for the year ended December 31, 2025, in conformity with accounting principles generally

accepted in the United States of America.

Basis for Opinion

These 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 audit.

are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are

required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and

regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our 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 audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

Critical audit matters are matters arising from

the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and

(1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,

subjective, or complex judgments.

We determined that there are no critical audit matters.

CBIZ CPAs P.C.

We have served as the Company’s auditor

Chicago, Illinois

March 31, 2026

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING

To the Stockholders’ and Board of Directors

Innovative Food Holdings, Inc.

Opinion on the Financial Statements

We have audited the accompanying consolidated

balance sheets of Innovative Food Holdings, Inc.

and Subsidiaries (the Company) as of December 31, 2024 and the related consolidated statements

of operations, stockholders’ equity and cash flows for the year ended December 31, 2024 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, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024,

in conformity with accounting principles generally accepted in the United States of America.

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.

securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

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.

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.

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 audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB)

and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable

rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the

standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial

statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged

to perform, an audit of its internal control over financial reporting.

As part of our 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.

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.

Audit Matters

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.

did not identify any critical audit matters that need to be communicated.

Our audit included performing procedures to assess

the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond

to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating

the overall presentation of the financial statements.

We believe that our audit 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.

have served as the Company’s auditor since 2022

Coral Springs, Florida

March 20, 2025

ASSURANCE DIMENSIONS ,

also d/b/a McNAMARA and ASSOCIATES, LLC

4920 W Cypress Street, Suite

102 | Tampa, FL 33607 | Office:

March 20, 2025 except for Note 3

which is dated March 27, 2026

DIMENSIONS, LLC

d/b/a McNAMARA and ASSOCIATES, LLC

4920 W Cypress Street, Suite 102 | Tampa, FL 33607 | Office:

813.443.5048 | Fax:

JACKSONVILLE :

7800 Belfort Parkway, Suite

290 | Jacksonville, FL 32256 | Office:

Belfort Parkway, Suite 290 | Jacksonville, FL 32256 | Office:

888.410.2323 | Fax:

1800 Pembrook Drive, Suite 300

| Orlando, FL 32810 | Office:

1800 Pembrook Drive, Suite 300 | Orlando, FL 32810 | Office:

888.410.2323 | Fax:

SOUTH FLORIDA :

University Drive,

Suite 621 | Coral Springs, FL 33065 | Office:

University Drive, Suite 621 | Coral Springs, FL 33065 | Office:

754.800.3400 | Fax:

13 unchanged sentences

Cash and cash equivalents

Cash, restricted

Accounts receivable, net

1 unchanged sentence

Other current assets

Assets held for sale

Current assets - discontinued operations

Assets held for sale – discontinued operations

Other current assets - discontinued operations

Total current assets

3 unchanged sentences

Amortizable intangible assets, net

Tradenames and other unamortizable intangible assets

Indefinite-lived intangible assets

Other noncurrent assets

Non-current assets - discontinued operations

LIABILITIES AND STOCKHOLDERS’ EQUITY

1 unchanged sentence

Accounts payable and accrued liabilities

Accrued separation costs, related parties, current portion

Accrued separation costs - related parties, current

Accrued interest

Deferred revenue

Stock appreciation rights liability

5 unchanged sentences

Total current liabilities

Note payable, net of discount

Note payable non-current, net of discount

Accrued separation costs - related parties, non-current

1 unchanged sentence

Lease liability - finance leases, non-current

Noncurrent liabilities - discontinued operations

Total liabilities

4 unchanged sentences

500,000,000 shares authorized;

56,009,032 and 52,538,100 shares issued, 53,164,735 and 49,714,929 shares outstanding at December 31, 2024 and 2023, respectively

Common stock to be issued;

738,032 and 0 shares at December 31, 2024 and 2023, respectively

57,493,776 and 56,009,032 shares issued, and 54,649,479 and 53,164,735 shares outstanding at December 31, 2025 and 2024, respectively

Common stock to be issued 0 and 738,032 shares at December 31, 2025 and 2024, respectively

Additional paid-in capital

Treasury stock:

2,644,297 and 2,623,171 shares outstanding at December 31, 2024 and 2023, respectively

2,644,297 shares outstanding at December 31, 2025 and 2024

( 1,141,372 )

8 unchanged sentences

Statements of Operations

Twelve Months

of goods sold

general and administrative expenses

costs - executive officers

of intangible assets

operating expenses

income (loss)

( 2,808,244 )

income (expense:)

on sale of assets

(loss) on sale of subsidiary

leasing income

Cost of goods sold

Selling, general and administrative expenses

Total operating expenses

Operating income (loss)

Other income (expense):

(loss) before taxes

( 3,697,833 )

(loss) from continuing operations

Interest income (expense), net

Gain on sale of assets

Gain on sale of subsidiary

Other leasing income

Total other income (expense)

Net income before taxes

Income tax expense

Net income from continuing operations

Net income (loss) from discontinued operations

$ ( 4,592,359 )

income (loss) from discontinued operations

$ ( 1,539,928 )

net income (loss)

Consolidated net income (loss)

( 2,065,312 )

income (loss) per share from continuing operations - basic

income (loss) per share from continuing operations - diluted

(loss) per share from discontinued operations - basic

(loss) per share from discontinued operations - diluted

average shares outstanding - basic

average shares outstanding - diluted

Net income per share from continuing operations - basic

Net income per share from continuing operations - diluted

Net income (loss) per share from discontinued operations - basic

Net income (loss) per share from discontinued operations - diluted

Weighted average shares outstanding - basic

Weighted average shares outstanding - diluted

notes to consolidated financial statements.

2 unchanged sentences

the Years Ended December 31, 2025 and 2024

- December 31, 2022

Common Stock to be issued

Treasury Stock

Balance - January 1, 2024

$ ( 1,141,370 )

$ ( 38,821,278 )

issued for compensation

issued to management and employees from common stock subscribed

value of shares under compensation plan

issued under severance agreement

issued to employees for compensation

issued under management compensation plan

issued from common stock subscribed

issued for cashless conversion of stock options

loss for the year ended December 31, 2023

Shares returned to treasury from sale of subsidiary

Fair value of shares under compensation plan

Shares earned under compensation plans

Shares withheld for taxes under compensation plans

Shares issue for cashless exercise of options

Shares sold for cash in private placement offering

Balance - December 31, 2024

$ ( 1,141,372 )

$ ( 36,209,764 )

- December 31, 2023

Balance - January 1, 2025

( 1,141,372 )

( 36,209,764 )

- December 31, 2023

Fair value of shares under compensation plan

Shares earned under compensation plans

Shares issued in cashless conversion of options

Amount paid for taxes under compensation plans

( 2,065,312 )

returned to treasury from sale of subsidiary

value of shares under compensation plan

Shares earned under compensation plans

withheld for taxes under compensation plans

issue for cashless exercise of options

sold for cash

income for the year ended December 31, 2024

- December 31, 2024

Balance - December 31, 2025

$ ( 1,141,372 )

3 unchanged sentences

Statements of Cash Flows

Twelve Months

Cash flows used in operating activities:

2 unchanged sentences

Adjustments to reconcile net income (loss) to net cash used in operating activities:

Gain on disposition of assets

(Gain) loss on disposition of assets

( 2,816,616 )

(Gain) Loss on sale of subsidiaries

Impairment of intangible assets (of which $ 0 and $ 260,422 is included in discontinued operations)

Gain on sale of subsidiaries

Depreciation and amortization

Allowance for slow moving and obsolete inventory

Amortization of right of use asset

Amortization of prepaid loan fees

Amortization of discount on notes payable

Stock based compensation

Value of stock appreciation rights

Gain on derecognition of note payable and accrued interest

Change in value of stock appreciation rights

( 1,337,007 )

Inventory valuation adjustment associated with facility closure

Provision for credit losses

Changes in assets and liabilities:

1 unchanged sentence

( 3,826,006 )

Inventory and other current assets, net

Inventory, net

( 1,977,195 )

Other current assets

Accounts payable and accrued liabilities

( 3,515,394 )

Accrued separation costs - related parties

7 unchanged sentences

Cash received in acquisition of Loco Foods

Acquisition of property and equipment

Cash received from sale of subsidiaries

Cash received from disposition of asset, net of loan payoff

Cash paid for purchase of property and equipment

Cash received from disposition of equipment

Cash received from disposition of building, net of loan payoff

Cash received from disposition of intangible assets, net of costs

2 unchanged sentences

Cash received from sale of common stock, net of costs

Cash received from notes payable, net of costs

Payment for taxes related to net share settlement of equity awards, net

Principal payments on debt

Principal payments financing leases

Principal payments on financing leases

Cash received from line of credit

Principal payments on line of credit

( 2,014,333 )

Net cash provided by financing activities

(Decrease) increase in cash and cash equivalents

Net cash provided by (used in) financing activities

Decrease in cash, cash equivalents, and restricted cash

( 3,042,140 )

Cash and cash equivalents at beginning of period

Cash and cash equivalents at end of period - continuing operations

Cash and cash equivalents at end of period - discontinued operations

Cash and cash equivalents at end of period

Cash, cash equivalents, and restricted cash at beginning of period

Cash, cash equivalents, and restricted cash at end of period - continuing operations

Cash, cash equivalents, and restricted cash at end of period - discontinued operations

Cash, cash equivalents, and restricted cash at end of period

Supplemental disclosure of cash flow information:

1 unchanged sentence

Non-cash investing and financing activities:

Financing lease – warehouse equipment

Issuance of common stock for severance agreement previously accrued

Par value of shares issued, previously accrued

Reclassify fixed assets as held for sale

Principal and accrued interest paid from escrow to Maple Mark Bank

Issuance of common stock under compensation plans

Issuance of common stock from common stock to be issued

Issuance of stock for cashless exercise of options

Summary of assets and liabilities acquired in asset purchase agreements:

Assets acquired – Golden Organic

Liabilities acquired – Golden Organic

ROU assets and liabilities – Golden Organics

Assets acquired – LOCO Foods

Liabilities acquired – LOCO Foods

Summary of assets and liabilities disposed:

Assets disposed – sale of building

Liabilities settled – sale of building

Capitalized interest on financing lease

notes to consolidated financial statements.

4 unchanged sentences

of Presentation

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.

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

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;

Food Group, Inc.

(“Haley”) was sold effective February 26, 2024;

the igourmet platform and its D2C components were sold effective

August 6, 2024;

we continue to operate the B2B component, which remains part of our continuing operations.

On October 8, 2024, we sold

substantially all of the assets of Mouth.

The activities of P Innovations will be abandoned.

to the guidance of Accounts Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued

Operations, the accounts of our discontinued entities GROW, Oasis, Haley, P Innovations, and Mouth are 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.

On December 29, 2023, the Company completed

the sales of its Grow and Oasis subsidiaries, on February 26, 2024, the Company completed the sale of its Haley subsidiary (see Note

4), and on October 8, 2024, the Company completed the sale of substantially all of the assets of Mouth.

In addition, the operations of

P Innovations have been abandoned.

The only remaining discontinued operations on the Company’s balance sheet at December 31, 2024

is cash in the amount of $ 49,315 held by Mouth.

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 credit losses, 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.

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.

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.

Company provides difficult-to-find specialty foods primarily to both Professional Chefs and Home Gourmets through the Company’s

relationships with producers, growers, makers and distributors of these products worldwide.

The distribution of these products primarily

originates from the Company’s two unified warehouses and those of its drop ship partners, and is driven by its proprietary technology

In addition, the Company provides value-added services through its team of food specialists and Chef Advisors who offer customer

support, menu ideas, and preparation guidance.

The Company relied on the guidance of Accounts

Standards Codification (“ASC”) 205-20, Presentation of Financial Statements – Discontinued

Operations, in presenting the results of our discontinued operations.

On February 26, 2024, the Company completed the sale

of its Haley subsidiary (see Note 5), and the activities of P Innovations (“Plantbelly”) were abandoned;

and on October 8,

2024, the Company completed the sale of substantially all of the assets of Mouth.

During the year ended December 31, 2024, the accounts

of the following entities are included in net loss from discontinued operations:

GROW, Oasis, Haley, P Innovations, and Mouth.

remaining assets and liabilities on the Company’s balance sheet at December 31, 2024 related to discontinued operations is cash

in the amount of $ 49,315 held by Mouth.

During the third quarter of fiscal 2025, the Company committed to a strategic exit of its retail

specialty cheese business, which served as the primary component of its national distribution platform.

Accordingly, results for this

business for all prior periods presented have been retrospectively reclassified to discontinued operations in accordance with ASC 205-20.

In connection with this decision, the Company also elected to discontinue its related logistics operations and specialty cheese cutting

activities, including igourmet, along with the Company’s logistics subsidiary (LII/IFP).

During the year ended December 31, 2025,

the accounts of the following entities are included in net loss from discontinued operations and in the discontinued operations sections

of our balance sheet:

IFP, LII, and the activity of igourmet directly related to our cheese business.

preparation of these consolidated financial statements requires the Company 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,

the Company evaluates these estimates, including those related to revenue recognition and concentration of credit risk.

The Company bases

its 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 credit losses, allowance for slow moving and obsolete

inventory, income taxes, 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.

The Company believes its estimates have not

been materially inaccurate in past years, and its assumptions are not likely to change in the foreseeable future.

Reclassifications

amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation

of discontinued operations.

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.

charges to customers and sales taxes collectible from customers, if any, are included in revenues.

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.

and logistic services revenue is primarily comprised of inventory management, order fulfilment and warehousing services.

logistics services revenues are recognized at the point in time when the services are rendered to the customer.

Certain amounts presented in the financial statements

of the prior period have been reclassified to conform with the current period presentation of discontinued operations.

addition, restricted cash has been included with unrestricted cash in the cash totals in the statement of cash flows.

Company recognizes revenue from product sales upon product delivery.

All of its 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.

Warehouse and logistic services revenue is primarily

comprised of inventory management, order fulfilment and warehousing services.

Warehouse and logistics services revenues are recognized

at the point in time when the services are rendered to the customer.

Warehouse rental services are recognized over the period the service

Disaggregation

following table represents a disaggregation of revenue by from sales for the years ended December 31, 2024 and 2023:

The following table represents a disaggregation of

revenue by sales for the years ended December 31, 2025 and 2024:

Digital Channels

1 unchanged sentence

Local Distribution

Direct-to-Consumer

Other Services

of Goods Sold

have included in cost of goods sold all costs which are directly related to the generation of revenue.

Company has 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.

The Company has also included all payroll costs

as cost of goods sold in its warehouse and logistics services business.

General, and Administrative Expenses

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.

Company has included in selling, general, and administrative expenses all other costs which support its 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.

1 unchanged sentence

equivalents include all highly liquid debt instruments with original maturities of three months or less which are not securing any corporate

cash consists of cash that is contractually restricted as to withdrawal or usage.

The Company’s restricted cash primarily relates

to cash held by MapleMark Bank for the purpose of funding capital acquisitions.

Concentrations

of Credit Risk

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.

times, such investments may be in excess of applicable government mandated insurance limit.

At December 31, 2024 and 2023, trade receivables

from the Company’s largest customer amounted to 10 % and 26 %, respectively, of total trade receivables.

During the year ended December

31, 2024 and 2023, sales from the Company’s largest customer amounted to 43 % and 48 % of total sales, respectively.

Financial instruments and related items, which potentially

subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade accounts receivable.

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, 2025 and 2024, trade receivables from the Company’s largest

customer amounted to 18 % and 10 %, respectively, of total trade receivables.

During the year ended December 31, 2025 and 2024, sales from

the Company’s largest customer amounted to 42 % and 52 % of total sales, respectively.

Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits.

1 unchanged sentence

in excess of these limits was $ 261,808 and $ 1,016,918 , respectively.

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 –

Company provides an allowance for credit losses 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 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

Accounts receivable are presented net of an allowance for credit losses of $ 40,002 and $ 46,477 at December 31, 2024, and 2023,

respectively.

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 credit losses will change.

Accounts receivable are presented net of an

allowance for credit losses of $ 218,319 and $ 40,002 at December 31, 2025, and 2024, respectively.

Held for Sale

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and Equipment

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.

Property and equipment are valued at cost.

is provided over the estimated useful lives using the straight-line method.

Leasehold improvements are depreciated on a straight-line

basis over the lesser of the lease term or useful life.

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

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.

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.

October 8, 2024, the Company sold substantially all of the assets of Mouth, and the buyer assumed the liability for deferred revenue

in the amount of $ 174,637 .

following table represents the changes in deferred revenue as reported on the Company’s consolidated balance sheets:

Balance as of December 31, 2022

Cash payments received

Net sales recognized

( 3,293,325 )

Balance as of December 31, 2023

Deferred revenue assumed by buyer

$ ( 174,637 )

Cash payments received

Net sales recognized

( 9,478,594 )

Balance as of December 31, 2024

and Office Equipment

is valued at the lower of cost or net realizable value, and is determined by the average cost method.

The Company adjusts inventory based

upon bi-weekly cycle counts and upon the expiration date of food products.

In addition, the Company records a provision for excess, obsolete,

and slow-moving inventory.

This provision reduces the carrying value of inventory to its net realizable value.

Company accounts for income taxes under the asset and liability method in accordance with ASC 740.

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through future operations.

This standard was adopted by the Company effective January 1, 2021.

The Company accounts for uncertain tax positions

in accordance with ASC 740.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that

the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position.

The tax benefits

recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood

of being realized upon ultimate settlement.The Company classifies interest and penalties related to unrecognized tax benefits as a component

of income tax expense in the accompanying statements of operations.

Value of Financial Instruments

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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 .

and Diluted Income Per Share

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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.

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.

Potentially dilutive securities consist of stock options and restricted stock awards

options and RSAs for which the exercise or vesting 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.

Income from continuing operations

Weighted average shares outstanding - basic

Dilutive effect of stock issuable under compensation plan

Weighted average shares outstanding - diluted

Income per share from continuing operations - basic

Income per share from continuing operations - diluted

shares at December 31, 2025:

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, 2024:

Exercise Number Contractual

Price of Options Life (years)

$ 1.00 50,000 1.50

$ 1.25 130,000 1.50

$ 1.75 130,000 0.99

$ 1.42 310,000 1.41

December 31, 2024, 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 .

The Company also has in place a share-based incentive

plan for its executive team.

When shares are granted under the Company’s incentive stock plans,

the Company withholds the number of shares required to satisfy income tax withholding requirements on the award, calculated at the market

value of the Company’s stock on the date the award is granted.

the year ended December 31, 2024, the Company charged the amount of $404,804 to operations in connection with management stock-based

compensation plans.

December 31, 2024, there were a total of 1,450,314 shares of common stock which have vested and are issuable pursuant to Executive Stock

Compensation Plans.

stock options outstanding at December 31, 2024 have been exercised or expired as of December 31, 2025.

The Company measures stock-based compensation cost

at fair value on the date of grant for all share-based awards and recognizes compensation expense over the service period that the awards

are expected to vest.

The Company has elected to recognize compensation cost for graded-vesting awards subject only to a service condition

over the requisite service period of the entire award.

For performance awards, the Company begins recognizing expense in the period in

which vesting becomes probable.

The Company accounts for forfeitures as they occur.

December 31, 2025, there were 300,000 unvested RSAs remaining from grants in a prior year.

Those 300,000 RSAs will vest as follows:

RSAS 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

RSAs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days.

The fair value of these

RSAs at the date of the grants will be charged to operations upon vesting.

At December 31, 2025, none of these RSAs were vested.

was no charge to operations for these RSAs during the year ended December 31, 2025.

The Company also has in place share-based incentive

plans for its executive team (the “Executive Stock Plans”).

shares are granted under the Company’s Executive Stock Plans, the Company withholds the number of shares required to satisfy income

tax withholding requirements on the award, calculated at the market value of the Company’s stock on the date the award is granted.

During the year ended December 31, 2025, the Company

charged the amount of $ 404,032 to operations in connection with Executive Stock Plans.

December 31, 2025, there were no shares of common stock which have vested and are issuable pursuant to Executive Stock Plans.

shares at December 31, 2024:

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$ 1.42 310,000 1.41

$ 0.55 350,000 0.80

When shares are granted under the Company’s

stock option, the Company withholds the number of shares required to satisfy income tax withholding requirements on the award, calculated

at the market value of the Company’s stock on the date the options is exercised.

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 .

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 with 267,030 shares of common stock granted

to three employees as compensation.

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 (“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.

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

December 31, 2024, there were 300,000 unvested RSAs remaining from grants in a prior year.

Those 300,000 RSAs will vest as follows:

RSA 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 RSAs will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days.

The Company also has in place Executive Stock Plans

for its executive team.

shares are granted under the Company’s Executive Stock Plans, the Company withholds the number of shares required to satisfy income

tax withholding requirements on the award, calculated at the market value of the Company’s stock on the date the award is granted.

During the year ended December 31, 2024, the Company

charged the amount of $ 404,804 to operations in connection with the Executive Stock Plans.

December 31, 2024, there were a total of 1,450,314 shares of common stock which have vested and are issuable pursuant to the Executive

Company accounts for leases in accordance with FASB ASC 842, “Leases”.

The Company determines if an arrangement is a lease

at inception.

Operating and Finance lease right-of-use (“ROU”) assets and current and noncurrent lease liabilities are included

on the face of the consolidated balance sheet.

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

For finance leases, the Company recognizes the amortization of the ROU asset over the shorter of the lease term or useful

life of the underlying asset.

Interest accretion on the finance lease liabilities is recorded as interest expense.

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.

Accounting Pronouncements

November 2023, the FASB issued ASU No.

2023-07, “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures”.

The amendments improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.

The ASU is effective for annual reporting periods beginning after December 15, 2023 and interim periods within fiscal years beginning

after December 15, 2024 with early adoption permitted and can be applied on either a prospective or retroactive basis.

The Company does

not believe the adoption of this guidance will have a material effect on its Consolidated Financial Statements and segment disclosures.

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.

Adopted Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, “Income Taxes

(Topic 740)”.

This update requires public business entities to annually disclose specific categories within the income tax rate

reconciliation, and provide additional information for reconciling items that meet a certain quantitative threshold.

Additionally, the

amendments in this update require entities to disclose certain information about income taxes paid, income tax disaggregation, disclosures

around unrecognized tax benefits, and the removal of disclosures related to temporary differences surrounding deferred tax liabilities

to enhance the transparency and decision usefulness of income tax disclosures.

This update is effective for fiscal years beginning after

December 15, 2024 and early adoption is permitted.

The Company adopted this update prospectively as of January 1, 2025 (see Note 22).

On July 4, 2025, the One Big Beautiful Bill

Act (“OBBBA”) was enacted in the U.S.

The OBBBA includes significant provisions, such as expensing of U.S.

research expenditures

and eligible capital expenditures, the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications

to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The impacts of the

OBBBA are reflected in our results for the year ended December 31, 2025, and there was no impact to our income tax expense or effective

income tax rate.

New Accounting Pronouncements Not Yet Adopted

In November 2024, the FASB issued ASU

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Early adoption is permitted.

The Company does not believe the adoption of this guidance will have a material

effect on its Consolidated Financial Statements and segment disclosures.

The Company is evaluating the standard and its potential effect on its consolidated

financial statements and segment disclosures.

July 2025, the FASB issued ASU 2025-05, which provides a practical expedient for estimating expected credit losses on short term receivables

and contract assets from revenue transactions.

The guidance permits a simplified loss rate approach based on historical write-off experience

and current conditions.

The Company is evaluating the standard and its potential effect on the allowance for credit losses and its consolidated

financial statements.

REVISION OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

We have revised amounts reported in previously issued

financial statements for the periods presented in this Annual Report on Form 10-K related to immaterial errors.

The errors relate to certain

costs directly related to the revenue generation and cost of goods sold.

The costs were not properly categorized in prior periods, which

led to an overstatement of revenue and a corresponding overstatement of cost of goods sold.

There was no effect to consolidated net income

(loss) in any of the revised periods.

We evaluated the aggregate effects of the errors to

our previously issued financial statements in accordance with SEC Staff Accounting Bulletins No.

108 and, based upon quantitative

and qualitative factors, determined that the errors were not material to the previously issued financial statements and disclosures included

in our Annual Reports on Form 10-K for the year ended December 31, 2024 and for any quarterly periods included therein or through our

Quarterly Report on Form 10-Q for the quarterly periods ended September 30, 2025, June 30, 2025, and March 31, 2025.

The following tables present the effects of the aforementioned

revisions on our consolidated statements of operations for the quarterly periods ended September 30, 2025, June 30, 2025, and March 31,

2025 and the year ended December 31, 2024 and for the quarterly periods included therein.

Three months ended

Nine months ended

September 30, 2025

$ ( 684,948 )

$ ( 1,906,863 )

Cost of goods sold

$ ( 684,948 )

$ ( 1,906,863 )

Three months ended

Six months ended

June 30, 2025

$ ( 642,097 )

$ ( 1,221,915 )

Cost of goods sold

$ ( 642,097 )

$ ( 1,221,915 )

Three months ended

March 31, 2025

$ ( 579,818 )

Cost of goods sold

$ ( 579,818 )

December 31, 2024

$ ( 3,070,967 )

Cost of goods sold

$ ( 3,070,967 )

Three months ended

Nine months ended

September 30, 2024

$ ( 767,608 )

$ ( 2,352,630 )

Cost of goods sold

$ ( 767,608 )

$ ( 2,352,630 )

Three months ended

Six months ended

June 30, 2024

$ ( 742,892 )

$ ( 1,585,022 )

Cost of goods sold

$ ( 742,892 )

$ ( 1,585,022 )

Three months ended

March 31, 2024

$ ( 842,130 )

Cost of goods sold

$ ( 842,130 )

DISCONTINUED OPERATIONS

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 B2B service offering and to allocate fewer resources to and in

some cases to sell certain of the Company’s subsidiaries involved in its D2C service offerings.

Pursuant to this strategy, on December

29, 2023, the Company completed the sales of its Grow and Oasis subsidiaries;

on February 26, 2024, the Company completed the sale of

its Haley subsidiary;

and on October 8, 2024, the Company sold substantially all of the assets of Mouth (see Note 3).

In addition, the

operations of P Innovations have been abandoned.

On February 26, 2024, the Company completed the sale

of its Haley subsidiary (see Note 5), and the activities of P Innovations (“Plantbelly”) were abandoned;

and on October 8,

2024, the Company completed the sale of substantially all of the assets of Mouth.

During the year ended December 31, 2024, the accounts

of the following entities are included in net loss from discontinued operations:

GROW, Oasis, Haley, P Innovations, and Mouth.

remaining assets and liabilities on the Company’s balance sheet at December 31, 2024 related to discontinued operations is cash

in the amount of $ 49,315 held by Mouth.

the third quarter of fiscal 2025, the Company committed to a strategic exit of its retail specialty cheese business, which served as

the primary component of its national distribution platform.

Accordingly, results for this business for all prior periods presented have

been retrospectively reclassified to discontinued operations in accordance with ASC 205-20.

In connection with this decision, the Company

also elected to discontinue its related logistics operations and specialty cheese cutting activities, including igourmet, along with

the Company’s logistics subsidiary (LII/IFP).

During the year ended December 31, 2025, the accounts of the following entities are

included in net loss from discontinued operations and in the discontinued operations sections of our balance sheet:

IFP, LII, and the

activity of igourmet directly related to our cheese business.

the operating results and related assets and liabilities of the retail specialty cheese business, including igourmet, along with the

Company’s logistics subsidiary (LII / IFP) and specialty cheese cutting operations, have been reclassified to discontinued operations

for all periods presented.

following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in

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Accounts receivable

Total current assets

- discontinued operations

Assets held for sale

Total current assets - discontinued operations

Noncurrent assets - discontinued operations:

ROU assets – financing leases, net

Property and equipment, net

Total noncurrent assets - discontinued operations

Current liabilities - discontinued operations:

Accounts payable and accrued liabilities

Accrued payroll and related liabilities

Deferred revenue

Total current liabilities

- discontinued operations

Accrued interest

Lease Liability

Notes payable, net

Total current liabilities - discontinued operations

Noncurrent liabilities - discontinued operations:

Notes payable, net

Total noncurrent liabilities - discontinued operations

following information presents the major classes of line items constituting the after-tax loss from discontinued operations in the consolidated

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Selling, general, and administrative expenses

Other (income) expense

Loss from discontinued

operations, net of tax

Other expense

Loss from discontinued operations, net of tax

$ ( 4,592,359 )

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:

Accounts receivable

$ ( 1,539,928 )

following information presents the major classes of line items constituting significant operating, investing and financing cash flow

activities in the consolidated statements of cash flow relating to discontinued operations:

Operating activities:

Adjustments to reconcile net loss to cash

Net cash provided by (used in) operating activities

Inventory valuation adjustment associated with facility closure

Loss on disposition of assets

Depreciation and amortization

Changes in assets and liabilities:

Accounts receivable, net

( 3,170,397 )

Inventory, net

( 2,771,015 )

Accounts payable and accrued liabilities

( 2,176,696 )

Deferred revenue

( 1,965,888 )

Investing activities:

Cash paid for purchase of property and equipment

Cash received from disposition of equipment

Financing activities:

Principal payments on notes payable

Principal payments on financing lease

SALE OF ASSETS

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A gain in the amount of $ 174,637 was recorded on this transaction.

SALE OF SUBSIDIARIES

December 29, 2023, the Company sold 100 % of the equity interests in Organic Food Brokers, LLC (“OFB” or “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.

SALE OF SUBSIDIARY

February 26, 2024, the Company sold 100 % of the equity interests in Haley for the return of 21,126 shares of the Company’s

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The Company valued the 21,126 shares

of common stock at the market price on the date of the acquisition of $ 1.00 per sale and recorded a gain in the amount of $ 21,126 on

of common stock at the market price on the date of the acquisition of $ 1.00 per share and recorded a gain in the amount of $ 21,126 on

this transaction.

Organics, Inc.

On October 14, 2024, the

Company entered into an asset purchase agreement (the “GO APA”) with Golden Organics, Inc., a wholesaler of bulk organic and

other related food products.

Pursuant to the GO APA, the Company acquired substantially all the properties, business, and assets of Golden

Organics, Inc.

for an aggregate purchase price of $ 1,580,000 , subject to net accounts receivable and accounts payable adjustments.

Company accounted for the GO APA pursuant to the guidance of ASC 805 – Accounting for Business Combinations (“ASC 805”).

The $ 1,580,000 purchase price consisted of a cash payment of $ 1,230,000 at closing and a promissory note in the amount of $ 350,000 bearing

interest at the rate of 6 % per annum and payable in 60 equal monthly installments.

At December 31, 2024, the Company had made cash payments

in the aggregate amount of $ 1,231,379 on the GO APA and recorded ROU operating assets and liabilities of $ 731,566 ;

October 14, 2024, the Company entered into an asset purchase agreement (the “GO APA”) with Golden Organics, Inc., a wholesaler

of bulk organic and other related food products.

Pursuant to the GO APA, the Company acquired substantially all the properties, business,

and assets of Golden Organics, Inc.

for an aggregate purchase price of $ 1,580,000 , subject to net accounts receivable and accounts payable

The Company accounted for the GO APA pursuant to the guidance of ASC 805 – Accounting for Business Combinations (“ASC

The $ 1,580,000 purchase price consisted of a cash payment of $ 1,230,000 at closing and a promissory note in the amount of

$ 350,000 bearing interest at the rate of 6 % per annum and payable in 60 equal monthly installments.

At December 31, 2024, the Company

had made cash payments in the aggregate amount of $ 1,231,379 on the GO APA and recorded ROU operating assets and liabilities of $ 731,566 ;

intangible assets of $ 198,593 ;

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accounts receivable of $ 611,132 ;

inventory of $ 1,102,536 , and other current assets of $ 84,000 ;

inventory of $ 1,102,536 , and other

current assets of $ 84,000 ;

accounts payable of $ 546,132 ;

and note payable of $ 350,000 .

On December 20, 2024,

the Company through its subsidiary, Golden Organics, Inc., entered into an asset purchase agreement (the “LoCo APA”) with

LoCo Food Distribution LLC, a Colorado limited liability company (“LoCo”), a wholesaler of food related products, and Elizabeth

On December 20, 2024, the

Company through its subsidiary, Golden Organics, Inc., entered into an asset purchase agreement (the “LoCo APA”) with LoCo

Food Distribution LLC, a Colorado limited liability company (“LoCo”), a wholesaler of food related products, and Elizabeth

Mozer and Benjamin Mozer (each an “Owner,” collectively, the “Owners” and together with LoCo, collectively,

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the Company acquired substantially all of LoCo’s properties, business, and assets used and/or useful in the operation of LoCo’s

business of sourcing and wholesaling food products, and agreed to assume certain liabilities of LoCo for an aggregate purchase price of

$ 304,269 , which is payable to LoCo’s lenders for all outstanding and unpaid indebtedness of LoCo.

business of sourcing and wholesaling food products, and agreed to assume certain liabilities of LoCo for an aggregate purchase price

of $ 304,269 , which is payable to LoCo’s lenders for all outstanding and unpaid indebtedness of LoCo.

The Company also entered into

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earnings targets.

The Company expects these targets to be met.

At December 31, 2024, the Company had recorded the following assets and

liabilities pursuant to the LoCo APA:

Cash received of $ 42,000 ;

At December 31, 2024, the Company had recorded the following assets and liabilities pursuant to the LoCo APA:

received of $ 42,000 ;

intangible assets of $ 232,972 ;

property and equipment of $ 252,000 ;

payable and accrued liabilities of $ 1,008,590 ;

accounts payable and accrued liabilities of $ 1,008,590 ;

and contingent liability payable of $ 54,430 .

During the year ended December 31, 2025, the Company released the liability as the targets

were not met.

ACCOUNTS RECEIVABLE

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Allowance for credit losses

Accounts receivable,

Accounts receivable, net

the years ended December 31, 2025 and 2024, the Company charged the amount of $ 106,010 and $ 4,599 , respectively, to bad debt expense.

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Finished goods inventory

Allowance for slow moving

& obsolete inventory

Finished goods inventory,

PROPERTY AND EQUIPMENT

summary of property and equipment at December 31, 2025 and 2024 is as follows:

Building and leasehold improvements

Computer and Office Equipment

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expense for property and equipment amounted to $ 167,413 and $ 173,021 for the years ended December 31, 2025 and 2024, respectively, which

is recorded in selling, general & administrating expenses on the Company’s statement of operations.

During the year ended December

31, 2024, the Company disposed of a vehicle with a cost of $ 51,091 and accumulated depreciation of $ 49,380 .

is recorded in selling, general and administrating expenses on the Company’s statement of operations.

PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE

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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.

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 (the “Race Track Road Property”) as held for sale.

On February 14, 2024, the Company

finalized the sale of the Race Track Road Property for cash in the amount of $ 2,455,000 .

The Company recorded a gain on the sale in the

amount of $ 1,807,516 .

Proceeds of the sale in the amount of $ 353,815 were used to pay the mortgage and accrued interest on the Race Track

Road Property.

Total expenses related to the sale were $ 165,755 , including a commission of $ 147,300 , state taxes of $ 17,185 , and closing

fees of $ 1,270 .

of December 31, 2025, the Company classified the land and building located at 220 Oak Hill Road, Mountain Top, Pennsylvania, as held

During the year ended December 31, 2025, the Company classified certain leasehold improvements at the Mountain Top property

as held for sale.

The net book value of these assets consisted of the following at December 31, 2025 and 2024:

Furniture, fixtures, and

RIGHT OF USE ASSETS AND LEASE LIABILITIES – OPERATING LEASES

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terms of 1 year to 3 years, some of which include options to extend.

Company’s lease expense for the years ended December 31, 2024 and December 31, 2023 was entirely comprised of operating leases

and amounted to $ 62,686 and $ 58,915 , respectively.

The Company’s ROU asset amortization for the years ended December 31, 2024 and

2023 was $ 54,609 and $ 51,756 , respectively.

The difference between the lease expense and the associated ROU asset amortization consists

Company’s lease expense for the years ended December 31, 2025 and 2024 was entirely comprised of operating leases and amounted

to $ 280,616 and $ 62,686 , respectively.

The Company’s ROU asset amortization for the years ended December 31, 2025 and 2024 was

$ 253,041 and $ 54,609 , respectively.

The difference between the lease expense and the associated ROU asset amortization consists of interest.

The weighted-average discount rate of the operating

leases was 7.00 % and 7.00 % at December 31, 2025 and 2024, respectively.

The lease rates were estimated based upon the Company’s

incremental borrowing rate at the time of the inception of the leases.

The weighted-average lease term of the operating

leases was 2.16 years and 2.85 years at December 31, 2025 and 2024, respectively.

of use assets – operating leases are summarized below:

1 unchanged sentence

Office equipment

Right of use assets,

Right of use assets, net

lease liabilities are summarized below:

4 unchanged sentences

Lease liability, non-current

analysis under these lease agreements are as follows:

Year ended December 31, 2025

Year ended December 31, 2026

Year ended December 31, 2027

Year ended December 31, 2028

Year ended December 31, 2029

analysis under these lease agreements are as follows for the year ended December 31:

Present value discount

Lease liability

the year ended December 31, 2025, the Company recorded an increase in the right of use asset and operating lease liability in the amount

of $ 59,954 on the building lease associated with the acquisition of Golden Organics.

the year ended December 31, 2024, the Company recorded an operating lease of a building in the amount of $ 599,116 and an operating lease

of vehicles in the amount of $ 132,451 in connection with the acquisition of Golden Organics.

During the year ended December 31, 2023,

the Company recorded the removal of a right to use asset and lease liability in the amount of $ 72,150 due to the termination of an office

RIGHT OF USE ASSETS – FINANCING LEASES

Company has financing leases for vehicles and warehouse equipment.

Right of use asset – financing leases are summarized

Right of use asset – financing leases are summarized below:

Warehouse equipment

4 unchanged sentences

ended December 31, 2024, the Company recorded right of use assets and lease liabilities in the amount of $ 180,740 related to warehouse

There were no additions to right of use assets and lease liabilities – financing leases during the year ended December

The weighted-average interest rate of the financing

leases was 5.77 % and 5.83 % at December 31, 2025 and 2024, respectively.

The lease rates were estimated based upon the Company’s

incremental borrowing rate at the time of the inception of the leases.

The weighted-average lease term of the financing leases

years and 2.80 years December 31, 2025 and 2024, respectively.

lease liabilities are summarized below:

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, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $ 2,884 and $ 65 , respectively.

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.

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, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $ 1,044 and $ 24 , respectively.

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.

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, 2024, the Company made principal and interest payments on this lease obligation in the amount of $ 110,429 and $ 8,868 , respectively.

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.

$ 87,278 $ 197,707

2025 December 31,

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, 2025, the Company made principal and interest payments on this lease obligation in the amounts of $ 23,933 and $ 2,324 , respectively.

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, 2024, the Company made principal and interest payments on this lease obligation in the amount of $ 22,669 and $ 3,588 , respectively.

$ 29,616 $ 53,549

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, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $ 18,035 and $ 568 , respectively.

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.

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, 2025, the Company made principal and interest payments on this lease obligation in the amounts of $ 13,025 and $ 751 , respectively.

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, 2024, the Company made principal and interest payments on this lease obligation in the amount of $ 12,293 and $ 1,385 , respectively.

$ 7,904 $ 20,929

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, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $ 5,794 and $ 1,564 , respectively.

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.

Financing lease obligation under a lease agreement for warehouse equipment dated September 12, 2024 in the original amount of $ 180,740 payable in sixty monthly payments in the minimum amount of $2,846 including interest at the rate of 6.01 %.

The amount of the monthly payments is based upon the amount of supplies and materials the Company purchases from the lessor each month.

During the year ended December 31, 2025, the Company made principal and interest payments on this lease obligation in the amounts of $ 64,030 and $ 1,580 , respectively, and capitalized interest in the amount of $ 2,845 .

During the year ended December 31, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $ 55,108 and $ 2,154 , respectively.

$ 64,029 125,632

Total $ 101,549 $ 200,110

3 unchanged sentences

maturities of lease liabilities – financing leases as of December 31, 2025 are as follows:

the year ended December 31,

For the period ended December 31,

INTANGIBLE ASSETS

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.

Company has also capitalized the development of its website.

Amortizable Intangible Assets

August 6, 2024, the Company signed an agreement to sell intangible assets of its consumer e-commerce business igourmet, generally consisting

of customer lists, domains, and trademarks for cash of $ 700,000 .

The purchase price was $ 947,650 , consisting of the following:

received cash of $ 617,000 .

The buyer also assumed liabilities of $ 330,650 .

The intangible assets sold were fully amortized on the

Company’s balance sheet, and the Company recognized a gain on the sale of $ 834,463 , net of acquisition costs in the amount

of $ 113,187 .

October 14, 2024, the Company acquired certain assets of Goldan Organics, Inc.

(the “GO Transaction”).

to the GO Transaction, the Company recorded an intangible asset in the amount of $ 198,593 representing the client base of Golden Organics.

On December 19, 2024, the Company acquired, through its subsidiary Golden Organics, Inc., certain assets of LoCo Food Distribution, LLC

(the “LoCo Transaction”).

Pursuant to the LoCo Transaction, the Company recorded an intangible asset in

the amount of $ 232,972 representing a customer list.

The total amount of intangible assets obtained in the GO and LOCO transactions was

This amount if being amortized over a period of 60 months.

Company acquired certain intangible assets pursuant to the acquisitions of Artisan and Golden Organics.

These assets include trade names

and customer lists.

Intangible Assets

following table represents the balances of other amortizable intangible assets as of December 31, 2025 and 2024:

December 31, 2025

Customer Lists

December 31, 2024

Customer Lists

amortization expense for the years ended December 31, 2025 and 2024 was $ 86,313 and $ 7,193 , respectively.

Non-Amortizable Intangible Assets

non-amortizable intangible assets consist of $ 217,000 of trade names held by Artisan.

The Company followed the guidance of ASC 360, Property,

Plant, and Equipment , 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.

In management’s judgment,

there are no indications that the carrying value of these trade names may not be recoverable, and it determined that impairment testing

was not required.

Company acquired certain intangible assets pursuant to the acquisitions through Artisan.

The following is the net book value of these

amortization expense for intangible assets as of December 31, 2025 is as follows:

For the period ended December 31,

Indefinite-lived

Intangible Assets

Indefinite-lived

intangible assets consist of Trade Names in the amount of $ 217,000 held by Artisan.

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

payable and accrued liabilities at December 31, 2024 and December 31, 2023 are as follows:

payable and accrued liabilities at December 31, 2025 and 2024 are as follows:

Trade payables and accrued liabilities

1 unchanged sentence

ACCRUED SEPARATION COSTS – RELATED PARTIES

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.

On February 3, 2023, the Company entered into a Severance

Note, an Agreement and General Release, and a Side Letter thereto (the “SK Agreements”) with Sam Klepfish its prior CEO and

a previous board member.

The SK Agreements provide, among other things, for Mr.

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

The $250,000 was paid into an escrow account with the requirement that they are released to 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,

and was 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.

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.

The $1,000,000 portion is in the form of an unsecured, non interest-bearing note

payable to Mr.

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,

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.

over eighteen months.

which were delivered to Mr.

Klepfish on April 26, 2023;

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

The Company also agreed to pay a total of $ 1,199 of Consolidated Omnibus Reconciliation Act (“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 .

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

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 .

February 6, 2024, the Company entered into a separation agreement with Richard Tang, its Chief Financial Officer (the “Tang Separation

19 unchanged sentences

Tang submits a request for reimbursement and supporting documentation.

the year ended December 31, 2024, the Company made the following payments in connection with the SK Agreements:

The Company paid cash

in the amount of $333,333 to Mr.

the year ended December 31, 2024, the Company made the following payments in connection with the Wiernasz Separation Agreement:

made Cobra payments on behalf of Mr.

Weirnasz in the amount of $ 967 .

the year ended December 31, 2024, the Company made the following payments in connection with the Tang Separation Agreement:

made cash payments to Mr.

Tang in the amount of $ 113,918 , and Cobra payments on behalf of Mr.

Tang in the amount of $ 14,495 .

October 4, 2025, the Company entered into a separation agreement and general release (the “Bennett Separation Agreement”)

with Bill Bennett, pursuant to which Mr.

Bennett will resign from his position as the Chief Executive Officer of the Company, effective

October 3, 2025.

Pursuant to the Bennett Separation Agreement, the Company shall (i) pay Mr.

Bennett severance payments consisting of

salary continuation and bonus payable through December 31, 2025, in the total gross amount of $ 115,501 , payable in installments on the

Company’s regular payroll dates;

and (ii) reimbursement of Mr.

Bennett’s group health insurance premiums for the period from

November 1, 2025 through September 30, 2026 in the total gross amount of $ 31,515 .

During the year ended December 31, 2025, the Company

paid cash in the amount of $ 115,501 and Cobra payments in the amount of $ 9,322 under the Bennett Separation Agreement.

the years ended December 31, 2025 and 2024, the Company paid cash in the amount of $ 332,165 and $ 333,333 , respectively, to Mr.

in connection with the SK Agreements.

the years ended December 31, 2025 and 2024, the Company made the following payments in connection with the Wiernasz Separation Agreement:

The Company made Cobra payments on behalf of Mr.

Wiernasz in the amount of $ 0 and $ 967 , respectively.

the years ended December 31, 2025 and 2024, the Company made the following payments in connection with the Tang Separation Agreement:

The Company made cash payments to Mr.

Tang in the amount of $ 0 and $ 113,918 , respectively, and Cobra payments on behalf of Mr.

the amount of $ 0 and $ 14,495 , respectively.

following table represents the amounts accrued, paid, and outstanding on these agreements as of December 31, 2025:

Paid / Issued

Cash – through March 6, 2026

3 unchanged sentences

Stock – Issued in April 2023

Cobra - over eighteen

$ ( 1,026,975 )

Cash - three equal payments

$ ( 100,000 )

Cobra - over eighteen

Cobra – over eighteen months

$ ( 1,359,140 )

3 unchanged sentences

$ ( 128,413 )

Cash – installments through December 31, 2025

$ ( 110,170 )

Cobra – installments through September 30, 2026

$ ( 124,823 )

Total Company

10 unchanged sentences

At December 31, 2025, the Smallwood SARs had a fair value of $ 16,143 ;

increase in fair value in the amount $ 1,098,130 was charged to non-cash compensation during the year ended December 31, 2024.

decrease in fair value in the amount of $ 1,337,007 was charged to selling, general and administrative expenses on the Company’s

statement of operations during the year ended December 31, 2025.

change in valuation of the Smallwood SARs is summarized in the table below:

SAR Liability

December 31, 2023 -fair value

(Gain) Loss on revaluation

December 31, 2024 - fair value

(Gain) Loss on revaluation

( 1,337,007 )

December 31, 2025 - fair value

following assumption were utilized in the valuation of the Smallwood SARs:

5 unchanged sentences

3.66 - 4.71 %

NOTES PAYABLE

price of the Company’s common stock on the date of the grant of the SARs was $ 0.41 .

The exercise prices at the date of the

grant were $ 1.50 and $ 2.00 .

LINE OF CREDIT

2025 December 31,

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, 2024, 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, 2024, the Company amortized $ 5,136 of these costs to interest expense.

During the year ended December 31, 2024, the Company made principal payments in the amount of $ 90,530 on this loan.

During the year ended December 31, 2024, the Company accrued interest in the amount of $876,018 on the MapleMark term Loan 3.

At December 31, 2024, accrued interest on this note was $ 72,273 .

$ 8,895,112 $ 8,985,642

On June 6, 2022, the Company entered into a revolving credit facility with MapleMark (the “MapleMark Revolver”) which expired on August 25, 2025.

The amount available under the MapleMark Revolver was $ 1,500,000 .

Principal and interest payments due under the MapleMark Revolver were payable monthly.

Amounts due under the MapleMark Revolver bore 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) 5.50% per annum.

During the year ended December 31, 2025, the Company borrowed the amount of $ 500,000 under the MapleMark Revolver, and repaid the amount of $ 500,000 .

During the year ended December 31, 2025, the Company paid interest in the amount of $ 1,804 on the MapleMark Revolver.

During the year ended December 31, 2024, the Company did not draw on the MapleMark Revolved and no interest was incurred.

NOTES PAYABLE

2025 December 31,

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.

If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated.

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, 2023.

On February 14, 2024, The Company sold its Race Track Road Facility in Bonita Springs, Florida, which had been pledged as security for the MapleMark Term Loan 2.

Proceeds from the sale in the amount of $ 352,905 and $ 910 were used to pay the remaining principal and interest, respectively, on the MapleMark Term Loan 2.

At December 31, 2024, there were no amounts due under the MapleMark Term Loan 2.

$ - $ 352,905

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, 2024, the Company accrued interest in the amount of $ 378 on this note.

At December 31, 2024, accrued interest on this note was $ 18,860 .

$ 20,000 $ 20,000

The note was due in January 2006 and the Company accrued interest on this note at 1.9 % through September 30, 2025.

During the years ended December 31, 2025 and 2024, the Company accrued interest on this note in the amount of $ 288 and $ 378 , respectively.

December 31, 2024, accrued interest on this note was $ 18,860 .

At September 30, 2025, this note had been outstanding without any claim or correspondence for an extended duration.

After consideration of all available information, the Company concluded that the obligation is no longer required to be recognized.

Accordingly, the liability was derecognized and a gain in the amount of $ 39,154 was recorded during the year ended December 31, 2025.

At September 30, 2025, this note had been outstanding without any claim or correspondence for an extended duration.

After consideration of all available information, the Company concluded that the obligation is no longer required to be recognized.

Accordingly, the liability was derecognized and a gain in the amount of $39,154 was recorded during the year ended December 31, 2025.

A note payable in the amount of $ 350,000 issued in connection with the GO Acquisition (the “GO Note”).

The GO Note is payable in 60 equal monthly instalments of $6,766 and bears interest at the rate of 6.0 %.

During the year ended December 31, 2024, the Company made principal and interest payments on the GO note in the amount of $ 5,016 and $ 1,750 , respectively.

During the year ended December 31, 2025, the Company made interest payments on the GO note in the amount of $ 20,138 .

During the year ended December 31, 2025, the Company made principal payments on the GO note in the amount of $ 62,011 .

282,973 344,984

Total $ 282,973 $ 364,984

Discount ( 377,370 ) ( 382,506 )

Net of discount $ 8,882,726 $ 8,976,041

Current portion $ 66,026 $ 82,191

Long-term maturities 8,692,674 8,855,000

Long-term maturities, net of discount 216,947 282,793

Total $ 282,973 $ 364,984

was a total of $ 91,347 and $ 95,942 accrued interest on notes payable at December 31, 2024 and 2023, respectively.

interest on notes payable was $ 0 and $ 91,347 at December 31, 2025 and 2024, respectively.

maturities of notes payable as of December 31, 2025 are as follows:

the period ended December 31,

of December 31, 2024 and 2023 a total of 2,844,297 and 2,823,171 shares, respectively, were issued but deemed not outstanding by the

of December 31, 2025, total number of shares of common stock issued and outstanding was 57,493,776 and 54,649,479 , respectively.

December 31, 2024, total number of shares of common stock issued and outstanding was 56,009,032 and 53,164,735 , respectively.

31, 2025 and 2024, a total of 2,844,297 shares of common stock were deemed issued but not outstanding.

At December 31, 2025 and 2024,

an additional 0 and 738,032 shares, respectively, were classified as common stock to be issued.

These shares represent shares of common

stock vested under the Company’s Executive Stock Plans, and are in the process of being administratively issued.

the year ended December 31, 2025:

January 9, 2025, the Company issued 60,000 shares of common stock pursuant to the cashless exercise of options held by an ex-employee

to purchase 130,000 shares of common stock at a price of $ 1.25 per share and an additional 130,000 shares of common stock at a price

of $ 1.75 per share.

There was no gain or loss recorded on this transaction.

January 13, 2025, the Company issued 24,026 shares of common stock pursuant to the cashless exercise of options held by an ex-employee

to purchase 50,000 shares of common stock at a price of $ 1.00 per share.

There was no gain or loss recorded on this transaction.

February 26, 2025, the Company issued the following shares of common stock to its executive officers pursuant to executive compensation

530,665 shares were issued to its Bill Bennett, predecessor CEO;

133,632 shares were issued to Brady Smallwood, COO;

shares were issued to its Gary Schubert, successor CEO, pursuant to the Prior CFO Stock Plan.

These shares were classified as shares

to be issued on the Company’s balance sheet at December 31, 2024.

There was no gain or loss recorded on this transaction.

June 2, 2025, the Company issued 273,026 shares of common stock to Bill Bennett, predecessor CEO pursuant to an executive compensation

There was no gain or loss recorded on this transaction.

June 3, 2025, the Company issued 92,168 shares of common stock to Gary Schubert, successor CEO pursuant to the Prior CFO Stock Plan.

There was no gain or loss recorded on this transaction.

July 3, 2025, the Company issued 82,952 shares of common stock to Brady Smallwood, COO pursuant to an executive compensation plan.

was no gain or loss recorded on this transaction.

December 31, 2025, the Company issued 214,530 shares of common stock to Bill Bennett, its predecessor CEO pursuant to an executive compensation

There was no gain or loss recorded on this transaction.

December 31, 2025, the Company reduced the number of shares to be issued by 136,205 due to a reduction in the estimate in the number

of shares to be withheld for the payment of income taxes pursuant to the Executive Stock Plans.

Of this amount, 64,518 were due to Brady

Smallwood under the COO Stock Plan, and 71,687 were due to Gary Schubert under the Prior CFO Stock Plan.

There were no remaining shares

to be issued as of December 31, 2025.

the year ended December 31, 2024:

February 26, 2024, the Company sold 100 % of the equity interests in Haley for the return of 21,126 shares of the Company’s common

2 unchanged sentences

the Company valued the 21,126 shares

of common stock at the market price on the date of the acquisition of $ 1.00 per sale and recorded a gain in the amount of $ 21,126 on

of common stock at the market price on the date of the acquisition of $ 1.00 per share and recorded a gain in the amount of $ 21,126 on

this transaction.

3 unchanged sentences

at the fair value of $ 1.16 per share.

On July 9, 2024, the Company issued a total of 1,415,544

shares of common stock pursuant to the Company’s executive stock plans.

These shares were recorded at the aggregate par value of

there was no gain or loss recorded on these transactions as the shares were issued pursuant to the terms of the compensation plans.

November 29, 2024, the Company sold 1,906,250 shares of common stock and on December 4, 2024 the Company sold an additional 125,000 shares

of common stock (a total of 2,031,250 shares) at a price of $ 1.60 per share for total proceeds of $ 3,250,000 .

July 9, 2024, the Company issued a total of 1,415,544 shares of common stock pursuant to the Company’s Executive Stock Plans.

shares were recorded at the aggregate par value of $ 142 ;

there was no gain or loss recorded on these transactions as the shares were

issued pursuant to the terms of the compensation plans.

November 29, 2024, pursuant to a private placement, the Company sold 1,906,250 shares of common stock and on December 4, 2024 the Company

sold an additional 125,000 shares of common stock (a total of 2,031,250 shares) at a price of $ 1.60 per share for total proceeds of $ 3,250,000 .

December 31, 2024, the Company issued the following shares pursuant to Executive Stock Plans:

517,429 shares of common stock were issued

to its CEO, net of 455,991 shares withheld for the payment of taxes in the amount of $ 664,431 ;

133,631 shares of common stock were issued

to its COO, net of 112,151 shares withheld for the payment of taxes in the amount of $ 163,763 ;

and 73,735 shares were issued to its CFO,

net of 57,350 shares withheld for the payment of taxes in the amount of $ 80,290 .

the year ended December 31, 2023:

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.

February 28, 2023, the Company issued 267,030 shares with a value of $ 112,169 to three employees as compensation.

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.

April 26, 2023, the Company issued 400,000 shares of common stock to the previous Chief Executive Officer pursuant to the SK Agreements.

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.

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.

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.

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.

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.

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.

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.

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.

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.

to its predecessor CEO, net of 455,991 shares withheld for the payment of taxes in the amount of $ 664,431 ;

133,631 shares of common stock

were issued to Mr.

Smallwood, net of 112,151 shares withheld for the payment of taxes in the amount of $ 163,763 ;

and 73,735 shares were

issued to its successor CEO pursuant to the Prior CFO Stock Plan, net of 57,350 shares withheld for the payment of taxes in the amount

of $ 80,290 .

February 15, 2024, the Company issued 150,000 shares of common stock to a previous director for options previously exercised.

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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.

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.

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, 2024, the

Smallwood SARs had a fair value of $ 1,353,150 ;

the increase in value during the year ended December 31, 2024 in the amount of $ 1,098,130

was charged to compensation expense.

At December 31, 2025, the Smallwood SARs had a fair value of $ 16,143 ;

the increase in value during the year ended December 31, 2024 in the amount of $ 1,098,130 was charged to compensation expense.

Smallwood SARs were valued using the Black-Scholes valuation model utilizing the following variables:

For the Year Ended

86.58 - 131.55 %

45.0 - 53.3 %

risk-free interest rates

3.66 - 4.71 %

3.67 - 5.03 %

Expected term (years)

Incentive Plans

February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO.

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:

the decrease in fair value

in the amount $ 1,337,007 was charged to non-cash compensation during the year ended December 31, 2025.

CEO Stock Plan

February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s then CEO.

to this agreement, Mr.

Bennett was provided with an incentive compensation plan (the “Predecessor CEO Stock Plan”) whereby

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:

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Grant Date Multiplied by:

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, 2024 and 2023, $ 233,132 and $ 195,047 of this amount

was charged to operations, respectively.

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.

and of 265,229 shares were withheld for income tax purposes.

During the year ended December 31, 2024, the price

targets of $0.80, $1.00, $1.20, $1.40, and $1.60 were achieved , and Mr.

Bennett became eligible to receive an additional total of 2,194,050

Predecessor CEO Stock Plan had a fair value of $ 660,541 at inception (see “Stock Plan Valuation” section below).

is being amortized over the 34-month life of the plan.

During the years ended December 31, 2025 and 2024, $ 232,361 and $ 233,132 of this

amount was charged to operations, respectively.

the year ended December 31, 2024, the price targets of $0.80, $1.00, $1.20, $1.40, and $1.60 were achieved , and Mr.

Bennett became eligible

to receive an additional total of 2,194,050 shares.

A total of 1,218,917 shares were issued to Mr.

Bennett, and an additional 530,665 shares were recorded as to be issued to Mr.

Bennett, and an additional 530,665

shares were recorded as to be issued to Mr.

Bennett, net of 444,468 shares withheld for taxes;

at December 31, 2024, 487,566 shares were unearned.

at December 31, 2024, 487,566 shares were

the year ended December 31, 2025, the price targets of $ 1.80 and $ 2.00 were achieved, and Mr.

Bennett became eligible to receive an additional

total of 487,566 shares.

A total of 1,018,231 shares were issued to Mr.

Bennett, net of 444,468 shares withheld for taxes;

31, 2025, there are no further shares due to Mr.

Bennett pursuant to the Predecessor CEO Stock Plan.

October 4, 2025, the Company entered into a separation agreement and general release with Mr.

Bennett, pursuant to which Mr.

resigned from his position as the Chief Executive Officer of the Company effective October 1, 2025.

During the year ended December 31,

2025, the Company charged the unamortized portion of the value of the Predecessor CEO Stock Plan in the amount of $ 115,795 to compensation

expense and additional paid-in capital

are no shares unvested under the Predecessor CEO Stock Plan at December 31, 2025.

April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May

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:

of Shares Granted - Lower of:

Shares Issued

and Outstanding

Date Multiplied by:

Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”)

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:

Number of Shares Issued

and Outstanding on

Grant Date Multiplied by:

COO Stock Plan had a fair value of $ 199,951 at inception (see “Stock Plan Valuation” section below).

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amortized over the 31.5-month life of the plan.

During the year ended December 31, 2024 and 2023, $ 76,172 and $ 47,607 of this amount

During the years ended December 31, 2025 and 2024, $ 76,172 and $ 76,172 of this amount

was charged to operations, respectively.

During the year ended December 31, 2024, the price

targets of $0.87, $1.16, and $1.45 were achieved , and Mr.

Smallwood became eligible to receive a total of 442,410 shares.

A total of 196,627

shares were issued to Mr.

Smallwood, and an additional 133,632 shares were recorded as to be issued, net of 112,151 shares withheld for

at December 31, 2024, 294,941 shares were unearned.

the year ended December 31, 2024, the price targets of $ 0.87 , $ 1.16 , and $ 1.45 were achieved, and Mr.

Smallwood became eligible to receive

a total of 442,410 shares.

During the year ended December 31, 2024, a total of 196,627 shares were issued to Mr.

Smallwood, and 245,783

shares were recorded as to be issued.

the year ended December 31, 2025, the price targets of $ 1.74 and $ 2.03 were achieved, and Mr.

Smallwood became eligible to receive an

additional 147,470 shares.

During the year ended December 31, 2025, a total of 225,811 shares were issued to Mr.

Smallwood, net of 176,669

shares withheld for taxes.

At December31, 2025, a total of 147,471 shares remain unvested under the COO Stock Plan.

There are no shares

Smallwood at December 31, 2025.

CEO Stock Plan

October 3, 2025, the Company entered into an employment agreement with Gary Schubert pursuant to which he will serve as the Company’s

Chief Executive Officer (the “CEO Employment Agreement”).

The CEO Employment Agreement provides for the grant of 1,350,000

shares of the Company (the “Successor CEO Stock Plan”) common stock, subject to a vesting schedule, no later than March 31,

These shares had not been granted as of December 31, 2025.

The CEO Employment Agreement and Successor CEO Stock Plan replaced Mr.

Schubert’s executive compensation plan that was in place during his role as the Company’s CFO (the “Prior CFO Stock

CFO Stock Plan

December 29, 2023, the Company entered into an employment agreement with Gary Schubert to become the Company’s CFO effective January

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:

of Shares Granted - Lower of:

Shares Issued

and Outstanding

Date Multiplied by:

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, 2024 and 2023, $ 95,500 and

$ 0 of this amount was charged to operations, respectively.

During the year ended December 31, 2024, the price

targets of $1.23 and $1.63 were achieved , and Mr.

Schubert became eligible to receive a total of 229,398 shares, of which 131,085 were

approved for issuance by the Company’s board of directors.

A total of 73,735 shares were issued to Mr.

Schubert, net of 57,350 shares

withheld for taxes;

at December 31, 2024, 98,313 shares were earned and issuable pending approval of the Company’s board of directors,

and 262,169 shares were unearned.

of Stock Plans

Schubert was provided with an incentive compensation plan (the “Prior CFO Stock Plan”)

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:

Number of Shares Issued

and Outstanding on

Grant Date Multiplied by:

Prior 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, 2025 and 2024, $ 95,499

and $ 95,500 of this amount was charged to operations, respectively.

the year ended December 31, 2024, the price targets of $ 1.23 and $ 1.63 were achieved, and Mr.

Schubert became eligible to receive a total

of 229,398 shares;

131,085 of these shares were approved for issuance and 98,313 were recorded as shares to be issued.

the year ended December 31, 2025, the price target of $ 2.04 was achieved, and Mr.

Schubert became eligible to receive an additional 65,542

During the year ended December 31, 2025, a total of 165,903 shares were issued to Mr.

Schubert, net of 129,037 shares withheld

At December 31, 2025, a total of 196,627 shares remain unvested under the Prior CFO Stock Plan.

There are no shares due to

Schubert at December 31, 2025.

of Executive Stock Plans

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

A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions:

718”) in accounting for the Predecessor CEO Stock Plan, the COO Stock Plan, and the Prior CFO Stock Plan (collectively, the Executive

Stock Plans).

A Monte Carlo market-based performance stock awards model was used in valuing the Executive Stock Plans, with the following

stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution.

7 unchanged sentences

were discounted at the risk–free rate.

Officer Stock Plans were not valued during the year ended December 31, 2024.

Officer Stock Plans were valued using the following variables during the year ended December 31, 2023:

103.9 %- 113.7 %

Risk-free interest rates

4.29 %- 4.45 %

Expected term (years)

Executive Stock Plans were not valued during the year ended December 31, 2025 and 2024.

the year ended December 31, 2025:

January 9, 2025, the Company issued 60,000 shares of common stock pursuant to the cashless exercise of options held by an ex-employee

to purchase 130,000 shares of common stock at a price of $ 1.25 per share and an additional 130,000 shares of common stock at a price

of $ 1.75 per share.

There was no gain or loss recorded on this transaction.

January 13, 2025, the Company issued 24,026 shares of common stock pursuant to the cashless exercise of options held by an ex-employee

to purchase 50,000 shares of common stock at a price of $ 1.00 per share.

There was no gain or loss recorded on this transaction.

the year ended December 31, 2024:

Company issued 130,000 options with an exercise price of $ 1.25 per share and a grant date fair value of $ 20,847 to an employee.

2 unchanged sentences

options vested upon issuance and will expire on June 30, 2026.

the year ended December 31, 2023:

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, 2024:

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

$ 1.00 50,000 0.99 $ 1.00 50,000 $ 1.00

$ 1.25 130,000 1.50 $ 1.25 130,000 $ 1.25

$ 1.75 130,000 1.99 $ 1.75 130,000 $ 1.750

310,000 1.41 $ 1.42 310,000 $ 1.42

involving stock options are summarized as follows:

Number of Shares

Weighted Average

Exercise Price

Options outstanding at December 31, 2023

Cancelled / Expired

( 1,590,000 )

Options outstanding at December 31, 2024

2 unchanged sentences

intrinsic value of options outstanding and exercisable at December 31, 2025 and 2024 was $ 0 and $ 111,800 , respectively.

intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period,

which was $ 1.78 and $ 0.74 as of December 31, 2024 and 2023, respectively, and the exercise price multiplied by the number of options

the year ended December 31, 2024 and 2023, the Company charged $ 32,535 and $ 0 , respectively, to operations related to recognized stock-based

Aggregate intrinsic

value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was

$ 0.43 and $ 1.78 as of December 31, 2025 and 2024, respectively, and the exercise price multiplied by the number of options outstanding.

the years ended December 31, 2025 and 2024, the Company charged $ 0 and $ 32,535 , respectively, to operations related to recognized stock-based

compensation expense for stock options.

exercise price at grant dates in relation to the market price during 2025 and 2024 are as follows:

Exercise price lower than market price

Exercise price equal to market price

Exercise price exceeded market price

$ 1.25 - 1.75

price lower than market price

price equal to market price

price exceeded market price

of December 31, 2025, and 2024, there were no non-vested options outstanding.

1 unchanged sentence

Company valued stock options using the Black-Scholes valuation model utilizing the following variables:

December 31, December 31,

Volatility 69.96 %

5 unchanged sentences

This determination was made

based upon the characteristics of our business and the information used by the CODM in order monitor the business and allocate resources.

based upon the characteristics of our business and the information used by the CODM in order to monitor the business and allocate resources.

analysis of the Company’s segments is determined by the Chief Operating Decision Maker (“CODM”).

The Company’s

CODM is a group consisting of our executive management team:

Bill Bennett, CEO;

Brady Smallwood, COO;

and Gary Schubert, CFO.

CODM uses net income to monitor budget versus actual results.

The CODM also uses revenue by category to monitor the growth of the business

in each of our target markets.

CODM is Gary Schubert, CEO.

CODM uses consolidated revenue, gross margin percentage and net income to monitor results.

The CODM also uses revenue by category to

monitor the growth of the business in each of our target markets.

following table presents our segment results:

Digital Channels

$ ( 2,521,545 )

National distribution

Local distribution

Direct to consumer

Other services

Total revenue

7 unchanged sentences

Professional fees

$ ( 109,484 )

Non-cash OpEx:

Bad debt expense

Impairment of intangible assets

Credit loss expense

Share based compensation

Depreciation & amortization of assets

Amortization of discount on notes payable

Non-recurring expenses:

Separation costs - executive officers

$ ( 932,975 )

$ ( 2,462,388 )

Depreciation & amortization

$ ( 350,487 )

$ ( 2,146,186 )

Non-Operating (Income) Expense:

6 unchanged sentences

$ ( 2,879,272 )

Net income (loss) before taxes

$ ( 3,697,833 )

Income tax expense

5 unchanged sentences

RELATED PARTY TRANSACTIONS

of prior CEO and of a board member

of Chief Executive Officer

October 3, 2025, the Company entered into the CEO Employment Agreement whereby Gary Schubert resigned from his current position of Chief

Financial Officer of the Company and was appointed as the Chief Executive Officer of the Company and a member of the Company’s

Board of Directors.

Pursuant to the Schubert Agreement, Mr.

Schubert is entitled to (i) an annual base salary of $ 400,000 , beginning

on January 1, 2026, subject to a 3 % annual increase, (ii) a stock grant of 1,350,000 shares of common stock of the Company, subject to

a vesting schedule, by March 31, 2026, and (iii) an annual cash incentive with a target (attainable upon achievement of certain performance

goals) of not less than $137,500 with a cap of the lower of (a) $400,000 and (b) 8% of the Company’s adjusted free cash flow over

the previous calendar year, beginning in calendar year 2026.

of Predecessor CEO

October 4, 2025, the Company entered into a separation agreement and general release (the “Separation Agreement”) with Bill

Bennett, pursuant to which Mr.

Bennett resigned from his position as the Chief Executive Officer and Board Member of the Company, effective

October 3, 2025.

to the Separation Agreement, the Company shall (i) pay Mr.

Bennett a severance payment in installments for a total gross amount of $ 115,501

for the period of October 4, 2025, through and including December 31, 2025, and (ii) reimburse Mr.

Bennett for his group health insurance

premiums for the period from November 1, 2025 through September 30, 2026, subject to the terms and conditions of the Separation Agreement.

Bennett has agreed to provide consultancy services to the Company as a consultant and independent contractor from January 1, 2026

until March 31, 2026 for $ 25,000 , which is to be paid in installments.

to Prior Executive Officers under Separation Agreements

the year ended December 31, 2025

1 unchanged sentence

The Company paid cash in the amount of $ 332,165 to Mr.

Company made the following payments in connection with the Bennett Separation Agreement:

The Company paid cash in the amount of $ 124,823

the year ended December 31, 2024

Company made the following payments in connection with the SK Agreements:

The Company paid cash in the amount of $ 333,333 to Mr.

Company made the following payments in connection with the Wiernasz Separation Agreement:

The Company made Cobra payments on behalf of

Weirnasz in the amount of $ 967 .

Wiernasz in the amount of $ 967 .

Company made the following payments in connection with the Tang Separation Agreement:

2 unchanged sentences

Tang in the amount of $ 14,495 .

the year ended December 31, 2023

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.

Company paid cash in the amount of $ 525,643 to Mr.

The Company also issued 400,000 shares of common stock with a fair value

of $ 168,000 .

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 .

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.

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 $ 11,380,000 which can be carried forward indefinitely subject to limitation, except $ 2,660,000 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.

provision (benefit) for income taxes for the years ended December 31, 2024 and 2023 consist of the following:

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, 2024 and 2023 to the loss before taxes as a result of the following differences:

Income (loss) before income taxes

components of income before provision for income taxes are as follows:

Years Ended December 31,

$ ( 1,984,525 )

Statutory tax rate

Total tax (benefit) at statutory rate

$ ( 1,984,525 )

components of the provision for income taxes are as follows:

Years Ended December 31,

Current income tax expense (benefit)

State and local

Total current income tax expense

Deferred income tax expense (benefit)

State and local

Total deferred income tax expense

Total income tax expense

following table shows the principal reasons for the difference between the effective income tax rate and the statutory federal income

Years Ended December 31,

federal statutory tax rate

$ ( 416,750 )

State and local income taxes, net of federal income tax effect (1)

Changes in valuation allowances

Nontaxable or nondeductible items

Stock Options

Officer Compensation Limitation

Effective income tax rate

(1) The states that contribute to the majority (greater than 50%)

of the tax effect in this category include California for 2025.

Prior to the adoption of ASU 2023-09, 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 year ended

December 31, 2024, to the loss before taxes as a result of the following differences:

Income (loss) before income taxes

Statutory tax rate, net

Total tax (benefit) at statutory rate

Permanent difference

2 unchanged sentences

Income tax expense

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.

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, 2024, and 2023 significant components of the Company’s deferred tax assets are as follows:

The effective income tax rate for 2025 was - 4.08 % and 0 % in 2024.

The decrease in the effective income tax rate was primarily due to nondeductible stock compensation expense and changes in the valuation

Significant components of deferred tax assets

and liabilities are as follows:

At December 31,

Deferred tax assets

Net operating loss carryforwards

Allowance for credit losses

Property and equipment

Stock based compensation

Intangible assets

Net deferred tax assets

Valuation allowance

Net operating loss carryforward

Lease liabilities

Disallowed interest expense

Capitalized inventory costs

Property, plant and equipment

Stock compensation

Allowance for doubtful accounts

Valuation allowances

( 5,091,498 )

( 5,066,000 )

Net deferred tax assets

Company’s tax returns for the previous three years remain open for audit by the respective tax jurisdictions.

Total deferred tax assets

Deferred tax liabilities

Property, plant and equipment

Accounting method change

Lease right-of-use assets

Total deferred tax liabilities

Net deferred tax liability

amounts of cash taxes paid are as follows:

Years Ended December 31,

Income taxes, net of amounts refunded

The company currently only operates within the

United States, and there are no undistributed earnings.

At December 31, 2025, the Company has a net operating

loss for income tax purposes of $ 21,256,747 , of which $ 5,877,191 will begin to expire in 2036 and $ 15,379,556 may be carried forward indefinitely.

At December 31, 2025, there were no material uncertain

tax positions.

In assessing the potential for realization of

deferred tax assets, consisting primarily of net operating loss, management considers whether it is more likely than not that some portion

or all of the deferred tax assets will be realized upon the generation of future taxable income during the periods in which those temporary

differences become deductible.

There is a valuation allowance of $ 5,091,498 and $ 5,066,000 as of December 31, 2025 and 2024,

respectively.

During 2025, the valuation allowance increased by $ 25,498 .

The Company files income tax returns in the U.S.

federal jurisdiction and various state jurisdictions.

and state jurisdictions have statutes of limitations that generally range from

3 to 4 years.

The Company is not currently under examination.

COMMITMENTS AND CONTINGENT LIABILITIES

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MAJOR CUSTOMERS

Company’s largest customer, U.S.

and its affiliates, accounted for approximately 43 % and 48 % of total sales in each

of the years ended December 31, 2024 and 2023, respectively.

In addition, Gate Gourmet, the leading global provider of airline catering

solutions and provisioning services for airlines, in partnership with igourmet, represented 16 % and 15 % of total sales for the year ended

December 31, 2024 and 2023, respectively.

The Company’s largest customer, U.S.

and its affiliates, accounted for approximately 36 % and 52 % of total consolidated sales in each of the years ended December 31, 2025

and 2024, respectively.

In addition, Gate Gourmet, the leading global provider of airline catering solutions and provisioning services

for airlines, in partnership with igourmet, represented 14 % and 16 % of total consolidated sales for the year ended December 31, 2025 and

2024, respectively.

Discontinued Operations:

Sams Club accounted for

approximately 12 % and 8 % of total consolidated sales in each of the years ended December 31, 2025 and 2024, respectively.

Sales to Sams

Club related entirely to the discontinued Pennsylvania distribution operations and are not expected to continue in future periods.

FAIR VALUE MEASUREMENTS

9 unchanged sentences

inputs, for which little or no market data exist, therefore requiring an entity to develop its own assumptions.

the year ended December 31, 2024, the Company recorded the fair value of the Smallwood SARs at each reporting period.

At December 31,

2023, the Company did not have financial assets or liabilities that are required to be accounted for at fair value on a recurring basis.

following summarizes the Company’s derivative financial liabilities that are recorded at fair value on a recurring basis at December

31, 2025 and 2024.

December 31, 2025

Stock Appreciation Rights

December 31, 2024

Stock Appreciation Rights

SUBSEQUENT EVENTS

January 9, 2025, the Company issued 60,000 shares of common stock pursuant to the cashless exercise of options held by an ex-employee

to purchase 130,000 shares of common stock at a price of $ 1.25 per share and an additional 130,000 shares of common stock at a price

of $ 1.75 per share.

On January 13, 2025, the Company issued 24,026 shares of common stock pursuant to the cashless exercise of

options held by an ex-employee to purchase 50,000 shares of common stock at a price of $ 1.00 per share.

On March 14, 2025, the Company the following shares of common stock

to its executive officers pursuant to executive compensation plans:

530,665 shares were issued to its CEO;

133,632 shares were issued

and 73,735 shares were issued to its CFO.

These shares were classified as shares to be issued on the Company’s balance

sheet at December 31, 2024.

of Executive Vice President

January 6, 2026, the Company entered into an employment with Argie Liarakos (the “Liarakos Agreement” whereby which Mr.

was appointed as Executive Vice President of Commercial Operations and Execution of the Company.

Pursuant to the Liarakos Agreement,

Liarakos will receive an annual base salary of $ 260,000 as well as certain performance-based incentives, including an equity grant

of 150,000 shares of common stock.

The Company, through its subsidiary Innovative

Properties, entered into an Agreement of Purchase and Sale, dated as of July 28, 2025, as amended on September 11, 2025, September 29,

2025 and November 13, 2025, with Mountaintop Holdings, pursuant to which the Company agreed to sell to Mountaintop Holdings the real property

located at 220 Oak Hill Road in Mountaintop, Pennsylvania, together with certain associated property.

The total purchase price was $ 9,225,000 ,

which includes deposits already paid and held in escrow.

The purchaser inspection and due diligence period has been completed and passed.

No gain or loss has been recorded as of the date of these financial statements.

The sale closed on March 6, 2026, at which time Innovative

Properties received gross proceeds of $ 9.225 million.

In connection with the closing, the debt associated with the property was repaid

and extinguished.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

April 28, 2025, in conjunction with its exit from providing audit services to publicly traded companies, Assurance Dimensions, LLC (“Assurance

Dimensions”) resigned from its role as the independent registered public accounting firm for the Company.

During the fiscal years

ended December 31, 2024 and December 31, 2023 and the subsequent interim period through April 28, 2025, (i) there were no disagreements

within the meaning of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Assurance Dimensions on any matter of accounting

principles or practices, financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Assurance

Dimensions’ satisfaction, would have caused Assurance Dimensions to make reference to the subject matter of any such disagreement

in connection with its reports for such years and interim period, and (ii) there were no reportable events within the meaning of Item

304(a)(1)(v) of Regulation S-K.

Assurance Dimensions’ sale of its publicly traded companies business to Stephano Slack LLC (“Stephano Slack”), on April

28, 2025, the Company engaged Stephano Slack as its successor audit firm to review the Company’s quarterly reports on Form 10-Q

for the quarterly periods ending March 31, 2025 and June 30, 2025 (the “Interim Periods”).

In connection with the change

in audit firms, the Company initiated a request for proposal (“RFP”) process to evaluate various registered public accounting

firms for its ongoing audit needs.

the completion of the RFP process, the Company dismissed Stephano Slack as its independent registered public accounting firm effective

as of September 17, 2025.

During the Interim Periods and through September 17, 2025, (i) there were no disagreements within the meaning

of Item 304(a)(1)(iv) of Regulation S-K, between the Company and Stephano Slack on any matter of accounting principles or practices,

financial statement disclosure, or auditing scope or procedure, any of which that, if not resolved to Stephano Slack’s satisfaction,

would have caused Stephano Slack to make reference to the subject matter of any such disagreement in connection with its reviews, and

(ii) there were no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K.

September 22, 2025, the Company engaged CBIZ CPAs P.C.

(“CBIZ”) as its new independent registered public accounting firm.

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 8. Financial Statements and Supplementary Data