UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ________ to ________

Commission File Number: 000-52635

CFN ENTERPRISES INC.

(Exact name of registrant as specified in its charter)

Delaware	90-1559541
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

600 E. 8TH STREET

WHITEFISH, MT 59937

(Address of principal executive offices) (Zip code)

(833) 420-2636

(Registrant’s Telephone Number, including Area Code)

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares outstanding of the registrant’s Common Stock, $0.001 par value per share, as of ~~May~~August 14, 2025 was 828,~~810~~431,~~664~~357.

When used in this quarterly report, the terms “CFN Enterprises,” “the Company,” “we,” “our,” and “us” refer to CFN Enterprises Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context indicates otherwise.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

This quarterly report on Form 10-Q contains certain forward-looking statements. Forward-looking statements may include our statements regarding our goals, beliefs, strategies, objectives, plans, including product and service developments, future financial conditions, results or projections or current expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "potential" or "continue," the negative of such terms, or other comparable terminology. For example, when we discuss our expectations for 2025, our expectations for revenue sources, costs of revenue and expenses going forward, and that we will continue to pursue strategic transactions and opportunities, we are using forward-looking statements. These statements are subject to known and unknown risks, uncertainties, assumptions and other factors that may cause actual results to be materially different from those contemplated by the forward-looking statements. These factors include, but are not limited to, our ability to implement our strategic initiatives, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward-looking statements that may be made herein. The business and operations of CFN Enterprises Inc. are subject to substantial risks, which increase the uncertainty inherent in the forward-looking statements contained in this report. Except as required by law, we undertake no obligation to release publicly the result of any revision to these forward-looking statements that may be made to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Further information on potential factors that could affect our business is described under “Item 1A. Risk Factors” contained in our annual report on Form 10-K as filed with the Securities and Exchange Commission, or the SEC, on April 15, 2025. Readers are also urged to carefully review and consider the various disclosures we have made in this report and in our annual report on Form 10-K.

CFN ENTERPRISES INC.

INDEX

	Page
PART I - FINANCIAL INFORMATION:	1
Item 1. Financial Statements and accompanying Notes to the Financial Statements (Unaudited)	1
Item 2. Management’s Discussion and Analysis of Financial Position and Results of Operations	15
Item 4. Controls and Procedures	1921
PART II - OTHER INFORMATION:	2021
Item 6. Exhibits	20
Item 5. Other Information	21
SIGNATURES	20
Item 6. Exhibits	21
SIGNATURES	22

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

CFN ENTERPRISES INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

		March 31,	December 31,
				June 30,	December 31,
		~~2025~~	~~2024~~	2025	2024
		~~(Unaudited)~~		(Unaudited)
ASSETS
Current assets:
~~Cash~~		~~$304,428~~Cash	~~$373,834~~	$1,795,524	$373,834
~~Accounts receivable, net~~		1Accounts receivable,~~720,740~~ net	~~1,525,937~~	1,352,635	1,525,937
Inventory		2,193,441	3,376,189
		Inventories, net		991,346	3,376,189
~~Total current assets~~		~~4,218,609~~	~~5,275,960~~Total current assets	4,139,505	5,275,960
Property and equipment, net		~~210,199~~	~~174,410~~	248,721	174,410
Right of use asset		~~2,637,647~~	~~2,915,688~~	2,353,382	2,915,688
Deposits		~~297,269~~	~~297,269~~	297,269	297,269
Other assets		~~10,999~~	~~8,810~~	25,999	8,810
~~Total assets~~		~~$7,374,723~~	~~$8,672,137~~Total assets	$7,064,876	$8,672,137
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
~~Accounts payable~~		~~$8,691,475~~Accounts payable	~~$7,501,799~~	$10,909,392	$7,501,799
~~Accrued liabilities~~		~~7,054,513~~Accrued liabilities	~~6,594,724~~	6,983,212	6,594,724
~~Due to related party~~		~~501,140~~Due to related party	~~501,140~~	501,140	501,140
~~Deferred revenue~~		~~25,000~~Deferred revenue	~~115,000~~	112,500	115,000
~~Current portion of notes payable~~		~~7,483,431~~Current portion of notes payable	~~7,510,624~~	7,455,431	7,510,624
~~Due to seller~~		~~1,000,000~~Due to seller	~~1,000,000~~	1,000,000	1,000,000
~~Contingent consideration~~		~~208,000~~Contingent consideration	~~208,000~~	208,000	208,000
~~Current portion of right of use liability~~		~~1,098,791~~Current portion of right of use liability	~~1,085,118~~	1,110,466	1,085,118
~~Total current liabilities~~		~~26,062,350~~	~~24,516,405~~Total current liabilities	28,280,141	24,516,405
Right of use liability		~~1,586,513~~	~~1,866,262~~	1,294,924	1,866,262
Long-term note payable, net of current portion and discounts		~~119,671~~	~~119,671~~	117,478	119,671
~~Total liabilities~~		~~27,768,534~~	~~26,502,338~~Total liabilities	29,692,543	26,502,338
Commitments and contingencies
Stockholders' deficit:
Series A preferred stock, $0.001 par value, 500 shares authorized, 500 shares issued and outstanding as of both March 31, 2025 and December 31, 2024		1	1
	Series A preferred stock, $0.001 par value, 500 shares authorized, 500 shares issued and outstanding as of both June 30, 2025 and December 31, 2024			1	1
Series B preferred stock, $0.001 par value, 3,000 shares authorized, 3,000 shares issued and outstanding as of both March 31, 2025 and December 31, 2024		3	3
	Series B preferred stock, $0.001 par value, 3,000 shares authorized, 3,000 shares issued and outstanding as of both June 30, 2025 and December 31, 2024			3	3
Common stock, $0.001 par value, 500,000,000 shares authorized, 82,210,664 shares issued and outstanding as of both March 31, 2025 and December 31, 2024		82,210	82,210
	Common stock, $0.001 par value, 500,000,000 shares authorized, 8,281,066 and 8,221,066 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively			8,281	8,221
~~Additional paid-in capital~~	Additional paid-in capital	~~61,039,808~~	~~61,039,808~~	61,233,737	61,113,797
~~Accumulated deficit~~	Accumulated deficit	~~(81,515,833)~~	~~(78,952,223)~~	(83,869,689)	(78,952,223)
~~Total stockholders' deficit~~		~~(20,393,811)~~	~~(17,830,201)~~Total stockholders' deficit	(22,627,667)	(17,830,201)
~~Total liabilities and stockholders' deficit~~		~~$7,374,723~~	~~$8,672,137~~Total liabilities and stockholders' deficit	$7,064,876	$8,672,137

See accompanying notes to the unaudited condensed consolidated financial statements

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

		Three Months Ended March 31,
				Three Months Ended		Six Months Ended
		2025	2024
				June 30,		June 30,
Net revenues		$5,894,904	$3,844,592
				2025	2024	2025	2024
Cost of revenue		6,293,044	2,151,835
Net revenues				$18,682,199	$5,893,962	$24,577,103	$9,738,554
Gross income (loss)		(398,140)	1,692,757
Cost of revenue				17,907,778	4,878,001	24,200,822	7,029,836
Operating expenses:
		Gross profit		774,421	1,015,961	376,281	2,708,718
Selling, general and administrative		2,080,197	1,619,794
Operating expenses:
Total operating expenses		2,080,197	1,619,794
	Selling, general and administrative			2,959,971	1,546,949	5,040,168	3,166,743
Income (loss) from operations		(2,478,337)	72,963
		Total operating expenses		2,959,971	1,546,949	5,040,168	3,166,743
Other income (expense):
Loss from operations				(2,185,550)	(530,988)	(4,663,887)	(458,025)
Interest expense		(54,248)	(720,611)
Other income (expense):
Other income		28,975	-
	Interest expense			(54,248)	(720,424)	(108,496)	(1,441,035)
Interest income		-	77
	Other income			5,942	-	34,917	-
Total other income (expense), net		(25,273)	(720,534)
	Interest income			-	74	-	151
Provision for income taxes		-	-
	Loss on conversion of accrued interest			(60,000)	-	(60,000)	-
Net loss		$(2,503,610)	$(647,571)
		Total other expense, net		(108,306)	(720,350)	(133,579)	(1,440,884)
Preferred stock interest		60,000	60,000
Provision for income taxes				-	-	-	-
Net loss available to common shareholders		$(2,563,610)	$(707,571)
Net loss				$(2,293,856)	$(1,251,338)	$(4,797,466)	$(1,898,909)
Net loss per common share - basic and diluted		$(0.03)	$(0.01)
Preferred stock interest				60,000	60,000	120,000	120,000
Weighted average common shares outstanding - basic and diluted		82,210,664	82,210,664
Net loss available to common shareholders				$(2,353,856)	$(1,311,338)	$(4,917,466)	$(2,018,909)
Net loss per common share - basic and diluted				$(0.28)	$(0.16)	$(0.60)	$(0.25)
Weighted average common shares outstanding - basic and diluted				8,273,813	8,221,066	8,247,585	8,221,066

See accompanying notes to the unaudited condensed consolidated financial statements

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

	Series A		Series B				Additional		Total
	Preferred Stock		Preferred Stock		Common Stock		Paid-in	Accumulated	Stockholders'
	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit	Deficit
Balance at December 31, 2023	500	$1	3,000	$3	828,~~210~~221,~~664~~066	$828,~~210~~221	$60,~~909~~983,~~641~~630	$(74,422,861)	$(13,431,006)
Contributed capital	-	-	-	-	-	-	71,000	-	71,000
Preferred stock interest	-	-	-	-	-	-	-	(60,000)	(60,000)
Net loss	-	-	-	-	-	-	-	(647,571)	(647,571)
Balances at March 31, 2024	500	1	3,000	3	828,~~210~~221,~~664~~066	828,~~210~~221	6061,~~980~~054,~~641~~630	(75,130,432)	(14,067,577)
Balance at December 31, 2024	500	1	3,000	3	82,210,664	82,210	61,039,808	(78,952,223)	(17,830,201)
Contributed capital	-	-	-	-	-	-	59,167	-	59,167
Preferred stock interest	-	-	-	-	-	-	-	(60,000)	(60,000)
Net loss	-	-	-	-	-	-	-	(1,251,338)	(1,251,338)
Balances at June 30, 2024	500	$1	3,000	$3	8,221,066	$8,221	$61,113,797	$(76,441,770)	$(15,319,748)
Balance at December 31, 2024	500	$1	3,000	$3	8,221,066	$8,221	$61,113,797	$(78,952,223)	$(17,830,201)
Preferred stock interest	-	-	-	-	-	-	-	(60,000)	(60,000)
Net loss	-	-	-	-	-	-	-	(2,503,610)	(2,503,610)
Balances at March 31, 2025	500	$1	3,000	$3	828,~~210~~221,~~664~~066	~~$82~~8,~~210~~221	$61,~~039~~113,~~808~~797	$(81,515,833)	$(20,393,811)
Conversion of accrued interest into shares	-	-	-	-	60,000	60	119,940	-	120,000
Preferred stock interest	-	-	-	-	-	-	-	(60,000)	(60,000)
Net loss	-	-	-	-	-	-	-	(2,293,856)	(2,293,856)
Balances at June 30, 2025	500	$1	3,000	$3	8,281,066	$8,281	$61,233,737	$(83,869,689)	$(22,627,667)

See accompanying notes to the unaudited condensed consolidated financial statements

CFN ENTERPRISES INC.

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

		Three Months Ended March 31,
					Six Months Ended
		2025		2024
					June 30,
Cash flows from operating activities:
					2025	2024
Net loss		$(2,503,610)		$(647,571)
Cash flows from operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss					$(4,797,466)	$(1,898,909)
Depreciation and amortization		12,374		8,432
Adjustments to reconcile net loss to net cash provided by operating activities:
Amortization of right of use asset		278,041		147,010
		Depreciation and amortization			27,434	17,910
Bad debt expense		-		232,487
		Amortization of right of use asset			562,306	298,469
Amortization of debt discount		-		162,372
		Bad debt expense			1,290,240	432,487
Changes in operating assets and liabilities:
		Amortization of debt discount			-	324,744
Accounts receivable, net		(194,803)		(1,029,896)
		Inventory reserve expense			986,164	-
Inventory		196,584		118,724
		Loss on conversion of accrued interest			60,000	-
Other assets		(2,189)		-
	Changes in operating assets and liabilities:
Accounts payable and accrued expenses		1,589,465		1,880,379
			Accounts receivable, net		(1,116,938)	(1,190,871)
Deferred revenue		(90,000)		(477,006)
			Inventories, net		1,398,679	(68,476)
Right of use liability, net		(266,076)		(191,402)
			Other assets		(17,189)	100
Net cash provided by operating activities		5,950		203,529
			Accounts payable and accrued expenses		3,736,081	3,003,152
Cash flows from investing activities:
			Deferred revenue		(2,500)	(249,087)
Purchase of property and equipment, net		(48,163)		(6,709)
			Right of use liability, net		(545,990)	(390,729)
Net cash used in investing activities		(48,163)		(6,709)
		Net cash provided by operating activities			1,580,821	278,790
Cash flows from financing activities:
Cash flows from investing activities:
Repayments of notes		(27,193)		(193,443)
Purchase of property and equipment, net					(101,745)	(25,979)
Contributed capital		-		71,000
		Net cash used in investing activities			(101,745)	(25,979)
Net cash used in financing activities		(27,193)		(122,443)
Cash flows from financing activities:
Net change in cash and cash equivalents		(69,406)		74,377
Repayments of notes					(57,386)	(236,155)
Cash and restricted cash at beginning of period		373,834		99,192
Contributed capital					-	130,167
Cash and restricted cash at end of period		$304,428		$173,569
	Net cash used in financing activities				(57,386)	(105,988)
Reconciliation of cash and restricted cash:
Net change in cash and cash equivalents					1,421,690	146,823
Cash at beginning of period		$373,834		$78,744
Cash and restricted cash at beginning of period					373,834	99,192
Restricted cash at beginning of period		-		20,448
Cash and restricted cash at end of period					$1,795,524	$246,015
Cash and restricted cash at beginning of period		$373,834		$99,192
Reconciliation of cash and restricted cash:
Cash at end of period		$304,428		$153,044
	Cash at beginning of period				$373,834	$78,744
Restricted cash at end of period		-		20,525
	Restricted cash at beginning of period				-	20,448
Cash and restricted cash at end of period		$304,428		$173,569
	Cash and restricted cash at beginning of period				$373,834	$99,192
Supplemental disclosure of cash flow information:
	Cash at end of period				$1,795,524	$225,415
Cash paid for income taxes		$-		$-
	Restricted cash at end of period				-	20,600
Cash paid for interest		$101,500		$115,000
	Cash and restricted cash at end of period				$1,795,524	$246,015
Supplemental disclosure of non-cash investing and financing activities:
Supplemental disclosure of cash flow information:
Accrual of preferred stock interest		$60,000		$60,000
Cash paid for income taxes					$-	$-
Cash paid for interest					$297,500	$192,500
Supplemental disclosure of non-cash investing and financing activities:
Accrual of preferred stock interest					$120,000	$120,000
Modification fee and conversion of accrued interest into shares					$60,000	$-

See accompanying notes to the unaudited condensed consolidated financial statements

CFN ENTERPRISES INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1: ORGANIZATION AND BASIS OF PRESENTATION

Organization

CFN Enterprises Inc., formerly known as Accelerize Inc., or the Company, is a Delaware corporation incorporated on November 22, 2005. Effective October 22, 2019, the Company filed a certificate of amendment to its certificate of incorporation with the Secretary of State of the State of Delaware to change its corporate name to CFN Enterprises Inc.

On May 15, 2019, the Company entered into an asset purchase agreement or the Emerging Growth Agreement with Emerging Growth, LLC, or Emerging Growth, pursuant to which the Company acquired certain assets from Emerging Growth related to its sponsored content and marketing business for a purchase price consideration consisting of $420,000 in cash, 303,000,000 shares of the Company’s common stock, and 3,000 shares of Series B preferred stock with a total stated value of $3,000,000 which bears interest at 6% per annum and is convertible into the Company’s common stock at a conversion price to be mutually agreed in the future, without voting rights or a liquidation preference except with respect to default interest. The securities were issued pursuant to an exemption under Section 4(a)(2) of the Securities Act of 1933, as amended. The closing of the purchase of the assets pursuant to the Emerging Growth Agreement occurred on June 20, 2019.

On July 1, 2023, the Company and its wholly owned subsidiary, Ranco LLC, a Delaware limited liability company, or Ranco, entered into an asset purchase agreement, or the ~~Asset Purchase Agreement (“~~Ranco Agreement”), with RAN CoPacking Solutions LLC, a California limited liability company, or the Seller and the members of the Seller (collectively, the Founders). The assets of the Seller acquired by Ranco consist of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market, or the Purchased Assets.

Also on July 1, 2023, Ranco entered into the Packwoods Private Label Services and Intellectual Property Licensing Agreement, or the Licensing Agreement, with PW Industries LLC, a Wyoming limited liability company, or PW, RS Distributions LLC, a Delaware limited liability company, or RS, and Packaging Innovations LLC, a Wyoming limited liability company, or PI, and together with PW and RS, the Licensors, for the exclusive manufacturing, packaging and distribution of, and wholesale and retail sales of a variety hemp-based inhalable (pre-roll and vaporizer), edible products, and disposable nicotine-~~based~~related inhalable vaporizer products, and the purchase of packaging materials to be used with Packwoods-branded cannabis products (containing more than 0.3% delta-9 THC by weight) and the distribution of those packaging materials to licensed cannabis manufacturers designated by PW, using the Licensor’s licensed property for a 5 year exclusive term, subject to certain exclusions.

The Company’s current operations consist of the sponsored content and marketing business, or the CFN Business, from the assets acquired pursuant to the Emerging Growth Agreement, and the business of Ranco, or the Ranco Business.

Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis which implies the Company will continue to meet its obligations for the next 12 months as of the date these financial statements are issued.

The Company had a working capital deficit of $2124,~~843~~140,~~741~~636 and an accumulated deficit of $8183,~~515~~869,~~833~~689 as of ~~March~~June 3130, 2025. The Company also had a net loss of $24,~~503~~797,~~610~~466 for the ~~three~~six months ended ~~March~~June 3130, 2025.

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the CFN Business, growing the Ranco Business managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness cannabidiol, or CBD, products.5

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing the CFN Business, growing the Ranco Business, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness cannabidiol, or CBD, products.

These matters, among others, raise substantial doubt about the ability of the Company to continue as a going concern. These financial statements do not include any adjustments to the amounts and classification of assets and liabilities that may be necessary should the Company be unable to continue as a going concern.

Basis of Presentation and Consolidation

The accompanying consolidated financial statements include the results of operations of the Company and its subsidiaries CNP Operating, LLC, a Colorado limited liability company, CNP of Wyoming, LLC, a Colorado limited liability company, and Ranco, LLC, a Delaware limited liability company. All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

5These unaudited condensed consolidated financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023, which are included in the Company’s December 31, 2024 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2025. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the period ended June 30, 2025 are not necessarily indicative of results for the entire year ending December 31, 2025.

a Delaware limited liability company. All intercompany accounts and transactions between the Company and its subsidiaries have been eliminated in consolidation.

These unaudited condensed financial statements reflect all adjustments including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the financial position, results of operations, and cash flows for the periods presented in accordance with accounting principles generally accepted in the United States of America, or GAAP. These unaudited condensed consolidated financial statements and notes included herein should be read in conjunction with the Company’s consolidated financial statements and notes thereto for the years ended December 31, 2024 and 2023, which are included in the Company’s December 31, 2024 Annual Report on Form 10-K filed with the United States Securities and Exchange Commission on April 15, 2025. The Company assumes that the users of the interim financial information herein have read, or have access to, the audited consolidated financial statements for the preceding period, and that the adequacy of additional disclosure needed for a fair presentation of these may be determined in that context. The results of operations for the period ended March 31, 2025 are not necessarily indicative of results for the entire year ending December 31, 2025.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Stock split

On July 11, 2025, the Company effected a 1-for-10 reverse stock split of its common stock. No fractional shares were issued, and any fractional shares were rounded up to the nearest whole share. The reverse stock split did not affect the number of authorized shares or the par value of the common stock. All share and per-share amounts in these financial statements have been retroactively adjusted to reflect the reverse stock split for all periods presented.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reporting amounts of revenues and expenses during the reported period. Actual results will differ from those estimates. Included in these estimates are assumptions about collection of accounts receivable, useful life of fixed assets and intangible assets, borrowing rate considered for operating lease right-of-use asset and related operating lease liability, and assumptions used in Black-Scholes valuation methods, such as expected volatility, risk-free interest rate, and expected dividend rate.

Segment Reporting

The Company operates under ~~one~~three reporting ~~segment~~segments.

Cash and Cash Equivalents

The Company considers all highly liquid temporary cash investments with an original maturity of three months or less when purchased, to be cash equivalents. The Company has restricted cash as a result of its corporate card program through its bank, which requires collateral placed in a money market account. At ~~March~~June 3130, 2025, the Company had a restricted cash balance of $0 included as a component of total cash and restricted cash as presented on the accompanying unaudited condensed consolidated statement of cash flows.

Accounts Receivable

The Company’s account receivables for the CFN Business are due from customers relating to contracts to provide investor relation services for the CFN Business. For the Ranco Business, accounts receivables are due from customers for products sold and manufacturing, packing and labeling services provided. Collateral is currently not required. The Company also maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make payments. The Company periodically reviews these estimated allowances, including an analysis of the customers’ payment history and creditworthiness, the age of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of March 31, 2025 and December 31, 2024 amounted to $1,964,327 and $1,964,327, respectively.

of the trade receivable balances and current economic conditions that may affect a customer’s ability to make payments as well as historical collection trends for its customers as a whole. Based on this review, the Company specifically reserves for those accounts deemed uncollectible or likely to become uncollectible. When receivables are determined to be uncollectible, principal amounts of such receivables outstanding are deducted from the allowance. The allowance for doubtful accounts as of June 30, 2025 and December 31, 2024 amounted to $3,234,568 and $1,964,327, respectively.

Inventory

The Company’s inventory consists of finished goods acquired for its Ranco business. As of ~~March~~June 3130, 2025, all inventory consisted of disposable nicotine-~~based~~related inhalable vaporizer products, as well as related bulk raw material, purchased from overseas. The inventory is valued at the lower of cost (specific identification) or estimated net realizable value. As of ~~March~~June 3130, 2025, the Company valued the inventory at $2991,~~193~~346. During the six months ended June 30,~~441~~ 2025, the Company had $986,164 in inventory reserve expense, which was included in cost of revenue, to record inventory at its lower of cost or estimated net realizable value.

Concentration of Credit Risks

The Company is subject to concentrations of credit risk primarily from cash and cash equivalents and accounts receivable.

The Company’s cash and restricted cash accounts are held at a financial institution and are insured by the Federal Deposit Insurance Corporation, or the FDIC, up to $250,000. From time-to-time, the Company’s bank balances exceed the FDIC insurance limit. To reduce its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

its risk associated with the failure of such financial institutions, the Company periodically evaluates the credit quality of the financial institution in which it holds deposits.

Concentrations

The Company had ~~one~~two ~~customer~~customers which accounted for 6263% of accounts receivable as of ~~March~~June 3130, 2025. During the three and six months ended ~~March~~June 3130, 2025, one customer accounted for 3766% and 52% of the Company’s revenues, respectively. The Company may be negatively affected by the loss of one of these customers.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification, or ASC, 606, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve this core principle, five basic criteria must be met before revenue can be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when or as the Company satisfies a performance obligation.

The Company accounts for revenues when both parties to the contract have approved the contract, the rights and obligations of the parties are identified, payment terms are identified, and collectability of consideration is probable. Payment terms vary by client and the services offered.

CFN Business

Subsequent to the closing of the Emerging Growth Agreement on June 20, 2019, the Company’s revenue is generated from the sale of promotional service packages to its customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. The services provided by the Company include advertising, publishing of interviews and articles across its network and featuring of client content on its newsletters and social media. The packages all have fixed prices that are billed monthly over the terms of the agreement in even amounts. The Company recognizes revenue for its performance obligation associated with its contracts with customers over time as work is performed, which is deemed to occur evenly throughout the duration of the contract. This also reflects the pattern in which costs are incurred on performing the contracts. To the extent revenue recognized on contracts at each period end exceeds collections, the amounts are reflected as accounts receivable. To the extent collections on contracts at each period end exceeds revenue recognized, the amounts are reflected as deferred revenue.

Ranco Business

The Company performs services including white label manufacturing and co-packing for customers. Customers will drop off their product and the Company will perform the services via their employees and contractors. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

The Company will order products that are manufactured overseas, such as custom boxes, packaging and hardware. These products are generally shipped from overseas to the customer. When these products are shipped out from the manufacturer, the Company has satisfied its performance obligations. In 2025, the Company began ordering nicotine-related bulk raw materials from a related party (see Note 8). When the Company transfers control via delivery to the customer, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

Lastly, the Company provides certain shipping and third party logistics services for customers. Once the products have arrived from overseas to the Company’s warehouse, the Company has satisfied its performance obligations which was the underlying shipping and logistics services. Revenue is recognized at this point in time.

Disaggregation of Revenue

The following is a disaggregation of revenue for the three months and six months ended ~~March~~June 3130, 2025 and 2024 respectively:

	Three Months Ended		Six Months Ended
	March 31,
	June 30,		June 30,
	2025	2024	2025	2024
Services (CFN and Ranco services)	$1472,~~524,685~~602	$2933,~~155,903~~744	$1,997,287	$3,089,647
Products	215,~~291~~036,~~096~~227	14,~~501~~548,~~603~~621	17,327,323	6,050,224
Shipping and logistics	23,~~079~~173,~~123~~370	~~187~~411,~~086~~597	5,252,493	598,683
	$5,894,904	$3,844,592
	$18,682,199	$5,893,962	$24,577,103	$9,738,554

Contract Liabilities

In some instances, customers provide payment before the Company has satisfied its performance obligations. These amounts are recorded to deferred revenue. As of ~~March~~June 3130, 2025 and December 31, 2024, the Company had $25112,~~000~~500 and $115,000, respectively in deferred revenue.

Cost of Revenue

Cost of revenue includes direct labor and materials. Cost of revenues also includes inbound and outbound shipping, freight and delivery costs. During the six months ended June 30, 2025, the Company had $986,164 in inventory reserve expense, which was included in cost of revenue, to record inventory at its lower of cost or estimated net realizable value.

Shipping and Handling Fees and Costs

Amounts billed to customers for shipping and handling fees are presented in revenue. Costs incurred for shipping and handling are included in cost of revenue.

Fair Value of Financial Instruments

The Company accounts for assets and liabilities measured at fair value on a recurring basis in accordance with ASC Topic 820, Fair Value Measurements and Disclosures, or ASC 820. ASC 820 establishes a common definition for fair value to be applied to existing generally accepted accounting principles that require the use of fair value measurements, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.

ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below:

Level 1:	Observable inputs such as quoted market prices in active markets for identical assets or liabilities.

Level 2:	Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3:	Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions.

The carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued expenses, deferred revenue and due to related party approximate their fair value due to the short-term maturity of these items. The Company’s notes payable approximate their fair value due to the market rate of interest on the notes.

The Company’s contingent consideration recorded in connection with the Ranco acquisition (see Note 3) is a Level 3 liability. The liability is valued using a probability weighted analysis of the respective earn out provisions.

Business Combinations

The Company accounts for acquisitions in which it obtains control of one or more businesses as a business combination. The purchase price of the acquired businesses is allocated to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the acquisition date. The excess of the purchase price over those fair values is recognized as goodwill. During the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments, in the period in which they are determined, to the assets acquired and liabilities assumed with the corresponding offset to goodwill. If the assets acquired are not a business, the Company accounts for the transaction or other event as an asset acquisition. Under both methods, the Company recognizes the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity. In addition, for transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase.

Goodwill represents the excess of the purchase price of an acquired entity over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination.

Impairment

Long-Lived Assets

In accordance with ASC 360-10, the Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that their net book value may not be recoverable. When such factors and circumstances exist, the Company compares the projected undiscounted future cash flows associated with the related asset or group of assets over their estimated useful lives against their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

their respective carrying amount. Impairment, if any, is based on the excess of the carrying amount over the fair value, based on market value when available, or discounted expected cash flows, of those assets and is recorded in the period in which the determination is made.

Contingent Consideration

The Company records a contingent consideration liability relating to earn the Company’s shares included in its acquisition agreements. The estimated fair value of the contingent consideration is recorded using significant unobservable measures and other fair value inputs and is therefore classified as a Level 3 financial instrument.

The Company estimates and records the acquisition date fair value of contingent consideration as part of purchase price consideration for acquisitions. Additionally, each reporting period, the Company estimates changes in the fair value of contingent consideration and recognizes any change in fair in the consolidated statement of operations. The estimate of the fair value of contingent consideration requires very subjective assumptions to be made of future operating results, discount rates and probabilities assigned to various potential operating result scenarios. Future revisions to these assumptions could materially change the estimate of the fair value of contingent consideration and, therefore, materially affect the Company’s future financial results. The contingent consideration liability is to be settled with the issuance of shares of common stock once contingent provisions set forth in respective acquisition agreements have been achieved. Upon achievement of contingent provisions, respective liabilities are relieved and offset by increases to common stock and additional paid-in capital in the stockholders’ equity section of the Company’s consolidated balance sheets.

Ranco Earnout

The Ranco Agreement contains an earn out provision providing for the issuance of (i) 8800,000 ~~million~~ shares of Company common stock to be issued upon Ranco achieving $19 million in gross revenue attributable to the Purchased Assets and a net profit of $3.9 million within the twelve month period beginning three months from the closing of the Acquisition, or the First Earnout Period, and (ii) ~~8 million~~ 800,000 shares of Company common stock to be issued upon Ranco achieving $29 million in gross revenue attributable to the Purchased Assets and a net profit of $5.9 million within the twelve month period beginning on the day immediately following the end of the First Earnout Period. The conditions for the First Earnout Period were not met and no such shares were issued.

The Company utilized a probability weighted scenario based on the earnout provisions above and determined the fair value of the contingent consideration was $208,000, which is a Level 3 financial instrument. There was no change to the fair value for the contingent consideration as of ~~March~~June 3130, 2025.

Advertising

The Company expenses advertising costs as incurred. Advertising expenses for the three months ended ~~March~~June 3130, 2025 and 2024 amounted to $8050,~~292~~097 and $1965,~~326~~383, respectively. Advertising expenses for the six months ended June 30, 2025 and 2024 amounted to $130,389 and $84,709, respectively.

Property and Equipment

Property and equipment are recorded at cost and are depreciated on a straight-line basis over their estimated useful lives of five years. Maintenance and repairs are charged to expense as incurred. Significant renewals and betterments are capitalized.

Basic and Diluted Earnings Per Share

Basic earnings per share are calculated by dividing income available to stockholders by the weighted-average number of common shares outstanding during each period. Diluted earnings per share are computed using the weighted average number of common and dilutive common share equivalents outstanding during the period. Dilutive common share equivalents consist of shares issuable upon the exercise of stock options and warrants (calculated using the modified-treasury stock method). As of ~~March~~June 3130, 2025, the Company had no outstanding stock options, 111,~~988~~198,~~500~~850 outstanding warrants and 3,500 shares of preferred stock which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive. As of ~~March~~June 3130, 2024, the Company had no outstanding stock options, ~~988~~ 1,~~500~~ 198,850 outstanding warrants and 3,500 shares of preferred stock which were excluded from the calculation of diluted earnings per share because their effects were anti-dilutive.. As a result, the basic and diluted earnings per share are the same for each of the periods presented.

Share-Based Payments

The Company accounts for stock-based compensation in accordance with ASC Topic 718, Compensation-Stock Compensation, or ASC 718. Under the fair value recognition provisions of this topic, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as an expense on a straight-line basis over the requisite service period, which is the vesting period.

The Company has elected to use the Black-Scholes option-pricing model to estimate the fair value of its options, which incorporates various subjective assumptions including volatility, risk-free interest rate, expected life, and dividend yield to calculate the fair value of stock option awards. Compensation expense recognized in the statements of operations is based on awards ultimately expected to vest and reflects estimated forfeitures. ASC 718 requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Leases

The Company adopted Accounting Standards Update No. 2016-02, Leases (“Topic 842”) using the modified retrospective method. This accounting standard requires a lessee to recognize an asset and liability for most leases on its balance sheet.

Under Topic 842, the Company determines if an arrangement is a lease at inception. Right-of-use (“ROU”) assets and lease liabilities are recognized at commencement date based on the present value of remaining lease payments over the lease term. For this purpose, the Company considers only payments that are fixed and determinable at the time of commencement and leases with an initial term of 12 months or less are not included in lease liabilities or ROU asset. As most leases do not provide an implicit rate, a rate which approximates the Company’s incremental borrowing rate is used, based on the information available at commencement date, in determining the present value of lease payments. The ROU asset also includes any lease payments made prior to commencement and is recorded net of any lease incentives received. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. Lease agreements may contain variable costs such as common area maintenance, insurance, real estate taxes or other costs. Variable lease costs are expensed as incurred. Lease agreements generally do not contain residual value guarantees or restrictive covenants. Over the lease term, the Company uses the effective interest rate method to account for the lease liability as lease payments are made and the ROU asset is amortized in a manner that results in straight-line expense recognition.

NOTE 3: ~~BUSINESS~~DUE ~~COMBINATIONS~~TO SELLER

RAN CoPacking Solutions LLC

The Company evaluated the ~~Asset~~Ranco ~~Purchase~~ Agreement pursuant to ASC 805 and ASU 2017-01, Topic 805, Business Combinations. The Company first determined that the Seller met the definition of a business as it includes inputs and a substantive process that together significantly contribute to the ability to create outputs. The Seller’s results of operations are included in the Company’s consolidated financial statements from the date of acquisition. The acquisition method of accounting requires, among other things, that the assets acquired and liabilities assumed in a business combination be measured at their estimated respective fair values as of the closing date of the acquisition. Goodwill recognized in connection with this transaction represents primarily the potential economic benefits that the Company believes may arise from the acquisition.

Total fair value of the purchase price consideration as of July 1, 2023 was determined as follows:

Cash (due to seller)	$	1,000,000
Common stock		8,000,000
Contingent consideration		208,000
Purchase price consideration	$	9,208,000

On July 1, 2023, the Company issued 40,000,000 shares of common stock pursuant to the Asset Purchase Agreement for a fair value of $8,000,000, or $0.20 per share.

Pursuant to the Asset Purchase Agreement, the Company owes the Seller $1,000,000 in cash consideration. The amount was recorded as a due to seller liability on the consolidated balance sheet. As of March 31, 2025, no payments were made.

In accordance with the Earn Out provisions per the Asset Purchase Agreement, the Company determined an initial fair value of $208,000 based on the fair value of the shares at the acquisition date and probabilities of the respective Earn Out terms. There was no change in fair value of the contingent consideration at March 31, 2025.

Total fair value of the purchase price consideration as of July 1, 2023 was determined as follows:

Cash (due to seller)		$1,000,000
Common stock		8,000,000
Contingent consideration		208,000
Purchase price consideration		$9,208,000

On July 1, 2023, the Company issued 4,000,000 shares of common stock pursuant to the Ranco Agreement for a fair value of $8,000,000, or $2.00 per share.

Pursuant to the Ranco Agreement, the Company owes the Seller $1,000,000 in cash consideration. The amount was recorded as a due to seller liability on the consolidated balance sheet. As of June 30, 2025, no payments were made.

In accordance with the Earn Out provisions per the Ranco Agreement, the Company determined an initial fair value of $208,000 based on the fair value of the shares at the acquisition date and probabilities of the respective Earn Out terms. There was no change in fair value of the contingent consideration at June 30, 2025.

NOTE 4: PROPERTY AND EQUIPMENT

The Company’s property and equipment relating to continuing operations consisted of the following:

	March 31,	December 31,
	June 30,	December 31,
	2025	2024
Machinery & equipment	$~~142~~196,~~935~~518	$94,830
Furniture and equipment and leasehold improvements	14,773	14,773
Tradeshow booth	174,466	174,409
	332,174	284,012
	385,757	284,012
Less: Accumulated depreciation	(~~121~~137,~~975~~036)	(109,602)
	$210,199	$174,410
	$248,721	$174,410

Depreciation expense for the three months ended ~~March~~June 3130, 2025 and 2024 amounted to $1215,~~374~~060 and $89,~~432~~478, respectively. Depreciation expense for the six months ended June 30, 2025 and 2024 amounted to $27,434 and $17,910, respectively.

NOTE 5: NOTES PAYABLE

On September 10, 2019, the Company entered into a promissory note payable whereby the Company borrowed $500,000 bearing interest at 8% per annum. Interest on the note is payable quarterly on the first business day of December, March, June and September commencing December 1, 2019. In ~~May 2021, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note from September 30,~~ 2022 ~~to September 30~~, ~~2024. In connection with~~ the ~~extension, the Company issued 160,000 shares of its common stock to the noteholder in lieu of $40,000 of interest accrued and accruing on the promissory note through December 31, 2022. In 2022, the~~ maturity date was extended to 2024. In April 2025, the Company and the holder of the promissory note reached an agreement to extend the maturity date of the note until December 31, 2027. In connection with the extension, the Company issued ~~600~~60,000 shares of its common stock to the noteholder in consideration of the extension and in lieu of $60,000 of interest accrued on the promissory note through March 31, 2025. The outstanding balance of the note was $500,000 at June 30, 2025.

InOn ~~connection~~October ~~with the promissory note on September 10~~28, 2019, the Company ~~issued warrants to purchase 33,333 shares of the Company~~’s ~~common~~subsidiary ~~stock~~CNP atOperating, anLLC ~~exercise~~entered ~~price~~into ofa ~~$1.50~~promissory ~~per~~note ~~share.~~payable ~~The~~with ~~warrants~~Complete ~~were~~Business ~~exercised~~Solutions ~~on June 30~~Group, ~~2021~~Inc ~~and~~(“CBSG”) whereby the Company ~~received~~borrowed $503,050,000. The ~~note~~outstanding ~~was~~balance ~~discounted by $17,624 allocated from the valuation~~ of the ~~warrants issued. The discount recorded on the~~ note iswas ~~being amortized as interest expense through the maturity date. As of December 31~~$2, ~~2024~~218,000 ~~the~~at ~~net~~June ~~book~~30, ~~value~~2025. ofThe ~~the promissory~~ note ~~amounted~~is tocurrently ~~$500,000,~~in ~~including~~default ~~the~~and ~~principal~~personally ~~amount~~guaranteed ofby ~~$50,000~~Anthony ~~which was fully amortized~~Zingarelli.

On ~~October~~September 2830, 2019, the Company’s subsidiary CNP Operating, LLC entered into a promissory note payable with ~~Complete~~Eagle ~~Business~~Six ~~Solutions Group~~Consultants, Inc. (“~~CBSG~~Eagle”) whereby the Company borrowed $3550,~~050,~~000 bearing interest at 16% per annum. The outstanding balance of the note was $2302,~~218,000~~489 at ~~December~~June 3130, ~~2022~~2025. ~~At December 31, 2022, the Company reversed $1,312,080 previously recorded to additional paid-in capital in 2022 to reflect the outstanding principal of $2,218,000.~~ The note is currently in default ~~and personally guaranteed by Anthony Zingarelli~~.

On ~~September~~June 3024, ~~2019~~2020, the Company’s ~~subsidiary CNP Operating, LLC~~ entered into a ~~promissory~~Loan ~~note~~Authorization ~~payable~~and Agreement with ~~Eagle~~the ~~Six~~SBA ~~Consultants,~~under ~~Inc.~~which ~~(“Eagle”) whereby~~ the Company borrowed $~~550~~150,000 ~~bearing~~and issued to the SBA a note and security agreement for the amount borrowed. Outstanding borrowings accrue interest at 16a rate of 3.75% per annum, and installment payments, including principal and interest, of $731 are due monthly and begin 12 months from the date of the loan agreement. The ~~outstanding~~ balance of any remaining principal and interest is due 30 years from the ~~note~~date ~~was~~of ~~$302,489~~the atloan ~~March~~agreement. 31As collateral for the borrowing, ~~2025~~the Company granted the SBA a security interest in substantially all assets of the Company. The outstanding balance of the note iswas ~~currently~~$124,057 inat ~~default~~June 30, 2025.

On ~~June~~May 2412, ~~2020~~2021, the Company’s ~~entered~~subsidiary ~~into~~CNP aOperating, ~~Loan~~LLC ~~Authorization~~restructured ~~and Agreement with~~ the ~~SBA~~CSBG ~~under~~note ~~which~~payable ~~the~~of ~~Company borrowed~~ $~~150~~2,957,000, ~~and issued to~~ the ~~SBA~~Eagle a#1 note ~~and~~payable ~~security~~of ~~agreement~~$550,000 ~~for~~and the ~~amount~~Eagle ~~borrowed.~~#2 ~~Outstanding~~note ~~borrowings~~payable ~~accrue interest at a rate~~ of ~~3.75% per annum~~$300,000 ~~and~~by ~~installment~~entering ~~payments,~~into ~~including~~a ~~principal~~payment and ~~interest,~~indemnification ofagreement ~~$731~~with ~~are~~the ~~due~~receivers/trustee ~~monthly~~of CBSG and ~~begin~~Eagle. 12The ~~months~~receiver ~~from~~has ~~the~~agreed ~~date~~that of the ~~loan agreement. The~~ balance of ~~any~~the ~~remaining~~outstanding ~~principal~~amounts ~~and~~will ~~interest~~be ispaid ~~due~~over ~~30 years from~~ the ~~date~~course of ~~the~~24 ~~loan~~months ~~agreement.~~in Asequal ~~collateral~~payments ~~for~~of ~~the~~$158,625. ~~borrowing~~Further, the Company ~~granted~~shall ~~the~~pay ~~SBA~~$20,000 aper ~~security~~month ~~interest~~toward inthe ~~substantially~~balance ~~all~~and ~~assets~~Anthony ~~of the Company.~~

On May 12, 2021, the Company’s subsidiary CNP Operating, LLC restructured the CSBG note payable of $2,957,000, the Eagle #1 note payable of $550,000 and the Eagle #2 note payable of $300,000 by entering into a payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The receiver has agreed that the balance of the outstanding amounts will be paid over the course of 24 months in equal payments of $158,625. Further, the Company shall pay $20,000 per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. Zingarelli is the only member of CNP Operating, LLC that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. The Company has recorded the Zingarelli payments during the period as contributions to additional paid in capital through December 31, 2021. This note is currently in default.

On November 19, 2020, the Company’s subsidiary CNP Operating, LLC purchased equipment for $58,095 which was financed at zero interest rate. The monthly payments of $968 will be made for the next 60 months and mature on November 19, 2025. Imputed interest was not material. The outstanding balance of the note was $34,892 at December 31, 2022. In 2022, CNP Operating, LLC purchased

~~equipment~~Zingarelli ~~for~~(“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $55138,~~016~~625 ~~which~~per ~~was~~month. ~~financed~~Zingarelli atis ~~zero~~the ~~interest~~only ~~rate~~member ~~with~~of CNP Operating, LLC that signed a personal guarantee on the ~~same~~loans ~~lender~~and ~~with~~Zingarelli ~~similar~~is ~~terms~~the sole member of CSIS. ~~The~~Zingarelli ~~outstanding~~and ~~balance~~CSIS ofhas agreed to indemnify and hold the ~~note~~Company ~~was~~harmless ~~$48~~from any and all losses,~~513~~ atliabilities ~~March~~and 31claims. If a loss is incurred by the Company with respect to any claims, ~~2025~~Zingarelli shall reimburse the Company for the amount of any such loss. This note is currently in default.

On ~~October~~November 19, ~~2021~~2020, the Company’s ~~borrowed~~subsidiary ~~$250~~CNP Operating,~~000~~ ~~from~~LLC apurchased ~~lender~~equipment ~~and~~for ~~issued~~$58,095 awhich ~~promissory~~was ~~note~~financed ~~for~~at ~~the~~zero ~~repayment~~interest ~~of the amount borrowed~~rate. The ~~promissory~~monthly ~~note~~payments ~~is unsecured, has a maturity date~~ of ~~December~~$968 ~~31,~~will ~~2024~~be ~~and~~made ~~all~~for ~~principal~~the isnext ~~due~~60 ~~upon~~months ~~maturity. The amount borrowed accrues interest at 12% per annum~~ and ~~accrued~~mature ~~interest is payable monthly commencing~~ on ~~December~~November 119, ~~2021~~2025. ~~The~~Imputed ~~promissory~~interest ~~note~~was ~~contains~~not ~~customary~~material. ~~events~~In of2022, ~~default~~CNP ~~permitting~~purchased ~~acceleration~~equipment ~~of repayment~~ for ~~nonpayment of amounts due~~$55,016 awhich ~~bankruptcy~~was ~~related~~financed ~~proceeding,~~at ~~breach~~zero ofinterest ~~representations~~rate orwith ~~covenants,~~the ~~sale~~same oflender ~~substantially~~with ~~all~~similar ~~assets, and change of control~~terms. The outstanding balance of the note was $~~250~~48,~~000~~513 at ~~March~~June 3130, 2025.

On ~~May~~October 819, ~~2023~~2021, the Company ~~entered~~borrowed ~~into a promissory note with two lenders for aggregate proceeds of~~ $1250,~~150,~~000. ~~The~~from ~~notes~~a ~~are~~lender ~~unsecured~~ and ~~have~~issued a ~~maturity~~promissory ~~date~~note 15for ~~months~~the ~~following~~repayment ~~their~~of ~~issuance.~~the ~~Beginning~~amount onborrowed. ~~the~~The ~~fourth~~promissory ~~month~~note ~~after~~is ~~issuance~~unsecured, ~~the~~has ~~Company~~a ~~will~~maturity ~~make~~date ~~monthly~~of ~~repayments~~December ~~totalling $143~~31,~~750,~~ ~~including~~2024 ~~principal~~ and ~~interest.~~all ~~Total~~ principal ~~and interest to be repaid~~ is ~~$1,725,000,~~due ~~and~~upon ~~any~~maturity. ~~remaining~~The ~~outstanding~~amount ~~balance~~borrowed isaccrues ~~due~~interest at ~~maturity.~~12% Inper ~~connection~~annum ~~with~~and ~~the~~accrued ~~notes,~~interest ~~the~~is ~~Company~~payable ~~granted~~monthly ancommencing ~~aggregate~~on ofDecember 1,~~150,000~~ ~~warrants~~2021. toThe ~~the~~promissory ~~lenders~~note ~~with~~contains ancustomary ~~exercise~~events ~~price~~ of ~~$0.25~~default ~~per~~permitting ~~share.~~acceleration ~~The~~of ~~fair~~repayment ~~value~~for nonpayment of ~~the~~amounts ~~warrants was $185~~due,~~788,~~ ~~which was recognized as~~ a ~~debt~~bankruptcy ~~discount~~related ~~and~~proceeding, ~~will~~breach beof ~~amortized~~representations toor ~~interest~~covenants, ~~expense~~sale ~~over the life~~ of ~~the~~substantially ~~notes.~~all ~~During the three months ended March 31~~assets, ~~2025,~~and ~~amortization~~change of ~~debt~~control. ~~discount~~The ~~was~~outstanding ~~$0.~~balance As of ~~March~~the ~~31, 2025,~~ note ~~payable, net of unamortized discount of $0,~~ was $~~691,~~250,000 ~~for~~at ~~these~~June ~~two~~30, ~~notes~~2025.

On ~~July~~May 18, 2023, the Company entered into a promissory note with two lenders for aggregate proceeds of $31,~~850~~150,000. The notes are unsecured and have a maturity date 15 months following their issuance. Beginning Inon ~~connection~~the ~~with~~fourth ~~the~~month ~~notes~~after issuance, the Company ~~granted~~will anmake ~~aggregate~~monthly ofrepayments 3totaling $143,~~850~~750,~~000~~ ~~warrants~~including toprincipal ~~the~~and ~~lenders with an exercise price of $0~~interest.25 Total ~~per~~principal ~~share.~~and ~~The~~interest ~~fair~~to ~~value~~be ofrepaid ~~the~~is ~~warrants was~~ $~~626~~1,~~073~~725,000, ~~which was recognized as a debt discount~~ and ~~will~~any beremaining ~~amortized~~outstanding tobalance ~~interest~~is ~~expense~~due ~~over~~at ~~the life of the notes~~maturity. ~~During the three months ended March 31, 2025, amortization of debt discount was $0.~~ As of ~~March~~June 3130, 2025, note payable, net of unamortized discount of $0, was $3663,~~400,833~~250 for these two notes.

On July 1, 2023, the ~~May~~Company ~~and~~entered ~~July~~into ~~notes~~a ~~were~~promissory ~~rolled~~note ~~over~~with totwo ~~Ranco~~lenders ~~LLC~~ for an aggregate proceeds of $53,~~000~~850,000 ~~(the “Ranco Notes”)~~. The ~~Ranco~~notes ~~Notes~~are unsecured and have a 15maturity ~~month~~date ~~term~~15 ~~and~~months ~~are~~following ~~subject~~their toissuance. ~~mandatory~~As ~~equal~~of ~~repayments~~June ~~commencing~~30, on2025, ~~the~~note ~~fourth month following issuance~~payable, ~~for~~net anof ~~aggregate~~unamortized ~~repayment~~discount of $70,~~500,000.~~ ~~The~~was ~~Ranco~~$3,400,833 ~~Notes~~for ~~are~~these ~~secured~~two ~~by the assets of Ranco and guaranteed by the Company~~notes.

On July 1, 2023, the May and July notes were rolled over to Ranco, LLC for an aggregate of $5,000,000 (the “Ranco Notes”). The Ranco Notes have a 15 month term and are subject to mandatory equal repayments commencing on the fourth month following issuance. The Ranco Notes are secured by the assets of Ranco and guaranteed by the Company.

The Company had three other notes payable with an aggregate outstanding balance of $65,767 at June 30, 2025.

Future scheduled maturities of long-term debt are as follows:

	March 31,
		June 30,
2025	7,483,431
2026		7,455,431
2026	8,772
2027		8,772
2027	8,772
2028		8,772
2028	8,772
2029		8,772
Thereafter	~~93,355~~	91,162
	7,603,102
		7,572,909

The aggregate current portion of long-term debt as of ~~March~~June 3130, 2025 amounted is $7,~~483~~455,431, which represents the contractual principal payments due in the next 12 months period as well as any notes in default.

NOTE 6: STOCKHOLDERS’ DEFICIT

Common Stock

On April 10, 2025, the Company and the holder of the $500,000 promissory note dated September 10, 2019 reached an agreement to extend the maturity date of the note until December 31, 2027. In ~~January~~connection ~~2023~~with the extension, the Company issued 260,~~400,~~000 shares of its common stock atto athe ~~purchase~~noteholder ~~price~~in consideration of ~~$0.25~~the ~~per~~extension ~~share~~and ~~for~~in lieu of $~~600~~60,000 inof ~~gross~~interest ~~proceeds.~~accrued on the promissory note through March 31, 2025.

Preferred Stock

The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.001 per share, of which 500 have been authorized as Series A Preferred Stock and 3,000 have been authorized as Series B Preferred Stock.

For the three months ending March 31, 2025 and 2024, the Company incurred $60,000 and $60,000, respectively, of interest from the outstanding preferred stock.

Warrants

The following summarizes the Company’s warrant activity for the three months ended March 31, 2025:

			Weighted-Average
		Weighted-	Remaining
		Average	Contractual Life
	Warrants	Exercise Price	(Years)
Outstanding at December 31, 2024	11,988,500	$0.41	3.18
Granted	-	-	-
Forfeited	-	-	-
Outstanding at March 31, 2025	11,988,500	$0.41	2.93
Vested and expected to vest at March 31, 2025	11,988,500	$0.41	2.93
Exercisable at March 31, 2025	11,988,500	$0.41	2.93

For the six months ending June 30, 2025 and 2024, the Company incurred $120,000 and $120,000, respectively, of interest from the outstanding preferred stock.

~~As of March 31, 2025, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.~~Warrants

The following summarizes the Company’s warrant activity for the six months ended June 30, 2025:

			Weighted-Average
		Weighted-	Remaining
		Average	Contractual Life
	Warrants	Exercise Price	(Years)
Outstanding at December 31, 2024	1,198,850	$4.15	3.18
Granted	-	-	-
Forfeited	-	-	-
Outstanding at June 30, 2025	1,198,850	$4.15	2.68


Vested and expected to vest at June 30, 2025	1,198,850	$4.15	2.68
Exercisable at June 30, 2025	1,198,850	$4.15	2.68

As of June 30, 2025, all outstanding warrants were fully vested and there was no remaining unrecorded compensation expense.

Options

The Company had a Stock Option Plan, or the Plan, under which the total number of shares of capital stock of the Company that may be subject to options under the Plan was 1150,~~500,~~000 shares of Common Stock from either authorized but unissued shares or treasury shares. The Plan expired on December 14, 2016.

As of ~~March~~June 3130, 2025, there were no outstanding options.

NOTE 7: LEASES

On April 1, 2023, Emerging Growth LLC entered into a modification of the existing lease agreement for its premises in Whitefish, Montana commencing April 11, 2023, for a period of five years at a rate of $3,750 per month, which lease contains an option for the Company to renew the lease for a period of one additional year at a monthly rent subject to a 3% increase. In connection with this lease, the Company recorded a ROU asset and liability of $187,863. During the six months ended June 30, 2025, the lease was further modified to remove the 3% rent increase provision. As a result of this modification, the Company recorded a new ROU asset of $108,812 and a lease liability of $108,701.

In connection with the Ranco acquisition, the Company agreed to assume the Seller’s lease for property related to the Purchased Assets in Los Angeles, California, consisting of approximately 46,000 square feet of space. The Ranco operating lease agreement commenced on July 1, 2022 and expires on July 31, 2027. The lease requires monthly base rent payments of $49,782 and required a security deposit of $297,269. Upon the Ranco acquisition, the Company recognized a right of use asset of $2,270,059 and right of use liability of $1,760,485. Furthermore, the Company acquired the existing security deposit of $297,269. In 2023, the Company recognized a right of use asset of $1,993,847 and right of use liability of $2,031,541. Initially, the Company was only paying the $49,782 monthly base rent until the landlord vacated the other half of the space on May 1, 2024, at which point the Company took over the entire premises and the lease rental increased to $96,634 per month.

The following is a summary of related liabilities for all non-cancelable operating leases:

	March 31,	December 31,
	June 30,	December 31,
	2025	2024
Operating leases
Assets
Right of use asset	$2,~~637~~353,~~647~~382	$2,915,688
Liabilities
Current portion of right of use liability	$1,~~098~~110,~~791~~466	$1,085,118
Right of use liability	1,~~586~~294,~~513~~924	1,866,262
Total operating lease liabilities	$2,~~685~~405,~~304~~390	$2,951,380
Weighted average remaining lease term (years)	2.1856	3.06
Weighted average discount rate	10.00%	10.00%

NOTE 8: RELATED PARTY TRANSACTIONS

As of ~~March~~June 3130, 2025 and December 31, 2024, there was $501,140 and $501,140, respectively, in amounts due to related parties, including $428,700 due to CSIS. The advances are unsecured, non-interest bearing and due on demand.

During the ~~three~~six months ended ~~March~~June 3130, 2025, Ranco LLC purchased products aggregating $~~115~~12,145,053 from AGP Holdings LLC, an entity wholly owned by Allen Park, the Company’s Chief Operating Officer and Controller, on arm’s length terms. The products consist of nicotine-related bulk raw material, which is sold by the Company to third party customers. During the three and six months ended June 30, 2025, cost of revenues pertaining to the related party purchases was $12,030,000 and $12,145,053, respectively.

During the ~~three~~six months ended ~~March~~June 3130, 2024, the executives of Ranco paid payroll to certain employees totalling $71130,~~000~~167. The payroll was for Ranco employees, and as such, the Company recorded the expense accordingly. The amounts were paid by the executives themselves and were recognized as contributed capital into the Company. The amounts are not liable by the Company (Ranco LLC and CFN Enterprises, Inc.) for repayment.

NOTE 9: COMMITMENTS AND CONTINGENCIES

Legal Proceedings

From time to time, the Company may become involved in legal proceedings arising in the ordinary course of business. The Company is not presently a party to any legal proceedings that it currently believes, if determined adversely to the Company, would individually or taken together have a material adverse effect on the Company’s business, operating results, financial condition or cash flows.

NOTE 10: ~~SUBSEQUENT~~SEGMENT ~~EVENTS~~REPORTING

~~Management~~During ~~has~~the ~~evaluated~~six ~~subsequent~~months ~~events~~ended ~~through~~June ~~May 15~~30, 2025, ~~the~~and ~~date~~2024, the ~~consolidated~~Company ~~financial~~had ~~statements~~three ~~were~~operating ~~available~~segments ~~to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.~~including:

~~On April 10~~·CFN, ~~2025,~~which ~~the~~is ~~Company~~comprised ~~and the holder~~ of the ~~$500,000~~CFN ~~promissory~~Business note dated September 10, 2019 reached an agreement to extend the maturity date of the note until December 31, 2027. In connection with the extension, the Company issued 600,000 shares of its common stock to the noteholder in consideration of the extension and ~~in lieu of $60~~CNP Operating,~~000~~ of interest accrued on the promissory note through March 31, 2025. The shares were issued under the exemption provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as not involving a public offering.LLC;

·Ranco-AGP, which consists of the related party transactions with AGP Holdings LLC (see Note 8); and

·Ranco-Legacy, which consists of the rest of the Company’s Ranco subsidiary operations.

Factors used to identify the Company’s reportable segments include the organizational structure of the Company and the financial information available for evaluation by the chief operating decision-maker in making decisions about how to allocate resources and assess performance. The Company’s operating segments have been broken out based on similar economic and other qualitative criteria.

Financial statement information by operating segment for the three and six months ended June 30, 2025 is presented below:

	Three Months Ended June 30, 2025				Six Months Ended June 30, 2025
Assets	Ranco-Legacy	Ranco-AGP	CFN	Consolidated	Ranco-Legacy	Ranco-AGP	CFN	Consolidated
Total Assets	$6,924,755	$-	$140,121	$7,064,876	$6,924,755	$-	$140,121	$7,064,876

	Ranco-Legacy	Ranco-AGP	CFN	Consolidated	Ranco-Legacy	Ranco-AGP	CFN	Consolidated
Net revenues	$5,325,197	$13,350,700	$6,302	$18,682,199	$11,217,818	$13,350,700	$8,585	$24,577,103
Cost of revenue	5,877,678	12,030,000	100	17,907,778	12,055,417	12,145,053	352	24,200,822
Gross income (loss)	(552,481)	1,320,700	6,202	774,421	(837,599)	1,205,647	8,233	376,281

Operating expenses:
Selling, general and administrative	2,622,016	-	337,955	2,959,971	4,238,281	-	801,887	5,040,168
Total operating expenses	2,622,016	-	337,955	2,959,971	4,238,281	-	801,887	5,040,168
				-				-
Income (loss) from operations	(3,174,497)	1,320,700	(331,753)	(2,185,550)	(5,075,880)	1,205,647	(793,654)	(4,663,887)

Other income (expense):
Interest expense	-	-	(54,248)	(54,248)	-	-	(108,496)	(108,496)
Other income	5,942	-	-	5,942	34,917	-	-	34,917
Loss on conversion of accrued interest	-	-	(60,000)	(60,000)	-	-	(60,000)	(60,000)
Total other income (expense), net	5,942	-	(114,248)	(108,306)	34,917	-	(168,496)	(133,579)

Provision for income taxes	-	-	-	-	-	-	-	-
Net income (loss)	$(3,168,555)	$1,320,700	$(446,001)	$(2,293,856)	$(5,040,963)	$1,205,647	$(962,150)	$(4,797,466)
Preferred stock interest	-	-	60,000	60,000	-	-	120,000	120,000
Net income (loss) available to common shareholders	$(3,168,555)	$1,320,700	$(506,001)	$(2,353,856)	$(5,040,963)	$1,205,647	$(1,082,150)	$(4,917,466)

Financial statement information by operating segment for the three and six months ended June 30, 2024 is presented below:

	Three Months Ended June 30, 2024				Six Months Ended June 30, 2024
Assets	Ranco-Legacy	Ranco-AGP	CFN	Consolidated	Ranco-Legacy	Ranco-AGP	CFN	Consolidated
Total Assets	$5,917,412	$-	$225,003	$6,142,415	$5,917,412	$-	$225,003	$6,142,415

	Ranco-Legacy	Ranco-AGP	CFN	Consolidated	Ranco-Legacy	Ranco-AGP	CFN	Consolidated
Net revenues	$5,866,867	$-	$27,095	$5,893,962	$9,579,423	$-	$159,131	$9,738,554
Cost of revenue	4,876,751	-	1,250	4,878,001	7,015,891	-	13,945	7,029,836
Gross income (loss)	990,116	-	25,845	1,015,961	2,563,532	-	145,186	2,708,718

Operating expenses:
Selling, general and administrative	995,328	-	551,621	1,546,949	1,976,528	-	1,190,215	3,166,743
Total operating expenses	995,328	-	551,621	1,546,949	1,976,528	-	1,190,215	3,166,743
				-				-
Income (loss) from operations	(5,212)	-	(525,776)	(530,988)	587,004	-	(1,045,029)	(458,025)
				-
Other income (expense):
Interest expense	(664,863)	-	(55,561)	(720,424)	(1,329,607)	-	(111,428)	(1,441,035)
Interest income	-	-	74	74	-	-	151	151
Total other income (expense), net	(664,863)	-	(55,487)	(720,350)	(1,329,607)	-	(111,277)	(1,440,884)

Provision for income taxes	-	-	-	-	-	-	-	-
Net income (loss)	$(670,075)	$-	$(581,263)	$(1,251,338)	$(742,603)	$-	$(1,156,306)	$(1,898,909)
Preferred stock interest	-	-	60,000	60,000	-	-	120,000	120,000
Net income (loss) available to common shareholders	$(670,075)	$-	$(641,263)	$(1,311,338)	$(742,603)	$-	$(1,276,306)	$(2,018,909)

NOTE 11: SUBSEQUENT EVENTS

Management has evaluated subsequent events through August 14, 2025, the date the consolidated financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure in these financial statements.

On July 1, 2025, the Company completed the acquisition of J Street Capital Partners, LLC, a Florida limited liability company, an importer and wholesaler of alcoholic beverages. As consideration, the Company issued 150,000 shares of its common stock to the seller. J Street's financial results will be included in the Company’s consolidated results beginning in the third quarter of 2025.

On July 11, 2025, the Company effected a 1-for-10 reverse stock split of its common stock. No fractional shares were issued, and any such amounts were rounded up to the nearest whole share. The reverse split did not impact the total number of authorized shares or par value. Post-split shares began trading on the OTCQB under the same symbol, “CNFN,” on July 14, 2025, with a new CUSIP number (12529C 308).

On August 14, 2025, following negotiation with Emerging Growth, LLC, the holder of all 3,000 shares of the Company’s Series B Preferred Stock, the Company filed a Certificate of Amendment to its Certificate of Designation of Series B Preferred Stock with the Secretary of State of the State of Delaware pursuant to which the Certificate of Designation of Series B Preferred Stock was amended to increase the dividend rate of 6% per annum on the Series B Preferred Stock to 12% per annum, effective August 1, 2025.

ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion of our financial condition and results of operations should be read in conjunction with the financial statements and related notes included elsewhere in this report and our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024. Certain statements in this discussion and elsewhere in this report constitute forward-looking statements. See “Cautionary Statement Regarding Forward Looking Information’’ elsewhere in this report. Because this discussion involves risk and uncertainties, our actual results may differ materially from those anticipated in these forward-looking statements.

Overview

We own and operate a cannabis industry focused sponsored content and marketing business, or the CFN Business, and a white label manufacturing and co-packing business, or the Ranco Business. Our ongoing operations currently consist primarily of the CFN Business and the Ranco Business and we will continue to pursue strategic transactions and opportunities. We are currently in the process of launching an e-commerce network focused on the sale of general wellness CBD products.

On July 1, 2023, the Company, through its wholly owned subsidiary, RANCO, LLC, a Delaware limited liability company, or Ranco, acquired assets from RAN CoPacking Solutions LLC, a California limited liability company, or the Acquisition which consists of assets for co-packing and white label manufacturing services, including comprehensive solutions for third party logistics (3PL) related areas such as storage, order fulfillment, solutions for custom packaging and hardware needs for many different industries, and media and design services, along with strategic marketing support, to help clients establish and enhance their brand presence in the market. Also on July 1, 2023, Ranco entered into the Packwoods Private Label Services and Intellectual Property Licensing Agreement, or the Licensing Agreement, with PW Industries LLC, a Wyoming limited liability company, or PW, RS Distributions LLC, a Delaware limited liability company, or RS, and Packaging Innovations LLC, a Wyoming limited liability company, or PI, and together with PW and RS, the Licensors, for the exclusive manufacturing, packaging and distribution of, and wholesale and retail sales of a variety hemp-based inhalable (pre-roll and vaporizer), edible products, and disposable nicotine-~~based~~related inhalable vaporizer products, and the purchase of packaging materials to be used with Packwoods-branded cannabis products (containing more than 0.3% delta-9 THC by weight) and the distribution of those packaging materials to licensed cannabis manufacturers designated by PW, using the Licensor’s licensed property for a 5 year exclusive term, subject to certain exclusions.

The CFN Business generates revenue through sponsored content, including articles, press releases, videos, podcasts, advertisements and other media, email advertisements and other marketing campaigns run on behalf of public and private companies in the cannabis industry, helping them reach accredited, retail and institutional investors. Most revenue is generated through contracts involving a monthly cash payment.

Ranco performs services including white label manufacturing and co-packing for customers. Customers will drop off their product and the Company will perform the services via their employees and contractors. Ranco will also order products that are manufactured overseas, such as custom boxes, packaging and hardware. In 2025, the Company began ordering nicotine-related bulk raw materials from a related party. These products are generally shipped from overseas to the customer. Lastly, Ranco provides certain shipping and third party logistics services for customers.

1516

Results of Operations for the Three Months Ended ~~March~~June 3130, 2025 and 2024

The following are the results of our operations for the three months ended ~~March~~June 3130, 2025 as compared to the three months ended ~~March~~June 3130, 2024:

	Three Months Ended				~~Three Months Ended~~
					March 31,
	June 30,
	2025		2024	Change	~~2025~~	~~2024~~	~~Change~~
Net revenues	$18,682,199		$5,893,962	$12,788,237	~~$5,894,904~~	~~$3,844,592~~	~~$2,050,312~~
Cost of revenue	17,907,778		4,878,001	13,029,777	~~6,293,044~~	~~2,151,835~~	~~4,141,209~~
		Gross profit (loss)			(398,140)	1,692,757	(2,090,897)
Gross profit	774,421		1,015,961	(241,540)
Operating expenses:
Selling, general and administrative	~~Selling~~2, ~~general and administrative~~959,971		1,546,949	1,413,022	~~2,080,197~~	~~1,619,794~~	~~460,403~~
Total operating expenses	2,959,971	~~Total operating expenses~~	1,546,949	1,413,022	~~2,080,197~~	~~1,619,794~~	~~460,403~~
Profit (loss) from operations	(2,185,550)		(530,988)	(1,654,562)	~~(2,478,337)~~	~~72,963~~	~~(2,551,300)~~
Other income (expense):
Interest expense	~~Interest expense~~(54,248)		(720,424)	666,176	~~(54,248)~~	~~(720,611)~~	~~666,363~~
Other income	~~Other income~~5,942		-	5,942	~~28,975~~	-	~~28,975~~
Interest income	~~Interest income~~-		74	(74)	-	77	~~(77)~~
		Total other income (expense), net			(25,273)	(720,534)	695,261
Loss on conversion of accrued interest	(60,000)		-	(60,000)
Provision for income taxes					-	-	-
Total other income (expense), net	(108,306)		(720,350)	612,044
Net loss					$(2,503,610)	$(647,571)	$(1,856,039)
Provision for income taxes	-		-	-
Net loss	$(2,293,856)		$(1,251,338)	$(1,042,518)

Net Revenues

The Company’s revenues from the CFN Business are generated from the sale of promotional service packages to customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. Ranco performs services including white label manufacturing and co-packing for customers. Customers will drop off their product and the Company will perform the services via their employees and contractors. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time. Ranco will order products that are manufactured overseas, such as custom boxes, packaging and hardware. In 2025, the Company began ordering nicotine-related bulk raw materials from a related party. These products are generally shipped from overseas to the customer. When these products are shipped out from the manufacturer, the Company has satisfied its performance obligations. When the Company transfers control via delivery to the customer, the Company has satisfied its performance obligations. Revenue is recognized at this point in time. Lastly, Ranco provides certain shipping and third party logistics services for customers. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

Revenues increased by $212,~~050~~788,~~312~~237 to $518,~~894~~682,~~904~~199 for the three months ended ~~March~~June 3130, 2025, compared to $35,~~844~~893,~~592~~962 in the corresponding fiscal period in 2024. The increase was primarily due to Ranco’s full integration with the Company, and its ability to acquire inventory and retain new customers in 2025. In 2025, the Company began ordering bulk raw materials from a related party. This new business line increased in the second quarter of 2025.

~~During~~The Company’s revenue for the three-month ~~months~~period ended ~~March~~June 3130, 2025, ~~the~~and ~~Company~~2024 ~~realized~~also included $06,302 ofand ~~campaign revenue compared to~~ $385,~~500~~984 inrespectively, ~~2024.~~relating ~~The~~to ~~decrease~~sales ~~was~~of ~~primarily~~product ~~due~~from toour ae-commerce ~~shift~~network infocused ~~efforts~~on ~~during~~ the ~~period~~sale toof ~~the~~general ~~Ranco~~wellness ~~Business~~CBD products.

~~Our~~During ~~revenue~~the ~~for~~three ~~the~~months ~~period~~ended ~~March~~June 3130, 2025 ~~and 2024 also included $2~~,~~283~~ ~~and~~the ~~$5,575,~~Company’s ~~respectively,~~Ranco ~~relating~~subsidiary togenerated ~~sales~~revenue of ~~product~~$18.6 ~~from our e-commerce network focused on the sale of general wellness CBD products~~million.

During the three months ended March 31, 2025, the Company’s Ranco subsidiary generated revenue of $5.9 million.

Cost of Revenue

The costs of revenue for the CFN Business consist primarily of labor, fees paid for production of content for clients and the costs of placement of the content on various platforms. Cost of revenue also includes products sold, shipping costs and direct labor in the Ranco Business.

Cost of revenue increased by $4,141,209 to $6,293,044 for the three months ended March 31, 2025, compared to $2,151,835 in the corresponding fiscal period in 2024. The increase was a result of the corresponding increase in Ranco’s revenue. Ranco’s gross loss 17

16Cost of revenue increased by $13,029,777 to $17,907,778 for the three months ended June 30, 2025, compared to $4,878,001 in the corresponding fiscal period in 2024. The increase was a result of the corresponding increase in Ranco’s revenue. Ranco’s gross profit decreased despite its ability to purchase inventory at lower costs through higher volumes, primarily due to increased shipping, freight, and delivery expenses.

widened despite its ability to purchase inventory at lower costs through higher volumes, primarily due to increased shipping, freight, and delivery expenses.

Operating Expenses

The Company’s operating expenses for the three months ended ~~March~~June 3130, 2025 were higher than those in the corresponding period in 2024 due to increased headcount and more significant operations of Ranco in 2025.

Other Income/Expense

Other income/expenses during the three months ended ~~March~~June 3130, 2025 were due to interest expense related to notes payable and loss on conversion of accrued interest.

Results of Operations for the Six Months Ended June 30, 2025 and 2024

The following are the results of our operations for the six months ended June 30, 2025 as compared to the six months ended June 30, 2024:

			Six Months Ended
			June 30,
			2025	2024	Change

Net revenues			$24,577,103	$9,738,554	$14,838,549
Cost of revenue			24,200,822	7,029,836	17,170,986
		Gross profit	376,281	2,708,718	(2,332,437)

Operating expenses:
	Selling, general and administrative		5,040,168	3,166,743	1,963,425
		Total operating expenses	5,040,168	3,166,743	1,963,425

Profit (loss) from operations			(4,663,887)	(458,025)	(4,295,862)

Other income (expense):
	Interest expense		(108,496)	(1,441,035)	1,332,539
	Other income		34,917	-	34,917
	Interest income		-	151	(151)
	Loss on conversion of accrued interest		(60,000)	-	(60,000)
		Total other income (expense), net	(133,579)	(1,440,884)	1,307,305

Provision for income taxes			-	-	-
Net loss			$(4,797,466)	$(1,898,909)	$(2,988,557)

Net Revenues

The Company’s revenues from the CFN Business are generated from the sale of promotional service packages to customers ranging from 3 to 6 months. The Company offers different packages tailored to the type and stage of the potential customer, such as public companies looking to increase their shareholder base, as well as private companies potentially looking to go public and attract capital and publicity. Ranco performs services including white label manufacturing and co-packing for customers. Customers will drop off their product and the Company will perform the services via their employees and contractors. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time. Ranco will order products that are manufactured overseas, such as custom boxes, packaging and hardware. These products are generally shipped from overseas to the customer. When these products are shipped out from the manufacturer, the Company has satisfied its performance obligations. In 2025, the Company began ordering nicotine-based bulk raw materials from a related party (see Note 8). When the Company transfers control via delivery to the customer, the Company has satisfied its performance obligations. Revenue is recognized at this point in time. Lastly, Ranco provides certain shipping and third party logistics services for customers. When the services are complete, the Company has satisfied its performance obligations. Revenue is recognized at this point in time.

Revenues increased by $14,838,549 to $24,577,103 for the six months ended June 30, 2025, compared to $9,738,554 in the corresponding fiscal period in 2024. The increase was primarily due to Ranco’s full integration with the Company, and its ability to

acquire inventory and retain new customers in 2025. In 2025, the Company began ordering bulk raw materials from a related party. This new business line increased in the second quarter of 2025.

During the six months ended June 30, 2025, the Company realized $0 of campaign revenue compared to $38,500 in 2024. The decrease was primarily due to a shift in efforts during the period to the Ranco Business.

The Company’s revenue for the six-month period ended June 30, 2025 and 2024 also included $8,585 and $11,559, respectively, relating to sales of product from our e-commerce network focused on the sale of general wellness CBD products.

During the six months ended June 30, 2025, the Company’s Ranco subsidiary generated revenue of $24.5 million.

Cost of Revenue

Cost of revenue increased by $17,170,986 to $24,200,822 for the six months ended June 30, 2025, compared to $7,029,836 in the corresponding fiscal period in 2024. The increase was a result of the corresponding increase in Ranco’s revenue. Ranco’s gross loss widened despite its ability to purchase inventory at lower costs through higher volumes, primarily due to increased shipping, freight, and delivery expenses.

During the six months ended June 30, 2025, the Company had $986,164 in inventory reserve expense, which was included in cost of revenue, to record inventory at its lower of cost or estimated net realizable value.

Operating Expenses

The Company’s operating expenses for the six months ended June 30, 2025 were higher than those in the corresponding period in 2024 due to increased headcount and more significant operations of Ranco in 2025.

Other Income/Expense

Other income/expenses during the six months ended June 30, 2025 were due to interest expense related to notes payable and loss on conversion of accrued interest.

Liquidity, Capital Resources and Going Concern

As of ~~March~~June 3130, 2025, we had $~~304~~1,~~428~~795,524 in unrestricted cash and $7,~~603~~572,~~102~~909 in notes payable.

Management’s plan to continue as a going concern includes raising capital in the form of debt or equity, growing its existing business acquired under the Ranco Agreement, managing and reducing operating and overhead costs and continuing to pursue strategic transactions and opportunities including launching an e-commerce network focused on the sale of general wellness CBD, products.

Cash Flows

The following is a summary of our cash flows from operating, investing and financing activities for the ~~three~~six months ended ~~March~~June 3130, ~~2024~~2025:

	Three Months Ended
			Six Months Ended
	March 31,
			June 30,
	~~2025~~	~~2024~~	2025	2024
Net cash provided by operating activities	~~$5,950~~	~~$203,529~~	$1,580,821	$278,790
Net cash used in investing activities	~~$(48,163)~~	~~$(6,709)~~	$(101,745)	$(25,979)
Net cash used in financing activities	~~$(27,193)~~	~~$(122,443)~~	$(57,386)	$(105,988)

Net cash provided by operating activities was $5,950 during the three months ended March 31, 2025, compared to $203,529 during the same period in 2024. The decrease in cash provided by operating activities was primarily due to decrease of inventories and increase of accounts payable.19

Net cash ~~used~~provided inby ~~investing~~operating activities was $1,580,821 during the ~~three~~six months ended ~~March~~June 3130, 2025, ~~consisted~~compared to cash provided by operating activities of $278,790 during the ~~sale~~same ~~and~~period ~~purchase~~in 2024. The increase in cash provided by operating activities was primarily due to increase of ~~property~~accounts payable and ~~equipment~~accrued expenses and inventory.

Net cash used in ~~financing~~investing activities during the ~~three~~six months ended ~~March~~June 3130, 2025 ~~was~~consisted ~~$27,193, consisting entirely~~ of ~~note repayments. Net cash used in financing activities during~~ the ~~three~~purchase ~~months ended March 31, 2024 was $122,433, including the repayment~~ of ~~notes~~property ofand ~~$193,443, offset by capital contribution of $71,000~~equipment.

Net cash used in financing activities during the six months ended June 30, 2025, was $57,386, primarily due to the repayment of notes totaling $57,386. Net cash used in financing activities during the six months ended June 30, 2024, was $105,988, which included note repayments of $236,155, partially offset by contributed capital of $130,167.

Description of Indebtedness

17On October 28, 2019, the Company’s subsidiary CNP Operating, LLC entered into a promissory note payable with Complete Business Solutions Group, Inc (“CBSG”) whereby the Company borrowed $3,050,000 The outstanding balance of the note was $2,218,000 at June 30, 2025. The note is currently in default and personally guaranteed by Anthony Zingarelli.

InOn ~~connection with the promissory note on~~ September 1030, 2019, the Company ~~issued warrants to purchase 33,333 shares of the Company~~’s ~~common~~subsidiary ~~stock~~CNP atOperating, anLLC ~~exercise~~entered ~~price~~into ofa ~~$1.50~~promissory ~~per~~note ~~share.~~payable ~~The~~with ~~warrants~~Eagle ~~were~~Six ~~exercised on June 30~~Consultants, ~~2021~~Inc. ~~and~~(“Eagle”) whereby the Company ~~received~~borrowed $50550,000. bearing ~~The~~interest ~~note~~at ~~was~~16% ~~discounted~~per ~~by $17,624 allocated from the valuation of the warrants issued~~annum. The ~~discount~~outstanding ~~recorded~~balance ~~on the note is being amortized as interest expense through the maturity date. As~~ of ~~December 31, 2024,~~ the ~~net book value of the promissory~~ note ~~amounted~~was to $~~500~~302,~~000,~~489 ~~including~~at ~~the~~June ~~principal~~30, ~~amount~~2025. ofThe ~~$50,000~~note ~~which~~is ~~was~~currently ~~fully~~in ~~amortized~~default.

On ~~October~~June 2824, ~~2019~~2020, the Company’s ~~subsidiary CNP Operating, LLC~~ entered into a ~~promissory~~Loan ~~note~~Authorization ~~payable~~and Agreement with ~~Complete~~the ~~Business~~SBA ~~Solutions~~under ~~Group,~~which ~~Inc (“CBSG”) whereby~~ the Company borrowed $3150,~~050,~~000. ~~The~~and ~~outstanding~~issued ~~balance~~to of the SBA a note ~~was~~and ~~$2,218,000~~security atagreement ~~December~~for ~~31,~~the ~~2022~~amount borrowed. AtOutstanding ~~December~~borrowings 31accrue interest at a rate of 3.75% per annum, ~~2022~~and installment payments, ~~the~~including ~~Company~~principal ~~reversed~~and $1interest,~~312,080~~ ~~previously~~of ~~recorded~~$731 toare ~~additional~~due ~~paid-in~~monthly ~~capital~~and inbegin ~~2022~~12 tomonths ~~reflect~~from the ~~outstanding~~date of the loan agreement. The balance of any remaining principal and interest is due 30 years from the date of $2the loan agreement. As collateral for the borrowing,~~218,000~~ the Company granted the SBA a security interest in substantially all assets of the Company. The ~~note~~outstanding isbalance ~~currently~~of inthe ~~default~~note ~~and~~was ~~personally~~$124,057 ~~guaranteed~~at byJune ~~Anthony~~30, ~~Zingarelli~~2025.

On ~~September~~May 3012, ~~2019~~2021, the Company’s subsidiary CNP Operating, LLC ~~entered~~restructured ~~into~~the aCSBG ~~promissory~~ note payable ~~with~~of $2,957,000, the Eagle ~~Six~~#1 ~~Consultants~~note payable of $550,000 ~~Inc.~~and (“the Eagle”) ~~whereby~~#2 ~~the~~note ~~Company~~payable ~~borrowed~~of $~~550~~300,000 ~~bearing~~by ~~interest~~entering ~~at 16%~~into ~~per~~a ~~annum~~payment and indemnification agreement with the receivers/trustee of CBSG and Eagle. The ~~outstanding~~receiver has agreed that the balance of the ~~note~~outstanding ~~was~~amounts will be paid over the course of 24 months in equal payments of $~~302~~158,~~489~~625. atFurther, ~~March~~the 31Company shall pay $20,000 ~~2025~~per month toward the balance and Anthony Zingarelli (“Zingarelli”) and Colorado Sky Industrial Supply LLC (“CSIS”), agree to personally pay the sum of $138,625 per month. ~~The~~Zingarelli is the only member of CNP Operating, LLC that signed a personal guarantee on the loans and Zingarelli is the sole member of CSIS. Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and all losses, liabilities and claims. If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount of any such loss. This note is currently in default.

On ~~June~~November 2419, 2020, the Company’s ~~entered~~subsidiary ~~into~~CNP aOperating, ~~Loan~~LLC ~~Authorization~~purchased ~~and~~equipment ~~Agreement~~for ~~with~~$58,095 ~~the SBA under~~ which ~~the~~was ~~Company~~financed ~~borrowed~~at ~~$150,000~~zero ~~and~~interest ~~issued~~rate. toThe ~~the~~monthly ~~SBA~~payments aof ~~note~~$968 ~~and~~will ~~security~~be ~~agreement~~made for the ~~amount~~next ~~borrowed.~~60 ~~Outstanding~~months ~~borrowings~~and ~~accrue~~mature ~~interest~~on atNovember a19, ~~rate~~2025. ofImputed ~~3.75%~~interest ~~per~~was ~~annum,~~not ~~and~~material. ~~installment~~In ~~payments~~2022, ~~including~~CNP ~~principal~~Operating, ~~and~~LLC ~~interest,~~purchased ofequipment for $~~731~~55,016 ~~are~~which ~~due~~was ~~monthly~~financed ~~and~~at ~~begin~~zero 12interest ~~months~~rate ~~from~~with the ~~date~~same oflender ~~the~~with ~~loan~~similar ~~agreement~~terms. The outstanding balance of ~~any remaining principal and interest is due 30 years from~~ the ~~date~~note ofwas ~~the~~$48,513 ~~loan~~at ~~agreement.~~June ~~As collateral for the borrowing~~30, ~~the Company granted the SBA a security interest in substantially all assets of the Company~~2025.

On ~~May~~October 1219, 2021, the Company’s ~~subsidiary~~borrowed ~~CNP Operating, LLC restructured the CSBG note payable of~~ $2250,~~957,~~000, ~~the~~from ~~Eagle~~a #1lender ~~note payable of $550,000~~ and ~~the~~issued ~~Eagle~~a #2promissory note ~~payable~~for ~~of $300,000 by entering into a payment and indemnification agreement with~~ the ~~receivers/trustee~~repayment of ~~CBSG~~the ~~and~~amount ~~Eagle~~borrowed. The ~~receiver~~promissory ~~has~~note ~~agreed~~is ~~that~~unsecured, ~~the~~has ~~balance~~a ofmaturity ~~the~~date ~~outstanding~~of ~~amounts~~December ~~will~~31, be2024 ~~paid~~and ~~over~~all ~~the~~principal ~~course~~is ofdue 24upon ~~months in equal payments of $158,625~~maturity. ~~Further,~~The ~~the~~amount ~~Company~~borrowed ~~shall~~accrues ~~pay~~interest ~~$20,000~~at 12% per ~~month~~annum ~~toward the balance~~ and ~~Anthony~~accrued ~~Zingarelli~~interest ~~(“Zingarelli”)~~is ~~and~~payable ~~Colorado~~monthly ~~Sky~~commencing ~~Industrial~~on ~~Supply~~December ~~LLC (“CSIS”)~~1, ~~agree~~2021. toThe ~~personally~~promissory ~~pay~~note ~~the~~contains ~~sum~~customary events of ~~$138,625~~default ~~per~~permitting ~~month. Zingarelli~~acceleration isof ~~the~~repayment ~~only~~for ~~member~~nonpayment of ~~CNP~~amounts ~~Operating~~due, ~~LLC that signed~~ a ~~personal~~bankruptcy ~~guarantee~~related onproceeding, ~~the~~breach ~~loans~~of ~~and~~representations ~~Zingarelli~~or iscovenants, ~~the~~sale ~~sole member~~ of ~~CSIS.~~substantially ~~Zingarelli and CSIS has agreed to indemnify and hold the Company harmless from any and~~ all ~~losses~~assets, ~~liabilities~~ and ~~claims.~~change ~~If a loss is incurred by the Company with respect to any claims, Zingarelli shall reimburse the Company for the amount~~ of ~~any such loss~~control. The ~~Company~~outstanding ~~has~~balance ~~recorded~~of the ~~Zingarelli~~note ~~payments~~was ~~during~~$250,000 at ~~the~~June ~~period as contributions to additional paid in capital through December 31~~30, ~~2021~~2025. ~~This note is currently in default.~~

On ~~November~~May 198, ~~2020~~2023, the Company’s ~~subsidiary~~entered ~~CNP~~into ~~Operating,~~a ~~LLC~~promissory ~~purchased~~note ~~equipment~~with ~~for~~two ~~$58,095~~lenders ~~which~~for ~~was~~aggregate ~~financed~~proceeds atof ~~zero interest rate~~$1,150,000. The ~~monthly~~notes ~~payments~~are ofunsecured ~~$968~~and ~~will~~have bea ~~made~~maturity ~~for~~date ~~the~~15 ~~next 60~~ months ~~and~~following ~~mature~~their ~~on November 19, 2025~~issuance. Beginning ~~Imputed~~on ~~interest~~the ~~was~~fourth ~~not~~month ~~material.~~after ~~The~~issuance, ~~outstanding~~the ~~balance~~Company ofwill ~~the~~make ~~note~~monthly ~~was~~repayments totaling $34143,~~892~~750, atincluding ~~December~~principal ~~31,~~and ~~2022~~interest. Total Inprincipal ~~2022,~~and ~~CNP~~interest ~~Operating,~~to ~~LLC~~be ~~purchased~~repaid ~~equipment~~is ~~for~~ $551,~~016~~725,000, ~~which~~and ~~was~~any ~~financed~~remaining atoutstanding ~~zero~~balance ~~interest~~is ~~rate~~due ~~with~~at ~~the~~maturity. ~~same~~As ~~lender~~of ~~with~~June ~~similar~~30, ~~terms.~~2025, ~~The~~note ~~outstanding~~payable, ~~balance~~net of ~~the~~unamortized ~~note~~discount of $0, was $48663,~~513~~250 atfor ~~March~~these ~~31,~~two ~~2025~~notes.

On October 19, 2021, the Company borrowed $250,000 from a lender and issued a promissory note for the repayment of the amount borrowed. The promissory note is unsecured, has a maturity date of December 31, 2024 and all principal is due upon maturity. The amount borrowed accrues interest at 12% per annum and accrued interest is payable monthly commencing on December 1, 2021. The promissory note contains customary events of default permitting acceleration of repayment for nonpayment of amounts due, a bankruptcy related proceeding, breach of representations or covenants, sale of substantially all assets, and change of control. The outstanding balance of the note was $250,000 at March 31, 2025.20

On ~~May~~July 81, 2023, the Company entered into a promissory note with two lenders for aggregate proceeds of $13,~~150~~850,000. The notes are unsecured and have a maturity date 15 months following their issuance. Beginning on the fourth month after issuance, the Company will make monthly repayments totalling $143,750, including principal and interest. Total principal and interest to be repaid is $1,725,000, and any remaining outstanding balance is due at maturity. In connection with the notes, the Company granted an aggregate of 1,150,000 warrants to the lenders with an exercise price of $0.25 per share. The fair value of the warrants was $185,788, which was recognized as a debt discount and will be amortized to interest expense over the life of the notes. During the three months ended March 31, 2025, amortization of debt discount was $0. As of ~~March~~June 3130, 2025, note payable, net of unamortized discount of $0, was $~~691~~3,~~250~~400,833 for these two notes.

On July 1, 2023, the ~~Company~~May ~~entered~~and ~~into~~July ~~a promissory note with two lenders for aggregate proceeds of $3,850,000. The~~ notes ~~are~~were ~~unsecured~~rolled ~~and~~over ~~have~~to ~~a maturity date 15 months following their issuance. In connection with the notes~~Ranco, ~~the~~LLC ~~Company~~for ~~granted~~ an aggregate of 3$5,~~850~~000,000 ~~warrants to~~ (the ~~lenders~~“Ranco ~~with an exercise price of $0~~Notes”).~~25 per share.~~ The ~~fair~~Ranco ~~value~~Notes ofhave ~~the warrants was $626,073, which was recognized as~~ a ~~debt~~15- ~~discount~~month term and ~~will~~are besubject ~~amortized~~ to ~~interest~~mandatory ~~expense~~equal ~~over~~repayments ~~the~~commencing ~~life~~on of the ~~notes. During~~fourth ~~the~~month ~~three~~following ~~months ended March 31, 2025, amortization of debt discount was $0~~issuance. As ofThe ~~March~~Ranco ~~31,~~Notes ~~2025,~~are ~~note~~secured ~~payable,~~by ~~net~~the ofassets ~~unamortized discount~~ of ~~$0,~~Ranco ~~was~~and ~~$3,400,833~~guaranteed ~~for~~by ~~these~~the ~~two notes~~Company.

18The Company had three other notes payable with an aggregate outstanding balance of $65,767 at June 30, 2025.

On July 1, 2023, the May and July notes were rolled over to Ranco LLC for an aggregate of $5,000,000 (the “Ranco Notes”). The Ranco Notes have a 15 month term and are subject to mandatory equal repayments commencing on the fourth month following issuance, for an aggregate repayment of $7,500,000. The Ranco Notes are secured by the assets of Ranco and guaranteed by the Company.

Future scheduled maturities of long-term debt are as follows:

	March 31,
		June 30,
2025	7,483,431
2026		7,455,431
2026	8,772
2027		8,772
2027	8,772
2028		8,772
2028	8,772
2029		8,772
Thereafter	~~93,355~~	91,162
	7,603,102
		7,572,909

Obligations Under Preferred Stock

On June 20, 2019, existing debtholders were issued an aggregate of 500 shares of Series A Preferred Stock, each with a stated value per share of $1,000, as conversion of $500,000 worth of outstanding promissory notes. The Series A Preferred Stock bears interest at 12% per annum, and is convertible into our common stock at the election of the holder at a conversion price per share to be mutually agreed between us and the holder in the future, and be redeemable at our option following the third year after issuance, without voting rights or a liquidation preference.

On June 20, 2019, we issued 3,000 shares of Series B Preferred Stock, each with a stated value of $1,000 per share, to Emerging Growth, LLC as part of the Emerging Growth Agreement. The aggregate fair value of $687,000 was recorded as part of the acquisition price of the net assets acquired from Emerging Growth, LLC. The Series B Preferred Stock bears interest at 6% per annum and is convertible into our common stock at the election of Emerging Growth, LLC at a conversion price per share to be mutually agreed between us and Emerging Growth, LLC in the future, without voting rights or a liquidation preference, except with respect to accrued penalty interest.

Other Outstanding Obligations at ~~March~~June 3130, 2025

Warrants

As of ~~March~~June 3130, 2025, 111,~~988~~198,~~500~~850 shares of our common stock are issuable pursuant to the exercise of warrants.

Options

As of ~~March~~June 3130, 2025, 0 shares of our common stock are issuable pursuant to the exercise of options.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer, who is our principal executive officer and our principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our principal executive officer and principal financial officer concluded that as of ~~March~~June 3130, 2025, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the quarter ended ~~March~~June 3130, 2025, in order to remediate the segregation of duties and other deficiencies initially created by the departure of our accounting department in June 2019, we hired accounting consultants to perform our account reconciliations and other day-to-day accounting requirements. The internal control structure was also documented and assessed in the areas of financial reporting and disclosure controls as it relates to our continuing operations. In addition, we revised and improved the use of our systems for getting appropriate approvals for purchases and other activities that require authorization. However, our ability to file timely reports is heavily dependent on having the necessary financial resources to pay consultants and other outside service providers involved with performing key elements of our disclosure and financial reporting controls. Our current financial condition, has temporarily hindered our ability to file timely reports for this reason. As a result, we have assessed our disclosure controls and controls over financial reporting as not effective.

file timely reports for this reason. As a result, we have assessed our disclosure controls and controls over financial reporting as not effective.

PART II - OTHER INFORMATION

Item 5. Other Information

Given the timing of the events, the following information is included in this Form 10-Q pursuant to Item 5.03 “Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year” in lieu of filing a Form 8-K.

The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.2 hereto and incorporated by reference herein.

Item 6. Exhibits

3.1	Certificate of Amendment to Certificate of Incorporation, dated July 11, 2025 (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 11, 2025).
3.2	Certificate of Amendment to Certificate of Designation of Series B Preferred Stock.*
31.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) and15d-14(a).*
32.1	Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. 1350.**
101.	The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2025, formatted in XBRL (eXtensible Business Reporting Language): (i) the Balance Sheets, (ii) the Statements of Operations, (iii) the Statements of Comprehensive Loss, (iv) the Statements of Changes in Stockholders’ Deficit, (v) the Statements of Cash Flows, and (vi) related notes to these financial statements.*

*Filed herewith.

**Furnished herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CFN ENTERPRISES INC.
Dated: May 14, 2025	By:	/s/ Brian Ross
Dated: August 14, 2025	By:	/s/ Brian Ross
		Brian Ross
		President and Chief Executive Officer
		(Principal Executive Officer and Principal Financial Officer)

2023

Filing Compare · CFN Enterprises Inc.