UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2023~~2024

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

For the transition period from to

COMMISSION FILE NO. ~~333~~000-~~262710~~56664

The Cannaisseur Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 86-1907561 (IRS Employer Identification No.)

Delaware		86-1907561
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

650 Ponce De Leon Ave

Suite 300 #2334

Atlanta, GA 30308

(Address of principal executive offices) (Zip Code)

(404) 254-2100

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
None		N/A		N/A

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by checkmark 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 a 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive ~~oﬃcers~~officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

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

The aggregate market value of the voting and non-voting stock held by non-affiliates was approximately $~~235~~2,~~120~~782,327 as of June 30, ~~2023~~2024, based upon a price of $0.~~015~~23 per share as determined by the Company’s Board of Directors for the registrant’s common stock on such date.

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class:	~~Outstanding as of March 27, 2024:~~	Outstanding as of February 25, 2025:
Common Stock, par value $0.0001	~~42,547,484~~	49,980,414

The Cannaisseur Group, Inc.

Table of Contents

	PART I	PAGE
Item 1.	Business	4
Item 1A.	Risk Factors	9
Item 1B.	Unresolved Staff Comments	1920
Item 1C.	Cybersecurity	1920
Item 2.	Properties	20
Item 3.	Legal Proceedings	20
Item 4.	Mine Safety Disclosures	20
	PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	21
Item 6.	Reserved	21
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	25
Item 8.	Financial Statements and Supplementary Data	F-1
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	26
Item 9A.	Controls and Procedures	26
Item 9B.	Other Information	26
Item 9C.	Disclosures Regarding Foreign Jurisdictions that Prevent Inspections	26
	PART III
Item 10.	Directors, Executive Officers and Corporate Governance	27
Item 11.	Executive Compensation	31
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	31
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3332
Item 14.	Principal Accountant Fees and Services	33
	PART IV
Item 15.	Exhibit and Financial Statement Schedules	34
Item 16.	Form 10-K Summary	34
	Signatures	35

Table of Contents

PART I

Item 1. Business

Overview

The Cannaisseur Group, Inc. (the “Company” or “~~TCG~~TCRG”) was established in December 2020. On January 4, 2021 the Company acquired a fifty-one percent (51%) interest in Atlanta CBD Inc. (d/b/a as Inno Medicinals) (“Atlanta CBD”). Atlanta CBD iswas formed ~~engaged~~to engage in hemp cultivation, extraction, manufacturing, distribution, and retail sales through CBD stores. The Company, however, has now transitioned into a health and wellness company, with the aim of promoting and selling health and wellness products, including CBD-related products. Currently, the Company’s only assets and operations consist of the 51% interest it owns in Atlanta CBD, Inc. TCRG ~~TCG~~ manages and operates Atlanta CBD’s business on a day-to-day basis. The Company intends to ~~develop its own hemp cultivation, extraction, and manufacturing business and~~ work in conjunction with Atlanta CBD to grow the ~~Company’s~~ business operations.

Atlanta CBD, isat its inception, was a hemp products supplier and retailer. It ~~sells~~sold its retail hemp products through the trade name, Inno Medicinals, located in Atlanta Georgia. Currently, Atlanta CBD, ~~intends~~ in ~~the~~order ~~future~~ to ~~engage~~better inreflect ~~cultivation~~the ~~and~~direction ~~extraction~~ of ~~hemp flower~~TCRG, ~~through~~intends ~~a trade name Requisite Technologies. Requisite Technologies will be dedicated~~ to ~~producing~~sell health and ~~selling premium oil~~wellness products, ~~tinctures,~~through ~~capsules,~~its ~~edibles,~~retail ~~and topicals~~operations. ~~Our~~The ~~mission is to grow one of the best hemp plants and produce high-quality infused~~ products tooffered ~~provide~~for ~~customers~~sale ~~with products and services they trust. We expect that, when established, Requisite Technologies~~ will ~~have~~also reflect the ~~ability~~shift toin ~~grow~~strategy ~~hemp~~of ~~year-round, aiming to grow up to 12 different strains, and can produce from seedling to finished product~~TCRG.

Corporate History

~~TCG~~ TCRG is a Delaware corporation. It was formed to engage in the hemp business. In January 2021, it acquired a fifty-one percent (51%) interest in Atlanta CBD, a Georgia company that engaged in the hemp business. ~~TCG~~TCRG’s 51% interest in Atlanta CBD is its only business operation at this time. However, ~~TCG~~TCRG’s plan is to build on its current business by ~~acquiring~~expanding ~~assets~~into ~~from~~the ~~companies~~health ~~actively engaged in hemp cultivation to develop~~ and ~~grow~~wellness ~~its hemp business~~market. Potential assets for acquisition, include, CBD cultivation, processing, and distribution equipment, and infrastructure from companies that grow and develop CBD and other health related products for the consumer market. These assets will be used to develop and grow ~~TCG~~TCRG’s ~~hemp~~ business and will also support and further develop Atlanta CBD’s operations. ~~TCG~~TCRG plans to use a combination of equity (common stock), and funds raised from private placements to acquire assets to develop and grow its ~~hemp~~health and wellness business.

Atlanta CBD is a family-owned business, founded in October 2018. It was born from the desire to offer people an alternative approach to good health. ~~They~~Atlanta ~~are~~CBD started out as a CBD boutique, offering many leading brands of hemp extracts. Atlanta CBD began ~~planning~~operating ~~for~~ a retail hemp store in ~~September of 2018~~2019. Cannabis sativa (hemp) extracts were chosen because the founders believe the extracts have the potential to help people. Knowledge gained since opening a retail location in June of 2019 has given them a greater understanding of the industry and the people that purchase hemp products. Atlanta CBD is committed to increasing public awareness of CBD and helping grow the hemp community statewide, where possible.

~~TCG~~ TCRG plans to ~~primarily~~provide ~~grow~~cutting-edge, ~~innovative hemp~~sustainable, and ineffective ~~the~~health ~~future intends to source up to 15% of its hemp through a network of local farms to encourage~~ and ~~promote~~wellness ~~diversity within our community. TCG~~options, ~~working~~such ~~with~~as ~~Atlanta~~focused ~~CBD,~~wellness ~~also~~products ~~intends to grow hemp~~ and ~~develop proprietary hemp genetics to be used in supplying stores as well as, working with local/ regional farmers to grow the bulk of hemp needed for retail products~~wellness technology.

Atlanta CBD also offers for sale a majority of its products direct to consumers via its website, https://innomedicinals.com. Consumer markets served by the INNO Medicinals website are extensive. In terms of geography, the products are only sold wherever legal and INNO Medicinals stipulates to its distribution channels that the products may only be sold to end-user persons eighteen years of age or older and residing in states that allow its products (See “Description of Our Business” – “Government Regulation” for a further explanation of the laws regarding the sale of hemp-derived CBD products). The CBD products sold by Atlanta CBD contain no more than the legal limit of .03 % Delta 9 THC and is legal under federal law, however state law does not always coincide with federal law as in the states of Idaho, Iowa, and South Dakota, where CBD is entirely illegal. THC products derived from hemp are legal in many states and covered under the FARM BILL of 2018, but in Alaska, Arizona, Arkansas, California, Colorado, Connecticut, Delaware, Kentucky, Idaho, Iowa, Mississippi, Montana, New York, Nevada, Rhode Island, Utah, Vermont, Washington, Michigan, and North Dakota it is illegal and therefore, Atlanta CBD does not ship such products to those states, and discloses this and warn consumers of the restrictions on the INNO Medicinals website. The legal landscape for some hemp derived products is uncertain and must be considered on a state-by-state basis. The Company and Atlanta CBD stay informed of regulatory changes with respect to hemp through hemp related groups such as the US Hemp Authority.

~~TCG~~ TCRG owns 51% of Atlanta CBD. Pursuant to the acquisition agreement between ~~TCG~~TCRG and Atlanta CBD, ~~TCG~~TCRG is entitled to 51% of the net profits from the operations of Atlanta CBD.

4Floretta Gogo and Xavier Carter own the remaining 49% of Atlanta CBD. Ms. Gogo and Mr. Carter each own approximately 18% of the outstanding common stock of TCRG. Ms. Gogo and Mr. Carter are the President and Chief Executive Officer of TCRG and the Chief Financial Officer of TCRG, respectively. They both run the day-to-day operations of Atlanta CBD as well as the day-to-day operations of TCRG.

~~Table of Contents~~4

~~Floretta~~Table ~~Gogo and Xavier Carter, owns the remaining 49%~~ of Atlanta CBD. Ms. Gogo and Mr. Carter each own approximately 19% of the outstanding common stock of the TCG. Ms. Gogo and Mr. Carter are the President and Chief Executive Officer of TCG and the Chief Operating Officer of TCG, respectively. They both run the day-to-day operations of Atlanta CBD as well as the day-to-day operations of TCG.Contents

Ms. Gogo and Mr. Carter have each signed a Conflict-of-Interest agreement with ~~TCG~~TCRG and Atlanta CBD to prevent any type of self-dealing by the parties, and to prevent Ms. Gogo and Mr. Carter from exerting undue influence over the operations of Atlanta CBD by virtue of their holdings in ~~TCG~~TCRG. Ms. Gogo and Mr. Carter has each agreed to recuse themselves for voting their interest in ~~TCG~~TCRG in connection with the election of nominees to Atlanta CBD’s Board of Directors or with any change of control events involving Atlanta CBD. The Conflict-of-Interest agreement is a good faith effort by the parties to balance the involvement of Ms. Gogo and Mr. Carter with both ~~TCG~~TCRG and Atlanta CBD. While the Conflict-of-Interest agreement does not prevent Ms. Gogo and Mr. Carter from taking actions that prioritize the interests of Atlanta CBD at the expense of the interests of ~~TCG~~TCRG, ~~TCG~~TCRG is the culmination of their goal to grow into a vertically integrated company. It is therefore in the best interest of ~~TCG~~TCRG and Atlanta CBD to work towards the same goal, to ensure the growth and stability of ~~TCG~~TCRG. Ms. Gogo and Mr. Carter place the upmost importance on the success of ~~TCG~~TCRG, however, the Conflict-of-Interest agreement cannot guarantee that they will not take actions that prioritize the interests of Atlanta CBD over the interests of ~~TCG~~TCRG.

Atlanta CBD has ~~outstanding~~ 1,518 shares of preferred stock outstanding. The preferred stock has redeemable features that allow the ~~preferred~~ shareholders to request repayment of their investment. The ~~preferred~~ shareholders are also entitled to profit distributions equal to the lesser of (i) 25% interest on their investment, or (ii) the difference between the ownership percentage of management and 50%, which will be distributed to management, until a 35% profit goal achieved. ~~Preferred~~Shareholders ~~shareholders~~ are entitled to a return of their investment upon 15 days’ notice given to Atlanta CBD after any distribution. Atlanta CBD’s ~~preferred~~ stock is not convertible into shares of ~~Atlanta CBD~~TCRG’s common stock, and to date Atlanta CBD has not made any profit distributions to such preferred shareholders. ~~Preferred~~Shareholders ~~shareholders~~ may also receive interest, which is capped at thirty-five percent (35%) of the ~~preferred~~ shareholders’ interest.

Product Formulation and Production

~~Atlanta CBD~~ TCRG uses its commercial suppliers and contract manufacturers for its product research and development, formulation, quality testing, production and packaging. Through Atlanta CBD, ~~TCG~~TCRG has access to the suppliers and manufacturers used by Atlanta CBD and ~~TCG~~TCRG will utilize these relationships as we develop and grow our ~~own~~health ~~hemp~~and wellness business. These suppliers and manufacturers hold, as required, the necessary regulatory and other licenses/permits specific to each one’s activity. Atlanta CBD outsources fulfillment as well. In addition to direct sales, Atlanta CBD, has the option to drop ship its products. This allows the third-party supplier to ship the merchandise directly to such customers. Any and all raw materials constituting active ingredients in its products are routinely tested by a third-party laboratory for purity and consistency of active ingredient concentrations. Atlanta CBD owns its own propriety formulas for certain bath bombs, bath salts and soaps that it manufactures, which it regards as trade secrets (TCG and Atlanta CBD do not own any patents nor have any pending), and continuously is engaged in both new product development and product incremental improvement with its suppliers. While these branded products are only 5% of sales, they help bring customers into the store Atlanta CBD’s name, reputation and unique branded products promote a positive shopping experience for customers. New product development and incremental improvement costs are absorbed by each respective supplier as part of their overhead in providing services to Atlanta CBD. Raw materials include terpenes, hemp flower, and CBD oil. Atlanta CBD’s principal suppliers of these materials are Sweet Leaf, Life Cycle Hemp, Flow Gardens, American Indian Hemp, and Bluebird Botanicals. Raw materials are available upon request to our suppliers and there are no written agreements between our suppliers, TCG or Atlanta CBD.

Sales Channels

~~Holistic~~The company ~~healers~~plans ~~are~~to ~~very~~sell ~~accepting of CBD~~ and distribute its ~~benefits, making them a good fit for CBD~~ products. ~~TCG,~~ through ~~Atlanta~~online ~~CBD~~distribution ~~intends~~channels, toalong ~~establish relationships~~ with ~~holistic~~products ~~healers~~sold ~~and acupuncturists that attended their CBD seminars. The goal is to work with a small group of six to twelve practitioners and collaborate~~ on ~~creating~~the aINNO ~~sales~~Medicinals website ~~channel~~in ~~within~~order ~~their networks. There is a proliferation of small businesses that sell CBD products. From 2020~~ to ~~2021~~build ~~the Atlanta CBD had~~ an ~~agreement~~audience ~~with~~for ~~Cryogenics where it was selling~~ its products inbefore ~~Cryogenics~~entering ~~stores.~~retail ~~The relationship was not profitable, and Atlanta CBD discontinued the relationship in 2021~~locations. ~~Neither TCG nor Atlanta CBD currently have any relationships with holistic healers or acupuncturists, but TCG intends to pursue this sales channel in the future.~~

The Markets for Our Products

~~Market~~The Company’s ~~research~~focus ~~from~~is ~~BDS~~on ~~Analytics~~products isthat ~~predicting~~address aconsumers’ ~~compound~~specific ~~annual~~wellness ~~growth~~goals, ~~rate~~aligning ofwith 49the ~~percent~~growing bydemand ~~2024~~for ~~across~~functional nutrition ~~all~~and ~~distribution~~hydration ~~channels~~solutions. ~~and~~Functional ~~that~~food occupies a significant share of the ~~CBD~~health and wellness foods market, ~~combined~~expected ~~with~~to account ~~THC~~for ~~products,~~43.7% ~~will~~in ~~create~~2025 with a ~~total~~CAGR ~~market~~from 2023 to 2035 of ~~$45~~6.3%. ~~billion~~The ~~for~~global ~~cannabinoids~~digital byhealth and wellness market size was valued at approximately USD 349.39 billion in 2024 and is expected to reach USD 1663.33 ~~(Forbes,~~billion ~~May~~by 202033, ~~2019~~growing at a compound annual growth rate (CAGR) of about 18.93% from 2025 to 2033 according to Business Research Insights. The global wellness apps market size was valued at USD 11.27 billion in 2024 and is projected to grow at a compound annual growth rate (CAGR) of 14.9% from 2025 to 2030.

5The integration of technology into health and wellness presents immense opportunities for market growth. Digital platforms enable individuals to monitor and manage their health conveniently. Consumers are driven by the desire for health benefits, improved hydration, natural and clean-label ingredients, and personalized nutrition solutions that fit their lifestyle needs.

~~Table of Contents~~Competition

The market ~~growth~~for ofhealth ~~the~~and ~~market~~wellness ~~shows~~goods ~~that~~has ~~hemp-derived~~strong ~~CBD~~competition, ~~products~~with numerous major competitors. Businesses are ~~becoming~~concentrating ~~“mainstream”~~on asquality, innovation, ~~consumers~~and ~~increasingly~~adapting ~~perceive~~to ~~them~~shifting ascustomer ~~providing~~needs. Some of the key companies manufacturing health and wellness ~~benefits~~foods include Nestlé S.A., Danone S.A., PepsiCo Inc., General Mills Inc., GlaxoSmithKline PLC, Abbott Laboratories, Herbalife Nutrition Ltd., Archer Daniels Midland Company and others.

~~Competition~~The global functional beverage market is highly competitive. There are continuous new technologies due to ongoing R&D and efforts by value chain participants. Some key players in the beverage market are PepsiCo Inc., Reb Bull GmbH, The Coca-Cola Company, Danone SA, Monster Beverage Corporation, JAB Holdings Company, General Nutrition Centers Inc. The Hain Celestial Group Inc., Fonterra Co-operative Group, and Amway Corporation.

Currently, in the United States, we are not aware of any businesses that can demonstrate or claim a dominant market share of the growing CBD products market. Competition, outside those companies that provide over 0.3% THC containing CBD in states where that is allowed under state law, is limited to numerous brands with geocentric distribution footprints. Overall, there are no major pharmaceutical manufacturing companies marketing general purpose CBD products into the overall CBD market at this time, although the Company is expecting such an entry in the future. Competition also includes many small regional marketers/packagers of CBD oil containing products that have limited distribution and economic resources.5

~~Employees~~Table of Contents

~~The Company has 3 full-time employees.~~Employees

~~Patents~~The Company ~~and~~has ~~Trademarks~~3 full-time employees.

~~The~~Patents and ~~Company holds no patents or trademarks, nor at this time, has any patent or trademarks pending.~~Trademarks

~~Government~~The Company ~~Regulation~~holds no patents or trademarks, nor, at this time, has any patent or trademarks pending.

~~The Company’s CBD Products Are Not Subject to the Controlled Substances Act~~Government Regulation

~~The~~CBD Products ~~Agriculture~~are ~~Improvement~~not ~~Act~~subject ofto ~~2018 (“AIA” or “~~the ~~Act”) exempted hemp-derived cannabidiol products (“hemp-derived CBD products”) from the federal~~ Controlled Substances Act ~~(“CSA”)~~. Speciﬁcally, the AIA, also known as the Farm Bill of 2018, established a legal deﬁnition of “hemp”: the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol [∆-9 THC] concentration of not more than 0.3% on a dry weight basis.

The Agriculture Improvement Act ~~amends~~of 2018 (“AIA” or “the ~~CSA~~Act”) toexempted ~~exclude~~hemp-derived cannabidiol products (“hemp-derived CBD products”) from the ~~deﬁnition~~federal ofControlled Substances Act (“~~marihuana.~~CSA”). ItSpecifically, the AIA, also ~~amended~~known as the ~~CSA~~Farm Bill toof ~~exclude~~2018, ~~THC~~established ~~found~~a inlegal definition of “hemp”: ~~from~~ the ~~“tetrahydrocannabinols”~~plant ~~listed~~Cannabis insativa ~~Schedule I~~L. ~~Therefore,~~and ~~hemp-derived~~any ~~CBD~~part ~~products~~of that ~~contain~~plant, ~~less~~including the ~~than~~seeds ~~less~~thereof ~~than~~and ~~0.3%~~all ofderivatives, ~~∆-9~~extracts, ~~THC~~cannabinoids, ~~such~~isomers, asacids, ~~those~~salts, ~~marketed~~and bysalts ~~the~~of ~~Company~~isomers, ~~are~~whether ~~not~~growing ~~controlled~~or ~~substances~~not, ~~under~~with a ~~the~~delta-9 ~~CSA.~~tetrahydrocannabinol ~~These~~[∆-9 ~~amendments~~THC] toconcentration ~~the~~of ~~CSA~~not ~~took~~more ~~immediate~~than ~~effect~~0.3% on ~~December~~a ~~20,~~dry ~~2018~~weight basis.

ByThe Act ~~way~~amends the CSA to exclude “hemp” from the definition of ~~background,~~“marihuana.” It also amended the CSA ~~establishes~~to ~~ﬁve~~exclude THC found in “~~schedules~~hemp” ~~into~~from ~~which~~the a“tetrahydrocannabinols” ~~substance~~listed ~~with~~in ~~abuse~~Schedule ~~potential~~I. ~~may~~Therefore, behemp-derived ~~classiﬁed.~~CBD ~~Substances~~ products that ~~fall~~contain ~~under~~less ~~any~~than ~~one~~less than 0.3% of ~~the~~∆-9 ~~ﬁve~~THC, ~~schedules~~such as those marketed by the Company, are ~~subject~~not tocontrolled ~~various~~substances ~~requirements~~under ~~and~~the CSA. ~~restrictions~~These ~~enforced~~amendments byto the CSA took immediate effect on December 20, 2018.

~~U.S.~~By way ~~Drug~~of ~~Enforcement~~background, ~~Administration~~the ~~(“DEA”).~~CSA ~~The~~establishes ~~most~~five ~~restrictive~~“schedules” isinto ~~Schedule I,~~ which isa ~~reserved~~substance ~~for~~with ~~those~~abuse ~~substances having a high~~ potential ~~for~~may ~~abuse~~be classified. Substances that dofall ~~not~~under ~~have~~any aone ~~currently~~of ~~accepted~~the ~~medical~~five ~~use,~~schedules ~~and~~are ~~that~~subject ~~lack~~to ~~accepted~~various ~~safety~~requirements ~~for~~and ~~use~~restrictions ~~under~~enforced ~~medical~~by ~~supervision.~~the

~~Marijuana has long been classiﬁed under Schedule I~~U.S. Drug ~~Previously,~~Enforcement ~~DEA~~Administration ~~took the position that CBD met the expansive deﬁnition of~~ (“~~marijuana~~DEA”,). ~~which~~The ~~made~~most itrestrictive ~~subject~~is to Schedule I ~~as well. Speciﬁcally~~, ~~DEA~~which ~~created~~is areserved ~~code number in Schedule I~~ for ~~“marihuana~~those ~~extract,”~~substances ~~deﬁned~~having a ashigh ~~“an~~potential ~~extract~~for ~~containing~~abuse ~~one or more cannabinoids~~ that ~~has~~do ~~been~~not ~~derived~~have ~~from~~a ~~any~~currently ~~plant~~accepted ofmedical ~~the genus Cannabis~~use, ~~other than the separated resin (whether crude or puriﬁed) obtained from the plant.” DEA made clear that the agency considered CBD to fall within the deﬁnition of “x’ extract” (~~and ~~to therefore be a Schedule I substance) if the CBD came from the part of the cannabis plant~~ that islack ~~included~~accepted ~~within~~safety ~~the~~for ~~deﬁnition~~use ofunder ~~“marijuana~~medical supervision.”

6Marijuana has long been classified under Schedule I. Previously, DEA took the position that CBD met the expansive definition of “marijuana”, which made it subject to Schedule I as well. Specifically, DEA created a code number in Schedule I for “marihuana extract,” defined as “an extract containing one or more cannabinoids that has been derived from any plant of the genus Cannabis, other than the separated resin (whether crude or purified) obtained from the plant.” DEA made clear that the agency considered CBD to fall within the definition of “x’ extract” (and to therefore be a Schedule I substance) if the CBD came from the part of the cannabis plant that is included within the definition of “marijuana.”

~~Table~~The passage of ~~Contents~~the AIA confirms that hemp-derived CBD products are now excluded from the CSA. As noted above, the AIA amended the definition of “marihuana” as follows:

~~The~~(A) ~~passage~~Subject to subparagraph (B), the term ‘marihuana’ means all parts of the ~~AIA~~plant ~~conﬁrms~~Cannabis ~~that~~sativa ~~hemp-derived~~L., ~~CBD~~whether ~~products~~growing ~~are~~or ~~now~~not; ~~excluded~~the ~~from~~seeds thereof; the ~~CSA.~~resin Asextracted ~~noted~~from ~~above~~any part of such plant; and every compound, ~~the~~manufacture, ~~AIA~~salt, ~~amended~~derivative, ~~the~~mixture, ~~deﬁnition~~or preparation of ~~“marihuana”~~such asplant, ~~follows:~~its seeds to resin.

(~~A) Subject to subparagraph (~~B), ~~the~~The term ‘marihuana’ ~~means~~does ~~all parts of the plant Cannabis sativa L., whether growing or~~ not; ~~the seeds thereof; the resin extracted from any part of such plant; and every compound, manufacture, salt, derivative, mixture, or preparation of such plant, its seeds to resin.~~include—

(Bi) ~~The~~hemp, ~~term~~as ~~‘marihuana’~~defined ~~does~~in ~~not~~section ~~include—~~297A of the Agricultural Marketing Act of 1946.

~~(i)~~I. ~~hemp,~~Limits ~~as deﬁned in section 297A~~ of the ~~Agricultural Marketing Act of 1946.~~AIA

I.Although the ~~Limits~~AIA ofremoved “hemp” from the ~~AIA~~CSA, the Act has limitations.

~~Although~~a. ~~the~~Products ~~AIA~~containing ~~removed~~more ~~“hemp”~~than ~~from~~0.3% ~~the~~of ~~CSA,~~9∆-THC ~~the~~are ~~Act~~still ~~has~~subject ~~limitations~~to the CSA.

~~a. Products containing more than 0.3% of 9∆-THC still subject to the CSA.~~6

~~Notably,~~Table ~~the AIA’s exclusion~~ of “hemp” from the CSA deﬁnition of “marihuana” is limited to those parts, derivatives, or extracts of the plant containing less than 0.3% of 9∆-THC. Parts, derivatives, and extracts containing levels of 9∆-THC greater than 0.3% meet the deﬁnition of marihuana and are subject to the CSA. Consequently, manufacturers and distributors of CBD products must be prudent with respect to verifying the levels of 9∆-THC in products.Contents

~~The~~Notably, the ~~passage~~AIA’s exclusion of “hemp” from the ~~AIA~~CSA ~~conﬁrms~~definition ~~that~~of ~~hemp-derived~~“marihuana” ~~CBD~~is ~~products~~limited ~~are~~to ~~now~~those ~~excluded~~parts, ~~from~~derivatives, or extracts of the ~~CSA~~plant containing less than 0.3% Asof ~~noted~~9∆-THC. ~~above~~Parts, ~~the~~derivatives, ~~AIA~~and ~~amended~~extracts containing levels of 9∆-THC greater than 0.3% meet the ~~deﬁnition~~definition of “marihuana” asand ~~follows:~~are subject to the CSA. Consequently, manufacturers and distributors of CBD products must be prudent with respect to verifying the levels of 9∆-THC in products.

~~(C)~~The passage ~~Subject to subparagraph (B), the term ‘marihuana’ means all parts~~ of the ~~plant~~AIA ~~Cannabis~~confirms ~~sativa~~that ~~L.,~~hemp-derived ~~whether~~CBD ~~growing~~products orare ~~not;~~now ~~the~~excluded ~~seeds~~from ~~thereof;~~ the ~~resin~~CSA. ~~extracted~~As ~~from~~noted ~~any part of such plant; and every compound~~above, ~~manufacture,~~the ~~salt,~~AIA ~~derivative,~~amended ~~mixture,~~the ~~or preparation~~ definition of ~~such~~“marihuana” ~~plant,~~as ~~its seeds to resin.~~follows:

(DC) ~~The~~Subject to subparagraph (B), the term ‘marihuana’ ~~does~~means all parts of the plant Cannabis sativa L., whether growing or not; ~~include—~~the seeds thereof; the resin extracted from any part of such plant; and every compound, manufacture, salt, derivative, mixture, or preparation of such plant, its seeds to resin.

(iD) ~~hemp,~~The asterm ~~deﬁned~~‘marihuana’ indoes ~~section~~not ~~297A of the Agricultural Marketing Act of 1946.~~include—

~~II.~~(i) ~~Limits~~hemp, as defined in section 297A of the ~~AIA~~Agricultural Marketing Act of 1946.

~~Although~~II. ~~the~~Limits ~~AIA~~of ~~removed “hemp” from~~ the ~~CSA, the Act has limitations.~~AIA

a.Although the ~~Products~~AIA ~~containing~~removed ~~more~~“hemp” ~~than~~from ~~0.3%~~the ofCSA, ~~9∆-THC~~the ~~still~~Act ~~subject~~has ~~to the CSA~~limitations.

~~Notably,~~a. ~~the~~Products ~~AIA’s exclusion of “hemp” from the CSA deﬁnition of “marihuana” is limited to those parts, derivatives, or extracts of the plant~~ containing ~~less~~more than 0.3% of 9∆-THC. ~~Parts, derivatives, and extracts containing levels of 9∆-THC greater than 0.3% meet the deﬁnition of marihuana and~~ are still subject to the CSA. ~~Consequently, manufacturers and distributors of CBD products must be prudent with respect to verifying the levels of 9∆-THC in products.~~

bNotably, the AIA’s exclusion of “hemp” from the CSA definition of “marihuana” is limited to those parts, derivatives, or extracts of the plant containing less than 0.3% ~~Hemp~~of ~~production~~9∆-THC. Parts, derivatives, and ~~cultivation~~extracts ~~restrictions~~containing levels of 9∆-THC greater than 0.3% meet the definition of marihuana and are subject to the CSA. Consequently, manufacturers and distributors of CBD products must be prudent with respect to verifying the levels of 9∆-THC in products.

~~The~~b. ~~AIA~~Hemp ~~requires the establishment of a shared Federal-state program to regulate the cultivation and~~ production ~~of hemp. The USDA is actively engaged in rulemaking efforts to implement these requirements~~ and ~~state laws are evolving in response. Our Company is not involved in the~~ cultivation ~~or production of hemp; however, we recognize that new rules will impact the industry as a whole and we are closely monitoring the USDA’s rulemaking efforts.~~restrictions

c.The AIA ~~Hemp~~requires the establishment of a shared Federal-~~derived~~state ~~CBD~~program ~~remains~~to ~~subject~~regulate the cultivation and production of hemp. The USDA is actively engaged in rulemaking efforts to ~~FDA~~implement ~~regulatory~~these ~~authority~~requirements and state laws are evolving in response. Our Company is not involved in the cultivation or production of hemp; however, we recognize that new rules will impact the industry as a whole and we are closely monitoring the USDA’s rulemaking efforts.

~~Further,~~c. ~~The~~Hemp-derived ~~Federal~~CBD ~~Food,~~remains ~~Drug~~subject ~~and Cosmetic Act (“FDCA”) and the AIA authorize the FDA~~ to ~~regulate the marketing and distribution of hemp products in interstate commerce that are intended for consumption, including topical use. Pursuant to its jurisdiction,~~ FDA ~~may~~regulatory regulate hemp as a feed, food, dietary supplement, cosmetic or drug depending on the intended use of the hemp and whether the hemp is otherwise a permissible ingredient for a particular intended use. The AIA expressly preserves the FDA’s authority ~~over “hemp” that is intended to be used as a drug, device, cosmetic, food (including animal food), dietary supplement, or tobacco product.~~

7Further, The Federal Food, Drug and Cosmetic Act (“FDCA”) and the AIA authorize the FDA to regulate the marketing and distribution of hemp products in interstate commerce that are intended for consumption, including topical use. Pursuant to its jurisdiction, FDA may regulate hemp as a feed, food, dietary supplement, cosmetic or drug depending on the intended use of the hemp and whether the hemp is otherwise a permissible ingredient for a particular intended use. The AIA expressly preserves the FDA’s authority over “hemp” that is intended to be used as a drug, device, cosmetic, food (including animal food), dietary supplement, or tobacco product.

~~Table~~Generally, hemp-derived CBD products that are intended for ingestion and intended to support the normal function/structure of ~~Contents~~the body or added as an ingredient in food, may be considered a dietary supplement or conventional food under the FDCA. However, FDA has taken the position through advisory Warning Letters that CBD products are precluded from being marketed as dietary supplements or as food because CBD is subject to statutory exclusions designed to protect the integrity of the drug approval process.

Generally, hemp-derived CBD products that are intended for ingestion and intended to support the normal function/structure of the body or added as an ingredient in food, may be considered a dietary supplement or conventional food under the FDCA. However, FDA has taken the position through advisory Warning Letters that CBD products are precluded from being marketed as dietary supplements or as food because CBD is subject to statutory exclusions designed to protect the integrity of the drug approval process.7

~~Speciﬁcally,~~Table ~~the statutory deﬁnition~~ of a “dietary supplement” excludes an “article” that has been approved as a drug under section 505 of the FDCA. The term “dietary supplement” also excludes “an article” if (1) it has been authorized for investigation as a new drug; (2) substantial clinical investigations have been instituted on the article and their existence made public; and (3) it was not marketed as a food or dietary supplement prior to being authorized for investigation as a new drug. For purposes of this exclusion, the FDA has interpreted “authorized for investigation as a new drug” to mean that an Investigational New Drug application (“IND”) has been submitted for the active ingredient or active moiety.Contents

~~FDA has taken~~ Specifically, the ~~position~~statutory ~~that~~definition ~~hemp-derived~~of ~~CBD~~a ~~cannot be marketed as~~ “dietary supplement” ~~because~~excludes aan ~~CBD~~“article” ~~isolate~~that has been approved as a drug, under ~~Epidiolex,~~section ~~and~~505 ~~prior~~of tothe ~~approval,~~FDCA. ~~was~~The ~~subject~~term to“dietary ~~substantial~~supplement” ~~clinical~~also ~~investigations~~excludes ~~under~~ “an ~~IND.~~article” ~~Further,~~if ~~FDA~~(1) it has ~~stated~~been ~~that~~authorized for itinvestigation ~~has~~as ~~not~~a ~~been~~new ~~provided~~drug; ~~with~~(2) ~~the~~substantial ~~evidence~~clinical ~~needed~~investigations tohave ~~overcome~~been ~~this~~instituted ~~exclusion.~~on ~~The~~the ~~FDA~~article ~~asserts~~and ~~this~~their ~~same~~existence ~~position~~made public; ~~with~~and ~~regard~~(3) toit ~~products~~was not marketed as a food ~~under~~or adietary ~~separate,~~supplement ~~but~~prior ~~identical,~~to ~~statutory~~being ~~provision~~authorized ~~applicable~~for toinvestigation ~~“food”~~as ~~broadly~~a new drug. AsFor ~~such~~purposes of this exclusion, the FDA ~~takes~~has ~~the~~interpreted ~~position~~“authorized for investigation as a new drug” to mean that ~~hemp-derived~~an ~~CBD~~Investigational ~~products~~New Drug ~~intended~~application (“IND”) has been submitted for ~~ingestion~~the ~~may~~active beingredient ~~adulterated~~or active moiety.

~~That being said,~~ FDA has ~~yet~~taken ~~to take enforcement action against CBD products and has initiated a regulatory process to determine whether there is a regulatory pathway to permit~~ the ~~marketing~~position ofthat ~~these products. Indeed, FDA in recognizing the signiﬁcant increase in~~ hemp-derived CBD ~~products~~cannot onbe ~~the~~marketed ~~market,~~as ~~the~~dietary ~~Agency~~supplement ~~held~~because a ~~public~~CBD ~~meeting~~isolate onhas ~~May~~been ~~31,~~approved ~~2019~~as ~~requesting~~a ~~scientiﬁc~~drug, Epidiolex, ~~information~~ and ~~data~~prior ~~regarding~~to ~~the safety~~approval, ~~manufacturing,~~was ~~product~~subject ~~quality,~~to ~~marketing,~~substantial ~~labeling,~~clinical ~~and~~investigations ~~sale~~under ofan ~~products containing hemp-derived CBD~~IND. ItFurther, ~~further~~FDA ~~requested~~has stated that ~~comments~~it behas not ~~ﬁled~~been provided with the ~~agency~~evidence byneeded ~~July~~to 2,overcome ~~2019~~this exclusion. ~~This~~The ~~meeting~~FDA ~~and~~asserts ~~request~~this ~~for~~same ~~comments~~position ~~signaled~~with ~~FDA’s~~regard ~~intent~~ to ~~consider~~products ~~various~~marketed as ~~regulatory~~food ~~options~~under ~~for~~a ~~CBD products~~separate, ~~including~~ but ~~not~~identical, ~~limited~~statutory toprovision ~~(1)~~applicable ~~requiring companies~~ to ~~seek~~“food” ~~approval~~broadly. toAs ~~market~~ such, ~~product;~~FDA ~~(2)~~takes ~~issuing regulations setting forth~~ the ~~conditions~~position that ~~which such products may be marketed in food and dietary supplements; or (3) prohibiting the use of~~ hemp-derived CBD inproducts ~~foods~~intended ~~and~~for ~~dietary~~ingestion ~~supplements.~~may ~~With~~be ~~that said, there is signiﬁcant regulatory uncertainty around this category which makes it diﬃcult to predict the likely outcome of this process FDA has initiated~~adulterated.

dThat being said, FDA has yet to take enforcement action against CBD products and has initiated a regulatory process to determine whether there is a regulatory pathway to permit the marketing of these products. ~~Hemp~~Indeed, FDA in recognizing the significant increase in hemp-derived CBD products on the market, the Agency held a public meeting on May 31, 2019 requesting scientific information and data regarding the safety, manufacturing, product quality, marketing, labeling, and sale of products containing hemp-derived CBD. It further requested that comments be filed with the agency by July 2, 2019. This meeting and request for comments signaled FDA’s intent to consider various regulatory options for CBD products, ~~are~~including ~~subject~~but not limited to ~~regulation~~(1) onrequiring companies to seek approval to market such product; (2) issuing regulations setting forth the ~~state~~conditions ~~level~~which such products may be marketed in food and dietary supplements; or (3) prohibiting the use of hemp-derived CBD in foods and dietary supplements. With that said, there is significant regulatory uncertainty around this category which makes it difficult to predict the likely outcome of this process FDA has initiated.

~~Although~~d. ~~the AIA provided clarity regarding the status of hemp~~Hemp-derived CBD ~~under~~products ~~the~~are ~~federal~~subject ~~CSA,~~to ~~the~~regulation ~~AIA~~on ~~did not address~~ the ~~myriad of~~ state ~~laws and regulations governing such products~~level. ~~For example, hemp-derived CBD still meets the deﬁnition of a controlled substance under certain laws.~~

~~The~~Although the ~~Cannaisseur~~AIA ~~Group,~~provided ~~Inc.,~~clarity isregarding athe ~~Delaware~~status ~~corporation~~of hemp-derived CBD under the federal CSA, the AIA did not address the myriad state laws and regulations governing such products. For example, hemp-derived CBD still meets the ~~operator~~definition of ~~the~~a ~~website,~~controlled ~~https://thecannaisseurgroup~~substance under certain laws.~~com/.~~

8Our health and wellness products are regulated by the Food and Drug Administration (FDA)

~~Table~~We are subject to the rules of ~~Contents~~the FDA under the Federal Food, Drug, and Cosmetic Act, which regulates the formulation, manufacturing, packaging, labeling, and distribution of food, dietary supplements, drugs, cosmetic, medical devices, biologics, and tobacco products. The FDA regulates the wellness industry by focusing on the safety, efficacy, and security of products like dietary supplements, food, beverages, drugs, medical devices, and cosmetics, ensuring they are safe for consumers and accurately labeled, while also providing information to support healthy choices.

~~Item~~The Cannaisseur 1AGroup, Inc., ~~Risk~~is ~~Factors~~a Delaware corporation, and the operator of the website, https://thecannaisseurgroup.com/.

An investment in our common stock involves a high degree of risk. An investor should carefully consider the following risk factors and the other information in this registration statement before investing in our common stock. Our business and results of operations could be seriously harmed by any of the following risks.8

ATable ~~pandemic, epidemic or outbreak~~ of ~~an infectious disease in the markets in which the Company operates or that otherwise impacts its facilities and customers could adversely impact the Company’s business.~~Contents

If a pandemic, epidemic, or outbreak of an infectious disease including the recent outbreak of respiratory illness caused by a novel coronavirus (COVID-19) first identified in Wuhan, Hubei Province, China, or other public health crisis were to affect the Company’s markets or facilities, or its customers, the Company’s business could be adversely affectedItem 1A. ~~Consequences~~Risk of the coronavirus outbreak are resulting in disruptions in or restrictions on the Company’s ability to travel and hold live events. If such an infectious disease broke out at the Company’s office, facilities or work sites, its operations may be affected significantly, its productivity may be affected, and the Company may incur increased costs. If the persons and entities with which the Company contracts are affected by an outbreak of infectious disease, its live events may be delayed or cancelled, and the Company may incur increased costs. If the Company’s employees or subcontractors with whom it works were affected by an outbreak of infectious disease, the Company’s labor supply may be affected, and it may incur increased labor costs. In addition, the Company may experience difficulties with certain suppliers or with vendors in its supply chains, and its business could be affected if the Company becomes unable to procure essential equipment, supplies or services in adequate quantities and at acceptable prices. Further, an infectious outbreak may cause disruption to the U.S. economy, or the local economies of the markets in which the Company operates, increase costs associated with its business, affect job growth and consumer confidence, or cause economic changes that the Company cannot anticipate. Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to the Company’s markets or its facilities is difficult to predict and could adversely impact the Company’s business. In response to the COVID-19 situation, federal, state, and local governments (or other governments or bodies) are considering placing, or have placed, restrictions on travel and conducting or operating business activities. Currently those restrictions are very fluid and evolving. the Company has been and will continue to be impacted by those restrictions. Given that the type, degree, and length of such restrictions are not known at this time, the Company cannot predict the overall impact of such restrictions on it, its customers, its subcontractors, and others with whom the Company works or the overall economic environment. As such, the impact these restrictions may have on the Company’s financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may be material. In addition, due to the speed with which the COVID-19 situation is developing and evolving, there is uncertainty around its ultimate impact on public health, business operations and the overall economy; therefore, the negative impact on the Company’s financial position, operating results and liquidity cannot be reasonably estimated at this time, but the impact may be material.Factors

~~Our~~An investment ~~industry~~in ~~may~~our ~~become~~common ~~subject~~stock toinvolves ~~expanded~~a ~~regulation~~high ~~and~~degree ~~increased~~of ~~enforcement~~risk. byAn investor should carefully consider the ~~Food~~following risk factors and ~~Drug~~the other ~~Administration~~information ~~(FDA)~~in this registration statement before investing in our common stock. Our business and ~~the~~results ~~Federal~~of ~~Trade~~operations ~~Commission~~could ~~(FTC)~~be seriously harmed by any of the following risks.

~~The FDA under the Federal Food~~A pandemic, ~~Drug,~~epidemic ~~and~~or ~~Cosmetic~~outbreak ~~Act regulates the formulation, manufacturing, packaging, labeling, and distribution~~ of ~~food,~~an ~~dietary~~infectious ~~supplements,~~disease drugs, cosmetic, medical devices, biologics, and tobacco products. Our hemp-derived CBD products are not intended to be drugs. Accordingly, we have not been required to obtain FDA approval for our existing hemp-derived CBD products. Moreover, the regulatory status of hemp-derived CBD products is in ~~a state of flux as FDA attempts to determine~~ the ~~appropriate~~markets ~~manner~~ in which ~~to regulate these products. Thus,~~ the ~~regulatory~~Company ~~approach~~operates isor ~~still~~that ~~evolving,~~otherwise ~~and~~impacts weits ~~may be required to seek FDA’s approval to market food~~ facilities and ~~dietary~~customers ~~supplements~~could ~~containing~~adversely ~~hemp-derived~~impact ~~CBD. It is also possible that FDA may simply issue a regulation setting forth~~ the ~~conditions in which such products may be marketed, or it may simply prohibit these products. However, because FDA~~Company’s ~~regulatory process is in its infancy, we cannot predict the likely outcome~~business. (See preceding Section, “Government Regulation”.) In addition, the FTC under the Federal Trade Commission Act (“FTC Act”) requires that product advertising be truthful, substantiated, and non-misleading. We believe that our advertising meets these requirements. However, the FTC may bring a challenge at any time to evaluate our compliance with the FTC Act.

~~Increases~~If a inpandemic, epidemic, or outbreak of an infectious disease including an outbreak of respiratory illness caused by a novel virus, or other public health crisis, were to affect the ~~cost~~Company’s markets or facilities, or its customers, the Company’s business could be adversely affected. If such an infectious disease broke out at the Company’s office, facilities or work sites, its operations may be affected significantly, its productivity may be affected, and the Company may incur increased costs. If the persons and entities with which the Company contracts are affected by an outbreak of ~~ingredients~~infectious disease, its live events may be delayed or cancelled, and the Company may incur increased costs. If the Company’s employees or subcontractors with whom it works were affected by an outbreak of infectious disease, the Company’s labor supply may be affected, and ~~other~~it may incur increased labor costs. In addition, the Company may experience difficulties with certain suppliers or with vendors in its supply chains, and its business could ~~adversely~~be affected if the Company becomes unable to procure essential equipment, supplies or services in adequate quantities and at acceptable prices. Further, an infectious outbreak may cause disruption to the U.S. economy, or the local economies of the markets in which the Company operates, increase costs associated with its business, affect ~~our~~job ~~operating~~growth ~~results~~and consumer confidence, or cause economic changes that the Company cannot anticipate. Overall, the potential impact of a pandemic, epidemic or outbreak of an infectious disease with respect to the Company’s markets or its facilities is difficult to predict and could adversely impact the Company’s business. Given that the type, degree, and length of such restrictions are not known at this time, the Company cannot predict the overall impact of such restrictions on it, its customers, its subcontractors, and others with whom the Company works or the overall economic environment.

Our industry ~~principal~~may ~~products~~become ~~contain~~subject ~~hemp-derived~~to ~~CBD~~expanded ~~oil.~~regulation ~~Increases in the cost of ingredients in our products could have a material adverse effect on our operating results. Signiﬁcant price increases, market conditions, weather, acts of God~~ and ~~other~~increased ~~disasters~~enforcement ~~could~~by ~~materially~~the ~~affect~~Food ~~our operating results. An increase in our operating costs could adversely affect our proﬁtability. Factors such as inﬂation, increased labor~~ and ~~employee~~Drug ~~beneﬁt~~Administration ~~costs~~(FDA) and ~~increased energy costs may adversely affect our operating costs. Many of~~ the ~~factors~~Federal Trade ~~affecting~~Commission ~~costs are beyond our control and we may not be able to pass along these increased costs to our customers.~~(FTC)

9The FDA under the Federal Food, Drug, and Cosmetic Act regulates the formulation, manufacturing, packaging, labeling, and distribution of food, dietary supplements, drugs, cosmetic, medical devices, biologics, and tobacco products. Our hemp-derived CBD products are not intended to be drugs. Accordingly, we have not been required to obtain FDA approval for our existing hemp-derived CBD products. Moreover, the regulatory status of hemp-derived CBD products is in a state of flux as FDA attempts to determine the appropriate manner in which to regulate these products. Thus, the regulatory approach is still evolving, and we may be required to seek FDA’s approval to market food and dietary supplements containing hemp-derived CBD. It is also possible that the FDA may simply issue a regulation setting forth the conditions in which such products may be marketed, or it may simply prohibit these products. However, because FDA’s regulatory process is in its infancy, we cannot predict the likely outcome. (See preceding Section, “Government Regulation”.) In addition, the FTC under the Federal Trade Commission Act (“FTC Act”) requires that product advertising be truthful, substantiated, and non-misleading. We believe that our advertising meets these requirements. However, the FTC may bring a challenge at any time to evaluate our compliance with the FTC Act.

~~Table~~Increases in the cost of ~~Contents~~ingredients, labor and other costs could adversely affect our operating results.

WeOur CBD doproducts ~~not~~contain ~~have long~~hemp-~~term~~derived ~~contracts~~CBD ~~with~~oil. ~~many~~Increases in the cost of ingredients in our ~~suppliers~~products could have a material adverse effect on our operating results. Significant price increases, market conditions, weather, acts of God and asother adisasters ~~result~~could ~~they~~materially affect our operating results. An increase in our operating costs could ~~seek~~adversely affect our profitability. Factors such as inflation, increased labor and employee benefit costs and increased energy costs may adversely affect our operating costs. Many of the factors affecting costs are beyond our control and we may not be able to ~~increase~~pass ~~prices~~along orthese ~~fail~~increased costs to ~~deliver~~our customers.

We ~~typically~~ do not ~~rely~~have ~~on written contracts or~~ long-term ~~arrangements~~contracts with ~~our~~many ~~suppliers.~~of ~~Although we have not experienced signiﬁcant problems with~~ our suppliers, ~~our~~and ~~suppliers~~as ~~may implement signiﬁcant price increases or may not meet our requirements in~~ a ~~timely~~result ~~fashion,~~they ~~if at all. The occurrence of any of the foregoing~~ could ~~have~~seek ato ~~material~~increase ~~adverse~~prices ~~effect~~or onfail ~~our~~to ~~operating results~~deliver.

~~Any~~We typically ~~prolonged~~do ~~disruption~~not rely on written contracts or long-term arrangements with our suppliers. Although we have not experienced significant problems with our suppliers, our suppliers may implement significant price increases or may not meet our requirements in ~~the~~a ~~operations~~timely fashion, if at all. The occurrence of any of ~~our~~the ~~packaging~~foregoing ~~facilities~~ could ~~harm~~have a material adverse effect on our ~~business~~operating results.

Any prolonged disruption in the operations of any facilities that perform our packaging, whether due to technical or labor difficulties, destruction or damage to the facility, real estate issues or other reasons, could result in increased costs and reduced revenues and our profitability and business results could be harmed.9

~~Loss~~Table of ~~key personnel or our inability to attract and retain new qualiﬁed personnel could hurt our business and inhibit our ability to operate and grow successfully.~~Contents

~~Our~~Risks Related ~~ability~~ to ~~successfully~~Our ~~grow~~Dependence ~~our brand depends~~ on ~~our~~Third ability to attract and retain professionals with talent, integrity, enthusiasm, and loyalty to our corporate team. If we are unable to attract or retain key personnel, our proﬁtability and growth potential could be harmed.Parties

We rely ~~may~~on ~~not~~partners, vendors, and other service providers to provide some of the material and products that we sell. If such partners, vendors, and other service providers fail to fulfill our requests, our business could be ~~able~~adversely affected. From time to ~~adequately~~time ~~protect~~we may in the future have disputes with certain of our ~~intellectual~~partners, ~~property~~vendors, ~~which~~and ~~could~~other ~~harm~~service providers. If, in connection with such a dispute, a partner, vendor, or service provider terminates its relationship with us or otherwise limits the ~~value~~provision of their products to us, the availability of certain of our ~~brand~~products could be disrupted. If the partners, vendors, and ~~branded~~other service providers we rely upon cease to provide access to the products that we and our customers and consumers use, whether in connection with disputes or otherwise, do not provide access to such products on terms that we believe to be attractive or reasonable, we may be required to seek comparable products and supplies from other sources, which may be more expensive or inferior, or may not be available at all, any of which would adversely affect our business.

WeAny prolonged ~~depend~~disruption onin the ~~reputation~~operations of ~~INNO~~any ~~Medicinals as the vendor~~ of ~~high quality and unique products. Atlanta CBD’s branded products consist of bath bombs, bath salts and soaps with~~ our ~~unique~~packaging ~~proprietary~~facilities blend of essential oils and cannabidiols. While these branded products are only 5% of sales, they help bring customers into the store. Atlanta CBD’s name, reputation and unique branded products promote a positive shopping experience. We rely on a combination of trademarks, copyrights, trade secrets and similar intellectual property rights to protect our brand and branded products. The success of our business depends on our continued ability to use our existing trademarks to increase brand awareness and further develop our branded products in both domestic and international markets. We have registered, or will register, certain trademarks in the United States and may elsewhere. We may not be able to adequately protect our trademarks and our use of these trademarks may result in liability for trademark infringement, trademark dilution or unfair competition. We may from time to time be required to institute litigation to enforce our trademarks or other intellectual property rights, or to protect our trade secrets. Such litigation could ~~result~~harm ~~in substantial costs and diversion of resources and could negatively affect~~ our ~~sales, profitability and~~ business ~~results regardless of whether we are able to successfully enforce our rights~~.

~~Pandemics~~Any prolonged disruption in the operations of any facilities that perform our packaging, ~~natural~~whether ~~disasters~~due ~~and~~to ~~geo-political~~technical ~~events~~or ~~could~~labor ~~adversely~~difficulties, destruction ~~affect~~or damage to the ~~Company’s~~facility, real estate issues or other reasons, could result in increased costs and reduced revenues and our profitability and business results could be harmed.

~~Pandemics,~~Loss of ~~natural~~key ~~disasters,~~personnel ~~including~~or ~~hurricanes,~~our ~~cyclones,~~inability ~~typhoons,~~to ~~tropical~~attract ~~storms, floods, earthquakes~~ and ~~tsunamis,~~retain ~~weather~~new ~~conditions,~~qualified ~~including~~personnel ~~winter~~could ~~storms,~~hurt ~~droughts~~our business and ~~tornadoes,~~inhibit our ~~whether~~ability asto aoperate ~~result of climate change or otherwise,~~ and ~~geo-political~~grow ~~events, including civil unrest or terrorist attacks, that affect the Company, or other service providers, could adversely affect the Company’s business~~successfully.

WeOur ability doto ~~not~~successfully ~~have~~grow ~~any~~our ~~outside~~brand ~~Board~~depends ofon ~~Directors~~our ~~which~~ability ~~could~~to ~~create~~attract aand ~~conﬂict~~retain ofprofessionals ~~interests~~with ~~and~~talent, ~~pose~~integrity, aenthusiasm, and ~~risk~~loyalty ~~from~~to aour corporate ~~governance~~team. ~~perspective~~If we are unable to attract or retain key personnel, our profitability and growth potential could be harmed.

~~Our Board of Directors consists of five directors, which means that we have no outside or independent directors. The lack of independent directors~~ We may ~~prevent~~not ~~the~~be ~~Board~~able ~~from being independent from management in its judgments and decisions and its ability~~ to ~~pursue~~adequately ~~the~~protect ~~Board~~our ~~responsibilities~~intellectual ~~without undue influence. For example~~property, ~~an independent Board can serve as a check on management,~~ which ~~can~~could ~~limit~~harm ~~management taking unnecessary risks. Furthermore,~~ the ~~lack~~value of ~~independent~~our ~~directors~~brand ~~creates~~and ~~the~~branded ~~potential~~products ~~for conflicts between management~~ and ~~the~~adversely affect ~~diligent independent decision-making process of the Board. Furthermore,~~ our ~~lack of outside directors deprives our company of the benefits of various viewpoints and experience when confronting the challenges we face~~business. ~~With no independent director sitting on the Board of Directors, it will be difficult for the Board to fulfill its traditional role as overseeing management.~~

10We depend on the reputation of INNO Medicinals as the vendor of high quality and unique products. Atlanta CBD’s branded products consist of bath bombs, bath salts and soaps with our unique proprietary blend of essential oils and cannabidiols. These branded products help attract customers. Atlanta CBD’s name, reputation and unique branded products promote a positive shopping experience. We rely on a combination of trademarks, copyrights, trade secrets and similar intellectual property rights to protect our brand and branded products. The success of our business depends on our continued ability to use our existing and future trademarks to increase brand awareness and further develop our branded products in both domestic and international markets. We have registered, or will register, certain trademarks in the United States and may elsewhere. We may not be able to adequately protect our trademarks and our use of these trademarks may result in liability for trademark infringement, trademark dilution or unfair competition. We may from time to time be required to institute litigation to enforce our trademarks or other intellectual property rights, or to protect our trade secrets. Such litigation could result in substantial costs and diversion of resources and could negatively affect our sales, profitability and business results regardless of whether we are able to successfully enforce our rights.

~~Table~~Pandemics, natural ofdisasters ~~Contents~~and geo-political events could adversely affect the Company’s business.

~~Cyber~~Pandemics, natural ~~security~~disasters, ~~risks~~including ~~and~~hurricanes, ~~the~~cyclones, ~~failure~~typhoons, totropical ~~maintain~~storms, ~~the~~floods, ~~integrity~~earthquakes ofand ~~internal~~tsunamis, ~~partner~~weather conditions, including winter storms, droughts and ~~consumer~~tornadoes, ~~data~~whether ~~could~~as a result inof ~~damages~~climate tochange ~~our~~or ~~reputation~~otherwise, ~~the~~and ~~disruption~~geo-political ofevents, ~~operations~~including ~~and/~~civil unrest or ~~subject~~terrorist usattacks, tothat ~~costs,~~affect ~~fines~~the Company, or ~~lawsuits~~other service providers, could adversely affect the Company’s business.

We do not have ~~and~~any ~~will~~outside ~~continue~~Board ~~to collect and retain large volumes~~ of ~~internal,~~Directors ~~partner~~which ~~and~~could ~~consumer~~create ~~data,~~a ~~including~~conflict credit card numbers and other personally identifiable information, for business purposes, including for transactional or target marketing and promotional purposes, and our various information technology systems enter, process, summarize and report such data. We also maintain personally identifiable information about our employees. The integrity and protection of ~~our~~interests ~~customer, employee,~~ and ~~company~~pose ~~data~~a isrisk ~~critical~~from ~~to our business and our customers and employees are likely to have~~ a ~~high~~corporate governance ~~expectation that we will adequately protect their personal information~~perspective. The regulatory environment, as well as the requirements imposed on us by the credit card industry, governing information, security and privacy laws is increasingly demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our products and services.

WeOur Board ~~also~~of ~~rely~~Directors onconsists ~~accounting~~of five directors, ~~financial~~which ~~and~~means ~~operational~~that we have no outside or independent directors. The lack of independent directors may prevent the Board from being independent from management ~~information~~in ~~technology~~its ~~systems~~judgments and decisions and its ability to ~~conduct~~pursue ~~our~~the ~~operations~~Board responsibilities without undue influence. IfFor ~~these~~example, ~~information~~an ~~technology~~independent ~~systems~~Board ~~suffer~~can ~~severe~~serve ~~damage~~as a check on management, ~~disruption~~which orcan ~~shutdown~~limit ~~and~~management taking ~~our~~unnecessary ~~business~~risks. ~~continuity~~Furthermore, ~~plans~~the dolack ~~not~~of ~~effectively~~independent ~~resolve~~directors creates the ~~issues~~potential infor aconflicts ~~timely~~between ~~manner~~management and the diligent independent decision-making process of the Board. Furthermore, our ~~business,~~lack ~~financial~~of ~~condition~~outside directors deprives our company of the benefits of various viewpoints and ~~results~~experience when confronting the challenges we face. With no independent director sitting on the Board of ~~operations~~Directors, it ~~could~~will be ~~materially~~difficult ~~adversely~~for ~~affected~~the Board to fulfill its traditional role as overseeing management.

We may face various security threats, including cyber security attacks on our data (including our vendors’ and customers’ data) and/or information technology infrastructure. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and controls will be sufficient to prevent penetrations or disruptions to our systems. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result in theft, loss, fraudulent or unlawful use of customer, employee, or company data which could harm our reputation or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent. In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events.10

~~Risks~~Table ~~Relating~~of ~~to Our Financial Condition~~Contents

~~All~~Cyber security ~~businesses~~risks ~~are~~and ~~affected~~the byfailure anto ~~unstable~~maintain ~~economy~~the integrity of internal, partner, and consumer data could result in damages to our reputation, the disruption of operations and/or subject us to costs, fines or lawsuits.

~~Even~~We have ~~though~~and ~~there~~will ~~may~~continue beto ~~downturns~~collect inand ~~the~~retain ~~economy~~large volumes of internal, ~~consumers~~partner ~~will~~and ~~always~~consumer ~~need~~data, ~~essential~~including ~~goods~~credit card numbers and other ~~services~~personally ~~regardless~~identifiable ofinformation, ~~the~~for ~~economy.~~business ~~However~~purposes, ~~economic~~including ~~downturns~~for ~~almost~~transactional ~~inevitably~~or ~~signal~~target ~~cutbacks~~marketing inand ~~overall~~promotional ~~spending~~purposes, and ~~which~~our ~~would~~various ~~translate~~information ~~specifically~~technology tosystems usenter, asprocess, ~~decreased~~summarize ~~revenue,~~and ifreport ~~any,~~such asdata. weWe ~~expect~~also ~~that~~maintain ~~part~~personally identifiable information about our employees. The integrity and protection of our ~~income~~customer, ~~stream~~employee, and company data is critical to our business and our customers and employees are likely to have a high expectation that we will beadequately ~~commissions~~protect their personal information. The regulatory environment, as well as the requirements imposed on ~~customer~~us ~~purchases~~by the credit card industry, governing information, security and ~~interest~~privacy laws onis ~~customers’~~increasingly ~~balances~~demanding and continues to evolve. Maintaining compliance with applicable security and privacy regulations may increase our operating costs and/or adversely impact our ability to market our products and services.

We also ~~have~~rely aon ~~limited~~accounting, ~~operating~~financial ~~history~~and operational management information technology systems to conduct our operations. If these information technology systems suffer severe damage, disruption or shutdown and ~~operate~~our business continuity plans do not effectively resolve the issues in a ~~new~~timely ~~industry~~manner, our business, financial condition and weresults ~~may~~of ~~not~~operations ~~succeed~~could be materially adversely affected.

~~The~~We may ~~consumer~~face ~~products~~various ~~business~~security isthreats, aincluding ~~highly~~cyber ~~competitive~~security attacks on our data (including our vendors’ and ~~risky~~customers’ ~~business~~data) and/or information technology infrastructure. Although we utilize various procedures and controls to monitor and mitigate these threats, there can be no assurance that these procedures and ~~such~~controls ~~competition~~will ~~from~~be ~~companies~~sufficient ~~much~~to ~~bigger~~prevent ~~than~~penetrations usor disruptions to our systems. Furthermore, a penetrated or compromised data system or the intentional, inadvertent or negligent release or disclosure of data could result ~~adversely~~in ~~affect~~theft, loss, fraudulent or unlawful use of customer, employee, or company data which could harm our ~~operating~~reputation ~~results~~or result in remedial and other costs, fines or lawsuits and require significant management attention and resources to be spent. In addition, our insurance coverage and indemnification arrangements that we enter into, if any, may not be adequate to cover all the costs related to cyber security attacks or disruptions resulting from such events.

WeRisks Relating ~~compete with many national, regional, and local businesses. We could experience increased competition from existing or new companies in our channel, which could create increasing pressures~~ to ~~grow~~Our ~~ours.~~Financial If we are unable to maintain our competitive position, we could experience downward pressure on prices, lower demand for our products, reduced margins, the inability to take advantage of new business opportunities and the loss of channel share, which would have an adverse effect on our operating results. Other factors that could affect our business are:Condition

●All businesses ~~Consumer~~are ~~tastes~~affected ●by ~~National,~~an ~~regional,~~unstable ~~or local economic conditions ● Disposable purchasing power ● Demographic trends; and ● The price of special ingredients that go into our products~~economy.

11Even though there may be downturns in the economy, consumers will always need essential goods and services regardless of the economy. However, economic downturns almost inevitably signal cutbacks in overall spending, which would translate specifically to us as decreased revenue, if any, as we expect that part of our income stream will be commissions on customer purchases and interest on customers’ balances.

~~Table~~We have ofa ~~Contents~~limited operating history and operate in a new industry, and we may not succeed.

~~Our~~The consumer ~~ﬁnancial~~products ~~statements~~business ~~may~~is ~~not~~a behighly ~~comparable~~competitive toand ~~those~~risky ofbusiness, ~~other~~and such competition from companies much bigger than us could adversely affect our operating results.

~~Pursuant~~We compete towith ~~Section~~many ~~107(b)~~national, ~~of the JOBS Act~~regional, weand ~~have~~local ~~elected~~businesses. toWe ~~use~~could ~~the~~experience ~~extended~~increased ~~transition~~competition ~~period~~from ~~for~~existing ~~complying~~or ~~with~~ new orcompanies in ~~revised~~our ~~accounting~~channel, ~~standards~~which ~~under~~could ~~Section~~create ~~102(b)(2)~~increasing ofpressures ~~The~~to ~~JOBS~~grow ~~Act~~ours. ~~This~~If ~~election~~we ~~allows~~are usunable to ~~delay~~maintain ~~the~~our ~~adoption~~competitive ofposition, ~~new~~we orcould experience ~~revised~~downward ~~accounting~~pressure ~~standards~~on ~~that~~prices, ~~have~~lower ~~different~~demand ~~effective dates~~ for ~~public~~our ~~and~~products, ~~private~~reduced ~~companies until those standards apply to private companies. As a result~~margins, ~~our~~the ~~ﬁnancial~~inability ~~statements may not be comparable~~ to ~~companies~~take ~~that~~advantage ~~comply~~of ~~with~~new ~~public~~business opportunities ~~company effective dates,~~ and ~~our~~the ~~stockholders~~loss ~~and~~of ~~potential~~channel ~~investors~~share, ~~may~~which would have ~~diﬃculty~~an inadverse ~~analyzing~~effect on our operating results. ifOther ~~comparing~~factors usthat tocould ~~such~~affect our ~~companies.~~business are:

~~The~~● ~~success~~Consumer oftastes ~~our~~● ~~new~~National, ~~and~~regional, ~~existing~~or ~~products~~local economic conditions ● Disposable purchasing power ● Demographic trends; and ~~services~~● isThe ~~uncertain~~price of special ingredients that go into our products.

We have committed, and expect to continue to commit, signiﬁcant resources and capital to develop and market existing product enhancements and new products. We cannot assure you that we will achieve market acceptance for all of our products, or of new products that we may offer in the future. Moreover, these new products may be subject to signiﬁcant competition with offerings by new and existing competitors. In addition, new products and enhancements may pose a variety of challenges and require us to attract additional qualiﬁed employees. The failure to successfully develop and market these new products or enhancements could seriously harm our business, ﬁnancial condition and results of operations.11

WeTable ~~cannot~~of ~~predict our future capital needs and we may not be able to secure additional financing.~~Contents

WeOur financial ~~will~~statements ~~need to raise additional funds in the future to fund our working capital needs and to fund further expansion of our business. We~~ may ~~require~~not ~~additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can~~ be ~~given~~comparable ~~that necessary funds will be available for us~~ to ~~finance~~those ~~our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution~~ of ~~our~~other ~~stockholders or may require that we relinquish rights to certain of our technologies or products~~companies. In addition, we may experience operational difficulties and delays due to working capital restrictions. If adequate funds are not available from operations or additional sources of financing, we may have to delay or scale back our growth plans.

~~Our~~Pursuant to ~~annual~~Section ~~and~~107(b) ~~quarterly~~of ~~ﬁnancial~~the ~~results~~JOBS ~~are~~Act, ~~subject~~we have elected to ~~signiﬁcant~~use ~~ﬂuctuations~~the ~~depending~~extended ontransition ~~various~~period ~~factors,~~for ~~many~~complying with new or revised accounting standards under Section 102(b)(2) of ~~which~~The ~~are~~JOBS ~~beyond~~Act. ~~our~~This ~~control,~~election ~~which~~allows ~~could~~us ~~adversely~~to ~~affect~~delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result, our financial ~~ability~~statements may not be comparable to ~~satisfy~~companies that comply with public company effective dates, and our ~~debt~~stockholders ~~obligations~~and potential asinvestors ~~they~~may ~~become~~have ~~due~~difficulty in analyzing our operating results if comparing us to such companies.

~~Our~~The success ~~sales~~of ~~and~~our ~~operating~~new ~~results~~and ~~can~~existing ~~vary~~products ~~signiﬁcantly from quarter to quarter~~ and ~~year~~services tois ~~year depending on various factors, many of which are beyond our control~~uncertain. ~~These factors include:~~

●We have ~~Variations~~committed, inand ~~the~~expect ~~timing~~to continue to commit, significant resources and ~~volume~~capital ofto ~~our~~develop ~~sales~~and ●market ~~The~~existing ~~timing~~product enhancements and new products. We cannot assure that we will achieve market acceptance for all of ~~expenditures~~our inproducts, ~~anticipation~~or of new products that we may offer in the future. ~~sales~~Moreover, ●these ~~Sales~~new ~~promotions~~products may be subject to significant competition with offerings by usnew and ~~our~~existing competitors. In ●addition, ~~Changes~~new inproducts ~~competitive~~and enhancements may pose a variety of challenges and ~~economic~~require ~~conditions~~us ~~generally~~to ●attract ~~Foreign~~additional ~~currency~~qualified ~~exposure~~employees. The failure to successfully develop and market these new products or enhancements could seriously harm our business, financial condition and results of operations.

~~Consequently,~~We cannot ~~our~~predict ~~results of operations may decline quickly and signiﬁcantly in response to changes in order patterns or rapid decreases in demand for~~ our ~~products. We anticipate that ﬂuctuations in operating results will continue in the~~ future. ~~The~~capital ~~Company’s~~needs, ~~operating results may vary. We may incur net losses. The Company expects to experience variability in its revenues~~ and ~~net proﬁt. While~~ we ~~intend to fully implement our business plan, we~~ may ~~experience~~not ~~net~~be ~~losses.~~able ~~Factors expected~~ to ~~contribute~~secure toadditional ~~this variability include, among other things:~~financing.

●We will ~~The~~need ~~general~~to ~~economy~~raise ●additional ~~The~~funds ~~regulatory~~in ~~environment~~the ~~pertaining~~future to fund our working capital needs and to fund further expansion of our business. We may require additional equity or debt financings, collaborative arrangements with corporate partners or funds from other sources for these purposes. No assurance can be given that necessary funds will be available for us to finance our development on acceptable terms, if at all. Furthermore, such additional financings may involve substantial dilution of our stockholders or may require that we relinquish rights to certain of our technologies or products. ●In ~~Climate~~addition, ~~seasonality~~we may experience operational difficulties and ~~environmental~~delays ~~factors~~due ●to ~~Consumer~~working capital ~~demand~~restrictions. ●If ~~Transportation~~adequate ~~costs~~funds ●are ~~Competition~~not inavailable ~~products~~from operations or additional sources of financing, we may have to delay or scale back our growth plans.

12Our annual and quarterly financial results are subject to significant fluctuations depending on various factors, many of which are beyond our control, which could adversely affect our ability to satisfy our debt obligations as they become due.

~~Table~~Our sales and operating results can vary significantly from quarter to quarter and year to year depending on various factors, many of which ~~Contents~~are beyond our control. These factors include:

~~You~~● ~~should~~Variations ~~further consider, among other factors, our prospects for success~~ in ~~light of~~ the ~~risks~~timing and ~~uncertainties~~volume ~~encountered~~of byour ~~companies~~sales ~~that,~~● ~~like~~The ~~us,~~timing ~~are~~of inexpenditures ~~their early stages. For example, unanticipated expenses, problems, and technical diﬃculties may occur and they may result~~ in ~~material~~anticipation ~~delays in the operation~~ of ~~our~~future ~~business,~~sales in● ~~particular~~Sales ~~with~~promotions ~~respect~~by tous ~~our new products. We may not successfully address these risks~~ and ~~uncertainties or successfully implement~~ our ~~operating~~competitors ~~strategies.~~● IfChanges wein ~~fail~~competitive ~~to do so, it could materially harm our business to the point of having to cease operations~~ and ~~could~~economic ~~impair~~conditions ~~the~~generally ~~value~~● ofForeign ~~our~~currency ~~common stock to the point investors may lose their entire investment.~~exposure

AsConsequently, our results of operations may decline quickly and significantly in response to changes in order patterns or rapid decreases in demand for our products. We anticipate that fluctuations in operating results will continue in the future. The Company’s operating results may vary. We may incur net losses. The Company expects to experience variability in its revenues and net profit. While we intend ~~expand~~to fully implement our ~~operations~~business plan, we may beexperience ~~unable~~net losses. Factors expected to ~~successfully~~contribute ~~manage~~to ~~our~~this ~~future~~variability ~~growth.~~include, among other things:

~~Since~~● ~~inception,~~The ~~our~~general ~~business~~economy ~~has~~● ~~grown.~~The ~~This~~regulatory ~~growth~~environment ~~has~~pertaining ~~placed substantial strain on our management, operational, ﬁnancial and other resources. If we are able~~ to ~~continue expanding~~ our ~~operations in the United States and in other countries where we believe our~~ products ~~will~~● ~~be successful~~Climate, asseasonality ~~planned, we may experience periods of rapid growth, which will require additional resources. Any such growth could place increased strain on our management, operational, ﬁnancial~~ and ~~other~~environmental ~~resources,~~factors ~~and~~● weConsumer ~~will~~demand ~~need~~● toTransportation ~~train,~~costs ~~motivate,~~● ~~and~~Competition manage employees, as well as attract management, sales, ﬁnance and accounting, international, technical, and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas and implement appropriate procedures and controls in ~~an eﬃcient manner and at a pace consistent with our business objectives could have a material adverse effect on our business and results of operations.~~products

Any future litigation could have a material adverse impact on our results of operations, ﬁnancial condition and liquidity, particularly since we do not currently have director and oﬃcer (“D&O”) insurance. Our lack of insurance may also make it diﬃcult for us to retain and attract talented and skilled directors and oﬃcers. While we intend to apply for D&O insurance, we cannot guarantee that such application will be accepted.12

~~Despite~~Table ~~our signiﬁcant efforts in product quality control, we face risks~~ of litigation from customers and others in the ordinary course of business, which may divert our ﬁnancial and management resources. Any adverse litigation or publicity may negatively impact our ﬁnancial condition and results of operations.Contents

~~Claims~~You should further consider, among other factors, our prospects for success in light of ~~illness~~the orrisks ~~injury~~and ~~relating~~uncertainties toencountered ~~product~~by ~~quality~~companies that, orlike ~~handling~~us, are ~~common~~ in ~~the~~their ~~consumer~~early ~~products industry~~stages. ~~While~~For weexample, ~~believe~~unanticipated ~~our~~expenses, ~~processes~~problems, and ~~high~~technical ~~standards~~difficulties ofmay ~~quality~~occur ~~control~~and they ~~will~~may ~~minimize~~result ~~these~~in ~~instances,~~material ~~there~~delays isin ~~always~~the aoperation ~~risk~~ of ~~occurrence~~our business, ~~and~~in soparticular ~~despite~~with respect to our ~~best~~new ~~efforts~~products. toWe ~~regulate~~may ~~quality~~not ~~control,~~successfully address ~~litigation~~these ~~may~~risks ~~occur~~and uncertainties or successfully implement our operating strategies. InIf ~~that~~we ~~event~~fail to do so, it could materially harm our ~~ﬁnancial~~business ~~condition,~~to ~~operating~~the ~~results~~point ~~and~~of ~~cash~~having ~~ﬂows~~to cease operations and could beimpair ~~harmed~~the value of our common stock to the point investors may lose their entire investment.

~~From time to time~~ As we ~~may~~expand be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date we have no directors and officers liability (“D&O”) insurance to cover such risk exposure for our ~~directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs~~operations, ~~fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. While~~ we ~~intend~~may ~~to attempt to obtain such insurance, there can~~ be nounable ~~assurance that we will be able~~ to dosuccessfully somanage ~~at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. While neither Delaware law nor~~ our ~~articles~~future of incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such a legal action, we expect that we would do so to the extent permitted by Delaware lawgrowth. Without D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

~~The~~Since inception, ~~Company~~our ~~may~~business behas ~~unable~~grown. This growth has placed substantial strain on our management, operational, financial and other resources. If we are able to ~~manage~~continue expanding our operations in the United States and in other countries where we believe our products will be successful, as planned, we may experience periods of rapid growth, which ~~may~~will ~~impact~~require ~~its~~additional ~~potential~~resources. ~~profitability~~Any such growth could place increased strain on our management, operational, financial and other resources, and we will need to train, motivate, and manage employees, as well as attract management, sales, finance and accounting, international, technical, and other professionals. In addition, we will need to expand the scope of our infrastructure and our physical resources. Any failure to expand these areas and implement appropriate procedures and controls in an efficient manner and at a pace consistent with our business objectives could have a material adverse effect on our business and results of operations.

~~Successful~~Any future ~~implementation~~litigation could have a material adverse impact on our results of ~~the~~operations, ~~Company’s~~financial ~~business~~condition ~~strategy~~and ~~requires~~liquidity, particularly itsince towe ~~manage~~do ~~its~~not ~~growth~~currently have director and officer (“D&O”) insurance. ~~Growth~~Our ~~could~~lack ~~place~~of aninsurance ~~increasing~~may ~~strain~~also onmake ~~the~~it ~~Company’s~~difficult ~~management~~for us to retain and ~~financial~~attract ~~resources~~talented and skilled directors and officers. ToWhile ~~manage~~we ~~growth~~intend ~~effectively~~to apply for D&O insurance, ~~the~~we ~~Company~~cannot guarantee that such application will ~~need~~be ~~to:~~accepted.

●Despite our ~~Establish~~significant ~~definitive~~efforts ~~business~~in ~~strategies~~product quality control, ~~goals~~we ~~and~~face ~~objectives;~~risks ●of ~~Maintain~~litigation afrom ~~system~~customers and others in the ordinary course of ~~management~~business, ~~controls;~~which ~~and~~may ●divert ~~Attract~~our financial and ~~retain~~management ~~qualified~~resources. ~~personnel,~~Any asadverse ~~well~~litigation asor ~~develop,~~publicity ~~train,~~may ~~and~~negatively ~~manage~~impact our ~~management-level~~financial condition and ~~other~~results ~~employees~~of operations.

IfClaims of ~~the~~illness ~~Company~~or ~~fails~~injury relating to ~~manage~~product ~~its~~quality ~~growth~~or ~~effectively,~~handling ~~its~~are ~~business,~~common ~~financial~~in ~~condition~~the consumer products industry. While we believe our processes and high standards of quality control will minimize these instances, orthere ~~operating~~is ~~results~~always ~~could~~a berisk ~~materially~~of ~~harmed~~occurrence, and ~~the~~so ~~Company’s~~despite ~~stock~~our ~~price~~best efforts to regulate quality control, litigation may ~~decline~~occur. In that event, our financial condition, operating results and cash flows could be harmed.

13From time to time we may be subject to litigation, including potential stockholder derivative actions. Risks associated with legal liability are difficult to assess and quantify, and their existence and magnitude can remain unknown for significant periods of time. To date we have no directors and officers liability (“D&O”) insurance to cover such risk exposure for our directors and officers. Such insurance generally pays the expenses (including amounts paid to plaintiffs, fines, and expenses including attorneys’ fees) of officers and directors who are the subject of a lawsuit as a result of their service to the Company. While we intend to attempt to obtain such insurance, there can be no assurance that we will be able to do so at reasonable rates or at all, or in amounts adequate to cover such expenses should such a lawsuit occur. While neither Delaware law nor our articles of incorporation or bylaws require us to indemnify or advance expenses to our officers and directors involved in such a legal action, we expect that we would do so to the extent permitted by Delaware law. Without D&O insurance, the amounts we would pay to indemnify our officers and directors should they be subject to legal action based on their service to the Company could have a material adverse effect on our financial condition, results of operations and liquidity. Further, our lack of D&O insurance may make it difficult for us to retain and attract talented and skilled directors and officers, which could adversely affect our business.

~~Table~~The Company ofmay ~~Contents~~be unable to manage growth, which may impact its potential profitability.

~~The~~Successful implementation of the Company’s ~~operates~~business instrategy arequires ~~highly~~it ~~competitive~~to ~~environment,~~manage ~~and~~its ifgrowth. itGrowth iscould ~~unable~~place toan ~~compete~~increasing ~~with~~strain ~~its~~on the ~~competitors,~~Company’s ~~its~~management ~~business,~~and financial ~~condition,~~resources. ~~results~~To ofmanage ~~operations~~growth effectively, ~~cash~~the ~~flows~~Company ~~and~~will ~~prospects~~need ~~could be materially adversely affected.~~to:

~~The~~● ~~Company~~Establish ~~operates~~definitive inbusiness astrategies, ~~highly~~goals ~~competitive~~and ~~environment.~~objectives; ~~The~~● ~~Company’s~~Maintain ~~competition~~a ~~includes~~system ~~all other companies that are in the business~~ of ~~hemp~~management ~~cultivation~~controls; and ~~sales~~● orAttract ~~other~~and ~~related~~retain ~~companies.~~qualified Apersonnel, ~~highly~~as ~~competitive~~well ~~environment~~as ~~could materially adversely affect the Company’s business~~develop, ~~financial condition~~train, ~~results~~and ofmanage ~~operations,~~management-level ~~cash flows~~ and ~~prospects~~other employees.

~~The~~If the Company ~~may~~fails ~~not be able~~ to ~~compete~~manage ~~successfully~~its ~~with~~growth ~~other~~effectively, ~~established~~its ~~companies~~business, ~~offering~~financial ~~the~~condition, ~~same~~ or ~~similar~~operating ~~services~~results ~~and,~~could asbe amaterially ~~result~~harmed, and the Company’s ~~may~~stock ~~not~~price ~~achieve~~may ~~its projected revenue and user targets~~decline.

If the Company is unable to compete successfully with other businesses in its existing markets, it may not achieve its projected revenue and/or customer targets. The Company competes with both start-up and established companies. Compared to the Company’s business, some of its competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established.13

~~Our~~Table ~~prior operating results may not be indicative~~ of ~~our future results.~~Contents

~~You~~The Company ~~should~~operates ~~not~~in ~~consider~~a ~~prior~~highly ~~operating~~competitive ~~results with respect to revenues~~environment, ~~net~~and ~~income~~if orit ~~any~~is ~~other~~unable ~~measure~~ to becompete ~~indicative~~with ofits ~~our~~competitors, ~~future~~its ~~operating~~business, financial condition, results. ~~The timing and amount~~ of ~~future~~operations, ~~revenues~~cash ~~will~~flows ~~depend~~and ~~almost~~prospects ~~entirely~~could onbe ~~our~~materially ~~ability~~adversely ~~to sell our products to new customers~~affected. ~~Our future operating results will depend upon many other factors, including:~~

● The Company ~~level~~operates ofin ~~product~~a ~~and~~highly ~~price~~competitive environment. The Company’s competition; ●includes ~~Our~~all ~~success~~other companies that are in ~~expanding~~the ~~our~~business of ~~distribution~~hemp ~~network~~cultivation and ~~managing~~sales ~~our~~or ~~growth;~~other ●related ~~Our~~companies. ~~ability~~A tohighly ~~develop~~competitive ~~and~~environment ~~market~~could ~~product~~materially ~~enhancements~~adversely ~~and~~affect ~~new~~the ~~products;~~Company’s business, financial condition, results of operations, cash flows and prospects.

The Company ~~timing~~may ofnot ~~product~~be ~~enhancements,~~able ~~activities~~to ofcompete successfully with other established companies offering the same or similar services and, ~~acquisitions~~as bya ~~competitors~~result, the Company may not achieve its projected revenue and user targets.

~~The~~If the Company ~~does~~is ~~not~~unable ~~expect~~ to ~~pay~~compete ~~dividends~~successfully inwith ~~the~~other ~~future;~~businesses ~~any~~in ~~return~~its onexisting ~~investment~~markets, it may benot ~~limited~~achieve toits ~~the~~projected ~~value~~revenue and/or ofcustomer targets. The Company competes with both start-up and established companies. Compared to the Company’s ~~common~~business, some ~~stock~~of its competitors may have greater financial and other resources, have been in business longer, have greater name recognition and be better established.

~~The~~Our prior ~~Company~~operating ~~does~~results not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on the Company’s common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may ~~consider~~not ~~relevant. The Company’s current intention is to apply net earnings, if any, in the foreseeable future to increasing the Company’s capital base and development and marketing efforts. There can~~ be noindicative ~~assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders~~ of ~~its~~our ~~common~~future ~~stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Company’s board of directors~~results. ~~If the Company does not pay dividends, its common stock may be less valuable because a return on investment will only occur if its stock price appreciates.~~

~~Risks~~You should ~~Related~~not consider prior operating results with respect to ~~Investment~~revenues, net income or any other measure to be indicative of our future operating results. The timing and amount of future revenues will depend almost entirely on our ability to sell our products to new customers. Our future operating results will depend upon many other factors, including:

~~Our~~● ~~stock~~The islevel ~~not~~of ~~quoted~~product orand ~~traded~~price oncompetition; ~~any~~● ~~securities~~Our ~~market.~~success ~~The~~in ~~common~~expanding ~~stock~~our ~~price~~distribution isnetwork ~~likely to be highly volatile~~ and ~~could~~managing beour ~~subject~~growth; to● ~~wide~~Our ~~fluctuations~~ability ~~in response~~ to ~~various~~develop ~~factors,~~and ~~some~~market ofproduct ~~which~~enhancements ~~are~~and ~~beyond~~new ~~the Company’s control or unrelated to its operating performance.~~products;

WeThe timing ~~intend~~of toproduct ~~have our common stock begin trading on the OTC Markets Group~~enhancements, ~~Inc.~~activities ~~under the symbol “TCGI”. The OTC Markets is a network~~ of ~~security dealers that buy~~ and ~~sell~~acquisitions ~~stock.~~by competitors

The Company’s ~~common~~does ~~stock,~~not ifexpect ~~quoted~~to orpay ~~traded,~~dividends ~~will~~in bethe ~~thinly~~future; ~~traded~~any soreturn ~~the~~on ~~Company’s~~investment ~~stockholders~~ may be ~~unable~~limited to ~~sell~~the atvalue orof ~~near~~the ~~ask~~Company’s common ~~prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares~~stock.

14The Company does not currently anticipate paying cash dividends in the foreseeable future. The payment of dividends on the Company’s common stock will depend on earnings, financial condition and other business and economic factors affecting it at such time as the board of directors may consider relevant. The Company’s current intention is to apply net earnings, if any, in the foreseeable future to increase the Company’s capital base and development and marketing efforts. There can be no assurance that the Company will ever have sufficient earnings to declare and pay dividends to the holders of its common stock, and in any event, a decision to declare and pay dividends is at the sole discretion of the Company’s board of directors. If the Company does not pay dividends, its common stock may be less valuable because a return on investment will only occur if its stock price appreciates.

~~Table~~Risks Related ofto ~~Contents~~Investment

~~There~~Our stock is noquoted ~~active~~on ~~trading~~the ~~market~~OTC ~~for~~Market. ~~our~~The common stock, price is likely to be highly volatile and ifcould abe ~~market~~subject ~~for~~to ~~our~~wide ~~common~~fluctuations ~~stock~~in response ~~does~~to ~~not~~various ~~develop~~factors, ~~our~~some ~~investors~~of ~~will~~which beare ~~unable~~beyond the Company’s control or unrelated to ~~sell~~its ~~their~~operating ~~shares~~performance.

~~There is currently no active trading market for our~~ Our common stock ~~and~~is ~~such~~quoted ~~a market may not develop or be sustained. We currently plan to apply to have our common stock listed~~ on the OTC Markets Group, Inc. ~~In order to do this, we must file an application with OTC Markets Group~~ and ~~meet all of its required listing standards. We cannot provide our investors with any assurance that our common stock will be~~ traded onunder the ~~OTC~~symbol ~~Markets or, if traded, that a public market will materialize~~“TCRG”. IfThe ~~our common stock is not listed on the~~ OTC Markets ~~Group,~~is ~~Inc. or if~~ a ~~public~~network ~~market for our common stock does not develop, then investors may not be able to resell the shares~~ of security ~~our~~dealers ~~common~~that ~~stock~~buy and ~~may~~sell ~~lose all of their investment~~stock.

AnThe Company’s ~~active~~common ~~and~~stock ~~visible~~will ~~public~~be ~~trading~~thinly ~~market~~traded ~~for~~so ~~our~~the ~~Common~~Company’s ~~Stock~~stockholders may ~~not~~be ~~develop~~unable to sell at or near ask prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.

We do not currently have an active or visible trading market. We cannot predict whether an active market for our common stock will ever develop in the future. In the absence of an active trading market:14

●Table ~~Investors may have difficulty buying and selling or obtaining market quotations; ● Market visibility for shares~~ of ~~our common stock may be limited; and ● A lack of visibility for shares of our common stock may have a depressive effect on the market price for shares of our Common Stock.~~Contents

~~The~~An active ~~market~~and ~~price~~visible ofpublic trading market for our common stock may benot ~~volatile~~develop.

~~The~~We do not currently have an active or visible trading market. ~~price~~We cannot predict whether an active market for our common stock ~~may~~will beever develop ~~volatile~~in ~~and~~the ~~subject~~future. toIn ~~wide~~the ~~fluctuations~~absence inof ~~response~~an toactive ~~factors~~trading ~~including the following~~market:

● ~~Actual~~Investors ormay ~~anticipated~~have ~~fluctuations~~difficulty inbuying ~~our~~and ~~quarterly~~selling or ~~annual~~obtaining ~~operating~~market ~~results~~quotations; ● ~~Changes~~Market invisibility ~~financial~~for orshares ~~operational~~of ~~estimates~~our orcommon ~~projections~~stock ●may ~~Conditions~~be inlimited; ~~markets~~and ~~generally~~ ● ~~Changes~~A inlack ~~the~~of ~~economic~~visibility ~~performance~~for orshares ~~market valuations~~ of ~~companies similar to ours ● Announcements by us or~~ our ~~competitors~~common ofstock ~~new~~may ~~products,~~have ~~acquisitions,~~a ~~strategic~~depressive ~~partnerships,~~effect ~~joint~~on ~~ventures,~~the ormarket ~~capital~~price ~~commitments~~for ●shares ~~Our~~of ~~intellectual~~our ~~property~~common ~~position; and general economic or political conditions in the United States or elsewhere~~stock.

~~In addition, the securities~~ The market ~~has from time-to-time experienced significant~~ price ~~and volume fluctuations that are not related to the operating performance~~ of ~~companies.~~our ~~These~~common ~~market~~stock ~~fluctuations~~ may ~~also~~be ~~materially and adversely affect the market price of shares of our common stock~~volatile.

~~Our~~The market ~~issuance~~price offor ~~additional~~our common stock ~~or preferred stock~~ may ~~cause~~be ~~our~~volatile ~~common~~and ~~stock~~subject ~~price~~ to ~~decline,~~wide ~~which~~fluctuations ~~may~~in ~~negatively~~response ~~impact~~to ~~your~~factors ~~investment.~~including the following:

~~Issuances~~● ofActual aor ~~substantial~~anticipated ~~number~~fluctuations ofin ~~additional shares of~~ our ~~common~~quarterly or ~~preferred~~annual ~~stock,~~operating orresults ~~the~~● ~~perception~~Changes ~~that~~in ~~such~~financial ~~issuances~~or ~~could~~operational ~~occur,~~estimates ~~may~~or ~~cause~~projections ~~prevailing~~● ~~market~~Conditions ~~prices~~in ~~for~~markets ~~our~~generally ~~common~~● ~~stock~~Changes toin ~~decline. In addition, our board of directors is authorized to issue additional series of shares of preferred stock without any action on~~ the ~~part~~economic ofperformance ~~our~~or ~~stockholders.~~market ~~Our~~valuations ~~board~~ of ~~directors~~companies ~~also~~similar ~~has the power, without stockholder approval,~~ to ~~set~~ours ~~the~~● ~~terms~~Announcements ofby ~~any~~us ~~such~~or ~~series~~our ofcompetitors ~~shares~~ of ~~preferred~~new ~~stock that may be issued~~products, ~~including voting rights~~acquisitions, ~~conversion~~strategic ~~rights~~partnerships, ~~dividend~~joint ~~rights~~ventures, ~~preferences over our common stock with respect to dividends~~ or ifcapital wecommitments ~~liquidate,~~● ~~dissolve,~~Our orintellectual ~~wind~~property upposition; ~~our business~~ and ~~other~~general ~~terms.~~economic Ifor wepolitical ~~issue~~conditions ~~cumulative preferred stock~~ in the ~~future~~United ~~that~~States ~~has preference over our common stock with respect to the payment of dividends~~ or ~~upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease~~elsewhere.

15In addition, the securities market has from time-to-time experienced significant price and volume fluctuations that are not related to the operating performance of companies. These market fluctuations may also materially and adversely affect the market price of shares of our common stock.

~~Table~~Our issuance of ~~Contents~~additional common stock or preferred stock may cause our common stock price to decline, which may negatively impact your investment.

~~Our~~Issuances of a substantial number of additional shares of our common or preferred stock, or the perception that such issuances could occur, may cause prevailing market prices for our common stock to decline. In addition, our board of directors is ~~subject~~authorized to ~~the~~issue ~~SEC’s~~additional series ~~penny~~of shares of preferred stock ~~rules~~without ~~and~~any ~~accordingly~~action on the part of our stockholders. Our board of directors also has the power, ~~broker-dealers~~without stockholder approval, to set the terms of any such series of shares of preferred stock that may ~~have~~be ~~trouble~~issued, inincluding ~~completing~~voting ~~customer~~rights, ~~transactions~~conversion rights, dividend rights, preferences over our common stock with respect to dividends or if we liquidate, dissolve, or wind up our business and ~~trading~~other ~~activity~~terms. If we issue cumulative preferred stock in the future that has preference over our ~~securities~~common ~~may~~stock bewith ~~adversely~~respect ~~affected~~to the payment of dividends or upon our liquidation, dissolution or winding up, or if we issue preferred stock with voting rights that dilute the voting power of our common stock, the market price of our common stock could decrease.

The SEC has adopted regulations, which generally define “penny stock” to be an equity security that has a market price of less than $5.00 per share, subject to specific exemptions. The market price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:15

●Table ~~Make~~of a special written suitability determination for the purchaser; ● Receive the purchaser’s prior written agreement to the transaction; ● Provide the purchaser with risk disclosure documents which identify certain risks associated with investing in “penny stocks” and which describe the market for these “penny stocks” as well as a purchaser’s legal remedies; ● Obtain a signed and dated acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a “penny stock” can be completed.Contents

~~As our~~ Our common stock is subject to ~~these~~the SEC’s penny stock rules and accordingly, broker-dealers may ~~find~~have ittrouble ~~difficult~~in ~~to effectuate~~ completing customer transactions and trading activity in our securities may be adversely affected. ~~As a result, the market price of our securities may be depressed, and you may find it more difficult to sell your securities.~~

The SEC ~~market~~has ~~for~~adopted regulations, which generally define “penny ~~stocks~~stock” to be an equity security that has ~~experienced~~a ~~numerous~~market ~~frauds~~price ~~and~~of ~~abuses~~less than $5.00 per share, ~~which~~subject ~~could~~to ~~adversely~~specific ~~impact~~exemptions. ~~investors~~The inmarket price of our common stock is less than $5.00 per share and therefore would be a “penny stock” according to SEC rules, unless we are listed on a national securities exchange. Under these rules, broker-dealers who recommend such securities to persons other than institutional accredited investors must:

~~OTC~~● ~~Market~~Make ~~securities~~a ~~are~~special ~~frequent~~written ~~targets~~suitability ofdetermination ~~fraud~~for orthe ~~market~~purchaser; ~~manipulation,~~● ~~both~~Receive ~~because~~the ofpurchaser’s ~~their~~prior ~~generally~~written ~~low~~agreement ~~prices~~to ~~and~~the ~~because~~transaction; ~~reporting~~● ~~requirements~~Provide ~~are~~the ~~less~~purchaser ~~stringent~~with ~~than~~risk ~~those~~disclosure ofdocuments which identify certain risks associated with investing in “penny stocks” and which describe the ~~stock~~market ~~exchanges~~for ~~such~~these “penny stocks” as ~~NASDAQ.~~well ~~Patterns~~as ofa ~~fraud~~purchaser’s legal remedies; ● Obtain a signed and ~~abuse~~dated ~~include:~~acknowledgment from the purchaser demonstrating that the purchaser has received the required risk disclosure document before a transaction in a “penny stock” can be completed.

●As our ~~Control~~common ofstock ~~the~~is ~~market~~subject ~~for~~to ~~the~~these ~~security~~rules, ~~by one or a few~~ broker-dealers ~~that~~may ~~are~~find ~~often~~it ~~related~~difficult to ~~the~~effectuate ~~promoter~~customer ortransactions ~~issuer; ● Manipulation of prices through prearranged matching of purchases~~ and ~~sales~~trading ~~and~~activity in ~~false~~our ~~and~~securities ~~misleading~~may ~~press~~be ~~releases;~~adversely ●affected. ~~“Boiler~~As ~~room”~~a ~~practices~~result, ~~involving~~the ~~high~~market ~~pressure sales tactics and unrealistic~~ price ~~projections by inexperienced sales persons; ● Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; ● Wholesale dumping~~ of ~~the~~our ~~same~~ securities bymay ~~promoters~~be depressed, and ~~broker-dealers~~you ~~after~~may ~~prices~~find ~~have~~it ~~been~~more difficult ~~manipulated~~ to asell ~~desired~~your ~~level, along with the inevitable collapse of those prices with consequent investor losses~~securities.

16The market for penny stocks has experienced numerous frauds and abuses, which could adversely impact investors in our stock.

~~Table~~OTC Market securities are frequent targets of ~~Contents~~fraud or market manipulation, both because of their generally low prices and because reporting requirements are less stringent than those of the stock exchanges such as NASDAQ. Patterns of fraud and abuse include:

~~Our~~● ~~management~~Control isof ~~aware~~the ofmarket for the ~~abuses~~security by one or a few broker-dealers that are often related to the promoter or issuer; ● Manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; ● “Boiler room” practices involving high pressure sales tactics and unrealistic price projections by inexperienced sales persons; ● Excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; ● Wholesale dumping of the same securities by promoters and broker-dealers after prices have ~~occurred~~been ~~historically~~manipulated into a desired level, along with the ~~penny~~inevitable ~~stock~~collapse ~~market~~of those prices with consequent investor losses.

~~Among~~Our management is aware of the ~~factors~~abuses that ~~could~~have ~~affect~~occurred ~~our~~historically ~~stock~~in ~~price~~the ~~are:~~penny stock market.

● Industry trends and the business situation of our suppliers ● Actual or anticipated ﬂuctuations in our quarterly ﬁnancial and operating results and operating results that vary from the expectations of our management or of securities analysts and investors ● our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our future operating results ● Announcements of strategic developments, acquisitions, dispositions, ﬁnancings, product developments and other materials events by us or our competitors ● Regulatory and legislative developments ● Litigation ● General market conditions ● Other domestic and international macroeconomic factors unrelated to our performance ● Changes in key personnel16

~~Sales~~Table ~~by our stockholders~~ of ~~a substantial number of shares of our common stock in the public market could adversely affect the market price of our common stock.~~Contents

~~A substantial portion of our total outstanding shares of common stock may be sold into~~ Among the ~~market~~factors at any time, or a substantial portion of our total outstanding shares of preferred stock may be converted to common stock and sold into the market at any time. Some of these shares are owned by the management of the Company, and we believe that such holders have no current intention to either convert their preferred stock into common stock or to sell a signiﬁcant number of shares of their common stock into the market. If all of the major stockholders were to decide to sell large amounts of stock over a short period of time such sales could ~~cause~~affect ~~the market price of~~ our ~~common~~ stock toprice ~~drop signiﬁcantly, even if our business is performing well.~~are:

~~Our~~● Industry trends and the business issituation ~~dependent~~of ~~upon~~our ~~continued~~suppliers ~~market~~● ~~acceptance~~Actual or anticipated fluctuations in our quarterly financial and operating results and operating results that vary from the expectations of our management or of securities analysts and investors ● our failure to meet the expectations of the investment community and changes in investment community recommendations or estimates of our future operating results ● Announcements of strategic developments, acquisitions, dispositions, financings, product developments and other materials events by ~~consumers.~~us or our competitors ● Regulatory and legislative developments ● Litigation ● General market conditions ● Other domestic and international macroeconomic factors unrelated to our performance ● Changes in key personnel

WeSales by ~~are~~our ~~substantially~~stockholders ~~dependent~~of ona ~~continued~~substantial ~~market~~number ~~acceptance~~ of ~~our~~shares ~~products~~of ~~by consumers. Although we believe that~~ our ~~products~~common stock in the ~~United~~public ~~States~~market ~~are~~could ~~gaining~~adversely ~~increasing~~affect ~~consumer~~the ~~acceptance,~~market weprice of ~~cannot~~our ~~predict~~common ~~that this trend will continue in the future~~stock.

~~The~~A substantial ~~ability~~portion toof ~~hire~~our ~~additional~~total ~~qualiﬁed~~outstanding ~~employees~~shares of common stock may be sold into the market at any time, or a substantial portion of our total outstanding shares of preferred stock may be converted to common stock and sold into the ~~timing~~market at any time. Some of ~~such~~these shares ~~hiring~~are owned by the management of the Company, and ~~our~~we ~~ability~~believe that such holders have no current intention to ~~control~~either ~~costs.~~convert Wetheir preferred ~~may~~stock ~~require~~into ~~additional~~common ~~capital~~stock or to ~~ﬁnance~~sell ~~our~~a ~~operations~~significant innumber of shares of their common stock into the ~~future,~~market. ~~but~~If ~~that~~all ~~capital~~of ~~may~~the major ~~not~~stockholders bewere ~~available~~to ~~when~~decide itto issell ~~needed~~large ~~and~~amounts of stock over a short period of time such sales could because ~~dilutive~~the market price of our common stock to ~~existing~~drop ~~stockholders~~significantly, even if our business is performing well.

WeOur business ~~may~~is ~~require~~dependent ~~additional~~upon ~~capital~~continued ~~for~~market ~~future~~acceptance ~~operations.~~by ~~We plan to ﬁnance anticipated ongoing expenses and capital requirements with funds generated from the following sources:~~consumers.

●We are ~~Cash~~substantially ~~provided~~dependent on continued market acceptance of our products by ~~operating~~consumers. ~~activities~~Although ●we ~~Available~~believe ~~cash~~that ~~and~~our ~~cash~~products ~~investments~~in ●the United ~~Capital~~States ~~raised~~are ~~through~~gaining ~~debt~~increasing ~~and~~consumer ~~equity~~acceptance, ~~offerings~~we cannot predict that this trend will continue in the future.

17The ability to hire additional qualified employees, and the timing of such hiring and our ability to control costs. We may require additional capital to finance our operations in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders.

~~Table~~We may ofrequire ~~Contents~~additional capital for future operations. We plan to finance anticipated ongoing expenses and capital requirements with funds generated from the following sources:

~~Current~~● ~~conditions~~Cash inprovided ~~the~~by ~~capital~~operating ~~markets~~activities ~~are~~● ~~such~~Available ~~that~~cash traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and acash ~~number~~investments of● ~~other~~Capital ~~factors,~~raised ~~many~~through ofdebt which are outside our control. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, ﬁnancial condition, results of operations and ~~prospects.~~equity ~~Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.~~offerings

If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, we may raise capital by issuing equity securities that may be senior to our common stock for the purposes of dividend and liquidating distributions, which may adversely affect the market price of our common stock. Finally, upon bankruptcy or liquidation, holders of our debt securities and shares of preferred stock and lenders with respect to other borrowings will receive a distribution of our available assets prior to the holders of our common stock. Additional equity offerings may dilute the holdings of our existing stockholders or reduce the market price of our common stock, or both.17

~~Requirements~~Table ~~associated~~of ~~with being a reporting public company will require signiﬁcant company resources and management attention.~~Contents

WeCurrent conditions ~~have~~in ~~ﬁled a Form S1 registration statement with~~ the ~~U.S.~~capital ~~Securities~~markets ~~and~~are ~~Exchange~~such ~~Commission~~that ~~(“SEC”).~~traditional ~~Once~~sources ~~the~~of ~~Form~~capital S1may ~~becomes~~not ~~effective, we will~~ be ~~subject~~available to ~~the~~us ~~reporting~~when ~~requirements~~needed ofor ~~the~~may ~~Exchange~~be ~~Act~~available only ~~and~~on ~~the~~unfavorable ~~other~~terms. ~~rules~~Our ~~and~~ability ~~regulations~~to ofraise ~~the~~additional ~~SEC~~capital, ~~relating~~if toneeded, ~~public~~will ~~companies.~~depend Weon ~~are~~conditions ~~working~~in ~~with~~the ~~independent~~capital ~~legal~~markets, ~~accounting~~economic conditions and ~~ﬁnancial~~a ~~advisors~~number toof ~~identify~~other ~~those~~factors, ~~areas~~many inof which ~~changes~~are ~~should~~outside ~~be made to~~ our ~~ﬁnancial and management~~ control. ~~systems~~Accordingly, towe ~~manage~~cannot ~~our~~assure ~~growth~~you ~~and~~that ~~our~~we ~~obligations~~will asbe anable to ~~SEC~~successfully ~~reporting~~raise ~~company.~~additional ~~These~~capital ~~areas~~at ~~include~~all ~~corporate~~or ~~governance,~~on ~~internal~~terms ~~control,~~that ~~internal~~are ~~audit,~~acceptable ~~disclosure~~to ~~controls~~us. ~~and~~If ~~procedures~~we ~~and~~cannot ~~ﬁnancial~~raise ~~reporting~~additional ~~and~~capital ~~accounting~~when ~~systems.~~needed, it Wemay have ~~made,~~a ~~and~~material ~~will~~adverse ~~continue~~effect toon ~~make~~our liquidity, ~~changes~~financial ~~in these and other areas~~condition, ~~including~~results ~~our~~of ~~internal~~operations ~~control~~and ~~over ﬁnancial reporting~~prospects. ~~However~~Further, if we raise ~~cannot~~capital ~~provide~~by ~~assurances~~issuing ~~that~~stock, ~~these~~the ~~and~~holdings ~~other~~of ~~measures~~our weexisting ~~may~~stockholders ~~take~~ will be ~~suﬃcient to allow us to satisfy our obligations as an SEC reporting company on a timely basis~~diluted.

If we raise capital by issuing debt securities, such debt securities would rank senior to our common stock upon our bankruptcy or liquidation. In addition, ~~compliance~~we ~~with~~may ~~reporting~~raise ~~and~~capital ~~other~~by ~~requirements~~issuing ~~applicable~~equity tosecurities ~~SEC~~that ~~reporting~~may ~~companies~~be ~~will~~senior ~~create~~to ~~additional~~our ~~costs~~common stock for the ~~Company~~purposes of dividend and liquidating ~~will~~distributions, ~~require~~which ~~the~~may ~~time~~adversely ~~and~~affect ~~attention~~the market price of ~~management~~our ~~and~~common ~~may~~stock. ~~require~~Finally, ~~the~~upon ~~hiring~~bankruptcy or liquidation, holders of ~~additional~~our ~~personnel~~debt securities and ~~legal,~~shares ~~audit~~of preferred stock and ~~other~~lenders ~~professionals.~~with Werespect ~~cannot~~to ~~predict~~other orborrowings ~~estimate~~will ~~the~~receive ~~amount~~a distribution of ~~the~~our ~~additional~~available ~~costs~~assets weprior ~~may~~to ~~incur,~~ the ~~timing~~holders of ~~such~~our ~~costs~~common orstock. Additional equity offerings may dilute the ~~impact~~holdings ~~that~~of our ~~management’s~~existing stockholders ~~attention~~or toreduce ~~these~~the ~~matters~~market ~~will~~price ~~have~~of on our ~~business~~common stock, or both.

WeRequirements associated ~~are~~with anbeing ~~emerging~~a ~~growth~~reporting public company ~~and,~~will asrequire asignificant ~~result~~company ofresources ~~the reduced disclosure~~ and ~~governance~~management ~~requirements applicable to emerging growth companies, our common stock may be less attractive to investors~~attention.

We have ~~are~~filed ana ~~emerging~~Form ~~growth~~S-1 ~~company,~~registration asstatement ~~deﬁned~~with in the ~~JOBS~~U.S. ~~Act,~~Securities and weExchange ~~are~~Commission ~~eligible~~(“SEC”). to-We ~~take~~are ~~advantage~~subject to ofthe ~~certain exemptions from various~~ reporting requirements ~~applicable~~of tothe ~~other~~Exchange ~~public~~Act ~~companies,~~and ~~but~~the ~~not~~other torules ~~emerging~~and ~~growth~~regulations ~~companies, including, but not limited to, a requirement to present only two years~~ of ~~audited ﬁnancial statements, an exemption from~~ the ~~auditor~~SEC ~~attestation~~relating ~~requirement~~to ofpublic ~~Section~~companies. ~~404~~We ofare working ~~the~~with ~~Sarbanes-Oxley~~independent ~~Act~~legal, ~~reduced~~accounting ~~disclosure~~and ~~about~~financial ~~executive~~advisors ~~compensation arrangements pursuant~~ to ~~the~~identify ~~rules~~those ~~applicable~~areas toin ~~smaller~~which ~~reporting~~changes ~~companies~~should ~~and~~be nomade ~~requirement~~ to ~~seek~~our financial ~~non-binding~~and ~~advisory~~management ~~votes~~control onsystems ~~executive~~to ~~compensation~~manage orour ~~golden~~growth ~~parachute~~and ~~arrangements,~~our ~~although~~obligations ~~some of these exemptions are available to us~~ as aan ~~smaller~~SEC reporting company (i.e. aThese ~~company~~areas ~~with~~include corporate ~~less~~governance, ~~than~~internal ~~$75~~control, ~~million~~internal ofaudit, ~~its~~disclosure ~~voting~~controls ~~equity~~and ~~held~~procedures byand ~~aﬃliates).~~financial Wereporting ~~have~~and ~~elected to adopt these reduced disclosure requirements~~accounting systems. We ~~cannot~~have ~~predict~~made, ifand ~~investors~~ will ~~ﬁnd~~continue ~~our~~to ~~common~~make, ~~stock~~changes ~~less~~in ~~attractive~~these asand aother ~~result~~areas, ofincluding our ~~taking~~internal ~~advantage~~control ofover ~~these exemptions~~financial reporting. IfHowever, ~~some~~we ~~investors~~cannot ~~ﬁnd~~provide ~~our~~assurances ~~common~~that ~~stock~~these ~~less~~and ~~attractive~~other asmeasures awe ~~result~~may oftake ~~our~~will ~~choices, there may~~ be asufficient ~~less~~to ~~active~~allow ~~trading~~us ~~market~~to ~~for~~ satisfy our ~~common~~obligations ~~stock~~as ~~and~~an ~~our~~SEC ~~stock~~reporting ~~price~~company ~~may~~on bea ~~more~~timely ~~volatile~~basis.

WeIn addition, docompliance ~~not~~with ~~expect~~reporting and other requirements applicable to ~~pay~~SEC ~~any~~reporting ~~cash~~companies ~~dividends~~will increate additional costs for the Company ~~foreseeable~~and ~~future~~will require the time and attention of management and may require the hiring of additional personnel and legal, audit and other professionals. We cannot predict or estimate the amount of additional costs we may incur, the timing of such costs or the impact that our management’s attention to these matters will have on our business.

We are ~~intend~~an toemerging ~~retain our future earnings, if any, in order to reinvest in the development and~~ growth ofcompany ~~our business~~ and, ~~therefore,~~as doa ~~not~~result ~~intend~~of ~~to pay dividends on our common stock for~~ the ~~foreseeable~~reduced ~~future.~~disclosure ~~Any future determination to pay dividends will be at the discretion of our board of directors~~ and ~~will~~governance ~~depend on our ﬁnancial condition, results of operations, capital~~ requirements, ~~and~~applicable ~~such other factors as our board of directors deems relevant. Accordingly, investors may need~~ to ~~sell~~emerging ~~their~~growth ~~shares of~~ companies, our common stock ~~to realize a return on their investment, and they~~ may ~~not~~ be ~~able~~less attractive to ~~sell such shares at or above the price paid for them~~investors.

18We are an emerging growth company, as defined in the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies, but not to emerging growth companies, including, but not limited to, a requirement to present only two years of audited financial statements, an exemption from the auditor attestation requirement of Section 404 of the Sarbanes-Oxley Act, reduced disclosure about executive compensation arrangements pursuant to the rules applicable to smaller reporting companies and no requirement to seek non-binding advisory votes on executive compensation or golden parachute arrangements, although some of these exemptions are available to us as a smaller reporting company (i.e. a company with less than $75 million of its voting equity held by affiliates). We have elected to adopt these reduced disclosure requirements. We cannot predict if investors will find our common stock less attractive as a result of our taking advantage of these exemptions. If some investors find our common stock less attractive as a result of our choices, there may be a less active trading market for our common stock and our stock price may be more volatile.

~~Table of Contents~~18

WeTable ~~can sell additional shares~~ of common stock without consulting stockholders and without offering shares to existing stockholders, which would result in dilution of existing stockholders’ interests in the Company and could depress our stock price.Contents

~~Our~~We do ~~Articles~~not ofexpect ~~Incorporation authorize 100,000,000 shares of common stock, par value $0.0001 per share, of which 42,547,484 were outstanding as of December 31, 2023. Moreover, our Board of Directors is authorized~~ to ~~issue~~pay ~~additional~~any ~~shares~~cash ofdividends ~~our common stock and preferred stock. Although our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders~~ in ~~connection with any future issuance of our capital stock,~~ the ~~future~~foreseeable issuance of additional shares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existing stockholders, which could also have a material effect on the market value of the sharesfuture.

~~Because~~We intend weto ~~will~~retain beour ~~subject~~future earnings, if any, in order to ~~“penny~~reinvest ~~stock”~~in ~~rules~~the development and growth of our business and, therefore, do not intend to pay dividends on our common stock for the ~~level~~foreseeable future. Any future determination to pay dividends will be at the discretion of ~~trading~~our ~~activity~~board inof directors and will depend on our financial condition, results of operations, capital requirements, and such other factors as our board of directors deems relevant. Accordingly, investors may need to sell their shares of our common stock to realize a return on their investment, and they may not be ~~reduced~~able to sell such shares at or above the price paid for them.

~~Broker-dealer~~We can ~~practices~~sell inadditional ~~connection~~shares ~~with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. Penny stocks generally are equity securities with a price~~ of ~~less~~common ~~than $5.00 (other than securities registered on some national securities exchanges). The penny~~ stock ~~rules~~without ~~require~~consulting astockholders ~~broker-dealer to deliver to its customers a standardized risk disclosure document that provides information about penny stocks~~ and ~~the~~without ~~nature~~offering ~~and~~shares ~~level of risks in the penny stock market prior~~ to ~~carrying~~existing ~~out~~stockholders, awhich would ~~transaction~~result in adilution ~~penny stock not otherwise exempt from the rules. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation~~ of ~~the~~existing ~~broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer~~stockholders’s ~~presumed~~interests ~~control over the market, and monthly account statements showing the market value of each penny stock held~~ in the ~~customer’s~~Company ~~account. In addition, broker-dealers who sell these securities to persons other than established customers~~ and ~~“accredited~~could ~~investors”~~depress ~~must~~our ~~make a special written determination that the penny~~ stock ~~is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction~~price. ~~Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules.~~

~~Financial~~Our Articles ~~Industry~~of ~~Regulatory~~Incorporation ~~Authority~~authorize ~~(FINRA)~~100,000,000 ~~sales~~shares ~~practice~~of ~~requirements~~common ~~may~~stock, ~~also~~par ~~limit~~value ~~your~~$0.0001 ~~ability~~per share, of which 44,337,557 were outstanding as of December 31, 2024. Moreover, our Board of Directors is authorized to ~~buy~~issue additional shares of our common stock and ~~sell~~preferred stock. Although our Board of Directors intends to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection with any future issuance of our capital stock, the future issuance of additional shares of our common stock or preferred stock convertible into common stock would cause immediate, and potentially substantial, dilution to our existing stockholders, which could ~~depress~~also ~~our~~have ~~share~~a ~~price~~material effect on the market value of the shares.

~~FINRA~~Because we ~~rules~~will ~~require~~be ~~that~~subject ~~in recommending an investment~~ to a“penny ~~customer,~~stock” a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customersrules, ~~broker-dealers must make reasonable efforts to obtain information about~~ the ~~customer’s~~level ~~ﬁnancial status, tax status, investment objectives and other information. Under interpretations~~ of ~~these~~trading ~~rules,~~activity ~~FINRA~~in believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more diﬃcult for broker-dealers to recommend that their customers buy our ~~common~~ stock, ~~which~~ may ~~limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price~~be reduced.

~~Item~~Broker-dealer practices 1Bin connection with transactions in “penny stocks” are regulated by penny stock rules adopted by the Securities and Exchange Commission. ~~Unresolved~~Penny ~~Staff~~stocks ~~Comments~~generally are equity securities with a price of less than $5.00 (other than securities registered on some national securities exchanges). The penny stock rules require a broker-dealer to deliver to its customers a standardized risk disclosure document that provides information about penny stocks and the nature and level of risks in the penny stock market prior to carrying out a transaction in a penny stock not otherwise exempt from the rules. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and, if the broker-dealer is the sole market maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, broker-dealers who sell these securities to persons other than established customers and “accredited investors” must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. Consequently, these requirements may have the effect of reducing the level of trading activity, if any, in the secondary market for a security subject to the penny stock rules.

~~None~~Financial Industry Regulatory Authority (FINRA) sales practice requirements may also limit your ability to buy and sell our stock, which could depress our share price.

~~Item~~FINRA rules 1Crequire that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. ~~Cybersecurity~~Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares, depressing our share price.

~~Cyber Risk Management and Strategy~~19

WeTable ~~recognize the importance~~ of ~~assessing, identifying, and managing risks from cybersecurity threats. Our approach to cybersecurity risk management is aligned with our risk profile and business.~~Contents

~~We intend to leverage the support of third-party information technology and security providers, including to perform a risk assessment designed to identify, assess, and manage cybersecurity risks~~Item 1B. ~~Further,~~Unresolved weStaff ~~will develop a formal, documented process to assess the data protection practices of certain third-party vendors that may handle sensitive information on our behalf.~~Comments

Although risks from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us or our business strategy, results of operations or financial condition, we could, from time to time, experience threats and security incidents relating to our and our third-party vendors’ information systemsNone. ~~For more information, please see the section entitled “Risk Factors” in this Annual Report on Form 10-K.~~

19Item 1C. Cybersecurity

~~Table~~Cyber Risk ofManagement ~~Contents~~and Strategy

~~Governance~~We recognize ~~Related~~the importance of assessing, identifying, and managing risks from cybersecurity threats. Our approach to ~~Cybersecurity~~cybersecurity ~~Risks~~risk management is aligned with our risk profile and business.

~~Our~~We intend ~~Board~~to ofleverage ~~Directors~~the issupport ~~responsible~~of ~~for~~third-party ~~the~~information ~~strategic~~technology ~~leadership~~ and ~~direction~~security ofproviders, ~~our~~including ~~cybersecurity~~to ~~program.~~perform ~~Our~~a ~~Board~~risk ~~has~~assessment ~~oversight~~designed to ~~over~~identify, assess, and manage cybersecurity risks. ~~Our~~Further, ~~management~~we ~~provides~~will ~~periodic~~develop ~~presentations~~a toformal, ~~the~~documented ~~Board~~process onto ~~our~~assess ~~cybersecurity~~the ~~program,~~data ~~including~~protection practices ~~updates~~of oncertain ~~cybersecurity~~third-party ~~risks~~vendors ~~and~~that ~~related~~may ~~cybersecurity~~handle ~~strategy,~~sensitive asinformation ~~applicable~~on our behalf.

~~Item~~Although risks 2from cybersecurity threats have to date not materially affected, and we do not believe they are reasonably likely to materially affect, us or our business strategy, results of operations or financial condition, we could, from time to time, experience threats and security incidents relating to our and our third-party vendors’ information systems. ~~Properties~~For more information, please see the section entitled “Risk Factors” in this Annual Report on Form 10-K.

~~The~~Governance Related ~~Company~~to ~~has~~Cybersecurity ~~its principal offices located at 650 Ponce De Leon Ave, Suite 300 #2334, Atlanta, GA 30308.~~Risks

~~Item~~Our Board 3of Directors is responsible for the strategic leadership and direction of our cybersecurity program. ~~Legal~~Our ~~Proceedings~~Board has oversight over cybersecurity risks. Our management provides periodic presentations to the Board on our cybersecurity program, including updates on cybersecurity risks and related cybersecurity strategy, as applicable.

We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operationsItem 2. Properties

~~Item~~The Company 4.has ~~Mine~~its ~~Safety~~principal ~~Disclosures~~offices located at 650 Ponce De Leon Ave, Suite 300 #2334, Atlanta, GA 30308.

~~Not Applicable~~Item 3. Legal Proceedings

20We are not currently involved in any litigation nor to our knowledge, is any litigation threatened against us, the outcome of which would, in our judgment based on information currently available to us, have a material adverse effect on our financial position or results of operations.

~~Table~~Item 4. ofMine ~~Contents~~Safety Disclosures

~~PART II~~Not Applicable.

~~Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~20

~~Market~~Table ~~Information~~of Contents

Our stock price is not quoted or traded on any securities market. The common stock price is likely to be highly volatile and could be subject to wide fluctuations in response to various factors, some of which are beyond the Company’s control or unrelated to its operating performance.PART II

WeItem 5. ~~intend~~Market tofor ~~have~~Registrant’s ~~our~~Common ~~common stock begin trading on the OTC Markets Group~~Equity, ~~Inc.~~Related ~~under~~Stockholder ~~the~~Matters ~~symbol~~and ~~“TCGI”.~~Issuer ~~The~~Purchases ~~OTC Markets is a network~~ of ~~security~~Equity ~~dealers that buy and sell stock.~~Securities

The Company’s common stock, if quoted or traded, will be thinly traded so the Company’s stockholders may be unable to sell at or near ask prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.Market Information

~~Holders~~Our common stock began trading on the OTC Pink Markets under the symbol “TCRG”. The OTC Markets is a network of security dealers that buy and sell stock.

AsThe common ofstock ~~March~~price ~~27,~~is ~~2024,~~likely ~~there~~to ~~were~~be ~~approximately~~highly 32volatile ~~holders~~and could be subject to wide fluctuations in response to various factors, some of which ~~our~~are beyond the Company’s control or unrelated to its operating performance. The Company’s common stock will likely be thinly traded so the Company’s stockholders may be unable to sell at or near ask prices or at all if they need to sell their shares to raise money or otherwise desire to liquidate their shares.

~~Dividends~~Holders

WeAs of ~~have~~February ~~never~~25, ~~declared~~2025, orthere ~~paid~~were ~~any~~approximately ~~cash~~33 ~~dividends~~holders onof our common stock~~, nor do we anticipate paying any in the foreseeable future~~. We expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors and will depend upon our earnings levels, capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

~~Unregistered Sales of Equity Securities and Use of Proceeds~~Dividends

OnWe have ~~February~~never ~~16,~~declared ~~2023~~or paid any cash dividends on our common stock, nor do we anticipate paying any in the ~~Company~~foreseeable ~~sold~~future. ~~333,334~~We ~~shares~~expect to retain any future earnings to finance our operations and expansion. The payment of ~~common~~cash ~~stock~~dividends in athe ~~private~~future ~~placement~~will ~~for~~be ~~gross~~at ~~proceeds~~the discretion of ~~$10~~our Board of Directors and will depend upon our earnings levels,~~000~~ capital requirements, any restrictive loan covenants and other factors the Board considers relevant.

OnUnregistered Sales ~~April 27, 2023, the Company issued 914,286 shares~~ of ~~common~~Equity ~~stock~~Securities toand aUse ~~related party for cash proceeds in the amount~~ of ~~$20,000 ($0.022 per share).~~Proceeds

On February ~~May 10~~16, 2023, the Company sold 1333,~~066,666~~334 shares of common stock atin a ~~price~~private ofplacement ~~$0.015 per share~~ for ~~cash~~gross proceeds of $1610,000 ~~to each of two investors (a total of 2,133,332 shares of common stock for aggregate cash proceeds of $32,000)~~.

On April ~~October 7~~27, 2023, the Company ~~sold~~issued ~~416~~914,~~933~~286 shares of common stock atto a ~~price~~related ofparty ~~$0.015 per share~~ for cash proceeds in the amount of $620,~~254~~000 ($0.022 per share).

On May ~~October~~ 10, 2023, the Company sold ~~416~~1,~~933~~066,666 shares of common stock at a price of $0.015 per share for cash proceeds of $616,~~254~~000 to each of two investors (a total of 2,133,332 shares of common stock for aggregate cash proceeds of $32,000).

On October ~~November 10~~7, 2023, the Company sold ~~168~~416,~~666~~933 shares of common stock at a price of $0.015 per share for cash proceeds of $26,~~500~~254.

On October ~~December 28~~10, 2023, the Company sold ~~967~~416,~~333~~933 shares of common stock at a price of $0.015 per share for cash proceeds of $146,~~510~~254.

~~Proceeds~~On November ~~were~~10, ~~used~~2023, tothe ~~cover~~Company ~~operating~~sold ~~expenses~~168,666 ~~and~~shares toof ~~pay~~common ~~expenses~~stock ~~related~~at toa ~~the~~price ~~Company’s registration~~ of ~~its~~$0.015 ~~shares~~per ~~and~~share ~~filings~~for ~~with~~cash ~~the~~proceeds ~~Securities~~of ~~and Exchange Commission~~$2,500.

~~Item~~On December 628, 2023, the Company sold 967,333 shares of common stock at a price of $0.015 ~~[Reserved]~~per share for cash proceeds of $14,510.

On May 8, 2024, the Company sold 21,740 shares of common stock at a price of $0.23 per share for cash proceeds of $5,000.

~~Table~~On July 31, 2024, the Company sold 10,000 shares of ~~Contents~~common stock at a price of $0.23 per share for cash proceeds of $2,300.

~~Item~~On November 7.18, ~~Management’s~~2024, ~~Discussion~~the ~~and~~Company ~~Analysis~~sold 100,000 shares of ~~Financial~~common ~~Condition~~stock ~~and~~at ~~Results~~a price of ~~Operations~~$0.05 per share for cash proceeds of $5,000.

~~Cautionary~~On December ~~Note~~27, ~~Regarding~~2024, ~~Forward~~the ~~Looking~~Company ~~Statements~~sold 8,333 shares of common stock at a price of $0.12 per share for cash proceeds of $1,000.

~~This~~Proceeds were ~~report~~used ~~contains~~to ~~forward-looking~~cover ~~statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future trends and~~ operating ~~results,~~expenses ~~the planned expansion of operations into new markets~~ and ~~applications,~~to ~~characteristics~~pay ~~and~~expenses ~~trends~~related ~~and~~to the ~~demand~~Company’s ~~for~~registration ~~products and services we offer, the need for and use~~ of ~~proceeds~~its ~~from~~shares ~~one or more financings for strategic arrangements~~ and ~~partnerships,~~filings ~~our~~with the ~~future~~Securities ~~capital needs~~ and ~~ability~~Exchange ~~to obtain financings and liquidity~~Commission. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

~~The results anticipated by any or all of these forward-looking statements might not occur~~Item 6. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the future impact of the geopolitical conflicts in Israel and Ukraine, inflation and Federal Reserve interest rate increases in response thereto on the economy including the potential for a recession, downturn in economic activity and the capital markets and a resulting reduction in demand for our offerings, declines in expenditures for digital marketing campaigns and a trend towards in-housing those functions, our limited operating history and revenue, our ability to effectively navigate challenges posed by the complex industries we serve including the potential for rapid and unpredictable technological change, regulatory burdens and an intense competitive environment. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.[Reserved]

~~Background of the Company~~21

~~The~~Table Cannaisseur Group, Inc. (the “Company” or “TCG”) was established in December 2020. On January 4, 2021 the Company acquired a fifty-one percent (51%) interest in Atlanta CBD Inc. (d/b/a as Inno Medicinals) (“Atlanta CBD”). Atlanta CBD is engaged in hemp cultivation, extraction, manufacturing, distribution, and retail through CBD stores. Currently, the Company’s only assets and operations consist of the 51% interest it owns in Atlanta CBD, Inc. TCG manages and operates Atlanta CBD’s business on a day-to-day basis. The Company intends to develop its own hemp cultivation, extraction, and manufacturing business and work in conjunction with Atlanta CBD to grow the Company’s business operations.Contents

~~Atlanta CBD is a hemp products supplier and retailer~~Item 7. ItManagement’s ~~sells~~Discussion ~~its retail hemp products through trade name, Inno Medicinals, located in Atlanta Georgia. Atlanta CBD intends in the future to engage in cultivation~~ and ~~extraction~~Analysis of ~~hemp~~Financial ~~flower,~~Condition ~~through a trade name Requisite Technologies. Requisite Technologies will be dedicated to producing~~ and ~~selling~~Results ~~premium oil, tinctures, capsules, edibles, and topicals. Our mission is to grow one~~ of the best hemp plants and produce high-quality infused products to provide customers with products and services they trust. We expect that, when established, Requisite Technologies will have the ability to grow hemp year-round, aiming to grow up to 12 different strains, and can produce from seedling to finished product.Operations

~~Results~~Cautionary Note ofRegarding ~~Operations~~Forward ~~for~~Looking ~~the Year Ended December 31, 2023 as Compared to the Year Ended December 31, 2022~~Statements

~~Revenue~~This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding future trends and operating results, the planned expansion of operations into new markets and applications, characteristics and trends and the demand for products and services we offer, the need for and use of proceeds from one or more financings for strategic arrangements and partnerships, our future capital needs and ability to obtain financings and liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

~~Revenue~~The results ~~was~~anticipated ~~$53,130~~by ~~for~~any ~~the~~or ~~twelve~~all ~~months~~of ~~ended~~these ~~December~~forward-looking ~~31,~~statements ~~2023~~might not occur. Important factors, ~~compared~~uncertainties and risks that may cause actual results to ~~$88,145~~differ ~~for~~materially from these forward-looking statements include the ~~twelve~~future ~~months~~impact ~~ended~~of ~~December~~the 31geopolitical conflicts in Israel and Ukraine, ~~2022~~inflation and Federal Reserve interest rate increases in response thereto on the economy including the potential for a recession, downturn in economic activity and the capital markets and a ~~decrease~~resulting ofreduction ~~$35,015,~~in ordemand ~~39.7%.~~for ~~The~~our ~~decrease~~offerings, declines in ~~revenue~~expenditures ~~was~~for ~~due~~digital tomarketing campaigns and a ~~decline~~trend towards in-housing ~~retail~~those ~~sales~~functions, ~~driven~~our limited operating history and revenue, our ability to effectively navigate challenges posed by ~~inflation~~the complex industries we serve including the potential for rapid and ~~reduced~~unpredictable technological ~~buying~~change, ~~power~~regulatory burdens and an intense competitive environment. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of ~~consumers~~new information, future events or otherwise.

~~Costs~~ Background of ~~Revenue~~the Company

~~Cost~~The Cannaisseur ofGroup, ~~revenue~~Inc. (the “Company” or “TCRG”) was ~~$26~~established in December 2020. On January 4,~~976~~ ~~for~~2021 the ~~twelve~~Company acquired ~~months~~a ~~ended~~fifty-one ~~December~~percent ~~31,~~(51%) ~~2023,~~interest ~~compared~~in Atlanta CBD Inc. (d/b/a as Inno Medicinals) (“Atlanta CBD”). Atlanta CBD was formed to ~~$42~~engage in hemp cultivation,~~839~~ ~~during~~extraction, ~~the~~manufacturing, ~~twelve~~distribution, ~~months~~and ~~ended~~retail ~~December~~sales 31through CBD stores. The Company, ~~2022~~however, has now transitioned into a ~~decrease~~health and wellness company, with the aim of ~~$15~~promoting and selling health and wellness products,~~863,~~ orincluding CBD-related 37products.0 Currently, the Company’s only assets and operations consist of the 51% interest it owns in Atlanta CBD, Inc. TCRG manages and operates Atlanta CBD’s business on a day-to-day basis. The ~~decrease~~Company ~~was~~intends ~~driven~~to ~~primarily~~develop byits ~~reduced~~own ~~sales~~hemp cultivation, extraction, and manufacturing business and work in conjunction with Atlanta CBD to grow the ~~current~~Company’s ~~year~~business operations.

~~Our~~Atlanta CBD, ~~gross~~at ~~profit~~its ~~margins~~inception, ~~were~~was ~~49.2%~~a hemp products supplier and 51retailer.4% ~~during~~It ~~the~~sold ~~twelve~~its ~~months~~retail ~~ended~~hemp ~~December~~products ~~31,~~through ~~2023~~trade ~~and~~name, ~~2022~~Inno Medicinals, located ~~respectively~~in Atlanta Georgia. ~~Continued~~Currently, ~~growth~~Atlanta ofCBD, in order to better reflect the ~~consumer~~direction ~~market~~of ~~for~~TCRG, ~~CBD~~intends ~~products~~to sell health and ~~increases~~wellness products inthrough ~~competition~~its ~~are~~retail ~~anticipated~~operations. toThe ~~continue~~products tooffered ~~create~~for ~~pressure~~sale onwill ~~gross~~also ~~profit~~reflect ~~margins~~the shift in strategy of TCRG.

22Results of Operations for the Year Ended December 31, 2024 as Compared to the Year Ended December 31, 2023

~~Table of Contents~~Revenue

~~Selling~~Revenue was $700 for the twelve months ended December 31, ~~General~~2024, compared to $53,130 for the twelve months ended December 31, 2023, a decrease of $52,430, or 98.7%. The decrease in revenue was due to a decline in retail sales caused by the closing of the Company’s retail store. The Company is in the process of restructuring its website and ~~Administrative~~plans ~~Expenses~~to conduct business online. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

~~selling, general and administrative expenses were $215,130 for the twelve months ended December 31, 2023, an increase~~ Costs of $77,923, or 56.8%, compared to $137,207 during the twelve months ended December 31, 2022. The increase was driven primarily by an increase in costs associated with the registration of shares for sale, an increase in rent and rent-related costs, and salaries.Revenue

~~Other~~Cost of ~~Income~~revenue ~~(Expense)~~was $4,275 ~~Net~~for the twelve months ended December 31, 2024, compared to $26,976 during the twelve months ended December 31, 2023, a decrease of $22,701, or 84.2%. The decrease was driven primarily by reduced sales in the current year.

~~Other~~Our gross ~~income,~~profit ~~net~~margins ~~was~~were ~~$17,314~~(510.7%) ~~during~~and ~~the twelve months ended December 31, 2023, compared to other expense, net of $~~49.2~~,112~~% during the twelve months ended December 31, ~~2022,~~2024 aand ~~change of $19~~2023,~~426,~~ ~~or 919~~respectively.~~8%.~~ ~~The~~Continued ~~change~~growth of ~~was~~ the ~~result~~consumer ofmarket ~~a gain on settlement~~ for ~~accrued~~CBD ~~rent~~products ~~payable,~~and asincreases ~~well as a decrease~~ in ~~interest~~competition ~~expense~~are ~~during~~anticipated ~~the~~to ~~twelve~~continue ~~months~~to ~~ended~~create ~~December~~pressure ~~31,~~on ~~2023.~~gross ~~During~~profit ~~the year ended December 31, 2022, other expense, net consisted entirely of interest expense~~margins.

~~Liquidity and Capital Resources~~22

AsTable of December 31, 2023, we had $44,617 in total assets, including cash and cash equivalents of $38,390, compared to $59,289 in total assets, including cash and cash equivalents of $18,534, as of December 31, 2022. The decrease in assets is primarily attributable to amortization of right of use assets and forfeiture of the security deposit on rental space.Contents

~~As of December 31~~Selling, General ~~2023, we had total liabilities of $136,687, consisting of accounts payable~~ and ~~accrued~~Administrative expenses of $47,918, notes payable - current of $6,377, dividends payable of $1,608, and long-term notes payable of $65,783. As of December 31, 2022, we had total liabilities of $81,717, including accounts payable and accrued expenses of $32,009, dividends payable of $1,608, notes payable current of $1,517, lease liabilities of $19,850 and long-term notes payable of $25,783. The increase in liabilities is mainly due to an increase in accounts payable, convertible notes payable, and settlements payable, offset by a decrease in the operating lease liability.Expenses

~~Cash~~Selling, general ~~Flows~~and ~~from~~administrative ~~Operating~~expenses ~~Activities~~were $1,263,004 for the twelve months ended December 31, 2024, an increase of $1,046,950, or 484.6%, compared to $216,054 during the twelve months ended December 31, 2023. The increase was driven primarily by an increase in costs associated with the registration of shares for sale, an increase in stock-based compensation, and salaries.

~~For~~Other Income ~~the twelve months ended December 31, 2023, cash used in operating activities of $126,074 resulted from a net loss of $171,662, adjustments for non-cash items totaling $~~(~~585~~Expense) ~~and a net increase of $46~~,~~173~~ in the components of working capital. The non-cash adjustments to net income are attributable to charges of $3,822 for depreciation, $15,485 for amortization of right to use asset, and $(18,968) from gain on settlement. The change in the components of working capital was due primarily to an increase in accounts payable and accrued expenses of $63,420 and a decrease in right of use liability of $17,124, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.Net

~~For~~Other expense, net was $6,427 during the twelve months ended December 31, ~~2022~~2024, ~~cash~~compared ~~used~~to inother ~~operating activities of $23~~income,~~935~~ ~~resulted primarily from a~~ net ~~loss~~ of $9417,~~013~~314 ~~adjusted~~during ~~for~~the ~~non-cash~~twelve months ~~items~~ended ~~totaling~~December ~~$23~~31,~~064~~ ~~and~~2023, a ~~net~~change ~~increase~~ of $4723,~~014 in the components of working capital. The non-cash adjustments to net income are attributable to charges of $18~~741,~~806~~ ~~for~~or ~~amortization of right of use asset and $4,258 for depreciation~~137.1%. The change inwas the ~~components~~result of ~~working~~a ~~capital~~gain ~~was~~on ~~due~~settlement ~~primarily~~for toaccrued anrent ~~increase of $42~~payable,~~951~~ as inwell ~~due~~as ~~from related party and~~ a decrease in ~~right~~interest ofexpense ~~use~~during ~~lease~~the ~~liability~~twelve ofmonths ~~$19~~ended December 31,~~845,~~ ~~with~~2023. During the ~~remaining~~year ~~change~~ended ~~attributable~~December to31, ~~normal~~2024, other ~~operational~~expense, ~~fluctuations~~net inconsisted ~~current~~entirely ~~assets~~of ~~and~~interest ~~current liabilities~~expense.

~~Cash~~Liquidity and ~~Flows~~Capital ~~Provided by Financing Activities~~Resources

~~Our~~As of ~~financing~~December ~~activities~~31, ~~consisted~~2024, ~~primarily~~we ofhad ~~the~~$1,876 ~~sale~~in total assets, including cash and cash equivalents of ~~common~~$563, ~~stock~~compared to $43,693 ~~borrowings~~in total assets, including cash and ~~repayments~~cash equivalents of ~~debt~~$38,390, as of December 31, 2023. The decrease in assets is primarily attributable to a decrease in cash, and ~~contributed~~the ~~capital~~write-off ~~from~~of ~~related~~obsolete ~~parties~~inventory.

~~For~~As of ~~the~~December ~~twelve~~31, ~~months~~2024, ~~ended~~we ~~December~~had ~~31,~~total ~~2023~~liabilities of $305,576, ~~cash~~consisting ~~provided~~of byaccounts ~~financing~~payable ~~activities~~and accrued expenses of $~~145~~169,~~930~~807, ~~consisted~~settlement payable of $919,~~518~~501, innotes ~~proceeds~~payable ~~from~~- ~~the~~current ~~sale~~ of ~~common stock~~$46,697, dividends payable of $91,~~378~~608, inand ~~proceeds~~long-term ~~from~~notes ~~short~~payable ~~term~~of ~~loans~~$76,463. ~~offset~~As byof ~~repayments~~December 31, 2023, we had total liabilities of $4136,~~518~~687, ~~contributed~~including ~~capital~~accounts bypayable ~~related~~and ~~parties~~accrued expenses of $1047,~~502~~918, ~~proceeds~~settlement ~~from~~payable ~~convertible~~of ~~note~~$15,001, dividends payable of $401,~~000~~608, ~~and~~notes ~~repayments~~payable current of ~~related~~$6,377, ~~party~~and ~~debt~~long-term notes payable of $~~950~~65,783. The increase in liabilities is mainly due to an increase in accounts payable and accrued expenses and additional convertible notes payable.

~~For~~Cash Flows ~~the twelve months ended December 31, 2022, cash provided by financing activities of $36,445 consisted of $22,900 in proceeds~~ from ~~the~~Operating ~~sale~~Activities ~~of common stock, contributed capital by related parties of $12,595, and $950 in proceeds from related party debt.~~

~~General~~For the twelve months ended December 31, 2024, cash used in operating activities of $110,627 resulted from a net loss of $1,273,006, adjustments for non-cash items totaling $1,042,000 and a net increase of $120,379 in the components of working capital. The non-cash adjustments to net income is attributable to charges of $1,042,000 for share-based compensation. The change in the components of working capital was due primarily to an increase in accounts payable and accrued expenses of $121,889 and a decrease in the settlement payable liability of $5,500, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

~~Historically~~For the twelve months ended December 31, we2023, ~~have~~cash ~~financed~~used ~~the~~in ~~Company~~operating ~~through~~activities of $126,074 resulted primarily from a ~~combination~~net loss of ~~debt~~$172,586 adjusted for non-cash items totaling $339 and ~~equity~~a ~~transactions.~~net Toincrease ~~meet~~of ~~future~~$46,173 in the components of working capital. ~~requirements,~~The wenon-cash ~~plan~~adjustments to net income are attributable to ~~raise~~charges ~~additional~~of ~~capital~~$15,485 ~~through~~for ~~the~~amortization ~~sale~~of right of ~~equity~~use ~~securities~~asset, orgain ~~through~~on ~~equity-linked~~settlement orof ~~debt-financing~~$18,968, ~~arrangements~~and $3,822 for todepreciation. The change in the ~~extent~~components ~~our~~of ~~operating~~working ~~cash~~capital ~~flow~~was isdue ~~insufficient~~primarily to ~~fund~~an ~~our~~increase ~~operations~~in accounts payable and accrued expenses of $63,420 and a decrease in ~~future~~right ~~periods~~of use lease liability of $17,124, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

23Cash Flows Provided by Financing Activities

~~Table~~Our financing activities consisted primarily of ~~Contents~~the sale of common stock, borrowings and repayments of debt, and contributed capital from related parties.

~~The~~For the ~~sale~~twelve ofmonths ~~additional~~ended ~~equity~~December or31, ~~debt~~2024, ~~securities~~cash ~~may~~provided ~~result~~by infinancing ~~additional~~activities ~~dilution~~of to$72,800 ~~our~~consisted ~~shareholders. If we raise additional funds through the issuance~~ of ~~debt securities or preferred stock~~$13,300 ~~these~~in ~~securities~~proceeds ~~could~~from ~~have~~the sale ~~rights senior to those~~ of ~~our~~ common stock, ~~and~~contributed ~~could contain covenants that would restrict our operations. Any such required additional~~ capital ~~may~~by ~~not~~related beparties ~~available~~of ~~on reasonable terms~~$7, ~~if at all. If we were unable to obtain additional financing~~000, weproceeds ~~may~~from beconvertible ~~required~~note topayable ~~reduce the scope~~ of $51,000, ~~delay or eliminate some or all of our planned activities~~ and ~~limit~~proceeds from ~~our~~related ~~operations~~party ~~which~~debt ~~could have a material adverse effect on our business, financial condition and results~~ of ~~operations~~$1,500.

~~TCG~~For the ~~expects~~twelve tomonths ~~raise~~ended ~~funds~~December ~~through~~31, ~~private~~2023, ~~investors~~cash ~~and~~provided ~~investment~~by ~~firms~~financing ~~and~~activities isof ~~looking~~$145,930 toconsisted ~~secure~~of a$91,518 ~~non-recourse~~in ~~loan~~proceeds ~~for~~from ~~work~~the sale ~~capital~~of ~~and~~common ~~operating~~stock, ~~expenses.~~$9,378 Wein ~~intend~~proceeds tofrom ~~continue~~short ~~offering~~term ~~smaller~~loans ~~investment~~offset ~~opportunities.~~by ~~Long~~repayments ~~term~~of $4,518, wecontributed ~~plan~~capital toby ~~seek~~related ~~larger amounts~~ parties of ~~investment~~$10,502, toproceeds ~~expand~~from ~~our~~convertible ~~operations.~~note ~~TCGI~~payable ~~will~~of ~~also~~$40,000, ~~look~~and torepayments ~~attain~~of arelated ~~non-recourse~~party ~~loan~~debt of $~~50,000~~950.

There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, continued Federal Reserve interest rate hikes and recessionary fears, as well as trends within our industry, all of which may affect our working capital requirements.General

~~Inflation~~Historically, we have financed the Company through a combination of debt and equity transactions. To meet future capital requirements, we plan to raise additional capital through the sale of equity securities or through equity-linked or debt-financing arrangements, to the extent our operating cash flow is insufficient to fund our operations in future periods.

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.23

~~Going~~Table ~~Concern~~of Contents

The sale ~~accompanying~~of ~~financial~~additional ~~statements~~equity ~~have~~or ~~been~~debt ~~prepared~~securities onmay aresult ~~going~~in ~~concern~~additional ~~basis.~~dilution ~~For~~to ~~the~~our ~~twelve~~shareholders. ~~months~~If ~~ended~~we ~~December~~raise ~~31,~~additional ~~2023,~~funds through the ~~Company~~issuance ~~had~~of adebt ~~net~~securities ~~loss~~or ofpreferred ~~$172~~stock,~~586,~~ ~~net~~these ~~cash~~securities ~~used~~could inhave ~~operating~~rights ~~activities~~senior ofto ~~$126,074,~~those ~~negative working capital~~ of ~~$27,211,~~our ancommon ~~accumulated~~stock ~~deficit~~and ofcould contain ~~$445,991~~covenants ~~and~~that ~~total~~would ~~stockholders’~~restrict ~~deficit~~our ~~of $130,869~~operations. ~~These~~Any ~~matters~~such ~~raise~~required ~~substantial~~additional ~~doubt~~capital ~~about~~may ~~the~~not ~~Company’s~~be ~~ability~~available toon ~~continue~~reasonable asterms, if aat ~~going concern for a period of one year from the date of this filing~~all. ~~The~~If ~~Company’s~~we ~~ability~~were tounable ~~continue as a going concern is dependent upon its ability~~ to obtain ~~the~~additional ~~necessary~~ financing ~~to meet its obligations and repay its liabilities arising from normal business operations when they come due~~, towe ~~fund~~may ~~possible~~be ~~future~~required ~~acquisitions, and~~ to ~~generate~~reduce ~~profitable operations in~~ the ~~future.~~scope ~~Management~~of, ~~plans~~delay toor ~~provide~~eliminate ~~for~~some ~~the~~or ~~Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome~~ all of ~~these~~our ~~matters~~planned ~~cannot~~activities ~~be predicted at this time~~ and ~~there~~limit ~~are~~our nooperations ~~assurances~~which ~~that,~~could ~~if achieved, the Company will~~ have ~~sufficient~~a ~~funds~~material toadverse ~~execute~~effect ~~its~~on our business, ~~plan~~financial orcondition ~~generate positive operating~~ and results. ~~The financial statements do not include any adjustments that might result from the outcome~~ of ~~this uncertainty~~operations.

~~Off~~TCRG expects to raise funds through private investors and investment firms and is looking to secure a non-~~Balance~~recourse ~~Sheet~~loan ~~Arrangements~~for work capital and operating expenses. We intend to continue offering smaller investment opportunities. Long term, we plan to seek larger amounts of investment to expand our operations. TCRG will also look to attain a non-recourse loan of $50,000.

There can ~~are~~be no ~~off-balance~~assurances ~~sheet~~that ~~arrangements~~we ~~that~~will ~~have~~be orable ~~are~~to ~~reasonably~~raise ~~likely~~additional capital. The inability to ~~have~~raise acapital ~~current~~would oradversely ~~future~~affect ~~effect~~our onability to achieve our ~~financial~~business ~~condition~~objectives. In addition, ~~changes~~if inour ~~financial~~operating ~~condition,~~performance ~~revenues~~during the next 12 months is below our expectations, ~~expenses~~our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, ~~results~~continued ofFederal ~~operations~~Reserve interest rate hikes and recessionary fears, ~~liquidity~~as well as trends within our industry, ~~capital~~all ~~expenditures~~of orwhich may affect our working capital ~~resources~~requirements.

~~Critical Accounting Policies and Estimates~~Inflation

~~This~~The amounts ~~discussion~~presented ~~and~~in ~~analysis of~~ our ~~financial~~consolidated ~~condition and results of operations are based on our~~ financial statements ~~that~~do ~~have~~not ~~been~~provide ~~prepared~~for ~~under~~the ~~accounting~~effect ~~principle~~of ~~generally~~inflation ~~accepted~~on inour ~~the~~operations ~~United~~or ~~States of America~~financial position. The ~~preparation~~net ofoperating ~~financial~~losses ~~statements~~shown inwould ~~conformity~~be ~~with~~greater ~~accounting~~than ~~principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the~~ reported ~~amounts~~if ~~of assets and liabilities and~~ the ~~disclosure~~effects of ~~contingent~~inflation ~~assets~~were ~~and~~reflected ~~liabilities~~either atby ~~the~~charging operations ~~date~~with ~~of the financial statements and the reported~~ amounts ofthat ~~revenues~~represent ~~and~~replacement ~~expenses~~costs ~~during~~or ~~the~~by ~~reporting~~using ~~period.~~other ~~Actual~~inflation ~~results could differ from those estimates~~adjustments.

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements included in this Registration Statement. Of these policies, we believe that the following items are the most critical in preparing our financial statements.Going Concern

24The accompanying financial statements have been prepared on a going concern basis. For the twelve months ended December 31, 2024, the Company had a net loss of $1,273,006, net cash used in operating activities of $110,627, negative working capital of $227,237, an accumulated deficit of $1,714,976 and total stockholders’ deficit of $341,575. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~Table~~Off-Balance Sheet ~~of Contents~~Arrangements

~~Consolidation~~There are ~~Policy~~no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues, expenses, results of operations, liquidity, capital expenditures or capital resources.

~~TCG relied upon the guidance of ASC 250~~ Critical Accounting ~~Changes~~Policies and Error Corrections (“ASC 250”) and ASC 805 Business Combinations (“ASC 805”) in accounting for and presenting acquisition of Atlanta CBD. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.Estimates

~~Inventory~~This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

~~Inventories~~A summary ~~are stated at the lower~~ of ~~cost~~significant oraccounting ~~market.~~policies ~~Atlanta~~is ~~CBD~~included ~~periodically reviews the value of items~~ in ~~inventory~~Note ~~and~~2 ~~provides~~to ~~write-downs~~the orconsolidated ~~write-offs~~financial ofstatements ~~inventory~~included ~~based~~in onthis ~~its assessment of market conditions~~Registration Statement. ~~Write-downs~~Of ~~and~~these ~~write-offs~~policies, ~~are~~we ~~charged~~believe tothat ~~cost~~the offollowing ~~goods~~items ~~sold.~~are ~~Inventory~~the ismost ~~based~~critical ~~upon~~in ~~the~~preparing ~~average~~our ~~cost~~financial ~~method of accounting~~statements.

~~Revenue Recognition~~24

~~TCG~~Table ~~recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ASC Topic 606 requires companies to recognize revenue in a manner that depicts the transfer~~ of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Atlanta CBD sells CBD related products in a retail location in Atlanta, Georgia and through e-commerce. Revenue is recognized based on the following model:Contents

1. Atlanta CBD sells products at their one retail location and via web site sales. A sale agreement exists when the customer purchases the product at the counter or via an online purchase. The price for and product to be received are known at time of purchase.Consolidation Policy

2.TCRG relied ~~The~~upon ~~performance~~the ~~obligations~~guidance ~~are~~of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) and ASC 805 Business Combinations (“ASC 805”) in accounting for and presenting acquisition of Atlanta CBD. Pursuant to ~~provide~~ASC 805-50-05-5, the ~~product~~pooling-of-interests method ~~for~~of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the ~~customer~~reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the ~~counter~~equity oraccounts ~~ship~~of the ~~product~~separate entities are combined. Pursuant to ASC 805-50-45-2, the ~~customer.~~transaction ~~The~~should be ~~product~~presented isas ~~shipped~~if it occurred on the first day of ~~sale~~the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.

~~3. The price of the product is located on the label or presented on the web site and therefore is known at the time of purchase.~~Inventory

4.Inventories are ~~The~~stated ~~price~~at the lower of ~~the~~cost ~~product~~or ismarket. ~~properly~~Atlanta ~~allocated~~CBD toperiodically reviews the ~~sole~~value ~~performance~~of items in inventory and provides write-downs or write-offs of ~~providing~~inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the ~~product~~average cost method of accounting.

5. Revenue is recognized in the retail location at the point of sale where money is collected and the product is in control of customer and from the web site upon settlement of the credit card transaction, which is effectively at the time of purchase. Recognition

~~Use~~TCRG recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ASC Topic 606 requires companies to recognize revenue in a manner that depicts the transfer of ~~Estimates~~promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Atlanta CBD sells CBD related products in a retail location in Atlanta, Georgia and through e-commerce. Revenue is recognized based on the following model:

~~Management~~1. Atlanta ~~uses~~CBD ~~estimates~~sells ~~and~~products ~~assumptions~~at intheir ~~preparing~~one ~~these~~retail ~~financial~~location ~~statements~~and invia ~~accordance~~web ~~with~~site Usales.S. ~~generally~~A ~~accepted~~sale ~~accounting~~agreement ~~principles.~~exists ~~Those~~when ~~estimates~~the ~~and~~customer ~~assumptions~~purchases ~~affect~~ the product ~~reported~~at ~~amounts~~the ofcounter ~~assets~~or ~~and~~via ~~liabilities,~~an ~~the~~online ~~disclosure~~purchase. ofThe ~~contingent~~price ~~assets~~for and ~~liabilities,~~product ~~and~~to ~~the~~be ~~reported~~received ~~revenues~~are ~~and~~known ~~expenses~~at time of purchase.

~~Most~~2. The ~~Recent~~performance ~~accounting~~obligations ~~pronouncements~~are to provide the product for the customer at the counter or ship the product to the customer. The product is shipped on the day of sale.

~~Refer~~3. The toprice ~~Note~~of 2the inproduct is located on the ~~accompanying~~label ~~consolidated~~or ~~financial~~presented ~~statements~~on the web site and therefore is known at the time of purchase.

~~Impact~~4. The price of ~~Most~~the ~~Recent~~product ~~Accounting~~is ~~Pronouncements~~properly allocated to the sole performance of providing the product.

~~There~~5. Revenue ~~were~~is norecognized ~~recent~~in ~~accounting~~the ~~pronouncements~~retail ~~that~~location ~~have~~at ~~had~~the apoint ~~material~~of ~~effect~~sale onwhere money is collected and the ~~Company’s~~product ~~financial~~is ~~position~~in orcontrol ~~results~~of customer and from the web site upon settlement of ~~operations~~the credit card transaction, which is effectively at the time of purchase.

~~Item~~Use of ~~7A. Quantitative and Qualitative Disclosures About Market Risk~~Estimates

~~Not~~Management uses ~~applicable~~estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

25Most Recent accounting pronouncements

~~Table~~Refer to ofNote ~~Contents~~2 in the accompanying consolidated financial statements.

~~Item~~Impact of 8.Most ~~Financial~~Recent ~~Statements~~Accounting ~~and Supplementary Data~~Pronouncements

~~REPORT~~There were OFno ~~INDEPENDENT~~recent ~~REGISTERED~~accounting ~~PUBLIC~~pronouncements ~~ACCOUNTING~~that ~~FIRM~~have had a material effect on the Company’s financial position or results of operations.

ToItem 7A. ~~the~~Quantitative ~~Board~~and ofQualitative ~~Directors~~Disclosures ~~and~~About Market Risk

~~Shareholders of The Cannaisseur Group, Inc~~Not applicable.

~~Opinion on the Financial Statements~~25

WeTable ~~have audited the accompanying consolidated balance sheets~~ of The Cannaisseur Group, Inc. (the Company) as of December 31, 2023 and 2022, and the related consolidated statements of operations, changes stockholders’ equity / (deficit), and cash flows for each of the years in the two-year period ended December 31, 2023 and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America.Contents

~~Going~~Item 8. ~~Concern~~Financial Statements and Supplementary Data

~~The~~REPORT OF ~~accompanying~~INDEPENDENT ~~financial~~REGISTERED ~~statements~~PUBLIC ~~have~~ACCOUNTING been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company suffered a net loss from operations, a decline in overall revenue and had negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.FIRM

~~Basis~~To the ~~for~~Board ~~Opinion~~of Directors and

~~These financial statements are the responsibility~~ Shareholders of ~~the~~The ~~Company’s~~Cannaisseur ~~management.~~Group, ~~Our responsibility is to express an opinion on the Company’s financial statements based on our audits~~Inc. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion Opinion on the ~~effectiveness~~Financial ~~of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~Statements

~~Our~~We have ~~audits~~audited ~~included~~the ~~performing~~accompanying ~~procedures~~consolidated tobalance ~~assess~~sheets of The Cannaisseur Group, Inc. (the ~~risks~~Company) as of ~~material~~December ~~misstatement~~31, of2024 and 2023, and the ~~financial~~related consolidated statements, ~~whether~~of ~~due~~operations, tochanges ~~error~~stockholders’ orequity ~~fraud~~/ (deficit), and ~~performing~~cash ~~procedures~~flows ~~that~~for ~~respond~~each toof ~~those~~the years ~~risks.~~in ~~Such~~the ~~procedures~~two-year ~~included~~period ~~examining~~ended December 31, on2024 aand ~~test~~the ~~basis,~~related ~~evidence~~notes ~~regarding~~(collectively referred to as the ~~amounts~~financial ~~and~~statements). ~~disclosures~~In our inopinion, the financial statements. ~~Our~~present ~~audits~~fairly, ~~also~~in ~~included~~all ~~evaluating~~material respects, the ~~accounting~~financial ~~principles~~position ~~used~~of ~~and~~the ~~significant~~Company ~~estimates~~as ~~made~~of ~~by management~~December 31, as2024 ~~well~~and as2023 ~~evaluating~~and the ~~overall~~results ~~presentation~~of its operations and its cash flows for each of the ~~financial~~years ~~statements.~~in Wethe ~~believe~~two-year ~~that~~period ~~our~~ended ~~audits~~December ~~provide~~31, 2024 ain ~~reasonable~~conformity ~~basis~~with ~~for~~accounting ~~our~~principles ~~opinion~~generally accepted in the United States of America.

~~Critical Audit Matters~~Going Concern

The accompanying ~~critical audit matters communicated below are matters arising from the current period audit of the~~ financial statements ~~that~~have ~~were~~been ~~communicated~~prepared orassuming ~~required to be communicated to~~ the ~~audit~~Company ~~committee~~will ~~and~~continue ~~that:~~as ~~(1)~~a ~~relate~~going toconcern. ~~accounts~~As ordiscussed ~~disclosures~~in ~~that~~Note ~~are~~1 ~~material~~ to the financial statements, ~~and~~the ~~(2)~~Company ~~involved~~suffered ~~our~~a ~~especially~~net ~~challenging,~~loss ~~subjective~~from operations, ora ~~complex~~decline ~~judgments.~~in ~~The~~overall ~~communication~~revenue ofand ~~critical~~had ~~audit~~negative ~~matters~~cash ~~does~~flows ~~not~~from operations, ~~alter~~which inraises ~~any~~substantial ~~way~~doubt ~~our~~about ~~opinion~~its onability ~~the~~to ~~financial~~continue ~~statements, taken~~ as a ~~whole,~~going ~~and~~concern. weManagement’s ~~are~~plans ~~not,~~regarding bythose matters ~~communicating~~are ~~the~~also ~~critical~~described ~~audit~~in ~~matters~~Note ~~below,~~1. ~~providing~~The ~~separate~~financial ~~opinions~~statements ondo ~~the~~not ~~critical~~include ~~audit~~any ~~matters~~adjustments orthat onmight ~~the~~result ~~accounts~~from orthe ~~disclosures~~outcome toof ~~which they relate~~this uncertainty.

~~F-1~~Basis for Opinion

AsThese financial ~~discussed~~statements inare ~~Note~~the 1responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements, based on our audits. We are a public accounting firm registered with the Public Company ~~had~~Accounting aOversight ~~going~~Board (United ~~concern~~States) ~~due~~(PCAOB) and are required to abe ~~negative~~independent ~~working~~with ~~capital~~respect to the Company in accordance with the U.S. federal securities laws and ~~consecutive~~the ~~losses~~applicable ~~from~~rules ~~operations~~and regulations of the Securities and Exchange Commission and the PCAOB.

~~Auditing~~We conducted ~~management’s~~our ~~evaluation~~audits in accordance with the standards of athe ~~going~~PCAOB. ~~concern~~Those ~~can~~standards berequire athat ~~significant~~we ~~judgment~~plan ~~given~~and perform the ~~fact~~audits ~~that~~to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is ~~uses~~not ~~management~~required ~~estimates~~to onhave, ~~future~~nor ~~revenues~~were ~~and~~we ~~expenses~~engaged ~~which~~to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not ~~able~~for tothe bepurpose ~~substantiated~~of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

ToOur audits ~~evaluate~~included performing procedures to assess the ~~appropriateness~~risks of material misstatement of the ~~going~~financial ~~concern~~statements, wewhether ~~examined~~due to error or fraud, and ~~evaluate~~performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial ~~information~~statements. ~~that~~Our ~~was~~audits also included evaluating the ~~initial~~accounting ~~cause~~principles ~~along~~used ~~with~~and ~~managements’~~significant estimates ~~plans~~made toby ~~mitigate~~management, as well as evaluating the ~~going~~overall ~~concern~~presentation ~~and~~of ~~managements’~~the ~~disclosure~~financial onstatements. ~~going~~We ~~concern~~believe that our audits provide a reasonable basis for our opinion.

~~/s/~~Critical Audit ~~M&K CPAS, PLLC~~Matter

WeThe critical ~~have~~audit ~~served~~matter communicated below are arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matter does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the ~~Company’s~~critical ~~auditor~~audit matter ~~since~~below, ~~2020~~providing separate opinions on the critical audit matter or on the accounts or disclosures to which they relate.

~~The~~As discussed ~~Woodlands~~in Note 1 to the financial statements, ~~Texas~~the Company had a going concern due to a negative working capital and consecutive losses from operations.

~~April~~Auditing management’s ~~15,~~evaluation ~~2024~~of a going concern can be a significant judgment given the fact that the Company uses management estimates on future revenues and expenses which are not able to be substantiated.

~~F-2~~To evaluate the appropriateness of the going concern, we examined and evaluate the financial information that was the initial cause along with managements’ plans to mitigate the going concern and managements’ disclosure on going concern.

~~Table~~/s/ M&K ofCPAS, ~~Contents~~PLLC

~~THE~~We have ~~CANNAISSEUR~~served ~~GROUP,~~as ~~INC~~the Company’s auditor since 2021.

~~CONSOLIDATED~~The Woodlands, ~~BALANCE SHEETS~~Texas

	December 31,			December 31,
	2023			2022
ASSETS
Current Assets:
Cash and cash equivalents	$	38,390		$	18,534
Accounts receivable		-			807
Inventory		5,303			13,456
Deposits		-			3,000
Total Current Assets		43,693			35,797
Property and equipment		-			20,972
Accumulated depreciation		-			(17,150	)
Property and equipment, net		-			3,822
Right of Use Asset		-			19,670
TOTAL ASSETS	$	43,693		$	59,289
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		47,918			32,009
Settlement payable		15,001			-
Notes payable, current portion		6,377			1,517
Notes payable, related party		-			950
Operating lease liability, current portion		-			19,850
Dividends payable		1,608			1,608
Total current liabilities		70,904			55,934
Long term notes payable, less current portion		25,783			25,783
Convertible notes payable		40,000			-
Operating lease, less current portion		-			-
Total long term liabilities		65,783			25,783
TOTAL LIABILITIES		136,687			81,717
Mezzanine Equity		37,875			37,875
Stockholders' Equity (Deficit)
Common Stock, $0.0001 par value, 100,000,000 shares authorized 42,547,484 and 37,196,667 shares issued and outstanding as of December 31, 2023 and 2022, respectively		4,254			3,720
Additional paid in capital		414,783			313,297
Accumulated deficit		(445,538	)		(317,513	)
Minority interest		(104,368	)		(59,807	)
Total Stockholders' Deficit		(130,869	)		(60,303	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	43,693		$	59,289

March 21, 2025

~~The accompanying notes are an integral part of the financial statements.~~F-1

~~F-3~~Table of Contents

~~Table~~THE CANNAISSEUR ofGROUP, ~~Contents~~INC.

~~THE~~CONSOLIDATED BALANCE ~~CANNAISSEUR GROUP, INC.~~SHEETS

CONSOLIDATED STATEMENTS OF OPERATIONS

	December 31,			December 31,
	2024			2023
ASSETS
Current Assets:
Cash	$	563		$	38,390
Accounts receivable		285			-
Inventory		1,028			5,303
Total current assets		1,876			43,693

TOTAL ASSETS	$	1,876		$	43,693

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		169,807			47,918
Settlement payable		9,501			15,001
Short-term loan payable - related party		1,500			-
Notes payable, current portion		6,697			6,377
Convertible notes payable - related party, current portion		40,000			-
Dividends payable		1,608			1,608
Total current liabilities		229,113			70,904

Long term notes payable, noncurrent portion		25,463			25,783
Convertible notes payable - related party, noncurrent portion		51,000			40,000
Total long-term liabilities		76,463			65,783

TOTAL LIABILITIES		305,576			136,687

Mezzanine Equity		37,875			37,875

Stockholders’ Equity (Deficit)
Common stock, $0.0001 par value, 100,000,000 shares authorized, 44,337,557 and 42,547,484 shares issued and outstanding as of December 31, 2024 and 2023, respectively		4,433			4,254
Additional paid in capital		1,476,904			414,783
Accumulated deficit		(1,714,976	)		(445,538	)
Minority interest		(107,936	)		(104,368	)

Total Stockholders’ Deficit		(341,575	)		(130,869	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,876		$	43,693

~~For~~The accompanying ~~the~~notes ~~Years~~are ~~Ended~~an ~~December~~integral ~~31,~~part ~~2023~~of ~~and~~the ~~2022~~financial statements.

	Year Ended
	December 31,
	2023			2022
Revenue, net of discounts		53,130			88,145
Cost of revenue		26,976			42,839
Gross profit		26,154			45,306
Operating Expenses
Selling, general and administrative expenses		216,054			137,207
Total operating expenses		216,054			137,207
Operating Loss		(189,900	)		(91,901	)
Other Income (Expense)
Gain on settlement		18,968			-
Interest expense		(1,654	)		(2,112	)
Total other income (expense)		17,314			(2,112	)
Net income (loss) before taxes		(172,586	)		(94,013	)
Income tax benefit		-			-
Net Income (Loss)	$	(172,586	)	$	(94,013	)
Net income (loss) attributable minority interest		(44,561	)		(13,866	)
Net income (Loss) attributable to TCGI	$	(128,025	)	$	(80,147	)
Weighted average of common shares outstanding
Basic		39,704,086			36,167,699
Diluted		39,704,086			36,167,699
Net loss per common share
Basic	$	(0.00	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)

F-2

~~The~~Table ~~accompanying notes are an integral part~~ of ~~the financial statements.~~Contents

~~F-4~~THE CANNAISSEUR GROUP, INC.

~~Table~~CONSOLIDATED STATEMENTS ofOF ~~Contents~~OPERATIONS

~~THE~~For the ~~CANNAISSEUR~~Years ~~GROUP~~Ended December 31, ~~INC.~~2024 and 2023

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

	Year Ended
	December 31,
	2024			2023
Revenue, net of discounts		700			53,130
Cost of revenue		4,275			26,976
Gross profit		(3,575	)		26,154

Operating Expenses
Selling, general and administrative expenses		1,263,004			216,054
Total operating expenses		1,263,004			216,054

Operating loss		(1,266,579	)		(189,900	)

Other income (expense)
Gain on settlement		-			18,968
Interest expense		(6,427	)		(1,654	)
Total other income (expense)		(6,427	)		17,314

Net loss before taxes		(1,273,006	)		(172,586	)
Income tax benefit		-			-

Net loss	$	(1,273,006	)	$	(172,586	)

Net loss attributable to minority interest		(3,568	)		(44,561	)

Net loss attributable to The Cannaisseur Group, Inc.	$	(1,269,438	)	$	(128,025	)

Weighted average of common shares outstanding
Basic		43,812,554			39,704,086
Diluted		43,812,554			39,704,086

Net loss per common share
Basic	$	(0.03	)	$	(0.00	)
Diluted	$	(0.03	)	$	(0.00	)

~~For~~The accompanying ~~the~~notes ~~Years~~are ~~Ended~~an ~~December~~integral ~~31,~~part ~~2023~~of ~~and~~the ~~2022~~financial statements.

					Additional		Accumulated						Total
	Common Stock				Paid in		Minority			Accumulated			Stockholders'			Mezzanine
	Shares		Amount		Capital		Interest			Deficit			Equity			Equity
Balance, December 31, 2021		35,950,000	$	3,595	$	277,927	$	(45,941	)	$	(237,366	)	$	(1,785	)	$	37,875
Shares issued for cash		1,246,667		125		22,775		-			-			22,900			-
Capital contribution		-		-		12,595		-			-			12,595
Net loss		-		-		-		(13,866	)		(80,147	)		(94,013	)		-
Balance, December 31, 2022		37,196,667	$	3,720	$	313,297	$	(59,807	)	$	(317,513	)	$	(60,303	)	$	37,875
Balance, December 31, 2022		37,196,667	$	3,720	$	313,297	$	(59,807	)	$	(317,513	)	$	(60,303	)	$	37,875
Shares issued for cash		5,350,817		534		90,984		-			-			91,518			-
Capital contribution		-		-		10,502		-			-			10,502			-
Net loss		-		-		-		(44,561	)		(128,025	)		(172,586	)		-
Balance, December 31, 2023		42,547,484	$	4,254	$	414,783	$	(104,368	)	$	(445,538	)	$	(130,869	)	$	37,875

F-3

~~The~~Table ~~accompanying notes are an integral part~~ of ~~the financial statements.~~Contents

~~F-5~~THE CANNAISSEUR GROUP, INC.

~~Table~~CONSOLIDATED STATEMENTS ofOF ~~Contents~~CHANGES IN STOCKHOLDERS’ EQUITY / (DEFICIT)

~~THE~~For the ~~CANNAISSEUR~~Years ~~GROUP~~Ended December 31, ~~INC.~~2024 and 2023

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Common Stock						Additional Paid in		Accumulated Minority			Accumulated			Total Stockholders’			Mezzanine
	Shares			Amount			Capital		Interest			Deficit			Equity			Equity
Balance, December 31, 2022		37,196,667		$	3,720		$	313,297	$	(59,807	)	$	(317,513	)	$	(60,303	)	$	37,875

Shares issued for cash		5,350,817			534			90,984		-			-			91,518			-
Capital contribution		-			-			10,502		-			-			10,502			-
Net loss		-			-			-		(44,561	)		(128,025	)		(172,586	)		-
Balance, December 31, 2023		42,547,484			4,254			414,783		(104,368	)		(445,538	)		(130,869	)		37,875

Shares issued for compensation		3,500,000			350			374,650		-			-			375,000			-
Shares issued for services		2,900,000			290			666,710		-			-			667,000			-
Shares issued for cash		140,073			14			13,286		-			-			13,300			-
Cancellation of shares		(4,750,000	)		(475	)		475		-			-			-			-
Capital contribution		-			-			7,000		-			-			7,000			-
Net loss		-			-			-		(3,568	)		(1,269,438	)		(1,273,006	)		-
Balance, December 31, 2024		44,337,557			4,433			1,476,904		(107,936	)		(1,714,976	)		(341,575	)		37,875

~~For~~The accompanying ~~the~~notes ~~Years~~are ~~Ended~~an ~~December~~integral ~~31,~~part ~~2023~~of ~~and~~the ~~2022~~financial statements.

	Year Ended
	December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(172,586	)	$	(94,013	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		3,822			4,258
Amortization of right to use asset		15,485			18,806
Gain on settlement		(18,968	)		-
Changes in operating assets and liabilities:
Accounts receivable		807			(807	)
Due from related party		-			42,951
Inventory		8,153			2,092
Deposits		(6,084	)		-
Accounts payable and accrued expenses		63,420			22,623
Settlement payable		(2,999	)		-
Right of use liability		(17,124	)		(19,845	)
Net Cash Used in Operating Activities		(126,074	)		(23,935	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		91,518			22,900
Proceeds from short term loan		9,378			-
Payments on short term loan		(4,518	)		-
Contributed capital related party		10,502			12,595
Proceeds from note payable		-			4,550
Repayments of note payable		-			(4,550	)
Proceeds from convertible note payable		40,000			-
Proceeds from (repayments of) note payable - related party		(950	)		950
Net Cash Provided by Financing Activities		145,930			36,445
Net increase (decrease) in cash and cash equivalents		19,856			12,510
Cash and cash equivalents, beginning of period		18,534			6,024
Cash and cash equivalents, end of period	$	38,390		$	18,534
Supplemental cash flow information
Cash paid for interest	$	2,470		$	250
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Settlement of lease obligation	$	18,968		$	-

F-4

~~The~~Table ~~accompanying notes are an integral part~~ of ~~the financial statements.~~Contents

~~F-6~~THE CANNAISSEUR GROUP, INC.

~~Table~~CONSOLIDATED STATEMENTS ofOF ~~Contents~~CASH FLOWS

~~THE~~For the ~~CANNAISSEUR~~Years ~~GROUP~~Ended December 31, ~~INC.~~2024 and 2023

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

	Year Ended
	December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,273,006	)	$	(172,586	)

Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			3,822
Amortization of right to use asset		-			15,485
Share-based compensation		1,042,000			-
Gain on settlement		-			(18,968	)
Changes in operating assets and liabilities:
Accounts receivable		(285	)		807
Inventory		4,275			8,153
Deposits		-			(6,084	)
Accounts payable and accrued expenses		121,889			63,420
Settlement payable		(5,500	)		(2,999	)
Right of use liability		-			(17,124	)
Net Cash Used in Operating Activities		(110,627	)		(126,074	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		13,300			91,518
Proceeds from short term loan		-			9,378
Payments on short term loan		-			(4,518	)
Contributed capital - related party		7,000			10,502
Proceeds from convertible notes payable - related party		51,000			40,000
Proceeds from (repayments of) short-term loan - related party		1,500			(950	)
Net Cash Provided by Financing Activities		72,800			145,930

Net increase (decrease) in cash and cash equivalents		(37,827	)		19,856
Cash and cash equivalents, beginning of period		38,390			18,534
Cash and cash equivalents, end of period	$	563		$	38,390

Supplemental cash flow information
Cash paid for interest	$	200		$	2,470
Cash paid for taxes	$	-		$	-

Non-cash investing and financing activities:
Cancellation of shares of common stock	$	475		$	-
Settlement of lease obligation	$	-		$	18,968

~~December~~The accompanying ~~31,~~notes ~~2023~~are ~~and~~an ~~2022~~integral part of the financial statements.

~~1. Organization and Nature of Operations~~ F-5

~~Organization~~Table ~~and~~of ~~Combination~~Contents

~~The~~THE CANNAISSEUR ~~Cannaisseur Group~~GROUP, ~~Inc~~INC. ~~(the Company) was incorporated in the State of Delaware on December 22, 2020.~~

OnNOTES TO ~~January~~CONSOLIDATED 4,FINANCIAL 2021, the Company acquired 51% of the common stock of Atlanta CBD, Inc. (“Atlanta CDB”), (the “Atlanta CBD Acquisition”). Atlanta CBD, Inc. was incorporated in the State of Georgia on October 17, 2018.STATEMENTS

~~Principles~~December 31, of2024 ~~Consolidation~~and 2023

~~The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Atlanta CBD~~1. Organization ~~At the time of the Atlanta CBD Acquisition, Floretta Gogo~~ and ~~Xavier~~Nature ~~Carter owned the majority~~ of ~~Atlanta~~Operations CBD and controlled the voting rights. Ms. Gogo and Mr. Carter also controlled 38% of The Cannaisseur Group’s voting rights and were the CEO and COO, respectively, of both Companies both before and after the transaction. Pursuant to the guidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) the acquisition of Atlanta CBD by The Cannaisseur Group resulted in a change in the reporting entity of the combined companies. The Company relied upon the guidance of ASC 805 Business Combinations (“ASC 805”) in the presentation of the combined entities. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.

~~Business~~Organization and ~~Operations~~Combination

~~Currently,~~The Cannaisseur ~~the Company sells its products online only~~Group, ~~and no longer operates a physical retail store~~Inc. ~~The~~(the Company) ~~may~~was ~~reopen~~incorporated ~~a physical store or stores~~ in the ~~future~~State ifof itDelaware ison ~~advantageous~~December to22, ~~its operations~~2020.

~~Going~~On January ~~Concern~~4, 2021, the Company acquired 51% of the common stock of Atlanta CBD, Inc. (“Atlanta CDB”), (the “Atlanta CBD Acquisition”). Atlanta CBD, Inc. was incorporated in the State of Georgia on October 17, 2018.

~~The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization~~ Principles of assets and the satisfaction of liabilities in the normal course of business. The Company has a cumulative net loss since inception of $445,538, a working capital deficit of $27,211, and has required additional capital raises to support its operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to create positive cash flows from operations and its ability to continue receiving capital from shareholders and other related parties and obtain financing from third parties. No assurance can be given that the Company will be successful in these efforts.Consolidation

AsThe consolidated afinancial ~~result,~~statements ~~management~~include ~~has~~the ~~concluded~~accounts ~~that~~of ~~there~~the isCompany ~~substantial~~and ~~doubt~~its ~~about~~majority owned subsidiary Atlanta CBD. At the ~~Company's~~time ~~ability~~of tothe Atlanta ~~continue~~CBD asAcquisition, aFloretta ~~going~~Gogo ~~concern~~and ~~within~~Xavier ~~one~~Carter ~~year~~owned the majority of ~~the~~Atlanta ~~date~~CBD ~~that~~and controlled the ~~accompanying~~voting ~~financial~~rights. ~~statements~~Ms. ~~are~~Gogo and ~~issued~~Mr. Carter also controlled 38% of The ~~ability~~Cannaisseur Group’s voting rights and were the CEO and COO, respectively, of both Companies both before and after the ~~Company~~transaction. Pursuant to ~~continue~~the asguidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) the acquisition of Atlanta CBD by The Cannaisseur Group resulted in a ~~going~~change ~~concern~~in isthe ~~dependent~~reporting ~~upon~~entity of the combined companies. The Company's ~~ability~~relied upon the guidance of ASC 805 Business Combinations (“ASC 805”) in the presentation of the combined entities. Pursuant to ~~raise~~ASC ~~additional~~805-50-05-5, ~~funds~~the ~~and~~pooling-of-interests ~~implement~~method ~~its~~of ~~business~~accounting ~~plan~~provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and toliabilities ~~ultimately~~are ~~achieve~~recorded ~~sustainable~~at ~~operating~~their ~~revenues~~historical carrying amounts, and ~~profitability.~~the ~~The~~equity ~~accompanying~~accounts ~~financial~~of ~~statements~~the doseparate ~~not~~entities ~~include~~are ~~any~~combined. Pursuant ~~adjustments~~to ~~that~~ASC ~~might~~805-50-45-2, the transaction should be ~~necessary~~presented as if it occurred on the ~~Company~~first isday ~~unable~~of tothe ~~continue~~period reported; accordingly, we have reported the Atlanta CBD transaction as aif ~~going~~it ~~concern~~occurred on January 1, 2020.

If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.Business Operations

2.Currently, the ~~Basis~~Company ofsells ~~Presentation~~its products online only, and ~~Summary~~no oflonger ~~Significant~~operates ~~Accounting~~a ~~Policies~~physical retail store. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

~~Basis of Presentation~~ Going Concern

The accompanying ~~Financial~~financial ~~Statements~~statements have been prepared inon ~~conformity~~a ~~with~~going ~~accounting~~concern ~~principles~~basis, ~~generally~~which ~~accepted~~contemplates the realization of assets and the satisfaction of liabilities in the ~~United~~normal ~~States~~course of ~~America~~business. ~~(“GAAP”)~~The ~~and~~Company ~~the~~has ~~rules~~a cumulative net loss since inception of $1,714,976, a working capital deficit of $227,237, and ~~regulations~~has required additional capital raises to support its operations. These factors raise substantial doubt about the ability of the UCompany to continue as a going concern for a reasonable period of time.S. ~~Securities~~The Company’s continuation as a going concern is dependent upon its ability to create positive cash flows from operations and ~~Exchange~~its ~~Commission~~ability ~~(“SEC”)~~to continue receiving capital from shareholders and ~~include~~other ~~the~~related ~~accounts~~parties ofand ~~The~~obtain ~~Cannaisseur~~financing ~~Group,~~from ~~Inc~~third parties. ~~and~~No ~~Atlanta~~assurance ~~CBD~~can be given that the Company will be successful in these efforts.

~~F-7~~As a result, management has concluded that there is substantial doubt about the Company’s ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~Table~~If cash ofresources ~~Contents~~are insufficient to satisfy the Company’s ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.

~~The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Atlanta CBD~~2. Basis ~~At the time~~ of ~~the~~Presentation ~~Atlanta CBD Acquisition, Floretta Gogo~~ and ~~Xavier~~Summary ~~Carter owned the majority~~ of ~~Atlanta~~Significant CBD and controlled the voting rights. Ms. Gogo and Mr. Carter also controlled 38% of The Cannaisseur Group’s voting rights and were the CEO and COO, respectively, of both Companies both before and after the transaction. Pursuant to the guidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) the acquisition of Atlanta CBD by The Cannaisseur Group resulted in a change in the reporting entity of the combined companies. The Company relied upon the guidance of ASC 805 Business Combinations (“ASC 805”) in the presentation of the combined entities. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.Policies

~~Summary~~ Basis of ~~Significant~~Presentation ~~Accounting Policies~~

~~Use~~The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of ~~Estimates~~America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and include the accounts of The Cannaisseur Group, Inc. and Atlanta CBD.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.F-6

~~Cash~~Table of Contents

~~Cash~~The consolidated financial statements include the accounts of the Company and ~~cash~~its ~~equivalents~~majority ~~include~~owned ~~short-term~~subsidiary ~~investments~~Atlanta ~~with~~CBD. ~~original~~At ~~maturities~~the time of 90the Atlanta ~~days~~CBD orAcquisition, ~~less~~Floretta Gogo and Xavier Carter owned the majority of Atlanta CBD and controlled the voting rights. Ms. Gogo and Mr. Carter also controlled 38% of The ~~recorded~~Cannaisseur ~~value~~Group’s voting rights and were the CEO and COO, respectively, of ~~our~~both ~~cash~~Companies both before and ~~cash~~after ~~equivalents~~the ~~approximates~~transaction. Pursuant to the guidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) the acquisition of Atlanta CBD by The Cannaisseur Group resulted in a change in the reporting entity of the combined companies. The Company relied upon the guidance of ASC 805 Business Combinations (“ASC 805”) in the presentation of the combined entities. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their ~~fair~~historical ~~value~~carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.

~~Inventory~~Summary of Significant Accounting Policies

~~Inventories are stated at the lower~~ Use of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.Estimates

~~Property~~The preparation of financial statements in conformity with GAAP requires management to make estimates and ~~Equipment~~assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are as follows:Cash

Classification		Estimated Useful Lives
Equipment		3 to 5 years
Leasehold improvements		3 to 5 years
Furniture and fixtures		3 to 5 years

Cash and cash equivalents include short-term investments with original maturities of 90 days or less. The recorded value of our cash and cash equivalents approximates their fair value.

~~Revenue Recognition~~Inventory

~~The~~Inventories are ~~Company~~stated ~~recognizes~~at ~~revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ASC Topic 606 requires companies to recognize revenue in a manner that depicts~~ the ~~transfer~~lower of ~~promised~~cost ~~goods~~ or ~~services~~market. toThe ~~customers~~Company inperiodically anreviews ~~amount that reflects~~ the ~~consideration~~value toof ~~which~~items ~~the entity expects to be entitled~~ in ~~exchange~~inventory ~~for~~and ~~those~~provides ~~goods~~ write-downs or ~~services.~~write-offs ~~In addition, the standard requires disclosures~~ of ~~the~~inventory ~~nature,~~based ~~amount,~~on ~~timing~~its ~~and~~assessment ~~uncertainty~~ of ~~revenue~~market ~~and cash flows arising from contracts with customers~~conditions. ~~The~~Write-downs ~~Company~~and ~~sells~~write-offs ~~CBD~~are ~~related~~charged ~~products~~to incost aof ~~retail~~goods ~~location in Atlanta, Georgia and through e-commerce~~sold. Inventory ~~Revenue~~ is ~~recognized~~ based onupon the ~~following~~average ~~model:~~cost method of accounting.

~~F-8~~Property and Equipment

~~Table~~Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of ~~Contents~~the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are as follows:

1. The Company sells products at their one retail location and via web site sales. A sale agreement exists when the customer purchases the product at the counter or via an online purchase. The price for and product to be received are known at time of purchase.

Classification		Estimated Useful Lives
Equipment		3 to 5 years
Leasehold improvements		3 to 5 years
Furniture and fixtures		3 to 5 years

~~2. The performance obligations are to provide the product for the customer at the counter or ship the product to the customer. Product is shipped on the day of sale.~~Revenue Recognition

3The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ~~The~~ASC ~~price~~Topic of606 ~~the~~requires ~~product~~companies to isrecognize ~~located~~revenue onin a manner that depicts the ~~label~~transfer of promised goods or ~~presented~~services onto customers in an amount that reflects the consideration ~~web~~to ~~site~~which ~~and~~the ~~therefore~~entity isexpects ~~known~~to atbe entitled in exchange for those goods or services. In addition, the ~~time~~standard requires disclosures of ~~purchase~~the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company sells CBD related products in a retail location in Atlanta, Georgia and through e-commerce. Revenue is recognized based on the following model:

~~4. The price of the product is properly allocated to the sole performance of providing the product.~~F-7

5.Table ~~Revenue is recognized in the retail location at the point~~ of ~~sale where money is collected and product is in control of customer and from the web site upon settlement of the credit card transaction, which is effectively at the time of purchase.~~Contents

~~Concentration~~1. The Company sells products at their one retail location and via web site sales. A sale agreement exists when the customer purchases the product at the counter or via an online purchase. The price for and product to be received are known at time of ~~Risk~~purchase.

2. The ~~Company~~performance ~~may~~obligations ~~periodically~~are ~~contract with consultants and vendors~~ to provide ~~services related to~~ the ~~Company's~~product ~~business development activities. Agreements~~ for ~~these~~the ~~services~~customer ~~may~~at bethe ~~for~~counter ~~a specific time period~~ or ~~for~~ship athe ~~specific~~product ~~project~~to orthe ~~task~~customer. ~~The~~Product ~~Company~~is shipped ~~did~~on ~~not~~the ~~have~~day ~~any~~of ~~agreements at December 31, 2023 or 2022~~sale.

~~Income~~3. The ~~Taxes~~price of the product is located on the label or presented on the web site and therefore is known at the time of purchase.

4. The ~~Company~~price ~~accounts~~of ~~for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly,~~ the ~~Company~~product ~~recognizes~~is ~~deferred~~properly ~~tax~~allocated ~~assets~~to ~~and liabilities for~~ the ~~expected~~sole ~~impact~~performance of ~~differences~~providing ~~between~~ the ~~financial statements and the tax basis of assets and liabilities~~product.

~~The~~5. Revenue ~~Company records a valuation allowance to reduce its deferred tax assets to the amount that~~ is ~~more~~recognized ~~likely~~in ~~than not to be realized. In~~ the ~~event~~retail ~~the~~location ~~Company~~at ~~was to determine that it would be able to realize its deferred tax assets in~~ the ~~future~~point ~~in excess~~ of ~~its~~sale ~~recorded~~where ~~amount,~~money anis ~~adjustment~~collected toand ~~the~~product ~~deferred~~is ~~tax assets would be credited to operations~~ in ~~the~~control ~~period~~of ~~such~~customer ~~determination~~and from ~~was made. Alternatively, should~~ the ~~Company~~web ~~determine~~site ~~that~~upon itsettlement ~~would not be able to realize all or part~~ of ~~its~~the ~~deferred~~credit ~~tax~~card ~~assets in the future~~transaction, anwhich ~~adjustment~~is toeffective ~~the~~at ~~deferred tax assets would be charged to operations in~~ the ~~period~~time ~~such~~of ~~determination was made~~purchase.

~~The Company is subject to U.S. federal income taxes and income taxes~~ Concentration of ~~the State of Georgia.~~Risk

~~As the~~ The Company's ~~net~~may ~~operating~~periodically ~~losses~~contract inwith ~~the~~consultants ~~respective~~and ~~jurisdictions~~vendors into ~~which~~provide itservices ~~operates~~related ~~have~~to ~~yet~~the toCompany’s bebusiness ~~utilized,~~development activities. ~~all~~Agreements ~~previous~~for ~~tax~~these ~~years~~services ~~remain~~may ~~open~~be tofor ~~examination~~a byspecific ~~the~~time ~~taxing~~period ~~authorities~~or infor ~~which~~a ~~the~~specific ~~Company~~project ~~currently~~or ~~operates~~task. The Company ~~had~~did nonot ~~unrecognized~~have any ~~tax~~agreements ~~benefits~~at ~~as of~~ December 31, ~~2023~~2024 ~~and~~or ~~2022 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months~~2023.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is "more-likely-than-not" to be sustained by the taxing authority as of the reporting date. If the tax position is not considered "more-likely-than-not" to be sustained, then no benefits of the position are recognized. As of December 31, 2023 and 2022, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.Income Taxes

The Company ~~Tax~~accounts ~~Reform~~for ~~Act~~income oftaxes ~~1986~~under ~~limits~~an ~~the~~asset ~~annual~~and ~~utilization~~liability ofapproach ~~net~~for ~~operating~~financial ~~loss~~accounting and ~~tax~~reporting ~~credit~~for ~~carry~~income ~~forwards, following an ownership change of the Company~~taxes. ~~Note that as a result of the Company's equity financings in recent years~~Accordingly, the Company ~~underwent~~recognizes ~~changes~~deferred intax ~~ownership~~assets ~~for purposes of the Tax Reform Act. Pursuant to Sections 382~~ and ~~383~~liabilities offor the ~~Internal~~expected ~~Revenue~~impact ~~Code, annual use~~ of ~~any~~differences ofbetween the ~~Company's~~financial ~~net~~statements ~~operating~~and the ~~loss~~tax ~~carry~~basis ~~forwards may be limited if cumulative changes in ownership~~ of ~~more~~assets ~~than~~and ~~50% occur during any three-year period~~liabilities.

~~Impairment~~The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of ~~Long-Lived~~its ~~Assets~~recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company ~~reviews~~is ~~the~~subject ~~carrying~~to ~~value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset should no longer be appropriate~~U.S. ~~The~~federal ~~Company~~income ~~assesses~~taxes ~~recoverability~~and ofincome ~~the~~taxes ~~carrying value~~ of the ~~asset~~State ~~by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value~~ of ~~the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value~~Georgia.

~~F-9~~As the Company’s net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of December 31, 2024 and 2023 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

~~Table~~The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of ~~Contents~~uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of December 31, 2024 and 2023, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

~~Stock~~The Tax Reform Act of 1986 limits the annual utilization of net operating loss and tax credit carry forwards, following an ownership change of the Company. Note that as a result of the Company’s equity financings in recent years, the Company underwent changes in ownership for purposes of the Tax Reform Act. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company’s net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three-~~Based~~year ~~Compensation~~period.

The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date Impairment of ~~each~~Long-Lived ~~grant. Stock grants, which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period.~~Assets

The Company ~~fair~~reviews the carrying value of ~~stock~~its ~~options granted as stock~~long-~~based~~lived ~~compensation~~assets ~~will~~annually beor ~~determined~~whenever ~~utilizing~~events ~~the~~or ~~Black-Scholes~~changes ~~option-pricing~~in ~~model,~~circumstances ~~and~~indicate ~~can~~that ~~be affected by several variables,~~ the historical ~~most~~cost-carrying ~~significant~~value of ~~which~~an ~~are~~asset ~~the~~should ~~life~~no oflonger ~~the~~be ~~equity~~appropriate. ~~award,~~The ~~the~~Company ~~exercise~~assesses ~~price~~recoverability of the ~~stock~~carrying ~~option as compared to the fair market~~ value of the ~~common~~asset ~~stock~~by onestimating the ~~grant~~future ~~date,~~net ~~and~~undiscounted ~~the~~cash ~~estimated~~flows ~~volatility~~expected ofto ~~the~~result ~~common~~from ~~stock. Estimated volatility will be based on~~ the ~~historical volatility of the Company's common stock over an appropriate calculation period~~asset, ~~or,~~including ifeventual ~~not~~disposition. If ~~available, by reference to~~ the ~~volatility~~future ofnet aundiscounted ~~representative~~cash ~~sample~~flows ofare ~~comparable~~less ~~public~~than ~~companies. The risk-free interest rate will be based on~~ the ~~U.S.~~carrying ~~Treasury yield curve in effect at the time of grant. The fair market~~ value of the ~~common~~asset, ~~stock~~an ~~will~~impairment beloss ~~determined~~is byrecorded ~~reference~~equal to the difference ~~quoted~~between ~~market price of~~ the ~~Company'~~asset’s ~~common~~carrying ~~stock~~value onand ~~the~~estimated ~~grant~~fair ~~date, or, if not available, by reference to an appropriate alternative valuation methodology~~value.

~~The Company will recognize the fair value of stock~~F-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.8

AsTable of ~~December 31, 2023 and 2022, the Company did not have any outstanding stock options.~~Contents

~~Earnings (Loss) Per Share~~Stock-Based Compensation

The Company's ~~computation~~issues ofcommon ~~earnings~~stock ~~(loss) per share ("EPS") includes basic~~ and ~~diluted~~intends ~~EPS.~~to ~~Basic~~issue ~~EPS~~stock isoptions ~~measured as the income (loss) attributable~~ to ~~common~~officers, ~~stockholders~~directors ~~divided~~and byconsultants ~~the weighted average common shares outstanding~~ for ~~the~~services ~~period~~rendered. ~~Diluted~~Options will ~~EPS~~vest isand ~~similar~~expire according to ~~basic~~terms ~~EPS~~established ~~but~~at ~~presents~~ the ~~dilutive~~issuance ~~effect~~date ~~on a per share basis~~ of ~~potential~~each ~~common~~grant. ~~shares~~Stock ~~(e.g.~~grants, ~~convertible~~which ~~notes~~are ~~payable,~~generally ~~convertible~~time ~~preferred stock~~vested, will ~~warrants~~be ~~and~~measured ~~stock options) as if they had been converted~~ at the ~~beginning~~grant ~~of the periods presented, or issuance~~ date, iffair ~~later.~~value ~~Potential~~and ~~common~~charged ~~shares~~to ~~that~~operations ~~have~~ratably anover ~~anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from~~ the ~~calculation~~vesting ~~of diluted EPS~~period.

AsThe fair value of ~~December~~stock ~~31,~~options ~~2023~~granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and ~~2022~~can be affected by several variables, the ~~following~~most ~~shares~~significant ~~were~~of ~~issuable~~which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and ~~excluded~~the ~~from~~estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company’s common stock over an appropriate calculation period, or, if not available, by reference to the volatility of ~~diluted~~a ~~loss:~~representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company’s common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology.

		December 31, 2023				December 31, 2022
Convertible Notes Payable			2,666,667				-

The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company’s consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.

~~Fair~~As of ~~Value~~December of31, ~~Financial~~2024 ~~Instruments~~and 2023, the Company did not have any outstanding stock options.

~~The~~Earnings (Loss) ~~authoritative~~Per guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.Share

~~Level~~The Company’s 1computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. ~~Observable~~Basic ~~inputs~~EPS ~~such~~is measured as the ~~quoted~~income ~~prices~~(loss) inattributable ~~active~~to ~~markets~~common ~~for~~stockholders andivided ~~identical~~by ~~asset~~the orweighted ~~liability~~average ~~that~~common ~~the~~shares ~~Company~~outstanding ~~has~~for the ~~ability~~period. Diluted EPS is similar to ~~access~~basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the ~~measurement~~periods presented, or issuance date, if later. ~~Financial~~Potential ~~assets~~common ~~and~~shares ~~liabilities~~that ~~utilizing~~have ~~Level~~an 1anti-dilutive ~~inputs~~effect ~~include~~(i.e., ~~active-exchange~~those ~~traded~~that ~~securities~~increase ~~and~~income ~~exchange-based~~per ~~derivatives~~share or decrease loss per share) are excluded from the calculation of diluted EPS.

~~Level~~As of 2.December ~~Inputs~~31, ~~other~~2024 ~~than~~and ~~quoted prices included within Level 1~~2023, ~~which are directly observable for~~ the ~~asset~~following orshares ~~liability~~were orissuable ~~indirectly observable through corroboration with observable market data. Financial assets~~ and ~~liabilities~~excluded ~~utilizing~~from ~~Level~~the 2calculation ~~inputs~~of ~~include~~diluted ~~fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.~~loss:

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

		December 31, 2024				December 31, 2023
Convertible Notes Payable			3,284,436				2,666,667

~~The~~Fair Value Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of ~~the~~Financial ~~assets and liabilities at each reporting period end.~~Instruments

~~F-10~~The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

~~Table~~Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of ~~Contents~~the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

~~The~~Level 2. ~~carrying~~Inputs, ~~value~~other ofthan ~~financial~~quoted ~~instruments~~prices ~~(consisting~~included ofwithin ~~cash~~Level ~~and~~1, ~~accounts~~which ~~payable~~are ~~and~~directly ~~accrued~~observable ~~expenses)~~for isthe ~~considered~~asset toor beliability ~~representative~~or ofindirectly ~~their~~observable through ~~respective~~corroboration ~~fair~~with ~~values~~observable ~~due~~market todata. ~~the~~Financial ~~short~~assets and liabilities utilizing Level 2 inputs include fixed income securities, non-~~term~~exchange-based ~~nature~~derivatives, ofmutual ~~those~~funds, ~~instruments~~and fair-value hedges.

~~Leases~~Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

~~Effective~~The Company ~~January~~will 1,determine ~~2019,~~ the ~~Company~~level ~~adopted~~in ~~Accounting~~the ~~Standards~~fair ~~Update~~value ~~2016-02,~~hierarchy ~~Leases~~within ~~(Topic 842) ("ASU 2016-02"),~~ which ~~requires~~each afair ~~lessee~~value tomeasurement ~~record~~falls ain ~~right-of-use~~its ~~asset~~entirety, ~~and~~based ~~a corresponding lease liability at~~ on the ~~inception~~lowest oflevel ~~the~~input ~~lease~~that ~~initially~~is ~~measured~~significant atto the ~~present~~fair value ofmeasurement ~~the~~in ~~lease~~its ~~payments~~entirety. ~~ASU~~In ~~2016-02~~determining ~~requires~~the ~~recognition~~appropriate inlevels, the Company ~~statement~~will ofperform ~~operations~~an ofanalysis ~~a single lease cost that is calculated as a total cost~~ of the ~~lease~~assets ~~allocated~~and ~~over~~liabilities ~~the~~at ~~lease~~each ~~term,~~reporting ~~generally~~period ~~on a straight-line basis~~end.

~~Recent Accounting Pronouncements~~F-9

InTable ~~June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement~~ of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As a small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company's financial statements and related disclosures.Contents

~~Other~~The carrying ~~recent~~value ~~accounting~~of ~~pronouncements~~financial ~~issued~~instruments by(consisting ~~the~~of ~~FASB,~~cash ~~including~~and ~~its~~accounts ~~Emerging~~payable ~~Issues~~and ~~Task~~accrued ~~Force,~~expenses) ~~and~~is ~~the~~considered ~~American~~to ~~Institute~~be representative of ~~Certified~~their ~~Public~~respective ~~Accountants,~~fair ~~did~~values ~~not~~due ~~or are not believed by management~~ to ~~have a material impact on~~ the ~~Company's~~short-term ~~present~~nature orof ~~future~~those ~~financial statements and related disclosures~~instruments.

~~3. Property and Equipment~~ Leases

~~Property~~Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) (“ASU 2016-02”), which requires a lessee to record a right-of-use asset and ~~equipment~~a ~~consists~~corresponding lease liability at the inception of the ~~following:~~lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis.

	December 31, 2023		December 31, 2022
Equipment	$	-	$	5,140
Leasehold improvements		-		10,788
Furniture and fixtures		-		5,044
Total		-		20,972
Less accumulated depreciation		-		17,150
Property and equipment, net	$	-	$	3,822

Convertible Debt

~~Depreciation~~The Company ~~expense~~has ~~for~~adopted ~~the~~Accounting ~~years~~Standards ~~ended~~Update ~~December~~(“ASU”) 312020-06, ~~2023~~Debt—Debt with Conversion and ~~2022~~Other ~~was~~Options $3(Subtopic 470-20),~~822~~ which removed certain separation models in Subtopic 470-20. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and $4Hedging,~~258~~ or that do not result in substantial premiums accounted for as paid-in capital. Consequently, ~~respectively~~a convertible debt instrument will be accounted for as a single liability measured at its amortized cost.

~~F-11~~Recent Accounting Pronouncements

~~Table~~In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of ~~Contents~~Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As a small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company’s financial statements and related disclosures.

4In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ~~Debt~~The amended guidance requires incremental reportable segment disclosures, primarily about significant segment expenses. The amendments also require entities with a single reportable segment to provide all disclosures required by these amendments, and all existing segment disclosures. The amendments will be applied retrospectively to all prior periods presented in the financial statements and is effective for fiscal years beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company adopted this guidance in the fourth quarter of 2024. For additional information, see “Note 11—Segment Information.”

~~Schedule~~Accounting Standards ofIssued, ~~Debt:~~Not Adopted

	December 31, 2023		December 31, 2022
Convertible Note Payable in the amount of $40,000, dated December 26, 2023, payable to The National Legacy Foundation (the “Legacy Foundation Note”). The note bears interest at 6.5% and has a maturity date of December 26, 2025. The Legacy Foundation Note is convertible into common stock at a conversion price of $0.015, at the option of the holder any time prior to repayment. During the year ended December 31, 2023, the Company accrued interest in the amount of $36 on this note.	$	40,000	$	-
Loan in the amount of $4,095, dated January 4, 2023, payable to Lightspeed Capital (the “Lightspeed Loan”). The Lightspeed Loan is payable at the rate of 11% of the Company’s sales receipts. During the year ended December 31, 2023, the Company made payments of $4,518 and received additional borrowings of $5,283, subject to the same repayment terms as the original agreement.		4,860		-
Economic Injury Disaster Loan (EIDL), dated June 9, 2020. The note bears interest at 3.75% and has a maturity date of June 9, 2050. Payments on the loan were deferred until June 2022, at which point monthly payments of principal and interest totaling $134 became due. Interest in the amount of $1,973 has been accrued as of December 31, 2023. During the year ended December 31, 2023 and 2022, the Company made interest payments in the amount of $2,470 and $250, respectively.		27,300		27,300
Total	$	72,160	$	27,300
Current portion	$	6,377	$	1,517
Long term portion	$	65,783	$	25,783

In November 2024, the FASB issued Accounting Standard Update No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). This standard requires additional disclosures over certain expenses, including purchases of inventory, employee compensation, depreciation, intangible asset amortization, and other specific expense categories. This standard also requires disclosure of the total amount of selling expenses and the Company’s definition of selling expenses. This update is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating the impact this update will have on our annual disclosures; however, we do not anticipate a material impact to our financial statements.

~~Future~~3. Short-term ~~principal~~Loan ~~payments~~Payable of- ~~notes~~Related ~~payable are as follows:~~Party

Twelve months ending December 31,
2024	$	6,377
2025		41,517
2026		1,517
2027		1,517
2028		1,517
Thereafter		19,715
Total	$	72,160

On October 28, 2024, the Company entered into an agreement with Xavier Carter, its Chief Financial Officer, for a short-term loan in the amount of $1,500. If repaid within 90 days, the loan has an interest rate of 0%. If the loan is not repaid on the due date of January 28, 2025, interest will accrue at a rate of 6.5%. As of December 31, 2024, the amount due under the short-term loan was $1,500.

~~5. Right of Use Asset and Liability~~ F-10

~~Operating~~Table ~~lease right-~~of~~-use~~ assets and liabilities are recognized at the commencement date of the lease based on the present value of lease payments over the lease term. Right-of-use assets represent the Company's right to use an underlying asset for the lease term, and right-of-use lease liabilities represent the Company's obligation to make lease payments arising from the lease. Generally, the implicit rate of interest, equivalent to a discount rate, in lease arrangements is not readily determinable and the prevailing commercial property mortgage rate is utilized in determining the present value of lease payments.Contents

~~The Company leased its retail store in Atlanta, Georgia under a five-year lease executed on January 24, 2019~~4. Convertible ~~The~~Notes ~~monthly~~Payable ~~cash payment for this operating lease was approximately $2,000 per month, with the lease term ending on December 24, 2023. The Company recorded right~~-~~of-use~~ ~~assets~~Related ~~and liabilities of $84,994 on January 24, 2019, based on the present value of payments and an incremental borrowing rate of 10.0% per annum.~~Party

F-12

	December 31, 2024		December 31, 2023
Convertible Note Payable in the amount of $5,000, dated November 18, 2024, payable to Ridolfo R. Brown, a related party (the “Brown Note 3”). The note bears interest at 6.5% and has a maturity date of November 18, 2026. The Brown Note 3 will automatically convert into common stock upon the Company’s sale of any equity securities with a value of not less than $1,000,000 at a conversion price equal to the lesser of 80% of (i) the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than $1,000,000 or (ii) the number equal to $3,500,000 divided by the number of shares of the Company outstanding (calculated on a fully diluted basis). Should the note not convert to common stock at the maturity date, then, at any time from the maturity date to the repayment date, the note may be converted upon the approval of the Company’s Administrative Agent and the majority investors of the Company into the number of shares equal to the principal amount of the note divided by the conversion price, such conversion price to be calculated as $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis). During the years ended December 31, 2024 and 2023, the Company accrued interest in the amount of $38 and $0, respectively, on this note.	$	5,000	$	-

Convertible Note Payable in the amount of $6,000, dated August 15, 2024, payable to Ridolfo R. Brown, a related party (the “Brown Note 2”). The note bears interest at 6.5% and has a maturity date of August 15, 2026. The Brown Note 2 will automatically convert into common stock upon the Company’s sale of any equity securities with a value of not less than $1,000,000 at a conversion price equal to the lesser of 80% of (i) the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than $1,000,000 or (ii) the number equal to $3,500,000 divided by the number of shares of the Company outstanding (calculated on a fully diluted basis). Should the note not convert to common stock at the maturity date, then, at any time from the maturity date to the repayment date, the note may be converted upon the approval of the Company’s Administrative Agent and the majority investors of the Company into the number of shares equal to the principal amount of the note divided by the conversion price, such conversion price to be calculated as $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis). During the years ended December 31, 2024 and 2023, the Company accrued interest in the amount of $147 and $0, respectively, on this note.		6,000		-

Convertible Note Payable in the amount of $40,000, dated January 3, 2024, payable to Ridolfo R. Brown, a related party (the “Brown Note”). The note bears interest at 6.5% and has a maturity date of January 3, 2026. The Brown Note will automatically convert into common stock upon the Company’s sale of any equity securities with a value of not less than $1,000,000 at a conversion price equal to the lesser of 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than $1,000,000 or (ii) the number equal to $3,500,000 divided by the number of shares of the Company outstanding (calculated on a fully diluted basis). Should the note not convert to common stock at the maturity date, then, at any time from the maturity date to the repayment date, the note may be converted upon the approval of the Company’s Administrative Agent and the majority investors of the Company into the number of shares equal to the principal amount of the note divided by the conversion price, such conversion price to be calculated as $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis). During the years ended December 31, 2024 and 2023, the Company accrued interest in the amount of $2,585 and $0, respectively, on this note.		40,000		-

Convertible Note Payable in the amount of $40,000, dated December 26, 2023, payable to The National Legacy Foundation, a related party (the “Legacy Foundation Note”). The note bears interest at 6.5% and has a maturity date of December 26, 2025. The Legacy Foundation Note is convertible into common stock at a conversion price of $0.015, at the option of the holder any time prior to repayment. During the years ended December 31, 2024 and 2023, the Company accrued interest in the amount of $2,643 and $36, respectively, on this note.		40,000		40,000

Total	$	91,000	$	40,000
Convertible notes payable – related party, current portion	$	40,000	$	-
Convertible notes payable – related party, noncurrent portion	$	51,000	$	40,000

~~Table of Contents~~F-11

OnTable October 18, 2023, the Company entered into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord, under which the Company surrendered the leased premises, and settled all outstanding obligations and debts. According to the terms of the Settlement Agreement, the Company forfeited all deposits, totaling $9,084, and settled the outstanding balance of $47,511, of past due rent and other charges, for $18,000, to be paid in monthly installments of $1,500 for 12 months (See Note 10). The Company derecognized a right of use asset of $4,185 and lease liability of $2,726 and recorded a gain on the settlement in the amount of $18,968. The Company did not have any other leases with initial terms of 12 months or more at December 31, 2023 and 2022.Contents

~~During the year ended December 31, 2023, the Company accrued an additional $34,604 in unpaid rent and fees~~5. Notes The aggregate lease expense for the operating lease charged to general and administrative expenses in the statement of operations was $53,637 and $22,962 for the years ended December 31, 2023 and 2022, respectively.Payable

As of December 31, 2023 and 2022, the Company had right of use assets of $0 and $19,670, and lease liabilities of $0 and $19,850, respectively.

	December 31, 2024		December 31, 2023
Loan in the amount of $4,095, dated January 4, 2023, payable to Lightspeed Capital (the “Lightspeed Loan”). The Lightspeed Loan is payable at the rate of 11% of the Company’s sales receipts. During the year ended December 31, 2023, the Company received additional borrowings of $5,283, subject to the same repayment terms as the original agreement. During the years ended December 31, 2024 and 2023, the Company made repayments of $0 and $4,523, respectively.	$	4,860	$	4,860

Economic Injury Disaster Loan (EIDL), dated June 9, 2020. The note bears interest at 3.75% and has a maturity date of June 9, 2050. Payments on the loan were deferred until June 2022, at which point monthly payments of principal and interest totaling $134 became due. Interest in the amount of $2,822 has been accrued as of December 31, 2024. During the years ended December 31, 2024 and 2023, the Company made interest payments in the amount of $200 and $2,470, respectively.		27,300		27,300

Total	$	32,160	$	32,160
Notes payable, current portion	$	6,697	$	6,377
Notes payable, noncurrent portion	$	25,463	$	25,783

6.Aggregate maturities ~~Related~~of ~~Party~~loans ~~Transactions~~payable – related party, convertible notes payable – related parties, and notes payable as of December 31, 2024 are as follows:

~~On January 4, 2021,~~ For the ~~Company~~twelve ~~executed~~months aended ~~Stock~~December ~~Purchase Agreement (the “Purchase Agreement”)~~31, by and between the Company, Atlanta CBD, Inc. (“Atlanta”), and the controlling shareholders of Atlanta, Floretta Gogo and Xavier Carter (collectively referred to as the “Sellers”). In connection with the closing of the transactions contemplated by the Purchase Agreement (the “Atlanta Acquisition”), the Company acquired 51% of the outstanding common stock Atlanta from the Sellers in exchange for 13,600,000 shares of the Company’s common stock. The Sellers are officers of the Company and as a result, the Atlanta Acquisition is a related party transaction that was accounted for at book value.

On April 27, 2023, the Company issued 914,286 shares of common stock to a related party for cash proceeds in the amount of $20,000 ($0.022 per share).

2025	$	48,197
2026		51,664
2027		690
2028		716
2029		743
Thereafter		22,650
Total	$	124,660

~~On May 10, 2023, the Company sold 1,066,666 shares of common stock at a price of $0~~6.~~015~~ Settlement ~~per~~Payable ~~share for cash proceeds of $16,000 to each of two related party investors (a total of 2,133,332 shares of common stock for aggregate cash proceeds of $32,000).~~

~~During~~The Company ~~the~~leased its retail store in Atlanta, Georgia under a five-year ~~ended~~lease ~~December~~executed 31on January 24, ~~2023~~2019. The monthly cash payment for this operating lease was approximately $2,000 per month, with the lease term ending on December 24, 2023. The Company ~~received~~recorded right ~~capital~~of ~~contributions~~use ~~from~~assets ~~related~~and ~~parties~~liabilities inof $84,994 on January 24, 2019, based on the ~~amounts~~present value of $payments and an incremental borrowing rate of 10~~,502~~.0% per annum.

7On October 18, 2023, the Company entered into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord, under which the Company surrendered the leased premises, and settled all outstanding obligations and debts. ~~Mezzanine~~According ~~Equity~~to the terms of the Settlement Agreement, the Company forfeited all deposits, totaling $9,084, and settled the outstanding balance of $47,511, of past due rent and other charges, for $18,000, to be paid in monthly installments of $1,500 for 12 months. The Company derecognized a right of use asset of $4,185 and lease liability of $2,726 and recorded a gain on the settlement in the amount of $18,968.

~~Mezzanine~~During the ~~equity,~~year asended of December 31, ~~2023 and 2022~~2024, ~~consists~~the ofCompany ~~1,518~~made ~~shares~~payments of ~~preferred~~$5,500 ~~stock~~on ~~of Atlanta CBD with redeemable features that allow~~ the ~~investors~~rental ~~(“Investors”) to request repayment of their investment~~settlement. ~~The~~As ~~Investors are also entitled to profit distributions equal to the lesser~~ of ~~(i)~~December ~~25% interest~~31, ~~(ii)~~2024 ~~the difference between the ownership percentage of management~~ and ~~50%~~2023, ~~which will be distributed to management, until a 35% profit goal achieved. Preferred shareholders are entitled to a return of their investment upon 15 days’ notice given to~~ the amount ~~Company~~due ~~after~~under ~~any distribution. No payments have been made on~~ the ~~Mezzanine~~settlement ~~Equity~~payable aswas of$9,501 ~~December~~and 31$15,001, ~~2023~~respectively.

~~F-13~~7. Related Party Transactions

~~Table~~On October 28, 2024, the Company entered into an agreement with Xavier Carter, its Chief Financial Officer, for a short-term loan in the amount of ~~Contents~~$1,500. If repaid within 90 days, the loan has an interest rate of 0%. If the loan is not repaid on the due date of January 28, 2025, interest will accrue at a rate of 6.5%. As of December 31, 2024, the amount due under the short-term loan was $1,500. See Note 3.

~~8. Stockholders' Equity~~F-12

~~The~~Table ~~Company is authorized to issue up to 100,000,000 shares~~ of ~~common stock, $0.0001 par value per share. At December 31, 2023 and 2022, the Company had 42,547,484 and 37,196,667 shares of common stock issued and outstanding, respectively.~~Contents

InConvertible Note ~~January~~Payable ~~2021,~~in the ~~Company~~amount ~~entered~~of ~~into~~$5,000, dated November 18, 2024, payable to Ridolfo R. Brown, a ~~Stock~~related ~~Purchase~~party. ~~Agreement~~The ~~with~~note ~~the~~bears ~~owners~~interest at 6.5% and has a maturity date of ~~Atlanta~~November ~~CBD~~18, ~~Inc~~2026. ~~and~~The ~~acquired~~Brown ~~51%~~Note of3 ~~the~~is convertible into common stock ofat ~~Atlanta~~a ~~CBD,~~conversion ~~Inc.~~price inequal ~~exchange~~to the ~~for~~lesser ~~13,600,000~~of ~~shares~~(i) 80% of the ~~Company’s~~lowest ~~common~~price ~~stock.~~per ~~This~~share ~~transaction~~paid ~~was~~by ~~accounted~~the ~~for~~investors ~~using~~purchasing ~~common~~equity ~~control~~securities ~~accounting;~~with ~~accordingly~~an aggregate sales price of not less than One Million Dollars, or (ii) the ~~transaction~~number ~~was~~equal ~~recorded~~to as$3,500,000 ifdivided itby ~~occurred~~the numbers of shares of the Company outstanding (calculated on ~~January~~a 1fully diluted basis), ~~2020.~~at ~~The~~the ~~amount~~option of ~~$55,412~~the ~~was~~holder ~~recorded~~any time prior to ~~additional~~repayment. ~~paid-in~~During ~~capital,~~the ~~$22~~year ended December 31,~~350~~ ~~was~~2024 and ~~charged~~2023, tothe ~~minority~~Company accrued interest, in the amount of $38 and $230,~~263~~ ~~was~~respectively, ~~recorded~~on tothis ~~accumulated deficit~~note.

~~Equity~~Convertible Note ~~transactions~~Payable ~~during~~in the amount of $6,000, dated August 15, 2024, payable to Ridolfo R. Brown, a related party. The note bears interest at 6.5% and has a maturity date of August 15, 2026. The Brown Note 2 is convertible into common stock at a conversion price equal to the lesser of (i) 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than One Million Dollars, or (ii) the number equal to $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis), at the option of the holder any time prior to repayment. During the year ended December 31, 2024 and 2023:, the Company accrued interest in the amount of $147 and $0, respectively, on this note.

OnConvertible Note ~~February~~Payable 16in the amount of $40,000, ~~2023~~dated January 3, ~~the~~2024, ~~Company~~payable ~~sold~~to ~~333~~Ridolfo R. Brown,~~334~~ ~~shares~~a related party. The note bears interest at 6.5% and has a maturity date of January 3, 2026. The Brown Note is convertible into common stock inat a ~~private~~conversion ~~placement~~price ~~for~~equal ~~gross~~to ~~proceeds~~the lesser of (i) 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than One Million Dollars, or (ii) the number equal to $103,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis), at the option of the holder any time prior to repayment. During the year ended December 31, 2024 and 2023, the Company accrued interest in the amount of $2,585 and $0, respectively, on this note.

OnConvertible Note ~~February~~Payable 9,in ~~2023,~~the ~~February~~amount ~~17,~~of ~~2023~~$40,000, ~~and~~dated ~~March~~December 926, 2023, ~~the~~payable ~~Company~~to ~~received~~The ~~capital~~National ~~contributions~~Legacy ~~from~~Foundation, a related party. inThe ~~the~~note bears ~~amounts~~interest at 6.5% and has a maturity date of December 26, 2025. The Legacy Foundation Note is convertible into common stock at a conversion price of $10.015,~~797~~ at the option of the holder any time prior to repayment. During the year ended December 31, 2024 and 2023, the Company accrued interest in the amount of $32,~~705~~643 and $536,~~000,~~ respectively, on this note.

On February ~~April 27~~28, ~~2023~~2024, the Company’s ~~issued~~Board ~~914~~of Directors approved the issuance of 1,~~286~~000,000 shares of common stock towith a ~~related~~fair ~~party~~value of ~~for~~$15,000 ~~cash~~to ~~proceeds~~each inof ~~the~~its ~~amount~~Chief ofExecutive ~~$20,000~~Officer ~~($0.022~~and ~~per~~Interim ~~share)~~Chief Financial Officer as a bonus.

On May 1017, ~~2023~~2024, the Company ~~sold~~issued 1,~~066~~000,~~666~~000 shares of common stock atwith a ~~price~~fair ofvalue ~~$0.015 per share for cash proceeds~~ of $16230,000 to ~~each~~one of ~~two~~its ~~investors~~directors (aas ~~total of 2,133,332 shares of common stock for aggregate cash proceeds of $32,000)~~compensation.

On June ~~October 7~~4, ~~2023~~2024, the Company ~~sold~~issued ~~416~~1,~~933~~000,000 shares of common stock atwith a ~~price~~fair value of $~~0.015~~230,000 ~~per~~to ~~share~~each ~~for~~of ~~cash~~its ~~proceeds~~Chief ofExecutive ~~$6,254~~Officer and Interim Chief Financial Officer as compensation for ongoing services.

On June ~~October 10~~30, ~~2023~~2024, the Company ~~sold~~issued ~~416~~500,~~933~~000 shares of common stock atwith a ~~price~~fair value of $~~0.015~~115,000 ~~per~~to ~~share~~its ~~for~~Corporate ~~cash~~Secretary ~~proceeds~~as ofcompensation for ~~$6,254~~ongoing services.

On June ~~November 10~~30, ~~2023~~2024, the Company ~~sold~~issued ~~168~~500,~~666~~000 shares of common stock atwith a ~~price~~fair value of $~~0.015~~115,000 ~~per~~to ~~share~~one ~~for~~of ~~cash~~its ~~proceeds~~directors ofas ~~$2,500~~compensation.

OnDuring the year ended December 2831, ~~2023~~2024, the Company ~~sold~~received ~~967,333~~capital ~~shares~~contributions offrom ~~common~~related ~~stock~~parties atin athe ~~price~~amounts of $~~0.015 per share for cash proceeds of $14~~7,~~510~~000.

~~Equity~~On April ~~transactions~~27, ~~during~~2023, the ~~year~~Company ~~ended~~issued ~~December~~914,286 31shares of common stock to a related party for cash proceeds in the amount of $20,000 ~~2022:~~($0.022 per share).

InOn May ~~August~~10, ~~2022~~2023, the Company sold ~~580~~1,~~000~~066,666 shares of common stock inat a ~~private~~price ~~placement~~of $0.015 per share for ~~gross~~cash proceeds of $16,000 to each of two related party investors (a total of 2,~~900~~133,332 shares of common stock for aggregate cash proceeds of $32,000).

OnDuring the ~~November~~year 8ended December 31, ~~2022~~2023, the Company ~~sold~~received ~~666,667~~capital ~~shares~~contributions offrom ~~common~~related ~~stock~~parties in athe ~~private~~amounts ~~placement for gross proceeds~~ of $2010,~~000~~502.

~~During the year ended December 31, 2022, the Company received cash in the aggregate amount of $12,595 from an investor for capital contributions~~8. Mezzanine Equity

9Mezzanine equity, as of December 31, 2024 and 2023, consists of 1,518 shares of preferred stock of Atlanta CBD with redeemable features that allow the investors (“Investors”) to request repayment of their investment. ~~Income~~The ~~Taxes~~Investors are also entitled to profit distributions equal to the lesser of (i) 25% interest, (ii) the difference between the ownership percentage of management and 50%, which will be distributed to management, until a 35% profit goal achieved. Preferred shareholders are entitled to a return of their investment upon 15 days’ notice given to the Company after any distribution. No payments have been made on the Mezzanine Equity as of December 31, 2024.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2023 and 2022 are summarized below.F-13

	December 31, 2023			December 31, 2022
Net operating loss carryforwards	$	415,000		$	295,000
		415,000			295,000
Valuation allowance		(415,000	)		(295,000	)
Net deferred tax assets	$	-		$	–

Table of Contents

~~F-14~~9. Stockholders’ Equity

~~Table~~The Company is authorized to issue up to 100,000,000 shares of ~~Contents~~common stock, $0.0001 par value per share. At December 31, 2024 and 2023, the Company had 44,337,557 and 42,547,484 shares of common stock issued and outstanding, respectively.

In January ~~assessing~~2021, the ~~potential~~Company ~~realization~~entered ofinto ~~deferred~~a ~~tax~~Stock ~~assets,~~Purchase ~~management~~Agreement ~~considers~~with ~~whether~~the itowners isof ~~more~~Atlanta ~~likely~~CBD, ~~than~~Inc. ~~not~~and ~~that~~acquired ~~some~~51% ~~portion or all~~ of the ~~deferred~~common stock ~~tax~~of ~~assets~~Atlanta ~~will~~CBD, ~~be realized~~Inc. ~~The~~in ~~ultimate~~exchange ~~realization~~for of13,600,000 ~~deferred~~shares ~~tax~~of ~~assets is dependent upon~~ the Company’s ~~attaining~~common ~~future~~stock. ~~taxable~~This ~~income~~transaction ~~during~~was ~~the~~accounted ~~periods~~for using incommon ~~which~~control ~~those~~accounting; ~~temporary differences become deductible. As of December 31~~accordingly, ~~2023~~the ~~and~~transaction ~~2022, management~~ was ~~unable~~recorded toas ~~determine~~ if it isoccurred ~~more~~on ~~likely~~January ~~than~~1, ~~not~~2020. ~~that~~The ~~the~~amount ~~Company's~~of ~~deferred~~$55,412 was ~~tax~~recorded ~~assets~~to ~~will~~additional bepaid-in ~~realized~~capital, ~~and~~$22,350 ~~has~~was ~~therefore~~charged ~~recorded~~to anminority ~~appropriate~~interest, ~~valuation~~and ~~allowance~~$23,263 ~~against~~was ~~deferred~~recorded ~~tax~~to ~~assets~~accumulated ~~at such dates~~deficit.

NoEquity transactions ~~U.S.~~during ~~federal tax provision has been provided for~~ the ~~Company~~year ~~for the years~~ ended December 31, ~~2023 and 2022 due to the losses incurred during the periods.~~2024:

~~The~~On January ~~reconciliation~~16, ~~below~~2024, ~~presents~~ the ~~difference~~Company ~~between~~received ~~the~~capital ~~income~~contributions ~~tax~~from ~~rate~~a ~~computed~~related byparty ~~applying~~in the ~~U.S.~~amount ~~federal~~of ~~statutory rate and the effective tax rate for the years ended December 31~~$1, ~~2023 and 2022~~000.

	December 31, 2023			December 31, 2022
U. S. federal statutory tax rate		(21.0	)%		(21.0	)%
Change in valuation allowance		21.0	%		21.0	%
Effective tax rate		0.0	%		0.0	%

On February 28, 2024, the Company’s Board of Directors approved the issuance of 1,000,000 shares of common stock with a fair value of $15,000 to its Chief Executive Officer as a bonus.

AtOn February ~~December 31~~28, ~~2023 and 2022~~2024, the Company’s ~~has~~Board ~~available~~of ~~net~~Directors ~~operating~~approved ~~loss~~the ~~carryforwards~~issuance ~~for~~of ~~U.S.~~1,000,000 ~~federal~~shares ~~corporate~~of ~~income~~common ~~tax~~stock ~~purposes~~with ofa ~~approximately~~fair ~~$415,000~~value of ~~and~~ $~~295~~15,000, ~~respectively.~~to ~~U.S.~~its ~~federal~~Interim ~~net~~Chief ~~operating~~Financial ~~losses,~~Officer ifas ~~not~~a ~~utilized earlier, expire through 2041~~bonus.

10On May 8, 2024, the Company sold 21,740 shares of common stock at a price of $0.23 ~~Commitments~~per ~~and~~share ~~Contingencies~~for cash proceeds of $5,000.

~~Legal~~On May ~~Matters~~17, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to one of its directors as compensation.

The Company leased its retail store in Atlanta, Georgia under a five-year lease executed on January 24, 2019. The monthly cash payment for this operating lease was approximately $2,000 per month, with the lease term ending on December 24, 2023. On June ~~August 14~~4, ~~2023~~2024, the ~~Landlord initiated a civil action against the~~ Company ~~and~~issued ~~Guarantors styled AP 1039 Grant St.~~1,000,000 ~~LLC~~shares v.of ~~Inno~~common ~~Medicinals~~stock ~~LLC,~~with a~~/k/a~~ ~~InnoMedicals~~fair ~~Atlanta~~value ~~CBD, Inc., Xavier Carter, and Floretta Gogo, State Court~~ of ~~DeKalb County~~$230,000 ~~Georgia, Case No. 23A03681 for failing~~ to ~~pay~~its ~~amounts~~Chief ~~owed~~Executive ~~under~~Officer ~~the~~as ~~lease. The Company and Guarantors filed counterclaims against the Landlord~~ compensation for ~~breach~~ongoing ~~of fiduciary duties, breach of contract, and attorney’s fees~~services.

On June ~~October 18~~4, ~~2023~~2024, the Company ~~entered~~issued ~~into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord~~1, ~~under which the Company surrendered the leased premises~~000,000 ~~and~~shares ~~settled all outstanding obligations and debts. According to the terms~~ of ~~the~~common ~~Settlement~~stock ~~Agreement,~~with ~~the~~a ~~Company~~fair ~~forfeited~~value ~~all deposits, totaling $9,084, and settled the outstanding balance~~ of $47230,~~511, of past due rent and other charges, for $18,~~000, to beits ~~paid~~Interim inChief ~~monthly~~Financial ~~installments~~Officer as ofcompensation ~~$1,500~~ for 12ongoing ~~months~~services. The Company recorded a settlement payable in the amount of $15,001 on its balance sheet at December 31, 2023, and recorded a gain on settlement in the amount of $18,968 during the year ended December 31, 2023.

~~11.~~On June ~~Subsequent~~30, ~~Events~~2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to its Corporate Secretary as compensation for ongoing services.

~~The~~On June ~~Company~~30, ~~has~~2024, ~~evaluated~~the ~~events~~Company ~~occurring~~issued ~~subsequent~~500,000 toshares ~~December~~of ~~31,~~common ~~2023~~stock ~~through~~with ~~the~~a ~~date~~fair ~~these~~value ~~financial~~of ~~statements~~$115,000 ~~were~~to ~~issued~~one ~~and~~of ~~noted~~its nodirectors ~~items~~as ~~requiring disclosure~~compensation.

~~F-15~~On June 30, 2024, the Company issued 400,000 shares of common stock with a fair value of $115,000 for services.

~~Table~~On June 30, 2024, the Company cancelled 4,750,000 shares of ~~Contents~~common stock which were held by service providers. These service providers returned these shares to the Company as the services were not performed. The Company recorded the cancellation of these shares at their par value and charged the amount of $475 to additional paid-in capital.

~~Item~~On July 9.31, ~~Changes~~2024, inthe ~~and~~Company ~~Disagreements~~sold ~~With~~10,000 ~~Accountants~~shares onof ~~Accounting~~common ~~and~~stock ~~Financial~~at ~~Disclosure~~a price of $0.23 per share for cash proceeds of $2,300.

~~Not~~On November ~~Applicable~~14, 2024, the Company sold 100,000 shares of common stock at a price of $0.05 per share for cash proceeds of $5,000.

~~Item~~On December 9A27, 2024, the Company sold 8,333 shares of common stock at a price of $0.12 ~~Controls~~per ~~and~~share ~~Procedures~~for cash proceeds of $1,000.

~~Management’s Annual Report on Internal Control Over Financial Reporting~~F-14

~~Management~~Table does not expect that its internal controls over financial reporting will prevent all errors and all fraud. Control systems, no matter how well-conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include those judgments in decision-making can be faulty and that breakdowns can occur because of simple errors or mistakes.Contents

~~Additionally,~~Equity transactions ~~controls~~during ~~can be circumvented by~~ the ~~individual~~year ~~acts~~ended ofDecember ~~some persons~~31, by collusion of two or more people, or by management override of the control. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.2023:

~~Evaluation~~On February 16, 2023, the Company sold 333,334 shares of ~~Disclosure~~common ~~Controls~~stock ~~and~~in ~~Procedures~~a private placement for gross proceeds of $10,000.

~~Our~~On February ~~disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded~~9, ~~processed~~2023, ~~summarized~~February ~~and reported within the time periods specified in the rules and forms of the SEC. Ms. Floretta Gogo~~17, ~~our Chief Executive Officer~~2023, and ~~Mr.~~March ~~Xavier Carter~~9, ~~our Interim Chief Financial Officer~~2023, ~~have reviewed~~ the ~~effectiveness~~Company ofreceived ~~our~~capital ~~“disclosure~~contributions ~~controls~~from ~~and~~a ~~procedures”~~related ~~(as~~party ~~defined~~ in the ~~Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as~~ amounts of the end of the period covered by this Annual Report on Form 10-K and have concluded that our disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded$1, ~~processed~~797, ~~summarized~~$3,705 and ~~reported~~$5,000, ~~in a timely manner~~respectively.

~~Changes~~On April 27, 2023, the Company issued 914,286 shares of common stock to a related party for cash proceeds in ~~Internal~~the ~~Controls~~amount ~~over~~of ~~Financial~~$20,000 ~~Reporting~~($0.022 per share).

~~There~~On May ~~have~~10, ~~been~~2023, ~~no changes in~~ the Company's ~~internal~~sold ~~control~~1,066,666 ~~over~~shares ~~financial~~of ~~reporting~~common ~~during~~stock ~~the~~at ~~period~~a ~~covered~~price byof ~~this~~$0.015 ~~report~~per ~~that~~share ~~have~~for ~~materially~~cash ~~affected~~proceeds of $16,000 orto ~~are~~each ~~reasonably~~of two ~~likely~~investors to(a ~~materially~~total ~~affect~~of 2,133,332 ~~the~~shares ~~Company’s~~of ~~internal~~common ~~control~~stock ~~over~~for ~~financial~~aggregate ~~reporting~~cash proceeds of $32,000).

~~Item~~On October 9B7, 2023, the Company sold 416,933 shares of common stock at a price of $0.015 ~~Other~~per ~~Information~~share for cash proceeds of $6,254.

~~None~~On October 10, 2023, the Company sold 416,933 shares of common stock at a price of $0.015 per share for cash proceeds of $6,254.

~~Item~~On November 9C10, 2023, the Company sold 168,666 shares of common stock at a price of $0.015 ~~Disclosure~~per ~~Regarding~~share ~~Foreign~~for ~~Jurisdictions~~cash ~~that~~proceeds ~~Prevent~~of ~~Inspections~~$2,500.

~~Not~~On December ~~Applicable~~28, 2023, the Company sold 967,333 shares of common stock at a price of $0.015 per share for cash proceeds of $14,510.

2610. Income Taxes

~~Table~~Deferred income taxes reflect the net tax effects of ~~Contents~~temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets as of December 31, 2024 and 2023 are summarized below.

PART III

	December 31, 2024			December 31, 2023
Net operating loss carryforwards	$	1,715,000		$	415,000
		1,715,000			415,000
Valuation allowance		(1,715,000	)		(415,000	)
Net deferred tax assets	$	-		$	-

~~Item~~In assessing 10the potential realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. ~~Directors~~The ultimate realization of deferred tax assets is dependent upon the Company attaining future taxable income during the periods in which those temporary differences become deductible. As of December 31, ~~Executive~~2023 ~~Officers~~and 2022, management was unable to determine if it is more likely than not that the Company’s deferred tax assets will be realized and ~~Corporate~~has ~~Governance~~therefore recorded an appropriate valuation allowance against deferred tax assets at such dates.

~~Directors~~No U.S. federal tax provision has been provided for the Company for the years ended December 31, 2024 and ~~Executive~~2023 ~~Officers~~due to the losses incurred during the periods.

The reconciliation ~~following~~below ~~table~~presents ~~sets~~the ~~forth~~difference between the ~~names~~income ~~and~~tax ~~ages~~rate ofcomputed ~~the~~by ~~members~~applying ofthe ~~our~~U.S. ~~Board~~federal ofstatutory ~~Directors~~rate and ~~our~~the effective ~~executive~~tax ~~oﬃcers~~rate ~~and~~for the ~~positions~~years ~~held~~ended byDecember ~~each~~31, 2024 and 2023.

Name	Age		Position	Director Since
	December 31, 2024			December 31, 2023
Floretta Gogo	59		Chief Executive Officer, Director	2021
U. S. federal statutory tax rate		(21.0	)%		(21.0	)%
Xavier Carter	62		Chief Operating Officer, Interim Chief Financial Officer, Director	2021
Change in valuation allowance		21.0	%		21.0	%
Valarie Grant	35		Corporate Secretary	2021
Effective tax rate		0.0	%		0.0	%
Jamie Brown	41		Director	2021
Harold Woolfork	62		Director	2021

~~Floretta~~At December ~~Gogo~~31, 2024 and 2023, the Company has available net operating loss carryforwards for U.S. federal corporate income tax purposes of approximately $1,715,000 and $415,000, respectively. U.S. federal net operating losses, if not utilized earlier, expire through 2041.

Floretta Gogo, 59 years of age, is the Chief Executive Officer of The Cannaisseur Group since its inception in December 2020. From 2018 to 2020 she was the Chief Executive Officer of Atlanta CBD, LLC. From 2013 to 2017 Ms. Gogo worked for Allnex USA, Inc. as a Corporate Tax and Finance Accountant. Her duties ranged from tax planning and compliance with federal, local, payroll and other applicable taxes to registering and maintaining all federal and state business licensing and annual reporting. With over 35 years of financial and managerial experience, Ms. Gogo currently serves as Chairman and CEO to the Cannaisseur Group providing the Company with strategic financial planning direction.F-15

~~Early~~Table inof her career, she gained experience as a Cost Accountant/Accounting Manager with several companies. As a cost manager, Ms. Gogo’s duties ranged from preparing monthly financial statements to implementing cost standards from raw materials to finished products. As an Accounting Manager, Ms. Gogo’s experience transitioned into a managerial role as she managed, disciplined, and directed the Accounting, Customer Service, Human Resources and Shipping Departments. Ms. Gogo graduated with an accounting degree from Mercer University in Atlanta in 1986.Contents

~~Xavier~~11. Segment ~~Carter~~Information

~~Xavier Carter, 62 years of age, is the Chief Operations Officer of~~ The Company ~~Cannaisseur~~operates ~~Group since its inception~~ in ~~December~~one ~~2020~~reportable ~~and~~segment: ~~its~~CBD ~~Interim~~hemp ~~Chief~~products ~~Financial~~for ~~Officer since April 24, 2023~~retail. ~~Mr.~~Through ~~Carter~~its ~~graduated~~majority ~~from~~owned ~~the~~subsidiary, Atlanta ~~College of Arts (now Savanah College of Arts) in 1992 with a major in Video and Computer graphics. From 1977 – 1986~~CBD, hethe ~~acquired~~Company offers a ~~wealth~~variety of ~~knowledge~~CBD ~~working~~wellness inproducts ~~the~~for ~~food~~sale ~~and~~directly ~~beverage~~to ~~and~~customers ~~shipping~~via ~~industries.~~its ~~In 1995, Mr~~website. ~~Carter~~The ~~established~~Company ~~IEC~~has ~~Enterprises,~~determined ~~a video and graphics support company~~ that ~~focuses~~it onoperates in ~~tradeshows~~one ~~and~~reportable ~~has~~segment, ~~been~~because ~~self-employed until he began working for~~ the ~~Company~~chief inoperating ~~December~~decision ~~2020.~~maker He(“CODM”) ~~has~~reviews ~~worked~~financial ~~with~~information ~~many~~for ~~Fortune~~our ~~500~~entire consolidated ~~companies~~operations ~~presenting~~when ~~ideas~~making ~~and~~decisions ~~concepts~~related ~~ranging from customer care~~ to ~~product~~assessing ~~marketing.~~operating ~~Major clients include D&J Electronics, PRG, Video equipment Rentals, and Fuse Technologies~~performance. ~~With over thirty years of customer service and management experience Carter understands the importance of customer service and superior products.~~

~~Valarie~~The accounting ~~Grant~~policies of the single segment are the same as those described in the summary of significant accounting policies. The Company’s CODM includes the chief executive officer and chief financial officer. The CODM assesses performance for the single segment based on gross profit, net income (loss) and significant expenses, as shown below. The measure of segment assets is reported on the balance sheet as total consolidated assets.

~~Valarie Grant, 35 years of age, is the Corporate Secretary for~~ The Company’s ~~Cannaisseur~~CODM ~~Group~~decides ~~since~~how ~~its~~to ~~inception~~allocate inresources ~~December~~based ~~2020.~~on ~~She~~gross ~~earned~~profit, ~~her~~net ~~degree~~income in(loss) ~~Business Management~~ and asignificant ~~certificate in Business Technology~~expenses, ~~specializing~~comparing inbudgeted amounts ~~Office~~to ~~Administration~~actual ~~from Houston Community College in 2019~~expenses. ~~Ms.~~Gross ~~Grant~~profit is ~~equipped~~used ~~with over 10 years of administrative, financial, business support, and management experience reporting~~ to ~~senior~~determine ~~management~~the ~~executives.~~most ~~From~~profitable ~~2009 to 2011~~products, ~~she worked for M Green, Inc.,~~ and ~~managed~~which ~~the~~products ~~office administration and customer service for~~ the company’s ~~three~~will ~~(3)~~make available ~~Houston~~for ~~locations.~~sale ~~From 2011~~ to ~~2012 Ms~~customers. ~~Grant~~Significant ~~began~~expenses ~~working with iVoice Ideas, Inc. where she provided general administrative,~~ and ~~record-keeping~~net ~~support~~loss ~~for~~are ~~the~~used ~~CEO~~to ~~and~~determine ~~executive~~resource ~~team~~allocation ~~and supported the company’s public filings of legal and accounting documents~~ for ~~the~~maintaining ~~Securities~~ operations and ~~Exchange~~fostering ~~Commission~~progress. ~~In addition, she assisted in writing, planning, and coordinating press releases and website tracking.~~

From 2012 through 2018, Ms. Grant worked for Brazil Property International (“BPI”) providing personal administrative and business support to the Managing Director of BPI in addition to administrative support to the other members of the executive management team, including the Finance Officer and the Lead Construction Officer. Ms. Grant served as Corporate Secretary and Director at 4G Enterprises and Bensata Corporation, responsible for compliance, registrations, and document management on behalf of the Corporation. Finally, she is also a registered Notary Public in the State of Texas.

	Year Ended
	December 31,
	2024			2023

Revenue, net of discounts	$	700		$	53,130
Cost of revenue		4,275			26,976
Gross profit		(3,575	)		26,154

Operating expenses:
Professional fees		123,917			89,396
Payroll and related costs		84,165			22,911
Rent expense		-			53,637
Office related expenses		4,813			16,878
Consulting services		5,950			14,441
Share-based compensation		1,042,034			-
Bank fees		1,541			4,347
Taxes		75			5,306
Advertising and marketing		40			1,139
Depreciation		-			3,822
Other		469			4,177
Total operating expenses		1,263,004			216,054

Other income (expense)
Gain on settlement		-			18,968
Interest expense		(6,427	)		(1,654	)
Total other income (expense)		(6,427	)		17,314

Net loss	$	(1,273,006	)	$	(172,586	)

Reconciliation of loss
Adjustments and reconciling items		-			-
Net loss	$	(1,273,006	)	$	(172,586	)

Other segment disclosures:
Segment assets	$	1,876		$	43,693

27F-16

Table of Contents

~~Jamie~~12. Commitments ~~Brown~~and Contingencies

Jamie Brown, 41 years old, currently serves as a board member of The Cannaisseur Group. Brown graduated with a Bachelor’s Degree in Business Marketing from North Carolina A&T in 2002. Brown worked at the Harlem Medical Hospital in New York City from 2005 – 2018 where he held various executive and management positions overseeing specialty fields such as Neurology, Oncology, Lupus, Renal, Gastroenterology, and Endocrinology. His close interactions with chiefs of specialty services and patient advocating for the patient population has been the driving force behind his passion to do clinical research and creating a more holistic approach to pain management and disease prevention.Legal Matters

~~Brown’s~~The Company ~~family~~leased ~~history~~its ofretail ~~cancer~~store ~~and~~in ~~diabetes~~Atlanta, ~~led~~Georgia ~~him~~under ~~towards~~a ~~his~~five-year ~~calling~~lease inexecuted on January 24, 2019. The monthly cash payment for this operating lease was approximately $2,000 per month, with the ~~healthcare~~lease ~~industry~~term ~~and~~ending ~~continues~~on ~~his~~December ~~focus~~24, ~~towards~~2023. ~~creating~~On ~~more~~August ~~effective~~14, ~~ways~~2023, tothe ~~help~~Landlord initiated ~~other~~a ~~families~~civil ~~who~~action ~~are~~against ~~suffering~~the ~~from~~Company ~~life~~and ~~impacting~~Guarantors ~~illnesses~~styled AP 1039 Grant St., InLLC ~~his~~v. ~~spare~~Inno ~~time~~Medicinals heLLC, ~~enjoys~~a/k/a ~~working~~InnoMedicals Atlanta ~~with~~CBD, ~~non-profits~~Inc., Xavier Carter, and ~~educating~~Floretta Gogo, State Court of DeKalb County, Georgia, Case No. 23A03681 for failing to pay amounts owed under the ~~younger~~lease. ~~generations~~The onCompany and Guarantors filed counterclaims against the ~~importance~~Landlord for breach of ~~living~~fiduciary aduties, ~~healthier~~breach of ~~lifestyle~~contract, and attorney’s fees.

~~Harold~~On October ~~Woolfork~~18, 2023, the Company entered into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord, under which the Company surrendered the leased premises, and settled all outstanding obligations and debts. According to the terms of the Settlement Agreement, the Company forfeited all deposits, totaling $9,084, and settled the outstanding balance of $47,511, of past due rent and other charges, for $18,000, to be paid in monthly installments of $1,500 for 12 months. The Company recorded a settlement payable in the amount of $15,001 on its balance sheet at December 31, 2023, and recorded a gain on settlement in the amount of $18,968 during the year ended December 31, 2023.

~~Harold~~During the ~~Woolfolk,~~year 62ended ~~years~~December of31, ~~age~~2024, ~~currently~~the ~~serves~~Company asmade apayments ~~board member~~ of ~~The~~$5,500 on ~~Cannaisseur~~the ~~Group.~~rental ~~Woolfork is a 1982 graduate of The University of Michigan with a Degree in Kinesiology~~settlement. As aof ~~student/athlete,~~December ~~he starred as a two sport All-American~~31, in2024 ~~football~~ and ~~track & field. Following college~~2023, ~~he was drafted in~~ the ~~1st~~amount ~~Round~~due byunder ~~The New York Giants and spent~~ the ~~next~~settlement ~~8-years~~payable inwas ~~the NFL. After football~~$9, ~~he would hone his skills writing as a newspaper columnist, for 3-years, before leaving that post to embark on a career path in both the corporate sector~~ 501 and ~~as an entrepreneur. Woolfork established a construction company~~$15, ~~that would later be featured on CNN~~001, ~~building affordable housing in Houston’s blighted communities for low-income families~~respectively. ~~His company’s success led him to construct health clinics inside of Walmart Superstores, through a subcontractor agreement with Walmart Corporate, in Bentonville, Arkansas.~~

~~Woolfolk thrived in the exertion of entrepreneurship, where he built, managed and sold several businesses~~13. Subsequent In 2014, he developed, an alliance with a physician group, to construct and operate Kemah Palms Recovery Center, an upscale drug and alcohol addiction facility for high profile clients, where he served as a managing partner. Prior to that, he was President for 7-years, running a multimillion-dollar, toxicology drug testing business, in a SAMHSA certified Laboratory. Woolfork has served as a board member with his alma mater in the past and is currently a partner and board member of First Genesis Inc., an IT company that specializes in interoperability connection solutions in both the Oil & Gas and Healthcare Industries. Its proprietary Block Chain integration is used by several federal agencies. Woolfork maintains a diverse interest as a shareholder in several other businesses that he helped develop.Events

~~Deutsche~~On January ~~Cannabis~~23, ~~a CBD operation he founded~~2025, ~~now a company trading on~~ the ~~German~~Company ~~Exchange,~~paid ~~is the latest one of those businesses. “It’s not what you take, but what you leave behind that defines greatness,” is an anonymous quote that Woolfork lives by after 38 years of success~~ in ~~both~~full the ~~sports~~short-term ~~and~~loan ~~business~~due ~~arena. He lists his passions as writing, playing with his grandchildren, golf and giving back~~ to ~~the~~its ~~community.~~Chief HeFinancial ~~contributes to several not-for-profits, of which his favorite is delivering meals to homebound seniors~~Officer. ~~Woolfolk~~The ~~has~~loan ~~learned~~was ~~immensely~~repaid ~~from~~within the ~~competitive nature of business and sports~~90-day term, ~~which he believes has shadowed his life~~ and ~~shaped~~no ~~who~~interest hewas ~~is from the playing field to the boardroom~~accrued.

~~Family~~In January ~~Relationships~~2025, the Company sold 642,857 shares of common stock at a price of $0.14 per share for cash proceeds of $90,000.

~~There~~On February ~~are~~4, no2025, familial relationships among any of our oﬃcers or directors. None of our directors or oﬃcers is a director in any other reporting companies except as disclosed. The Company is not aware of any proceedings to which any of the Company‚ ~~oﬃcers~~issued ~~or directors~~2,000,000 orshares ~~any associate~~ of ~~any~~common ~~such~~stock ~~oﬃcer~~with ~~or director, is~~ a ~~party~~fair ~~adverse~~value ~~to the Company or any~~ of ~~the~~$280,000 ~~Company~~to ~~subsidiaries~~its orChief ~~has~~Executive aOfficer ~~material~~as compensation ~~interest~~for ~~adverse~~ongoing ~~to it or any of its subsidiaries~~services.

~~Significant~~On February ~~Employees~~4, 2025, the Company issued 2,000,000 shares of common stock with a fair value of $280,000 to its Chief Financial Officer as compensation for ongoing services.

WeOn February ~~have~~4, no2025, ~~significant~~the ~~employees~~Company issued 1,000,000 shares of common stock with a fair value of $140,000 to its Corporate Secretary as compensation for ongoing services.

28F-17

Table of Contents

~~Involvement~~Item 9. Changes in ~~Certain~~and ~~Legal~~Disagreements ~~Proceedings~~With Accountants on Accounting and Financial Disclosure

During the past 10 years, none of our current directors, nominees for directors or current executive officers has been involved in any legal proceeding identified in Item 401(f) of Regulation S-K, including:Not Applicable.

1Item 9A. ~~Any~~Controls ~~petition~~and under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;Procedures

2.Conclusion Regarding ~~Any~~the ~~conviction~~Effectiveness ~~in a criminal proceeding or being named a subject~~ of aDisclosure ~~pending~~Controls ~~criminal proceeding (excluding traffic violations~~ and ~~other minor offenses);~~Procedures

3.We maintain ~~Being~~a ~~subject~~set of disclosure controls and procedures designed to ~~any~~ensure ~~order~~that information required to be disclosed by us in the reports filed under the Securities Exchange Act, ~~judgment~~is recorded, orprocessed, ~~decree~~summarized and reported within the time periods specified by the Commission’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, ~~not~~including ~~subsequently~~our ~~reversed~~chief executive officer and principal financial officer, ~~suspended~~as orappropriate, ~~vacated~~to allow timely decisions regarding required disclosure. We evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) as of ~~any~~the ~~court~~end of ~~competent~~the ~~jurisdiction,~~period ~~permanently~~covered orby ~~temporarily~~this ~~enjoining~~report. ~~him~~As ora ~~her~~result ~~from~~of this evaluation, ormanagement concluded ~~otherwise~~that ~~limiting~~our disclosure controls and procedures were not effective as of December 31, 2024 for the ~~following~~same ~~activities:~~reasons that our internal control over financial reporting was not effective.

i.Management’s Annual ~~Acting~~Report ason aInternal ~~futures~~Control ~~commission~~Over ~~merchant,~~Financial introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;Reporting

iiManagement does not expect that its internal controls over financial reporting will prevent all errors and all fraud. ~~Engaging~~Control systems, no matter how well-conceived and managed, can provide only reasonable assurance that the objectives of the control system are met. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, ~~type~~within the Company have been detected. These inherent limitations include those judgments in decision-making can be faulty and that breakdowns can occur because of ~~business~~simple ~~practice;~~errors or mistakes.

~~iii~~Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control. ~~Engaging~~The indesign of any ~~activity~~system of controls also is based in ~~connection~~part ~~with~~upon ~~the~~certain ~~purchase~~assumptions orabout ~~sale~~the likelihood of future events, and there can be no assurance that any ~~security~~design orwill ~~commodity~~succeed orin achieving its stated goals under all potential future conditions; over time, control may become inadequate because of changes in ~~connection~~conditions, ~~with~~or ~~any~~the ~~violation~~degree of ~~Federal~~compliance with the policies or ~~State~~procedures ~~securities~~may deteriorate. ~~laws~~Because of the inherent limitations in a cost-effective control system, misstatements due to error or ~~Federal~~fraud ~~commodities~~may ~~laws;~~occur and not be detected.

~~4. Being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,~~ Evaluation of ~~any~~Disclosure ~~Federal~~Controls orand State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with persons engaged in any such activity;Procedures

5.Our disclosure ~~Being~~controls ~~found~~and byprocedures aare ~~court~~designed ofto ~~competent~~ensure ~~jurisdiction~~that information required to be disclosed in areports ~~civil~~that ~~action~~we file or bysubmit under the ~~SEC~~Exchange toAct ~~have~~is ~~violated~~recorded, ~~any~~processed, ~~Federal~~summarized orand ~~State~~reported ~~securities~~within ~~law~~the time periods specified in the rules and forms of the SEC. Ms. Floretta Gogo, our Chief Executive Officer, and Mr. Xavier Carter, our Chief Financial Officer, have reviewed the ~~judgment~~effectiveness of our “disclosure controls and procedures” (as defined in ~~such~~the ~~civil~~Exchange ~~action~~Act orRules ~~finding~~13(a)-15(e) byand 15(d)-15(e)) as of the end ~~Commission~~of ~~has~~the period covered by this Annual Report on Form 10-K and have concluded that our disclosure controls and procedures are not ~~been~~effective to ~~subsequently~~ensure ~~reversed~~that material information relating to the Company is recorded, ~~suspended~~processed, orsummarized, ~~vacated;~~and reported in a timely manner.

~~6. Being found by a court of competent jurisdiction~~ Changes in aInternal ~~civil~~Controls ~~action~~over orFinancial by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;Reporting

7.There have ~~Being~~been ~~subject~~no ~~to,~~changes orin athe ~~party~~Company’s ~~to,~~internal ~~any~~control ~~Federal~~over orfinancial ~~State~~reporting ~~judicial~~during orthe ~~administrative~~period ~~order,~~covered ~~judgment,~~by ~~decree,~~this orreport ~~finding~~that have materially affected, ~~not~~or ~~subsequently~~are ~~reversed,~~reasonably ~~suspended~~likely orto ~~vacated~~materially affect, ~~relating~~the toCompany’s aninternal ~~alleged~~control ~~violation~~over ~~of:~~financial reporting.

iItem 9B. ~~Any~~Other ~~Federal or State securities or commodities law or regulation; or~~Information

iiNone. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

~~iii~~Item 9C. ~~Any~~Disclosure ~~law~~Regarding orForeign ~~regulation~~Jurisdictions ~~prohibiting~~that ~~mail~~Prevent ~~or wire fraud or fraud in connection with any business entity; or~~Inspections

8Not Applicable. Being subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

2926

Table of Contents

~~Audit Committee~~PART III

~~We do not have a separately designated standing audit committee~~Item 10. ~~The entire board of directors performs the functions of an audit committee~~Directors, ~~but~~Executive noOfficers written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and ~~meets~~Corporate and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.Governance

~~We do not have an audit committee financial expert because of the size of our company~~ Directors and ~~our~~Executive ~~board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed.~~Officers

~~For~~The following ~~the~~table ~~fiscal~~sets ~~year~~forth ~~ending~~the ~~December~~names ~~31,~~and ~~2023,~~ages of the ~~board~~members of ~~directors:~~our Board of Directors and our executive officers and the positions held by each.

	1.	Reviewed and discussed the audited financial statements with management, and
Name		Age	Position	Director Since
	2.	Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.
Floretta Gogo		60	Chief Executive Officer, Director	2021
Xavier Carter		63	Chief Financial Officer, Director	2021
Jamie Brown		42	Chief Operating Officer, Director	2021
Valarie Grant		36	Corporate Secretary
Jordan Balencic, D.O.		38	Director	2024

Based upon the board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2023, to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.Floretta Gogo

~~Section~~Floretta Gogo, ~~16(~~60 years of age, has been the Chief Executive Officer of The Cannaisseur Group since its inception in December 2020. From 2018 to 2020 she was the Chief Executive Officer of Atlanta CBD, LLC. From 2013 to 2017 Ms. Gogo worked for Allnex USA, Inc. as a) ~~Beneficial~~Corporate Tax ~~Ownership~~and ~~Reporting~~Finance ~~Compliance~~Accountant. Her duties ranged from tax planning and compliance with federal, local, payroll and other applicable taxes to registering and maintaining all federal and state business licensing and annual reporting. With over 35 years of financial and managerial experience, Ms. Gogo currently serves as Chairman and CEO to the Cannaisseur Group providing the Company with strategic financial planning direction.

~~Section~~Early in ~~16(a)~~her ofcareer, ~~the~~she ~~Exchange~~gained ~~Act~~experience ~~requires~~as ~~our~~a ~~directors~~Cost ~~and~~Accountant/Accounting ~~executive~~Manager ~~officers~~with ~~and~~several ~~persons~~companies. ~~who~~As ~~beneficially own more than ten percent of~~ a ~~registered~~cost ~~class~~manager, ofMs. ~~the Company~~Gogo’s duties ~~equity~~ranged ~~securities~~from topreparing ~~file~~monthly ~~with~~financial ~~the~~statements ~~SEC~~to ~~initial~~implementing ~~reports~~cost ofstandards ~~ownership~~from ~~and~~raw ~~reports~~materials ofto ~~changes~~finished inproducts. ~~ownership~~As an ofAccounting ~~common stock and other equity securities of the Company. Officers~~Manager, ~~directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file~~Ms. ToGogo’s ~~the~~experience ~~best~~transitioned ofinto ~~our knowledge based solely on~~ a ~~review~~managerial ofrole ~~Forms~~as 3she managed, 4disciplined, and 5directed ~~(and~~the Accounting, ~~any~~Customer ~~amendments thereof) received by us~~Service, noHuman ~~persons~~Resources ~~have~~and ~~failed~~Shipping toDepartments. ~~file~~Ms. ~~the~~Gogo ~~identified~~graduated ~~reports~~with ~~required~~an byaccounting ~~Section~~degree ~~16(a)~~from ofMercer ~~the~~University in ~~Exchange~~Atlanta ~~Act~~in ~~during fiscal year ended December 31, 2023~~1986.

~~Code of Ethics~~Xavier Carter

AsXavier Carter, 63 years of age, has been the Chief Operations Officer of The Cannaisseur Group since its inception in December 312020 and its Interim Chief Financial Officer since April 24, 2023,. weMr. ~~had~~Carter ~~not~~graduated ~~adopted~~from the Atlanta College of Arts (now Savanah College of Arts) in 1992 with a ~~Code~~major in Video and Computer graphics. From 1977 – 1986, he acquired a wealth of ~~Ethics~~knowledge working in the food and beverage and shipping industries. WeIn ~~feel~~1995, Mr. Carter established IEC Enterprises, a video and graphics support company that focuses on tradeshows and has been self-employed until he began working for the ~~small~~Company ~~size~~in December 2020. He has worked with many Fortune 500 companies presenting ideas and concepts ranging from customer care to product marketing. Major clients include PRG and Fuse Technologies. With over thirty years of ~~our~~customer ~~board~~service and management ~~did~~experience ~~not~~Carter ~~warrant~~understands the ~~adoption~~importance of acustomer ~~Code~~service ofand ~~Ethics~~superior products.

30Jamie Brown

~~Table~~Jamie Brown, 42 years of ~~Contents~~age, currently serves as a board member of The Cannaisseur Group. Mr. Brown graduated with a Bachelor’s Degree in Business Marketing from North Carolina A&T in 2002. Mr. Brown worked at the Harlem Medical Hospital in New York City from 2005 – 2018 where he held various executive and management positions overseeing specialty fields such as Neurology, Oncology, Lupus, Renal, Gastroenterology, and Endocrinology. His close interactions with chiefs of specialty services and patient advocating for the patient population has been the driving force behind his passion to do clinical research and creating a more holistic approach to pain management and disease prevention.

~~Item~~Mr. Brown’s 11family history of cancer and diabetes led him towards his calling in the healthcare industry and continues his focus towards creating more effective ways to help other families who are suffering from life impacting illnesses. ~~Executive~~In ~~Compensation~~his spare time, he enjoys working with non-profits and educating the younger generations on the importance of living a healthier lifestyle.

The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our chief executive oﬃcer for services rendered in all capacities for the periods set forth below.27

~~Summary~~Table ~~Compensation~~of ~~Table~~Contents

Name and Principal Position	Year	Bonus		Stock Option Awards		Non-Equity Incentive Plan Compensation		Deferred Compensation Earnings		All Other Compensation		Total
Floretta Gogo,	2023		-		-		-		-	$	2,083	$	2,083
Chief Executive Officer	2022		-		-		-		-	$	2,343	$	2,343
Xavier Carter,	2023		-		-		-		-	$	8,147	$	8,147
Chief Financial Officer	2022		-		-		-		-	$	390	$	390
Steven Plumb	2022		-		-		-		-		-		-

Valarie Grant

~~Employment~~Valarie Grant, ~~Agreements~~36 years of age, has been the Corporate Secretary for The Cannaisseur Group since its inception in December 2020. She earned her degree in Business Management and a certificate in Business Technology, specializing in Office Administration from Houston Community College in 2019. Ms. Grant is equipped with over 10 years of administrative, financial, business support, and management experience reporting to senior management executives. From 2009 to 2011, she worked for M Green, Inc., and managed the office administration and customer service for the company’s three (3) Houston locations. From 2011 to 2012 Ms. Grant began working with iVoice Ideas, Inc. where she provided general administrative, and record-keeping support for the CEO and executive team and supported the company’s public filings of legal and accounting documents for the Securities and Exchange Commission. In addition, she assisted in writing, planning, and coordinating press releases and website tracking.

~~The~~From 2012 ~~Company~~through ~~does~~2018, ~~not~~Ms. ~~yet~~Grant ~~have~~worked ~~any~~for ~~employment~~Brazil ~~agreements~~Property ~~with~~International ~~any~~(“BPI”) ofproviding ~~our~~personal ~~officers~~administrative and ~~directors,~~business support ~~all~~to the Managing Director of ~~whom~~BPI ~~have~~in ~~performed~~addition ~~services~~to onadministrative ~~our~~support ~~behalf~~to ~~for~~the noother ~~compensation,~~members ~~including~~of ~~Floretta~~the ~~Gogo,~~executive ~~CEO~~management team, including ~~Xavier~~the ~~Carter,~~Finance ~~COO~~Officer and ~~Interim~~the ~~CFO~~Lead Construction Officer. Ms. Grant served as Corporate Secretary and Director at 4G Enterprises and Bensata Corporation, ~~since~~responsible ~~April~~for 24compliance, ~~2023~~registrations, and ~~Steven~~document ~~Plumb,~~management ~~CFO~~on ~~through~~behalf ~~March~~of 16the Corporation. Finally, ~~2023~~she is also a registered Notary Public in the State of Texas.

~~Compensation~~Jordan Balencic, ~~of Directors~~D.O.

~~Our~~Dr. Jordan ~~board~~Balencic, ofage ~~directors~~38, ~~has~~is ~~not~~a ~~received~~physician ~~any~~entrepreneur ~~compensation~~with a passion for merging his clinical and business knowledge to ~~date~~improve human health. With over a decade of entrepreneurial experience in health and wellness, he excels in product commercialization, R&D, business development, capital raising, and corporate governance.

~~Compensation~~Dr. Balencic ~~Committee~~has ~~Interlocks~~served as the Service Chief of a VA Community Clinic (VACC) and ~~Insider~~Medical ~~Participation~~Director for Home Based Primary Care (HBPC) at the U.S. Department of Veterans Affairs since October 2016. Since August 2017, he has been CEO of BrainPower Capital, Inc., Lancaster, PA a health and wellness commercialization consultancy that has provided strategic guidance to several startups and public microcap companies since 2017 Since August 2019, he has been CEO / Co-Founder of ERApeutics, LLC d/b/a EVERMIND, Lancaster, PA, a physician-led organization dedicated to commercializing evidence-based, functional food and beverage products for cognitive health.

~~The Company does not have a compensation committee at this time; however, the Company intends to establish a compensation committee in the near future.~~Family Relationships

~~Compensation~~There are ~~Committee~~no ~~Report~~familial relationships among any of our officers or directors. None of our directors or officers is a director in any other reporting companies except as disclosed. The Company is not aware of any proceedings to which any of the Company‚ officers or directors, or any associate of any such officer or director, is a party adverse to the Company or any of the Company subsidiaries or has a material interest adverse to it or any of its subsidiaries.

~~The Company does not have a compensation committee, and therefore no compensation committee report.~~Significant Employees

~~Item~~We have ~~12.~~no ~~Security~~significant ~~Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters~~employees.

The following table sets forth certain information as of March 27, 2024 with respect to the beneficial ownership of our common stock by the following: (i) each stockholder known to be the beneficial owner of ﬁve percent (5%) or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within sixty (60) days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.28

31Table of Contents

~~Table~~Involvement in ofCertain ~~Contents~~Legal Proceedings

~~For purposes of computing~~ During the ~~percentage~~past of10 ~~outstanding~~years, ~~shares~~none of our ~~common~~current ~~stock~~directors, ~~held~~nominees byfor ~~each~~directors ~~person~~ or ~~group~~current ofexecutive ~~persons~~officers ~~named~~has ~~above,~~been ~~any~~involved ~~shares~~in ~~that~~any ~~such~~legal proceeding ~~person~~identified orin ~~persons~~Item ~~has the right to acquire within sixty~~ 401(60f) ~~days~~ of ~~the~~Regulation ~~date~~S-K, of this report is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.including:

Name and Address	Number of Shares Beneficially Owned		Percent of Class
Officers and Directors
Floretta Gogo – CEO, Director		6,800,000		15.46	%
Xavier Carter – COO, Interim CFO, Director		6,800,000		15.46	%
Jamie Brown – Director		1,000,000		2.27	%
Keijiro Varela – Previous Director (4)		1,000,000		2.27	%
Valarie Grant – Corporate Secretary		1,000,000		2.27	%
Harold Woolfolk – Director		500,000		1.14	%
Total Officers and Directors (5 individuals)		17,100,000		38.87	%
Greater than 5% Share Shareholders
Real Estate Investment Holdings, LLC (2) 1039 Grant St Se Ste B24, Atlanta, GA 30315		8,052,265		18.30	%
Ridolfo Brown 14519 Running Arabian Lane, Houston, TX 77044		3,419,885		7.77	%
The National Legacy Foundation (3) Address		2,666,667		5.71	%
Friction & Heat LLC 106 Glenwood Drive South, Liverpool, NY 13090		2,500,000		5.68	%
Hollis Capital Services LLC 6080 Holly Park Lane, Mableton, GA 30126		2,500,000		5.68	%
The Cheeks Agency 85 Conifer Circle, Augusta, GA 30909		2,452,265		5.57	%

1. Any petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he or she was a general partner at or within two years before the time of such filing, or any corporation or business association of which he or she was an executive officer at or within two years before the time of such filing;

	(1)	All officer and director addresses are c/o the Company at 650 Ponce De Leon Ave., Suite 300 #2334, Atlanta, GA 30308.
	(2)	Real Estate Investment Holdings, LLC beneficially owns 800,000 of these shares indirectly through Eddie R. Cheeks, M.D., P.C., and 2,452,265 through the Cheeks Agency, Inc., each with whom it shares investment control.
	(3)	Consists of 2,666,667 shares underlying a note payable convertible at $0.015 per share.
	(4)	Mr. Varela resigned his position as Director in February 2024.

2. Any conviction in a criminal proceeding or being named a subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

323. Being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:

~~Table~~i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of ~~Contents~~any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

~~Item 13~~ii. Engaging ~~Certain~~in ~~Relationships~~any ~~and~~type ~~Related~~of ~~Transactions,~~business ~~and~~practice; ~~Director Independence~~or

~~Other~~iii. Engaging ~~than described below or the transactions described under the heading “Executive Compensation” (or with respect to which such information is omitted~~ in ~~accordance with SEC regulations), there have not been, and there is not currently proposed,~~ any ~~transaction~~activity ~~or series of similar transactions to which we were or will be a participant~~ in ~~which~~connection ~~the~~with ~~amount involved exceeded or will exceed~~ the ~~lesser~~purchase ~~of $120,000~~ or ~~one~~sale ~~percent~~ of ~~the average of our total assets at year- end for the last two completed fiscal years, and in which~~ any ~~director,~~security ~~executive~~or ~~officer,~~commodity ~~holder of 5%~~ or ~~more~~in ofconnection ~~any~~with ~~class of our capital stock or~~ any ~~member~~violation of Federal ~~the immediate family of any of the foregoing persons had~~ or ~~will~~State ~~have~~securities alaws ~~direct~~ or ~~indirect~~Federal ~~material~~commodities ~~interest.~~laws;

~~Review~~4. Being subject to any order, ~~Approval~~judgment or ~~Ratification~~decree, not subsequently reversed, suspended or vacated, of ~~Transactions~~any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any type of business regulated by the Commodity Futures Trading Commission, securities, investment, insurance or banking activities, or to be associated with ~~Related~~persons ~~Parties~~engaged in any such activity;

We5. Being ~~have~~found ~~adopted~~by a ~~related-party~~court ~~transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners~~ of ~~more~~competent ~~than~~jurisdiction 5%in ~~of any class of our Common Stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into~~ a ~~related-party~~civil ~~transaction~~action ~~with us without the consent of our Board of Directors. If the related party is,~~ or ~~is associated with, a member of our Board, the transaction must be reviewed and approved~~ by ~~our Board, with~~ the ~~interested~~SEC ~~party recused from the decision. Any request for us~~ to ~~enter into a transaction with a related party in which the amount involved exceeds $120,000 and such party would~~ have aviolated ~~direct~~any Federal or ~~indirect~~State ~~interest~~securities ~~must first be presented to our Board for review~~law, ~~consideration~~ and ~~approval. If advance approval of a related-party transaction was not feasible or was not obtained,~~ the ~~related-party~~judgment ~~transaction~~in ~~must~~such becivil ~~submitted~~action ~~to the Board as soon as reasonably practicable, at which time the Board shall consider whether to ratify and continue, amend and ratify,~~ or ~~terminate~~finding orby ~~rescind such related-party transaction. All of~~ the ~~transactions~~Commission ~~described~~has ~~above~~not ~~were~~been ~~reviewed~~subsequently ~~and considered by~~reversed, ~~and were entered into with the approval of~~suspended, or ~~ratification by, our Board of Directors.~~vacated;

~~During~~6. Being ~~the~~found ~~last~~by ~~two~~a ~~full~~court ~~fiscal~~of ~~years~~competent ~~and~~jurisdiction ~~the~~in ~~current~~a ~~fiscal~~civil ~~year~~action or ~~any~~by ~~currently~~the ~~proposed~~Commodity ~~transaction,~~Futures ~~there~~Trading ~~are~~Commission noto ~~transactions~~have ~~involving~~violated ~~the~~any Federal ~~issuer~~commodities law, inand ~~which~~ the ~~amount~~judgment ~~involved~~in ~~exceeds~~such ~~the~~civil ~~lesser~~action ~~of $120,000~~ or ~~one~~finding ~~percent~~by of the ~~average~~Commodity ofFutures ~~the~~Trading ~~issuer’s~~Commission ~~total~~has ~~assets~~not atbeen ~~year-end for its last three fiscal years~~subsequently reversed, ~~except~~suspended ~~compensation awarded to executives~~ or ~~as otherwise disclosed herein.~~vacated;

~~Disclosure~~7. Being ofsubject ~~Conflicts~~to, ofor ~~Interest~~a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

~~There~~i. Any ~~are~~Federal noor ~~conflicts~~State ofsecurities ~~interest~~or ~~between~~commodities ~~the~~law ~~Company~~or ~~and~~regulation; ~~any of its officers~~ or ~~directors.~~

~~Director~~ii. Any ~~Independence~~law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

Weiii. Any ~~are~~law ~~not~~or ~~currently~~regulation ~~subject~~prohibiting tomail ~~listing requirements of any national securities exchange~~ or ~~inter-dealer~~wire ~~quotation~~fraud system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” Although we have not adopted the independence standards any national securities exchange to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or ~~she~~fraud ~~is not an officer of the company and is,~~ in ~~the~~connection ~~view~~with ~~of our board of directors, free of~~ any ~~relationship~~business ~~that~~entity; would interfere with the exercise of independent judgment. Under this standard, our board of directors has determined that Mr. Robert Turner would meet this standard, and therefore, would be considered to be independent.or

~~Item~~8. Being 14subject to, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. ~~Principal~~78c(a)(26))), ~~Accountant~~any ~~Fees~~registered ~~and~~entity ~~Services~~(as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~M&K CPAs, PLLC (PCAOB ID: 2738) served as our independent auditors for the fiscal years ended December 31, 2023 and 2022.~~29

~~The~~Table ~~following~~of ~~table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:~~Contents

	December 31,		December 31,
	2023		2022
Audit fees	$	12,000	$	8,400
Tax fees		-		-
Review fees		14,500		-
Total fees paid or accrued to our principal accountant	$	26,500	$	8,400

Audit Committee

33We do not have a separately designated standing audit committee. The entire board of directors performs the functions of an audit committee, but no written charter governs the actions of the board of directors when performing the functions of that would generally be performed by an audit committee. The board of directors approves the selection of our independent accountants and meets and interacts with the independent accountants to discuss issues related to financial reporting. In addition, the board of directors reviews the scope and results of the audit with the independent accountants, reviews with management and the independent accountants our annual operating results, considers the adequacy of our internal accounting procedures and considers other auditing and accounting matters including fees to be paid to the independent auditor and the performance of the independent auditor.

~~Table~~We do not have an audit committee financial expert because of ~~Contents~~the size of our company and our board of directors at this time. We believe that we do not require an audit committee financial expert at this time because we retain outside consultants who possess these attributes as needed.

~~PART~~For the IVfiscal year ending December 31, 2024, the board of directors:

Item 15. Exhibit and Financial Statement Schedules

	1.	Reviewed and discussed the audited financial statements with management, and

	2.	Reviewed and discussed the written disclosures and the letter from our independent auditors on the matters relating to the auditor’s independence.

~~(a)~~Based upon ~~Financial~~the ~~Statements~~board of directors’ review and discussion of the matters above, the board of directors authorized inclusion of the audited financial statements for the year ended December 31, 2024, to be included in this Annual Report on Form 10-K and filed with the Securities and Exchange Commission.

~~Our~~Section 16(a) ~~financial~~Beneficial ~~statements~~Ownership asReporting ~~set forth in Item 8 commencing on page F-1 are hereby incorporated by reference.~~Compliance

Section 16(ba) ~~Exhibits~~of the Exchange Act requires our directors and executive officers and persons who beneficially own more than ten percent of a registered class of the Company’s equity securities to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other equity securities of the Company. Officers, directors and greater than ten percent beneficial shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. To the best of our knowledge based solely on a review of Forms 3, 4, and 5 (and any amendments thereof) received by us, no persons have failed to file the identified reports required by Section 16(a) of the Exchange Act during fiscal year ended December 31, 2024.

~~The following exhibits are filed as part~~ Code of ~~this Annual Report.~~Ethics

Exhibit Number	Exhibit Description	Filed Herewith
3.1*	Articles of Incorporation
3.2*	Amended Articles of Incorporation
3.5*	Bylaws
4.1*	Specimen Stock Certificate
10.1*	Purchase Agreement with Atlanta CBD, Inc.
10.2*	Agreement with Liberty Management, LLC
10.3*	Atlanta CBD Operating Agreement
10.4*	Conflict of Interest Agreement
10.5	Convertible Promissory Note	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	Pursuant to Rules 405 and 406 of Regulation S-T, the following information is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) the Consolidated Statements of Operations for the years ended December 31, 2023 and 2022, (iii) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2023 and 2022, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022, (v) the Notes to the Consolidated Financial Statements, and (vi) the cover page.	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

As of December 31, 2024, we had not adopted a Code of Ethics. We feel that the small size of our board and management did not warrant the adoption of a Code of Ethics.

* Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, filed on February 14, 2022, with the Securities and Exchange Commission.30

~~Item~~Table ~~16.~~of ~~Form 10-K Summary~~Contents

~~None~~Item 11. Executive Compensation

34The following table sets forth information concerning all cash and non-cash compensation awarded to, earned by or paid to our chief executive officer for services rendered in all capacities for the periods set forth below.

~~Table~~Summary Compensation ~~of Contents~~Table

SIGNATURES

Name and Principal Position	Year		Bonus		Stock Option Awards		Non-Equity Incentive Plan Compensation		Deferred Compensation Earnings		All Other Compensation		Total
Floretta Gogo,		2024		-		-		-		-	$	100	$	100
Chief Executive Officer		2023		-		-		-		-	$	2,083	$	2,083

Xavier Carter,		2024									$	-	$	-
Chief Financial Officer		2023		-		-		-		-	$	8,147	$	8,147

Valarie Grant,		2024									$	6,850	$	6,850
Corporate Secretary		2023									$	-	$	-

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.Employment Agreements

	The Cannaisseur Group, Inc.
Dated: April 15, 2024	By:	/s/ Floretta Gogo
		Floretta Gogo, Chief Executive Officer (Principal Executive Officer)

The Company has employment agreements with Floretta Gogo, CEO, Xavier Carter, CFO, and Valarie Grant, Corporate Secretary. The Company does not have any agreements with any other officers or directors, all of whom have performed services on our behalf for no compensation.

~~Pursuant to the requirements~~ Compensation of ~~the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.~~Directors

Signature	Title	Date
/s/ Xavier Carter	Interim Chief Financial Officer/Director	April 15, 2024
Xavier Carter	(Principal Financial Officer)
/s/ Valarie Grant	Corporate Secretary	April 15, 2024
Valarie Grant
/s/ Jamie Brown	Director	April 15, 2024
Jamie Brown
/s/ Harold Woolfork	Director	April 15, 2024
Harold Woolfork

Our board of directors has not received any compensation to date.

35Compensation Committee Interlocks and Insider Participation

The Company does not have a compensation committee at this time; however, the Company intends to establish a compensation committee in the NONE false FY 0001879270 0001879270 2023-01-01 2023-12-31 0001879270 2023-06-30 0001879270 2024-03-27 0001879270 2023-12-31 0001879270 2022-12-31 0001879270 us-gaap:NonrelatedPartyMember 2023-12-31 0001879270 us-gaap:NonrelatedPartyMember 2022-12-31 0001879270 us-gaap:RelatedPartyMember 2023-12-31 0001879270 us-gaap:RelatedPartyMember 2022-12-31 0001879270 2022-01-01 2022-12-31 0001879270 us-gaap:CommonStockMember 2021-12-31 0001879270 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001879270 us-gaap:NoncontrollingInterestMember 2021-12-31 0001879270 us-gaap:RetainedEarningsMember 2021-12-31 0001879270 2021-12-31 0001879270 tcgi:MezzanineEquityMember 2021-12-31 0001879270 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001879270 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001879270 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001879270 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001879270 us-gaap:CommonStockMember 2022-12-31 0001879270 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001879270 us-gaap:NoncontrollingInterestMember 2022-12-31 0001879270 us-gaap:RetainedEarningsMember 2022-12-31 0001879270 tcgi:MezzanineEquityMember 2022-12-31 0001879270 us-gaap:CommonStockMember 2023-01-01 2023-12-31 0001879270 us-gaap:AdditionalPaidInCapitalMember 2023-01-01 2023-12-31 0001879270 us-gaap:NoncontrollingInterestMember 2023-01-01 2023-12-31 0001879270 us-gaap:RetainedEarningsMember 2023-01-01 2023-12-31 0001879270 us-gaap:CommonStockMember 2023-12-31 0001879270 us-gaap:AdditionalPaidInCapitalMember 2023-12-31 0001879270 us-gaap:NoncontrollingInterestMember 2023-12-31 0001879270 us-gaap:RetainedEarningsMember 2023-12-31 0001879270 tcgi:MezzanineEquityMember 2023-12-31 0001879270 tcgi:AtlantaCBDIncMember 2021-01-04 0001879270 srt:ChiefExecutiveOfficerMember 2021-01-04 2021-01-04 0001879270 2021-01-04 2021-01-04 0001879270 srt:MinimumMember us-gaap:EquipmentMember 2023-12-31 0001879270 srt:MaximumMember us-gaap:EquipmentMember 2023-12-31 0001879270 srt:MinimumMember us-gaap:LeaseholdImprovementsMember 2023-12-31 0001879270 srt:MaximumMember us-gaap:LeaseholdImprovementsMember 2023-12-31 0001879270 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001879270 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2023-12-31 0001879270 2023-12-26 0001879270 2023-12-26 2023-12-26 0001879270 tcgi:LightspeedLoanMember 2023-01-04 0001879270 tcgi:LightspeedLoanMember 2023-01-04 2023-01-04 0001879270 tcgi:LightspeedLoanMember 2023-01-01 2023-12-31 0001879270 tcgi:EIDLLoanMember 2020-06-09 2020-06-09 0001879270 tcgi:EIDLLoanMember 2020-06-09 0001879270 tcgi:EIDLLoanMember 2023-01-01 2023-12-31 0001879270 tcgi:EIDLLoanMember 2023-01-01 2023-09-30 0001879270 tcgi:EIDLLoanMember 2022-01-01 2022-09-30 0001879270 tcgi:EIDLLoanMember 2022-06-01 2022-06-01 0001879270 srt:MinimumMember 2019-01-24 2023-12-24 0001879270 2023-12-24 0001879270 2023-10-18 0001879270 tcgi:UnpaidRentMember 2023-10-18 0001879270 2023-10-18 2023-10-18 0001879270 2023-10-01 2023-12-31 0001879270 tcgi:UnpaidRentMember 2023-12-31 0001879270 tcgi:AtlantaCBDIncMember 2021-01-04 2021-01-04 0001879270 us-gaap:RelatedPartyMember 2023-04-27 2023-04-27 0001879270 us-gaap:RelatedPartyMember 2023-04-27 0001879270 us-gaap:RelatedPartyMember 2023-05-10 2023-05-10 0001879270 us-gaap:RelatedPartyMember 2023-05-10 0001879270 srt:AffiliatedEntityMember 2023-05-10 2023-05-10 0001879270 us-gaap:RelatedPartyMember 2023-01-01 2023-12-31 0001879270 us-gaap:RedeemablePreferredStockMember 2023-12-31 0001879270 tcgi:AtlantaCBDIncMember 2021-01-04 2021-01-04 0001879270 2023-02-16 2023-02-16 0001879270 us-gaap:RelatedPartyMember 2023-02-09 2023-02-09 0001879270 us-gaap:RelatedPartyMember 2023-02-17 2023-02-17 0001879270 us-gaap:RelatedPartyMember 2023-03-09 2023-03-09 0001879270 2023-04-27 0001879270 2023-05-10 2023-05-10 0001879270 2023-10-07 2023-10-07 0001879270 2023-10-07 0001879270 2023-10-10 2023-10-10 0001879270 2023-10-10 0001879270 2023-11-10 2023-11-10 0001879270 2023-11-10 0001879270 2023-12-28 2023-12-28 0001879270 2023-12-28 0001879270 2022-08-01 2022-08-31 0001879270 2022-11-08 2022-11-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure near future.

Compensation Committee Report

The Company does not have a compensation committee, and therefore no compensation committee report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth certain information as of February 25, 2025 with respect to the beneficial ownership of our common stock by the following: (i) each stockholder known to be the beneficial owner of five percent (5%) or more of our outstanding shares of common stock, (ii) each named executive officer and director, and (iii) all executive officers and directors as a group. A person is considered to beneficially own any shares: (i) over which such person, directly or indirectly, exercises sole or shared voting or investment power, or (ii) of which such person has the right to acquire beneficial ownership at any time within sixty (60) days through an exercise of stock options or warrants or otherwise. Unless otherwise indicated, voting and investment power relating to the shares shown in the table for our directors and executive officers is exercised solely by the beneficial owner or shared by the owner and the owner’s spouse or children.

Table of Contents

For purposes of computing the percentage of outstanding shares of our common stock held by each person or group of persons named above, any shares that such person or persons has the right to acquire within sixty (60) days of the date of this report is deemed to be outstanding but is not deemed to be outstanding for the purpose of computing the percentage ownership of any other person. The inclusion herein of any shares listed as beneficially owned does not constitute an admission of beneficial ownership.

Name and Address	Number of Shares Beneficially Owned		Percent of Class
Officers and Directors
Floretta Gogo – CEO, Director		10,050,000		20.11	%
Xavier Carter – CFO, Director		10,100,000		20.21	%
Jamie Brown – COO, Director		1,008,333		2.02	%
Valarie Grant – Corporate Secretary		2,500,000		5.00	%
Jordan Balencic – Director		1,000,000		2.00	%
Harold Woolfolk – Former Director (4)		1,000,000		2.00	%
Total Officers and Directors (6 individuals)		25,658,333		51.34	%

Greater than 5% Share Shareholders
Real Estate Investment Holdings, LLC (2) 85 Conifer Circle, Augusta, GA 30909		8,152,265		9.60	%
Ridolfo Brown 14519 Running Arabian Lane, Houston, TX 77044		3,419,885		6.84	%
The National Legacy Foundation (3) 85 Conifer Circle, Augusta, GA 30909		2,666,667		5.11	%
The Cheeks Agency 85 Conifer Circle, Augusta, GA 30909		2,552,265		5.34	%

(1)

All officer and director addresses are c/o the Company at 650 Ponce De Leon Ave., Suite 300 #2334, Atlanta, GA 30308.

(2)

Real Estate Investment Holdings, LLC beneficially owns 800,000 of these shares indirectly through Eddie R. Cheeks, M.D., P.C., and 2,552,265 through the Cheeks Agency, Inc., each with whom it shares investment control.

(3)

Consists of 2,666,667 shares underlying a note payable convertible at $0.015 per share.

(4)

Mr. Woolfork resigned his position as Director in December 2024.

Item 13. Certain Relationships and Related Transactions, and Director Independence

Other than described below or the transactions described under the heading “Executive Compensation” (or with respect to which such information is omitted in accordance with SEC regulations), there have not been, and there is not currently proposed, any transaction or series of similar transactions to which we were or will be a participant in which the amount involved exceeded or will exceed the lesser of $120,000 or one percent of the average of our total assets at year-end for the last two completed fiscal years, and in which any director, executive officer, holder of 5% or more of any class of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest.

Review, Approval or Ratification of Transactions with Related Parties

We have adopted a related-party transactions policy under which our executive officers, directors, nominees for election as a director, beneficial owners of more than 5% of any class of our Common Stock, and any members of the immediate family of any of the foregoing persons are not permitted to enter into a related-party transaction with us without the consent of our Board of Directors. If the related party is, or is associated with, a member of our Board, the transaction must be reviewed and approved by our Board, with the interested party recused from the decision. Any request for us to enter into a transaction with a related party in which the amount involved exceeds $120,000 and such party would have a direct or indirect interest must first be presented to our Board for review, consideration and approval. If advance approval of a related-party transaction was not feasible or was not obtained, the related-party transaction must be submitted to the Board as soon as reasonably practicable, at which time the Board shall consider whether to ratify and continue, amend and ratify, or terminate or rescind such related-party transaction. All of the transactions described above were reviewed and considered by, and were entered into with the approval of, or ratification by, our Board of Directors.

Table of Contents

During the last two full fiscal years and the current fiscal year or any currently proposed transaction, there are no transactions involving the issuer, in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the issuer’s total assets at year-end for its last three fiscal years, except compensation awarded to executives or as otherwise disclosed herein.

Disclosure of Conflicts of Interest

There are no conflicts of interest between the Company and any of its officers or directors.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” Although we have not adopted the independence standards any national securities exchange to determine the independence of directors, the NYSE MKT LLC provides that a person will be considered an independent director if he or she is not an officer of the company and is, in the view of our board of directors, free of any relationship that would interfere with the exercise of independent judgment. Under this standard, our board of directors has determined that Mr. Jordan Balencic would meet this standard, and therefore, would be considered to be independent.

Item 14. Principal Accountant Fees and Services

M&K CPAs, PLLC (PCAOB ID: 2738) served as our independent auditors for the fiscal years ended December 31, 2024 and 2023.

The following table shows the fees paid or accrued for the audit and other services provided by our independent auditors for the years ended:

	December 31,		December 31,
	2024		2023
Audit fees	$	19,000	$	12,000
Tax fees				-
Review fees		14,100		14,500
Total fees paid or accrued to our principal accountant	$	33,100	$	26,500

Table of Contents

PART IV

Item 15. Exhibit and Financial Statement Schedules

(a) Financial Statements

Our financial statements as set forth in Item 8 commencing on page F-1 are hereby incorporated by reference.

(b) Exhibits

The following exhibits are filed as part of this Annual Report.

Exhibit Number	Exhibit Description	Filed Herewith
3.1*	Articles of Incorporation
3.2*	Amended Articles of Incorporation
3.5*	Bylaws
4.1*	Specimen Stock Certificate
10.1*	Purchase Agreement with Atlanta CBD, Inc.
10.2*	Agreement with Liberty Management, LLC
10.3*	Atlanta CBD Operating Agreement
10.4*	Conflict of Interest Agreement
10.5**	Convertible Promissory Note – The Legacy Foundation
10.6***	Convertible Promissory Note – Ridolfo R. Brown
10.7****	Convertible Promissory Note – Ridolfo R. Brown
10.8	Convertible Promissory Note – Ridolfo R. Brown	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	Pursuant to Rules 405 and 406 of Regulation S-T, the following information is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of December 31, 2024 and 2023, (ii) the Consolidated Statements of Operations for the years ended December 31, 2024 and 2023, (iii) the Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2024 and 2023, (iv) the Consolidated Statements of Cash Flows for the years ended December 31, 2024 and 2023, (v) the Notes to the Consolidated Financial Statements, and (vi) the cover page.	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, filed on February 14, 2022, with the Securities and Exchange Commission.

** Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 15, 2024.

*** Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission on May 15, 2024.

**** Incorporated by reference from the Company’s Form 10-Q for the quarter ended September 30, 2024, filed with the Securities and Exchange Commission on November 19, 2024.

Item 16. Form 10-K Summary

None.

Table of Contents

SIGNATURES

	The Cannaisseur Group, Inc.

Dated: March 21, 2025	By:	/s/ Floretta Gogo
		Floretta Gogo, Chief Executive Officer
		(Principal Executive Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Xavier Carter	Chief Financial Officer/Director	March 21, 2025
Xavier Carter	(Principal Financial Officer)

/s/ Valarie Grant	Corporate Secretary	March 21, 2025
Valarie Grant

/s/ Jamie Brown	Director	March 21, 2025
Jamie Brown

/s/ Jordan Balencic	Director	March 21, 2025
Jordan Balencic

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Filing Compare · Cannaisseur Group Inc.