UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2025

☐ 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. 000-56664

The Cannaisseur Group, Inc.

(Exact name of registrant as specified in its charter)

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

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 November 11, 2025:
Common Stock, par value $0.0001		60,459,890

The Cannaisseur Group, Inc.

Table of Contents

		Page
PART I	Financial Information
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4	Controls And Procedures	23

PART II	Other Information
Item 1	Legal Proceedings	24
Item 1A	Risk Factors	24
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	24
Item 3	Defaults Upon Senior Securities	24
Item 4	Mine Safety Disclosures	24
Item 5	Other Information	24
Item 6	Exhibits	24
	Signatures	25

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The Cannaisseur Group, Inc.

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2025			2024
ASSETS
Current Assets:
Cash	$	143		$	563
Accounts receivable		—			285
Inventory		310			1,028
Total current assets		453			1,876

TOTAL ASSETS	$	453		$	1,876

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts payable and accrued expenses		110,592			169,807
Settlement payable		9,501			9,501
Short-term loan payable - related party		—			1,500
Notes payable, current portion		7,193			6,697
Convertible notes payable - related party, current portion		—			40,000
Dividends payable		1,608			1,608
Total current liabilities		128,894			229,113

Long term notes payable, non current portion		24,967			25,463
Convertible notes payable - related party, non current portion		—			51,000
Total long term liabilities		24,967			76,463

TOTAL LIABILITIES		153,861			305,576

Mezzanine Equity		—			37,875

Stockholders' Equity (Deficit)
Common stock, $0.0001 par value, 500,000,000 shares authorized, 60,459,890 and 44,337,557 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		6,046			4,433
Additional paid in capital		3,370,194			1,476,904
Accumulated deficit		(3,387,458	)		(1,714,976	)
Minority interest		(142,190	)		(107,936	)

Total Stockholders' Deficit		(153,408	)		(341,575	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	453		$	1,876

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024

Revenue, net of discounts	$	—		$	285		$	—		$	700
Cost of revenue		272			668			718			3,162
Gross profit		(272	)		(383	)		(718	)		(2,462	)

Operating Expenses
Selling, general and administrative expenses		690,209			20,953			1,614,324			1,174,730
Total operating expenses		690,209			20,953			1,614,324			1,174,730

Operating loss		(690,481	)		(21,336	)		(1,615,042	)		(1,177,192	)

Other income (expense)
Gain on settlement of accounts payable		3,800			—			3,800			—
Loss on conversion of related party debt		(23,282	)		—			(23,282	)		—
Loss on settlement of mezzanine equity		(68,175	)		—			(68,175	)		—
Interest expense		(686	)		(1,626	)		(4,037	)		(4,726	)
Total other income (expense)		(88,343	)		(1,626	)		(91,694	)		(4,726	)

Net loss before taxes		(778,824	)		(22,962	)		(1,706,736	)		(1,181,918	)
Income tax benefit		—			—			—			—

Net loss	$	(778,824	)	$	(22,962	)	$	(1,706,736	)	$	(1,181,918	)

Less: Net loss attributable to minority interest		(33,657	)		(629	)		(34,254	)		(2,913	)

Net loss attributable to TCGI	$	(745,167	)	$	(22,333	)	$	(1,672,482	)	$	(1,179,005	)

Weighted average of common shares outstanding
Basic		57,182,671			44,225,854			51,691,780			43,655,376
Diluted		57,182,671			44,225,854			51,691,780			43,655,376

Net loss per common share
Basic	$	(0.01	)	$	(0.00	)	$	(0.03	)	$	(0.03	)
Diluted	$	(0.01	)	$	(0.00	)	$	(0.03	)	$	(0.03	)

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three and Nine Months Ended September 30, 2025 and 2024

(unaudited)

							Common Stock To Be						Additional		Accumulated						Total
	Common Stock						Issued						Paid in		Minority			Accumulated			Stockholders'			Mezzanine
	Shares			Amount			Shares			Amount			Capital		Interest			Deficit			Equity			Equity

Balance, December 31, 2023		42,547,484		$	4,254			—		$	—		$	414,783	$	(104,368	)	$	(445,538	)	$	(130,869	)	$	37,875

Shares issued for compensation		—			—			2,000,000			200			29,800		—			—			30,000			—
Capital contribution		—			—			—			—			1,000		—			—			1,000			—
Net loss		—			—			—			—			—		(1,922	)		(85,408	)		(87,330	)		—
Balance, March 31, 2024		42,547,484		$	4,254			2,000,000		$	200		$	445,583	$	(106,290	)	$	(530,946	)	$	(187,199	)	$	37,875

Shares issued for compensation		3,500,000			350			(2,000,000	)		(200	)		344,850		—			—			345,000			—
Shares issued for services		2,900,000			290			—			—			666,710		—			—			667,000			—
Shares issued for cash		21,740			2			—			—			4,998		—			—			5,000			—
Cancellation of shares		(4,750,000	)		(475	)		—			—			475		—			—			—			—
Capital contribution		—			—			—			—			4,000		—			—			4,000			—
Net loss		—			—			—			—			—		(362	)		(1,071,264	)		(1,071,626	)		—
Balance, June 30, 2024		44,219,224		$	4,421			—		$	—		$	1,466,616	$	(106,652	)	$	(1,602,210	)	$	(237,825	)	$	37,875

Shares issued for cash		10,000			1			—			—			2,299		—			—			2,300			—
Capital contribution		—			—			—			—			2,000		—			—			2,000			—
Net loss		—			—			—			—			—		(629	)		(22,333	)		(22,962	)		—
Balance, September 30, 2024		44,229,224		$	4,422			—		$	—		$	1,470,915	$	(107,281	)	$	(1,624,543	)	$	(256,487	)	$	37,875

Balance, December 31, 2024		44,337,557		$	4,433		$	—		$	—		$	1,476,904	$	(107,936	)	$	(1,714,976	)	$	(341,575	)	$	37,875

Shares issued for compensation		5,000,000			500						—			699,500		—			—			700,000			—
Shares issued for cash		642,857			64			—			—			89,936		—			—			90,000			—
Net loss		—			—			—			—			—		(200	)		(848,583	)		(848,783	)		—
Balance, March 31, 2025		49,980,414		$	4,997			—		$	—		$	2,266,340	$	(108,136	)	$	(2,563,559	)	$	(400,358	)	$	37,875

Shares issued for conversion of notes payable - related party		76,365			8			—			—			10,683		—			—			10,691			—
Gain on conversion of related party debt		—			—			—			—			763		—			—			763			—
Cancellation of shares		(300,000	)		(30	)		—			—			30		—			—			—			—
Net loss		—			—			—			—			—		(397	)		(78,732	)		(79,129	)		—
Balance, June 30, 2025		49,756,779		$	4,975			—		$	—		$	2,277,816	$	(108,533	)	$	(2,642,291	)	$	(468,033	)	$	37,875

Shares issued for compensation		4,235,444			424			—			—			592,538								592,962
Shares issued for conversion of notes payable - related party		3,920,167			392			—			—			87,913		—			—			88,305			—
Loss on conversion of related party debt		—			—			—			—			23,282		—			—			23,282			—
Shares issued for conversion of accrued salary - related party		1,410,000			141			—			—			197,259		—			—			197,400			—
Gain on conversion of accrued salary - related party		—			—			—			—			13,600		—			—			13,600			—
Shares issued for conversion of accounts payable		380,000			38			—			—			53,162		—			—			53,200
Shares issued for settlement of mezzanine equity		757,500			76			—			—			105,974		—			—			106,050			(37,875	)
Capital contribution		—			—			—			—			18,650		—			—			18,650			—
Net loss		—			—			—			—			—		(33,657	)		(745,167	)		(778,824	)		—
Balance, September 30, 2025		60,459,890		$	6,046			—		$	—		$	3,370,194	$	(142,190	)	$	(3,387,458	)	$	(153,408	)	$	—

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Nine Months Ended
	September 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,706,736	)	$	(1,181,918	)

Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation		1,292,962			1,042,000
Gain on settlement of accounts payable		(3,800	)		—
Loss on conversion of related party debt		23,282			—
Loss on conversion of mezzanine equity		68,175			—
Changes in operating assets and liabilities:
Accounts receivable		285			(285	)
Inventory		718			3,162
Accounts payable and accrued expenses		217,544			44,383
Settlement payable		—			(5,500	)
Net Cash Used in Operating Activities		(107,570	)		(98,158	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		90,000			7,300
Contributed capital - related party		18,650			7,000
Proceeds from convertible notes payable - related party		—			46,000
Repayments of short-term loan - related party		(1,500	)		—
Net Cash Provided by Financing Activities		107,150			60,300

Net increase (decrease) in cash and cash equivalents		(420	)		(37,858	)
Cash and cash equivalents, beginning of period		563			38,390
Cash and cash equivalents, end of period	$	143		$	532

Supplemental cash flow information
Cash paid for interest	$	1,206		$	200
Cash paid for taxes	$	—		$	—

Non-cash investing and financing activities:
Shares issued for conversion of convertible notes payable	$	99,759		$	—
Shares issued for conversion of accrued salaries	$	211,000		$	—
Shares issued for settlement of accounts payable	$	57,000		$	—
Shares issued for conversion of mezzanine equity	$	37,875		$	—
Cancellation of shares of common stock	$	—		$	475

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Notes To the Condensed Consolidated Financial Statements

For The Three and Nine Months Ended September 30, 2025 and 2024

(Unaudited)

1. Organization and Nature of Operations

Organization and Combination

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

On January 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.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Atlanta CBD. At the time of the Atlanta CBD Acquisition, 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 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 Operations

Currently, the Company has an online presence only and no longer operates a physical retail store. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2025, the Company has a cumulative net loss since inception of $3,387,458, a working capital deficit of $128,441, 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.

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.

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.

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2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of 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.

Summary of Significant Accounting Policies

Use of Estimates

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.

Cash

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.

Inventory

Inventories are stated at the lower 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.

Property and Equipment

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:

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

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Revenue Recognition

The Company 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. 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:

The Company sells products 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.

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.

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.

The price of the product is properly allocated to the sole performance of providing the product.

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.

Concentration of Risk

The Company may periodically contract with consultants and vendors to provide services related to the Company’s business development activities. Agreements for these services may be for a specific time period or for a specific project or task. The Company did not have any agreements at September 30, 2025 or December 31, 2024.

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

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 its 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 is subject to U.S. federal income taxes and income taxes of the State of Georgia.

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 September 30, 2025 and December 31, 2024 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

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 September 30, 2025 and December 31, 2024, 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.

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-year period.

Impairment of Long-Lived Assets

The Company reviews the carrying 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. The Company assesses recoverability of the carrying value of the asset 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.

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Stock-Based Compensation

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 of each 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.

The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of 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 the 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 a 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.

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.

As of September 30, 2025 and December 31, 2024, the Company did not have any outstanding stock options.

Earnings (Loss) Per Share

The Company’s computation of earnings (loss) per share (“EPS”) includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to 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 periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

As of September 30, 2025 and December 31, 2024, the following shares were issuable and excluded from the calculation of diluted loss:

		September 30, 2025				December 31, 2024
Convertible Notes Payable			—				3,284,436

Fair Value of Financial Instruments

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.

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 the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

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.

The 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 assets and liabilities at each reporting period end.

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The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

Leases

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 a corresponding lease liability at the inception of the 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.

Convertible Debt

The Company has adopted Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), 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 Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. 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.”

Accounting Standards Issued, Not Adopted

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.

3. Short-term Loan Payable - Related Party

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%. The loan was paid in full on January 23, 2025. As of September 30, 2025 and December 31, 2024, the amount due under the short-term loan was $0 and $1,500, respectively.

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4. Convertible Notes Payable - Related Party

	September 30, 2025		December 31, 2024
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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $0 and $124, respectively, on this note. On June 2, 2025, the Company and Mr. Brown agreed to convert principal and accrued interest in the amount of $5,000 and $162, respectively, due under the Brown Note 3 at a price of $0.15 per share into 34,415 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $5,456 in additional paid-in capital.	$	—	$	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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $0 and $145, respectively, on this note. On June 2, 2025, the Company and Mr. Brown agreed to convert principal and accrued interest in the amount of $6,000 and $292, respectively, due under the Brown Note 2 at a price of $0.15 per share into 41,950 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $6,650 in additional paid-in capital.		—		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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $221 and $1,510, respectively, on this note. On July 15, 2025, the Company and Mr. Brown agreed to convert principal and interest in the amount of $40,000 and $4,095, respectively, due under the Brown Note at a price of $.022 per share into 1,987,732 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a loss on conversion of debt in the amount of $177,474 in additional paid-in capital.		—		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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $224 and $1,531, respectively, on this note. On July 31, 2025, the Company and the National Legacy Foundation agreed to convert principal and interest in the amount of $40,000 and $4,209, respectively, due under the Brown Note at a price of $.023 per share into 1,932,435 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $142,086 in additional paid-in capital.		-		40,000

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

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5. Notes Payable

	September 30, 2025		December 31, 2024
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 three and nine months ended September 30, 2025, the Company made repayments of $0.	$	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 $2,344 has been accrued as of September 30, 2025. During the three and nine months ended September 30, 2025, the Company made interest payments in the amount of $268 and $1,206, respectively.		27,300		27,300

Total	$	32,160	$	32,160
Notes payable, current portion	$	7,193	$	6,697
Notes payable, noncurrent portion	$	24,967	$	25,463

Aggregate maturities of convertible notes payable – related parties and notes payable as of September 30, 2025 are as follows:

For the twelve months ended September 30,

2026	$	7,193
2027		683
2028		709
2029		737
2030		765
Thereafter		22,073
Total	$	32,160

6. Settlement Payable

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. The Company recorded right-of-use assets 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.

On 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. 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.

During the three and nine months ended September 30, 2025, the Company made payments of $0 on the rental settlement. As of September 30, 2025 and December 31, 2024, the amount due under the settlement payable was $9,501.

7. Related Party Transactions

Convertible Note Payable in the amount of $5,000, dated November 18, 2024, payable to Ridolfo R. Brown, a related party. The note bears interest at 6.5% and has a maturity date of November 18, 2026. The Brown Note 3 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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $0 and $124, respectively, on this note.

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On June 2, 2025, the Company and Mr. Brown agreed to convert principal and accrued interest in the amount of $5,000 and $162, respectively, due under the Brown Note 3 at a price of $0.15 per share into 34,415 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $344 in additional paid-in capital.

Convertible Note Payable 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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $0 and $145, respectively, on this note.

On June 2, 2025, the Company and Mr. Brown agreed to convert principal and accrued interest in the amount of $6,000 and $292, respectively, due under the Brown Note 2 at a price of $0.15 per share into 41,950 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $6,650 in additional paid-in capital.

Convertible Note Payable in the amount of $40,000, dated January 3, 2024, payable to Ridolfo R. Brown, 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 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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $221 and $1,510, respectively, on this note.

On July 15, 2025, the Company and Mr. Brown agreed to convert principal and interest in the amount of $40,000 and $4,095, respectively, due under the Brown Note at a price of $0.022 per share into 1,987,732 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a loss on conversion of debt in the amount of $177,474 in additional paid-in capital.

Convertible Note Payable in the amount of $40,000, dated December 26, 2023, payable to The National Legacy Foundation, a related party. 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 three and nine months ended September 30, 2025, the Company accrued interest in the amount of $224 and $1,531, respectively, on this note.

On July 31, 2025, the Company and the National Legacy Foundation agreed to convert principal and interest in the amount of $40,000 and $4,209, respectively, due under the Brown Note at a price of $0.023 per share into 1,932,435 shares of common stock. The fair value of the stock at the conversion date was $0.14 per share, and the Company recognized a gain on conversion of debt in the amount of $142,086 in additional paid-in capital.

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

On February 4, 2025, the 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.

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 each of its Chief Executive Officer and Interim Chief Financial Officer as a bonus.

On July 14, 2025, the Company issued 766,667 shares of common stock, at a conversion rate of $0.15 per share, to its Chief Executive Officer for the conversion of accrued salaries in the amount of $115,000. The Company recognized a gain on conversion in the amount of $7,667, based on a market price of $0.14 per share, in additional paid-in capital.

On July 14, 2025, the Company issued 643,333 shares of common stock, at a conversion rate of $0.15 per share, to its Chief Financial Officer for the conversion of accrued salaries in the amount of $96,000. The Company recognized a gain on conversion in the amount of $5,933, based on a market price of $0.14 per share, in additional paid-in capital.

On July 25, 2025, the Company issued 1,000,000 shares of common stock with a fair value of $140,000 to its Chief Executive Officer as compensation.

On July 25, 2025, the Company issued 1,000,000 shares of common stock with a fair value of $140,000 to its Chief Financial Officer as compensation.

On July 25, 2025, the Company issued 1,500,000 shares of common stock with a fair value of $210,000 to one of its directors as compensation.

On July 25, 2025, the Company issued 500,000 shares of common stock with a fair value of $70,000 to one of its directors as compensation.

During the three and nine months ended September 30, 2025, the Company received capital contributions from related parties in the amounts of $18,650 and $18,650, respectively.

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8. Mezzanine Equity

Mezzanine equity, as of September 30, 2025 and December 31, 2024, consists of 0 and 1,518 shares, respectively, of preferred stock of Atlanta CBD with redeemable features that allow the investors (“Investors”) to request repayment of their investment. The 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. On August 14, 2025, each of the Investors elected to convert their investment at a price of $0.05 per shares. The Company issued 757,500 shares of common stock and recognized a loss on conversion of the mezzanine equity in the amount of $68,175. See Note 9.

9. Stockholders’ Equity

The Company is authorized to issue up to 500,000,000 shares of common stock, $0.0001 par value per share. At September 30, 2025 and December 31, 2024, the Company had 60,459,890 and 44,337,557 shares of common stock, respectively, issued and outstanding.

Equity transactions during the nine months ended September 30, 2025:

On January 22, 2025, the Company sold 642,857 shares of common stock at a price of $0.14 per share for cash proceeds of $90,000.

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

On February 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.

On February 4, 2025, the 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.

On June 2, 2025, the Company issued 76,365 shares of common stock, with a fair value of $10,691, for the conversion of principal and accrued interest on notes payable in the amount of $11,454. The Company recognized a gain on conversion of debt in the amount of $12,106 in additional paid-in capital.

On June 2, 2025, the Company cancelled 300,000 shares of common stock held by a former director, who returned the shares to the Company upon his resignation from the Board of Directors. The Company recorded the cancellation of these shares at their par value and charged the amount of $30 to additional paid-in capital.

On July 15, 2025, the Company issued 1,987,732 shares of common stock, with a fair value of $278,282, for the conversion of principal and accrued interest on notes payable in the amount of $44,095. The Company recognized a loss on conversion of debt in the amount of $177,474 in additional paid-in capital.

On July 25, 2025, the Company issued 1,000,000 shares of common stock, with a fair value of $140,000, to its Chief Executive Officer as compensation.

On July 25, 2025, the Company issued 1,000,000 shares of common stock, with a fair value of $140,000, to its Chief Financial Officer as compensation.

On July 25, 2025, the Company issued 1,500,000 shares of common stock, with a fair value of $210,000, to one of its directors as compensation.

On July 25, 2025, the Company issued 500,000 shares of common stock, with a fair value of $70,000, to one of its directors as compensation.

On July 31, 2025, the Company issued 235,444 shares of common stock, with a fair value of $32,962, to its former corporate secretary as compensation.

On July 31, 2025, the Company issued 1,932,435 shares of common stock, with a fair value of $270,541, for the conversion of principal and accrued interest on notes payable in the amount of $44,209. The Company recognized a gain on conversion of debt in the amount of $142,086 in additional paid-in capital.

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On August 14, 2025, the Company issued 757,500 shares of common stock for the conversion of investments made in Atlanta CBD. An aggregate of six investors converted a total of $37,875 in investments at a conversion price of $0.05. The fair value of the shares issued was $106,050, and the Company recognized a loss on conversion in the amount of $68,175. See Note 8.

On August 17, 2025, the Company issued 380,000 shares of common stock, with a fair value of $53,200, for the settlement of accounts payable in the amount of $57,000. The Company recorded a gain on settlement of accounts payable in the amount of $3,800.

During the nine months ended September 30, 2025, the Company received capital contributions from related parties in the amounts of $18,650.

Equity transactions during the nine months ended September 30, 2024:

On January 16, 2024, the Company received capital contributions from a related party in the amount of $1,000.

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.

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 Interim Chief Financial Officer as a bonus.

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.

On May 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.

On June 4, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to its Chief Executive Officer as compensation for ongoing services.

On June 4, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to its Interim Chief Financial Officer as compensation for ongoing services.

On June 30, 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.

On June 30, 2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to one of its directors as compensation.

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

During the three months ended June 30, 2024, the Company cancelled 4,750,000 shares of 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.

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

During the nine months ended September 30, 2024, the Company received capital contributions from a related party in the amount of $7,000.

10. Segment Information

The Company operates in one reportable segment: CBD hemp products for retail. Through its majority owned subsidiary, Atlanta CBD, the Company offers a variety of CBD wellness products for sale directly to customers via its website. The Company has determined that it operates in one reportable segment, because the chief operating decision maker (“CODM”) reviews financial information for our entire consolidated operations when making decisions related to assessing operating performance.

The accounting 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.

The Company’s CODM decides how to allocate resources based on gross profit, net income (loss) and significant expenses, comparing budgeted amounts to actual expenses. Gross profit is used to determine the most profitable products, and which products the company will make available for sale to customers. Significant expenses and net loss are used to determine resource allocation for maintaining operations and fostering progress.

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	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue, net of discounts		—			285			—			700
Cost of revenue		272			668			718			3,162
Gross profit		(272	)		(383	)		(718	)		(2,462	)

Operating expenses:
Professional fees		34,866			16,699			110,094			115,653
Payroll and related costs		57,568			657			200,374			6,603
Office related expenses		1,019			908			2,766			3,931
SEC filing related fees		3,100			1,625			6,320			4,725
Share-based compensation		592,962			—			1,292,962			1,042,000
Bank fees		372			840			656			1,226
Taxes		—			—			—			75
Advertising & marketing		—			—			—			40
Bad debt		—			—			285			—
Other		322			224			867			477
Total operating expenses		690,209			20,953			1,614,324			1,174,730

Other income (expense)
Gain on settlement of accounts payable		3,800			—			3,800			—
Loss on conversion of related party debt		(23,282	)		—			(23,282	)		—
Loss on settlement of mezzanine equity		(68,175	)		—			(68,175	)		—
Interest expense		(686	)		(1,626	)		(4,037	)		(4,726	)
Total other income (expense)		(88,343	)		(1,626	)		(91,694	)		(4,726	)

Net loss		(778,824	)		(22,962	)		(1,706,736	)		(1,181,918	)

Reconciliation of loss
Adjustments and reconciling items		—			—			—			—
Net loss		(778,824	)		(22,962	)		(1,706,736	)		(1,181,918	)

11. Commitments and Contingencies

Legal Matters

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 August 14, 2023, the Landlord initiated a civil action against the Company and Guarantors styled AP 1039 Grant St., LLC v. Inno Medicinals LLC, a/k/a InnoMedicals Atlanta CBD, Inc., Xavier Carter, and Floretta Gogo, State Court of DeKalb County, Georgia, Case No. 23A03681 for failing to pay amounts owed under the lease. The Company and Guarantors filed counterclaims against the Landlord for breach of fiduciary duties, breach of contract, and attorney’s fees.

On 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. The Company recorded a gain on settlement in the amount of $18,968 during the year ended December 31, 2023.

During the three and nine months ended September 30, 2025, the Company made payments of $0 on the rental settlement. During the three and nine months ended September 30, 2024, the Company made payments of $0 and $5,500, respectively, on the rental settlement. As of September 30, 2025 and December 31, 2024, the amount due under the settlement payable was $9,501.

12. Subsequent Events

On August 28, 2025, the Company entered into an asset purchase agreement (the “Sense Acquisition Agreement”) with Sense Technologies, Inc. and Richard Bell. Pursuant to the Sense Acquisition Agreement, the Company will acquire (i) real estate, equipment, and IP supporting soy processing, human nutrition, and agricultural manufacturing; (ii) Radar, camera, and vehicle-based sensor systems applicable to agricultural, industrial, and automotive settings; and (iii) IP portfolios, manufacturing systems, and related goodwill. Consideration for the acquired assets consists primarily of (i) $965,000 in cash or a one-year term note at an interest rate of 10%; 18,017,500 shares of a new issue of Series A convertible preferred stock; 3,400,000 shares of a new issue of Series B convertible stock; the assumption of $500,000 of existing debt; and common stock equal to 93.5% of shares outstanding, on a fully diluted basis. As of the date of this filing, the Sense Acquisition Agreement transaction has not yet closed.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business and operations, future trends and operating results of such business, the planned expansion of those operations into new markets and applications, characteristics and trends and the demand for the 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.

The results anticipated by any or all of these forward-looking statements might not occur. 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.

Background of the Company

The Cannaisseur Group, Inc. (the “Company” or “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 was formed 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 manages and operates Atlanta CBD’s business on a day-to-day basis. The Company intends to work in conjunction with Atlanta CBD to grow the business operations.

Atlanta CBD, at its inception, was a hemp products supplier and retailer. It sold its retail hemp products through the trade name, Inno Medicinals, located in Atlanta Georgia. Currently, Atlanta CBD, in order to better reflect the direction of TCRG, intends to sell health and wellness products, through its retail operations. The products offered for sale will also reflect the shift in strategy of TCRG.

Results of Operations for the Three Months Ended September 30, 2025 Compared with the Three Months Ended September 30, 2024

Revenue

Revenue was $0 for the three months ended September 30, 2025, compared to $285 for the three months ended September 30, 2024, a decrease of $285, or 100%. The decrease in revenue was due to a decline in retail sales driven by the closing of the Company’s retail store. The Company is in the process of restructuring its website and plans to conduct business online. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

Costs of Revenue

Cost of revenue was $272 for the three months ended September 30, 2025, compared to $668 during the three months ended September 30, 2024, a decrease of $396, or 59.3%. The decrease was driven primarily by reduced write off of obsolete inventories in the current period.

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The Company reported negative gross profit for the three months ended September 30, 2025 and 2024. The negative profit margins were the result of reduced sales, due to the closing of the Company’s retail store, and increases in write-offs of obsolete inventory. Continued growth of the consumer market for CBD products and increases in competition are anticipated to continue to create pressure on gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $690,209 for the three months ended September 30, 2025, compared to $20,953 during the three months ended September 30, 2024, an increase of $669,256, or 3,194.1%. The increase was driven primarily by increases in share-based compensation expense and salaries.

Other Expense, Net

Other expense, net was $88,343 during the three months ended September 30, 2025, compared to $1,626 during the three months ended September 30, 2024, an increase of $86,717, or 3,136.2%. The increase was the result of losses on the conversions of debt and mezzanine equity to common stock during the three months ended September 30, 2025.

Results of Operations for the Nine Months Ended September 30, 2025 Compared with the Nine Months Ended September 30, 2024

Revenue

Revenue was $0 for the nine months ended September 30, 2025, compared to $700 for the nine months ended September 30, 2024, a decrease of $700, or 100%. The decrease in revenue was due to a decline in retail sales driven by the closing of the Company’s retail store. The Company is in the process of restructuring its website and plans to conduct business online. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

Costs of Revenue

Cost of revenue was $718 for the nine months ended September 30, 2025, compared to $3,162 during the nine months ended September 30, 2024, a decrease of $2,444, or 77.3%. The decrease was driven primarily by a lack of sales and reduced write off of obsolete inventories in the current period.

The Company reported negative gross profit for the nine months ended September 30, 2025 and 2024. The negative profit margins were the result of reduced sales, due to the closing of the Company’s retail store, and increases in write-offs of obsolete inventory. Continued growth of the consumer market for CBD products and increases in competition are anticipated to continue to create pressure on gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,614,324 for the nine months ended September 30, 2025, compared to $1,174,730 during the nine months ended September 30, 2024, an increase of $439,594, or 37.4%. The increase was driven primarily by increases in share-based compensation expense and salaries.

Other Expense, Net

Other expense, net was $91,694 during the nine months ended September 30, 2025, compared to $4,726 during the nine months ended September 30, 2024, an increase of $86,968, or 1,840.2%. The increase was the result of losses on the conversions of debt and mezzanine equity to common stock during the nine months ended September 30, 2025.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $453 in total assets, including cash of $143, as compared to $1,876 in total assets, including cash of $563, as of December 31, 2024. The decrease in assets is attributable to a decrease in cash, decreased inventory, and the write-off of accounts receivable.

As of September 30, 2025, the Company had total liabilities of $153,861 consisting of accounts payable and accrued expenses of $110,592, rent settlement payable of $9,501, notes payable - current of $7,193, dividends payable of $1,608, and long-term notes payable of $24,967. As of December 31, 2024, we had total liabilities of $305,576, consisting of accounts payable and accrued expenses of $169,807, settlement payable of $9,501, notes payable - current of $46,697, dividends payable of $1,608, and long-term notes payable of $76,463. The increase in liabilities is mainly due to an increase in accounts payable and accrued expenses.

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Cash Flows from Operating Activities

For the nine months ended September 30, 2025, cash used in operating activities of $107,570 resulted from a net loss of $1,706,736, adjustments for share-based compensation of $1,292,962, gain on settlement of accounts payable of $3,800, loss on conversion of related party debt of $23,282, loss on conversion of mezzanine equity of $68,175, and a net increase of $218,547 in the components of working capital. The change in the components of working capital was primarily due to an increase in accounts payable and accrued expenses and a decrease in inventory.

For the nine months ended September 30, 2024, cash used in operating activities of $98,158 resulted from a net loss of $1,181,918, adjustments for share-based compensation of $1,042,000, and a net increase of $41,760 in the components of working capital. The change in the components of working capital was due primarily to an increase in accounts payable, a decrease in inventory, and a decrease in settlement payable, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

Cash Flows Provided by Financing Activities

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

For the nine months ended September 30, 2025, cash provided by financing activities was $107,150 consisting of $90,000 in proceeds from the sale of common stock and contributed capital of $18,650, off set by repayments of a short-term loan - related party in the amount of $1,500.

For the nine months ended September 30, 2024, cash provided by financing activities was $60,300 consisting of $46,000 in proceeds from convertible notes payable, $7,300 in proceeds from the sale of common stock, and contributed capital by related parties of $7,000.

Non-cash Financing Activities

Nine months ended September 30, 2025:

The Company issued 3,996,532 shares of common stock, with a fair value of $559,514, for the conversion of principal and accrued interest on notes payable in the amount of $99,759.

The Company issued 1,410,000 shares of common stock, with a fair value of $197,400, for the conversion of accrued salary in the amount of $211,000.

The Company issued 380,000 shares of common stock, with a fair value of $53,200, for the conversion of accounts payable in the amount of $57,000.

The Company issued 757,500 shares of common stock, with a fair value of $105,980, for the conversion of mezzanine equity in the amount of $37,875.

General

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 sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

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TCRG expects to raise funds through private investors and investment firms and is looking to secure a non-recourse loan 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 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.

Inflation

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.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. For the nine months ended September 30, 2025, the Company had a net loss of $1,706,736, net cash used in operating activities of $107,570, negative working capital of $128,441, an accumulated deficit of $3,387,458 and stockholders’ deficit of $153,408. 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.

Off-Balance Sheet Arrangements

There are 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.

Critical Accounting Policies and Estimates

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.

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.

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Consolidation Policy

TCRG relied upon the guidance 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 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.

Inventory

Inventories are stated at the lower of cost or market. Atlanta CBD 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.

Revenue Recognition

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 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:

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.

The performance obligations 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.

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.

The price of the product is properly allocated to the sole performance of providing the product.

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.

Use of Estimates

Management uses 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.

Most Recent Accounting Pronouncements

Refer to Note 2 in the accompanying consolidated financial statements.

Impact of Most Recent Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our 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, processed, summarized and reported within 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 effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that our disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

See the Company’s Registration Statement on Form S-1 (File No. 333-262710) for the Risk Factors applicable to the Company and its securities.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit Number	Exhibit Description	Filed Herewith
3.1*	Articles of Incorporation
3.2*	Amended Articles of Incorporation
3.4*****	Amendment to Articles of Incorporation
3.5*	Bylaws
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	Form of Notice of Conversion – Convertible Promissory Note	X
10.9	Form of Notice of Conversion – Mezzanine Equity	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 Unaudited Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024, (ii) the Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2025 and 2024, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024, (v) Notes to the Unaudited Condensed 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 with the Securities and Exchange Commission on February 14, 2022.
**	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-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission on March 21, 2025.
*****	Incorporated by reference from the Company’s Form POS AM, filed with the Securities and Exchange Commission on March 27, 2025.

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SIGNATURES

Pursuant to the requirements 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.

	The Cannaisseur Group, Inc.

Dated: November 18, 2025	By:	/s/ Floretta Gogo
		Floretta Gogo, Chief Executive Officer (Principal Executive Officer)

Dated: November 18, 2025	By:	/s/ Xavier Carter
		Xavier Carter, Chief Financial Officer (Principal Financial Officer)

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Cannaisseur Group Inc. 10-Q