
~~ITEM 6. Exhibits~~	28

~~Signatures~~	29

~~Exhibit 31.1~~

~~Exhibit 31.2~~

~~Exhibit 32.1~~

~~Exhibit 32.2~~

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTHIER CHOICES MANAGEMENT CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2023 (Unaudited)
December 31,
2022
ASSETS
CURRENT ASSETS
Cash $ 8,481,915 $ 22,911,892
Accounts receivable, net 92,649 55,815
Notes receivable 156,297 189,225
Inventories 3,765,070 3,817,192
Prepaid expenses and vendor deposits 826,611 322,182
Investment 1,371 9,771
Other current assets 1,004,809 1,224,171
Restricted cash 628,232 1,778,232
TOTAL CURRENT ASSETS 14,956,954 30,308,480

Property, plant, and equipment, net of accumulated depreciation 2,974,629 3,112,908
Intangible assets, net of accumulated amortization 4,544,332 5,005,511
Goodwill 5,747,000 5,747,000
Right of use asset – operating lease, net 10,634,634 10,604,935
Other assets 481,426 476,196

TOTAL ASSETS $ 39,338,975 $ 55,255,030

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses $ 5,133,314 $ 5,715,234
Contingent consideration 372,000 774,900
Contract liabilities 147,469 198,606
Line of credit 453,232 453,232
Current portion of loan payment 552,001 536,542
Operating lease liability, current 1,965,888 2,228,852
TOTAL CURRENT LIABILITIES 8,623,904 9,907,366

Loan payable, net of current portion 2,097,932 2,378,061
Operating lease liability, net of current 8,395,274 8,041,504
TOTAL LIABILITIES 19,117,110 20,326,931

COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)

CONVERTIBLE PREFERRED STOCK
Series E redeemable convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,944 shares and 14,722 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $1.9 million and $14.7 million as of June 30, 2023 and December 31, 2022, respectively
1,944,425 14,722,075
STOCKHOLDERS’ EQUITY
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $0.8 million
800,000 800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 463,266,632,384 and 339,741,632,384 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively
46,326,663 33,974,163
Additional paid-in capital 19,324,774 29,045,802
Accumulated deficit (48,173,997) (43,613,941)
TOTAL STOCKHOLDERS’ EQUITY 18,277,440 20,206,024

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY $ 39,338,975 $ 55,255,030

	(Unaudited)
	September 30, 2023			December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	7,137,833		$	22,911,892
Accounts receivable, net		130,907			55,815
Notes receivable		-			189,225
Inventories		3,553,942			3,817,192
Prepaid expenses and vendor deposits		1,746,452			322,182
Investment		1,714			9,771
Other current assets		398,910			1,224,171
Restricted cash		628,232			1,778,232
TOTAL CURRENT ASSETS		13,597,990			30,308,480

Property, plant, and equipment, net of accumulated depreciation		2,865,409			3,112,908
Intangible assets, net of accumulated amortization		4,313,743			5,005,511
Goodwill		5,747,000			5,747,000
Right of use asset – operating lease, net		10,063,353			10,604,935
Other assets		510,856			476,196

TOTAL ASSETS	$	37,098,351		$	55,255,030

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	5,804,051		$	5,715,234
Contingent consideration		-			774,900
Contract liabilities		144,861			198,606
Line of credit		453,232			453,232
Current portion of loan payment		560,322			536,542
Operating lease liability, current		2,323,981			2,228,852
TOTAL CURRENT LIABILITIES		9,286,447			9,907,366

Loan payable, net of current portion		1,954,691			2,378,061
Operating lease liability, net of current		7,499,587			8,041,504
TOTAL LIABILITIES		18,740,725			20,326,931

COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)		-			-

CONVERTIBLE PREFERRED STOCK
Series E redeemable convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,944 shares and 14,722 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $1.9 million and $14.7 million as of September 30, 2023 and December 31, 2022, respectively		1,944,425			14,722,075
STOCKHOLDERS’ EQUITY
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 0 and 800 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		-			800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 475,266,632,384 and 339,741,632,384 shares issued and outstanding as of September 30, 2023 and December 31, 2022, respectively		47,526,663			33,974,163
Additional paid-in capital		20,051,524			29,045,802
Accumulated deficit		(51,164,986	)		(43,613,941	)
TOTAL STOCKHOLDERS’ EQUITY		16,413,201			20,206,024

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	37,098,351		$	55,255,030

See notes to unaudited condensed consolidated financial statements

HEALTHIER CHOICES MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

Three Months Ended Six Months Ended
June 30, June 30,
2023 2022 2023 2022
SALES
Vapor sales, net $ - $ 5,997 $ 38 $ 255,560
Grocery sales, net 13,574,896 6,126,063 27,134,602 10,925,053
TOTAL SALES, NET 13,574,896 6,132,060 27,134,640 11,180,613

Cost of sales vapor - 562 653 112,246
Cost of sales grocery 8,493,213 3,800,625 17,137,913 6,764,980
GROSS PROFIT 5,081,683 2,330,873 9,996,074 4,303,387

OPERATING EXPENSES 8,261,343 3,699,273 15,158,780 7,026,693

LOSS FROM OPERATIONS (3,179,660) (1,368,400) (5,162,706) (2,723,306)

OTHER INCOME (EXPENSE)
(Loss) gain on investment (3,943) 1,800 (8,400) 5,314
Change in contingent consideration 425,000 - 402,900 -
Other income, net 4,600 6,175 9,250 23,049
Interest income, net 101,248 14,910 198,900 31,513
Total other income (expense), net 526,905 22,885 602,650 59,876

NET LOSS $ (2,652,755) $ (1,345,515) $ (4,560,056) $ (2,663,430)

Induced conversions of preferred stock (91,500) - (152,500) -

Net loss attributable to common stockholders (2,744,255) - (4,712,556) -

NET LOSS PER SHARE-BASIC AND DILUTED $ 0.00 $ 0.00 $ 0.00 $ 0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED 353,854,819,196 339,741,632,384 347,796,604,758 339,741,632,384

	2023			2022			2023			2022
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2023			2022			2023			2022
SALES
Vapor sales, net	$	-		$	1,187		$	38		$	256,747
Grocery sales, net		12,704,600			5,775,543			39,839,203			16,700,596
TOTAL SALES, NET		12,704,600			5,776,730			39,839,241			16,957,343

Cost of sales vapor		-			364			653			112,610
Cost of sales grocery		8,061,966			3,909,190			25,199,879			10,674,170
GROSS PROFIT		4,642,634			1,867,176			14,638,709			6,170,563

OPERATING EXPENSES		8,033,795			3,985,377			23,192,575			11,012,070

LOSS FROM OPERATIONS		(3,391,161	)		(2,118,201	)		(8,553,866	)		(4,841,507	)

OTHER INCOME (EXPENSE)
Gain (loss) on investment		343			(11,314	)		(8,057	)		(6,000	)
Change in contingent consideration		372,000			-			774,900			-
Other (expense) income, net		(8,397	)		4,327			853			27,376
Interest income, net		36,226			50,202			235,125			81,715
Total other income (expense), net		400,172			43,215			1,002,821			103,091

NET LOSS	$	(2,990,989	)	$	(2,074,986	)	$	(7,551,045	)	$	(4,738,416	)

Induced conversions of preferred stock		-			-			(152,500	)		-

Net loss attributable to common stockholders	$	(2,990,989	)	$	(2,074,986	)	$	(7,703,545	)	$	(4,738,416	)

NET LOSS PER SHARE-BASIC AND DILUTED	$	0.00		$	0.00		$	0.00		$	0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED		358,187,284,558			339,741,632,384			351,298,225,790			339,741,632,384

See notes to unaudited condensed consolidated financial statements

HEALTHIER CHOICES MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2023 AND 2022

(Unaudited)

Series E Convertible Preferred Stock
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance – April 1, 2023
13,496 $ 13,496,525 800 $ 800,000 346,441,632,384 $ 34,644,163 $ 29,034,802 $ (45,521,242 ) $ 18,957,723
Series E convertible preferred stock redeemed (10,637 ) (10,637,100 ) - - - - 22,222 - 22,222
Conversion of series E convertible preferred stock (915 ) (915,000 ) - - 9,150,000,000 915,000 - - 915,000
Issuance of award stock - - - - 107,675,000,000 10,767,500 (10,767,500 ) - -
Induced conversions of preferred stock - - - - - - (91,500 ) - (91,500 )
Stock-based compensation expense - - - - - - 1,126,750 - 1,126,750
Net loss - - - - - - - (2,652,755 ) (2,652,755 )
Balance – June 30, 2023
1,944 $ 1,944,425 800 $ 800,000 463,266,632,384 $ 46,326,663 $ 19,324,774 $ (48,173,997 ) $ 18,277,440

Series E Convertible Preferred Stock
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance – April 1, 2022
- $ - 800 $ 800,000 339,741,632,384 $ 33,974,163 $ 30,855,824 $ (37,714,245 ) $ 27,915,742
Net loss - - - - - - - (1,345,515 ) (1,345,515 )
Balance – June 30, 2022
- $ - 800 $ 800,000 339,741,632,384 $ 33,974,163 $ 30,855,824 $ (39,059,760 ) $ 26,570,227

	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
	Series E Redeemable Convertible Preferred Stock				Series D Convertible Preferred Stock						Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance – July 1, 2023		1,944	$	1,944,425		800		$	800,000			463,266,632,384	$	46,326,663	$	19,324,774		$	(48,173,997	)	$	18,277,440
Series D Convertible Preferred Stock exercised		-		-		(800	)		(800,000	)		8,000,000,000		800,000		-			-			-
Issuance of award stock		-		-		-			-			4,000,000,000		400,000		(400,000	)		-			-
Stock-based compensation expense		-		-		-			-			-		-		1,126,750			-			1,126,750
Net loss		-		-		-			-			-		-		-			(2,990,989	)		(2,990,989	)
Balance – September 30, 2023		1,944	$	1,944,425		-			-			475,266,632,384	$	47,526,663	$	20,051,524		$	(51,164,986	)	$	16,413,201

	Series E Redeemable Convertible Preferred Stock				Series D Convertible Preferred Stock				Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance – July 1, 2022		-	$	-		800	$	800,000		339,741,632,384	$	33,974,163	$	30,855,824		$	(39,059,760	)	$	26,570,227

Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs		14,722		14,722,075		-		-		-		-		(1,882,244	)		-			(1,882,244	)
Net loss		-		-		-		-		-		-		-			(2,074,986	)		(2,074,986	)
Balance – September 30, 2022		14,722	$	14,722,075		800	$	800,000		339,741,632,384	$	33,974,163	$	28,973,580		$	(41,134,746	)	$	22,612,997

See notes to unaudited condensed consolidated financial statements

HEALTHIER CHOICES MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2023 AND 2022

(UNAUDITED)

Series E Convertible Preferred Stock
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance – January 1, 2023
14,722 $ 14,722,075 800 $ 800,000 339,741,632,384 $ 33,974,163 $ 29,045,802 $ (43,613,941) $ 20,206,024
Series E convertible preferred stock redeemed (11,193) (11,192,650) - - - - 22,222 - 22,222
Conversion of series E convertible preferred stock (1,585) (1,585,000) - - 15,850,000,000 1,585,000 - - 1,585,000
Issuance of awarded stock - - - - 107,675,000,000 10,767,500 (10,767,500) - -
Induced conversions of preferred stock - - - - - - (152,500) - (152,500)
Stock-based compensation - - - - - - 1,176,750 - 1,176,750
Net loss - - - - - - - (4,560,056) (4,560,056)
Balance – June 30, 2023
1,944 $ 1,944,425 800 $ 800,000 463,266,632,384 $ 46,326,663 $ 19,324,774 $ (48,173,997) $ 18,277,440

Series E Convertible Preferred Stock
Convertible
Preferred Stock
Common Stock
Additional
Paid-In
Accumulated
Shares Amount Shares Amount Shares Amount Capital Deficit Total
Balance – January 1, 2022
- $ - 800 $ 800,000 339,741,632,384 $ 33,974,163 $ 30,855,824 $ (36,396,330) $ 29,233,657
Net loss - - - - - - - (2,663,430) (2,663,430)
Balance – June 30, 2022
- $ - 800 $ 800,000 339,741,632,384 $ 33,974,163 $ 30,855,824 $ (39,059,760) $ 26,570,227

	Series E Redeemable Convertible Preferred Stock						Series D Convertible Preferred Stock						Common Stock				Additional Paid-In			Accumulated
	Shares			Amount			Shares			Amount			Shares		Amount		Capital			Deficit			Total
Balance – January 1, 2023		14,722		$	14,722,075			800		$	800,000			339,741,632,384	$	33,974,163	$	29,045,802		$	(43,613,941	)	$	20,206,024
Series E convertible preferred stock redeemed		(11,193	)		(11,192,650	)		-			-			-		-		22,222			-			22,222
Conversion of series E convertible preferred stock		(1,585	)		(1,585,000	)		-			-			15,850,000,000		1,585,000		-			-			1,585,000
Series D Convertible Preferred Stock exercised		-			-			(800	)		(800,000	)		8,000,000,000		800,000		-			-			-
Issuance of awarded stock		-			-			-			-			111,675,000,000		11,167,500		(11,167,500	)		-			-
Induced conversions of preferred stock		-			-			-			-			-		-		(152,500	)		-			(152,500	)
Stock-based compensation		-			-			-			-			-		-		2,303,500			-			2,303,500
Net loss		-			-			-			-			-		-		-			(7,551,045	)		(7,551,045	)
Balance – September 30, 2023		1,944		$	1,944,425			-		$	-			475,266,632,384	$	47,526,663	$	20,051,524		$	(51,164,986	)	$	16,413,201

	Series E Redeemable Convertible Preferred Stock				Series D Convertible Preferred Stock				Common Stock				Additional Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance – January 1, 2022		-	$	-		800	$	800,000		339,741,632,384	$	33,974,163	$	30,855,824		$	(36,396,330	)	$	29,233,657
Balance		-	$	-		800	$	800,000		339,741,632,384	$	33,974,163	$	30,855,824		$	(36,396,330	)	$	29,233,657
Issuance of Series E Convertible Preferred stock in connection with the Securities Purchase Agreement, net of offering costs		14,722		14,722,075		-		-		-		-		(1,882,244	)		-			(1,882,244	)
Net loss		-		-		-		-		-		-		-			(4,738,416	)		(4,738,416	)
Balance – September 30, 2022		14,722	$	14,722,075		800	$	800,000		339,741,632,384	$	33,974,163	$	28,973,580		$	(41,134,746	)	$	22,612,997
Balance		14,722	$	14,722,075		800	$	800,000		339,741,632,384	$	33,974,163	$	28,973,580		$	(41,134,746	)	$	22,612,997

See notes to unaudited condensed consolidated financial statements

HEALTHIER CHOICES MANAGEMENT CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

Six Months Ended June 30,
2023 2022
OPERATING ACTIVITIES
Net loss $ (4,560,056) $ (2,663,430)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 747,485 422,078
Loss (gain) on investment 8,400 (5,314)
Amortization of right-of-use asset 1,063,591 377,216
Write-down of obsolete and slow-moving inventory 951,373 73,640
Stock-based compensation expense 1,176,750 -
Change in contingent consideration (402,900) -
Changes in operating assets and liabilities:
Accounts receivable (36,834) (2,157)
Inventories (899,251) (189,138)
Prepaid expenses and vendor deposits (670,178) 212,226
Other current assets 219,362 -
Other assets (5,230) (33,941)
Accounts payable and accrued expenses (197,306) 528,247
Contract liabilities (51,137) (249,700)
Lease liability (1,002,484) (340,611)
NET CASH USED IN OPERATING ACTIVITIES (3,658,415) (1,870,884)

INVESTING ACTIVITIES
Acquisition of Mother Earth’s Storehouse - (5,150,000)
Collection of note receivable 32,928 27,122
Purchases of property and equipment (148,027) (213,133)
NET CASH USED IN INVESTING ACTIVITIES (115,099) (5,336,011)

FINANCING ACTIVITIES
Proceeds from line of credit - 35,196
Principal payments on loan payable (264,670) (1,285)
Payment of induced conversions of preferred stock (152,500) -
Payments for deferred offering costs (218,865) -
Payment for series E preferred stock redemption (11,170,428) -
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES (11,806,463) 33,911

NET DECREASE IN CASH AND RESTRICTED CASH (15,579,977) (7,172,984)
CASH AND RESTRICTED CASH— BEGINNING OF PERIOD 24,690,124 26,496,404
CASH AND RESTRICTED CASH — END OF PERIOD $ 9,110,147 $ 19,323,420

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest $ 87,008 $ 2,910
Cash paid for income tax $ - $ -
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with series E preferred stock conversion $ 1,585,000 $ -
Right-of-use assets obtained in exchange for operating lease liabilities $ 1,093,290 $ 1,797,667
1% stated value reduction on preferred stock redemption $ 22,222 $ -
Non-cash deferred offering cost $ 384,614 $ -

	2023			2022
	Nine Months Ended September 30,
	2023			2022
OPERATING ACTIVITIES
Net loss	$	(7,551,045	)	$	(4,738,416	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1,115,396			652,162
Loss on notes receivable settlement		10,931			-
Loss on investment		8,057			6,000
Amortization of right-of-use asset		1,689,198			555,726
Write-down of obsolete and slow-moving inventory		1,581,043			533,343
Stock-based compensation expense		2,303,500			-
Change in contingent consideration		(774,900	)		-
Changes in operating assets and liabilities:
Accounts receivable		(75,092	)		(24,958	)
Inventories		(1,317,793	)		(609,468	)
Prepaid expenses and vendor deposits		(1,626,358	)		160,574
Other current assets		825,261			-
Other assets		(34,660	)		(23,128	)
Accounts payable and accrued expenses		555,280			1,560,536
Contract liabilities		(53,745	)		(248,522	)
Lease liability		(1,594,404	)		(499,980	)
NET CASH USED IN OPERATING ACTIVITIES		(4,939,331	)		(2,676,131	)

INVESTING ACTIVITIES
Acquisition of Mother Earth’s Storehouse		-			(5,150,000	)
Collection of note receivable		178,294			42,653
Purchases of property and equipment		(176,129	)		(251,840	)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES		2,165			(5,359,187	)

FINANCING ACTIVITIES
Proceeds from line of credit		-			35,196
Principal payments on loan payable		(399,590	)		(1,940	)
Payment of induced conversions of preferred stock		(152,500	)		-
Proceeds from preferred stock, net of issuance costs		-			12,839,831
Payments for deferred offering costs		(264,375	)		-
Payment for series E preferred stock redemption		(11,170,428	)		-
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(11,986,893	)		12,873,087

NET (DECREASE) INCREASE IN CASH AND RESTRICTED CASH		(16,924,059	)		4,837,769
CASH AND RESTRICTED CASH— BEGINNING OF PERIOD		24,690,124			26,496,404
CASH AND RESTRICTED CASH — END OF PERIOD	$	7,766,065		$	31,334,173

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	127,533		$	4,383
Cash paid for income tax	$	-		$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with series E preferred stock conversion	$	1,585,000		$	-
Right-of-use assets obtained in exchange for operating lease liabilities	$	1,147,616		$	1,797,667
1% stated value reduction on preferred stock redemption	$	22,222		$	-
Non-cash deferred offering cost	$	466,463		$	-

See notes to unaudited condensed consolidated financial statements

HEALTHIER CHOICES MANAGEMENT CORP.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. ORGANIZATION

Organization

Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.

Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages and intends to expand on its intellectual property portfolio.

Through its wholly owned subsidiaries, the Company operates:

Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.

Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.

~~Mother Earth’s Storehouse, a two-store organic and health food and vitamin chain in New York’s Hudson Valley, a business that has been in existence for over 40 years.~~

Greens Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products

●	Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.

●	Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.

●	Mother Earth’s Storehouse, a two-store organic and health food and vitamin chain in New York’s Hudson Valley, a business that has been in existence for over 40 years.

●	Greens Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products

●	Ellwood Thompson’s, an organic and natural health food and vitamin store located in Richmond, Virginia. Ellwood Thompson’s was acquired on October 1, 2023 for a purchase price of approximately $1,500,000.

Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company ~~operates:~~

~~Licensing agreements for~~(1) operates Healthy Choice Wellness ~~Centers~~Center in Kingston, NY and (2) has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, ~~FL, Boston Direct Health in Boston, MA and Green Care Medical Services in Chicago, IL.~~

FL.

These centers offer multiple vitamin drip mixes and intramuscular shots for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are IV vitamin mixes and shots for health, beauty, and re-hydration.

Through its wholly owned subsidiary, Healthy U Wholesale, Inc, the Company sells vitamins and supplements, as well as health, beauty, and personal care products on its website www.TheVitaminStore.com.

Additionally, the Company markets its patented the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with either cannabis or CBD concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, that heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally.

Spin-Off

The Company has commenced steps to spin off (“Spin-Off”) its grocery segment and wellness business into a new publicly traded company, Healthy Choice Wellness Corp. (hereinafter referred to as “NewCo”). NewCo will continue the path of growth in the wellness verticals started by HCMC and explore other growth opportunities that comport with HCMC’s healthier lifestyle mission. Following the Spin-Off, HCMC will retain its entire patent suite, the Q-Cup® brand, and continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers and attempting to monetize said patents through licensing deals.

At the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC’s common stock. Shares of HCMC’s common stock outstanding as of the record date for the Spin-Off (the “Record Date”), will entitle the holder thereof to receive a certain number of shares of Common Stock in NewCo. The distribution will be made in book-entry form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will be rounded down. Please see more disclosure in Note 12 Stockholder Equity.

Note 2. LIQUIDITY

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values.

The Company currently and historically has reported net losses and cash outflows from operations. As of ~~June~~September 30, 2023, the Company had cash of approximately $$7.1~~8.5~~ million and working capital of ~~$6.3~~$4.3 million. The Company believes current cash on hand is sufficient to meet its obligations and capital requirements for at least the next twelve months from the date of filing. In the past, the Company financed its operations primarily through issuances of common stock and convertible preferred stock. However, we have no commitments to obtain such additional financing, and there can be no assurance that the Company will be able to raise the necessary funds to fund its operations.

Note 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s unaudited condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair ~~statement~~presentation of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the “SEC”) on March 30, 2023. The condensed consolidated balance sheet as of December 31, 2022 was derived from the Company’s audited 2022 financial statements contained in the above referenced Form 10-K. Results of the ~~six~~nine months ended ~~June~~September 30, 2023, are not necessarily indicative of the results to be expected for the full year ending December 31, 2023.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2022 Annual Report.

~~Reclassification~~

Certain amounts in the condensed consolidated financial statements and related notes have been reclassified to conform to the current year presentation. Such reclassifications do not impact the Company’s previously reported financial position or net income (loss). $150,000 inventory shrink was originally presented in the statement of cash flow under change in operating assets inventory in cash used in operating activities for six months ended June 30, 2022, it was reclassified to

~~write-down of obsolete and slow-moving inventory~~

~~under cash used in operating activities in the statement of cash flow.~~

~~The~~ ~~change in the fair value measurement on contingent consideration~~

was presented under Other (expense) income, net in the statement of operations for three months ended March 31, 2023. For the three months ended June 30, 2023, the Company presented the change in fair value remeasurement as a separate line in the statement of operations.

Note 4. CONCENTRATIONS

Cash and Restricted Cash

The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash is concentrated in one large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage. The Company did not have any cash equivalent as of ~~June~~September 30, 2023, and December 31, 2022.

A summary of the financial institution that had cash in excess of FDIC limits of ~~$250,000 on June~~$250,000 as of September 30, 2023 and December 31, 2022 is presented below:

June 30, 2023 December 31, 2022
Total cash in excess of FDIC limits of $250,000

$
7,458,162

$
21,682,144

SCHEDULE OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT

		September 30, 2023				December 31, 2022
Total cash in excess of FDIC limits of $250,000		$	6,169,123			$	21,682,144

The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company has not experienced any losses in such accounts.

The following table provides a reconciliation of cash and restricted cash to amounts shown in unaudited c~~ondensed~~condensed consolidated statements of cash ~~flow~~flow:

June 30, 2023 June 30, 2022
Cash $ 8,481,915 $ 19,323,420
Restricted cash 628,232 -
Total cash and restricted cash $ 9,110,147 $ 19,323,420

SCHEDULE OF CASH AND RESTRICTED CASH

	September 30, 2023		September 30, 2022
Cash	$	7,137,833	$	30,009,173
Restricted cash		628,232		1,325,000
Total cash and restricted cash	$	7,766,065	$	31,334,173

Restricted Cash

The Company’s restricted cash consisted of cash balances which were restricted as to withdrawal or usage under the August 18, 2022 securities purchase agreement for the purpose of funding any amounts due under the Series E Certificate of Designation upon the redemption of the Series E Preferred Stock. The balance also included cash held in the collateral account to cover the cash draw from the line of credit.

Note 5. SEGMENT INFORMATION AND DISAGGREGATION OF REVENUES

In accordance with FASB ASC 280, ~~"Disclosures~~“Disclosures about Segment of an enterprise and related ~~information"~~information”, the Company determined it has two reportable segments: grocery and vapor. There are no inter-segment revenues.

The ~~Company's~~Company’s general and administrative costs are not segment specific. As a result, all operating expenses are not managed on segment basis.

The tables below present information about reportable segments for the three months and ~~six~~nine months ended ~~June~~September 30, 2023, and 2022:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Vapor $ - $ 5,997 $ 38 $ 255,560
Grocery 13,574,896 6,126,063 27,134,602 10,925,053
Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613

Retail Vapor $ - $ 5,997 $ - $ 255,560
Retail Grocery 12,017,526 5,478,523 24,067,596 9,756,535
Food service/restaurant 1,555,372 643,760 3,062,948 1,158,846
Online/eCommerce 1,998 3,780 4,096 9,672
Total revenue $ 13,574,896 $ 6,132,060 $ 27,134,640 $ 11,180,613

Loss from operations-Vapor (10,724 ) (15,495 ) (17,397 ) (34,462 )
(Loss) income from operations-Grocery (185,923 ) 146,114 (462,763 ) 310,049
Corporate items (2,983,013 ) (1,499,019 ) (4,682,546 ) (2,998,893 )
Total loss from operations $ (3,179,660 ) $ (1,368,400 ) $ (5,162,706 ) $ (2,723,306 )

SCHEDULE OF INFORMATION ABOUT REPORTABLE SEGMENTS

	2023			2022			2023			2022
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Vapor	$	-		$	1,187		$	38		$	256,747
Grocery		12,704,600			5,775,543			39,839,203			16,700,596
Total revenue	$	12,704,600		$	5,776,730		$	39,839,241		$	16,957,343

Retail Vapor	$	-		$	1,187		$	38		$	256,747
Retail Grocery		11,307,056			5,187,540			35,374,653			14,944,074
Food service/restaurant		1,396,194			584,382			4,459,142			1,743,228
Online/eCommerce		1,350			3,621			5,408			13,294
Total revenue	$	12,704,600		$	5,776,730		$	39,839,241		$	16,957,343

Loss from operations-Vapor		(7,014	)		(4,998	)		(24,411	)		(39,460	)
(Loss) income from operations-Grocery		(688,948	)		(289,653	)		(1,151,710	)		20,397
Corporate items		(2,695,199	)		(1,823,550	)		(7,377,745	)		(4,822,444	)
Total loss from operations	$	(3,391,161	)	$	(2,118,201	)	$	(8,553,866	)	$	(4,841,507	)

Note 6. NOTES RECEIVABLE AND OTHER INCOME

On September 6, 2018, the Company entered into a secured 3636-month promissory note ~~(the~~(the “Note”) with VPR Brands L.P. for $582,260~~582,260~~. The Note bears an interest rate of 7.00~~7.00%~~%, which payments thereunder are $4,141~~4,141~~ weekly. The Company records all proceeds related to the interest of the Note as interest income as proceeds are received.

On August 31, 2022, the Company amended and restated the Note (the ~~"Amended Note"~~“Amended Note”) with VPR Brands L.P. to extend the maturity date for one year. TheThe outstanding balance for the Amended Note is $211,355~~211,355~~. The Amended Note bears an interest rate of 7.00~~7.00%~~%, which payments thereunder are $1,500~~1,500~~ weekly, with such payments commencing as of September 3, 2022. The Amended Note has a balloon payment of $145,931~~145,931~~ for all remaining accrued interest and principal balance due in the final week of the 11-year extension of the Amended Note.

In August 2023, VPR Brands L.P. settled with the Company for the remaining notes receivable balance of $145,931 by making a balloon payment of $135,000 cash. The Company recognized a loss of $10,931 from this settlement which is included in other (expense) income net in the accompanying unaudited condensed consolidated statements of operations.

A summary of the Amended Note as of ~~June~~September 30, 2023 and December 31, 2022 is presented below:

SUMMARY OF AMENDED NOTES

Description		September 30, 2023				December 31, 2022
Promissory Note		$	-			$	189,225

Description June 30, 2023 December 31, 2022
Promissory Note $ 156,297 $ 189,225

Note 7. ACQUISITION

On October 14, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets IV, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Dean’s Natural Food Market of Shrewsbury, Inc., a New Jersey corporation, Green’s Natural Foods, Inc., a Delaware corporation, Dean’s Natural Food Market of Chester, LLC, a New Jersey limited liability company, Dean’s Natural Food Market of Basking Ridge, LLC, a New Jersey limited liability company, and Dean’s Natural Food Market, Inc., a New Jersey corporation (collectively, the “Sellers”), and shareholders of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin chain with eight store locations in New York and northern and central New Jersey (the “Stores”).

The cash purchase price under the Asset Purchase Agreement was $5,142,000~~5,142,000~~, with $3,000,000~~3,000,000~~ seller financing in the form of a promissory note. In addition, the seller is entitled to a contingent earn-out based on a certain revenue threshold within the one-year period of the closing.

The Company recorded ~~$1,108,000~~$1,108,000 of contingent consideration based on the estimated financial performance for the one year following closing. The contingent consideration was discounted at an interest rate of ~~3.8%~~3.8%, which represents the ~~Company's~~Company’s weighted average discount rate. Contingent consideration related to the acquisition is recorded at fair value (level 3) with changes in fair value recorded in other expense (income), net.

The following table summarizes the change in fair value of contingent consideration from acquisition date to ~~June~~September 30, 2023:

Fair Market Value - Level 3
Balance as of October 14, 2022 $ 1,108,000
Remeasurement (333,100 )
Balance as of December 31, 2022 774,900
Remeasurement (402,900 )
Balance as of June 30, 2023 $ 372,000

SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION

	Fair Market Value - Level 3
Balance as of October 14, 2022	$	1,108,000
Remeasurement		(333,100	)
Balance as of December 31, 2022		774,900
Remeasurement		(774,900	)
Balance as of September 30, 2023	$	-

The following table summarizes the change in fair value of contingent consideration for the three months ended ~~June~~September 30, 2023:

Fair Market Value - Level 3
Balance as of March 31, 2023 $ 797,000
Remeasurement (425,000 )
Balance as of June 30, 2023 $ 372,000

	Fair Market Value - Level 3
Balance as of June 30, 2023	$	372,000
Beginning balance	$	372,000
Remeasurement		(372,000	)
Balance as of September 30, 2023	$	-
Ending balance	$	-

The following table summarizes the purchase price allocation based on fair values of the net assets acquired at the acquisition date:

SUMMARY OF PURCHASE PRICE ALLOCATION BASED ON FAIR VALUES OF THE NET ASSETS ACQUIRED

	October 14, 2022
Purchase Consideration
Cash consideration paid	$	5,142,000
Promissory note		3,000,000
Contingent consideration issued to Green’s Natural seller		1,108,000
Total Purchase Consideration	$	9,250,000

Purchase price allocation
Inventory	$	1,642,000
Property and equipment		1,478,000
Intangible assets		3,251,000
Right of use asset - Operating lease		6,427,000
Other liabilities		(211,000	)
Operating lease liability		(6,427,000	)
Goodwill		3,090,000
Net assets acquired	$	9,250,000

Finite-lived intangible assets
Trade Names (8 years)	$	1,133,000
Customer Relationships (6 years)		1,103,000
Non-Compete Agreement (5 years)		1,015,000
Total intangible assets	$	3,251,000

October 14, 2022
Purchase Consideration
Cash consideration paid $ 5,142,000
Promissory note 3,000,000
Contingent consideration issued to Green's Natural seller 1,108,000
Total Purchase Consideration $ 9,250,000

Purchase price allocation
Inventory $ 1,642,000
Property and equipment 1,478,000
Intangible assets 3,251,000
Right of use asset - Operating lease 6,427,000
Other liabilities (211,000 )
Operating lease liability (6,427,000 )
Goodwill 3,090,000
Net assets acquired $ 9,250,000

Finite-lived intangible assets
Trade Names (8 years)
$ 1,133,000
Customer Relationships (6 years)
1,103,000
Non-Compete Agreement (5 years)
1,015,000
Total intangible assets $ 3,251,000

The acquisition is structured as asset purchase in a business combination, and goodwill is tax-deductible, and amortizable over 15 years for tax purpose.

Revenue and Earnings

The following table represents the combined pro forma revenue and net loss for the three and ~~six~~nine months ended ~~June~~September 30, 2022:

For Three Months Ended June 30, 2022
For Six Months Ended
June 30, 2022

Sales $ 13,875,928 $ 27,032,375
Net loss $ (1,769,171 ) $ (3,354,452 )

SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION

For Three Months Ended

September 30, 2022

For Nine Months Ended

September 30, 2022

Sales

13,208,469

40,240,844

Net loss

(2,534,383

)

(5,888,835

)

The combined proforma revenue and net loss for the three and ~~six~~nine months period ended ~~June~~September 30, 2022 were prepared as though acquisition occurred as of January 1, 2022.

Note 8. PROPERTY, PLANT, AND EQUIPMENT

Property, plant, and equipment consist of the following:

June 30, 2023 December 31, 2022
Displays

$
312,146

$
312,146

Building 575,000 575,000
Furniture and fixtures 580,668 560,256
Leasehold improvements

1,910,719

1,910,719

Computer hardware & equipment 186,654 160,210
Other

688,773

587,602

4,253,960 4,105,933
Less: accumulated depreciation and amortization

(1,279,331
)

(993,025
)
Total property, plant, and equipment, net $ 2,974,629 $ 3,112,908

SCHEDULE OF PROPERTY, PLANT, AND EQUIPMENT

	September 30, 2023			December 31, 2022
Displays	$	312,146		$	312,146
Building		575,000			575,000
Furniture and fixtures		592,260			560,256
Leasehold improvements		1,925,385			1,910,719
Computer hardware & equipment		187,967			160,210
Other		688,773			587,602
Property and equipment, gross		4,281,531			4,105,933
Less: accumulated depreciation and amortization		(1,416,122	)		(993,025	)
Total property, plant, and equipment, net	$	2,865,409		$	3,112,908

The Company incurred approximately $137,322~~143,746~~ and $64,984~~63,656~~ of depreciation expense for the three months ended~~June~~ September 30, 2023 and 2022,, and $423,628~~286,306~~ and $178,575~~113,592~~ of depreciation expense for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. The Company wrote off assets and recognized a loss on disposal of approximately $2,000

for the three months ended September 30, 2023 which is included in other (expense) income, net in the unaudited condensed consolidated statements of operations.

Note 9. INTANGIBLE ASSETS

Intangible assets, net are as follows:

June 30, 2023 Useful Lives (Years)
Gross
Carrying Amount

Accumulated
Amortization

Net
Carrying Amount
Trade names 8-10 years $ 2,569,000 $ (876,036) $ 1,692,964
Customer relationships 4-6 years 2,669,000 (1,182,139) 1,486,861
Patents 10 years 384,665 (178,891) 205,774
Non-compete 4-5 years 1,602,000 (443,267) 1,158,733
Intangible assets, net $ 7,224,665 $ (2,680,333) $ 4,544,332

December 31, 2022 Useful Lives (Years)
Gross
Carrying Amount

Accumulated
Amortization

Net
Carrying Amount
Trade names 8-10 years $ 2,569,000 (725,723) $ 1,843,277
Customer relationships 4-6 years 2,669,000 (1,033,306) 1,635,694
Patents 10 years 384,665 (159,658) 225,007
Non-compete 4-5 years 1,602,000 (300,467) 1,301,533
Intangible assets, net $ 7,224,665 $ (2,219,154) $ 5,005,511

SCHEDULE OF INTANGIBLE ASSETS, NET

September 30, 2023	Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade names	8-10 years	$	2,569,000	$	(951,193	)	$	1,617,807
Customer relationships	4-6 years		2,669,000		(1,256,556	)		1,412,444
Patents	10 years		384,665		(188,507	)		196,158
Non-compete	4-5 years		1,602,000		(514,666	)		1,087,334
Intangible assets, net		$	7,224,665	$	(2,910,922	)	$	4,313,743

December 31, 2022	Useful Lives (Years)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Trade names	8-10 years	$	2,569,000		(725,723	)	$	1,843,277
Customer relationships	4-6 years		2,669,000		(1,033,306	)		1,635,694
Patents	10 years		384,665		(159,658	)		225,007
Non-compete	4-5 years		1,602,000		(300,467	)		1,301,533
Intangible assets, net		$	7,224,665	$	(2,219,154	)	$	5,005,511

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately ~~$230,277~~$230,590 and ~~$165,100~~$165,100 for the three months ended ~~June~~September 30, 2023 and 2022, and ~~$461,179~~$691,768 and ~~$308,486~~$473,587 for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. Future annual estimated amortization expense is as follows:

Years ending December 31,
2023 (remaining six months) $ 461,179
2024 922,358
2025 916,858
2026 838,877
2027 694,457
Thereafter 710,603
Total $ 4,544,332

SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE

	$	-
Years ending December 31,
2023 (remaining three months)	$	230,590
2024		922,358
2025		916,858
2026		838,877
2027		694,457
Thereafter		710,603
Total	$	4,313,743

Note 10. CONTRACT LIABILITIES

A summary of the contract liabilities activity at ~~June~~September 30, 2023 and December 31, 2022 is presented below:

SUMMARY OF CONTRACT LIABILITIES ACTIVITY

	September 30, 2023			December 31, 2022
Beginning balance as January 1,	$	198,606		$	23,178
Beginning balance	$	198,606		$	23,178
Issued		664,003			859,383
Redeemed		(664,294	)		(628,012	)
Breakage recognized		(53,454	)		(55,943	)
Ending balance	$	144,861		$	198,606

June 30, 2023 December 31, 2022
Beginning balance as January 1, $ 198,606 $ 23,178
Issued 638,501 859,383
Redeemed (635,391 ) (628,012 )
Breakage recognized (54,247 ) (55,943 )
Ending balance $ 147,469 $ 198,606

Note 11. DEBT

The following table provides a breakdown of the ~~Company's~~Company’s debt as of ~~June~~September 30, 2023 and December 31, 2022 is presented below:

_ June 30, 2023 December 31, 2022
Promissory note $ 2,649,933 $ 2,913,788
Other debt - 815
Total debt $ 2,649,933 $ 2,914,603
Current portion of long-term debt (552,001 ) (536,542 )
Long-term debt $ 2,097,932 $ 2,378,061

SCHEDULE OF BREAKDOWN OF DEBT

	September 30, 2023			December 31, 2022
Promissory note	$	2,515,013		$	2,913,788
Other debt		-			815
Total debt	$	2,515,013		$	2,914,603
Current portion of long-term debt		(560,322	)		(536,542	)
Long-term debt	$	1,954,691		$	2,378,061

Note 12. STOCKHOLDERS’ EQUITY

Series E Redeemable Convertible Preferred Stock

On August 18, 2022, the Company entered into a Securities Purchase Agreement ("(“Series E Preferred ~~Stock"~~Stock”) pursuant to which the Company sold and issued 14,722 shares of its Series E Redeemable Convertible Preferred Stock to institutional investors for ~~$1,000~~$1,000 per share or an aggregate subscription of ~~$13.25~~$13.25 million. The number of shares issued to each participant is based on subscription amount multiplied by conversion rate of ~~1.1111.~~1.1111. The Company also incurred offering costs of approximately ~~$410,000,~~$410,000, which covers legal and consulting fee.

The HCMC Series E Preferred Stock has voting rights on as converted basis at the Company’s next stockholders’ meeting. However, as long as any shares of HCMC Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of the HCMC Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the HCMC Series E Preferred Stock or alter or amend the Certificate of Designation, (b) increase the number of authorized shares of HCMC Series E Preferred Stock, or (c) enter into any agreement with respect to any of the foregoing. Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the Holder thereof, into that number of shares of Common Stock (subject to the beneficial ownership limitations). The initial conversion price for the HCMC Series E Preferred Stock shall equal ~~$0.0001.~~

$0.0001.

Upon any liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary that is not a Fundamental Transaction (as defined in the Certificate of Designation), the holders of HCMC Series E Preferred Stock shall be entitled to receive out of the assets, whether capital or surplus, of the Company an amount equal to ~~$1,000~~$1,000 per share of Series E Preferred Stock.

Unless earlier converted or extended as set forth below, a holder may require the redemption of all or a portion of the stated value of the HCMC Series E Preferred Stock either (1) six months after closing or (2) the time at which the balance is due and payable upon an event of default.

On March 1, 2023, the Company entered into a First Amendment to HCMC Series E Preferred Stock with each purchaser ~~("Purchaser"~~(“Purchaser”) identified as those who participated in the HCMC Series E Preferred Stock, dated as of August 18, 2022. The parties amended the HCMC Preferred Stock related to the conversion payment whereby upon conversion of the Series E Preferred Stock prior to the record date for the Spin-Off, the Company will pay the Purchaser ten percent ~~(10%~~(10%) of the stated value of the Series E Preferred Stock converted. The record date was May 1, 2023.

On May 15,^th, 2023, the Company and the Purchaser entered into the Second Amendment to the Securities Purchase Agreement, pursuant to which the Company agreed to extend the time period for the Conversion Payment eligibility to December 1, 2023. The Company filed an amendment to the Certificate of Designation to make the redemption price of the Preferred Stock (the “Redemption Price”) equal the Stated Value regardless of the date on which it is redeemed. Prior to this amendment, the Redemption Price was discounted by 1% for each month after the seven-month anniversary of the Issue Date that the Purchaser elected not to ~~redeem.~~redeem

For the three months ended ~~June~~September 30, 2023, ~~9,150,000,000~~there were no shares of common stock issued as a result of the Series E preferred stock conversion. Additionally, there were no shares redeemed during the quarter ended September 30, 2023.

For the three months ended September 30, 2023, 0 shares of common stock were issued as a result of the Series E preferred stock conversion. ~~10,637~~0 shares of Series E preferred stock were ~~redeemed and approximately $10,615,000 was paid for the redemptions.~~

redeemed.

As of ~~June~~September 30, 2023, 1,585 shares of Series E preferred stock was converted into 15,850,000,000 shares of common stock ~~were issued~~ as a result of the Series E preferred stock conversion. 11,193 shares of Series E preferred stock was redeemed and approximately ~~$11,170,000~~$11,170,000 was paid for redemption.

Pursuant to the Securities Purchase Agreement, purchasers of the Series E Convertible Preferred Stock will also be required to purchase Series A Convertible Preferred Stock of Healthy Choice Wellness Corp. ~~("HCWC"~~(“HCWC”) in the same subscription amounts that the Purchasers paid for the HCMC Series E Preferred Stock. HCWC is the HCMC subsidiary that will be spun off to HCMC’s stockholders in connection with the spin off of HCMC’s grocery and wellness businesses.

Series D Convertible Preferred Stock

On February 7, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued 5,000 shares of its Series D Convertible Preferred Stock (the “Preferred Stock”) to accredited investors for $1,000 per share or an aggregate subscription of $5.0 million. In the third quarter of 2023, the Company has issued 8.0 billion shares of Company common stock in connection with the exercise of the remaining 800 shares of the Series D Convertible Preferred Stock at a conversion price of $0.0001 per share. As of September 30, 2023, all series D preferred stocks have been converted. The Series D Stocks had no voting rights.

Stock Options and Restricted Stock

During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, no stock options of the Company were exercised into common stock.

On April 23, 2023, the Board of Directors (the “Board”) of HCMC approved the Second Amendment to the 2015 Equity Incentive Plan (the “Amended Plan”). The Amended Plan increased the number of shares of HCMC common stock authorized for issuance under the Amended Plan to 225,000,000,000~~225,000,000,000~~ shares.

~~shares.~~

On April 23, 2023, HCMC’s board of directors has approved the issuance of approximately an additional 107,675,000,000~~107,675,000,000~~ shares of restricted common stock to the employees and executive officers of HCMC. Each grant of restricted common stock will commence vesting of 12.5~~12.5%~~% of the award on February 1, 2024 and will vest in 12.5~~12.5%~~% increments on the last day of each calendar quarter thereafter through September 30, 2025. All shares of restricted common stock related to the April 23, 2023 issuance remain unvested as of ~~June~~September 30, 2023.

During the three months ended ~~June~~September 30, 2023 and 2022,, the Company recognized stock-based compensation of approximately $1,127,000~~1,127,000~~ and $00, respectively in connection with amortization of restricted stock and stock options. During the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022,, the Company recognized stock-based compensation of approximately $2,304,000~~1,177,000~~ and $00, respectively. Stock based compensation is included as part of selling, general and administrative expense in the accompanying unaudited condensed consolidated statements of operations.

Income (Loss) Per Share

The following table summarizes the Company’s securities, in common ~~share~~stock equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:

SCHEDULE OF DILUTIVE LOSS PER SHARE

	2023		2022
	As of September 30,
	2023		2022
Preferred stock		19,444,000,000		148,471,000,000
Stock options		67,587,230,680		68,587,000,000
Restricted stock		1,500,000,000		-
Total		88,531,230,680		217,058,000,000

As of June 30,
2023 2022
Preferred stock 20,694,000,000 1,250,000,000
Stock options 67,587,000,000 67,587,000,000
Restricted stock 5,500,000,000 -
Total 93,781,000,000 68,837,000,000

The difference between our common ~~shares~~stock outstanding as of ~~June~~September 30, 2023 of ~~463,266,632,384,~~475,266,632,384 and the weighted average number of common ~~shares~~stock outstanding in our basic and diluted net loss per share is the exclusion of ~~107,675,000,000~~111,675,000,000 shares of restricted common stock outstanding which are unvested as of ~~June~~September 30, 2023. There are no other reconciling items except for differences resulting from computing share issuances on a weighted average basis.

Note 13. COMMITMENTS AND CONTINGENCIES

On July 7, 2023, the Company entered into patent licensing agreement in the vape segment to grant the licensee the non-exclusive right and license to use, offer or sell the licensed products in the territory of the United States of America. The Company is still in the process of building this operation, and no product sales or no royalties earned as of the date of this filing.

Legal Proceedings

Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of ~~$0.4~~$0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia. The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”. Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3$3 billion in their smokeless tobacco products. On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. On December 14, 2021, the Company filed a notice of appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. The appeal brief was filed on February 28, 2022.

On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000~~575,000~~ in attorneys’ fees to be paid by the Company. The Company has fully provisioned this amount as of December 31, 2022. HCMC appealed this ruling on June 22, 2022.

On April 12, 2023, the U.S. Court of Appeals for the Federal Circuit ruled in favor of HCMC on two separate appeals it had filed in its patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. pending in the district court for the Northern District of Georgia.

In the first appeal, HCMC appealed the ruling of the District Court dismissing HCMC’s patent infringement action and denying HCMC’s motion to amend its pleading. In the second appeal, HCMC appealed the District Court’s award of attorneys’ fees to Philip Morris. In its decisions, the Federal Circuit ruled for HCMC by reversing both of those decisions and remanded the case back to the District Court for further proceedings. As a result of the ruling, the Company reversed the ~~$575,000~~$575,000 which was previously fully provisioned during the three months ended March 31, 2023.

There were two lawsuits in connection with alleged claimed battery defects for an electronic cigarette device. One has been dismissed by the court wherein the plaintiff settled with the Company’s insurance carrier with no economic impact to the Company. In the second lawsuit the Company is in the process of settlement and the case has been removed from the Courts trial calendar. Economic impact to the Company, if any, is not known or estimable at this time.

On September 26, 2023, HCMC filed a patent infringement lawsuit against R.J. Reynolds Vapor Company (“RJR”) in the U.S. District Court for the Middle District of North Carolina in connection with HCMC’s assertions that RJR’s Vuse electronic cigarette infringes one of HCMC’s patents.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of ~~June~~September 30, ~~2023~~.2023. With respect to legal costs, we record such costs as incurred.

Note 14.SUBSEQUENT EVENTS

On ~~July 7,~~September 28, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement (the “Purchase Agreement”) with ET Holding, Inc., d/b/a Ellwood Thompson’s Local Market, a Virginia corporation, Ellwood Thompson’s Natural Market, L.C., a Virginia limited liability company, and Richard T. Hood, an individual resident of the Commonwealth of Virginia. The Company acquired certain assets and assumed certain liabilities of an organic and natural health food and vitamin store located in Richmond, Virginia (the “Store”).

The purchase price under the Purchase Agreement is approximately $1,500,000, of which $750,000 is in the form of a promissory note. The Company will assume all lease obligations for the Store. The transaction was entered into on September 28, 2023 with effective date of October 1, 2023. The Company has engaged a professional valuation firm to perform the valuation of the assets acquired and liabilities assumed. The purchase price accounting has not been finalized.

On October 2, 2023, the Company signed addendum with the current landlord to renew the lease on its headquarter office for an additional twelve-month period starting from November 1, 2023.

On October 27, 2023, the Company filed a new registration statement on Form S-1 in connection with the spin-off of all of the existing HCWC common stock by Healthier Choices Management Corp. (the “Spin Off S-1”) with the Securities and Exchange Commission (the “Commission”).

On October 30, 2023, the Company filed Amendment No. 1 to its registration statement on Form S-1 (“IPO S-1”) with the Commission.

On October 30, 2023, the Company entered into ~~a patent licensing agreement~~third amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible Preferred Stock purchasers. The parties agreed to: (1) set the initial conversion price for ~~one~~the Series A Preferred Stock to be the 5-day volume weighted average price measured using the 5 trading days preceding the purchase of ~~its patents~~the Series A Preferred Stock, (2) on the 40th calendar day (the “Reset Date”) after the sale of the Series A Preferred Stock, reset the conversion price in the ~~vape segment. The Company as~~event the ~~licensor, grants~~ ~~to licensee during the term a non-exclusive right and license under the Licensed Patents to make, use, offer to sell, sell, and import licensed products in the territory~~closing price of the ~~United States of America. The licensee will pay~~Class A common stock on such date is less than the initial conversion, (3) have the reset conversion price equal a 10% discount to the ~~licensor a royalty based on net sales of all licensed products~~5-day volume weighted average price measured using the 5 trading days preceding the Reset Date; provided, however, in no instance will the ~~territory during the term~~conversion price be reset below 30% of the ~~agreement. Either party can cancel~~initial conversion price, and (4) amend the ~~agreement with 60-days written notice.~~

date on which the obligation to acquire the Series A Preferred Stock ceases to March 1, 2024.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONDENSED CONSOLIDATED OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements. The terms “we,” “us,” “our,” and the “Company” refer to Healthier Choices Management Corp. and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), Healthy Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice Markets IV, LLC (“~~Green's~~Green’s Natural Foods”), Healthy Choice Markets V, LLC (“Ellwood Thompson’s Local Market”), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., and The Vape Store, Inc. (“Vape Store”). All intercompany accounts and transactions have been eliminated in consolidation.

Company Overview

Healthier Choices Management Corp.is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.

Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages and intends to expand on its intellectual property portfolio.

Through its wholly owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC, and Healthy Choice Markets 3, LLC, and Healthy Choice Markets IV, LLC respectively, the Company operates:

~~Mother Earth’s Storehouse, a two store organic and health food and vitamin chain in New York’s Hudson Valley, which has been in existence for over 40 years.~~

•●	~~Green's~~ Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items (www.Adasmarket.com).

●	Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items (www.ParadiseHealthDirect.com).

●	Mother Earth’s Storehouse, a two store organic and health food and vitamin chain in New York’s Hudson Valley, which has been in existence for over 40 years (www.MotherEarthStorehouse.com).

●	Green’s Natural Foods’ eight stores in New York and New Jersey, offering a selection of 100% organic produce and all-natural, non-GMO groceries & bulk foods; a wide selection of local products; an organic juice and smoothie bar; a fresh foods department, which offers fresh and healthy “grab & go” foods; a full selection of vitamins & supplements; as well as health and beauty products (www.Greensnaturalfoods.com).

●	Ellwood Thompson’s, an organic and natural health food and vitamin store located in Richmond, Virginia. (www.ellwoodthompsons.com). Ellwood Thompson’s was acquired on October 1, 2023 for a purchase price of approximately $1,500,000.

Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company ~~has licensing agreements for~~(1) operates Healthy Choice Wellness ~~Centers~~Center in Kingston, NY and (2) has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, ~~FL, and Boston Direct Health in Boston, MA.~~ FL.

These centers offer multiple IV drip “cocktails” for clients to choose from that are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are cocktails for health, beauty, and re-hydration. (www.HealthyChoiceWellness.com).

Through its wholly owned subsidiary, Healthy U Wholesale Inc., the Company sells vitamins and supplements, as well as health, beauty and personal care products on its website www.TheVitaminStore.com.

~~www.TheVitaminStore.com~~.

Additionally, the Company markets its patented Q-Unit™ and Q-Cup® technology. Information on these products and the technology is available on the Company’s website at www.theQcup.com.

Liquidity

The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company incurred a loss from operations of approximately $~~5.2~~$8.6 million for the ~~six~~nine months ended~~June~~ September 30, ~~2023~~.2023. As of ~~June~~September 30, 2023,, cash totaled approximately $~~8.5~~$7.1 million. The Company believes current cash on hand is sufficient to meet its obligations and capital requirements for at least the next twelve months from the date of filing. In the past, the Company financed its operations primarily through issuances of common stock and convertible preferred stock. However, we have no commitments to obtain such additional financing, and there can be no assurance that the Company will be able to raise the necessary funds to fund its operations.

Factors Affecting Our Performance

We believe the following factors affect our performance:

Retail: We believe the operating performance of our retail stores will affect our revenue and financial performance. The Company has four natural and organic groceries and dietary supplement stores located in Florida, as well as ten located in New York and New Jersey. The Company has closed retail vape stores, as management has shifted its retail sales focus to the wholesale and online channel. The adverse industry trends and increasing federal and state regulations that, if implemented, may negatively impact future wholesale and online operations in vapor segment.

Increased Competition: Food retail is a large and competitive industry. Our competition varies and includes national, regional, and local conventional supermarkets, national superstores, alternative food retailers, natural foods stores, smaller specialty stores, and farmers’ markets. In addition, we compete with restaurants and other dining options in the food-at-home and food-away-from-home markets. The opening and closing of competitive stores, as well as restaurants and other dining options, in regions where we operate will affect our results. In addition, changing consumer preferences with respect to food choices and to dining out or at home can impact us. We also expect increased product supply and downward pressure on prices to continue and impact our operating results in the future.

Results of Operations

The following table sets forth our unaudited condensed consolidated Statements of Operations for the three months ended ~~June~~September 30, 2023 and 2022 that is used in the following discussions of our results of operations:

	Three Months Ended September 30,						2023 to 2022
	2023			2022			Change $
SALES
Vapor sales, net	$	-		$	1,187		$	(1,187	)
Grocery sales, net		12,704,600			5,775,543			6,929,057
TOTAL SALES, NET		12,704,600			5,776,730			6,927,870

Cost of sales vapor		-			364			(364	)
Cost of sales grocery		8,061,966			3,909,190			4,152,776
GROSS PROFIT		4,642,634			1,867,176			2,775,458

OPERATING EXPENSES
Selling, general and administrative		8,033,795			3,985,377			4,048,418
LOSS FROM OPERATIONS		(3,391,161	)		(2,118,201	)		(1,272,960	)

OTHER INCOME (EXPENSE)
Gain (loss) on investment		343			(11,314	)		11,657
Change in contingent consideration		372,000			-			372,000
Other (expense) income, net		(8,397	)		4,327			(12,724	)
Interest income, net		36,226			50,202			(13,976	)
Total other income (expense), net		400,172			43,215			356,957

NET LOSS	$	(2,990,989	)	$	(2,074,986	)	$	(916,003	)

Three Months Ended June 30, 2023 to 2022
2023 2022 Change $
SALES
Vapor sales, net $ - $ 5,997 $ (5,997)
Grocery sales, net 13,574,896 6,126,063 7,448,833
TOTAL SALES, NET 13,574,896 6,132,060 7,442,836

Cost of sales vapor - 562 (562)
Cost of sales grocery 8,493,213 3,800,625 4,692,588
GROSS PROFIT 5,081,683 2,330,873 2,750,810

OPERATING EXPENSES
Selling, general and administrative 8,261,343 3,699,273 4,562,070
LOSS FROM OPERATIONS (3,179,660) (1,368,400) (1,811,260)

OTHER INCOME (EXPENSE)
(Loss) gain on investment (3,943) 1,800 (5,743)
Change in contingent consideration 425,000 - 425,000
Other income, net 4,600 6,175 (1,575)
Interest income 101,248 14,910 86,338
Total other income (expense), net 526,905 22,885 504,020

NET LOSS $ (2,652,755) $ (1,345,515) $ (1,307,240)

The decrease in net vapor sales is ~~primarily~~ due to closing all retail vape stores in the second quarter of 2022, as management ~~has~~ shifted its retail sales focus to the wholesale and online channel. The sales for the three months ended ~~June~~September 30, 2023, were significantly impacted by technical issues associated with the processing of credit card payments. Management is continuing to work with the third-party provider to address the matter.

Net grocery sales increased ~~$7.4~~$6.9 million to ~~$13.6~~$12.7 million for the three months ended ~~June~~September 30, 2023 as compared to ~~$6.1~~$5.8 million for the same period in 2022. The ~~$7.4~~$6.9 million increase in grocery sales was primarily due to the acquisition of ~~Green's~~Green’s Natural Foods.

Vapor cost of ~~goods sold~~sales for the three months ended ~~June~~September 30, 2023 and 2022 were ~~$- thousand~~$0 and ~~$1.0~~$0.4 thousand, respectively, a decrease of ~~$1.0~~$0.4 thousand. The decrease is primarily due to closing retail vape stores, as management has shifted its retail sales focus to the wholesale and online channel. Gross (loss) profit was ~~$- thousand~~$0 and ~~$5.0~~$0.8 thousand for three months ended ~~June~~September 30, 2023 and 2022, respectively.

Grocery cost of ~~goods sold~~sales for the three months ended~~June~~ September 30, 2023 and 2022 were $~~8.5~~$8.1 million and $~~3.8~~$3.9 million, respectively. The increase of ~~$4.7~~$4.2 million is primarily due to the acquisition of ~~Green's~~Green’s Natural Foods stores. Gross profit was $~~5.1~~$4.6 million and $~~2.3~~$1.9 million for the three months ended~~June~~ September 30, 2023 and 2022,, respectively. Gross margin as a percentage of sales ~~decreased~~increased approximately 1%4% as compared to the same period in prior year as a result of increased ~~inventory shrink and inventory reserve.~~

product margin due to improved purchasing control in all grocery stores.

Total operating expenses increased approximately ~~$4.6~~$4.0 million to ~~$8.3~~$8.0 million for the three months ended ~~June~~September 30, 2023 compared to ~~$3.7~~$4.0 million for the same period in 2022. The increase is due to the acquisition of ~~Green's~~Green’s Natural Foods stores of ~~$3.1 million, and increases in professional fees of $0.2 million, payroll and benefit expense of $0.1~~approximately $3.2 million, and stock compensation expense of $1.1 million, offset by decreases in professional fees of $0.4 million.

Total ~~net~~ other income (expense), net increased ~~$504,000~~$357,000 to ~~$527,000~~$4000,000 for the three months ended ~~June~~September 30, 2023 compared to ~~$23,000~~$43,000 for the same period in 2022. The increase in net other income is mainly attributable to ~~increase in interest income as a result~~the write off of ~~an increase in interest rates, and change in~~the contingent ~~liability.~~

liability related with Green’s Natural Foods seller’s earn-out.

The following table sets forth our unaudited condensed consolidated Statements of Operations for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 that is used in the following discussions of our results of operations:

	Nine Months Ended September 30,						2023 to 2022
	2023			2022			Change $
SALES
Vapor sales, net	$	38		$	256,747		$	(256,709	)
Grocery sales, net		39,839,203			16,700,596			23,138,607
TOTAL SALES, NET		39,839,241			16,957,343			22,881,898

Cost of sales vapor		653			112,610			(111,957	)
Cost of sales grocery		25,199,879			10,674,170			14,525,709
GROSS PROFIT		14,638,709			6,170,563			8,468,146

OPERATING EXPENSES
Selling, general and administrative		23,192,575			11,012,070			12,180,505
LOSS FROM OPERATIONS		(8,553,866	)		(4,841,507	)		(3,712,359	)

OTHER INCOME (EXPENSE)
Loss on investment		(8,057	)		(6,000	)		(2,057	)
Change in contingent consideration		774,900			-			774,900
Other income		853			27,376			(26,523	)
Interest income, net		235,125			81,715			153,410
Total other income (expense), net		1,002,821			103,091			899,730

NET LOSS	$	(7,551,045	)	$	(4,738,416	)	$	(2,812,629	)

Six Months Ended June 30, 2023 to 2022
2023 2022 Change $
SALES
Vapor sales, net $ 38 $ 255,560 $ (255,522)
Grocery sales, net 27,134,602 10,925,053 16,209,549
TOTAL SALES, NET 27,134,640 11,180,613 15,954,027

Cost of sales vapor 653 112,246 (111,593)
Cost of sales grocery 17,137,913 6,764,980 10,372,933
GROSS PROFIT 9,996,074 4,303,387 5,692,687

OPERATING EXPENSES
Selling, general and administrative 15,158,780 7,026,693 8,132,087
LOSS FROM OPERATIONS (5,162,706) (2,723,306) (2,439,400)

OTHER INCOME (EXPENSE)
Gain (loss) on investment (8,400) 5,314 (13,714)
Change in contingent consideration 402,900 - 402,900
Other income 9,250 23,049 (13,799)
Interest income (expense), net 198,900 31,513 167,387
Total other income (expense), net 602,650 59,876 542,774

NET LOSS $ (4,560,056) $ (2,663,430) $ (1,896,626)

Net vapor sales decreased $0.3 million to $-$0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 as compared to $0.3 million for the same period in 2022. The decrease in sales is primarily due to closing the remaining retail vape stores during the ~~six~~nine months ended ~~June~~September 30, 2022, as management has shifted its retail sales focus to the wholesale and online channel. The sales for the ~~six~~nine months ended~~June~~ September 30, 2023 were significantly impacted by technical issues associated with the processing of credit card payments. Management is continuing to work with the third-party provider to address the matter.

Net Grocery sales increased $~~16.2~~ $23.1 million to $~~27.1~~$39.8 million for the ~~six~~nine months ended~~June~~ September 30, 2023 as compared to $~~10.9~~$16.7 million for the same period in ~~2022~~.2022. The increase in sales is primarily due to acquisition of ~~Green's~~Green’s Natural Foods in October ~~2022~~2022..

Vapor cost of ~~goods sold~~sales for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 were $1.0 thousand and $0.1 million, respectively, a decrease of $0.1 million. The decrease is primarily due to closing retail vape stores, ~~during calendar year 2022.~~as management has shifted its retail sales focus to the wholesale and online channel. Gross (loss) profit was $(1.0) thousand and $0.1 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively. ~~Closing retail vape stores will allow the Company focus on developing wholesale business and online platform.~~

Grocery cost of ~~goods sold~~sales for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 were ~~$17.1~~$25.2 million and ~~$6.8~~$10.7 million, respectively, an increase of ~~$10.4~~$14.5 million. The increase is primarily due to the acquisition of ~~Green's~~Green’s Natural Foods in October 2022. Gross profit was ~~$10.0~~$14.6 million and ~~$4.2~~$6.0 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

Total operating expenses increased ~~$8.1~~$12.2 million to ~~$15.2~~$23.2 million for the ~~six~~nine months ended ~~June~~September 30, 2023 compared to ~~$7.0~~$11.0 million for the same period in 2022. The increase ~~of $6.1 million~~ is primarily due to ~~Green's~~Green’s Natural ~~Foods acquisition. The remaining increase is primarily attributable to~~Food acquisition of approximately $9.3 million, increases in ~~the professional fees~~stock based compensation of ~~$0.3~~$2.3 million, payroll and employee related ~~cost~~costs of ~~$0.4 million,~~$0.3, occupancy of ~~$0.1~~$0.2 million, taxes, licenses and ~~an increase in stock compensation~~permits of ~~$1.2~~$0.2 million.

Net other income of $~~0.6~~$1.0 million for the ~~six~~nine months ended~~June~~ September 30, 2023 includes a loss on investment of $~~8,000~~, $8,000, change in contingent consideration of $~~403,000~~,$775,000, other income of $~~9,000~~,$1,000, and an interest income of $~~199,000~~.$235,000. Net other income of $~~0.1~~$0.1 million for the ~~six~~nine months ended~~June~~ September 30, 2022 includes a ~~gain~~loss on investment of ~~$5,000,~~$6,000, other income of ~~$23,000,~~$27,000, and interest income of ~~$32,000.~~

$82,000.

Liquidity and Capital Resources

Six Months Ended June 30,
2023 2022
Net cash (used in) provided by
Operating activities $ (3,658,415) $ (1,870,884)
Investing activities (115,099) (5,336,011)
Financing activities (11,806,463) 33,911
$ (15,579,977) $ (7,172,984)

21

	Nine Months Ended September 30,
	2023			2022
Net cash (used in) provided by
Operating activities	$	(4,939,331	)	$	(2,676,131	)
Investing activities		2,165			(5,359,187	)
Financing activities		(11,986,893	)		12,873,087
	$	(16,924,059	)	$	4,837,769

Our net cash used in operating activities of approximately $~~3.7~~$4.9 million for the ~~six~~nine months ended~~June~~ September 30, 2023 resulted from a net loss of $~~4.6~~$7.6 million, offset by a non-cash adjustment of ~~$3.5~~$5.9 million and a net cash usage of $~~2.6~~$3.3 million from changes in operating assets and liabilities. Our net cash used in operating activities of $~~1.9~~$2.7 million for the ~~six~~nine months ended~~June~~ September 30, 2022 resulted from a net loss of ~~$2.7~~$4.7 million and a net cash ~~usage~~ of ~~$0.1~~$0.3 million ~~from~~provided by the changes in operating assets and liabilities, offset by a non-cash adjustment of ~~$0.9~~$1.7 million.

The net cash ~~used in~~provided by investing activities of $~~0.1~~ ~~million~~$2,000 for the ~~six~~nine months ended~~June~~ September 30, 2023 r~~esulted~~ resulted from collection on a note receivable and purchases of property and ~~equipment~~.equipment. The net cash used in investing activities of $~~5,336,000~~$5,359,000 for the ~~six~~nine months ended~~June~~ September 30, 2022 resulted from the acquisition of Mother ~~Earth's~~Earth’s Storehouse, collection of a note receivable, and purchases of property and ~~equipment~~equipment.

The net cash used in financing activities of $~~11.8~~approximately $12.0 million for the ~~six~~nine months ended~~June~~ September 30, 2023 is due to Series E Preferred Stock redemption and exercise, payment for deferred offering cost related with spin off, and principle payment on loan payable. The net cash provided by financing activities of $~~34,000~~$12.9 million for the ~~six~~nine months ended~~June~~ September 30, 2022is due to proceeds received from the Series E Preferred Stock sales and from proceeds received from line of credit.

At ~~June~~September 30, 2023 and December 31, 2022, we did not have any material financial guarantees or other contractual commitments with vendors that are reasonably likely to have an adverse effect on liquidity.

Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. Most of our cash is concentrated in one financial institution and is generally in excess of the FDIC insurance limit. The Company has not experienced any losses on its cash. The following table presents the Company’s cash position as of ~~June~~September 30, 2023 and December 31, 2022.

June 30, 2023 December 31, 2022
Cash $ 8,481,915 $ 22,911,892
Total assets $ 39,338,975 $ 55,255,030
Percentage of total assets 21.56% 41.47%

	September 30, 2023			December 31, 2022
Cash	$	7,137,833		$	22,911,892
Total assets	$	37,287,765		$	55,255,030
Percentage of total assets		19.14	%		41.47	%

The Company reported a net loss of $~~4.6~~$7.6 million for the ~~six~~nine months ended~~June~~ September 30, ~~2023~~.2023. The Company also had positive working capital of $~~6.3~~$4.3 million. The Company expects to continue incurring losses for the foreseeable future, but we do not believe there are any substantial doubts about the Company’s ability to continue as a going concern. The Company believes current cash on hand is sufficient to meet its obligations and capital requirements for at least the next twelve months from the date of filing. In the past, the Company financed its operations primarily through issuances of common stock and convertible preferred stock. However, we have no commitments to obtain such additional financing, and there can be no assurance that the Company will be able to raise the necessary funds to fund its operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements.

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2022 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our condensed consolidated financial statements.

Seasonality

We do not consider our business to be seasonal.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements including statements regarding retail expansion, the future demand for our products, the transition to vaporizer and other products, competition, the adequacy of our cash resources and our authorized Common Stock, and our continued ability to raise capital.

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 that could cause actual results to differ from those in the forward-looking statements include our future common stock price, the timing of future Series DE preferred stock ~~exercises~~conversions and stock sales, customer acceptance of our products, and proposed federal and state regulation. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

We are required to report under Section 404(a) of Sarbanes-Oxley regarding the effectiveness of our internal control over financial reporting.

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, did not carry out an evaluation on internal controls as of ~~June~~September 30, 2023 in regard to the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act. As an evaluation was not carried out, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, the Company’s Chief Executive Officer and Chief Financial Officer concluded that the Company’s internal control over financial reporting was ineffective as of ~~June~~September 30, 2023 and noted the material weaknesses as follows:

●

Failure to have properly documented and designed disclosure controls and procedures and testing of the operating effectiveness of our internal control over financial reporting.

	●
	●	Failure to perform periodic and year-end inventory observations in a timely manner and adequate controls to sufficiently perform required rollback procedures of inventory counts to the year-end.

	●
	●	Weakness around our purchase orders and inventory procedures,, inclusive of year-end physical inventory observation procedures as well as physical count procedures.

	●
	●	Segregation of duties due to lack of personnel.

	●
	●	Information technology general controls (ITGCs) were not designed effectively to ensure that appropriate access security controls, change management and data center and network operations ITGCs were in place.

Our management concluded that considering internal control deficiencies that, in the aggregate, rise to the level of material weaknesses, we did not maintain effective internal control over financial reporting as of ~~June~~September 30, 2023 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Planned Remediation

Management continues to work to improve its controls related to our material weaknesses listed above. In order to achieve the timely implementation of the controls over the above-mentioned weaknesses, management has commenced the following actions and will continue to assess additional opportunities for remediation on an ongoing ~~basis~~basis:

●

Continuing to increase headcount across the Company, with a particular focus on hiring individuals with strong internal control backgrounds and inventory expertise.

	●
	●	Increase third party physical inventory count and store level internal inventory count.

	●	Increasing its focus on the Company’s purchase order process in order to better manage inventory thereby improving cash management and ultimately leading to more reliable and precise financial reporting. The Company implemented an open to buy program by comparing purchases with sales to better control overall inventory purchases.

	●
	●	Using business intelligence to combine business analytics, data tools and infrastructure to help the Company quickly identify the issues in POS system and facilitate internal control over financial reporting. Developing dashboards for operation to monitor the margin at store level, department level and sku level.

	●	E~~stablishing~~
	●	Establishing policies and procedures in the IT area to mitigate data breach, unauthorized access, and address segregation of duties.

We are currently working to improve and simplify our internal processes and implement enhanced controls, as discussed above, to address the material weaknesses in our internal control over financial reporting and to remedy the ineffectiveness of our disclosure controls and procedures. These material weaknesses will not be considered to be remediated until the applicable remediated controls are operating for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Controls over Financing Reporting

Except as detailed above, during the ~~quarter~~three months ended ~~June~~September 30, 2023, there were no significant changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Two lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia. The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”. Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. On December 14, 2021, the Company filed a notice of appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. The appeal brief was filed on February 28, 2022.

On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000 in attorneys’ fees to be paid by the Company. HCMC appealed this ruling on June 22, 2022.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of ~~June~~September 30, 2023. With respect to legal costs, we record such costs as incurred.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS.

See the exhibits listed in the accompanying “Index to Exhibits.”

INDEX TO EXHIBITS

Exhibit

Incorporated by Reference

Filed or Furnished

No.

Exhibit Description

Form

~~Form~~

Date

~~Date~~

Number

~~Number~~

Herewith

31.1

Certification of Principal Executive Officer (302)

Filed

31.2

Certification of Principal Financial Officer (302)

Filed

32.1

Certification of Principal Executive Officer (906)

Furnished *

32.2

Certification of Principal Financial Officer (906)

Furnished *

101.INS

XBRL Instance Document

Filed

101.SCH

XBRL Taxonomy Extension Schema Document

Filed

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

Filed

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

Filed

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

Filed

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document

Filed

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Filed

*	This exhibit is being furnished rather than filed and shall not be deemed incorporated by reference into any filing, in accordance with Item 601 of Regulation S-K.

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.

	HEALTHIER CHOICES MANAGEMENT CORP.

Date: ~~July 24,~~November 13, 2023	By:	/s/ Jeffrey Holman
		Jeffrey Holman
		Chief Executive Officer

Date: ~~July 24,~~November 13, 2023	By:	/s/ John Ollet
		John Ollet
		Chief Financial Officer

		~~John Ollet~~
27		~~Chief Financial Officer~~


3800 North 28Th Way Hollywood, Florida		33020
~~Hollywood, Florida~~		~~33020~~
(Address of principal executive offices)		(Zip Code)

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

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, par value $0.0001 per share		HCMC		OTC Pink Marketplace

	PAGE

PART I FINANCIAL INFORMATION	1

ITEM 1. Financial Statements	1

Condensed Consolidated Balance Sheets as of ~~June~~September 30, 2023 (Unaudited) and December 31, 2022	1

Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (Unaudited)	2

Condensed Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders’ Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (Unaudited)	3

Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022 (Unaudited)	5

Notes to Condensed Consolidated Financial Statements (Unaudited)	6

ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	17

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk	2422

ITEM 4. Controls and Procedures	2422

PART II OTHER INFORMATION	2624

ITEM 1. Legal Proceedings	2624

ITEM 1A. Risk Factors	2725

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	2725

ITEM 3. Defaults Upon Senior Securities	2725

ITEM 4. Mine Safety Disclosures	2725

ITEM 5. Other Information	2725

ITEM 6. Exhibits	25

Signatures	27

Exhibit 31.1

Exhibit 31.2

Exhibit 32.1

Exhibit 32.2

	June 30, 2023 (Unaudited)		December 31, 2022
ASSETS
CURRENT ASSETS
Cash	$	8,481,915	$	22,911,892
Accounts receivable, net		92,649		55,815
Notes receivable		156,297		189,225
Inventories		3,765,070		3,817,192
Prepaid expenses and vendor deposits		826,611		322,182
Investment		1,371		9,771
Other current assets		1,004,809		1,224,171
Restricted cash		628,232		1,778,232
TOTAL CURRENT ASSETS		14,956,954		30,308,480

Property, plant, and equipment, net of accumulated depreciation		2,974,629		3,112,908
Intangible assets, net of accumulated amortization		4,544,332		5,005,511
Goodwill		5,747,000		5,747,000
Right of use asset – operating lease, net		10,634,634		10,604,935
Other assets		481,426		476,196

TOTAL ASSETS	$	39,338,975	$	55,255,030

LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	5,133,314	$	5,715,234
Contingent consideration		372,000		774,900
Contract liabilities		147,469		198,606
Line of credit		453,232		453,232
Current portion of loan payment		552,001		536,542
Operating lease liability, current		1,965,888		2,228,852
TOTAL CURRENT LIABILITIES		8,623,904		9,907,366

Loan payable, net of current portion		2,097,932		2,378,061
Operating lease liability, net of current		8,395,274		8,041,504
TOTAL LIABILITIES		19,117,110		20,326,931

COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)

CONVERTIBLE PREFERRED STOCK
Series E redeemable convertible preferred stock, $1,000 par value per share, 14,722 shares authorized, 1,944 shares and 14,722 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $1.9 million and $14.7 million as of June 30, 2023 and December 31, 2022, respectively		1,944,425		14,722,075
STOCKHOLDERS’ EQUITY
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively; aggregate liquidation preference of $0.8 million		800,000		800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 463,266,632,384 and 339,741,632,384 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively		46,326,663		33,974,163
Additional paid-in capital		19,324,774		29,045,802
Accumulated deficit		(48,173,997)		(43,613,941)
TOTAL STOCKHOLDERS’ EQUITY		18,277,440		20,206,024

TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS’ EQUITY	$	39,338,975	$	55,255,030

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2023		2022		2023		2022
SALES
Vapor sales, net	$	-	$	5,997	$	38	$	255,560
Grocery sales, net		13,574,896		6,126,063		27,134,602		10,925,053
TOTAL SALES, NET		13,574,896		6,132,060		27,134,640		11,180,613

Cost of sales vapor		-		562		653		112,246
Cost of sales grocery		8,493,213		3,800,625		17,137,913		6,764,980
GROSS PROFIT		5,081,683		2,330,873		9,996,074		4,303,387

OPERATING EXPENSES		8,261,343		3,699,273		15,158,780		7,026,693

LOSS FROM OPERATIONS		(3,179,660)		(1,368,400)		(5,162,706)		(2,723,306)

OTHER INCOME (EXPENSE)
(Loss) gain on investment		(3,943)		1,800		(8,400)		5,314
Change in contingent consideration		425,000		-		402,900		-
Other income, net		4,600		6,175		9,250		23,049
Interest income, net		101,248		14,910		198,900		31,513
Total other income (expense), net		526,905		22,885		602,650		59,876

NET LOSS	$	(2,652,755)	$	(1,345,515)	$	(4,560,056)	$	(2,663,430)

Induced conversions of preferred stock		(91,500)		-		(152,500)		-

Net loss attributable to common stockholders		(2,744,255)		-		(4,712,556)		-

NET LOSS PER SHARE-BASIC AND DILUTED	$	0.00	$	0.00	$	0.00	$	0.00

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED		353,854,819,196		339,741,632,384		347,796,604,758		339,741,632,384

	Series E Convertible Preferred Stock						Convertible Preferred Stock				Common Stock				Additional Paid-In			Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance – April 1, 2023		13,496		$	13,496,525			800	$	800,000		346,441,632,384	$	34,644,163	$	29,034,802		$	(45,521,242	)	$	18,957,723
Series E convertible preferred stock redeemed		(10,637	)		(10,637,100	)		-		-		-		-		22,222			-			22,222
Conversion of series E convertible preferred stock		(915	)		(915,000	)		-		-		9,150,000,000		915,000		-			-			915,000
Issuance of award stock		-			-			-		-		107,675,000,000		10,767,500		(10,767,500	)		-			-
Induced conversions of preferred stock		-			-			-		-		-		-		(91,500	)		-			(91,500	)
Stock-based compensation expense		-			-			-		-		-		-		1,126,750			-			1,126,750
Net loss		-			-			-		-		-		-		-			(2,652,755	)		(2,652,755	)
Balance – June 30, 2023		1,944		$	1,944,425			800	$	800,000		463,266,632,384	$	46,326,663	$	19,324,774		$	(48,173,997	)	$	18,277,440

	Six Months Ended June 30,
	2023		2022
OPERATING ACTIVITIES
Net loss	$	(4,560,056)	$	(2,663,430)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		747,485		422,078
Loss (gain) on investment		8,400		(5,314)
Amortization of right-of-use asset		1,063,591		377,216
Write-down of obsolete and slow-moving inventory		951,373		73,640
Stock-based compensation expense		1,176,750		-
Change in contingent consideration		(402,900)		-
Changes in operating assets and liabilities:
Accounts receivable		(36,834)		(2,157)
Inventories		(899,251)		(189,138)
Prepaid expenses and vendor deposits		(670,178)		212,226
Other current assets		219,362		-
Other assets		(5,230)		(33,941)
Accounts payable and accrued expenses		(197,306)		528,247
Contract liabilities		(51,137)		(249,700)
Lease liability		(1,002,484)		(340,611)
NET CASH USED IN OPERATING ACTIVITIES		(3,658,415)		(1,870,884)

INVESTING ACTIVITIES
Acquisition of Mother Earth’s Storehouse		-		(5,150,000)
Collection of note receivable		32,928		27,122
Purchases of property and equipment		(148,027)		(213,133)
NET CASH USED IN INVESTING ACTIVITIES		(115,099)		(5,336,011)

FINANCING ACTIVITIES
Proceeds from line of credit		-		35,196
Principal payments on loan payable		(264,670)		(1,285)
Payment of induced conversions of preferred stock		(152,500)		-
Payments for deferred offering costs		(218,865)		-
Payment for series E preferred stock redemption		(11,170,428)		-
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES		(11,806,463)		33,911

NET DECREASE IN CASH AND RESTRICTED CASH		(15,579,977)		(7,172,984)
CASH AND RESTRICTED CASH— BEGINNING OF PERIOD		24,690,124		26,496,404
CASH AND RESTRICTED CASH — END OF PERIOD	$	9,110,147	$	19,323,420

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for interest	$	87,008	$	2,910
Cash paid for income tax	$	-	$	-
NON-CASH INVESTING AND FINANCING ACTIVITIES
Issuance of common stock in connection with series E preferred stock conversion	$	1,585,000	$	-
Right-of-use assets obtained in exchange for operating lease liabilities	$	1,093,290	$	1,797,667
1% stated value reduction on preferred stock redemption	$	22,222	$	-
Non-cash deferred offering cost	$	384,614	$	-

	June 30, 2023				December 31, 2022
Total cash in excess of FDIC limits of $250,000		$	7,458,162			$	21,682,144

	June 30, 2023		June 30, 2022
Cash	$	8,481,915	$	19,323,420
Restricted cash		628,232		-
Total cash and restricted cash	$	9,110,147	$	19,323,420

	Three Months Ended June 30,						Six Months Ended June 30,
	2023			2022			2023			2022
Vapor	$	-		$	5,997		$	38		$	255,560
Grocery		13,574,896			6,126,063			27,134,602			10,925,053
Total revenue	$	13,574,896		$	6,132,060		$	27,134,640		$	11,180,613

Retail Vapor	$	-		$	5,997		$	-		$	255,560
Retail Grocery		12,017,526			5,478,523			24,067,596			9,756,535
Food service/restaurant		1,555,372			643,760			3,062,948			1,158,846
Online/eCommerce		1,998			3,780			4,096			9,672
Total revenue	$	13,574,896		$	6,132,060		$	27,134,640		$	11,180,613

Loss from operations-Vapor		(10,724	)		(15,495	)		(17,397	)		(34,462	)
(Loss) income from operations-Grocery		(185,923	)		146,114			(462,763	)		310,049
Corporate items		(2,983,013	)		(1,499,019	)		(4,682,546	)		(2,998,893	)
Total loss from operations	$	(3,179,660	)	$	(1,368,400	)	$	(5,162,706	)	$	(2,723,306	)

	Fair Market Value - Level 3
Balance as of March 31, 2023	$	797,000
Remeasurement		(425,000	)
Balance as of June 30, 2023	$	372,000

	For Three Months Ended June 30, 2022			For Six Months Ended June 30, 2022
Sales	$	13,875,928		$	27,032,375
Net loss	$	(1,769,171	)	$	(3,354,452	)

June 30, 2023	Useful Lives (Years)		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trade names		8-10 years	$	2,569,000	$	(876,036)	$	1,692,964
Customer relationships		4-6 years		2,669,000		(1,182,139)		1,486,861
Patents		10 years		384,665		(178,891)		205,774
Non-compete		4-5 years		1,602,000		(443,267)		1,158,733
Intangible assets, net			$	7,224,665	$	(2,680,333)	$	4,544,332

	~~PAGE~~

Years ending December 31,
2023 (remaining six months)	$	461,179
2024		922,358
2025		916,858
2026		838,877
2027		694,457
Thereafter		710,603
Total	$	4,544,332

	As of June 30,
	2023		2022
Preferred stock		20,694,000,000		1,250,000,000
Stock options		67,587,000,000		67,587,000,000
Restricted stock		5,500,000,000		-
Total		93,781,000,000		68,837,000,000