UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D. C. 20549

FORM 10-Q

☒ Quarterly report pursuant to Section 13 or15(d) of the Securities and Exchange Act of 1934

For the quarterly period ended June 30, 2024

☐ Transition report pursuant to Section 13 or 15(d) of the Exchange Act

For the transition period from                              to                             .

Commission File Number: 0-9376

INNOVATIVE FOOD HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Florida (State or Other Jurisdiction of Incorporation or Organization) 20-1167761 (IRS Employer I.D. No.)

9696 Bonita Beach Rd., Ste. 208, Bonita Springs, Florida 34135

(Address of Principal Executive Offices)

(239) 596-0204

(Registrant’s Telephone Number, Including Area Code)

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

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

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

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

(Check One):

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

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

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 49,717,941 shares of common stock outstanding as of August 9, 2024.

INNOVATIVE FOOD HOLDINGS, INC.

TABLE OF CONTENTS TO FORM 10-Q

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Consolidated Financial Statements (unaudited)	4
	Consolidated Balance Sheets	4
	Consolidated Statements of Operations	5
	Consolidated Statement of Stockholders’ Equity	6
	Consolidated Statements of Cash Flows	7
	Condensed Notes to the Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations (including cautionary statement)	27
Item 4.	Controls and Procedures	34
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	35
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 3.	Defaults Upon Senior Securities	35
Item 4.	Mine Safety Disclosures	35
Item 5.	Other Information	35
Item 6.	Exhibits	36
	Signatures	37

PART I. FINANCIAL INFORMATION

ITEM 1 - CONSOLIDATED FINANCIAL STATEMENTS

Innovative Food Holdings, Inc.

Consolidated Balance Sheets

	June 30,			December 31,
	2024			2023
	(unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	3,866,448		$	5,327,016
Accounts receivable, net		5,198,153			4,307,726
Inventory, net		2,762,071			2,973,134
Other current assets		299,424			287,528
Assets held for sale		5,941,933			649,884
Current assets - discontinued operations		20,284			95,861
Total current assets		18,088,313			13,641,149
Property and equipment, net		934,353			7,000,015
Right of use assets, operating leases, net		20,098			28,519
Right of use assets, finance leases, net		407,427			436,403
Tradenames and other unamortizable intangible assets		217,000			217,000
Total assets	$	19,667,191		$	21,323,086
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	3,222,324		$	6,252,951
Accrued separation costs, related parties, current portion		342,666			463,911
Accrued interest		89,990			95,942
Deferred revenue		1,440,803			1,312,837
Stock appreciation rights liability		786,768			255,020
Notes payable, net of discount - current portion		122,717			121,041
Lease liability - operating leases, current		15,927			17,131
Lease liability - finance leases, current		154,392			115,738
Current liabilities - discontinued operations		2,522			6,422
Total current liabilities		6,178,109			8,640,993
Note payable, net of discount		8,459,439			8,855,000
Accrued separation costs, related parties, non-current		624,359			791,025
Lease liability - operating leases, non-current		4,171			11,388
Lease liability - finance leases, non-current		85,771			219,266
Total liabilities		15,351,849			18,517,672
Commitments & Contingencies (see note 18)
Stockholders' equity
Common stock: $0.0001 par value; 500,000,000 shares authorized; 52,562,238 and 52,538,100 shares issued, and 49,717,941 and 49,714,929 shares outstanding at June 30, 2024 and December 31, 2023, respectively		5,251			5,251
Additional paid-in capital		42,950,189			42,762,811
Treasury stock: 2,644,297 and 2,623,171 shares outstanding at June 30, 2024 and December 31, 2023, respectively		(1,141,370	)		(1,141,370	)
Accumulated deficit		(37,498,728	)		(38,821,278	)
Total stockholders' equity		4,315,342			2,805,414
Total liabilities and stockholders' equity	$	19,667,191		$	21,323,086

See condensed notes to these unaudited consolidated financial statements.

4

Innovative Food Holdings, Inc.

Consolidated Statements of Operations

(unaudited)

	For the Three			For the Three			For the Six			For the Six
	Months Ended			Months Ended			Months Ended			Months Ended
	June 30,			June 30,			June 30,			June 30,
	2024			2023			2024			2023
Revenue	$	16,658,990		$	18,521,091		$	32,389,103		$	35,195,850
Cost of goods sold		12,691,567			14,034,137			24,587,366			26,934,746
Gross margin		3,967,423			4,486,954			7,801,737			8,261,104
Selling, general and administrative expenses		3,862,794			4,180,620			7,876,221			8,625,014
Separation costs - executive officers		-			-			-			1,945,650
Total operating expenses		3,862,794			4,180,620			7,876,221			10,570,664
Operating income (loss)		104,629			306,334			(74,484	)		(2,309,560	)
Other income (expense:)
Interest expense, net		(209,487	)		(209,640	)		(424,937	)		(382,361	)
Gain on sale of assets		-			-			1,807,516			-
Gain on sale of subsidiary		-			-			21,126			-
Other leasing income		1,900			1,900			3,800			3,800
Total other income (expense)		(207,587	)		(207,740	)		1,407,505			(378,561	)
Net income (loss) before taxes		(102,958	)		98,594			1,333,021			(2,688,121	)
Income tax expense		-			15,834			-			15,834
Net income (loss) from continuing operations	$	(102,958	)	$	82,760		$	1,333,021		$	(2,703,955	)
Net (loss) from discontinued operations		(366	)	$	(69,289	)	$	(10,471	)	$	(111,340	)
Consolidated net income (loss)	$	(103,324	)	$	13,471		$	1,322,550		$	(2,815,295	)
Net income (loss) per share from continuing operations - basic	$	(0.00	)	$	0.00		$	0.03		$	(0.06	)
Net income (loss) per share from continuing operations - diluted	$	(0.00	)	$	0.00		$	0.03		$	(0.06	)
Net (loss) per share from discontinued operations - basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Net (loss) per share from discontinued operations - diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding - basic		49,702,026			49,064,084			49,708,112			48,764,822
Weighted average shares outstanding - diluted		49,702,026			49,064,084			51,123,656			48,764,822

See condensed notes to these unaudited consolidated financial statements.

5

Innovative Food Holdings, Inc.

Consolidated Statements of Stockholders' Equity

Three and Six Months Ended June 30, 2024 and 2023

(unaudited)

	Common Stock				Common Stock to be issued						Additional Paid-in			Treasury Stock					Accumulated
	Amount		Value		Amount			Value			Capital			Amount		Value			Deficit			Total
Balance - March 31, 2023		50,569,327	$	5,052		832,214		$	83		$	42,367,472			2,623,171	$	(1,141,370	)	$	(37,294,892	)	$	3,936,345
Shares issued for compensation		-		-		15,106			2			4,998			-		-			-			5,000
Fair value of shares issued under equity incentive plan		-		-		-			-			67,803			-		-			-			67,803
Shares issued under severance agreement		400,000		40		-			-			167,960			-		-			-			168,000
Net income for the three months ended June 30, 2023		-		-		-			-			-			-		-			13,471			13,471
Balance - June 30, 2023		50,969,327	$	5,092		847,320		$	85		$	42,608,233			2,623,171	$	(1,141,370	)	$	(37,281,421	)	$	4,190,619
Balance - March 31, 2024		52,538,100		5,251		-			-			42,844,922			2,644,297		(1,141,372	)		(37,395,404	)		4,313,397
Fair value of shares under compensation plan		-		-		-			-			105,269			-		-			-			105,269
Shares issue for cashless exercise of options		24,138		2		-			-			(2	)		-		-			-			-
Net loss for the three months ended June 30, 2024		-		-		-			-			-			-		-			(103,324	)		(103,324	)
Balance - June 30, 2024		52,562,238	$	5,253		-			-			42,950,189			2,644,297		(1,141,372	)		(37,498,728	)		4,315,342
Balance - December 31, 2022		49,427,297	$	4,938		1,499,940		$	150		$	42,189,471			2,623,171	$	(1,141,370	)	$	(34,466,126	)	$	6,587,063
Shares issued for compensation		-		-		222,380			22			50,658			-		-			-			50,680
Shares issued to management and employees, previously accrued		875,000		87		(875,000	)		(87	)		-			-		-			-			-
Fair value of shares under compensation plan		-		-		-			-			88,002			-		-			-			88,002
Shares issued under severance agreement		400,000		40		-			-			167,960			-		-			-			168,000
Common stock issued for services		267,030		27		-			-			112,142			-		-			-			112,169
Net loss for the six months ended June 30, 2023		-		-		-			-			-			-		-			(2,815,295	)		(2,815,295	)
Balance - June 30, 2023		50,969,327	$	5,092		847,320		$	85		$	42,608,233			2,623,171	$	(1,141,370	)	$	(37,281,421	)	$	4,190,619
Balance - December 31, 2023		52,538,100		5,251		-			-			42,762,811			2,623,171		(1,141,370	)		(38,821,278	)		2,805,414
Shares returned to treasury from sale of subsidiary		-				-			-			(21,124	)		21,126		(2	)		-			(21,126	)
Fair value of shares under compensation plan		-		-		-			-			208,504			-		-			-			208,504
Shares issue for cashless exercise of options		24,138		2		-			-			(2	)		-		-			-			-
Net income for the six months ended June 30, 2024		-		-		-			-			-			-		-			1,322,550			1,322,550
Balance - June 30, 2024		52,562,238	$	5,253		-		$	-		$	42,950,189			2,644,297	$	(1,141,372	)	$	(37,498,728	)	$	4,315,342

See condensed notes to these unaudited consolidated financial statements.

6

Innovative Food Holdings, Inc.

Consolidated Statements of Cash Flows

(unaudited)

	For the Six			For the Six
	Months Ended			Months Ended
	June 30,			June 30,
	2024			2023
Cash flows used in operating activities:
Net income (loss)	$	1,322,550		$	(2,815,295	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Gain on disposition of asset		(1,807,516	)		-
Gain on sale of subsidiary		(21,126	)		-
Depreciation and amortization		168,562			286,869
Amortization of right of use asset		8,421			31,850
Amortization of discount on notes payable		2,568			729
Stock based compensation		208,504			250,851
Value of stock appreciation rights		531,748			(419	)
Provision for doubtful accounts		35,855			50,905
Changes in assets and liabilities:
Accounts receivable, net		(926,416	)		313,618
Inventory and other current assets, net		199,167			333,422
Accounts payable and accrued liabilities		(3,037,522	)		(1,303,268	)
Accrued separation costs - related parties		(287,911	)		1,476,482
Deferred revenue		128,319			(474,033	)
Operating lease liability		(8,421	)		(31,850	)
Net cash used in operating activities		(3,483,218	)		(1,880,139	)
Cash flows from investing activities:
Acquisition of property and equipment		(15,857	)		(32,473	)
Cash received from disposition of asset, net of loan payoff		2,101,185			-
Net cash provided by (used in) investing activities		2,085,328			(32,473	)
Cash flows from financing activities:
Cash received from notes payable, net of costs		-			3,285,588
Principal payments on debt		(43,548	)		-
Principal payments financing leases		(94,841	)		(99,942	)
Net cash provided by (used in) financing activities		(138,389	)		3,185,646
Decrease in cash and cash equivalents		(1,536,279	)		1,273,034
Cash and cash equivalents at beginning of period		5,422,335			4,899,398
Cash and cash equivalents at end of period - continuing operations	$	3,866,448		$	6,172,432
Cash and cash equivalents at end of period - discontinued operations	$	19,608
Cash and cash equivalents at end of period	$	3,886,056		$	6,172,432
Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest	$	456,062		$	342,081
Taxes	$	-		$	-
Non-cash investing and financing activities:
Reclassify fixed assets as held for sale	$	5,941,933		$	-
Debt to Fifth Third Bank paid directly by Maple Mark Bank	$	353,815		$	-
Issuance of common stock for severance agreement previously accrued	$	-		$	168,000
Issuance of stock for cashless exercise of options	$	2		$	-

See condensed notes to these unaudited consolidated financial statements.

7

INNOVATIVE FOOD HOLDINGS, INC.

CONDENSED NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2024

(Unaudited)

1. NATURE OF ACTIVITIES AND SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited interim consolidated financial statements include those of Innovative Food Holdings, Inc. and all of its wholly-owned subsidiaries (collectively, the “Company”) and have been prepared in accordance with generally accepted accounting principles pursuant to Regulation S-X of the Securities and Exchange Commission and with the instructions to Form 10-Q. Certain information and footnote disclosures normally included in audited consolidated financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Accordingly, these interim financial statements should be read in conjunction with the Company’s audited financial statements and related notes as contained in Form 10-K for the year ended December 31, 2023. In the opinion of management, the interim unaudited consolidated financial statements reflect all adjustments, including normal recurring adjustments, necessary for fair presentation of the interim periods presented. The results of the operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results of operations to be expected for the full year.

Business Activity

We provide difficult-to-find specialty foods primarily to both Professional Chefs through our relationships with producers, growers, makers and distributors of these products worldwide. The distribution of these products primarily originates from our two warehouses and those of our drop ship partners, and is driven by our proprietary technology platform. In addition, we provide value-added services through our team of food specialists and Chef Advisors who offer customer support, menu ideas, and preparation guidance.

Restructuring

During the fourth quarter of 2023 we made the decision to focus more on our Business to Business (B2B) activities and less on our Direct to Consumer (D2C) products. Our subsidiaries GROW and Oasis were sold effective December 29, 2023; Haley was sold effective February 26, 2024; and the activities of P Innovations will be abandoned. Our remaining D2C business, primarily operated within igourmet and Mouth, will be downsized. See note 2.

Discontinued Operations

Pursuant to the guidance of ASC 205-20 Presentation of Financial Statements – Discontinued Operations, the accounts of our discontinued entities GROW, Oasis, Haley, and P Innovations have been included in “Net loss from discontinued operations” in our consolidated statements of operations until such time as each entity are sold. Additionally, the assets and liabilities of these entities have been presented as discontinued operations in our consolidated balance sheets as of March 31, 2024 and December 31, 2023 until such time as each entity is sold. See Note 2.

Reclassifications

Certain amounts presented in the financial statements of the prior period have been reclassified to conform with the current period presentation of discontinued operations. See note 2.

Use of Estimates

The preparation of these unaudited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are allowances for doubtful accounts, allowances for slow moving & obsolete inventory, income taxes, intangible assets, operating and finance right of use assets and liabilities, and equity-based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future.

8

Concentrations of Credit Risk

Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash in investments with credit quality institutions. At times, such investments may be in excess of applicable government mandated insurance limit. The Company’s largest customer, U.S. Foods, Inc. and its affiliates, accounted for approximately 48% and 47% of total sales in the three months ended June 30, 2024 and 2023, respectively, and 49% and 47% of total sales in the six months ended June 30, 2024 and 2023, respectively.

The Company maintains cash balances in excess of Federal Deposit Insurance Corporation limits. At June 30, 2024 and December 31, 2023, the total cash in excess of these limits was $916,816 and $988,825, respectively.

Accounts Receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $82,336 and $46,477 at June 30, 2024 and December 31, 2023, respectively.

Leases

The Company accounts for leases in accordance with Financial Accounting Standards Board (“FASB”) ASC 842, “Leases”. The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within current and long-term liabilities.

ROU assets represent the right of use to an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term.

Revenue Recognition

The Company recognizes revenue upon product delivery. All of our products are shipped either same day or overnight or through longer shipping terms to the customer and the customer takes title to product and assumes risk and ownership of the product when it is delivered. Shipping charges to customers and sales taxes collectible from customers, if any, are included in revenues.

For revenue from product sales (i.e., specialty foodservice and e-commerce), the Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606 “Revenue from Contracts with Customers”. A five-step analysis must be met as outlined in Topic 606: (i) identify the contract with the customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations, and (v) recognize revenue when (or as) performance obligations are satisfied. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded. The Company defers any revenue for which the product has not been delivered or is subject to refund until such time that the Company and the customer jointly determine that the product has been delivered or no refund will be required.

Warehouse and logistic services revenue is primarily comprised of inventory management, order fulfilment and warehousing services. Warehouse & logistics services revenues are recognized at the point in time when the services are rendered to the customer.

9

Deferred Revenue

Certain customer arrangements in the Company’s business such as gift cards and e-commerce subscription purchases result in deferred revenues when cash payments are received in advance of performance. Gift cards issued by the Company generally have an expiration of five years from date of purchase. The Company records a liability for unredeemed gift cards and advance payments for monthly club memberships as cash is received, and the liability is reduced when the card is redeemed or product delivered.

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

Balance as of December 31, 2022	$	1,558,155
Cash payments received		215,346
Net sales recognized		(534,711	)
Balance as of March 31, 2023 (unaudited)	$	1,238,790

Cash payments received		361,151
Net sales recognized		(515,819	)
Balance as of June 30, 2023 (unaudited)	$	1,084,122

Balance as of December 31, 2023	$	1,312,837
Cash payments received		4,033,077
Net sales recognized		(4,117,978	)
Balance as of March 31, 2024 (unaudited)	$	1,227,936

Cash payments received		4,596,044
Net sales recognized		(4,383,177	)
Balance as of June 30, 2024 (unaudited)	$	1,440,803

Disaggregation of Revenue

The following table represents a disaggregation of revenue for the three months ended June 30, 2024 and 2023:

	Three Months Ended
	June 30,
	2024		2023
	(unaudited)		(unaudited)
Specialty Foodservice	$	15,354,697	$	16,045,427
E-Commerce		1,055,036		2,205,221
Logistics		249,257		270,443
Total	$	16,658,990	$	18,521,091

The following table represents a disaggregation of revenue for the six months ended June 30, 2024 and 2023:

	Six Months Ended
	June 30,
	2024		2023
	(unaudited)		(unaudited)
Specialty Foodservice	$	29,348,262	$	29,850,212
E-Commerce		2,583,373		4,826,626
Logistics		457,468		519,012
Total	$	32,389,103	$	35,195,850

10

Cost of goods sold

We have included in cost of goods sold all costs which are directly related to the generation of revenue. These costs include primarily the cost of food and raw materials, packing and handling, shipping, and delivery costs.

We have also included all payroll costs as cost of goods sold in our leasing and logistics services business.

Basic and Diluted Earnings Per Share

Basic net earnings per share is based on the weighted average number of shares outstanding during the period, while fully-diluted net earnings per share is based on the weighted average number of shares of common stock and potentially dilutive securities assumed to be outstanding during the period using the treasury stock method. Potentially dilutive securities consist of options and warrants to purchase common stock and shares issuable under executive compensation plan. Basic and diluted net loss per share is computed based on the weighted average number of shares of common stock outstanding during the period.

The Company uses the treasury stock method to calculate the impact of outstanding stock options and warrants. Stock options and warrants for which the exercise price exceeds the average market price over the period have an anti-dilutive effect on earnings per common share and, accordingly, are excluded from the calculation.

Dilutive shares at June 30, 2024:

Stock Options

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at June 30, 2024:

				Weighted
				Average
				Remaining
Exercise		Number of		Contractual
Price		Options		life (years)
$	1.00		50,000		1.50
$	1.25		130,000		2.00
$	1.75		130,000		2.00
			310,000		1.92

Restricted Stock Awards

At June 30, 2024, there are 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The fair value of these RSUs at the date of the grants will be charged to operations upon vesting. At June 30, 2024, none of these RSU were vested. There was no charge to operations for these RSUs during the three and six months ended June 30, 2024.

Stock-based Compensation

At June 30, 2024, there were a total of 3,910,534 shares of common stock potentially issuable to the Company’s executive officers pursuant to compensation plans and contingent upon the achievement of certain performance goals; see notes 15 and 16. Of these, 1,415,544 shares have vested and are included in fully-diluted shares outstanding during the six months ended June 30, 2024; 2,490,990 have not vested, and are excluded from the calculation of fully-diluted shares outstanding during the six months ended June 30, 2024. During the three and six months ended June 30, 2024, the amounts of $105,269 and $208,504, respectively, were charged to stock-based compensation.

11

Dilutive shares at June 30, 2023:

Stock Options

The following table summarizes the options outstanding and the related prices for the options to purchase shares of the Company’s common stock issued by the Company at June 30, 2023:

				Weighted
				Average
				Remaining
Exercise		Number		Contractual
Price		of Options		Life (years)
$	0.41		125,000		0.82
$	0.50		125,000		0.82
$	0.60		50,000		2.50
$	0.62		360,000		0.50
$	0.85		540,000		0.50
$	1.00		50,000		2.50
$	1.20		950,000		0.49
			2,200,000		0.62

Restricted Stock Awards

At June 30, 2023, there were 300,000 unvested restricted stock awards remaining from grants in a prior year. Those 300,000 restricted stock awards will vest as follows: 125,000 restricted stock awards will vest contingent upon the attainment of a stock price of $2.00 per share for 20 straight trading days, and an additional 175,000 restricted stock awards will vest contingent upon the attainment of a stock price of $3.00 per share for 20 straight trading days. The fair value of these RSUs at the date of the grants will be charged to operations upon vesting.

Stock-based Compensation

During the three months ended June 30, 2023, the Company incurred obligations to issue the following shares of common stock pursuant to employment agreements: An aggregate total of 15,106 shares of common stock with a market value of $5,000 were accrued for issuance to two board members; these restricted stock grants are being amortized over their vesting periods of one to three years. Also during the period, the amounts of $58,283 and $9,521 were charged to operations in connection with incentive stock plans for the Company’s Chief Executive Officer and Chief Operations Officer, respectively. During the three and six months ended June 30, 2023, the amounts of $72,804 and $250,851, respectively, were charged to stock-based compensation.

New Accounting Pronouncements

Management does not believe that any other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the accompanying consolidated financial statements.

2. DISCONTINUED OPERATIONS

During the fourth quarter of fiscal 2023, in connection with an analysis of the Company’s sales mix and profitability by service offering, management made the strategic decision to focus on the Company’s Business to Business (B2B) service offering and to allocate fewer resources to and in some cases to sell certain of the Company’s subsidiaries involved in our Direct to Consumer (D2C) service offerings. Pursuant to this strategy, on December 29, 2023, the Company completed the sales of its Grow and Oasis subsidiaries, and on February 26, 2024, the Company completed the sale of its Haley subsidiary (see note 3). In addition, the operations of P Innovations has been abandoned.

12

The following information presents the major classes of line item of assets and liabilities included as part of discontinued operations in the consolidated balance sheets:

	June 30,		December 31,
	2024		2023
Current assets - discontinued operations:	(unaudited)
Cash	$	19,608	$	95,319
Accounts receivable		635		501
Inventory		41		41
Other current assets		-		-
Total current assets - discontinued operations	$	20,284	$	95,861
Current liabilities - discontinued operations:
Accounts payable and accrued liabilities	$	-	$	986
Accrued payroll and related liabilities		-		3,267
Deferred revenue		2,522		2,169
Total current liabilities - discontinued operations	$	2,522	$	6,422

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

	Three Months Ended						Six Months Ended
	June 30,			June 30,			June 30,			June 30,
	2024			2023			2024			2023
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
Revenue	$	(65	)	$	312,230		$	24,791		$	632,671
Cost of goods sold		-			(6,273	)		(2,238	)		(14,353	)
Gross margin		(65	)		305,957			22,553			618,318
Selling, general, and administrative expenses		(301	)		(375,526	)		(33,024	)		(730,221	)
Interest income		-			280			-			563
Loss from discontinued operations, net of tax	$	(366	)	$	(69,289	)	$	(10,471	)	$	(111,340	)

There were no major classes of line items which constituted significant operating and investing cash flow activities in the consolidated statements of cash flows relating to discontinued operations.

3. SALE OF SUBSIDIARY

On February 26, 2024, the Company sold 100% of the equity interests in Haley Food Group, Inc., (“Haley”) for the return of 21,126 shares of the Company’s common stock held by the buyer. The Company Haley had no assets or liabilities at the time of the sale; the Company valued the 21,126 shares of common stock at the market price on the date of the acquisition of $1.00 per sale and recorded a gain in the amount of $21,126 on this transaction.

4. ACCOUNTS RECEIVABLE

At June 30, 2024 and December 31, 2023, accounts receivable consists of:

	June 30, 2024			December 31, 2023
	(unaudited)
Accounts receivable from customers	$	5,280,489		$	4,354,203
Allowance for doubtful accounts		(82,336	)		(46,477	)
Accounts receivable, net	$	5,198,153		$	4,307,726

During the three and six months ended June 30, 2024, the Company charged the amount of $12,973 and $35,855 to provision for doubtful accounts, respectively. During the three and six months ended June 30, 2023, the Company charged the amount of $46,239 and $50,905 to provision for doubtful accounts, respectively.

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5. INVENTORY

Inventory consists primarily of specialty food products. At June 30, 2024 and December 31, 2023, inventory consisted of the following:

	June 30, 2024		December 31, 2023
	(unaudited)
Finished goods inventory	$	2,762,071	$	2,973,134
Allowance for slow moving & obsolete inventory		-		-
Finished goods inventory, net	$	2,762,071	$	2,973,134

6. PROPERTY AND EQUIPMENT

A summary of property and equipment at June 30, 2024 and December 31, 2023 is as follows:

	June 30, 2024			December 31, 2023
	(unaudited)
Land	$	208,140		$	1,079,512
Building		711,410			6,571,496
Computer and Office Equipment		602,642			597,834
Warehouse Equipment		477,090			477,090
Furniture and Fixtures		944,674			940,960
Vehicles		58,353			58,353
Total before accumulated depreciation		3,002,309			9,725,245
Less: accumulated depreciation		(2,067,956	)		(2,725,230	)
Total	$	934,353		$	7,000,015

Depreciation expense for property and equipment amounted to $53,366 and $97,671 for the three months ended June 30, 2024 and 2023, respectively and $125,525 and $199,247 for the six months ended June 30, 2024 and 2023, respectively. Depreciation expense for property and equipment is recorded in selling, general & administrating expenses on the Company’s statement of operations. During the six months ended June 30, 2024 and 2023, the Company acquired property and equipment in the amount of $15,857 and $32,473, respectively.

7. PROPERTY AND EQUIPMENT CLASSIFIED AS HELD FOR SALE

Assets held for sale include the net book value of property and equipment the Company plans to sell within the next year. Long lived assets that meet the criteria are held for sale and reported at the lower of their carrying value or fair value less estimated cost to sell.

As of December 31, 2023, the Company classified the land, building, leasehold improvements, and certain equipment located at 28411 Race Track Road, Bonita Springs, Florida, 34135 (the “Race Track Road Property”) as held for sale. On February 14, 2024, the Company finalized the sale of the Race Track Road Property for cash in the amount of $2,455,000. The Company recorded a gain on the sale in the amount of $1,807,516. Proceeds of the sale in the amount of $353,815 were used to pay the mortgage and accrued interest on the Race Track Road Property. Total expenses related to the sale $165,755, including a commission of $147,300, state taxes of $17,185, and closing fees of $1,270.

As of June 30, 2024, the Company classified the land and building located at 220 Oak Hill Road, Mountain Top, Pennsylvania, as held for sale.

The net book value of these assets consisted of the following at June 30, 2024 and December 31, 2023:

	June 30,		December 31,
	2024		2023
	(unaudited)
Land	$	871,372	$	177,383
Building		5,070,561		431,147
Furniture, fixtures, and equipment				41,314
Total	$	5,941,933	$	649,844

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8. RIGHT OF USE (“ROU”) ASSETS AND LEASE LIABILITIES – OPERATING LEASES

The Company has operating leases for offices, warehouses, vehicles, and office equipment. The Company’s leases have remaining lease terms of 1 year to 3 years, some of which include options to extend.

The Company’s lease expense for the three months ended June 30, 2024 and 2023 was entirely comprised of operating leases and amounted to $4,633 and $17,746, respectively. The Company’s lease expense for the six months ended June 30, 2024 and 2023 was entirely comprised of operating leases and amounted to $9,266 and $36,536, respectively.

The Company’s ROU asset amortization for the three months ended June 30, 2024 and 2023 was $4,175 and $16,314, respectively. The Company’s ROU asset amortization for the six months ended June 30, 2024 and 2023 was $8,421 and $31,850, respectively. The difference between the lease expense and the associated ROU asset amortization consists of interest.

Right of use assets – operating leases are summarized below:

	June 30, 2024		December 31, 2023
	(unaudited)
Warehouse equipment	$	15,027	$	21,869
Office equipment		5,071		6,650
Right of use assets, net	$	20,098	$	28,519

Operating lease liabilities are summarized below:

	June 30, 2024			December 31, 2023
	(unaudited)
Warehouse equipment	$	15,027		$	21,869
Office equipment		5,071			6,650
Lease liability	$	20,098		$	28,519
Less: current portion		(15,927	)		(17,131	)
Lease liability, non-current	$	4,171		$	11,388

Maturity analysis under these lease agreements are as follows:

For the period ended June 30, 2025	$	18,529
For the period ended June 30, 2026		2,418
Total	$	20,947
Less: Present value discount		(849	)
Lease liability	$	20,098

9. RIGHT OF USE ASSETS – FINANCING LEASES

The Company has financing leases for vehicles and warehouse equipment. Right of use asset – financing leases are summarized below:

	June 30, 2024			December 31, 2023
	(unaudited)
Vehicles	$	404,858		$	404,858
Warehouse Equipment		555,416			555,416
Total before accumulated depreciation		960,274			960,274
Less: accumulated depreciation		(552,847	)		(523,871	)
Total	$	407,427		$	436,403

Depreciation expense related to right of use assets for the three months ended June 30, 2024 and 2023 was $4,061 and $33,480, respectively. Depreciation expense related to right of use assets for the six months ended June 30, 2024 and 2023 was $28,976 and $66,960, respectively.

15

Financing lease liabilities are summarized below:

	June 30, 2024		December 31, 2023
	(unaudited)
Financing lease obligation under a lease agreement for a forklift dated July 12, 2021 in the original amount of $16,070 payable in thirty-six monthly installments of $489 including interest at the rate of 6.01%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $1,453 and $15, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $2,884 and $51, respectively.	$	-	$	2,884
Financing lease obligation under a lease agreement for a pallet truck dated July 15, 2021 in the original amount of $5,816 payable in thirty-six monthly installments of $177 including interest at the rate of 6.01%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $526 and $5, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $1,044 and $18, respectively.	$	-	$	1,044
Financing lease obligation under a lease agreement for warehouse furniture and equipment truck dated October 14, 2020 in the original amount of $514,173 payable in sixty monthly installments of $9,942 including interest at the rate of 6.01%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $27,399 and $2,427, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $54,385 and $5,261, respectively.	$	143,322	$	197,707
Financing lease obligation under a lease agreement for a truck dated March 31, 2020 in the original amount of $152,548 payable in eighty-four monthly installments of $2,188 including interest at the rate of 5.44%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $5,628 and $936, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $11,182 and $1,948, respectively.	$	65,036	$	76,218
Financing lease obligation under a lease agreement for a truck dated November 5, 2018 in the original amount of $128,587 payable in seventy monthly installments of $2,326 including interest at the rate of 8.33%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $6,789 and $190, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $13,432 and $520, respectively.	$	4,603	$	18,035
Financing lease obligation under a lease agreement for a truck dated August 23, 2019 in the original amount of $80,413 payable in eighty-four monthly installments of $1,148 including interest at the rate of 5.0%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $3,078 and $366, respectively; during the six months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amount of $6,120 and $770, respectively.	$	27,202	$	33,322

16

	June 30, 2024		December 31, 2023
	(unaudited)
Financing lease obligation under a lease agreement for a truck dated February 4, 2022 in the original amount of $42,500 payable in twenty-four monthly installments of $1,963 including interest at the rate of 10.1%. During the three months ended June 30, 2024, the Company made principal and interest payments on this lease obligation in the amounts of $0 and $0, respectively. This lease obligation is fully paid as of June 30, 2024.	$	-	$	5,794
Total	$	240,163	$	335,004
Current portion	$	154,392	$	115,738
Long-term maturities		85,771		219,266
Total	$	240,163	$	335,004

There was no accrued interest on financing leases at June 30, 2024 and December 31, 2023.

Aggregate maturities of lease liabilities:

For the twelve months ended June 30,

2025	$	154,392
2026		67,475
2027		18,296
Total	$	240,163

10. INTANGIBLE ASSETS

The Company acquired certain intangible assets pursuant to the acquisitions of Artisan, igourmet, and Mouth. These assets include non-compete agreements, customer relationships, trade names, internally developed technology, and goodwill. The Company has also capitalized the development of its website.

Other Non-Amortizable Intangible Assets

Other non-amortizable intangible assets consist of $217,000 of trade names held by Artisan. The Company followed the guidance of ASC 360 “Property, Plant, and Equipment” (“ASC 360”) in assessing these assets for impairment. ASC 360 states that impairment testing should be completed whenever events or changes in circumstances indicate the asset’s carrying value may not be recoverable. In management’s judgment there are no indications that the carrying value of these trade names may not be recoverable, and it determined that impairment testing was not required.

The Company acquired certain intangible assets pursuant to the acquisitions through Artisan. The following is the net book value of these assets:

	June 30, 2024 (unaudited)
			Accumulated
	Gross		Amortization		Net
Trade Names	$	217,000	$	-	$	217,000

	December 31, 2023
			Accumulated
	Cost		Amortization		Net
Total Trade Names	$	217,000	$	-	$	217,000

Total amortization expense for the three and six months ended June 30, 2024 and 2023 was $0.

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11. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities at June 30, 2024 and December 31, 2023 are as follows:

	June 30, 2024		December 31, 2023
	(unaudited)
Trade payables and accrued liabilities	$	3,049,201	$	6,046,396
Accrued payroll and commissions		173,123		206,555
Total	$	3,222,324	$	6,252,951

12. ACCRUED SEPARATION COSTS – RELATED PARTIES

On February 3, 2023, the Company entered into a Severance Note, an Agreement and General Release, and a Side Letter thereto with Sam Klepfish (the “SK Agreements”), its prior CEO and a current board member. The SK Agreements provide, among other things, for Mr. Kelpfish’s resignation from all positions with the Company and its subsidiaries on February 28, 2023, except that Mr. Klepfish will remain a director and member of the board of the Company, confidentiality and non-disparagement conditions, nomination of Mr. Klepfish for future election to the board of directors at least through the 2024 general meeting of shareholders based on certain minimum stock ownership and Board Observer rights when Mr. Klepfish is no longer a director but maintains certain minimum agreed upon stock ownership. The payment terms are $250,000 upon effectiveness and an additional $1,000,000 payable in weekly payments of $6,410.26 from March 8, 2023 through March 6, 2026. The $250,000 was paid into an escrow account with the requirement that they are released to Mr. Klepfish on his separation date. The $1,000,000 portion is in the form of an unsecured, non-interest bearing note payable to Mr. Klepfish. The SK Agreements also call for the delivery of 400,000 shares of the Company’s common stock valued at $168,000 based upon the closing price of the Company’s common stock on Mr. Klepfish’s separation date of February 28, 2023; in addition, for delivery on June 1, 2027 of additional shares of the Company’s common stock equal to the greater of (i) the number of shares with an aggregate fair market value of $400,000 on such date, or (ii) 266,666 shares. The Company also agreed to pay a total of $1,199 of Cobra insurance costs on behalf of Mr. Klepfish over eighteen months. The total amount accrued in connection with the SK Agreements was $1,819,199.

On February 28, 2023, the Company entered into a separation agreement (the “Wiernasz Separation Agreement”) with Justin Wiernasz, a director and previous Director of Strategic Acquisitions. Pursuant to the Wiernasz Separation Agreement, the Company agreed to a payment of $100,000 in cash as follows: $33,333 upon execution of the agreement, $33,333 on March 15, 2023, and $33,334 on April 15, 2023. The Company also agreed to make the Cobra insurance payments on behalf of Mr. Wiernasz in the amount of $2,548 per month for twelve months with a maximum of $26,451. The total amount accrued in connection with the Wiernasz Separation Agreement was $126,451.

On February 6, 2024, the Company entered into a separation agreement with Richard Tang, its Chief Financial Officer (the “Tang Separation Agreement”) effective as of December 31, 2023. Pursuant to the Tang Separation Agreement, the Company will pay to Mr. Tang, in equal installments over a five month period, the gross sum of $113,918. In addition, Mr. Tang may submit for reimbursement up to $4,000 of legal expenses connected with the review of this separation agreement. The severance payment will be made in the following installments: (i) $25,890 to be paid the week of March 4, 2024; (ii) $5,178 to be paid each successive week for seventeen weeks beginning the week of March 11, 2024, until the Severance Payment is completed. In addition, if Tang timely elects to continue his group health insurance benefits under the Consolidated Omnibus Reconciliation Act (“COBRA”), the Company will reimburse Tang’s group health insurance premiums (“COBRA Premiums”) for the lesser of: (a) the period of time Employee is eligible to continue his group health insurance benefits under COBRA and (b) the five-month period immediately following the Separation Date. Reimbursements will be paid within thirty days of when Tang submits a request for reimbursement and supporting documentation.

During the three and six months ended June 30, 2024, the Company paid cash in the amount of $83,333 and $166,667, respectively, to Mr. Klepfish in connection with the SK Agreements.

During the three and six months ended June 30, 2024, the Company made the following payments in connection with the Wiernasz Separation Agreement: The Company made Cobra payments on behalf of Mr. Weirnasz in the amount of $0 and $967. Respectively.

During the three and six months ended June 30, 2024, the Company made the following payments in connection with the Tang Separation agreement: The Company paid cash to Mr. Tang in the amount of $67,315 and $108,740, respectively, Cobra payments on behalf of Mr. Tang in the amount of $8,654 and $11,539, respectively.

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The following table represents the amounts accrued, paid, and outstanding on these agreements as of June 30, 2024:

	Total		Paid / Issued			Balance		Current		Non-current
Mr. Klepfish:
Cash – through March 6, 2026	$	1,000,000	$	(442,308	)	$	557,692	$	333,333	$	224,359
Cash - upon agreement execution		250,000		(250,000	)		-		-		-
Stock - June 1, 2027		400,000		-			400,000		-		400,000
Stock - Issued in April 2023		168,000		(168,000	)		-		-		-
Cobra - over eighteen months		1,199		-			1,199		1,199		-
Total – Mr. Klepfish	$	1,819,199	$	(860,308	)	$	958,891	$	334,532	$	624,359
Mr. Wiernasz:
Cash - three equal payments	$	100,000	$	(100,000	)	$	-	$	-	$	-
Cobra - over eighteen months		26,451		(26,451	)		-		-		-
Total - Mr. Wiernasz	$	126,451	$	(126,451	)	$	-	$	-	$	-
Mr. Tang:
Cash – over seventeen weeks	$	113,918	$	(108,740	)	$	5,178	$	5,178	$	-
Cobra - over five months		14,495		(11,539	)		2,956		2,956		-
Total - Mr. Tang	$	128,413	$	(120,279	)	$	8,134	$	8,134	$	-
Total Company	$	2,074,063	$	(1,107,038	)	$	967,025	$	342,666	$	624,359

13. STOCK APPRECIATION RIGHTS LIABILITY

Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. See note 15. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense.

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

May 15, 2023 - fair value	$	9,794
(Gain) Loss on revaluation		245,226
December 31, 2023 -fair value	$	255,020
(Gain) Loss on revaluation		118,898
March 31, 2024 - fair value	$	373,918
(Gain) Loss on revaluation		412,850
June 30, 2024 - fair value	$	786,768

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14. NOTES PAYABLE

	June 30, 2024		December 31, 2023
	(unaudited)
On June 13, 2023, the Company entered into a term loan with MapleMark Bank (the “MapleMark Term Loan 3”) in the amount of $9,057,840. Principal and interest due on the MapleMark Term Loan 1 in the amounts of $5,324,733 and $61,715, respectively, were paid with proceeds of the MapleMark Term Loan 3. The MapleMark Term Loan 3 is payable in monthly installments of $80,025 commencing July 1, 2023 and continuing through June 13, 2048. Amounts outstanding under the Maple Mark Term Loan 3 will bear interest at the rate equal to the lesser of (a) the Maximum Lawful Rate, or (b) the greater of (i) WSJP (the “Prime Rate” as published by The Wall Street Journal) plus 1.25% per annum or (ii) 4.50% per annum. At June 30, 2024, the interest rate was 9.50%. The MapleMark Term Loan 3 matures on June 13, 2048. The MapleMark Term Loan 3 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company created a discount on the MapleMark Term Loan 3 for costs in the amount of $385,803 which will be amortized over the life of the loan. During the three and six months ended June 30, 2024, the Company amortized $1,284 and $2,568 of these costs, respectively, to interest expense. During the three and six months ended June 30, 2024, the Company made principal payments and interest payments in the amount of $20,839 and $43,548, respectively, on this loan. At June 30, 2024, accrued interest on this note was $72,655.	$	8,942,094	$	8,985,642

20

	June 30, 2024		December 31, 2023
	(unaudited)
On June 6, 2022, the Company entered into a term loan agreement with MapleMark (the “MapleMark Term Loan 2”) for the original amount of $356,800. This amount was paid by MapleMark directly to Fifth Third Bank in satisfaction of the outstanding principal and interest due under existing loans with Fifth Third Bank. The MapleMark Term Loan 2 originally matured on May 27, 2023. On June 9, 2023, the USDA approved the Guarantee of MapleMark Term Loan 1 which allowed the Company to extend the term of the MapleMark Term Loan 2 from May 27, 2023 to May 27, 2033 with monthly payments in the amount of approximately $2,311 commencing July 1, 2023 and continuing through June 1, 2033. On July 1, 2033, a final payment in the amount of approximately $303,536 will be due on the MapleMark Term Loan 2. The MapleMark Term Loan 2 contains negative covenants that, subject to certain exceptions, limits the ability of the Company and its subsidiaries to, among other things, incur additional indebtedness, make restricted payments, pledge their assets as security, make investments, loans, advances, guarantees and acquisitions, undergo fundamental changes and enter into transactions with affiliates. The Term Loan Agreements also provides that the Company and its subsidiaries on a consolidated basis, meet a Fixed Charge Coverage Ratio as described in detail in the Loan Agreements. The Term Loan Agreements contain events of default that are customary for a facility of this nature, including (subject in certain cases to grace periods and thresholds) nonpayment of principal, nonpayment of interest, fees or other amounts, material inaccuracy of representations and warranties, violation of covenants, cross-default to certain other existing indebtedness, bankruptcy or insolvency events, and certain judgment defaults as specified in the Term Loan Agreements. If an event of default occurs, the maturity of the amounts owed under the Term Loan Agreements may be accelerated. The obligations under the Term Loan Agreements are guaranteed by the Company and IFP and are secured by mortgages on their real estate located in Florida, Illinois, and Pennsylvania and substantially all of their assets, in each case, subject to certain exceptions and permitted liens. The Company recorded a discount to this loan in the amount of $23,367 in connection with financing costs which was amortized to interest expense during the year ended December 31, 2022. On February 14, 2024, The Company sold its Race Track Road Facility in Bonita Springs, Florida, which had been pledged as security for the MapleMark Term Loan 2 (see note 7). Proceeds from the sale in the amount of $352,905 and $910 were used to pay the remaining principal and interest, respectively, on the MapleMark Term Loan 2. At June 30, 2024, there are no amounts due under the MapleMark Term Loan 2.	$	-	$	352,905
A note payable in the amount of $20,000. The Note was due in January 2006 and the Company is currently accruing interest on this note at 1.9%. During the three and six months ended June 30, 2024, the Company accrued interest in the amount of $96 and $192, respectively, on this note. At June 30, 2024, accrued interest on this note was $18,674.	$	20,000	$	20,000

Total	$	8,962,094		$	9,358,547
Discount		(379,938	)		(382,506	)
Net of discount	$	8,582,156		$	8,976,041
Current portion	$	122,717		$	121,041
Long-term maturities, net of discount		8,459,439			8,855,000
Total	$	8,582,156		$	8,976,041

There was a total of $91,329 and $95,942 accrued interest on notes payable at June 30, 2024 and December 31, 2023, respectively.

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Aggregate maturities of notes payable as of June 30, 2024 are as follows:

For the period ended June 30,

2025	$	122,717
2026		113,267
2027		124,900
2028		137,728
2029		151,874
Thereafter		8,311,608
Total	$	8,962,094

15. EQUITY

Common Stock

As of June 30, 2024, total common stock issued and outstanding was 52,562,238 and 49,717,941, respectively. As of December 31, 2023, total common stock issued and outstanding was 52,538,100 and 49,714,929, respectively. At June 30, 2024 and December 31, 2023, a total of 2,844,297 and 2,823,171 shares of common stock, respectively, were deemed issued but not outstanding.

For the six months ended June 30, 2024:

On February 26, 2024, the Company sold 100% of the equity interests in Haley for the return of 21,126 shares of the Company’s common stock held by the buyer (see note 3). The Company Haley had no assets of liabilities at the time of the sale; the Company valued the 21,126 shares of common stock at the market price on the date of the acquisition of $1.00 per sale and recorded a gain in the amount of $21,126 on this transaction.

On May 30, 2024, the Company issued a net amount of 24,138 shares of common stock pursuant to the cashless exercise of 50,000 options at an exercise price of $0.60 per shares. There was no gain or loss on this transaction because the shares were issued at the fair value of $1.16 per share.

For the six months ended June 30, 2023:

On February 1, 2023, the Company issued 875,000 shares of common stock, net of 207,839 shares withheld for income taxes, to its previous Chief Executive Officer compensation. These shares were previously accrued and were carried on the Company’s balance sheet as common stock to be issued.

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

On March 31, 2023, the Company accrued the issuance of 207,274 shares of common stock with a value of $45,680 to its then officers and directors for compensation. These shares were recorded to common stock to be issued.

On April 26, 2023, the Company issued 400,000 shares of common stock to the previous Chief Executive Officer pursuant to the SK Agreements. See note 16.

On June 30, 2023, the Company accrued the issuance of 15,106 shares of common stock with a value of $5,000 to two directors for compensation. These shares were recorded to common stock to be issued.

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Share based executive compensation plans

CEO Stock Plan

On February 3, 2023, the Company entered into an employment agreement with Bill Bennett to become the Company’s CEO. On November 3, 2023, the Company recognized that the hiring of Mr. Bennett was protracted, and the original employment agreement calculated the number of Shares to be granted in connection with the Executive Compensation Plan on the basis of the number of Shares outstanding as of October 2022, which did not take into consideration the number of shares that were issued to a departing executive and to certain other employees of the Company thereafter. Accordingly, the number of shares issuable to Mr. Bennett at each price target was adjusted, effective as of the original date of the plan. Pursuant to this agreement, Mr. Bennett was provided with an incentive compensation plan (the “CEO Stock Plan”) whereby Mr. Bennett would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below:

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.60		2.00	%		975,133
$	0.80		1.50	%		731,350
$	1.00		1.00	%		487,567
$	1.20		0.75	%		365,675
$	1.40		0.75	%		365,675
$	1.60		0.50	%		243,783
$	1.80		0.50	%		243,783
$	2.00		0.50	%		243,783

The value of the plan was determined to be $660,541. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 34 months. During the three months and six months ended June 30, 2024, the amounts of $58,283 and $116,566, respectively, were charged to operations pursuant to the CEO Stock Plan.

On November 7, 2023, the Company issued 678,302 shares of common stock, net of 296,831 shares withheld for income tax purposes, to its Chief Executive Officer pursuant the achievement of the $0.60 price target in the CEO Stock Plan.

On March 19, 2024, 731,350 shares of common stock vested pursuant to the achievement of the $0.80 price target. These shares have not been issued as of June 30, 2024.

On May 28, 2024, 487,567 shares of common stock vested pursuant to the achievement of the $1.00 price target. These shares have not been issued as of June 30, 2024.

COO Stock Plan

On April 14, 2023, the Company entered into an employment agreement with Brady Smallwood to become the Company’s COO effective May 15, 2023. Pursuant to this agreement, Mr. Smallwood was provided with an incentive compensation plan (the “COO Stock Plan”) whereby Mr. Smallwood would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below:

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	0.87		0.40	%		196,627
$	1.16		0.30	%		147,470
$	1.45		0.20	%		98,313
$	1.74		0.15	%		73,735
$	2.03		0.15	%		73,735
$	2.32		0.10	%		49,157
$	2.61		0.10	%		49,157
$	2.90		0.10	%		49,157

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The value of the plan was determined to be $199,951. This amount will be recorded as a charge to additional paid-in capital on a straight-line basis over 31.5 months. During the three and six months ended June 30, 2024, the amounts of $19,043 and $38,086, respectively were charged to operations pursuant to the COO Stock Plan.

On April 17, 2024, 196,627 shares of common stock vested pursuant to the achievement of the $0.87 price target. These shares have not been issued as of June 30, 2024.

CFO Stock Plan

On December 29, 2023, the Company entered into an employment agreement with Gary Schubert to become the Company’s CFO effective January 1, 2024. Pursuant to this agreement, Mr. Schubert was provided with an incentive compensation plan (the “CFO Stock Plan”) whereby Mr. Schubert would be granted shares of the Company’s common stock upon the common stock meeting certain price points at various 60-day volume weighted prices, as described below:

		Number of Shares Granted - Lower of:
Stock		Number of Shares Issued			Maximum
Price		and Outstanding on			Number of
Target		Grant Date Multiplied by:			Shares
$	1.23		0.40	%		131,085
$	1.63		0.30	%		98,313
$	2.04		0.20	%		65,542
$	2.45		0.15	%		49,157
$	2.86		0.15	%		49,157
$	3.27		0.10	%		32,771
$	3.68		0.10	%		32,771
$	4.08		0.10	%		32,771

The CFO Stock Plan had a fair value of $238,747 at inception (see “Stock Plan Valuation” section below). This amount will be amortized over the 30-month life of the plan beginning January 1, 2024. During the three and six months ended June 30, 2024, the amounts of $23,875 and $47,750, respectively, were charged to operations pursuant to the CFO Stock Plan. At June 30, 2024, none of the price targets under the CFO Stock Plan have been achieved.

The Company relied upon the guidance of Statement of Financial Account Standards No. 718 Compensation – Stock Compensation (“ASC 718”) in accounting for the CEO, COO, and CFO Stock Plans. A Monte Carlo market-based performance stock awards model was used in valuing the plan, with the following assumptions:

● The stock price for each trading day would fluctuate with an estimated projected volatility using a normal distribution. The stock price of the underlying instrument is modeled such that it follows a geometric Brownian motion with constant drift and volatility.

● The Company would award the stock upon triggering the thresholds.

● Annual attrition or forfeiture rates (i.e., pre–vesting forfeiture assumption) are assumed to be zero given the Holder’s position with the Company.

● No Projected capital events were included in the adjustments to the shares issued and outstanding in the projected simulations.

● Awards/Payouts were discounted at the risk–free rate.

The CEO, COO, and CFO Stock Plans were valued utilizing the following:

	December 31, 2023
Volatility		103.9%-113.7	%
Dividends	$	0
Risk-free interest rates		4.45%-4.45	%
Remaining expected term (years)		2.63-2.91

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Stock Appreciation Rights

Effective May 15, 2023, the Company issued 1,500,000 stock appreciation rights (the “Smallwood SARs”) to Brady Smallwood, its Chief Operating Officer. The Smallwood SARs vest upon issuance, and expire on December 31, 2026; 750,000 of the Smallwood SARs are priced at $1.50 per share, and 750,000 are priced at $2.00 per share. It is the Company’s intention to settle the Smallwood SARs in cash if the stock price exceeds the $1.50 and $2.00 per share price prior to the expiration date. The Smallwood SARs were valued utilizing the Black-Scholes valuation model, and had an aggregate fair value of $9,794 upon issuance; this amount was charged to operations and credited to stock appreciation rights liability. The Smallwood SARs are revalued each quarter, and any gain or loss in the fair value is charged to non-cash compensation expense. At June 30, 2024, the Smallwood SARs had a fair value of $786,768; the increase in fair value in the amount $412,850 and $531,478 during the three and six months ended June 30, 2024, respectively, was charged to non-cash compensation. See note 13.

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

	June 30,			December 31,
	2024			2023
Volatility		86.58-121.30	%		45.0-53.3	%
Dividends	$	-		$	-
Risk-free interest rates		4.59-4.74	%		3.67-4.87	%
Remaining expected term (years)		2.50-2.75			2.63-2.51

Options

The following table summarizes the options outstanding at June 30, 2024 and the related prices for the options to purchase shares of the Company’s common stock issued by the Company:

						Weighted				Weighted
				Weighted		average				average
				Average		exercise				exercise
Range of		Number of		Remaining		price of		Number of		price of
exercise		Options		Contractual		outstanding		Options		exercisable
Prices		Outstanding		life (years)		Options		Exercisable		Options
$	1.00		50,000		1.75	$	1.00		50,000	$	1.00
$	1.25		130,000		2.25	$	1.25		16,250	$	1.25
$	1.75		130,000		2.25	$	1.75		16,250	$	1.75
			310,000		1.27	$	1.42		82,500	$	1.20

Transactions involving stock options are summarized as follows:

	Number of Shares			Weighted Average Exercise Price
Options outstanding at December 31, 2023		350,000		$	0.55
Granted		260,000		$	1.50
Exercised		(50,000	)	$	0.60
Cancelled / Expired		(250,000	)	$	0.46
Options outstanding at June 30, 2024 (unaudited)		310,000		$	1.42
Options exercisable at June 30, 2024 (unaudited)		82,500		$	1.20

Aggregate intrinsic value of options outstanding and exercisable at June 30, 2024 was $11,000. Aggregate intrinsic value represents the difference between the Company’s closing stock price on the last trading day of the fiscal period, which was $1.22 at June 30, 2024, and the exercise price multiplied by the number of options outstanding.

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During the three months ended June 30, 2024 and 2023, the Company charged the amount of $2,034 and $0, respectively, to operations for the vesting of stock options. During the six months ended June 30, 2024 and 2023, the Company charged the amount of $4,068 and $0, respectively, to operations for the vesting of stock options.

16. RELATED PARTY TRANSACTIONS

Payments to Prior Executive Officers under Separation Agreements

During the three and six months ended June 30, 2024, the Company paid cash in the amount of $83,333 and $166,667, respectively, to Mr. Klepfish in connection with the SK Agreements.

During the three and six months ended June 30, 2024, the Company made the following payments in connection with the Wiernasz Separation Agreement: The Company made Cobra payments on behalf of Mr. Weirnasz in the amount of $0 and $967. Respectively.

During the three and six months ended June 30, 2024, the Company made the following payments in connection with the Tang Separation agreement: The Company paid cash to Mr. Tang in the amount of $67,315 and $108,740, respectively, Cobra payments on behalf of Mr. Tang in the amount of $8,654 and $11,539, respectively.

17. MAJOR CUSTOMERS

The Company’s largest customer, U.S. Foods, Inc. and its affiliates, accounted for approximately 48% and 47% of total sales in the three months ended June 30, 2024 and 2023, respectively, and 49% and 47% of total sales in the six months ended June 30, 2024 and 2023, respectively. In addition, Gate Gourmet, the leading global provider of airline catering solutions and provisioning services for airlines, represented 18% and 16% of total sales for the three months ended June 30, 2024 and 2023, respectively, and 17% and 16% of total sales for the six months ended June 30, 2024 and 2023, respectively.

18. COMMITMENTS AND CONTINGENCIES

Litigation

From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position or our business and the outcome of these matters cannot be ultimately predicted.

19. SUBSEQUENT EVENTS

Executive Officer Stock Plan Targets Achieved

On July 25, 2024, the price target of $1.16 per share under the COO Stock Plan was achieved and 147,470 shares of common stock vested pursuant to this plan.

On July 30, 2024, the price target of $1.20 per share under the CEO Stock Plan was achieved and 365,675 shares of common stock vested pursuant to this plan.

On July 31, 2024, the price target of $1.23 per share under the CFO Stock Plan was achieved and 131,085 shares of common stock vested pursuant to this plan.

Sale of Intangible Assets of igourmet

On August 6, 2024, the Company signed an agreement to sell intangible assets of its consumer e-commerce business igourmet, generally consisting of customer lists, domains, and trademarks for cash of $700,000.  The Buyer also assumed liabilities of approximately $330,000. Net of costs and other adjustments, the Company expects to recognize a gain on the sale of approximately $700,000.

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ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

The following discussion should be read in conjunction with the consolidated financial statements and the related notes thereto, as well as all other related notes, and financial and operational references, appearing elsewhere in this document.

Certain information contained in this discussion and elsewhere in this report may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or order of the Securities and Exchange Commission. We caution readers that certain important factors may affect our actual results and could cause such results to differ materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, words such as “may”, “will”, “expect”, “believe”, “explore”, “consider”, “anticipate”, “intend”, “could”, “estimate”, “plan”, “propose” or “continue” or the negative variations of those words or comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

● Our ability to raise capital necessary to sustain our anticipated operations and implement our business plan,

● Our ability to implement our business plan,

● Our ability to generate sufficient cash to pay our lenders and other creditors,

● Our dependence on one major customer,

● Our ability to employ and retain qualified management and employees,

● Our dependence on the efforts and abilities of our current employees and executive officers,

● Changes in government regulations that are applicable to our current or anticipated business,

● Changes in the demand for our services and different food trends,

● The degree and nature of our competition,

● The lack of diversification of our business plan,

● The general volatility of the capital markets and the establishment of a market for our shares, and

● Disruption in the economic and financial conditions primarily from the impact of past terrorist attacks in the United States, threats of future attacks, police and military activities overseas and other disruptive worldwide political and economic events, health pandemics, rising inflation and energy costs, and environmental weather conditions.

We are also subject to other risks detailed from time to time in our other filings with the SEC and elsewhere in this report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.

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Critical Accounting Policy and Estimates

Use of Estimates in the Preparation of Financial Statements

The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. These estimates include certain assumptions related to, among others, doubtful accounts receivable, valuation of stock-based services, operating right of use assets and liabilities, and income taxes. On an on-going basis, we evaluate these estimates, including those related to revenue recognition and concentration of credit risk. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Accounts subject to estimate and judgements are accounts receivable reserves, income taxes, intangible assets, contingent liabilities, and equity-based instruments. Actual results may differ from these estimates under different assumptions or conditions. We believe our estimates have not been materially inaccurate in past years, and our assumptions are not likely to change in the foreseeable future.

Provision for Doubtful Accounts Receivable

The Company provides an allowance for doubtful accounts equal to the estimated uncollectible amounts pursuant to the guidance of Accounting Standards Update (ASU) 2016-13, Financial Instruments – Credit Losses (Topic 326) as codified in Accounts Standards Codification (ASC) 326, Financial Instruments – Credit Losses. Under ASC 326, the Company utilizes a current and expected credit loss (CECL) impairment model. ASU 2016-13 became effective for us on January 1, 2023. The Company’s estimate is based on historical collection experience and a review of the current status of trade accounts receivable. It is reasonably possible that the Company’s estimate of the allowance for doubtful accounts will change. Accounts receivable are presented net of an allowance for doubtful accounts of $82,336 and $46,477 at June 30, 2024 and December 31, 2023, respectively.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. The estimated fair values approximate their carrying value because of the short-term maturity of these instruments or the stated interest rates are indicative of market interest rates. These fair values have historically varied due to the market price of the Company’s stock at the date of valuation.

Income Taxes

The Company uses the liability method of accounting for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to financial statements carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. The measurement of deferred tax assets and liabilities is based on provisions of applicable tax law. The measurement of deferred tax assets is reduced, if necessary, by a valuation allowance based on the amount of tax benefits that, based on available evidence, is not expected to be realized.

Leases

The Company determines if an arrangement is a lease at inception. Operating lease right-of-use assets (“ROU assets”) and short-term and long-term lease liabilities are included on the face of the condensed consolidated balance sheet. Finance lease ROU assets are presented within other assets, and finance lease liabilities are presented within accrued liabilities.

ROU assets represent the right of use to an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The operating lease ROU asset also excludes lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term. The Company has lease agreements with lease and non-lease components, which are accounted for as a single lease component. For lease agreements with terms less than 12 months, the Company has elected the short-term lease measurement and recognition exemption, and it recognizes such lease payments on a straight-line basis over the lease term.

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Our Business Activities

Innovative Food Holdings (IVFH) builds dynamic scalable businesses by selling specialty foods that are difficult to find through traditional channels. Our expertise is forging close relationships with the producers, growers, makers and distributors of specialty products, then carefully selecting our suppliers based on their quality, uniqueness and reliability.

The IVFH team is adept at evaluating and certifying the food safety and supply chain capabilities of small batch producers who don’t typically sell through broad-based sales channels. We seek out the freshest, most unique, origin-specific gourmet cheese, meat, produce, and premium ingredients available, and distribute them directly from our robust network of vendors and warehouses within 24 – 72 hours of an order being placed. We also source, package, and brand a meaningful segment of these products ourselves, enabling us to better control the assortment, offer more flexibility and variety to our customers, and capture additional margin.

We leverage this unique, premium assortment to serve the needs of Professional Chefs in settings such as restaurants, hotels, country clubs, national chain accounts, casinos, hospitals and catering houses. We provide these premium customers with products that can’t typically be found through their broadline distributor’s warehouse assortment. We distribute these products directly to Professional Chefs in Chicago through our subsidiary, Artisan Specialty Foods, Inc., and nationally through our e-commerce businesses on Amazon.com and our own website. We also drop ship specialty foods to Professional Chefs nationally through the websites of broadline distributors, such as US Foods, Inc. Between this variety of sales channels, IVFH is able to serve our Professional Chef customers wherever they are located.

We have made the strategic decision to sell our 200K square foot facility in Mountain Top, Pennsylvania and consolidate our warehouse activities into our 28K square foot facility in the greater Chicago area. We have the capabilities to pack and ship frozen, refrigerated, and ambient products, enabling us to sell a broad range of specialty foods. We also have GFSI/SQF certifications, allowing compatibility with the highest standards of food handling supply chains in the world, and the quality and food safety that our premium customers expect from us. These warehouses have the ability to ship packages and pallets of all sizes through overnight shipping. We also leverage our own fleet of trucks to deliver directly to our Professional Chef customers within our reach.

Our proprietary technology platform underpins our entire business, driving transparency and efficiency up and down the supply chain. Orders flow in real time, whether to our warehouses or to our vendor partners, to allow for fast handling and fulfillment. Our picking is enabled by efficient scan-based, handheld devices, ensuring order and inventory accuracy. Our warehouse management software optimizes pick routes for common items and order types, recommends a box size, and calculates the appropriate amount of packaging and ice required based on forecasted temperatures along the delivery route.

We have built a team consisting of passionate, committed, and food-obsessed people: our average tenure (outside of seasonal workers) across the company is over five years. Our merchandising team has deep connections within the specialty food space around the globe. Our customer service and sales teams, as ex-chefs themselves, go beyond customer service to offer our Professional Chefs customer support, menu ideas, and preparation guidance.

RESULTS OF OPERATIONS

This discussion may contain forward looking statements that involve risks and uncertainties. Our future results could differ materially from the forward looking statements discussed in this report. This discussion should be read in conjunction with our consolidated financial statements, the notes thereto and other financial information included elsewhere in the report.

Three Months Ended June 30, 2024 Compared to Three Months Ended June 30, 2023

Revenue

Revenue decreased by $1.9 million or approximately 10.0% to $16.7 million for the three months ended June 30, 2024 from $18.5 million in the prior year. Our consumer eCommerce business contributed 62% of the revenue declines with revenues down 52.2%, as we intentionally continue to maintain the business operations on a shoestring. As we highlighted in our previous earnings call, the second quarter proved to be the most challenging period for the Specialty Foodservice business this year, as it was compared against our highest-performing quarter from the previous year. The Specialty Foodservice business accounted for 37% of the total revenue decline, with its sales dropping by 4.3%. These declines were driven by the continued challenges associated with the transition of the technology platform of one of our largest customers. We still expect the Specialty Foodservice revenue to generate positive growth for the year. As we’ve said previously, the B2B sales cycle is long, but we remain optimistic in how our sales efforts are progressing. Sales with our recently announced new customers have started to contribute to our performance, and conversations with other large potential customers continue. Within our Specialty Foodservice business, we also continue to build out our sourcing efforts, significantly ramping up the pace of our vendor and item onboarding, which we also expect to begin to contribute to revenue growth in the back half of 2024.

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We also saw a decrease in our logistics business (from $270,443 in the three months ended June 30, 2023 to $249,257 in the three months ended June 30, 2024) as our existing customers experienced softness in demand and subsequently less volume throughput for our logistics services. Though small, we continue to seek new opportunities to leverage our logistics services in order to better leverage existing fixed assets.

See “Transactions with Major Customers” and the Securities and Exchange Commission’s (“SEC”) mandated FR-60 disclosures following the “Liquidity and Capital Resources” section for a further discussion of the significant customer concentrations, loss of significant customer, critical accounting policies and estimates, and other factors that could affect future results.

Cost of goods sold

Our cost of goods sold for the three months ended June 30, 2024 was $12.7 million, a decrease of $1.3 million or approximately 9.6% compared to cost of goods sold of $14.0 million for the three months ended June 30, 2023. Cost of goods sold was made up of the following expenses for the three months ended June 30, 2024: cost of goods in the amount of $9.4 million; and shipping, delivery, handling, and purchase allowance expenses in the amount of $3.1 million; and cost of goods associated with logistics of $0.1 million. Gross margins as a percentage of sales decreased during the current period to 23.8% compared to 24.2% during the comparable period, a decline of 41 basis points, driven by our continued ramp down and liquidation efforts related to the consumer eCommerce business. However, after adjusting for these liquidation efforts in the amount of $0.1 million, gross margins continued to make forward progress, improving by 37 basis points vs. the comparable period, as we continued implementing our strategy to improve cost controls, better manage pricing, and focus more on product mix. Importantly, the improvement was driven by an improvement in gross margins in the Specialty Foodservice business. Additionally, we renegotiated a new contract with our shipping provider which reduced shipping expenses materially.

Selling, general, and administrative expenses

Selling, general, and administrative expenses (“SG&A”) decreased by $0.3 million or 7.6% to $3.9 million during the three months ended June 30, 2024 compared to $4.2 million for the three months ended June 30, 2023. The decrease in selling, general, and administrative expenses was primarily due to a decrease in payroll and related costs of $0.3 million, a decrease in advertising and marketing costs of $0.2 million, a decrease in office and facilities costs of $0.1 million, and a decrease in depreciation and amortization of $0.1 million. These decreases were partially offset by an increase in non-cash compensation of $0.4 million associated with the revaluation of stock appreciation rights pursuant to a management compensation plan. Excluding non-cash compensation, SG&A expenses would have decreased by $0.7 million, or 17.9%, resulting in a 190 basis point reduction in SG&A as a percentage of sales compared to the comparable period.

Interest expense, net

Interest expense, net of interest income, decreased by $153 or approximately 0% to $209,487 during the three months ended June 30, 2024, compared to $209,640 during the three months ended June 30, 2023. There was an increase in interest income in the amount of $13,473 due to higher cash balances during the period. There was also an increase in interest expense accrued or paid on the Company’s commercial loans and notes payable in the amount of $12,764 due to higher interest rates under the MapleMark term loans, backed by the USDA.

Net income (loss) from continuing operations

For the reasons above, the Company had a net loss from continuing operations for the three months ended June 30, 2024 of $(102,958) compared to a net income from continuing operations of $82,760 during the three months ended June 30, 2023. The net loss from continuing operations for the three months ended June 30, 2024 includes a net total of $590,679 in non-cash charges: non-cash compensation in the amount of $518,119, depreciation and amortization expense of $58,302, provision for doubtful accounts of $12,973, and amortization of the discount on notes payable term loans of $1,285. The net loss from continuing operations for the three months ended June 30, 2023 includes a total of $261,257 in non-cash charges, including non-cash compensation in the amount of $72,804, depreciation and amortization expense of $141,485, provision for doubtful accounts of $46,239, and amortization of the discount on notes payable of $729.

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Net (loss) from discontinued operations

For the three months ended June 30, 2024, the Company had a net loss from discontinued operations in the amount of $(366), a decrease in the amount of $68,923 or approximately 99.5% compared to a net loss from discontinue operations in the amount of $(69,289) for the three months ended June 30, 2023.

Six Months Ended June 30, 2024 Compared to Six Months Ended June 30, 2023

Revenue

Revenue decreased by $2.8 million or approximately 8.0% to $32.4 million for the six months ended June 30, 2024 from $35.2 in the prior year. eCommerce was the primary driver accounting for 80% of the decline. On the eCommerce business, we continued to restrict marketing spend relative to historical levels as we improve the business model, leading to declines of 46.5%, in line with trends in the prior six months. On the Specialty Foodservice business, revenue decreased 1.7%, a slowdown versus prior quarters. This slowdown was driven by the continued implementation of a new technology platform by a key customer.

We continue to assess the potential of new revenue sources from the manufacture and sale of proprietary food products, private label products and additional sales channel opportunities in both the foodservice and consumer space and will implement a strategy which based on our analysis provides the most beneficial opportunity for growth.

We are also seeing decreases in our logistics business (from $519,012 for the six months ended June 30, 2023 to $457,468 for the six months ended June 30, 2024 as our customers have faced demand softness on their side.

See “Transactions with Major Customers” and the Securities and Exchange Commission’s (“SEC”) mandated FR-60 disclosures following the “Liquidity and Capital Resources” section for a further discussion of the significant customer concentrations, loss of significant customer, critical accounting policies and estimates, and other factors that could affect future results.

Cost of goods sold

Our cost of goods sold for the six months ended June 30, 2024 was $24.6 million, a decrease of $2.3 million or approximately 8.7% compared to cost of goods sold of $26.9 million for the six months ended June 30, 2023. Cost of goods sold was made up of the following expenses for the six months ended June 30, 2024: cost of goods of specialty, meat, game, cheese, seafood, poultry and other sales categories in the amount of $18.0 million; shipping, delivery, handling, and purchase allowance expenses in the amount of $6.3 million; and cost of goods associated with logistics of $0.3 million. Gross margins as a percentage of sales increased during the current period to 24.1% compared to 23.5% during the comparable period, as we continued implementing our strategy to improve cost controls, better manage pricing, and focus more on product mix. After adjusting for the Q2 liquidation efforts, in the amount of $0.1 million gross margins improved by 101 basis points versus comparable period.

Selling, general, and administrative expenses

Selling, general, and administrative expenses decreased by $0.7 million or approximately 8.7% to $7.9 million during the six months ended June 30, 2024 compared to $8.6 million for the six months ended June 30, 2023. The decrease in selling, general, and administrative expenses was primarily due to a decrease in payroll and related costs of $0.4 million; advertising costs of $0.3 million; office, facilities, and vehicles of $0.2 million; amortization and depreciation of $0.1 million; legal and professional fees of $78,408; computer and IT costs of $56,141, and insurance costs of $35,090. These decreases were partially offset by increases in non-cash compensation of $0.5 million, taxes of $25,005, and bad debt expense of $16,963. Selling, general, and administrative expenses as a percentage of sales decreased from 24.5% of sales during the six months ended June 30, 2023 to 24.3% of sales during the current period as we continued to thoughtfully reduce our expense structure.

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Separation costs – executive officers

During the six months ended June 30, 2023, the Company entered into a separation agreement with its Prior CEO and current board member with a total cost of $1,819,199 consisting of $1,251,199 in cash payments, $1,199 of Cobra health insurance payments, and stock grants with a value of $568,000. Also during the six months ended June 30, 2023, the Company entered into a separation agreement with its prior Director of Strategic Acquisitions and board member consisting of cash payments of $100,000 and $26,451 of Cobra health insurance payments. The aggregate separation costs for the six months ended June 30, 2023 was $1,945,650; there were no such costs during the current period.

Interest expense, net

Interest expense, net of interest income, increased by $42,576 or approximately 11.1% to $424,937 during the six months ended June 30, 2024, compared to $382,361 during the six months ended June 30, 2023. The increase was due primarily to an increase in interest accrued or paid on the Company’s commercial loans and notes payable in the amount of $67,414 due to higher interest rates under the MapleMark term loans. The increase in interest expense was partially offset by interest income in the amount of $30,177, an increase in the amount of $26,114 compared to $4,063 in the prior period.

Gain on sale of assets

During the six months ended June 30, 2024, the Company sold its property located in Bonita Springs, Florida for a gain in the amount of $1,807,516. There was no comparable transaction in the prior period.

Gain on sale of subsidiary

During the six months ended June 30, 2024, the Company sold its subsidiary Haley Group, Inc.; consideration for the sale was the return to the Company of 21,126 shares of the Company’s common stock with a market value at the time of the sale of $21,126. The Company recorded a gain on the sale of Haley in the amount of $21,126. There was no comparable transaction in the prior period.

Other leasing income

During the six months ended June 30, 2024, the Company recognized income in the amount of $3,800 in connection with the lease of space in our Mountaintop warehouse facility; this amount was unchanged compared to the prior period.

Income tax expense

During the six months ended June 30, 2023, the Company paid federal income taxes in the amount of $15,834 in connection with an audit of the year ended December 31, 2017. There was no such charge during the current period.

Net income (loss) from continuing operations

For the reasons above, the Company had net income from continuing operations for the six months ended June 30, 2024 of $1,333,021 compared to a net loss from continuing operations of $(2,703,995) during the six ended June 30, 2023. The net loss for the six months ended June 30, 2024 includes a net total of $949,271 in non-cash charges: non-cash compensation in the amount of $742,286, depreciation and amortization expense of $168,562, provision for doubtful accounts of $35,855, and amortization of the discount on notes payable term loans of $2,568. The net loss from continuing operations for the six months ended June 30, 2023 includes a total of $589,355 in non-cash charges, including non-cash compensation in the amount of $250,852, depreciation and amortization expense of $286,869, provision for doubtful accounts of $50,905, and amortization of prepaid loan fees in the amount of $729.

Net (loss) from discontinued operations

For the six months ended June 30, 2024, the Company had a net loss from discontinued operations in the amount of $(10,471), a decrease in the amount of $100,869 or approximately 90.6% compared to a net loss from discontinue operations in the amount of $(111,340) for the six months ended June 30, 2023.

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Liquidity and Capital Resources at June 30, 2024

As of June 30, 2024, the Company had current assets of $18,088,313, consisting of cash and cash equivalents of $3,866,448, trade accounts receivable, net, of $5,198,153, inventory of $2,762,071, other current assets of $299,424, assets held for sale of $5,941,933, and current assets – discontinued operations of $20,284. Also at June 30, 2024, the Company had current liabilities of $6,178,109, consisting of trade payables and accrued liabilities of $3,222,324, current portion of accrued separation costs – related parties of $342,666, accrued interest of $89,990, deferred revenue of $1,440,803, liability for stock appreciation rights of $786,768, current portion of notes payable of $122,717, current portion of operating lease liability of $15,927, current portion of financing lease liability of $154,392, and current liabilities - discontinued operations of $2,522.

During the six months ended June 30, 2024, the Company had cash used in operating activities of $3,483,218. Cash flow used in operations consisted of the Company’s consolidated net income of $1,322,550 less gain on disposition of assets of $1,807,516 and gain on sale of subsidiary of $21,126, plus non-cash charges for depreciation and amortization of $168,562, increase in value of stock appreciation rights of $531,748, stock-based compensation in the amount of $208,504, provision for doubtful accounts of $35,855, amortization of right-of-use assets of $8,421, and amortization of discount on notes payable of $2,568. The Company’s cash position also decreased by $3,932,784 as a result of changes in the components of current assets and current liabilities, primarily the result of a net paydown of $3,037,522 in accounts payable and accrued liabilities. Excluding $287,913 in payments associated with the separation and hiring of key officers referenced earlier, the Company would have recorded cash used in operating activities of $3,195,305 for the six months ended June 30, 2024, a decrease of $1,315,166 compared to the six months ended June 30, 2023.

The Company had cash provided by investing activities of $2,085,328 for the six months ended June 30, 2024, which consisted of cash received from the sale of our Bonita Springs property in the amount of $2,101,185 net of the payoff of the related secured loan in the amount of $353,815 including accrued interest. The Company also purchased property and equipment in the amount of $15,857 during the period.

The Company had cash used in financing activities of $138,389 for the six months ended June 30, 2024, which consisted of payments on notes payable and financing lease in the amount of $43,548 and $94,841, respectively.

As of June 30, 2024, our net working capital stood at a positive $11,910,204, marking a significant increase from the $5,000,156 recorded on December 31, 2023. This improvement of $6,910,048 can be largely attributed to the reclassification of our Mountaintop, PA facility as an asset held for sale, with a book value of $5,941,933 as of June 30, 2024.

For the first half of 2024, the Company reported a profit from continuing operations amounting to $1,333,021. This figure includes a gain of $1,807,516 from the sale of our Race Track Road Property, a non-cash compensation expense of $742,28, and a depreciation and amortization expense of $168,562. This is a marked improvement compared to the loss of $2,703,955 from continuing operations during the same period in the previous year.

In addition to cash totaling $3,866,448, the Company continues to have access to an untapped $3 million revolving credit facility with MapleMark.

With the company’s operational performance on the rise and the balance sheet having undergone restructuring, we are confident that any potential concerns related to our short-term liquidity risks have been effectively addressed. We consider that future liquidity not only implies the prevention of cash reserves depletion, but also signifies having sufficient funds that put us on the right path to begin implementing our growth strategy. In this context, we are of the opinion that our existing funds, in conjunction with our credit line and the anticipated proceeds from the anticipated sale of our Mountaintop facility and igourmet’s intangible assets, will be adequate to execute our business strategy.

At June 30, 2024, we had positive net working capital in the amount of $11,910,204 compared to net working capital of $5,000,156 at the December 31, 2023, an improvement of $6,910,048. The Company reported a profit from continuing operations in the amount of $1,333,021 for the six months ended June 30, 2024 compared to a loss from continuing operations of $2,703,955 during the comparable period of the prior year. In addition, the Company continues to maintain the untapped $3 million revolver with MapleMark. Due to the Company’s improved operations performance along with its restructured balance sheet, we believe that any issues regarding our near-term liquidity have been resolved.

During 2024, management is focused on continuing the Stabilization phase of its three phase plan, focusing on the fundamentals of running a cash flow positive business, serving Professional Chefs, including a focus on improving margins. Management expects to continue to expand the Professional Chefs business by entering additional specialty foods markets, serving new customers, and launching new products. On the Home Gourmet business, management has kicked off the marketing of the business for divestiture, and in the meantime has eliminated all marketing spend, reduced headcount, and eliminated unproductive inventory.

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No assurances can be given that any of these plans will come to fruition or that if implemented they will necessarily yield positive results.

Transactions with Major Customers

Transactions with a major customer and related economic dependence information is set forth below and following our discussion of Liquidity and Capital Resources.

The Company’s largest customer, U.S. Foods, Inc. and its affiliates, accounted for approximately 48% and 47% of total sales in the three months ended June 30, 2024 and 2023, respectively, and 49% and 47% of total sales in the six months ended June 30, 2024 and 2023, respectively. In addition, Gate Gourmet, the leading global provider of airline catering solutions and provisioning services for airlines, represented 18% and 16% of total sales for the three months ended June 30, 2024 and 2023, respectively, and 17% and 16% of total sales for the six months ended June 30, 2024 and 2023, respectively.

Off-Balance Sheet Arrangements

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

Inflation

In the opinion of management, inflation has had a material effect on the Company’s financial condition and results of its operations. The Company has seen the impact of inflation across its costs for fuel, shipping, cost of goods, and marketing. Balancing the management of these increases with the willingness of our customers to pay higher prices will continue to be a key focus for the Company this year. However, no assurance can be given that we will be successful and inflationary pressure on our profits will likely continue through 2024.

RISK FACTORS

The Company’s business and success is subject to numerous risk factors as detailed in its Annual Report on Form 10-K for the year ended December 31, 2023 and other of its Current Reports on Form 8-K, all of which reports are available at no cost at www.sec.gov.

ITEM 4 - CONTROLS AND PROCEDURES

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit pursuant to the requirements of the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, among other things, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive and financial officers, as appropriate, to allow timely decisions regarding required disclosure.

(a) Evaluation of disclosure controls and procedures

Our Principal Executive Officer and Principal Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined as defined in Rule 13a-15(f) and 15d-(f) under the Exchange Act.) as of the end of the period covered by this Quarterly Report, have determined that our controls and procedures are effective at June 30, 2024 at the reasonable assurance level. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control-Integrated Framework (2013).

(b) Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting identified in connection with the evaluation required by Exchange Act Rules 13a-15(d) and 15d-15 that occurred during the period covered by this Quarterly Report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On September 16, 2019, an action (the “PA Action”) was filed in the Court of Common Pleas of Philadelphia County, Trial Division, against, among others, the Company and its wholly-owned subsidiaries, igourmet and Food Innovations, Inc. On January 5, 2024, all parties to the PA Action came to an agreement at Mediation on the material terms of settlement and on January 22, 2024, a settlement was agreed upon in an action filed in the Court of Common Pleas of Philadelphia County, Trial Division against, among others, the Company and its wholly owned subsidiaries, igourmet and Food Innovations, Inc. On Monday, January 29, 2024, the Company received a settlement and release agreement from certain plaintiffs in the PA Action. The Company and its subsidiaries resolved all liabilities within the coverages of their insurance carriers.

From time to time, the Company has become and may become involved in certain lawsuits and legal proceedings which arise in the ordinary course of business, or as the result of current or previous investments, or current or previous subsidiaries, or current or previous employees, or current or previous directors, or as a result of acquisitions and dispositions or other corporate activities. The Company intends to vigorously defend its positions. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our financial position or our business, and the outcome of these matters cannot be ultimately predicted.

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

None

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Item 6. Exhibits

3.1	Articles of Incorporation (incorporated by reference to exhibit 3.1 of the Company’s annual report on Form 10-KSB for the year ended December 31, 2004 filed with the Securities and Exchange Commission on September 28, 2005).
3.2	Amended Bylaws of the Company (incorporated by reference to exhibit 3.2 of the Company’s annual report Form 10-K for the year ended December 31, 2010 filed with the Securities and Exchange Commission on March 16, 2011).
3.2.1	Amended Bylaws of the Company (incorporated by reference to exhibit 3.1 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on March 13, 2023).
10.1	Executive Employment Agreement dated February 3, 2023 between the Registrant and Robert William Bennett (incorporated by reference to exhibit 10.1 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on February 7, 2023)
10.2	Agreement and General Release dated February 3, 2023 between the Registrant and Samuel Klepfish (incorporated by reference to exhibit 10.2 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on February 7, 2023)
10.3	Side Letter dated February dated February 3, 2023 between the Registrant and Samuel Klepfish (incorporated by reference to exhibit 10.3 of the Company’s current report Form 8-K filed with the Securities and Exchange Commission on February 7, 2023)
10.4	Asset Purchase Agreement between igourmet and Advansiv Gourmet Group, Inc., dated August 6, 2024 (incorporated by reference to exhibit 10.1 of the Company’s current report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2024)
31.1	Section 302 Certification
31.2	Section 302 Certification
32.1	Section 906 Certification
32.2	Section 906 Certification
101.INS	Inline XBRL Instance Document
101.SCH	Inline XBRL Taxonomy Extension Schema
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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SIGNATURES

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

SIGNATURE	TITLE	DATE
/s/ Robert William Bennett	Chief Executive Officer and Director	August 14, 2024
Robert William Bennett	(Principal Executive Officer)
/s/ Gary Schubert	Chief Financial Officer	August 14, 2024
Gary Schubert

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