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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended: December 31, 2023

 or

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

 For
the transition period from: _____________ to _____________

 (Exact
name of registrant as specified in its charter)

 Delaware

 001-36469

 84-1070932

 (State or Other Jurisdiction of

 Incorporation or Organization)

 (Commission

 File Number)

 (I.R.S. Employer

 Identification No.)

 Address
of Principal Executive Office: 3800 North 28th Way Hollywood, Florida 33020

 Registrant's
telephone number, including area code: (305) 600-5004

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.0001 per share

 HCMC

 OTC
 Pink Marketplace

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

 None

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of the last business day of the registrant's most recently completed second fiscal quarter was
approximately $ 46.3 million based on the June 30, 2023 closing price of $0.0001 per share.

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date: 478,266,632,384
shares outstanding as of March 27, 2024.

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

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

 Item 6. Selected Financial Data

 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

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

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

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Exhibit Index

 SIGNATURES

 PART
I

 Item
1. Business.

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

its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages its intellectual property portfolio.

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

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

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

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

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

 Ellwood
 Thompson's, an organic and natural health food and vitamin store located in Richmond,
 Virginia. (www.ellwoodthompsons.com).

its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates a Healthy Choice Wellness Center in Kingston, NY and
has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL.

its wholly owned subsidiary, Healthy Choice Wellness II, LLC, the Company entered into a joint venture with an established
healthcare provider, and the joint venture is in the process of creating a structure whereby it will engage in telemedicine evaluations of
patients for semaglutide therapy. The operation will encompass, generally: medical evaluations of patients; treatment of patients
with semaglutide; coordination with providers and patients.

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

 Additionally,
through its wholly owned subsidiary, The Vape Store, Inc., the Company markets its patented Q-Unit and Q-Cup technology.
Information on these products and the technology is available on the Company's website at www.theQcup.com.

 NATURAL
AND ORGANIC GROCERIES AND DIETARY SUPPLEMENTS BUSINESS

 Local.
Organic. Fresh. Three words that define Healthy Choice Markets! With Ada's Natural Market, a full-service grocery store and Greenleaf
Grill, Ada's flagship fast casual in-store restaurant, serving Fort Myers, FL, along with the eight Greens Natural Foods Stores
in New Jersey and New York, three Paradise Health & Nutrition locations in the greater Melbourne, FL area, two Mother Earth's
Storehouse locations in Hudson Valley, NY, and the Ellwood Thompson store located in Richmond Virginia all serving their respective local
communities, our stores provide all-natural and organic products in a friendly and helpful atmosphere, with aisles of traditional grocery
complete with frozen, healthy home, vitamins & supplements, health & beauty, fresh produce, hormone and antibiotic free meats
and bulk foods. Ada's Natural Market, Greens Natural Foods, Paradise Health & Nutrition, Mother Earth's Storehouse, and
Ellwood Thompson's all offer chef-prepared ready-to-go foods and fresh-baked-daily baked goods. All store locations, with the exception
of Saugerties, NY and Malabar, FL, offer a 100% organic juice & smoothie bar.

 Collectively,
we focus on providing high-quality products at affordable prices, exceptional customer service, nutrition education and community outreach.
We strive to generate long-term relationships with our customers based on quality and service by:

 selling
 only all-natural and organic groceries;

 offering
 affordable prices and a shopper-friendly retail environment; and

 providing
 dine-in options at our Greenleaf Grill, Organic Juice Bar, and our free-trade coffee bar.

 Our
History and Founding Principles

 We
are committed to maintaining the following founding principles, which have helped foster our growth:

 Quality.
 Every product on our shelves must go through a rigorous screening and approval process. Our
 mission includes providing the highest quality groceries and supplements, Natural Grocers
 branded products, European and United States Department of Agriculture (USDA) certified organic
 and fresh produce at the best prices in the industry.

 Community.
 The Ada's, Paradise, Mother Earth's Storehouse, Green's Natural Foods and
 now Ellwood Thompson's brands have each been serving their respective communities for
 40+ years.

 Employees.
 Our employees make our companies great. We work hard to ensure that our employees are able
 to live a healthy, balanced lifestyle. We support them with free nutrition education programs,
 competitive pay and excellent benefits.

 Our
Market

 We
operate within the natural products retail industry, which is a subset of the United States grocery industry and the dietary supplement
business. This industry includes conventional supermarkets, natural, gourmet and specialty food markets, mass and discount retailers,
warehouse clubs, independent health food stores, dietary supplement retailers, drug stores, farmers' markets, food co-ops, mail
order and online retailers and multi-level marketers. Industry-wide sales of natural and organic foods and dietary supplements have experienced
meaningful growth over the past several years, and we believe that growth will continue for the foreseeable future.

 We
believe the growth in sales of natural and organic foods and dietary supplements continues to be driven by numerous factors, including:

 greater
 consumer focus on high-quality nutritional products;

 an
 increased awareness of the importance of good nutrition to long-term wellness;

 aging
 communities that are seeking healthy lifestyle alternatives;

 heightened
 consumer awareness about the importance of food quality and a desire to avoid pesticide residues,
 growth hormones, artificial ingredients and genetically engineered ingredients in foods;

 growing
 consumer concerns over the use of harmful chemical additives in body care and household cleaning
 supplies;

 well-established
 natural and organic brands, which generate additional industry awareness and credibility
 with consumers; and

 the
 growth in the number of consumers with special dietary requirements as a result of allergies,
 chemical sensitivities, auto-immune disorders and other conditions.

 Our
Competitive Strengths

 We
are well-positioned to capitalize on favorable natural and organic grocery and dietary supplement industry dynamics as a result of the
following competitive strengths:

 Strict
focus on high-quality natural and organic grocery products. We offer high-quality products and brands, including an extensive selection
of widely-recognized natural and organic food, dietary supplements, body care products, pet care products and books. We offer our customers
approximately 10,000 Stock Keeping Units (SKUs) of natural and organic products. We believe our broad product offering enables our customers
to shop our stores for substantially all of their grocery and dietary supplement purchases. In our grocery departments, we primarily
sell USDA certified organic produce and do not approve for sale grocery products that are known to contain artificial colors, flavors,
preservatives or sweeteners or partially hydrogenated or hydrogenated oils. In addition, we only sell pasture-raised, humanely-raised
dairy products. Consistent with this strategy, our product selection does not include items that do not meet our strict quality guidelines.
Our store managers enhance our robust product offering by customizing their stores' selections to address the preferences of local
customers.

 Engaging
customer service experience based on education and empowerment. We strive to offer consistently exceptional customer service in a
shopper-friendly environment, which we believe creates a differentiated shopping experience, enhances customer loyalty and generates
repeat visits from our clientele. A key aspect of our customer service model is to provide free nutrition education to our customers.
We believe this focus provides an engaging retail experience while also empowering our customers to make informed decisions about their
health. We offer our science-based nutrition education through our trained employees, our newsletter and sales flyer, community out-reach
programs, one-on-one nutrition health coaching, nutrition classes and cooking demonstrations.

 Our
Growth Strategies

 We
expect to pursue several strategies to help return the overall business to profitable growth, including:

 Expand
our store base. We intend to expand our store base through the acquisition of new stores.

 Increase
sales from existing customers. In order to increase our average ticket and the number of customer transactions, we plan to continue
offering an engaging customer experience by providing science-based nutrition education and a differentiated merchandising strategy that
delivers affordable, high-quality natural and organic grocery products and dietary supplements. We also plan to continue to utilize targeted
marketing efforts to reach our existing customers, which we anticipate will drive customer transactions and convert occasional, single-category
customers into core, multi-category customers.

 Grow
our customer base. We plan to implement several measures aimed at building our brand awareness and growing our customer base, including:
(i) continuously improving the design of all our websites to enhance functionality, create a more engaging user experience and increase
its reach and effectiveness; (ii) introducing customer appreciation programs at all our stores; and (iii) developing new collateral marketing
materials. We believe offering nutrition education has historically been one of our most effective marketing strategies for reaching
new customers and increasing the demand for natural and organic groceries and dietary supplements in our markets.

 Improve
operating margins. We expect to continue to improve our operating margins as we benefit from investments we have made or are making
in fixed overhead and information technology. As we add additional stores, we expect to achieve greater economies of scale through sourcing
and distribution. To achieve additional operating margin expansion, we intend to further optimize performance, maintain appropriate store
labor levels and effectively manage product selection and pricing.

 Our
Products

Selection Guidelines. We have a set of strict quality guidelines covering all products we sell. For example:

 we
 do not approve for sale food known to contain artificial colors, flavors, preservatives or
 sweeteners or partially hydrogenated or hydrogenated oils or phthalates or parabens, regardless
 of the proportion of its natural or organic ingredients;

 we
 sell USDA certified organic produce; and

 we
 sell meats naturally raised without hormones, antibiotics or treatments and that were not
 fed animal by-products.

 Our
product review team analyzes all new products and approves them for sale based on ingredients, price and uniqueness within the current
product set. We actively research new products in the marketplace through our product vendors, private label manufacturers, scientific
findings, customer requests and general trends in popular media. Our stores are able to fully merchandise all departments by providing
an extensive assortment of natural and organic products. We do not believe we need to sell conventional products to fill our selection,
increase our margins or attract more customers.

 What
We Sell. We operate both a full-service natural and organic grocery stores and dietary supplement stores within our retail locations.
The following is a breakdown of our product mix:

 Grocery.
 We offer a broad selection of natural and organic grocery products with an emphasis on
 minimally processed and single ingredient products that are not known to contain artificial
 colors, flavors, preservatives or sweeteners or partially hydrogenated or hydrogenated oils.
 Additionally, we carry a wide variety of products associated with special diets such as gluten
 free, vegetarian and non-dairy.

 Produce.
 We sell USDA-certified organic produce and source from local, organic producers whenever
 feasible. Our selection varies based on seasonal availability, and we offer a variety of
 organic produce offerings that are not typically found at conventional food retailers.

 Bulk
 Food and Private Label Products. We sell a wide selection of private label repackaged
 bulk and other products, including nuts, water, pasta, canned seafood, dried fruits, grains,
 granolas, honey, eggs, herbs, spices and teas.

 Dry,
 Frozen and Canned Groceries. We offer a wide variety of natural and organic dry, frozen
 and canned groceries, including cereals, soups, baby foods, frozen entrees and snack items.
 We offer a broad selection of natural chocolate bars, and energy, protein and food bars.

 Meats
 and Seafood. We offer naturally-raised or organic meat products. The meat products we
 offer come from animals that have never been treated with antibiotics or hormones or fed
 animal by-products. Additionally, we only buy from companies we believe employ humane animal-raising
 practices. Our seafood items are generally frozen at the time of processing and sold from
 our freezer section, thereby ensuring freshness and reducing food spoilage and safety issues.

 Dairy
 Products and Dairy Substitutes. We offer a broad selection of natural and organic dairy
 products such as milk, eggs, cheeses, yogurts and beverages, as well as non-dairy substitutes
 made from almonds, coconuts, rice and soy.

 Prepared
 Foods. Our stores have a convenient selection of refrigerated prepared fresh food items,
 including salads, sandwiches, salsa, humus and wraps. The size of this offering varies by
 location.

 Bread
 and Baked Goods. We receive regular deliveries of a wide selection of bakery products
 for our bakery section, which includes an extensive selection of gluten-free items.

 Beverages.
 We offer a wide variety of non-alcoholic and alcoholic beverages containing natural and
 organic ingredients.

 Dietary
 Supplements. We offer a wide selection of vitamins, supplements and natural remedies.
 Our staff is well educated and trained on multiple aspects of natural medicine.

 Health,
 Beauty, and Personal Care. We offer a full range of cosmetics, skin care, hair care,
 fragrance and personal care products containing natural and organic ingredients. Our body
 care offerings range from bargain-priced basics to high-end formulations.

 Household
 and General Merchandise. Our offerings include sustainable, hypo-allergenic and fragrance-free
 household products, including cleaning supplies, paper products, dish and laundry soap and
 other common household products, including diapers.

 Quality
Assurance. We endeavor to ensure the quality of the products we sell. We work with reputable suppliers we believe are compliant with
established regulatory and industry guidelines. Our purchasing department requires a complete supplier and product profile as part of
the approval process. Our dietary supplement suppliers must follow Food and Drug Administration (FDA) current good manufacturing practices
supported by quality assurance testing for both the base ingredients and the finished product. We expect our suppliers to comply with
industry best practices for food safety.

 Many
of our suppliers are inspected and certified under the USDA National Organic Program, voluntary industry associations, and other third-party
auditing programs with regards to additional ingredients, manufacturing and handling standards. We operate all our stores in compliance
with the National Organic Program standards, which restricts the use of certain substances for cleaning and pest control and requires
rigorous recordkeeping, among other requirements.

 Our
Pricing Strategy

 We
believe our pricing strategy allows our customers to shop our stores on a regular basis for their groceries and dietary supplements.

 The
key elements of our pricing strategy include:

 heavily
 advertised discounts supported by manufacturer participation;

 in-store
 specials generally lasting for 30 days and not advertised outside the store;

 managers'
 specials, such as clearance, overstock, short-dated or promotional incentives; and

 specials
 on seasonally harvested produce.

 As
we expand our store base, we believe there are opportunities for increased leverage in fixed costs, such as administrative expenses,
as well as increased economies of scale in sourcing products. We strive to keep our product, operating and general and administrative
costs low, which allows us to continue to offer attractive pricing for our customers.

 Store
Management and Staffing. Our store staffing includes a manager and assistant manager, with department managers in each of the dietary
supplement, grocery, dairy and frozen, produce, body care and receiving departments, as well as several non-management employees. Our
regional manager is responsible for monthly store profit and loss, including labor, merchandising and inventory costs.

 To
ensure a high level of service, all employees receive training and guidance on customer service skills, product attributes and nutrition
education. Employees are carefully trained and evaluated based on a requirement that they present nutrition information in an appropriate
and legally compliant educational context while interacting with customers. Additionally, store employees are cross-trained in various
functions, including cashier duties, stocking and receiving product.

 Inventory.
 We use a robust merchandise management and perpetual inventory system that values goods at the lower of cost and net realizable value
using the average cost method. We manage shelf stock based on weeks-on-hand relative to sales, resupply time and minimum economic order
quantity.

 Sourcing
and Vendors. We source from approximately 1,000 suppliers and offer over 4,000 brands. These suppliers range from small independent
businesses to multi-national conglomerates. As of December 31, 2023, we purchased approximately 73% of the goods we sell from our top
20 suppliers. For the year ended December 31, 2023, approximately 40% of our total purchases were from one vendor. We maintain good relations
with all our suppliers and believe we have adequate alternative supply methods, including self-distribution.

 We
have longstanding relationships with our suppliers, and we require disclosure from them regarding quality, freshness, potency and safety
data information. Our bulk food private label products are packaged by us in pre-packed sealed bags to help prevent contamination while
in transit and in our stores. Unlike most of our competitors, most of our private label nuts, trail mix and flour are refrigerated in
our warehouse and stores to maintain freshness.

 Our
Employees

 Commitment
to our employees is one of our founding principles. Employees are eligible for health, long-term disability, vision and dental insurance
coverage, as well as Company paid short-term disability and life insurance benefits, after they meet eligibility requirements. Additionally,
our employees are offered a 401(k) retirement savings plan with discretionary contribution matching opportunities. This further offers
our employees the opportunity to become more familiar with our products, which we believe improves the customer service our employees
are able to provide. We believe these and other factors result in higher retention rates and encourage our employees to appreciate our
culture, which helps them better promote our brand.

 Our
Customers

 The
growth in the natural and organic grocery and dietary supplement industries and growing consumer interest in health and nutrition have
led to an increase in our core customer base. We believe the demands for affordable, nutritious food and dietary supplements are shared
attributes of our core customers, regardless of their socio-economic status. Additionally, we believe our core customers prefer a retail
store environment that offers carefully selected natural and organic products and dietary supplements. Our customers tend to be interested
in health and nutrition, and expect our store employees to be highly knowledgeable about these topics and related products.

 Competition

 The
grocery and dietary supplement retail business is a large, fragmented and highly competitive industry, with few barriers to entry. Our
competition varies by market and includes conventional supermarkets such as Publix and Winn-Dixie, mass or discount retailers such as
Sprout's Farmers Market, Wal-Mart and Target, natural and gourmet markets such as Whole Foods and The Fresh Market, specialty food
retailers such as Trader Joe's, independent health food stores, dietary supplement retailers, drug stores, farmers' markets,
food co-ops, mail order and online retailers and multi-level marketers. These businesses compete with us for customers on the basis of
price, selection, quality, customer service, shopping experience or any combination of these or other factors. They also compete with
us for products and locations. In addition, some of our competitors are expanding to offer a greater range of natural and organic foods.
We believe our commitment to carrying only carefully vetted, affordably priced and high-quality natural and organic products and dietary
supplements, as well as our focus on providing nutritional education, differentiate us in the industry and provide a competitive advantage.

 HEALTHY
CHOICE WELLNESS CENTERS and HEALTHY CHOICE WELLNESS II

choices extend past just healthy eating. HCMC, through its Healthy Choice Wellness Centers, offers premium and optimized whole person-centered
care and services, tailored to promote and maximize one's general health and well-being. Healthy Choice Wellness Centers'
services are designed to address one or more common concerns, including but not limited to immunity, anxiety, mental fortitude, sports
recovery, and more. Through these services, which include IV Nutrient Drip Infusions and Intramuscular (IM) Injection Treatments, Healthy
Choice Wellness Centers seek to provide healthy alternatives that treat the mind and body to its core, thus offering optimized healthier
living.

its wholly owned subsidiary, Healthy Choice Wellness II, LLC, the Company entered into a joint venture with an established healthcare
provider, and the joint venture is in the process of creating a structure whereby it will engage in telemedicine evaluations of patients
for semaglutide therapy. The operation will encompass, generally: medical evaluations of patients; treatment of patients with semaglutide;
coordination with providers and patients.

 Defining
Healthy Choice Wellness

 HEALTHY
 – an adjective

 indicative
 of, conducive to, or promoting good health

 CHOICE
 – a noun

 an
 act of selecting or making a decision when faced with two or more possibilities

 WELLNESS
 – a noun

 the
 state of being in good health, especially as an actively pursued goal

 Our
Mission

 To
 assist in one's achievement of personal well-being, which is an optimal and dynamic
 state that allows people to achieve their full potential through both the individual pursuit
 of wellness and the commitment and support of the communities to which they belong.

 To
 assist in maximizing overall individual wellness, which is an active process that helps individuals
 reach their optimal well-being by integrating all the dimensions of wellness into their lives;
 physical, social, emotional, spiritual, environmental, intellectual, occupational, and financial.

 To
 provide the highest standards of professionalism, emphasizing on quality of care, ethical
 behavior, ensuring client confidentiality, and the treatment of all individuals with respect
 and dignity.

 To
 provide clients an immaculate wellness facility designed for the optimal benefit of the clients
 to receive their desired treatments in a clean and sterile environment that fosters a tranquil
 space to maximize one's overall wellness and well-being.

 To
 continue the powerful pursuit of knowledge and education by all of our professionals and
 practitioners, to better provide consult to our clients for them to best maximize their overall
 wellness and well-being.

 Our
Vision

 Life
comes with a lot of choices - some easier to make than others. Healthier Living should be the easiest of those choices, and so Healthy
Choice Wellness Centers offers Health & Wellness services that assist in making those choices a lot easier. Healthy Choice Wellness
Centers seek to continue the commitment of its parent company, Healthier Choices Management Corp., in providing consumers with healthier
alternatives to everyday lifestyle choices.

Choice Wellness Centers offer premium and optimized whole person-centered care and services, tailored to promote and maximize one's
general health and well-being. All of our services are designed to address one or more common concerns, including but not limited to
immunity, anxiety, mental fortitude, sports recovery, and more. Through these services, Healthy Choice Wellness Centers seek to provide
healthy alternatives that treat the mind and body to its core, thus offering optimized healthier living.

 Our
Values

Choice Wellness Centers are committed to building a culture of well-being. Our goal is to optimize wellness, both for today and all of
our tomorrows.

Choice Wellness Centers view the communities we serve as being comprised of whole and dynamic individuals. We are sensitive to the communal
stresses of life that impact our health, wellness, and overall well-being. We promote and encourage personal responsibility and accountability
in one's pursuit of achieving and maintaining their health and wellness. Our Healthy Choice Wellness team not only participates
in the facilitation of services in the process of achieving one's wellness, but also are present to provide information, care,
and knowledge to maintain course and maximize one's well-being according to their individual health goals, wants, and needs.

Choice Wellness Center also realizes that the whole is only as strong as its parts when it comes to those communities we serve. Thus,
we put forth effort to strengthen the environments in which we live and work as they directly impact our well-being. This effort to support
wellness for the individuals (the parts) must include working to create a healthy community at large (the whole) that supports the well-being
of its members at large.

 Our
Growth Strategy

 We
seek to operate and expand our Healthy Choice Wellness centers by approaching growth via three (3) different pathways:

 1)
 Corporately
 owned and operated wellness centers

 2)
 Wellness
 Centers implementing the services of Healthy Choice Wellness Centers by way of licensing
 agreements

 3)
 Expansion
 by way of franchised locations

 Our
Products & Services

Choice Wellness Centers specialize primarily in IV Nutrient Drip Infusion and Intramuscular (IM) Injection treatments, however we seek
to expand these offerings (both in the number of IV and IM options offered, but also by adding additional whole-person centered services
for optimizing overall general health).

 IV
Nutrient Drip Infusion Treatments: Healthy Choice Wellness Center's IV Nutrient Drip Infusions are used to deliver vitamins
and minerals directly into the bloodstream, offering superior absorption over oral supplements. We offer server pre-formulated customized
solutions to address a variety of issues including:

 Immune
 System Strengthening

 Anti-Aging

 Optimal
 Athletic Performance & Recovery

 Metabolism

 Hangover
 & Headache Relief

 Cold
 & Flu Symptoms

 Chronic
 Fatigue

 Brain
 Fog

 Currently,
we offer eleven IV Nutrient Treatment Options: Quench, Get-Up-And-Go, Recovery & Performance, Immunity, Alleviate, Inner Beauty,
Myers' Cocktail, Nad+ (Premium Drip), Reboot, Glutathion, and Brainstorm.

 Intramuscular
(IM) Injection Treatments: Healthy Choice Wellness Center's Intramuscular (IM) Injection treatments deliver vitamins and minerals
directly into the bloodstream, offering superior absorption over oral supplements. We offer server pre-formulated customized solutions
to address a variety of issues including:

 Immune
 Functioning

 General
 Health

 Fight
 Illness

 Boost
 Metabolism

 Improve
 Mood

 Increase
 Energy

 Appetite
 Suppression

 Burning
 Fat

 Currently
we offer four Injection Treatment Options: Vitamin B-12, Vitamin D-3, Glutathione, and our Skinny Shot.

 Our
Employees

 Each
Healthy Choice Wellness Center is led by licensed and accredited medical professionals and practitioners who share a like-minded philosophy
with that of the Wellness Centers, as does all our support staff – we do not just practice healthy choices, we live it! We encourage
and support all of our professionals and practitioners to continue the powerful pursuit of knowledge and education, to better provide
consult to our clients for them to best maximize their overall wellness and well-being.

 Our
Customers

 The
client base for our wellness centers is not bound by age groups or genders. Our clients consist of a broad range of individuals all seeking
a common universal goal of seeking to improve their overall wellness. These individuals tend to be those who consciously live a healthy
lifestyle, and are seeking treatments to maximize and optimize their overall well-being. This includes athletes seeking treatments to
help recover quicker from injury and/or rehydrate, middle aged men and women seeking treatments to maximize their cognitive fortitude,
those wanting to help alleviate indigestion or stomach pains, and a slew of other individual reasons all ending with the drive for healthier
living.

 ONLINE
SALES

 HCMC
is your online source for the leading products in the all-natural vitamin and supplement, and health, beauty, and personal care categories
of Healthier Living.

 Backed
by 30+ years of combined experience in the health and nutrition industry, we provide our customers with only the best products on the
market — Try our exclusive offering of Ada's Naturals brand products or any of the top products from the most recognized
national natural health brands in the industry.

 VITAMINS
 & SUPPLEMENTS:

 categories include, but are not limited to: Vitamins, Minerals & Herbals, Immunity, Multivitamins,
 Sports Nutrition, Protein Powders, Collagen, Stress & Anxiety, Sleep & Relax, Brain
 Health, Pain & Inflammation, Probiotics, Energy & Stamina, Joint & Bone Support,
 Digestion, Fish Oils, Just for Men, Kids/Children/Teens, and more.

 varieties include, but are not limited to: Apple Cider Vinegar, BCAA, Biotin, Calcium, Chlorophyll,
 CLA, Collagen Peptides, Creatine, Elderberry, Omega-3's, Garlin, Glucosamine, Iron,
 Magnesium, Melatonin, Potassium, Prenatals, Probiotics, Protein Powders (Plant and Whey),
 Ashwaghanda Turmeric, Ginseng, Vitamin B,C,D,E,K+, Zinc, and more.

 brands include, but are not limited to: Ada's Naturals, Enzymedica, Garden of Life,
 Natural Vitality, New Chapter, Renew Life, Solgar, and more.

 HEALTH,
 BEAUTY, AND PERSONAL CARE:

 categories include, but are not limited to: Oral Care, Hair Care, Body Wash, Skin & Face,
 Deodorant, Suncare, Soaps, Shaving, Feminine Hygiene, Lip Balms, Ear Candles, Lotions, Hand
 Sanitizers, Essential Oils, and more.

 varieties include, but are not limited to: Body Wash, Deodorant, Ear Candles, Shampoos, Conditioners,
 Toothpaste, Mouthwashes, Shaving, Bar Soaps, Liquid Soaps, Suncare, and more.

 brands include, but are not limited to: Ada's Naturals, Alba Botanica, Aura Cacia,
 Derma-E, Desert Essence, Dr. Bronners, Every Man Jack, Heritage Store, Himalaya Botanique,
 Life-Flo, Lily of the Desert, Natracare, Naturally Fresh, Oral Essentials, South of France,
 Tea Tree Therapy, Thai Deodorant Stone, Thayers, and more.

 VAPORIZER
BUSINESS

its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, HCMC manages, and intends to expand, its intellectual property
portfolio. Additionally, HCMC markets its patented Q-Unit and Q-Cup technology through its wholly owned subsidiary The Vape
Store, Inc.. Information on these products and the technology is available on the Company's website at www.theQcup.com.
During 2022, the Company evaluated its retail store operations and management decided to close all retail stores and shift its brick
and mortar sales focus towards building a wholesale and online channel business.

 Our
Improvements and Product Development on Intellectual Property

 We
have developed, trademarked and are preparing to commercialize additional products. We include product development expenses as part of
our operating expenses. In October 2018, we announced the granting of three US patents related to our Q-Cup technology. This Q-Cup
technology provides microdosing potentially more efficiency depending on the vaping method and an "on the go" solution for
consumers who prefer to vape concentrates either medicinally or recreationally. In addition, we have a suite of patent applications pending
in the United States. There is no assurance that we will be awarded patents for of any of these pending patent applications. From 2019
through December 31, 2023, the Company was granted 9 new patents related to electronic vaporizers.

 Business
Strategy

 We
believe that our history with our suppliers, gives us an advantage over other market participants as it relates to favorable pricing,
priority as to inventory supply and delivery and first access to new products, including first access to next generation products and
technology. Management has shifted its retail sales focus to wholesale and online channel.

 We
believe that our experience in the vaporizer industry, from a development, customer service and production perspective, give us an advantage
in attracting wholesale customers and develop an online customer base.

 Competition

 Competition
in the vaporizer and e-liquid industry is intense. We compete with other sellers, most notably Altria Group, Inc., JT International,
Imperial Tobacco, and Reynolds American, Inc., which are big tobacco companies that have businesses that compete in the segment. The
nature of our competitors is varied as the market is highly fragmented and the barriers to entry into the business are low.

 As
discussed above, we compete against "big tobacco", U.S. cigarette manufacturers of both conventional tobacco cigarettes and
electronic cigarettes like Altria Group, Inc., JT International, Imperial Tobacco, and Reynolds American, Inc. We believe that "big
tobacco" is devoting more attention and resources to developing, acquiring technology patents, and offering electronic cigarettes,
vaporizers and e-liquids as these markets grow. Because of their well-established sales and distribution channels, marketing expertise
and significant resources, "big tobacco" is better positioned than small competitors like us to capture a larger share of
the electronic cigarette market. We also compete against numerous other smaller manufacturers or importers. There can be no assurance
that we will be able to compete successfully against any of our competitors, some of whom have far greater resources, capital, experience,
market penetration, sales and distribution channels than us.

 Manufacturing

 We
have no manufacturing capabilities and do not intend to develop any manufacturing capabilities. Third party manufacturers make our products
to meet our design specifications. Our customers associate certain characteristics of our products including the weight, feel, draw,
unique flavor, packaging and other attributes of our products to the brands we market, distribute and sell. Any interruption in supply
and or consistency of our products may harm our relationships and reputation with customers, and have a material adverse effect on our
business, results of operations and financial condition. In order to minimize the risk of supply interruption, we currently utilize several
third-party manufacturers to manufacture our products to our specifications. We contract with our manufacturers on a purchase order basis.
We do not have any output or requirements contracts with any of our manufacturers. Our manufacturers provide us with finished products,
which we hold in inventory for distribution, sale and use.

 Patent
Litigation

 Third
party patent lawsuits alleging our infringement of patents, trade secrets or other intellectual property rights have and could force
us to do one or more of the following:

 stop
 selling products or using technology that contains the allegedly infringing intellectual
 property;

 incur
 significant legal expenses;

 pay
 substantial damages to the party whose intellectual property rights we may be found to be
 infringing;

 redesign
 those products that contain the allegedly infringing intellectual property; or

 attempt
 to obtain a license to the relevant intellectual property from third parties, which may not
 be available to us on reasonable terms or at all.

 Future
third party lawsuits alleging our infringement of patents, trade secrets or other intellectual property rights could have a material
adverse effect on our business, results of operations and financial condition.

 We
are required to obtain licenses to patents or proprietary rights of others and may be required to obtain more in the future and as the
product continues to evolve. We cannot assure you that any future licenses required under any such patents or proprietary rights would
be made available on terms acceptable to us or at all. If we do not obtain such licenses, we could encounter delays in product market
introductions while we attempt to design around such patents, or could find that the development, manufacture, or sale of products requiring
such licenses could be foreclosed. Litigation may be necessary to defend against claims of infringement asserted against us by others,
or assert claims of infringement to enforce patents issued to us or exclusively licensed to us, to protect trade secrets or know-how
possessed by us, or to determine the scope and validity of the proprietary rights of others. In addition, we may become involved in oppositions
in foreign jurisdictions, reexamination declared by the United States Patent and Trademark Office, or interference proceedings declared
by the United States Patent and Trademark Office to determine the priority of inventions with respect to our patent applications or those
of our licensors. Litigation, opposition, reexamination or interference proceedings could result in substantial costs to and diversion
of effort by us, and may have a material adverse impact on us. In addition, we cannot assure you that our efforts to maintain or defend
our patents will be successful.

 Patent
Enforcement

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

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

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

 Regulations

 Since
a 2010 U.S. Court of Appeals decision, the Food and Drug Administration ("FDA") is permitted to regulate electronic cigarettes
as "tobacco products" under the Family Smoking Prevention and the Tobacco Control Act. Under this decision, the FDA is not
permitted to regulate electronic cigarettes as "drugs" or "devices" or a "combination product" under
the Federal Food, Drug and Cosmetic Act unless they are marketed for therapeutic purposes. This is contrary to anti-smoking devices like
nicotine patches, which undergo more extensive FDA regulation. Because the Company does not market its electronic cigarettes for therapeutic
purposes, the Company's electronic cigarettes are subject to being classified as "tobacco products" under the Tobacco
Control Act. The Tobacco Control Act grants the FDA broad authority over the manufacture, sale, marketing and packaging of tobacco products,
although the FDA is prohibited from issuing regulations banning all cigarettes or all smokeless tobacco products, or requiring the reduction
of nicotine yields of a tobacco product to zero.

 On
September 9, 2020 the FDA began enforcing rules that extended its regulatory authority to electronic cigarettes and certain other tobacco
products under the Tobacco Control Act. The rules required that electronic cigarette and e-liquid manufacturers (i) register with the
FDA and report electronic cigarette products and ingredient listings; (ii) market new electronic cigarette products only after FDA review;
(iii) only make direct and implied claims of reduced risk if the FDA confirms that scientific evidence supports the claim and that marketing
the electronic cigarette product will benefit public health as a whole; (iv) not distribute free samples; (v) implement minimum age and
identification restrictions to prevent sales to individuals under age 21; (vi) include a health warning; and (vii) not sell electronic
cigarettes in vending machines, unless in a facility that never admits youth. It is not known how long finalizing and implementing this
regulatory process may take. Accordingly, the Company has responded by beginning to take the necessary steps to ensure compliance.

 In
this regard, total compliance and related costs are not possible to predict and depend substantially on the future requirements imposed
by the FDA under the Tobacco Control Act. Costs, however, could be substantial and could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, failure to comply with the Tobacco Control Act and with FDA regulatory
requirements could result in significant financial penalties and could have a material adverse effect on the Company's business,
financial condition and results of operations and ability to market and sell the Company's products. At present, it is difficult
to predict whether the Tobacco Control Act will impact the Company to a greater degree than competitors in the industry, thus affecting
the Company's competitive position.

 State
and local governments currently legislate and regulate tobacco products, including what is considered a tobacco product, how tobacco
taxes are calculated and collected, to whom and by whom tobacco products can be sold and where tobacco products may or may not be smoked.
State and local regulation of the e-cigarette market and the usage of e-cigarettes is beginning to accelerate.

 At
present, neither the Prevent All Cigarette Trafficking Act (which prohibits the use of the U.S. Postal Service to mail most tobacco products,
which would require individuals and businesses that make interstate sales of cigarettes or smokeless tobacco to comply with state tax
laws) nor the Federal Cigarette Labeling and Advertising Act (which governs how cigarettes can be advertised and marketed) apply to electronic
cigarettes. The application of either or both of these federal laws to vaporizers and electronic cigarettes would have a material adverse
effect on the Company's business, results of operations and financial condition.

 On
July 1, 2015, the FDA published a document entitled "Advanced notice of proposed rulemaking" or the Advance. Through the
Advance, the FDA solicited public comments on whether it should issue rules with respect to nicotine exposure warning and child-resistant
packaging for e-liquids containing nicotine. Following public comment, the FDA may issue proposed rules in furtherance of the purposes
outlined in the Advance and ultimately pass the rules as proposed or in modified form. We cannot predict whether rules will be passed
or if they will have a material adverse effect on our future results of operations and financial conditions.

 The
Company expects that the tobacco industry will experience significant regulatory developments over the next few years, driven principally
by the World Health Organization's FCTC. The FCTC is the first international public health treaty on tobacco, and its objective
is to establish a global agenda for tobacco regulation with the purpose of reducing initiation of tobacco use and encouraging cessation.
Regulatory initiatives that have been proposed, introduced or enacted include:

 the
 levying of substantial and increasing tax and duty charges;

 restrictions
 or bans on advertising, marketing and sponsorship;

 the
 display of larger health warnings, graphic health warnings and other labelling requirements;

 restrictions
 on packaging design, including the use of colors and generic packaging;

 restrictions
 or bans on the display of tobacco product packaging at the point of sale, and restrictions
 or bans on cigarette vending machines;

 requirements
 regarding testing, disclosure and performance standards for tar, nicotine, carbon monoxide
 and other smoke constituents' levels;

 requirements
 regarding testing, disclosure and use of tobacco product ingredients;

 increased
 restrictions on smoking in public and work places and, in some instances, in private places
 and outdoors;

 elimination
 of duty free allowances for travelers; and

 encouraging
 litigation against tobacco companies.

 If
vaporizers, and electronic cigarettes, are subject to one or more significant regulatory initiates enacted under the FCTC, the Company's
business, results of operations and financial condition could be materially and adversely affected.

 Seasonality

 Our
business is active throughout the calendar year and does not experience significant fluctuation caused by seasonal changes in consumer
purchasing.

 Insurance
and Risk Management

 We
use a combination of insurance and self-insurance to cover workers' compensation, general liability, product liability, director
and officers' liability, employment practices liability, associate healthcare benefits and other casualty and property risks. Changes
in legal trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level
changes due to changes in applicable laws, insolvency of insurance carriers and changes in discount rates could all affect ultimate settlements
of claims. We evaluate our insurance requirements and providers on an ongoing basis.

 Information
Technology Systems

 We
have made significant investments in overhead and information technology infrastructure, including purchasing, receiving, inventory,
point of sale, accounting automation, reporting and financial systems.

 Segment
Information

 We
have two reporting segments, natural and organic retail stores ("Grocery") and vapor products ("Vapor"), through
which we conduct all of our business.

 The
Company has included the results of the Healthy Choice Wellness Centers and Healthy Choice Wellness II, LLC under the grocery segment
due to its operations being de minimis.

 Going
Concern and Management's Plan

 The
accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the
United States of America ("GAAP"), which contemplate the continuation of the Company as a going concern for the next twelve
months from the issuance of this Form 10-K and realization of assets and satisfaction of liabilities in the normal course of business
and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The
carrying amounts of assets and liabilities presented in the consolidated financial statements do not necessarily purport to represent
realizable or settlement values.

 The Company currently and historically has reported net losses and cash outflows from operations. As of December 31, 2023, cash totaled
approximately $5.1 million. The Company anticipates that its current cash and cash generated from operations will not be sufficient to
meet the projected operating expenses for the foreseeable future through at least twelve months from the issuance of these consolidated
financial statements. In order to improve the Company's liquidity position, management's plans include significantly reducing
the use of outside consultants, which would result in over $1,000,000 in general and administrative expenses savings based on the actual
spend which occurred during the year ended December 31, 2023. The Company contracted a third party consultant, whose expertise is streamlining
operations, to identify areas of improvement and cost savings. The Company will implement the consultant's recommendation in anticipation
of realizing savings and achieving profitability. The Company plans on continuing to expand its Grocery segment via acquisition which
will help achieve profitability. Also, the Company is formulating plans to raise capital from outside investors, as it has done in the
past, to fund any operating losses and also provide capital for further business acquisitions. The result of the capital raise is to improve
the Company's operating and financial performance. The success of these plans is dependent upon various factors, foremost being
the ability to reduce outside consulting expenses and the ability to secure additional capital from outside investors. There can be no
assurance that such plans will be successful.

 Item
1A. Risk Factors.

 Not
applicable to smaller reporting companies.

 Item
1B. Unresolved Staff Comments.

 None

 Item
1C. Cybersecurity

 We
believe cybersecurity is critical importance to our success. We are susceptible to a number of significant and persistent cybersecurity
threats, including those common to most industries as well as those we face as a retailer, operating in an industry characterized by
a high volume of customer transactions and collection of sensitive data. These threats, which are constantly evolving, include data breaches,
ransomware, and phishing attacks. We, and our vendors and suppliers, regularly face attempts by malicious actors to breach our security
and compromise our information technology systems. A cybersecurity incident impacting us or any vendor or supplier could significantly
disrupt our operations and result in damage to our reputation, costly litigation and/or government enforcement action. Accordingly, we
are committed to maintaining robust cybersecurity and data protection and continuously evaluate the impact of cybersecurity threats,
considering both immediate and potential long-term effects of these threats on our business strategy, operations, and financial condition.

 Under
the oversight of our Board of Directors, our management has established comprehensive processes for identifying, assessing and managing
material risks from cybersecurity threats, and these processes are integrated into our overall enterprise risk management program. Our
approach is proactive and adaptive, featuring regular security assessments, third-party audits, team member training, and continuous
improvement of our cybersecurity infrastructure. We work to align our practices with industry best practices and regulatory standards.
Our processes include detailed response procedures to be followed in the event of a cybersecurity incident, which outline steps to be
followed from detection to assessment to notification and recovery, including internal notifications to management, the risk committee
and the Board, as appropriate.

 Members
of management, including our Chief Operating Officer, provide the Board updates on cybersecurity risk matters on a quarterly basis and
more frequently if circumstances dictate. In these updates, members of the Board apprised of cybersecurity incidents that are deemed
to have had a moderate or higher impact even if immaterial to us. In addition, management regularly discusses with among themselves the
risks related to cybersecurity and critical systems in order to provide input on the appropriate level of risk for our company and reviews
management's strategies for adequately mitigating and managing the identified risks. Management regularly update our full Board
with respect to cybersecurity matters.

 Our
Chief Operating Officer is primarily responsible for managing material risks from cybersecurity threats, and is supported by third party
cybersecurity specialists. Management participates in periodic training and education on cybersecurity related topics. We engage specialized
cybersecurity consultants and leverage third-party expertise to bolster our cybersecurity defenses. Our enterprise risk management program
is designed to identify, prioritize and assess a broad range of risks, including risks from cybersecurity threats, that may affect our
ability to execute our corporate strategy and fulfill our business objectives.

 The
following is a list of measures that were implemented as part of our increased focus on cybersecurity:

 Complete
 endpoint protection - All endpoints have been covered by an enhanced endpoint protection
 agent.

 Cloud
 infrastructure - Critical infrastructure started moving to the cloud and protected by enhanced
 anti-virus and recurring backup policies.

 Email
 services have been put through a rigorous intelligent phishing and spam filter to prevent
 attacks

 In
addition, our third-party vendors and service providers play a role in our cybersecurity. These third parties are integral to our operations
but pose cybersecurity challenges due to their access to our data and our reliance for various aspects of our operations, including our
supply chain. We conduct due diligence before onboarding new vendors and maintain ongoing evaluations to ensure compliance with our security
standards.

 As
of the date of this report, no cybersecurity incidents have had, either individually or in the aggregate, a material adverse effect on
our business, financial condition or results of operations. Notwithstanding the extensive approach we take to cybersecurity, we may not
be successful in preventing or mitigating a cybersecurity incident that could have a material adverse effect on us.

 Item
2. Properties.

 The
Company operates its business from numerous facilities in Florida, Virginia, New York and New Jersey. These leased facilities include
our headquarters location, warehouse and retail stores.

 Grocery
Segment. As of December 31, 2023, our Grocery segment had 15 retail stores in Florida, New York, New Jersey, and Virginia which aggregate
approximately 122,000 square feet, 14 stores are leased by our grocery segment. The Company owns the property in Saugerties store in
New York. The Company believes the properties used by our grocery segment are in good operating condition and are suitable for the conduct
of its business.

 Our
headquarters and warehouse are located in Hollywood, Florida which aggregates approximately 10,000 square feet.

 Item
3. Legal Proceedings.

 No
response is required under Item 103 of Regulation S-K.

 Item
4. Mine Safety Disclosures.

 None.

 PART
II

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

 Our
common stock is currently listed on the OTC Pink marketplace under the symbol "HCMC".

 As
of March 27, 2024, there were approximately 1,400 stockholders of record for our common stock. A substantially greater
number of stockholders may be "street name" or beneficial holders, whose shares are held of record by banks, brokers and
other financial institutions.

 As
of March 27, 2024, the last reported sale price of our common stock on the OTC Pink Marketplace was $0.0001 per share.

 We
have never declared or paid, and do not anticipate declaring or paying, any cash dividends on any of our capital stock. We currently
intend to retain all available funds and any future earnings for use in the operation of our business and do not anticipate paying any
dividends in the foreseeable future. Future determination as to the declaration and payment of dividends, if any, will be at the discretion
of our Board and will depend on then existing conditions, including our operating results, financial conditions, contractual restrictions,
capital requirements, business prospects and other factors our Board may deem relevant.

 On
August 18, 2022, the Company entered into a Securities Purchase Agreement pursuant to which the Company sold and issued 14,722
shares of its Series E Redeemable Convertible Preferred Stock to institutional investors for $1,000 per share or an aggregate
subscription of $13.25 million. The number of shares issued to each participant is based on subscription amount multiplied by
conversion rate of 1.1111. The Company also incurred offering costs of approximately $410,000, which covers legal and consulting
fees. As of March 27, 2024, 12,026 shares of Series E Redeemable Convertible Preferred Stock were redeemed, and 1,585 shares were converted
into common stock.

 Item
6. Selected Financial Data.

 Not
required for smaller reporting companies.

 Item
7. Management's Discussion and Analysis of Financial Condition and Results of Operations.

 You
should read the following discussion in conjunction with our audited historical consolidated financial statements, which are included
elsewhere in this report. "Management's Discussion and Analysis of Financial Condition" and "Results of Operations"
contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those
discussed in the forward-looking statements.

 Cautionary
Note Regarding Forward Looking Statements

 This
report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements
other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity,
business strategy, plans and objectives of management for future operations, are forward-looking statements.

 Forward-looking
statements contained in this report include:

 Our
 liquidity;

 Opportunities
 for our business; and

 Growth
 of our business.

 The
words "believe," "may," "estimate," "continue," "anticipate," "intend,"
"should," "plan," "could," "target," "potential," "is likely,"
"expect," and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based
these forward-looking statements largely on our current expectations and projections about future events and financial trends that we
believe may affect our financial condition, results of operations, business strategy and financial needs.

 The
results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that
may cause actual results to differ materially from these forward-looking statements are contained in the Risk Factors contained herein.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments
or otherwise. For more information regarding some of the ongoing risks and uncertainties of our business, see the Risk Factors below.

 Factors
Affecting Our Performance

 We
believe the following factors affect our performance:

 Retail:
We believe the operating performance of our retail stores will affect our revenue and financial performance. The Company has four natural
and organic groceries and dietary supplement stores located in Florida, as well as ten located in New York and New Jersey. The Company closed its last 4 remaining retail vape stores during the calendar year ended December 31, 2022, as management had shifted its retail sales focus to the wholesale and online channel. The adverse industry
trends and increasing federal and state regulations that, if implemented, may negatively impact future wholesale and online operations
in vapor segment.

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

 Results
of Operations

 The
following table sets forth our Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 which is used in
the following discussions of our results of operations:

 For the Year Ended December 31,

 2023 to 2022

 2023

 2022

 Change $

 SALES:

 Vapor sales, net

 $

 $

 $
 (256,746
)

 Grocery sales, net

 55,689,793

 29,009,640

 26,680,153

 Total Sales

 26,423,407

 Cost of sales vapor

 112,880

 (112,093
)

 Cost of sales grocery

 35,341,569

 18,929,905

 16,411,664

 GROSS PROFIT

 20,348,054

 10,224,218

 10,123,836

 OPERATING EXPENSES

 Selling, general and administrative

 32,219,733

 13,342,431

 Impairment of goodwill

 -

 TOTAL OPERATING EXPENSES

 38,323,733

 19,446,431

 LOSS FROM OPERATIONS

 (17,975,679
)

 (8,653,084
)

 (9,322,595
)

 OTHER INCOME (EXPENSES):

 Change in contingent consideration

 774,900

 333,100

 441,800

 Other (expenses) income, net

 (1,485,612
)

 913,092

 (2,398,704
)

 Interest income (expense), net

 211,996

 202,653

 9,343

 Loss on investment

 (8,485
)

 (13,372
)

 4,887

 Total other income (expense), net

 (507,201
)

 1,435,473

 (1,942,674
)

 NET LOSS

 $
 (18,482,880
)

 $
 (7,217,611
)

 $
 (11,265,269
)

 Net
vapor sales decreased $0.3 million to $0.6 thousand for the year ended December 31, 2023 as compared to $0.3 million for the same period
in 2022. The decrease in sales was primarily due to closing all our retail vape stores throughout 2022, as management shifted its
retail sales focus to the wholesale and online channel. The sales for 2023 were significantly impacted by technical issues associated
with the processing of credit card payments on the Q-Cup.com website and the inability to bring new products to market via distribution.
Net grocery sales increased $26.6 million to $55.7 million for the year ended December 31, 2023 as compared to $29.0 million for the
same period in 2022. The $27.6 million increase in grocery sales was primarily a result of a full year operations for the year ended
December 31, 2023 of Mother Earth's Storehouse acquired in February 2022, Green's Natural Foods acquired in October 2022
and the acquisition of Ellwood Thompson's in October 2023, offset by a decrease in same-store sales of $1.0 million.

 Vapor
cost of goods sold for the year ended December 31, 2023 and 2022 were $0.01 million and $0.1 million, respectively, a decrease of $0.1
million. The decrease in cost of goods sold was primarily due to closing all of our retail vape stores throughout 2022, as management
shifted its retail sales focus to build the wholesale and online channel. Grocery store cost of goods sold for the year ended December
31, 2023 and 2022 were $35.3 million and $18.9 million, respectively, an increase of $17.5 million was primarily a result of full year
operations in 2023 of Mother Earth's Storehouse acquired in February 2022, Green's Natural Foods acquired in October 2022
and the acquisition of Ellwood Thompson's in October 2023, offset by a decrease in same-store cost of goods sold of $1.1 million.

 Total
selling, general and administrative expenses increased $13.3 million from $18.9 million for the year ended December 31, 2022 to $32.2
million for the year ended December 31, 2023. The increase of $11.3 million was a result of full year operations for the year ended December
31, 2023 of Mother Earth's Storehouse acquired in February 2022, Green's Natural Foods acquired in October 2022 as well as
the acquisition of Ellwood Thompson's in October 2023. The remaining increase was primarily due to an increase in stock compensation
of $3.4 million, offset by $0.8 million decrease in professional fees, coupled with a decrease in headquarter payroll and payroll benefits
of $0.6 million.

 The
Company had an impairment of $6.1 million for the year ended December 31, 2023. The Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain operational
costs that have impacted our expectations such that future growth and profitability is lower than previous estimates. Furthermore, during
the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant on its own, when combined
with the other factors indicated that the Company's goodwill of $6.1 million was determined to be impaired for the year ended December
31, 2023.

 Total
other (expenses) income, net of $0.5 million for the year ended December 31, 2023 includes $0.8 million of other income related to
the change in fair value of the contingent consideration with Green's Natural Foods seller's earn-out, interest income
of $0.2 million, offset by $0.01 million loss on investment, and $1.5 million provision for probable and estimable legal matter issue. Net
other income of $1.5 million for the year ended December 31, 2022 includes a gain on employee retention tax credit of $0.9 million,
change in fair value of the contingent consideration with Green's Natural Foods seller's earn-out of $0.3 million, and
interest income of $0.2 million, offset by $0.01 million loss on investment.

 Liquidity
and Capital Resources

 For the year ended December 31,

 2023

 2022

 Net cash (used in) provided by:

 Operating activities

 $
 (4,739,136
)

 $
 (3,866,082
)

 Investing activities

 (768,555
)

 (10,726,409
)

 Financing activities

 (13,548,115
)

 12,786,211

 $
 (19,055,806
)

 $
 (1,806,280
)

 Our
net cash used in operating activities of $4.7 million for the year ended December 31, 2023 resulted from our net loss of $18.5 million
and a net cash usage of $1.9 million from changes in operating assets and liabilities, offset by a non-cash adjustments of $15.6 million.
Our net cash used in continuing operating activities of $3.8 million for the year ended December 31, 2022 resulted from our net loss
of $7.2 million and a net cash usage of $0.2 million from changes in operating assets and liabilities, offset by a non-cash adjustments
of $3.5 million.

 The
net cash used in investing activities of $0.8 million for the year ended December 31, 2023 resulted from the acquisition of Ellwood Thompson's,
the collection of a note receivable, and purchases of a patent and property and equipment. The net cash used in investing activities
of $10.7 million for the year ended December 31, 2022 resulted from the collection of a note receivable, the acquisition of new businesses
and purchases of a patent and property and equipment.

 The
net cash used in financing activities of $13.5 million for the year ended December 31, 2023 is due to Series E Preferred Stock redemptions
and exercises, payment for deferred offering cost related with the spin off, and principle payment on loan payable. The net cash provided
by financing activities of $12.8 million for the year ended December 31, 2022 is due to proceeds received from Securities Purchase Agreement
of $12.8 million, partially offset by a principal payment of $0.09 million on promissory note.

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

 Our
cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of
our cash are concentrated in one large financial institution and are generally in excess of the Federal Deposit Insurance Corporation
(FDIC) insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the
Company's cash position as of December 31, 2023 and December 31, 2022.

 2023

 2022

 Cash

 $
 5,081,086

 $
 22,911,892

 Total assets

 $
 30,969,579

 $
 55,255,030

 Percentage of total assets

 16.41
 %

 41.5
 %

 As
of December 31, 2023, the Company had cash of $5.1 million and negative working capital of $0.5 million. The Company has incurred recurring
net losses and operations have not provided cash flows. The Company expects to continue incurring losses for the foreseeable future and
may need to raise additional capital to satisfy business obligations, and to continue as a going concern. We believe that current cash
on hand and cash flow from operations will not be sufficient to fund our working capital and other cash requirements over the next twelve
months.

 Off-Balance
Sheet Arrangements

 We
do not have any off-balance sheet arrangements other than operating leases for retail locations, equipment, and vehicles.

 Seasonality

 We
do not consider our business to be seasonal.

 Critical
Accounting Policies and Estimates

 The
preparation of financial statements in conformity with accounting principles generally accepted in the United States (U.S. GAAP)
requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during
the reporting period. The financial statements include estimates based on currently available information and our judgment as to the
outcome of future conditions and circumstances. These estimates and assumptions include useful lives and
impairment of long-lived assets, goodwill, deferred taxes and related valuation allowances, and the valuation of the assets and
liabilities acquired in business combinations. Changes in the status of certain facts or circumstances could result in material
changes to the estimates used in the preparation of the financial statements and actual results could differ from the estimates and
assumptions.

Recognition

 The
Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers ("ASC 606"), the core principle
of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that
reflects the consideration to which the entity expects to be entitled to receive in exchange for those goods or services. To achieve
this core principle, five basic criteria must be met before revenue can be recognized:

 Identification
 of the contract, or contracts, with a customer;

 Identification
 of the performance obligations in the contract;

 Determination
 of the transaction price;

 Allocation
 of the transaction price to the performance obligations in the contract; and

 Recognition
 of revenue when, or as, the Company satisfies a performance obligation.

 Impairment
of Long-Lived Assets

 We
review long-lived assets for impairment including intangible assets with determinable useful lives whenever events or changes in circumstances
indicate that the carrying value of the corresponding asset group may not be realizable. The Company estimated future undiscounted cash
flows associated with the asset group are compared to the asset group's carrying amount to determine if an impairment of such asset
is necessary. This requires us to make long-term forecasts of the future revenues and costs related to the assets groups subject to review.
Forecasts require assumptions about demand for our products and future market conditions. Estimating future cash flows requires significant
judgment, and our projections may vary from cash flows eventually realized. Future events and unanticipated changes to assumptions could
require a provision for impairment in a future period. The effect of any impairment would be reflected in operating income in the Consolidated
Statements of Operations. In addition, we estimate the useful lives of our long-lived assets and other intangibles and periodically review
these estimates to determine whether these lives are appropriate.

 Goodwill is the excess of consideration
paid for an acquired entity over the fair value of the amounts assigned to assets acquired, including other identifiable intangible assets,
and liabilities assumed in a business combination. To determine the amount of goodwill resulting from a business combination, the company
hires third party valuation firm to perform valuation and assessment to determine the acquisition date fair value of the acquired company's
tangible and identifiable intangible assets and liabilities.

 Goodwill is required to be evaluated
for impairment on an annual basis or whenever events or changes in circumstances indicate the asset may be impaired. An entity has the
option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that
it is more likely than not that the fair value of a reporting unit is less than its carrying amount. These qualitative factors include:
macroeconomic and industry conditions, cost factors, overall financial performance and other relevant entity-specific events. If the entity
determines that this threshold is met, then the company may apply a one-step quantitative test and record the amount of goodwill impairment
as the excess of a reporting unit's carrying amount over its fair value, not to exceed the total amount of goodwill allocated to
the reporting unit. The company determines fair value through multiple valuation techniques and weights the results accordingly. The company
is required to make certain subjective and complex judgments in assessing whether an event of impairment of goodwill has occurred, including
assumptions and estimates used to determine the fair value of its reporting units. The company has elected to perform its annual goodwill
impairment review on September 30 of each year or more often if deemed necessary.

 Business
Combinations

 The
Company applies the provisions of ASC Topic 805, Business Combinations ("ASC 805") in the accounting for acquisitions of
businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable tangible and intangible
assets acquired and liabilities assumed, measured at their acquisition date fair values. Goodwill as of the acquisition date is measured
as the excess of consideration transferred over the aforementioned amounts. Acquisition costs are expensed as incurred and recorded in
selling, general and administrative expenses in the consolidated statements of operations.

 Deferred Taxes and Valuation Allowance

 We account for income taxes pursuant to the asset and liability method of accounting for income taxes pursuant to
FASB ASC740, "Income Taxes." Deferred tax assets and liabilities are recognized for taxable temporary differences and operating
loss carry forwards. Temporary differences are the differences between the reported amount of assets and liabilities and their tax bases.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion
or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in
tax laws and rates on the date of enactment.

 Non-GAAP
Financial Measures

 The
following discussion and analysis contains a non-GAAP financial measure. Generally, a non-GAAP financial measure is a numerical measure
of a company's performance, financial position or cash flows that either excludes or includes amounts that are not normally included
or excluded in the most directly comparable measure calculated and presented in accordance with generally accepted accounting principles
(GAAP). Non-GAAP financial measures should be viewed as supplemental to, and should not be considered as alternative to, net income,
operating income, and cash flow from operating activities, liquidity or any other financial measures. Non-GAAP financial measures may
not be indicative of the historical operating results of the Company nor are they intended to be predictive of potential future financial
results. Investors should not consider non-GAAP financial measures in isolation or as substitutes for performance measures calculated
in accordance with GAAP.

 Management
believes stockholders benefit from referring to the Adjusted EBITDA in planning, forecasting, and analyzing future periods. Management
uses this non-GAAP financial measure in evaluating its financial and operational decision making and as a means of evaluating period
to period comparison.

 EBITDA,
or earnings before interest, taxes, depreciation, and amortization, is an alternate measure of profitability to net income. Management
believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to
evaluate and assess our core operating results from period to period after removing the impact of significant non-cash and non-recurring
charges that effect comparability between reporting periods. We define Adjusted EBITDA as net loss adjusted for non-cash charges for
depreciation and amortization, impairment of goodwill, stock compensation, change in contingent consideration, also adjusted for non-recurring
other expense (income), net, loss on investment, and interest income. Our management recognizes that Adjusted EBITDA has inherent limitations
because of the excluded items.

 We
have included a reconciliation of our non-GAAP financial measure to net loss as calculated in accordance with GAAP. We believe that providing
the non-GAAP financial measure, together with the reconciliation to GAAP, helps investors make comparisons between the Company and other
companies. In making any comparisons to other companies, investors need to be aware that companies use different non-GAAP measures to
evaluate their financial performance. Investors should pay close attention to specific definitions being used and to the reconciliation
between such measures and the corresponding GAAP measures provided by each company under applicable rules of the Securities and Exchange
Commission.

 2023

 2022

 Reconciliation from net loss to adjusted EBITDA:

 Operating loss

 $
 (18,482,880
)

 $
 (7,217,611
)

 Interest expense

 205,449

 35,730

 Depreciation and amortization

 1,492,261

 1,061,615

 EBITDA

 (16,785,170
)

 (6,120,266
)

 Stock-based compensation expense

 3,430,250

 72,222

 Impairment of goodwill

 -

 Change in contingent consideration

 (774,900
)

 (333,100
)

 Loss on investment

 8,485

 13,372

 Other expense (income), net

 1,485,612

 (913,092
)

 Interest income

 (417,445
)

 (238,383
)

 Adjusted EBITDA

 $
 (6,949,168
)

 $
 (7,519,247
)

 Item
7A. Quantitative and Qualitative Disclosures About Market Risk.

 Not
applicable to smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data.

 See
pages F-1 through F-23.

 Item
9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

 None.

 Item
9A. Controls and Procedures.

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

 Evaluation
of Disclosure Controls and Procedures. Our management, including our Principal Executive Officer and Principal Financial Officer,
did not carry out an evaluation on internal controls during the year ended December 31, 2023 in regard to the effectiveness of our disclosure
controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act. As
an evaluation was not carried out, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls
and procedures were ineffective as of the end of the period covered by this report.

 Inherent
Limitations of Internal Controls over Financial Reporting. The Company's internal control over financial reporting is designed
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. The Company's internal control over financial reporting includes
those policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the Company's assets; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that the Company's
receipts and expenditures are being made only in accordance with authorizations of the Company's management and directors; and
(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's
assets that could have a material effect on the Company's financial statements.

 Changes
in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting
that occurred during the quarter ending December 31, 2023 that have materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.

 Management's
Annual Report on Internal Control over Financial Reporting. The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation
of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's internal control over financial reporting was
ineffective as of December 31, 2023 and noted the material weaknesses as follows:

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

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

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

 Segregation
 of duties due to lack of personnel.

 Failure to follow accounts payable policies and procedures for vendor information updates.

 The Company had ineffective design, implementation and, operation of controls over logical access, program change management, and vendor
management controls. The Company controls on IT should have included the following:

 appropriate restrictions that would adequately prevent users from gaining
inappropriate access to the financially relevant systems.

 IT program and data changes affecting the Company's financial IT applications
and underlying accounting records, should be identified, tested, authorized and implemented appropriately to validate that data produced
by its relevant IT system(s) were complete and accurate.

 Obtaining
and reviewing key third party service provider SOC reports.

 Our
management concluded that considering internal control deficiencies, in the aggregate, rise to the level of material weaknesses,
we did not maintain effective internal control over financial reporting as of December 31, 2023 based on the criteria set forth in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 Remediation
Efforts

 Following
this assessment and during the twelve months ended December 31, 2023, we have undertaken an action plan to strengthen internal controls
and procedures:

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

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

 Establishing
 policies and procedures in the IT area to mitigate data breach, unauthorized access and address
 segregation of duties, as well as review key third party service provider SOC reports.

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

 Providing sufficient training to accounts payable associates and enforcing accounts payable policies and procedures.

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

 Item
9B. Other Information.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 The
following table sets forth information regarding our executive officers and directors as of December 31, 2023:

 Name

 Age

 Position

 Executive
 Officers:

 Chief
 Executive Officer, Chairman and Director

 John
 A. Ollet

 Chief
 Financial Officer

 Christopher
 Santi

 President
 and Chief Operating Officer

 Non-Employee
 Directors:

 Clifford
 J. Friedman

 Dr.
 Anthony Panariello

 Executive
Officers

Holman has been our Chairman of the Board and Chief Executive Officer since April 2014. From February 2013 until March 4, 2015,
Mr. Holman serviced as our President. Mr. Holman has been a member of our Board since May 2013 and has served as a member of the Board
of Directors of our subsidiary Smoke Anywhere, USA since its inception on March 24, 2008. Since 1998, Mr. Holman has been the President
of Jeffrey E. Holman & Associates, P.A., a South Florida based law firm. He has also been a Partner in the law firm of Holman, Cohen
& Valencia since 2000. Mr. Holman was selected as a director for his business and legal experience. In addition, as one of the founders
of Smoke Anywhere, Mr. Holman possesses an in-depth understanding of the challenges, risks and characteristics unique to our industry.

 Christopher
Santi has been our Chief Operating Officer since December 12, 2012 and has also served as the President since April 11, 2016.
Previously, Mr. Santi served as Director of Operations of the Company beginning in October 2011. Mr. Santi served as the National Sales
Manager of Collages.net from November 2007 to October 2011.

 John
A. Ollet has been our Chief Financial Officer since December 12, 2016. Mr. Ollet previously served as Executive Vice President-Finance
for Systemax, Inc. (NYSE:SYX) from 2006 to 2016. His prior chief financial officer experience also includes serving as Vice President
and Chief Financial Officer of Arrow Cargo Holdings, Inc., an airline logistics company, and VP Finance /CFO - The Americas - Cargo Division,
KLM Royal Dutch Airlines, an airline company. He also previously served as Vice President Finance/Administration at Sterling-Starr Maritime
Group, Inc. and served on the audit staff of Arthur Andersen & Co. Mr. Ollet received a bachelor's degree in Finance/Economics
and a master's degree in business administration from Florida International University. Mr. Ollet is a Certified Public Accountant.

 Non-Employee
Directors

 Anthony
Panariello, M.D. has been a director since April 15, 2016. Dr. Panariello is a Board Certified in Pulmonology and Internal Medicine
in Florida and has been in private practice since 1996, serving as an attending physician at a number of hospitals. Dr. Panariello is
a member of the College of Physicians and the American College of Chest Physicians. Additionally, Dr. Panariello currently serves as
a Lieutenant Commander in the Medical Corps of the United States Navy Reserve. Dr. Panariello received his Bachelor of Science from the
State University of New York at Stony Brook and his medical degree from the Autonomous University of Guadalajara.

 Clifford
J. Friedman has been a director since April 15, 2016. Mr. Friedman is a certified public accountant in Coral Springs, Florida
and manages his own public accounting, tax and consulting practice since 2001. From 1992 to 2000, Mr. Friedman was Vice President - Finance
and Administration of the Box Worldwide, Inc., a Viacom company. He received an M.B.A. from Nova Southeastern University and his B.B.A.
from Pace University.

 Corporate
Governance

 Board
Responsibilities

 The
Board oversees, counsels, and directs management in the long-term interest of the Company and its stockholders. The Board's responsibilities
include establishing broad corporate policies and reviewing the overall performance of the Company. The Board is not, however, involved
in the operating details on a day-to-day basis.

 Board
Committees and Charters

 The
Board and its Committees meet throughout the year and act by written consent from time-to-time as appropriate. The Board delegates various
responsibilities and authority to different Board Committees. Committees regularly report on their activities and actions to the Board.

 The
Board currently has and appoints the members of: The Audit Committee, the Compensation Committee and the Nominating and Corporate Governance
Committee. Each of these committees have a written charter which can be found on our corporate website at www.healthiercmc.com/committee-charters/.

 The
following table identifies the independent and non-independent current Board and committee members:

 Name

 Independent

 Audit

 Nominating
 And Corporate Governance

 Dr.
 Anthony Panariello

 X

 X

 X

 X

 Clifford
 J. Friedman

 X

 X

 X

 X

Independence

 Our
Board has determined that Clifford J. Friedman and Dr. Anthony Panariello are independent in accordance with standards under the OTC
Pink Marketplace. Our Board determined that as a result of being an executive officer, Messrs. Jeffrey Holman is not independent under
the OTC Pink Marketplace Bulletin Boards. Our Board has also determined that Clifford J. Friedman and Dr. Anthony Panariello are independent
under the OTC Pink Marketplace independence standards for Audit and Compensation Committee members.

 Committees
of the Board

 Audit
Committee

 The
Audit Committee, which currently consists of Clifford J. Friedman (chair) and Dr. Anthony Panariello, reviews the Company's financial
reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit
Committee approves all audit and non-audit services, and reviews the independence of our independent registered public accounting firm.

 Audit
Committee Financial Expert

 Our
Board has determined that Clifford J. Friedman is qualified as an Audit Committee Financial Expert, as that term is defined by the rules
of the SEC and in compliance with the Sarbanes-Oxley Act of 2002.

Committee

 The
function of the Compensation Committee is to determine the compensation of our executive officers. The Compensation Committee has the
power to set performance targets for determining periodic bonuses payable to executive officers and may review and make recommendations
with respect to stockholder proposals related to compensation matters. Additionally, the Compensation Committee is responsible for administering
the Company's equity compensation plans including the Company's 2015 Equity Incentive Plan, as amended.

 The
members of the Compensation Committee are all independent directors within the meaning of applicable Nasdaq Listing Rules and all of
the members are "non-employee directors" within the meaning of Rule 16b-3 under the Exchange Act.

 Nominating
and Corporate Governance Committee

 The
responsibilities of the Nominating and Corporate Governance Committee include the identification of individuals qualified to become Board
members, the selection of nominees to stand for election as directors, the oversight of the selection and composition of committees of
the Board, establish procedures for the nomination process including procedures and the oversight of the evaluations of the Board and
management. The Nominating and Corporate Governance Committee has not established a policy with regard to the consideration of any candidates
recommended by stockholders since no stockholders have made any recommendations. If we receive any stockholder recommended nominations,
the Nominating Committee will carefully review the recommendation(s) and consider such recommendation(s) in good faith.

Committee Interlocks and Insider Participation

 None
of the members of our compensation committee has ever been an officer or employee of the Company. None of our executive officers serve,
or have served during the last fiscal year, as a member of our compensation committee or other Board committee performing equivalent
functions of any entity that has one or more executive officers serving on our Board or on our compensation committee.

 Board
Assessment of Risk

 The
Board is actively involved in the oversight of risks that could affect the Company. This oversight is conducted primarily through the
Audit Committee, but the full Board has retained responsibility for general oversight of risks. The Audit Committee considers and reviews
with our independent public accounting firm and management the adequacy of our internal controls, including the processes for identifying
significant risks and exposures, and elicits recommendations for the improvements of such procedures where desirable. In addition to
the Audit Committee's role, the full Board is involved in oversight and administration of risk and risk management practices. Members
of our senior management have day-to-day responsibility for risk management and establishing risk management practices, and members of
management are expected to report matters relating specifically to the Audit Committee directly thereto, and to report all other matters
directly to the Board as a whole. Members of our senior management have an open line of communication to the Board and have the discretion
to raise issues from time-to-time in any manner they deem appropriate, and management's reporting on issues relating to risk management
typically occurs through direct communication with directors or committee members as matters requiring attention arise. Members of our
senior management regularly attend portions of the Board's meetings, and often discuss the risks related to our business.

 Code
of Ethics

 The
Company has a code of ethics, "Business Conduct: "Code of Conduct and Policy," that applies to all of the Company's
employees, including its principal executive officer, principal financial officer and principal accounting officer, and the Board. A
copy of this code is available on the Company's website at  The Company intends to
disclose any changes in or waivers from its code of ethics by posting such information on its website or by filing a Current Report on
Form 8-K.

 Stockholder
Communications

 Although
we do not have a formal policy regarding communications with our Board, stockholders may communicate with the Board by writing to us
at Healthier Choices Management Corp., 3800 N 28th Way, Hollywood, FL 33020, Attention: Corporate Secretary, or by facsimile (305) 600-5004.
Stockholders who would like their submission directed to a member of the Board may so specify, and the communication will be forwarded,
as appropriate.

 Section
16(a) Beneficial Ownership Reporting Compliance

 Section
16(a) of the Exchange Act requires our officers and directors, and persons who own more than 10% of a registered class of our equity
securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and the other equity
securities. Officers, directors and greater than ten percent stockholders are required by SEC rules to furnish us with copies of all
Section 16(a) reports they file.

 Based
solely on a review of the reports furnished to us, or written representations from reporting persons that all reportable transactions
were reported and that no Form 5s were required, we believe that during 2023 our officers, directors and greater than 10% owners timely
filed all reports they were required to file under Section 16(a).

 ITEM
11. Executive Compensation

 The
following information is related to the compensation paid, distributed or accrued by us for fiscal 2023 to all Chief Executive Officers
(principal executive officers) serving during the last fiscal year and the other most highly compensated executive officers serving at
the end of the last fiscal year whose compensation exceeded $100,000. We refer to these individuals as our "named executive officers."

 Summary
Compensation Table

 Name and Principal Position

 Year

 Salary ($)

 Bonus ($)

 Restricted Stock/ (Forfeited) (1) $

 Restricted Stock Awards (1) $

 All Other Compensation ($)

 Total

 2023

 688,149

 -

 -

 5,000,000

 -

 5,688,149

 Chief Executive Officer

 2022

 598,379

 350,000

 -

 -

 -

 948,379

 Christopher Santi

 2023

 405,321

 -

 -

 2,500,000

 -

 2,905,321

 President and Chief Operating Officer

 2022

 394,832

 200,000

 -

 -

 -

 594,832

 John Ollet

 2023

 304,616

 -

 -

 1,800,000

 -

 2,104,616

 Chief Financial Officer

 2022

 260,616

 125,000

 -

 -

 -

 385,616

 (1)
Amounts reflect the aggregate grant date fair value, without regard to forfeitures, computed in accordance with ASC 718. These amounts
represent options and restricted stock of the Company's common stock and do not reflect the actual amounts that may be realized
by the Named Executive Officers. Our assumptions with respect to the calculation of the stock options and restricted stock value are
set forth in Note 2 to the consolidated financial statements contained herein.

 Named
Executive Officer Employment Agreements

 On
August 13, 2018, the Company amended and restated its existing employment agreement with Jeffrey Holman, the Company's Chief Executive
Officer (the " Holman Employment Agreement "). The Holman Employment Agreement provides for an annual base salary of $450,000
and a target bonus only in an amount ranging from 20% to 200% of his base salaries subject to the Company meeting certain earnings before
interest, taxes depreciation and amortization performance milestones. The Holman Employment Agreement automatically renews each year
unless terminated by either party on 30 days' prior notice. Mr. Holman is entitled to receive severance payments, including two
years of his then base salary and other benefits in the event of a change of control, termination by the Company without cause, termination
for good reason by the executive or non-renewal by the Company. Mr. Holman was also granted 11 billion shares of restricted common stock
pursuant to the Holman Employment Agreement Amendment on the condition that 11 billion of his options to purchase Company common stock
are forfeited. This restricted stock will vest one year following the date of issuance provided that the grantee remains an employee
of the Company through each applicable vesting date. On August 12, 2019, the Company agreed to extend the expiration date of the vesting
period for the restricted stock by six months to February 13, 2020. On August 12, 2020, the Company agreed to extend for a second time
the expiration date of the vesting period for the restricted stock by six months to February 13, 2021. The Term shall be automatically
renewed for successive one-year terms unless notice of non-renewal is given by either party at least 30 days before the end of the Term.
The above description of the terms of the Holman Employment Agreement is not complete and is qualified by reference to the complete document.

 On
February 26, 2021, the Company entered into an amended and restated employment agreement (the " Santi Employment Agreement ")
with the Company's President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement Amendment. Mr.
Santi received a base salary of $0.4 million for 2021 and his salary has increased 10% in each subsequent year. The term shall be automatically
renewed for successive one-year terms unless notice of non-renewal is given by either party at least 30 days before the end of the Term.
The above description of the terms of the Santi Employment Agreement is not complete and is qualified by reference to the complete document.

 On
February 2, 2022, the Company entered into a second amended and restated employment agreement (the " Ollet Employment Agreement ")
with the Company's Chief Financial Officer, John Ollet. Pursuant to the Employment Agreement Amendment, Mr. Ollet will continue
to be employed as the Company's Chief Financial Officer through February 14, 2025. Mr. Ollet received a base salary of $300,000
for 2022 and his salary will increase 10% in each subsequent calendar year. The term shall be automatically renewed for successive one-year
terms unless notice of non-renewal is given by either party at least 30 days before the end of the Term. The above description of the
terms of the Ollet Employment Agreement is not complete and is qualified by reference to the complete document.

 Termination
Provisions

 The
table below describes the severance payments that our Named Executive Officers are entitled to in connection with a termination of their
employment upon death, disability, dismissal without cause, Change of Control or for Good Reason. All of the termination provisions are
intended to comply with Section 409A of the Internal Revenue Code of 1986 and the Regulations thereunder.

 Santi/Ollet

 Death
 or Total Disability

 Any
 amounts due at time of termination plus full vesting of equity awards

 Any
 amounts due at time of termination

 Dismissal
 Without Cause or Termination by Executive for Good Reason or upon a Change of Control (1)

 Two
 years of Base Salary, full vesting of equity awards, benefit continuation for eighteen months plus pro-rated bonus if, any, that
 would have been earned for the fiscal year in which the termination occurs

 Fifteen
 months of Base Salary plus one additional month for every additional four months of service, up to eighteen months' maximum

 Termination
 upon a Change of Control (2)

 Two
 years of Base Salary, full vesting of equity awards, benefit continuation for eighteen months plus pro-rated bonus if, any, that
 would have been earned for the fiscal year in which the termination occurs

 Eighteen
 months of Base Salary

 (1)
Good reason is generally (with certain exceptions) defined, in the case of Holman, as (i) a material diminution in their authority, duties
or responsibilities, (y) the Company failing to maintain an office in the stated area or (ii) any other action or inaction that constitutes
a material breach by the Company of the Employment Agreement. Messrs. Ollet and Santi's employment agreement do not include the
concept of good reason.

 (2)
Change of Control is generally defined (i) in the case of Holman, as any Change of Control Event as defined in Treasury Regulation Section
1.409A-3(i)(5); and (ii) in the case of Santi, as (w) a sale of substantially all of the Company, (x) any "person" (as such
term is defined under the Exchange Act) becomes the beneficial owners of over 50% of the Company's voting power, (y) a change in
the majority of the composition of the Board or (z) a transaction that results in over 50% of the Company's voting power ceasing
to hold a majority of the voting power post-transaction.

 Risk
Assessment Regarding Compensation Policies and Practices as they Relate to Risk Management

 Our
compensation program for employees does not create incentives for excessive risk taking by our employees or involve risks that are reasonably
likely to have a material adverse effect on us. Our compensation has the following risk-limiting characteristics:

 Our
 base pay programs consist of competitive salary rates that represent a reasonable portion
 of total compensation and provide a reliable level of income on a regular basis, which decreases
 incentive on the part of our executives to take unnecessary or imprudent risks; and

 Cash
 bonus awards are not tied to formulas that could focus executives on specific short-term
 outcomes.

 Outstanding
Awards at Fiscal Year End

 Listed
below is information with respect to unexercised options that have not vested, and equity incentive plan awards for each named executive
officer outstanding as of December 31, 2023:

 Outstanding
Equity Awards at 2023 Fiscal Year-End

 Number of Shares Issued Under Stock Options

 Number of Shares Issued Under Restricted Stock

 Stock Options and Restricted Stock Exercise Price ($) Per Share of Stock

 Expiration Date

 Number of Shares That Have Not Vested (#)

 Market Value of Shares That Name Have Not Vested ($)

 -

 59,075,000,000

 8/13/2028

 50,000,000,000

 5,000,000

 39,000,000,000

 -

 2/1/2027

 -

 -

 Christopher Santi

 -

 31,600,000,000

 8/13/2028

 25,000,000,000

 2,500,000

 Christopher Santi

 17,000,000,000

 -

 2/1/2027

 -

 -

 John Ollet

 -

 20,475,000,000

 8/13/2028

 18,000,000,000

 1,800,000

 John Ollet

 1,000,000,000

 -

 12/9/2026

 -

 -

 John Ollet

 4,000,000,000

 -

 8/30/2027

 -

 -

 Non-employee
directors are paid an annual fee of $10,000 or $15,000, plus a fee of $1,000 and $1,500 for each meeting attended. On December
14, 2022, the Company granted 2,000,000,000 shares of Restricted Stock (the "Award") to each non-employee director. Commencing
on the first anniversary of the date of Grant, the Award will vest in 12.5% increments on the last day of each quarter thereafter. Because
we do not pay any compensation to employee directors, Mr. Holman is omitted from the following table. Non-employee members of our Board
of Directors were compensated for as follows:

 Fiscal
2023 Director Compensation

 Name

 Fees Earned or

 Paid in Cash ($)

 Dr. Anthony Panariello

 $
 40,000

 Clifford J. Friedman

 $
 45,000

 Equity
Compensation Plan Information

 The
2015 Equity Incentive Plan (the "Plan") was approved by the Company's stockholders at the June 26, 2015 stockholders
meeting. On November 21, 2016, the Company's Board of Directors increased the number of shares of common stock available for issuance
pursuant to the Plan to 100,000,000,000. On April 23, 2023, the Board of Directors (the "Board") of HCMC approved the Second
Amendment to the 2015 Equity Incentive Plan (the "Amended Plan"). The Amended Plan increased the number of shares of HCMC
common stock authorized for issuance under the Amended Plan to 225,000,000,000 shares. The Plan is a broad-based plan in which all employees,
consultants, officers, and directors of the Company are eligible to participate. The purpose of the Plan is to further the growth and
development of the Company by providing, through ownership of stock of the Company and other equity-based awards, an incentive to its
officers and other key employees and consultants who are in a position to contribute materially to the prosperity of the Company, to
increase such persons' interests in the Company's welfare, by encouraging them to continue their services to the Company,
and by enabling the Company to attract individuals of outstanding ability to become employees, consultants, officers and directors of
the Company.

 The
following chart reflects the number of awards granted under equity compensation plans approved and not approved by stockholders and the
weighted average exercise price for such plans as of December 31, 2023.

 Name of Plan

 Number of securities to be issued upon exercise of outstanding options, warrants and rights

 Weighted average exercise price of outstanding options, warrants and rights

 Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column

 Equity compensation plans approved by security holders

 2015 Equity Incentive Plan

 199,824,722,200

 25,175,277,800

 Total

 199,824,722,200

 -

 25,175,277,800

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

 The
following table sets forth the number of shares of our common stock beneficially owned as of March 27, 2024, by (i) those persons
known by us to be owners of more than 5% of our common stock, (ii) each director, (iii) our Named Executive Officers and (iv) all of
our executive officers and directors of as a group. Unless otherwise specified in the notes to this table, the address for each person
is: c/o Healthier Choices Management Corp., 3800 North 28th Way, Hollywood, Florida 33020.

 Title of Class

 Beneficial Owner

 Amount and Nature of Beneficial Owner (1)

 Percent of Class (1)

 Directors and Executive Officers:

 Jeffrey E. Holman (2)

 56,300,000,000

 11.77
 %

 Christopher Santi (3)

 30,225,000,000

 6.32
 %

 John Ollet (4)

 19,725,000,000

 4.12
 %

 Dr. Anthony Panariello (5)

 5,242,500,000

 1.10
 %

 Clifford J. Friedman (6)

 5,490,000,000

 1.15
 %

 All directors and officers as a group (5 persons) (7)

 116,982,500,000

 24.46
 %

 5% Stockholders:

 None

 -

 %

 Total:

 116,982,500,000

 24.46
 %

 (1)
Beneficial Ownership. Applicable percentages are based on 478,266,632,384 shares of common stock outstanding as of March 27, 2024.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities.
Shares of common stock subject to options, warrants, convertible notes and preferred stock currently exercisable or convertible or exercisable
or convertible within 60 days are deemed outstanding for computing the percentage of the person holding such securities but are not deemed
outstanding for computing the percentage of any other person. The table includes shares of common stock, options, warrants, and preferred
stock exercisable or convertible into common stock and vested or vesting within 60 days. Unless otherwise indicated in the footnotes
to this table, we believe that each of the stockholders named in the table has sole voting and investment power with respect to the shares
of common stock indicated as beneficially owned by them. The table does not include: (i) restricted stock units that do not have the
right to vote until they vest and the shares are delivered or (ii) unvested options that do not vest within 60 days of the date listed
above in this footnote.

 (2)
Holman. Chairman and Chief Executive Officer. Includes 39,000,000,000 vested options, 9,075,000,000 shares of vested restricted Common
Stock and 50,000,000,000 shares of unvested restricted Common Stock.

 (3)
Santi. President and Chief Operation Officer. Includes 17,000,000,000 vested options, 6,600,000,000 shares of vested restricted Common
Stock and 25,000,000,000shares of unvested restricted Common Stock.

 (4)
Ollet. Chief Financial Officer. Includes 5,000,000,000 vested options. He also holds 2,475,000,000 shares of vested restricted Common
Stock and 18,000,000,000 shares of unvested restricted Common Stock.

 (5)
Panariello. A director. Includes 1,000,000,000 vested options. He also holds 662,500,000 shares of vested restricted Common Stock and
4,750,000,000 shares of unvested restricted Common Stock.

 (6)
Friedman. A director. Includes 990,000,000 vested options, 750,000,000 shares of vested restricted Common Stock and 4,750,000,000 shares
of unvested restricted Common Stock.

 (7)
Directors and Executive Officers. Includes executive officers who are not Named Executive Officers under the SEC's rules and regulations.

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

 For
the years ended December 31, 2023, the Company did not have any related party transactions.

 Policies
and Procedures for Related Party Transactions

 We
have adopted a policy that our executive officers, directors, nominees for election as a director, beneficial owners of more than 5%
of any class of our common stock and any members of the immediate family of any of the foregoing persons are not permitted to enter into
a related person transaction with us without the prior consent of our audit committee. Our audit committee will review and oversee all
transactions with an executive officer, director, nominee for election as a director, beneficial owner of more than 5% of any class of
our common stock or any member of the immediate family of any of the foregoing persons and such person would have a direct or indirect
interest. In approving or rejecting any such transactions, our audit committee is to consider the material facts of the transaction,
including, but not limited to, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated
third party under the same or similar circumstances and the extent of the related person's interest in the transaction.

 Item
14. Principal Accounting Fees and Services.

 Our
Audit Committee pre-approves audit and permissible non-audit services performed by its independent registered public accounting firm,
as well as the fees charged for such services. All services related to audit fees and audit-related fees charged were pre-approved by
the Audit Committee. The following table shows the fees for the years ended December 31, 2023 and 2022.

 2023

 2022

 Audit (1)

 $
 1,122,000

 $
 594,000

 Audit - Related

 -

 -

 Tax

 -

 -

 Other

 -

 -

 Total

 $
 1,122,000

 $
 594,000

 Audit
fees — these fees relate to the audit of our annual financial statements and the review of our interim quarterly financial statements
and our registration statements.

 Audit-related
fees - the aggregate fees billed for assurance and related services by the principal accountant that are related to the performance of
the audit or review of the registrant's financial statements and are not reported under paragraph (1) above.

 Tax
fees - the aggregate fees billed for professional services rendered by the principal accountant for tax compliance, tax advice, and tax
planning.

 Other
fees - the aggregate fees billed other than the services reported in audit, audit-related and tax fees.

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)

 Documents filed as part of the report.

 (1)
 Financial
 Statements. See Index to Consolidated Financial Statements, which appears on page F-1 hereof.
 The financial statements listed in the accompanying Index to Consolidated Financial Statements
 are filed herewith in response to this Item.

 (2)
 Financial
 Statements Schedules. All schedules are omitted because they are not applicable or because
 the required information is contained in the consolidated financial statements or notes included
 in this report.

 (3)
 Exhibits.
 The exhibits listed in the accompanying Exhibit Index are filed or incorporated by reference
 as part of this report.

 FINANCIAL
STATEMENT INDEX

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 688)

 Consolidated
 Financial Statements

 Consolidated Balance Sheets as of December 31, 2023 and 2022

 Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Changes in Convertible Preferred Stock and Stockholders' Equity for the Years Ended December 31, 2023 and 2022

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

Choices Management Corp.

 Opinion
on the Financial Statements

 We have audited the accompanying consolidated balance sheets of Healthier
Choices Management Corp. (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations,
changes in convertible preferred stock and stockholders' equity and cash flows for each of the two years in the period ended December
31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its
operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles
generally accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As more fully described in Note 2, the Company has a working capital deficiency, has
incurred significant losses and needs to raise additional funds to meet its obligations to sustain its operations. These conditions raise
substantial doubt about the Company's ability to continue as a going concern. Management's plans regarding these matters are described
in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

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

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

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matter

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

 F- 2

 Valuation
of Intangible Assets for Business Combination

of the Matter

 As
disclosed in Note 8 to the financial statements, during the year ended December 31, 2023, the Company completed the acquisition of Ellwood
Thompson's Natural Market, L.C. for total consideration of approximately $1.5 million. The transaction was accounted for as a business
combination in accordance with Accounting Standards ASC 805, Business Combinations. Accordingly, the purchase price was allocated
to the assets acquired and liabilities assumed, based on their respective fair values identified, including intangible assets with an
aggregate fair value (excluding goodwill) of approximately $0.3 million. The Company, with the assistance of a third-party valuation
specialist, estimated the fair value of the identified intangible assets using valuation models which require significant assumptions.
The significant assumptions used to estimate the fair value of the identified intangible assets included discount rates, royalty rates,
economic lives, and financial projections.

 Auditing
management's assessment of the acquisition date fair value of the identified intangible assets is highly subjective and judgmental.
Based on the level of management judgment, we have determined the evaluation of the acquisition date fair value of the acquired intangible
assets to be a critical audit matter.

 How
We Addressed the Matter in our Audit

 Our
audit procedures related to the accounting for valuation of intangible assets for business combinations to address this critical audit
matter included the following:

 We
 gained an understanding of the Company's process with regards to the methodology used,
 and the factors considered around the inputs, sources of data used, assumptions and estimates
 used to determine the acquisition date fair value of the intangible assets acquired.

 We
 tested the mathematical accuracy of the underlying schedules used in the valuation report.
 We tested the completeness, accuracy and relevance of source information underlying the data
 used in the models.

 We
 evaluated the Company's future revenue growth rates by comparing them to historical
 results and performed a sensitivity calculation to ensure the reasonableness of these forecasts.

 We
 assessed the appropriateness of the overall approach and models used in determining the fair
 value of the intangible assets acquired.

 We
 evaluated the reasonableness of the assumptions used by management.

 We
 involved valuation professionals with specialized skills and knowledge in performing audit procedures to evaluate the reasonableness
 of the Company's estimates and assumptions used by the specialist to determine the selection of revenue growth rates, discount
 rates, royalty rates and economic useful life.

 /s/
Marcum LLP

 Marcum
LLP

 We
have served as the Company's auditor since 2017.

 Saddle Brook, NJ

 March

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 ASSETS

 CURRENT ASSETS

 Cash

 $
 5,081,086

 $
 22,911,892

 Accounts receivable

 128,171

 55,815

 Notes receivable

 -

 189,225

 4,228,889

 3,817,192

 Prepaid expenses and vendor deposits

 1,668,324

 322,182

 Other current assets

 65,556

 1,233,942

 Restricted cash

 553,232

 1,778,232

 TOTAL CURRENT ASSETS

 11,725,258

 30,308,480

 Property, plant, and equipment, net of accumulated depreciation

 2,735,252

 3,112,908

 Intangible assets, net of accumulated amortization

 4,376,682

 5,005,511

 -

 5,747,000

 Right of use asset – operating lease, net

 11,511,002

 10,604,935

 Other assets

 621,385

 476,196

 TOTAL ASSETS

 $
 30,969,579

 $
 55,255,030

 LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 8,024,664

 $
 5,715,234

 Contingent consideration

 -

 774,900

 Contract liabilities

 207,513

 198,606

 Operating lease liability, current

 2,842,829

 2,228,852

 Line of credit

 453,232

 453,232

 Current portion of loan payment

 702,701

 536,542

 TOTAL CURRENT LIABILITIES

 12,230,939

 9,907,366

 Loan payable, net of current portion

 2,403,807

 2,378,061

 Operating lease liability, net of current

 8,465,617

 8,041,504

 TOTAL LIABILITIES

 23,100,363

 20,326,931

 COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)

 -

 -

 CONVERTIBLE PREFERRED STOCK

 Series E convertible preferred stock, $ 1,000
 par value per share, 14,722
 shares authorized, 1,111
 shares and 14,722
 shares issued and outstanding as of December 31, 2023 and 2022; aggregate liquidation preference of $ 1.1
 million and $ 14.7 million as of December 31, 2023 and 2022, respectively.

 1,111,100

 14,722,075

 STOCKHOLDERS' EQUITY

 Series D convertible preferred stock, $ 1,000 par value per share, 5,000 shares authorized; 0 and 800 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

 -

 Common Stock, $ 0.0001 par value per share, 750,000,000,000 shares authorized; 478,266,632,384 and 339,741,632,384 shares issued and outstanding as of December 31, 2023 and 2022, respectively.

 47,826,663

 33,974,163

 Additional paid-in capital

 21,028,274

 29,045,802

 Accumulated deficit

 ( 62,096,821
)

 ( 43,613,941
)

 TOTAL STOCKHOLDERS' EQUITY

 6,758,116

 20,206,024

 TOTAL LIABILITIES, CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 $
 30,969,579

 $
 55,255,030

 See
notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 For the Year Ended December 31,

 2023

 2022

 SALES:

 Vapor sales, net

 $

 $

 Grocery sales, net

 55,689,793

 29,009,640

 TOTAL SALES, NET

 Cost of sales vapor

 112,880

 Cost of sales grocery

 35,341,569

 18,929,905

 GROSS PROFIT

 20,348,054

 10,224,218

 OPERATING EXPENSES

 Selling, general and administrative

 32,219,733

 Impairment of goodwill

 -

 TOTAL OPERATING EXPENSES

 38,323,733

 LOSS FROM OPERATIONS

 ( 17,975,679
)

 ( 8,653,084
)

 OTHER INCOME (EXPENSE):

 Change in contingent consideration

 774,900

 333,100

 Other (expense) income, net

 ( 1,485,612
)

 913,092

 Interest income (expense), net

 211,996

 202,653

 Loss on investment

 ( 8,485
)

 ( 13,372
)

 Total other income (expense), net

 ( 507,201
)

 1,435,473

 NET LOSS

)

)

 Induced conversions of preferred stock

 ( 152,500
)

 -

 Net loss attributable to common stockholders

 $
 ( 18,635,380
)

 $
)

 NET LOSS PER SHARE BASIC AND DILUTED

 $
 0.00

 $
 0.00

 WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING

 BASIC AND DILUTED

 429,919,440,601

 339,741,632,384

 See
notes to consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 Capital

 Deficit

 Total

 Series
 E Redeemable Convertible
 Preferred
 Stock

 Series
 D Convertible
 Preferred
 Stock

 Common
 Stock

 Additional
 Paid-In

 Accumulated

 Capital

 Deficit

 Total

 Balance – January 1, 2022

 -

 $
 -

 $

 339,741,632,384

 $
 33,974,163

 $
 30,855,824

 $
 ( 36,396,330
)

 $
 29,233,657

 Issuance of Series E Convertible Preferred stock in connection with
 the Securities Purchase Agreement, net of offering costs

 14,722

 14,722,075

 -

 -

 -

 -

 ( 1,882,244
)

 -

 ( 1,882,244
)

 Stock-based compensation expense

 -

 -

 -

 -

 72,222

 -

 72,222

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance – December 31, 2022

 14,722

 $
 14,722,075

 $

 339,741,632,384

 $
 33,974,163

 $
 29,045,802

 $
 ( 43,613,941
)

 $
 20,206,024

 Balance

 14,722

 $
 14,722,075

 $

 339,741,632,384

 $
 33,974,163

 $
 29,045,802

 $
 ( 43,613,941
)

 $
 20,206,024

 Series E convertible preferred stock redeemed

 ( 12,026
)

 ( 12,025,975
)

 -

 -

 -

 -

 22,222

 -

 22,222

 Conversion of series E convertible preferred stock

 ( 1,585
)

 ( 1,585,000
)

 -

 -

 15,850,000,000

 1,585,000

 -

 1,585,000

 Series D Convertible Preferred Stock exercised

 -

 -

 ( 800
)

 ( 800,000
)

 8,000,000,000

 -

 -

 -

 Issuance of awarded stock

 -

 -

 -

 111,675,000,000

 11,167,500

 ( 11,167,500
)

 -

 -

 Induced conversions of preferred stock

 -

 -

 -

 -

 -

 ( 152,500
)

 -

 ( 152,500
)

 Stock-based compensation expense

 -

 -

 -

 -

 -

 3,430,250

 -

 3,430,250

 Issuance of common stock for legal service

 3,000,000,000

 300,000

 ( 150,000
)

 150,000

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance – December 31, 2023

 1,111

 $
 1,111,100

 -

 $
 -

 478,266,632,384

 $
 47,826,663

 $
 21,028,274

 $
 ( 62,096,821
)

 $
 6,758,116

 Balance

 1,111

 $
 1,111,100

 -

 $
 -

 478,266,632,384

 $
 47,826,663

 $
 21,028,274

 $
 ( 62,096,821
)

 $
 6,758,116

 See
notes to consolidated financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 For the year ended December 31,

 2023

 2022

 OPERATING ACTIVITIES:

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 1,492,261

 1,061,615

 Change in allowance for credit losses

 15,425

 -

 Loss on disposal of assets

 2,073

 -

 Loss on notes receivable settlement

 10,931

 -

 Loss on vendor settlement

 91,291

 Issuance common stocks for services

 150,000

 -

 Amortization of right-of-use asset

 2,590,325

 1,164,027

 Loss on investment

 8,485

 13,372

 Write-down of obsolete and slow-moving inventory

 2,471,653

 1,507,213

 Stock-based compensation expense

 3,430,250

 72,222

 Change in contingent consideration

 ( 774,900
)

 ( 333,100
)

 Non-cash interest expense

 32,000

 -

 Write off intangible assets

 -

 53,958

 Impairment of Goodwill

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 87,781
)

 ( 27,334
)

 ( 2,032,838
)

 ( 1,357,169
)

 Prepaid expenses and vendor deposits

 ( 177,374
)

 134,215

 Other current assets

 1,068,610

 ( 1,224,171
)

 Other assets

 ( 145,189
)

 ( 390,759
)

 Accounts payable and accrued liabilities

 1,974,429

 4,072,386

 Contract liabilities

 ( 21,604
)

 ( 317,921
)

 Lease liability

 ( 2,458,303
)

 ( 1,077,025
)

 NET CASH USED IN OPERATING ACTIVITIES

 ( 4,739,136
)

 ( 3,866,082
)

 INVESTING ACTIVITIES:

 Payment for acquisition

 ( 750,000
)

 ( 10,291,674
)

 Collection of note receivable

 178,294

 58,690

 Purchases of patent

 ( 12,500
)

 ( 12,500
)

 Purchases of property and equipment

 ( 184,349
)

 ( 480,925
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 768,555
)

 ( 10,726,409
)

 FINANCING ACTIVITIES:

 Proceeds from line of credit

 -

 35,196

 Payments for deferred offering costs

 ( 833,767
)

 -

 Principal payments on loan payable

 ( 558,095
)

 ( 88,816
)

 Proceeds from issuance of preferred stock

 -

 12,839,831

 Payment for series E preferred stock redemption

 ( 12,003,753
)

 -

 Payment of induced conversions of preferred stock

 ( 152,500
)

 -

 NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES

 ( 13,548,115
)

 12,786,211

 NET DECREASE IN CASH AND RESTRICTED CASH

 ( 19,055,806
)

 ( 1,806,280
)

 CASH AND RESTRICTED CASH — BEGINNING OF YEAR

 24,690,124

 26,496,404

 CASH AND RESTRICTED CASH — END OF YEAR

 $
 5,634,318

 $
 24,690,124

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

 Cash paid for interest

 $
 205,449

 $
 35,730

 Cash paid for income tax

 $
 -

 $
 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES:

 Issuance of common stock in connection with series E preferred stock conversion

 $
 1,585,000

 $
 -

 1% stated value reduction on preferred stock redemption

 22,222

 -

 Non-cash deferred offering cost

 335,001

 -

 Issuance of promissory note in connection with acquisition

 $
 718,000

 $
 3,000,000

 Lease acquired

 $
 1,325,409

 $
 8,225,033

 Contingent consideration relating to acquisition

 $
 -

 $
 1,108,000

 See
notes to consolidated financial statements

 F- 7

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 Note
1. ORGANIZATION, BASIS OF PRESENTATION, AND RECENT DEVELOPMENTS

 Organization

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

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

its wholly owned subsidiaries, the Company operates:

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

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

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

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

 Ellwood
 Thompson's, an organic and natural health food and vitamin store located in Richmond, Virginia. (www.ellwoodthompsons.com).

its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates a Healthy Choice Wellness Center in Kingston, NY and
has a licensing agreement for a Healthy Choice Wellness Center located at the Casbah Spa and Salon in Fort Lauderdale, FL.

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

 Through its wholly owned subsidiary, Healthy Choice Wellness II, LLC, the Company entered into a joint venture with an established healthcare
provider, and the joint venture is in the process of creating a structure whereby it will engage in telemedicine evaluations of patients
for semaglutide therapy. The operation will encompass, generally: medical evaluations of patients; treatment of patients with semaglutide;
coordination with providers and patients.

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

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

 F- 8

 Sourcing
and Vendors

 We
source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the years
ended December 31, 2023 and 2022, approximately 40 % and 36 % of our total purchases were from one vendor.

 Spin-Off

 The
Company is planning to spin off its grocery segment and wellness business into a new publicly traded company (hereinafter referred to
as "NewCo"). NewCo will continue the path of growth in the health verticals started by HCMC and explore other growth opportunities
that comport with HCMC's healthier lifestyle mission. HCMC will retain its entire patent suite, the Q-Cup brand, and
continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers
and attempting to monetize said patents through licensing deals.

 At
the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of
HCMC's common stock. Each share of HCMC's common stock outstanding as of the record date for the Spin-Off (the "Record
Date"), will entitle the holder thereof to receive shares of Common Stock in NewCo. The distribution will be made in book-entry
form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will
be rounded down. See more disclosure in Note 14 Stockholders' Equity and Note 19 Subsequent Events.

 Note
2. GOING CONCERN AND MANAGEMENT'S PLANS

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

 As
of December 31, 2023, the Company had cash of approximately $ 5.1 million and negative working capital of $ 0.5 million. Management has
made plans to reduce certain costs and raise needed capital, however there can be no assurance the Company can successfully implement
these plans. The Company anticipates its current cash and cash generated from operations will not be sufficient to meet projected operating expenses
for the foreseeable future through at least twelve months from the issuance of the consolidated financial statements.

 The
Company has incurred recurring net losses and operations have not provided cash flows. In view of these matters, there is
substantial doubt about our ability to continue as a going concern. In order to improve the Company's liquidity position,
management's plans include significantly reducing the use of outside consultants, which would result in a reduction of over
$ 1,000,000
in general and administrative expenses savings based on the actual spend for the year ended December 31, 2023. The Company contracted a third party consultant, whose expertise is streamlining operations, to identify areas of improvement and cost
savings. The Company will enact the consultant's recommendation in anticipation of realizing savings and achieving profitability. The
Company plans on continuing to expand via acquisition which will help achieve profitability. Also, the Company is
formulating plans to raise capital from outside investors, as it has done in the past, to fund operating losses and also provide
capital for further business acquisitions. The result of the capital raise is to improve the Company's operating and financial
performance. The success of these plans is dependent upon various factors, foremost being the ability to reduce outside consulting
expenses and the ability to secure additional capital from outside investors. There can be no assurance that such plans will be
successful.

 F- 9

 Note
3. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Basis
of Presentation and Principles of Consolidation

 The
Company's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United
States ("GAAP"). The consolidated financial statements include the accounts of all subsidiaries in which the Company holds
a controlling financial interest as of the financial statement date.

 The
consolidated financial statements include the accounts of the Company Healthier Choices Management Corp., and its wholly-owned subsidiaries,
Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC ("Paradise Health and Nutrition"), Healthy Choice Markets 3,
LLC ("Mother Earth's Storehouse"), Healthy Choices Markets 3 Real Estate LLC, Healthy Choice Markets IV, LLC (Green's
Natural Foods), Healthy Choice Markets V, LLC (Ellwood Thompson's), HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness,
LLC, Healthy Choice Wellness II, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., and The Vape Store, Inc. ("Vape Store").
All intercompany accounts and transactions have been eliminated in consolidation.

 Segment
Reporting

 Operating
segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation
by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance.
The Company's decision-making group are the senior executive management team. The Company and the decision-making group view the
Company's operations and manage its business as two operating segments. All long-lived assets of the Company reside in the U.S.

 Use
of Estimates in the Preparation of the Financial Statements

 The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported amounts of net revenue and expenses during the reporting periods. Actual results
could differ from those estimates. These estimates and assumptions include inventory provisions, useful lives and impairment of
long-lived assets, goodwill, deferred taxes and related valuation allowances, and the valuation of the assets and liabilities
acquired in business combinations. Certain of management's estimates could be affected by external conditions, including those
unique to our industry, and general economic conditions. It is possible that these external factors could have an effect on our
estimates that could cause actual results to differ from our estimates. The Company re-evaluates all of its accounting estimates at
least quarterly based on these conditions and records adjustments when necessary.

Recognition

 Revenues
from product sales and services rendered, net of promotional discounts, manufacturer coupons and rebates, return allowances, and sales
and consumption taxes, are recorded when products are delivered, title passes to customers and collection is likely to occur. Title passes
to customers at the point of sale for retail and upon delivery of products for wholesale. Return allowances, which reduce revenue, are
estimated using historical experience.

 The
Company recognizes revenue in accordance with the following five-step model:

 identify
 arrangements with customers;

 identify
 performance obligations;

 determine
 transaction price;

 allocate
 transaction price to the separate performance obligations in the arrangement, if more than one exists; and

 recognize
 revenue as performance obligations are satisfied.

 F- 10

 Shipping
and Handling

 Shipping
charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For
the years ended December 31, 2023 and 2022, shipping and handling costs of approximately $ 117,000 and $ 98,000, were included in cost
of sales, respectively.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash
equivalents. The majority of the Company's cash are concentrated in one large financial institution, which is in excess of Federal
Deposit Insurance Corporation (FDIC) coverage. The Company did no t have any cash equivalents as of December 31, 2023 and 2022.

 A
summary of the financial institutions that had a cash in excess of FDIC limits of $ 250,000 as of December 31, 2023 and 2022 is presented
below:

OF CASH AND CASH EQUIVALENTS IN EXCESS OF FDIC LIMIT

 2023

 2022

 Total cash and restricted cash in excess of FDIC limits

 $
 3,814,426

 $
 21,682,144

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

 The
following table provides a reconciliation of cash and restricted cash to amounts shown in consolidated statements of cash flow:

 SCHEDULE OF CASH AND RESTRICTED CASH

 2023

 2022

 Cash

 $
 5,081,086

 $
 22,911,892

 Restricted cash

 553,232

 1,778,232

 Total cash and restricted cash

 $
 5,634,318

 $
 24,690,124

 Restricted
Cash

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

 Accounts
Receivable, Contract Assets and Contract Liabilities

 Accounts
receivables are claims to consideration which are unconditional; meaning no performance obligations remain for the Company and only the
passage of time is necessary before collection. Contract assets are distinguished from accounts receivable as performance obligations
remain before claims to consideration become unconditional. By nature of the Company's operations, contract assets are typically
not recognized. Contract liabilities are recorded when customers transfer consideration in advance of delivery of products or services,
which the Company records for gift cards and loyalty reward programs. When one party to an arrangement performs before the other(s),
the Company records an account receivable, contract asset or contract liability.

 The
majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance
obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift
cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift
cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through
delivery of products or services or breakage based on gift card and loyalty reward program term limits.

 F- 11

 The
Company's breakage policy is twenty-four months for gift cards, twelve months for Grocery loyalty rewards, and six months for Vapor
loyalty rewards. Loyalty rewards are earned at five percent on qualifying purchases and the reward functions as an allocation of transaction
price from the period earned by the customer to the period the performance obligation is satisfied by the Company. As such, all contract
liabilities are expected to be recognized within a twenty-four month period.

 Accounts
receivable balance represents credit sales, sales on account and billing to vendors for advertising vendors' products in our stores.
Concentration of accounts receivable consist of the following:

OF ACCOUNTS RECEIVABLE REPRESENTS CREDIT SALES

 2023

 2022

 Customer A

 %

 %

 Customer B

 %

 -
 %

 Customer C

 -
 %

 %

 Customer

 -
 %

 %

 Other
Current Assets

 Other
current assets are the non-trade related assets that the Company owns, benefits from, or uses to generate income that can be converted
into cash within one business cycle. Included in "Other current assets" on our consolidated balance sheets are amounts primarily
related to other receivables or non-trade receivable from government and other companies.

are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
net realizable value, adjustments are recorded to write down excess inventory to their net realizable value. The Company's inventories
consist primarily of merchandise available for resale, such as vitamins, fresh produce, perishable grocery items and non-perishable consumable
goods.

 Property,
Plant, and Equipment

 Property,
plant, and equipment are stated at cost less accumulated depreciation. Depreciation is calculated using the straight-line method over
the expected useful life of the respective asset, after the asset is placed in service. Revenue earning property, plant, and equipment
includes signage, furniture and fixtures, building, computer hardware, appliance, cooler, displays with useful lives range from two to
 ten years. Leasehold improvements are amortized over the shorter of the life of the asset or the term of the lease.

 Identifiable
Intangible Assets and Goodwill

 Identifiable
intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable
intangible assets are amortized over various periods of time, ranging from 4 years to 10 years. Similar to tangible personal property
and equipment, the Company periodically evaluates identifiable intangible assets for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable. Indefinite-lived intangible assets, such as goodwill are not amortized.

 Impairment
of Long-Lived Assets

 The
Company reviews all long-lived assets such as property, plant, and equipment and definite-lived intangible assets for impairment whenever
events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Recoverability of assets to
be held and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated
by the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value.
The Company conducted the long-lived assets impairment test, and based on Step 1 qualitative assessment, the Company concluded that the
recurring losses coupled with the reduction in same store revenue and negative working capital were triggering events at December 31,
2023. The Company hired a third-party valuation firm to perform Step 2 quantitative assessment on long-lived assets. The Company used
undiscounted cash flow method at weighted average cost of capital of 16.5 % as discount rate to calculate the fair value of the total
assets. Based on the Step 2 quantitative assessment, the Company's long-lived assets were not impaired as of December 31, 2023.

 F- 12

 The
Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances
indicate evidence of potential impairment exists, using a fair value based test. Application of the goodwill impairment test requires
significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term
rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test
is conducted on September 30 of each year or more often if deemed necessary.

 The
Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain
operational costs that have impacted our expectations such that future growth and profitability is lower than previous estimates.
Furthermore, during the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant
on its own, when combined with the other factors indicated that the Company's goodwill of $ 6.1
million was determined to be impaired for the year ended December 31, 2023. See Note 10 - Goodwill and Intangibles. There was no
impairment of goodwill during the year ended December 31, 2022.

 Advertising

 The
Company expenses advertising costs as incurred. For the years ended December 31, 2023 and 2022, the company incurred advertising expenses
of $ 564,000 and $ 146,000, respectively.

 Income
Taxes

 The
Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740, "Income Taxes" ("ASC
740"). Under this method, income tax expense is recognized as the amount of: (i) taxes payable or refundable for the current year
and (ii) future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities
and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable
income in the years which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and
liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation
allowance is provided to reduce the deferred tax assets reported if based on the weight of available evidence it is more likely than
not that some portion or all of the deferred tax assets will not be realized.

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2023
or 2022. The Company had no uncertain tax positions as of December 31, 2023 and 2022.

 Leases

 Operating
lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's
incremental borrowing rates. Related operating ROU assets are recognized based on the initial present value of the fixed lease payments,
reduced by contributions from landlords, plus any prepaid rent and direct costs from executing the leases. Leases with an initial term
of 12 months or less are not recorded on the balance sheet. The Company recognizes lease expense for these leases on a straight-line
basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred.

 The
Company did not have finance leases in year 2023 and 2022. If the Company enters into a finance lease in the future, it will be accounted
for in accordance with ASC Topic 842.

 F- 13

 Stock-Based

 The
Company accounts for stock-based compensation for employees and directors under ASC Topic No. 718, "Compensation-Stock Compensation"
("ASC 718"). These standards define a fair value based method of accounting for stock-based compensation. In accordance with
ASC 718, the cost of stock-based compensation is measured at the grant date based on the value of the award and is recognized over the
vesting period. The value of the stock-based award is determined using an appropriate valuation model, whereby compensation cost is the
fair value of the award as determined by the valuation model at the grant date. The resulting amount is charged to expense on the straight-line
basis over the period in which the Company expects to receive the benefit, which is generally the vesting period. The Company recognize
forfeitures as they are incur.

 Fair
Value Measurements

 The
fair value framework under FASB's guidance requires the categorization of assets and liabilities into three levels based upon the
assumptions used to measure the assets or liabilities. Level 1 provides the most reliable measure of fair value, whereas Level 3, if
applicable, would generally require significant management judgment. The three levels for categorizing assets and liabilities under the
fair value measurement requirements are as follows:

 Level
 1: Fair value measurement of the asset or liability using observable inputs such as quoted prices in active markets for identical
 assets or liabilities;

 Level
 2: Fair value measurement of the asset or liability using inputs other than quoted prices that are observable for the applicable
 asset or liability, either directly or indirectly, such as quoted prices for similar (as opposed to identical) assets or liabilities
 in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

 Level
 3: Fair value measurement of the asset or liability using unobservable inputs that reflect the Company's own assumptions regarding
 the applicable asset or liability.

 Nonfinancial
assets such as goodwill, other intangible assets, and long-lived assets held and used are measured at fair value when there is an indicator
of impairment and recorded at fair value when impairment is recognized or for a business combination.

 Business
Combination

 The
Company applies the provisions of ASC Topic 805, Business Combinations ("ASC 805") in the accounting for
acquisitions of businesses. ASC 805 requires the Company to use the acquisition method of accounting by recognizing the identifiable
tangible and intangible assets acquired and liabilities assumed, and measured at their acquisition date fair values. Goodwill as of the
acquisition date is measured as the excess of consideration transferred over the aforementioned amounts. Acquisition-related expenses
were expensed as incurred and recorded in selling, general and administrative expenses in the consolidated statements of operations.

 Recent
Accounting Pronouncements

 Public
companies in the United States are subject to the accounting and reporting requirements of various authorities, including the Financial
Accounting Standards Board ("FASB") and the Securities and Exchange Commission ("SEC"). These authorities issue
numerous pronouncements, most of which are not applicable to the Company's current or reasonably foreseeable operating structure.

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,
"Financial Instruments - Credit Losses (ASC 326)" This standard replaced the incurred loss methodology with an expected loss
methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit
losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable
forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit
losses based on aging schedule, and provisioned approximately $ 15,000 credit loss for the year ended December 31, 2023.

 F- 14

 On
November 27, 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment
Disclosures", which requires public entities to consider relevant qualitative and quantitative factors when determining
whether segment expense categories and amounts are significant, and identify segment expenses on the basis of amounts that are
regularly provided to the chief operating decision maker (CODM), and included in reported segment profit or loss. The ASU is
effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal years beginning after Dec. 15, 2024. The
Company does not believe this will have a material impact on the consolidated financial statements.

 On December 14, 2023, the FASB issued ASU 2023-09 "Income Taxes (Topic 740): Improvements to Income Tax Disclosures"
related to improvements to income tax disclosures. The amendments in this update require enhanced jurisdictional and other disaggregated
disclosures for the effective tax rate reconciliation and income taxes paid. The amendments in this update are effective for fiscal years
beginning after December 15, 2024. The adoption of this pronouncement is not expected to have a material impact on the Company's consolidated
financial statements.

 Reclassification

 Certain
amounts in the consolidated financial statements and related notes have been reclassified to conform to the current year presentation.
Such reclassifications do not impact the Company's previously reported financial position or net loss. Below summarized reclassifications
we made:

 Change
 in contingent consideration of $ 333,100 was previously presented in the consolidated statement
 of operations in other (expense) income, net for the year ended December 31, 2022, and was
 reclassified out of other (expense) income, net, and presented under change in contingent
 consideration.

 Investment
 for the amount of $ 9,771 was previously presented as Investment within total current assets
 in the December 31, 2022 consolidated balance sheet was reclassified to other current assets.

 Note
4. DISAGGREGATION OF REVENUES

 The
Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal
management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature,
amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

OF DISAGGREGATION OF REVENUES

 2023

 2022

 Vapor sales, net

 $

 $

 Grocery sales, net

 55,689,793

 29,009,640

 Total revenue

 $

 $

 Retail Vapor

 $
 -

 $

 Retail Grocery

 47,243,163

 25,867,061

 Food service/restaurant

 8,440,245

 3,126,709

 Online/e-Commerce

 6,385

 15,870

 Wholesale Vapor

 -

 Total revenue

 $

 $

 Note
5. INVESTMENT

 In
2018, the Company invested $ 150,000 in 85,714 common stock shares at MJ Holdings, Inc. ("MJNE"), a publicly traded company.
The investment was made based on the assumption of an increase in MJNE stock due to the sales agreement with the Company. The Company
recorded the investment in MJNE at fair value with changes in the fair value reported through the income statement as the stock is traded
on the OTC market. Investment is classed with Level 1 of the valuation hierarchy. Fair value for the investment is based on quoted prices
in active markets. Investment is presented in other current assets in consolidated balance sheets.

 F- 15

 The
following table summarizes the investment measured at fair value on a recurring basis as of December 31, 2023 and 2022:

OF FAIR VALUE OF INVESTMENT

 Fair Value

 Measurements

 Using Quoted Prices in

 Active Market

 (Level 1)

 Mark to

 Market

 2023

 Investment

 $
 9,771

 $
 ( 8,485
)

 $
 1,286

 Fair Value

 Measurements

 Using Quoted Prices in

 Active Market

 (Level 1)

 Mark to

 Market

 2022

 Investment

 $
 23,143

 $
 ( 13,372
)

 $
 9,771

 Note
6. INVENTORIES

are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
market value, adjustments are recorded to write down excess inventory to its net realizable value. The Company, as a result of its physical
inventory observations recorded the write down of inventories amounting to approximately $ 2.5 million and $ 1.5 million in 2023 and 2022, respectively. The Company's inventories consist primarily of merchandise available for resale.

OF INVENTORIES

 2023

 2022

 Vapor Business

 $
 66,671

 $
 66,828

 Grocery Business

 4,162,218

 3,750,364

 Total

 $
 4,228,889

 $
 3,817,192

 Note
7. NOTES RECEIVABLE AND OTHER INCOME

 On
September 6, 2018, the Company entered into a secured, 36 -month promissory note (the "Note") with VPR Brands L.P. for $ 582,260.
The Note bears an interest rate of 7 %, which payments thereunder are $ 4,141 weekly. The Company records all proceeds related to the interest
of the Note as interest income as proceeds are received.

 On
August 31, 2022, the Company amended and restated the Secured Promissory Note (the "Amended Note") to extend the maturity
date for one year. The outstanding balance for the amended note is $ 211,355. The Amended Note bears an interest rate of 7 %, which payments
thereunder are $ 1,500 weekly, with such payments commencing as of September 3, 2022. The Amended Note has a balloon payment of $ 145,931 for
all remaining accrued interest and principal balance due in the final week of the 1 -year extension of the Amended Note.

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

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

 SUMMARY OF AMENDED NOTES

 2023

 2022

 Promissory Note

 $
 -

 $
 189,225

 For
the years ended December 31, 2023 and 2022, the Company had notes receivable collections of approximately $ 178,000 and $ 59,000, respectively.

 F- 16

 Note
8. ACQUISITIONS

 The
purchase method of accounting in accordance with ASC 805, Business Combinations, was applied for the Mother Earth's Storehouse,
Green's Natural Foods and Ellwood Thompson's acquisitions. This requires the total cost of an acquisition to be allocated
to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date
of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisition is attributable to expected operational
synergies from combining the operations of the acquired business with those of the Company. Acquisition costs are expensed as incurred
and recorded in selling, general and administrative expenses in the consolidated statements of operations.

 Mother
Earth's Storehouse

 On
February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC ("HCM3"), entered into an
Asset Purchase Agreement with Mother Earth's Storehouse Inc. and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired
certain assets and assumed certain liabilities related to Mother Earth's grocery stores in Kingston and Saugerties, New York. The
Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase
Agreement was $ 4,472,500, with an additional $ 677,500 paid for inventory at closing. In addition, the Company assumed a lease obligation
for the Kingston, NY store and entered into an employment agreement with the store manager.

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

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

 Purchase Consideration

 Cash consideration paid

 $
 5,150,000

 Purchase price allocation

 Inventory

 $
 805,000

 Property, plant, and equipment

 1,278,000

 Intangible assets

 1,609,000

 Right of use asset - operating lease

 1,797,000

 Other liabilities

 ( 283,000
)

 Operating lease liability

 ( 1,797,000
)

 1,741,000

 Net assets acquired

 $
 5,150,000

 Finite-lived intangible assets

 Trade Names ( 8 years)

 $
 513,000

 Customer Relationships ( 6 years)

 683,000

 Non-Compete Agreement ( 5 years)

 413,000

 Total intangible assets

 $
 1,609,000

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

 The
results of operations of Mother's Earth have been included in the consolidated statements of operations as of the effective date
of operations.

 F- 17

and net income for year ended December 31, 2022 from date of acquisition were $ 11.9 million and $ 0.30 million, respectively. Acquisition-related
expenses of $ 157,000 were expensed as incurred and recorded in selling, general and administrative expenses in the consolidated statements
of operations for the year ended December 31, 2022. The expenses primarily related to legal and other professional fees.

 Green's
Natural Foods

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

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

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

 The
following table summarizes the change in fair value of contingent consideration from acquisition date to December 31, 2023:

 SCHEDULE OF CHANGE IN FAIR VALUE OF CONTINGENT CONSIDERATION

 Fair Market

 Value - Level 3

 Balance as of October 14, 2022

 $
 1,108,000

 Remeasurement

 ( 333,100
)

 Balance as of December 31, 2022

 $
 774,900

 Remeasurement

 ( 774,900
)

 Balance as of December 31, 2023

 $
 -

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

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

 October 14, 2022

 Purchase Consideration

 Cash consideration paid

 $
 5,142,000

 Promissory note

 3,000,000

 Contingent consideration issued to Green's Natural seller

 1,108,000

 Total Purchase Consideration

 $
 9,250,000

 Purchase price allocation

 Inventory

 $
 1,642,000

 Property and equipment

 1,478,000

 Intangible assets

 3,251,000

 Right of use asset - Operating lease

 6,427,000

 Other liabilities

 ( 211,000
)

 Operating lease liability

 ( 6,427,000
)

 3,090,000

 Net assets acquired

 $
 9,250,000

 Finite-lived intangible assets

 Trade Names ( 8 years)

 $
 1,133,000

 Customer Relationships ( 6 years)

 1,103,000

 Non-Compete Agreement ( 5 years)

 1,015,000

 Total intangible assets

 $
 3,251,000

 F- 18

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

and net income for year ended December 31, 2022 were $ 6.3 million and $ 0.05 million, respectively, from the date of acquisition through
December 31, 2022. Acquisition-related expenses of $ 906,000 were expensed as incurred and recorded in selling, general and administrative
expenses in the consolidated statements of operations for the year ended December 31, 2022. The expenses primarily related to legal and
other professional fees.

 Ellwood
Thompson's

 On
October 1, 2023, the Company through its wholly owned subsidiary, Healthy Choice Markets V, LLC, entered into an Asset Purchase Agreement
with (i) ET Holding, Inc., d/b/a Ellwood Thompson's Local Market, a Virginia corporation, (ii) Ellwood Thompson's Natural
Market, L.C., a Virginia limited liability company, and (iii) Richard T. Hood, an individual resident of the Commonwealth of Virginia.
Pursuant to the Purchase Agreement, the Company acquired certain assets and assumed certain liabilities related to Ellwood Thompson's
grocery stores in Richmond, Virginia. The Company intends to continue to operate the grocery stores under their existing name.

 The
cash purchase price under the Asset Purchase Agreement was $ 750,000,
and a promissory note with a fair value of $ 718,000 provided by the seller. The principle amount of the promissory note was $ 750,000
with a fair value was $ 718,000,
and the Company expensed the discount associated with the promissory note and recognized interest expense of approximately $ 32,000
for the year ended December 31, 2023. In addition, the Company entered into a new lease agreement with the landlord and entered into
an employment agreement with the store manager.

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

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

 October 1, 2023

 Purchase Consideration

 Cash consideration paid

 $
 750,000

 Promissory note

 718,000

 Total Purchase Consideration

 $
 1,468,000

 Purchase price allocation

 Inventory

 $
 851,000

 Intangible assets

 291,000

 Right of use asset - Operating lease

 1,325,000

 Other liabilities

 ( 31,000
)

 Operating lease liability

 ( 1,325,000
)

 357,000

 Net assets acquired

 $
 1,468,000

 Finite-lived intangible assets

 Trade Names ( 8 years)

 $
 291,000

 Total intangible assets

 $
 291,000

 F- 19

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

and net income were $ 3.1 million and $ 0.3 million, respectively, from the date of acquisition through December 31, 2023. Acquisition-related
expenses of $ 131,000 were expensed as incurred and recorded in selling, general and administrative expenses in the consolidated statements
of operations for the year ended December 31, 2023. The expenses primarily related to legal and other professional fees.

and Earnings

 The
following unaudited pro forma summary presents consolidated information of the Company, including Mother Earth's Storehouse, Green's
Natural Foods and Ellwood Thompson's, as if the business combinations had occurred on January 1, 2022, the earliest period presented
herein:

 SCHEDULE OF SUPPLEMENTAL PRO FORMA INFORMATION

 2023

 2022

 2023

 2022

 Sales

 $
 65,262,783

 $
 68,786,398

 ( 18,670,111
)

 ( 4,171,713
)

 The
pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable. The
pro forma adjustments include incremental amortization of intangible and remove non-recurring transaction costs directly associated with
the acquisitions, such as legal and other professional service fees. The proforma data gives effects to actual operating results prior
to the acquisition. These proforma amounts do not purport to be indicative of the results that would have actually been obtained if the
acquisitions occurred as of the beginning of each period presented or that may be obtained in future periods. For the year ended December 31,
2022, the pro forma financial information excludes $ 1,063,000 of non-recurring acquisition-related expenses. For the year ended December 31,
2023, the pro forma financial information excludes $ 131,000 of non-recurring acquisition-related expenses.

 Note
9. PROPERTY, PLANT, AND EQUIPMENT

 Property,
plant, and equipment consist of the following:

OF PROPERTY PLANT AND EQUIPMENT

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Displays

 $
 312,146

 $
 312,146

 Building

 575,000

 575,000

 Furniture and fixtures

 596,355

 560,256

 Leasehold improvements

 1,925,385

 1,910,719

 Computer hardware & equipment

 190,019

 160,210

 Other

 688,774

 587,602

 Property and equipment, gross

 4,287,679

 4,105,933

 Less: accumulated depreciation and amortization

 ( 1,552,427
)

 ( 993,025
)

 Total property, plant, and equipment

 $
 2,735,252

 $
 3,112,908

 The
Company incurred approximately $ 0.6 million and $ 0.3 million of depreciation expense for the years ended December 31, 2023 and 2022,
respectively.

 F- 20

 Note
10. GOODWILL AND INTANGIBLE ASSETS

 The
Company tests goodwill for impairment annually on September 30 or more frequently if there are indicators that the carrying amount of
the goodwill exceeds its estimated fair value.

 The
Company experienced recurring losses coupled with the reduction in same store revenue, a highly competitive industry and certain operational
costs that have impacted our expectations such that future growth and profitability is lower than previous estimates. Furthermore, during
the fourth quarter of 2023, the Company operated with negative working capital which, although not a determinant on its own, when combined
with the other factors indicated that the Company's goodwill may be impaired.

 Because
the qualitative test indicated that the Company's goodwill was determined to be impaired, a second phase of the goodwill impairment
test ("Step 2") was performed. Under Step 2, the fair value of the Company was estimated for the purpose of deriving an estimate
of the implied fair value of goodwill. The implied fair value of the goodwill was then compared to the recorded goodwill to determine
the amount of the impairment. The Company evaluated the fair value of its equity through the use of Guideline Public Company Method and
Discounted Cash Flow Method. These two methods first calculated market value of invested capital, then the Company applied 50 % of weighting
to each method to derive the weight equity value. The Guideline Public Company Method calculated the Company's equity using public
markets' relevant comparable set with market multiples that are applicable to the company. The Discounted Cash Flow Method discounted
projected free cashflows of the Company at a computed weighted average cost of capital of 16.5 % as the discount rate. The Discounted
Cash Flow Method requires the use of significant estimates and assumptions to calculate projected future cash flow, weighted average
cost of capital, and future economic and market conditions. The Company based the forecasts on its knowledge of the industry, recent
performance and expected future performance, and other assumptions management believes to be reasonable but that are unpredictable and
inherently uncertain. Actual future results may differ from those estimates.

 As
a result, the entire $ 6.1 million carrying amount of the Company's goodwill was recognized as a non-cash impairment charge during
the year ended December 31, 2023. There was no impairment of goodwill during the year ended December 31, 2022.

 The
changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 are as follows:

OF CHANGES IN CARRYING AMOUNT OF GOODWILL

 2022

 Beginning balance

 $
 5,747,000

 $
 916,000

 Acquisitions

 357,000

 4,831,000

 Impairment

 ( 6,104,000
)

 -

 Ending balance

 $
 -

 $
 5,747,000

 Intangible
assets, net are as follows:

 SCHEDULE OF INTANGIBLE ASSETS, NET

 Useful Lives (Years)

 Gross Carrying

 Accumulated Amortization

 Net Carrying

 Customer relationships

 4 - 6 years

 $
 2,669,000

 $
 ( 1,330,972
)

 $
 1,338,028

 Trade names

 8 - 10 years

 2,860,000

 ( 1,035,443
)

 1,824,557

 Patents

 10 years

 397,165

 ( 199,001
)

 198,164

 Non-compete

 4 - 5 years

 1,602,000

 ( 586,067
)

 1,015,933

 Intangible assets, net

 $
 7,528,165

 $
 ( 3,151,483
)

 $
 4,376,682

 F- 21

 December 31, 2022

 Useful Lives (Years)

 Gross Carrying

 Accumulated Amortization

 Net Carrying

 Customer relationships

 4 - 6 years

 $
 2,669,000

 $
 ( 1,033,306
)

 $
 1,635,694

 Trade names

 8 - 10 years

 2,569,000

 ( 725,723
)

 1,843,277

 Patents

 10 years

 384,665

 ( 159,658
)

 225,007

 Non-compete

 4 - 5 years

 1,602,000

 ( 300,467
)

 1,301,533

 Intangible assets, net

 $
 7,224,665

 $
 ( 2,219,154
)

 $
 5,005,511

 Amortization
expense was approximately $ 0.9 million and $ 0.8 million for the years ended December 31, 2023 and 2022, respectively.

 The
weighted-average remaining amortization period of the Company's amortizable intangible assets is approximately 5 years as of December
31, 2023. The estimated future amortization of the intangible assets is as follows:

 SCHEDULE OF FUTURE ANNUAL ESTIMATED AMORTIZATION EXPENSE

 -

 For the years ending December 31,

 2024

 $
 959,391

 2025

 953,891

 2026

 875,910

 2027

 731,489

 2028

 412,819

 Thereafter

 443,182

 Total

 $
 4,376,682

 Note
11. CONTRACT LIABILITIES

 The
Company's contract liabilities consist of customer deposits, gift cards and loyalty rewards, for which the Company has a performance
obligation to deliver products when customers redeem balances or terms expire through breakage.

 A
summary of the contract liabilities activity for the years ended December 31, 2023 and 2022 is presented below:

 SUMMARY
OF CONTRACT LIABILITIES ACTIVITY

 2023

 2022

 Year ended December 31,

 2023

 2022

 Beginning balance as of January1,

 $
 198,606

 $
 23,178

 Issued

 891,060

 859,383

 Redeemed

 ( 812,694
)

 ( 628,012
)

 Breakage recognized

 ( 69,459
)

 ( 55,943
)

 Ending balance as of December 31,

 $
 207,513

 $
 198,606

 Note
12. DEBT

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

 SCHEDULE OF BREAKDOWN OF DEBT

 2023

 2022

 2023

 2022

 Promissory note

 $
 3,106,508

 $
 2,460,556

 Line of credit

 453,232

 453,232

 Other debt

 -

 Total debt

 3,559,740

 2,914,603

 Current portion of long-term debt

 ( 1,155,933
)

 ( 536,542
)

 Long-term debt

 $
 2,403,807

 $
 2,378,061

 F- 22

 Revolving
Line of Credit

 On
November 3, 2021, the Company entered into an agreement for a new revolving line of credit of $ 2.0 million
and a blocked/restricted deposit account ("blocked account") with Professional Bank in Coral Gables, Florida. The
agreement included a variable interest rate that it is based on a rate of 1.0 %
over what is earned on the collateral account. Based on the agreement with the bank, each draw request from the credit line
will be 100 %
cash secured with moneys held from the blocked account. The outstanding balance was $ 453,232
as of December 31, 2023 and 2022, respectively. The line of credit will expire in November 2024.

 Promissory
Note

 In
connection with the Green's Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the "Greens
Note") in the principal amount of $ 3,000,000 as a portion of the purchase price. The Greens Note has a five-year term, an interest
rate of 6.0 % per annum and is secured by the assets of the Green's Natural Foods. The outstanding balance was approximately $ 2,378,000
and $ 2,914,000 as of December 31, 2023 and 2022, respectively. The Company incurred approximately $ 160,000 and $ 30,000 interest expense
for the years ended December 31, 2023 and 2022, respectively.

 In
connection with the Ellwood Thompson's acquisition, on October 1, 2023, the Company issued a secured promissory note (the "Ellwood
Note") in the principal amount of $ 750,000, and discounted present value of $ 718,000 as a portion of the purchase price. The Ellwood
Note has a five-year term, an interest rate of 6.0 % per annum. The outstanding balance of the Ellwood Note was approximately $ 728,000
in principle amount as of December 31, 2023. The Company expensed the discount on promissory note and recognized interest expense of
approximately $ 39,000 for the year ended December 31, 2023.

 The
Company may, at its option, at any time or from time to time prepay the outstanding principal amount or any accrued but unpaid interest,
in each case in whole or in part, without penalty or premium, provided that any such prepayment of any outstanding amount of principal
shall be accompanied by the payment of all accrued but unpaid interest on the amount of principal being prepaid, plus any costs and fees
incurred.

 The
following table summarizes the 5-year repayment schedule:

OF MATURITIES OF LONG TERM DEBT

 -

 For the years ending December 31,

 2024

 $
 702,701

 2025

 746,042

 2026

 792,056

 2027

 724,333

 2028

 141,376

 Total

 $
 3,106,508

 Note
13. COMMITMENTS AND CONTINGENCIES

 Employment
Agreements

 On
August 13, 2018, the Company amended and restated its existing employment agreement with Jeffrey Holman, the Company's Chief Executive
Officer (the " Holman Employment Agreement "). The Holman Employment Agreement is for an additional three year term
and provides for an annual base salary of $ 450,000 and a target bonus for 2020 only in an amount ranging from 20 % to 200 % of his
base salaries subject to the Company meeting certain earnings before interest, taxes depreciation and amortization performance milestones.
Mr. Holman is entitled to receive severance payments, including two years of his then base salary and other benefits in the event of
a change of control, termination by the Company without cause, termination for good reason by the executive or non-renewal by the Company.
Mr. Holman was also granted 11 billion shares of restricted common stock pursuant to the Holman Employment Agreement Amendment on the
condition that 11 billion of his options to purchase Company common stock are forfeited. This restricted stock will vest one year following
the date of issuance provided that the grantee remains an employee of the Company through each applicable vesting date. On August 12,
2019, the Company agreed to extend the expiration date of the vesting period for the restricted stock by six months to February 13, 2020.
On August 12, 2020, the Company agreed to extend for a second time the expiration date of the vesting period for the restricted stock
by six months to February 13, 2021. The term of the employment agreement shall be automatically renewed for successive one-year terms
unless notice of non-renewal is given by either party at least 30 days before the end of the Term.

 F- 23

 On
February 26, 2021, the Company entered into an amended and restated employment agreement (the " Employment Agreement Amendment ")
with the Company's President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement Amendment, Mr.
Santi will continue to be employed as the Company's President and Chief Operating Officer through January 30, 2024. Mr. Santi
will receive a base salary of $ 0.4 million for 2021 and his salary will increase 10 % in each subsequent year. The term of the
amended employment agreement shall be automatically renewed for successive one-year terms unless notice of non-renewal is given by either
party at least 30 days before the end of the Term.

 On
February 02, 2022, the Company entered into a second amended and restated employment agreement (the " Employment Agreement Amendment ")
with the Company's Chief Financial Officer, John Ollet. Pursuant to the Employment Agreement Amendment, Mr. Ollet will continue
to be employed as the Company's Chief Financial Officer through February 14, 2025. Mr. Ollet will receive a base salary of $ 0.3
million for 2022 and his salary will increase 10 % in each subsequent calendar year. The term of the amended and restated employment agreement
shall be automatically renewed for successive one-year terms unless notice of non-renewal is given by either party at least 30 days before
the end of the Term.

 Legal
Proceedings

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

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

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

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

 F- 24

 There
were two lawsuits in connection with alleged claimed battery defects for an electronic cigarette device. One has been dismissed by
the court wherein the plaintiff settled with the Company's insurance carrier with no economic impact to the Company. In the
second lawsuit, as of December 31, 2023, the Company has reached an arrangement with the plaintiff to resolve the matter, limiting
potential exposure to $ 1.5
million. While this arrangement is presently not formalized by a signed agreement, the Company has accrued a liability of
$ 1.5
million, reflected in accounts payable and accrued expenses, to represent management's estimate of the probable settlement
amount based on the current status of discussions. The settlement remains subject to finalization, and until a definitive
agreement is executed, no assurance can be given that the outcome will differ from this accrual. The case has been removed from the courts trial calendar.

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

 From
time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no
other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition
or results of operations. As of December 31, 2023, with respect to legal costs, we record such costs as incurred.

 On
July 7, 2023, the Company entered into a patent licensing agreement for one of its patents in the vape segment. The Company as the licensor,
grants to licensee during the term a non-exclusive right and license under the Licensed Patents to make, use, offer to sell, sell, and
import licensed products in the territory of the United States of America. The licensee will pay to the licensor a royalty based on net
sales of all licensed products in the territory during the term of the agreement. Either party can cancel the agreement with 60-days
written notice. The Company is still in the process of building this operation, and no product sales or no royalties earned as of
the date of this filing.

 N ote
14. STOCKHOLDERS' EQUITY

 Equity
Compensation Plans

 The
Company's 2015 Equity Incentive Plan, as amended (the "2015 Plan"), awards grants to employees. On April 23, 2023,
the Board of Directors (the "Board") of HCMC approved the Second Amendment to the 2015 Equity Incentive Plan (the "Amended
Plan"). The Amended Plan increased the number of shares of HCMC common stock authorized for issuance under the Amended Plan to
 225,000,000,000 shares, and currently 2.5 billion shares are available for grant as of December 31, 2023.

 The
Company's 2009 Equity Incentive Plan (the "2009 Plan") awards grants to employees, non-employee directors and consultants
in connection with their retention and/or continued employment by the Company. The 2009 Plan had no shares of common stock available
for grant as of December 31, 2023.

 Series
D Convertible Preferred Stock

 On February
7, 2021, the Company entered into a Securities Purchase Agreement, pursuant to which the Company sold and issued 5,000 shares
of its Series D Convertible Preferred Stock (the "Preferred Stock") to accredited investors for $ 1,000 per share
or an aggregate subscription of $ 5.0 million. In 2021, 4,200 shares of Series D Convertible Preferred Stock were exercised
and converted into common stocks. As of December 31, 2023, the Company issued 8.0 billion shares of the Company's common stock
in connection with the exercise of the remaining 800 shares of the Series D Convertible Preferred Stock at a conversion price of $ 0.0001
per share. As of December 31, 2023, all Series D preferred stocks have been converted. The Series D Stocks have no voting rights.

 Series
E Redeemable Convertible Preferred Stock

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

 F- 25

 For
the year ended December 31, 2023, 1,585 shares of Series E preferred stock were converted into 15,850,000,000 shares of common stock
as a result of the Series E preferred stock conversion. 12,026 shares of Series E preferred stock were redeemed and approximately $ 12,004,000
was paid for redemption.

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

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

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

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

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

 On
October 30, 2023, the Company entered into a Third Amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible
Preferred Stock purchasers. The parties agreed to: (1) set the initial conversion price for the Series A Preferred Stock to be the 5-day
volume weighted average price measured using the 5 trading days preceding the purchase of the Series A Preferred Stock, (2) on the 40th
calendar day (the "Reset Date") after the sale of the Series A Preferred Stock, reset the conversion price in the event the
closing price of the Class A common stock on such date is less than the initial conversion, (3) have the reset conversion price equal
a 10% discount to the 5-day volume weighted average price measured using the 5 trading days preceding the Reset Date; provided, however,
in no instance will the conversion price be reset below 30% of the initial conversion price, and (4) amend the date on which the obligation
to acquire the Series A Preferred Stock ceases to March 1, 2024.

 On
February 20, 2024, the Company entered into a Fourth Amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible
Preferred Stock purchasers, pursuant to which the Company and such parties agreed to amend the date on which the obligation to acquire
the Series A Preferred Stock ceases to June 1, 2024.

 Spin-Off

 The
Company is planning to spin off its grocery segment and wellness business into a new publicly traded company (hereinafter referred to
as "NewCo"). NewCo will continue the path of growth in the health verticals started by HCMC and explore other growth opportunities
that comport with HCMC's healthier lifestyle mission. HCMC will retain its entire patent suite, the Q-Cup brand, and
continue to develop its patent suite through R&D as well as continuing its path of enforcing its patent rights against infringers
and attempting to monetize said patents through licensing deals.

 F- 26

 At
the time of the Spin-Off, HCMC will distribute all the outstanding shares of Common Stock held by it on a pro rata basis to holders of
HCMC's common stock. Each share of HCMC's common stock outstanding as the record date for the Spin-Off (the "Record
Date"), will entitle the holder thereof to receive shares of Common Stock in NewCo. The distribution will be made in book-entry
form by a distribution agent. Fractional shares of Common Stock will not be distributed in the Spin-Off and any fractional amounts will
be rounded down.

 Pursuant
to the Securities Purchase Agreement, purchasers of the Series E Convertible Preferred Stock will also be required to purchase Series
A Convertible Preferred Stock ("NewCo Series A Stock") of a newly created NewCo resulting from spin off of HCMC's grocery
and wellness businesses in the same subscription amounts that the Purchasers paid for the HCMC Preferred Stock.

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

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

 On
December 20, 2023, the Company filed Amendment No. 1 to its Spin-off S-1 with the Commission.

 On
December 21, 2023, the Company filed Amendment No. 2 to its IPO S-1 with the Commission.

 Restricted
Stock

 On
January 1, 2022, the Company granted 1,500,000,000 restricted shares of common stock to a non-employee for service rendered with fair
value of $ 150,000 that would vest 25 % each quarter starting from June 30, 2023 through March 31, 2024.

 On
December 14, 2022, the Company granted
 4,000,000,000 shares of restricted stocks with fair value of $ 400,000
to the two Directors of the Company that would vest starting from the first anniversary of the grant date at 12.5 %
for each calendar quarter for two
years.

 On
April 23, 2023, HCMC's board of directors has approved the issuance of approximately 107,675,000,000 shares of restricted common
stock to the employees and executive officers of HCMC. Each grant of restricted common stock will commence vesting of 12.5 % of the award
on February 1, 2024 and will vest in 12.5 % increments on the last day of each calendar quarter thereafter through September 30, 2025.
All shares of restricted common stock related to the April 23, 2023 issuance remain unvested as of December 31, 2023.

 The
following table reflects the activity for all unvested restricted stocks during 2023:

OF UNVESTED RESTRICTED STOCK

 Weighted

 Average

 Grant Date

 Fair Value

 Unvested at January 1, 2023

 5,500,000,000

 $
 550,000

 Granted

 107,675,000,000

 10,767,500

 Vested

 ( 1,625,000,000
)

 ( 162,500
)

 Forfeited

 -

 -

 Unvested at December 31, 2023

 111,550,000,000

 $
 11,155,000

 F- 27

 Stock
Options

 A
summary of option activity during the years ended December 31, 2023 and 2022 is as follows:

 SUMMARY OF OPTION ACTIVITY

 Number of Options

 Weighted Average
 Exercise
 Price

 Weighted Average Remaining Term (Yrs.)

 Aggregate Intrinsic Value

 Outstanding, January 1, 2022

 67,587,230,680

 $

 $
 -

 Options granted

 -

 -

 Options forfeited or expired

 -

 Outstanding, December 31, 2022

 67,587,230,680

 $

 $
 -

 Options granted

 -

 -

 Options exercised

 -

 -

 Options forfeited or expired

 ( 8,480
)

 -

 Outstanding, December 31, 2023

 67,587,222,200

 $

 -

 Exercisable on December 31, 2023

 67,587,222,200

 $

 $
 -

 During
the years ended December 31, 2023 and 2022, the Company recognized stock-based compensation expense of approximately $ 3,430,000 and $ 72,000,
respectively, in connection with the amortization of restricted stocks and stock options. Stock-based compensation expense is included
as part of selling, general and administrative expense in the accompanying consolidated statements of operations.

 Income
(Loss) per Share

 Basic
income (loss) per share is computed by dividing the net income (loss) available to common stockholders by the weighted average number
of common shares outstanding during the period. Diluted income (loss) per share is computed using the weighted average number of common
shares and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common
shares issuable upon (a) the exercise of stock options (using the treasury stock method); (b) the conversion of Series D and Series E
convertible preferred stocks; (c) the exercise of warrants (using the if-converted method); (d) the vesting of restricted stock units;
and (e) the conversion of convertible notes payable. Diluted income (loss) per share excludes the potential common shares, as their effect
is antidilutive. The following table summarizes the Company's securities that have been excluded from the calculation of basic
and dilutive income (loss) per share as their effect would be anti-dilutive:

OF DILUTIVE LOSS PER SHARE

 2023

 2022

 2023

 2022

 Preferred stock

 11,111,000,000

 148,470,000,000

 Stock options

 67,587,222,200

 67,587,230,680

 Restricted stock

 113,175,000,000

 5,500,000,000

 Total

 191,873,222,200

 221,557,230,680

 F- 28

 Note
15. LEASES

 The
Company has various lease agreements with terms up to 20 years, including leases of retail stores, headquarters and equipment. All the
leases are classified as operating leases.

 The
following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating
leases as of December 31, 2023.

OF MATURITY OF LEASE LIABILITIES

 Maturity of Lease Liabilities by Fiscal Year

 2024

 $
 3,212,909

 2025

 2,862,488

 2026

 2,521,339

 2027

 1,535,080

 2028

 834,710

 Thereafter

 1,363,363

 Total undiscounted operating lease payments

 $
 12,329,889

 Less: Imputed interest

 ( 1,021,443
)

 Present value of operating lease liabilities

 $
 11,308,446

 The
following summarizes the Company's operating leases:

OF BALANCE SHEET CLASSIFICATION AND OTHER INFORMATION

 Balance Sheet Classification

 2023

 2022

 Right of use asset

 $
 11,511,002

 $
 10,604,935

 Operating lease liability, current

 $
 2,842,829

 $
 2,228,852

 Operating lease liability, net of current

 8,465,617

 8,041,504

 Total operating lease liabilities

 $
 11,308,446

 $
 10,270,356

 The
amortization of the right-of-use asset of approximately $ 2,590,000 and $ 1,164,000 for the years ended December 31, 2023 and 2022, respectively,
were included in operating cash flows.

 Other Information

 Weighted-average remaining lease term for operating leases

 5 years

 Weighted-average discount rate for operating leases

 3.98
 %

 Rent
expense for the years ended December 31, 2023 and 2022 was approximately $ 3,500,000 and $ 1,500,000, respectively, is included in selling,
general and administrative expenses in the accompanying consolidated statement of operations.

 The
following table represents the components of lease cost are as follows for twelve months ended December 31, 2023:

 SCHEDULE OF LEASE EXPENSE

 Operating lease cost

 $
 2,265,820

 Variable lease cost

 944,987

 Short-term lease cost

 324,507

 Total rent expense

 $
 3,535,313

 The
aggregate cash payments under the leasing arrangement was approximately $ 2,458,000 for the year ended December 31, 2023 and was included
in operating cash flows.

 F- 29

 Note
16. INCOME TAXES

 The
Company did not have s expected tax expense (benefit) at the U.S. statutory rate to the actual tax expense (benefit)
reflected in the accompanying statement of operations:

OF INCOME TAX RECONCILIATION EXPECTED EXPENSE (BENEFIT)

 2023

 2022

 Year Ended December 31,

 2023

 2022

 U.S. federal statutory rate

 $
 ( 3,881,403
)

 $
 ( 1,515,700
)

 State and local taxes, net of federal benefit

 ( 1,036,963
)

 ( 359,643
)

 Change in valuation allowance

 4,999,204

 2,733,655

 True-up & deferred adjustment

 ( 19,998
)

 Other permanent items

 2,928

 -

 Change in tax rate

 ( 63,768
)

 ( 252,392
)

 Other

 -

 ( 606,064
)

 Total income tax benefit

 $
 -

 $
 -

 As
of December 31, 2023 and 2022, the Company's deferred tax assets and liabilities consisted of the effects of temporary differences
attributable to the following:

 SCHEDULE OF DEFERRED TAX ASSETS AND LIABILITIES

 2023

 2022

 Year Ended December 31,

 2023

 2022

 Deferred tax assets:

 Net operating losses

 $
 19,684,763

 $
 17,030,852

 Unrealized loss on investment

 39,580

 36,436

 Accrued Expenses and Deferred Income

 -

 149,402

 Charitable contribution

 8,330

 5,737

 Stock based compensation

 3,029,964

 2,099,241

 Net book value of intangible assets

 1,801,150

 314,775

 UNICAP 263a Adjustment

 53,284

 -

 ASC 842 - Lease Accounting

 65,172

 44,484

 Total deferred tax assets

 24,682,243

 19,680,927

 Deferred tax liabilities:

 Net book value of fixed assets

 ( 29,652
)

 ( 27,540
)

 Total deferred tax liabilities

 ( 29,652

)

 ( 27,540
)

 Net deferred tax assets

 24,652,591

 19,653,387

 Valuation allowance

 ( 24,652,591
)

 ( 19,653,387
)

 Net deferred tax assets

 $
 -

 $
 -

 In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of
the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all of the positive and negative evidence available, management has determined that a valuation allowance is required at December
31, 2023 and 2022 to reduce the deferred tax assets to amounts that are more likely than not to be realized. The Company's valuation
increased by $ 4,999,204 and $ 2,733,655 for the tax years ended 2023 and 2022, respectively. Should the factors underlying management's
analysis change, future valuation adjustments to the Company's net deferred tax assets may be necessary.

 F- 30

 At
December 31, 2023 the Company had U.S. federal and state net operating loss carryforwards ("NOLS") of $ 79.5 million and $ 64.8
million, respectively. Federal NOLs of $ 46.3 million expire beginning in 2030 through 2037 and $ 33.2 million do not expire and are subject
to 80% of taxable income under Internal Revenue Code Section 172. State NOLs of $ 36.3 million expire beginning in 2030 through 2037 and
$ 28.5 million do not expire and maybe subject to income limitations under each State statute. Utilization of our NOLS may be subject
to an annual limitation under section 382 and similar state provisions of the Internal Revenue Code due to changes of ownership that
may have occurred or that could occur in the future, as defined under the regulations.

 On
August 16, 2022, the Inflation Reduction Act of 2022 ("IRA") was signed into law. Among other provisions, the IRA includes
a 15% corporate alternative minimum tax on applicable corporations and 1% excise tax on stock repurchases made after December 31, 2022.
The IRA is not expected to have a material impact on the consolidated financial statements.

 The
Company files a federal income tax return and income tax returns in various state tax jurisdictions and the Company is generally no longer
subject examinations by federal and state tax authorities for years before 2020.

 Note
17. SEGMENT INFORMATION

 Management
determines the reportable segments based on the internal reporting used by our executives to evaluate performance and to assess where
to allocate resources. The Company evaluates segment performance based on the segment gross profit before corporate expenses.

 Summarized
below are the total net sales and segment operating results for each reporting segment:

OF INFORMATION ABOUT REPORTABLE SEGMENTS

 Year Ended

 Net Sales

 Segment Gross Profit

 December 31, 2022

 December 31, 2022

 Vapor

 $

 $

 $
 ( 170
)

 $
 144,483

 Grocery

 55,689,793

 29,009,640

 20,348,224

 10,079,735

 Total

 $

 $

 20,348,054

 10,224,218

 Corporate expenses

 38,323,733

 Operating loss

 ( 17,975,679
)

 ( 8,653,084
)

 Corporate other (expense) income, net

 ( 507,201
)

 1,435,473

)

)

 For
the year ended December 31, 2023 depreciation and amortization was approximately $ 18,000 and $ 1.5 million for Vapor and Grocery, respectively.

 For
the year ended December 31, 2022 depreciation and amortization was approximately $ 19,000 and $ 1.0 million for Vapor and Grocery, respectively.

 Note
18. EMPLOYEE RETENTION CREDITS

 Congress
passed programs to provide financial assistance to companies during the COVID-19 pandemic, including the employee retention credit (ERC).
The ERC provides eligible employers with credits per employee based on qualified wages and health insurance benefits paid. In December
2022, the Company filed application for Employee Retention Credits with the Internal Revenue Service. The company is reasonably assured
the eligibility is met. The total amount eligible is $ 930,000. The amount was recorded in other current assets in consolidated balance
sheet and other income in statement of operation in 2022. As of December 31, 2023, the Company received the payment in full eligible
amount.

 Note
19. SUBSEQUENT EVENTS

 In
connection with the spin off, on January 18, 2024, the Company entered into Securities Purchase Agreement with institutional investors
whereby the Company issued a total of approximately $ 1.9 million in unsecured promissory notes (the "Notes). The Notes were issued
at a 10 % original issue discount and accrue interest at a rate of 10 % per annum. All principle and accrued interest on the Notes shall
be due and payable upon the earlier of (1) the closing of the potential initial public offering ("IPO"), (2) the one-year
anniversary of issuance or (3) the time at which the balance is due and payable upon an event of default. The investors agreed to acquire
$ 1,700,000 of Class A common stock in the IPO, and the Company will issue 188,889 shares of Class A common stock (assuming an IPO offering
price of $ 10 per share) to institutional investors upon IPO.

 On
February 13, 2024, the Company filed Amendment No. 2 to its Spin-off S-1 with the Commission with respect to the Spin-Off.

 On
February 13, 2024, the Company filed Amendment No. 3 to its IPO S-1 with the Commission with respect to the IPO.

 On
February 20, 2024, the Company entered into a Fourth Amendment to the Securities Purchase Agreement with its Series E Redeemable Convertible
Preferred Stock purchasers, pursuant to which the Company and such parties agreed to amend the date on which the obligation to acquire
the Series A Preferred Stock ceases to June 1, 2024.

 On February 9, 2024, in order to maximize profitability
and improve operation efficiency, management made decision to close the Saugerties store. The building that the store is located is owned
by the Company, and it is currently for sale. At the time of the filing, no sales agreement has been signed.

 F- 31

 EXHIBIT

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 No.

 Exhibit

 Form

 Date

 Number

 Herewith

 1.1

 Form of Underwriting Agreement

 S-1

 7/10/15

 1.1

 2.1(a)

 Business Sale Offer and Acceptance Agreement, dated April 11, 2016, by and between Vapor Corp. and Ada's Whole Food Market LLC

 5/23/16

 2.1

 2.1(b)

 Asset Purchase Agreement, dated July 29, 2016, by and between Vapor Corp. and VPR Brands, L.P.

 8/3/16

 1.1

 2.1(c)

 Asset Purchase Agreement, dated November 19, 2018, by and among the Company and Paradise Health Foods, Inc.

 11/21/18

 2.1

 2.1(d)

 Membership Interest Purchase Agreement, dated December 14, 2018, by and among Healthy U Wholesale, Inc. and the Sellers named therein

 12/26/18

 2.2

 2.1(e)

 Asset Purchase Agreement, dated February 8, 2022, by and among the Healthy Choice Markets 3, LLC, Mother Earth's Storehouse Inc., Christopher Schneider and Kevin Schneider

 2/8/22

 2.1

 2.1(f)

 Commercial Contract of Sale, dated of 9th day of February, 2022, between Mother Earth's Storehouse, Inc. and Healthy Choice Markets 3 Real Estate LLC

 3.1

 Certificate of Incorporation

 11/16/15

 3.1

 3.1(a)

 3/03/17

 3.1

 3.1(b)

 S-1

 7/10/15

 3.2

 3.1(c)

 S-4

 12/11/15

 3.2

 3.1(d)

 2/2/16

 3.1

 3.1(e)

 3/9/16

 3.1

 3.1(f)

 6/1/16

 3.1

 3.1(g)

 8/5/16

 3.1

 3.1(h)

 Certificate of Designation of Preferences, Rights And Limitations of Series D Convertible Preferred Stock

 2/8/21

 2.1

 3.1(i)

 Cancellation of Certificate of Designations

 3.2

 Bylaws

 12/31/13

 3.4

 10.1

 Form of Securities Purchase Agreement dated March 3, 2015

 3/05/15

 10.1

 10.2*

 2015 Equity Incentive Plan

 S-1

 6/01/15

 10.28

 10.3

 Form of Letter Agreement dated June 19, 2015

 6/25/15

 10.4

 10.4

 Form of Letter Agreement dated June 19, 2015

 6/25/15

 10.5

 10.9

 RLOC Credit Agreement, dated December 23, 2021, by and among Healthier Choices Management Corp. and Professional Bank

 10.10

 Revolving Credit Note, dated December 31, 2019, issued by Healthier Choices Management Corp. in favor of Professional Bank

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 No.

 Exhibit

 Form

 Date

 Number

 Herewith

 10.11*

 Amendment to Vapor Corp. 2015 Equity Incentive Plan

 S-8

 2/8/17

 4.2

 10.12*

 Form of Restricted Stock Award Agreement

 8/20/18

 10.4

 10.13*

 Second Amended and Restated Employment Agreement, entered into as of February 26, 2021 by and between the Company and Christopher Santi

 3/5/21

 10.1

 10.14*

 Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Jeffrey Holman

 3/8/21

 10.12

 10.15*

 Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Christopher Santi

 3/8/21

 10.13

 10.16*

 Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and John Ollet

 3/8/21

 10.14

 10.17*

 Third Amended and Restated Restricted Stock Agreement dated as of February 12, 2021 by and between Healthier Choices Management Corp. and Anthony Panariello

 3/8/21

 10.15

 10.18*

 Second Amended and Restated Employment Agreement, dated as of February 2, 2022 by and between the Company and John Ollet

 2/2/22

 10.1

 10.19*

 Amended and Restated Employment Agreement, dated as of March 13, 2018 by and between the Company and Jeffrey Holman

 8/20/18

 10.3

 10.20

 Securities Purchase Agreement, dated as of August 18, 2022, by and between Healthier Choices Management Corp. and the purchasers named therein

 8/18/2022

 10.1

 10.21

 First Amendment to Securities Purchase Agreement, dated as of March 1, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein

 8-K/A

 3/6/23

 10.1

 10.22

 Second Amendment to Securities Purchase Agreement, dated as of May 15, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein

 8-K/A

 5/19/23

 10.1

 10.23

 Third Amendment to Securities Purchase Agreement, dated as of October 30, 2023, by and between Healthier Choices Management Corp. and the purchasers named therein

 8-K/A

 11/3/23

 10.1

 10.24

 Fourth Amendment to Securities Purchase Agreement, dated as of February 20, 2024, by and between Healthier Choices Management Corp. and the purchasers named therein

 8-K/A

 2/23/24

 10.1

 21.1

 List of Subsidiaries

 X

 23.1

 Consent of Marcum LLP

 Filed

 31.1

 Certification of Principal Executive Officer (302)

 Filed

 31.2

 Certification of Principal Financial Officer (302)

 Filed

 32.1

 Certification of Principal Executive Officer and Principal Financial Officer (906)

 Furnished**

 101.INS

 Instance Document

 Filed

 101.SCH

 Taxonomy Extension Schema Document

 Filed

 101.CAL

 Taxonomy Extension Calculation Link base Document

 Filed

 101.DEF

 Taxonomy Extension Definition Link base Document

 Filed

 101.LAB

 Taxonomy Extension Label Link base Document

 Filed

 101.PRE

 Taxonomy Extension Presentation Link base Document

 Filed

 *
Management contract or compensatory plan or arrangement.

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

 Copies
of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders
who make a written request to our Corporate Secretary at 3800 North 28th Way, Hollywood, Florida 33020.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 27, 2024.

 Choices Management Corp.

 By:

 /s/

 Chief
 Executive Officer

 (Principal
 Executive Officer)

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

 Signature

 Title

 Date

 /s/

 Principal
 Executive Officer and

 March

 /s/
 John A. Ollet

 Chief
 Financial Officer

 March

 John
 A. Ollet

 (Principal
 Financial and Accounting Officer)

 /s/
 Clifford J. Friedman

 March

 Clifford
 J. Friedman

 /s/
 Anthony Panariello

 March

 Anthony
 Panariello