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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, DC 20549

 FORM 10-K

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

 FOR
THE FISCAL YEAR ENDED DECEMBER 31, 2024

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

 FOR
THE TRANSITION PERIOD FROM _______ TO _______

 COMMISSION
FILE NUMBER: 001-41147

 AMAZE
HOLDINGS, INC.

 (Exact
name of registrant as specified in its charter)

 Nevada

 87-3905007

 (State
 or other jurisdiction of

 (IRS
 Employer

 incorporation
 or organization)

 Identification
 No.)

 P.O.
Box 78984

 Charlotte,
 NC 28271

 (Address
and Zip Code of principal executive offices)

 (Registrant's
telephone number, including area code): ( 855) 766-9463

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

 Title
 of each class

 Trading
 symbol(s)

 Name
 of each exchange on which registered

 Common
 stock, $0.001 par value

 AMZE

 NYSE
 American

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

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, 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's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

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

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 registrant's common stock held by non-affiliates was $ 5,610,312 as of June 30, 2024 (the last business
day of the registrant's most recently completed second fiscal quarter), based on a total of 9,182,180 shares of common stock held
by non-affiliates and a closing price of $0.611 as reported on the NYSE American on June 30, 2024. For purposes of this computation,
all officers, directors, and 10% beneficial owners of the registrant are deemed to be affiliates. Such determination should not be deemed
to be an admission that such officers, directors or 10% beneficial owners are, in fact, affiliates of the registrant.

 As of March 31, 2025, Amaze Holdings, Inc. had 16,713,398
shares of common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Portions of the registrant's definitive proxy
statement relating to the 2025 Annual Meeting of Stockholders are incorporated herein by reference in Part III of this Annual Report on
Form 10-K to the extent stated herein. Such proxy statement will be filed with the Securities and Exchange Commission within 120 days
of the registrant's fiscal year ended December 31, 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.

 [RESERVED]

 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 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

 ITEM 10.

 Directors, executive officers and corporate governance

 ITEM 11.

 Executive compensation

 ITEM 12.

 Security ownership of certain beneficial owners and management and related stockholder matters

 ITEM 13.

 Certain relationships and related transactions, and director independence

 ITEM 14.

 Principal accounting fees and services

 ITEM 15.

 Exhibits, financial statement schedules

 ITEM 16.

 Form 10-K Summary

 SIGNATURES

 i

 EXPLANATORY NOTE

 On March 7, 2025, Fresh Vine Wine, Inc. ("Fresh
Vine" and after the acquisition described herein, "Amaze Holdings, Inc.") completed the acquisition of Amaze Software,
Inc. (the Acquisition"), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March 7, 2024 (the "Merger
Agreement") by and among Fresh Vine, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Merger
Sub"), Amaze Software, Inc., a Delaware corporation ("Amaze Software"), the stockholders of Amaze Software listed on
Schedule I thereto (each, a "Holder" and together the "Holders"), and Aaron Day, solely in his capacity as the
Holders' Representative (the "Holders' Representative"). Amaze Software is an end-to-end, creator-powered commerce
platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services. Effective March 24,
2025 (the "Effective Date"), Fresh Vine was renamed "Amaze Holdings, Inc." ("Amaze").

 Unless the context requires otherwise, references in this Annual Report
to "Company," "we," "us" and "our" refer to Fresh Vine prior to the Effective Date and
to Amaze Holdings, Inc. and its subsidiaries following the Effective Date, and references to "Amaze Software" refer Amaze
Software, Inc.

 The Company's common stock is listed on the NYSE American under the
symbol "AMZE" as of the Effective Date.

 Cautionary Statement Concerning Forward-Looking
Statements

 We make forward-looking statements
in this Annual Report on Form 10-K. Such forward-looking statements include, but are not limited to, statements concerning our strategies,
future operations, future financial position and operating results, capital adequacy, growth opportunities, prospects, and plans and objectives
of our management team. In addition, any statements that refer to projections, forecasts or other characterizations of future events or
circumstances, including any underlying assumptions, are forward-looking statements. In some cases, you can identify these statements
by forward-looking words such as "may," "might," "should," "would," "could,"
"expect," "plan," "anticipate," "intend," "believe," "estimate,"
"predict," "potential" or "continue," and the negative of these terms and other comparable terminology.
The forward-looking statements contained in this Annual Report on Form 10-K are based on current expectations and beliefs concerning future
developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we
have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or
other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking
statements. These risks and uncertainties include, but are not limited to, those factors described below and under the heading "Risk
Factors."

 •
 the potential effect of the announcement of the acquisition
on Amaze Software's or Fresh Vine's business relationships, performance and business generally, including potential difficulties
in employee retention;

 •
 the outcome of any legal proceedings related to the merger
agreement or the acquisition;

 •
 the risk that the anticipated benefits of the acquisition
or other commercial opportunities may otherwise not be fully realized or may take longer to realize than expected;

 •
 the risk that integration of Amaze Software and Fresh Vine
post-closing may not occur as anticipated or the combined company may not be able to achieve the growth prospects and synergies expected
from the transaction, as well as the risk of potential delays, challenges and expenses associated with integrating the combined company's
existing businesses;

 •
 the risk that we will need to raise additional capital to
execute our business plan, which may not be available on acceptable terms or at all;

 •
 the risk that we will experience difficulties in managing
our growth;

 •
 We have a limited operating history and have generated limited
revenue to date;

 •
 We have not generated profits from operations to date;

 ii

 •
 We need to hire additional executive officers and other
personnel;

 •
 The success of our existing business depends heavily on
the strength of our wine brand;

 •
 Business growth will place increased demands on our management,
operational and production capabilities;

 •
 Our advertising and promotional investments may affect our
financial results but not be effective;

 •
 We have relied heavily on celebrities to endorse our wines
and market our brand pursuant to license agreements which have been terminated;

 •
 We rely heavily on third-party suppliers and service providers;

 •
 We face significant competition with an increasing number
of products and market participants;

 •
 Consolidation of the distributors of our wines, as well
as the consolidation of retailers, may increase competition in an already crowded space;

 •
 A reduction in consumer demand for wine could materially
and adversely affect our business;

 •
 We are heavily reliant on distributors that resell alcoholic
beverages in all states in which we do business.

 •
 Our marketing strategy involves continued expansion into
the direct-to-consumer channel, which may present risks and challenges for which we are not adequately prepared.

 •
 Inclement weather, drought, pests, plant diseases and other
factors could reduce the amount or quality of the grapes available to produce our wines.

 •
 If we are unable to obtain adequate supplies of premium
juice from third-party juice suppliers, the quantity or quality of our wine production could be adversely affected;

 •
 We may be unable to identify and obtain adequate supplies
of quality agricultural, raw and processed materials, or the cost of the commodities or products may increase;

 •
 We have been engaged in litigation with our former Chief
Operating Officer;

 •
 The impact of U.S. and worldwide economic trends and financial
market conditions could materially and adversely affect our business, liquidity, financial condition and results of operations;

 •
 If we are unable to secure and protect our intellectual
property, the value of our wine brands and intellectual property could decline;

 •
 We may not be fully insured against catastrophic perils,
which may cause us to experience a material financial loss;

 •
 A failure of one or more of our key IT systems, networks,
processes, associated sites or service providers could have a material adverse impact on business operations and financial condition;

 •
 Our failure to adequately maintain and protect the personal
information of our customers or our employees in compliance with evolving legal requirements could have a material adverse effect on our
business;

 •
 As a producer of alcoholic beverages, we are regularly the
subject of regulatory reviews, proceedings and audits by governmental entities;

 •
 New and changing environmental requirements, and new market
pressures related to climate change, could materially and adversely affect our business, results of operations and financial results;

 iii

 •
 Changes in foreign and domestic laws and government regulations
to which we are currently subject may increase our costs or limit our ability to sell our wines into certain markets;

 •
 Our failure to maintain compliance with NYSE American listing
requirements could result in the delisting of our common stock, and our common stock could become subject to the penny stock rules;

 •
 We incur significant legal, accounting, and other expenses
associated with being a public company.

 •
 We cannot be certain that the reduced disclosure requirements
applicable to emerging growth companies will not make our shares less attractive to investors;.

 •
 We may fail to develop and/or maintain adequate internal
control over financial reporting.

 •
 Provisions of our corporate governance documents could make
an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current management.

 •
 Your percentage ownership in us may be diluted by future
issuances of capital stock.

 •
 An active, liquid trading market for our common stock may
not develop;

 •
 Sales of a substantial number of shares of our common stock
in the public market could cause the market price of our common stock to drop significantly, even if our business is performing well;

 •
 As a public company, we are subject to additional laws,
regulations and stock exchange listing standards, which will result in additional costs to us and may strain our resources and divert
our management's attention;

 •
 We have no current plans to pay cash dividends on our common
stock; and

 •
 The risk that we will need to raise additional capital to
execute our business plan, which may not be available on acceptable terms or at all; and We may require additional debt and equity capital
to pursue our business objectives.

 Should one or more of these risks
or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those
projected in these forward-looking statements. Some of these risks and uncertainties may in the future be amplified by a global crises
and/or any response to such a crisis and there may be additional risks that we consider immaterial or which are unknown. It is not possible
to predict or identify all such risks. We do not undertake any obligation to update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

 This Annual Report on Form 10-K
includes market data and forecasts with respect to the wine industry. We have obtained this market data and certain industry forecasts
from various independent third-party sources, including industry publications, reports by market research firms, surveys, and other independent
sources. Some data and information are based on management's estimates and calculations, which are derived from our review and interpretation
of internal company research and data, surveys, and independent sources. We believe the data regarding the industry in which we compete
and our market position and market share within this industry generally indicate size, position, and market share within this industry;
however, this data is inherently imprecise and is subject to significant business, economic and competitive uncertainties and risks due
to a variety of factors, including those described in "Risk Factors." These and other factors could cause our future performance
to differ materially from our assumptions and estimates.

 In addition, statements that
"we believe" and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on
information available to us as of the date of this report. Although we believe that information provides a reasonable basis for these
statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive
inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly
rely on these statements.

 iv

 ITEM 1. BUSINESS.

 Overview

 Amaze
Holdings, Inc. (formerly Fresh Vine Wine, Inc.) is a premier producer of low carb, low calorie, premium wines in the United States. Founded
in 2019, the Company brings an innovative "better-for-you" solution to the wine market. Offering bold, crisp, and creamy wines
that embody health, warmth, and a deeper connection to wellness and an active lifestyle, we offer a unique and innovative collection of
today's most popular varietals. We currently sell seven proprietary varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon
Blanc, Ros, Sparkling Ros, and a limited Reserve Napa Cabernet Sauvignon. All varietals have been produced and bottled
in Napa, California.

 Effective March 24, 2025,
we changed our name to Amaze Holdings, Inc. Unless the context requires otherwise, references in this Annual Report to "Fresh Vine,"
"Fresh Vine Wine," "Amaze," "Company," "we," "us" and "our" refer
to Amaze Holdings, Inc. and its subsidiaries, and references to "Amaze Software" refer to our wholly owned subsidiary Amaze
Software, Inc.

 Recent Developments

 Agreement and Plan of Merger

 On March 7, 2025, Fresh Vine
completed the acquisition of Amaze Software, Inc., pursuant to an Amended and Restated Agreement and Plan of Merger dated as of March
7, 2025 (the "Merger Agreement") by and among Fresh Vine, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary
of Fresh Vine ("Merger Sub"), Amaze Software, Inc., a Delaware corporation ("Amaze Software"), the stockholders
of Amaze Software listed on Schedule I thereto (each, a "Holder" and together the "Holders"), and Aaron Day, solely
in his capacity as the Holders' Representative (the "Holders' Representative"). Amaze Software is an end-to-end,
creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services.

 Pursuant to the Merger Agreement,
(i) Merger Sub merged with and into Amaze Software (the "Merger") with Amaze Software as the surviving company and a wholly
owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by Fresh Vine in connection with the acquisition included
750,000 shares of the Fresh Vine's Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred
Stock"), plus warrants (the "Merger Warrants") to purchase an aggregate of 8,750,000 shares of Fresh Vine's common
stock, par value $0.001 per share (the "Common Stock").

 Our Existing Business

 We are
a premier producer of low carb, low calorie, premium wines in the United States. Founded in 2019, the Company brings an innovative "better-for-you"
solution to the wine market. Offering bold, crisp, and creamy wines that embody health, warmth, and a deeper connection to wellness and
an active lifestyle, we offer a unique and innovative collection of today's most popular varietals. We currently sell seven proprietary
varietals: Cabernet Sauvignon, Pinot Noir, Chardonnay, Sauvignon Blanc, Ros, Sparkling Ros, and a limited Reserve Napa
Cabernet Sauvignon. All varietals have been produced and bottled in Napa, California.

 Our wines are focused on the
affordable luxury segment. Importantly, our wines stand out in the luxury wine market because they address the preferences of our target
demographic of consumers with moderate to affluent income and with a desire to pursue a healthy and active lifestyles for a low-calorie,
low-carb, gluten-free product, while concurrently delivering the quality and taste profile of a premium wine brand. This allows us to
position our wines in the "better for you" segment that seeks to appeal to consumers' emphasis on a healthy lifestyle.
While we believe our product offerings have mass appeal among all consumers of affordable luxury wines, we have positioned the Company
brand as a complement to the healthy and active lifestyles of younger generation wine consumers.

 Our core wine offerings are priced
strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle - price points that support a premium
product strategy, appeal to mass markets, and allow us to offer significant value across all consumer distribution channels. Given the
Company's brand "better-for-you" appeal and overall product quality, we believe that it presents today's consumers
with a unique value proposition within this price category.

 As a testament to the quality
of our varietals, in September 2022 we announced that The Tasting Panel Magazine and The Somm Journal, two highly regarded wine publications,
had awarded the Company's California Cabernet Sauvignon, 2020 Vintage, a 92 Rating (out of 100). This is the second of our varietals
to receive a 92 Rating during 2022, with our Limited Reserve Napa Cabernet Sauvignon receiving a Rating of 92 from James Suckling, regarded
as one of the world's most influential wine critics, in July. Also, in July 2022, our 2020 California Pinot Noir and California
2021 Ros varietals were awarded Bronze Medals by TEXSOM. In 2022, the Company's varietals were recognized by various
industry authorities with a total of 16 separate awards.

 Our wines are distributed across
the United States and Puerto Rico through wholesale, retail, and direct-to-consumer (DTC) channels. We are able to conduct wholesale distribution
of our wines in all 50 states and Puerto Rico. As of December 31, 2024, we hold relationships with wholesale distributors in 50 states.
We are working with leading distributors, including Southern Glazer's Wine & Spirits (SGWS), Johnson Brothers, and Republic
National Distributing Company (RNDC), to continue and expand our presence across the contiguous United States.

 Our DTC channel enables us to
sell wine directly to the consumer at full retail prices. Although these prices are consistent with our suggested retail prices (SRPs),
we incur two mark-ups of approximately 30% each for our distributor and retail partners when selling wine through our wholesale
distribution channel, therefore directly reducing our revenue and margins. Because the DTC channel provides significantly higher margins
than sales generated through wholesale distributors, we intend to further invest in DTC capabilities to ensure it remains an integral
part of our business. We also believe continued investment in DTC technologies and capabilities are critical to maintaining an intimate
relationship with our customers, which is becoming increasingly digital. In addition, we also sell through alternative DTC sales platforms,
such as ecommerce marketplaces, product aggregators and virtual distributors, all of which have experienced significant recent growth,
as well as sales through home delivery services.

 We do not own or operate any
vineyards. Instead of cultivating our own grapes, we have used Fior di Sole, a third-party supplier, to source grapes. This allows
us to leverage our supplier's broad network of vendor relationships and purchasing power to negotiate favorable cost structures.
Because our supplier procures product inputs on our behalf, including bulk juice, we do not currently engage directly with grape growers
("growers") or bulk distributors of juice ("bulk distributors"). As a result, we have limited front-end supply
chain visibility. This is a strategy by design that we believe provides us with access to diversified growers and large distributors,
which reduces our reliance upon any single vendor and mitigates our exposure to droughts, wildfires, spoilage, contamination and other
supply side risks common to the wine industry.

 Our supplier procures grapes
and/or juice for our existing varietals from California. This juice is then stored in Napa until time of production, at which point it
is made available for blending and bottling processes at our Napa Valley production and bottling facility. This is significant in that
both blending and bottling must occur within Napa to be considered produced and bottled in Napa — a distinctive product
attribute that adds significant production value to our brand in the eyes of consumers. However, wine produced by the Company will only
be labelled with a Napa Valley appellation of origin if it is produced from grapes grown in the Napa Valley American Viticultural Area
(AVA). The labels for the Company's core wines identify California as the appellation of origin.

 Our asset-light operating
model allows us to utilize third-party assets, including land and production facilities. This approach helps us mitigate many of
the risks associated with agribusiness, such as isolated droughts or fires. Because we source product inputs from multiple geographically
dispersed vendors, we reduce reliance on any one vendor and benefit from broad availability/optionality of product inputs. This is particularly
important as a California-based wine producer where droughts or fires can have an extremely detrimental impact to a company's
supply chain if not diversified.

 Our Strengths

 Differentiated Product Offerings — Premium, Napa
Valley Wines within the "Better-For-You" Segment

 We offer wines that are differentiated
from those sold by other wine producers operating within the better-for-you segment of the affordable luxury category based on our
premium quality, our association with an award-winning winemaker and our Napa Valley based state of the art production.

 •

 Premium Wines. Premium wines are differentiated from other varietals based on consumers' perception and expectation that they are of exceptional quality. We have developed a proprietary winemaking process that produces superior quality and taste in the affordable luxury wine category based on consumer preferences data, direct consumer feedback and careful market research. Importantly, our current wines stand out in the luxury wine market because they address consumers' growing preference for a less-calorie, less-carb, less sugar and gluten-free option, while concurrently delivering the quality and taste profile of a premium wine brand.

 •

 Award-Winning Winemaker. We conducted an international search to find an accomplished winemaker who shared the Company's vision and have entered into an agreement with Jamey Whetstone, an established, award winning winemaker from Napa Valley, to develop our wines. Consulting with the Company's brand compliments Mr. Whetstone's lifestyle as an active surfer, skier, and all-around outdoorsman. His passion for winemaking is mirrored by his passion for adventure, and he too wanted to create a better-for-you wine that customers can be proud to bring to the table for any occasion. We believe it is unique for a high-profile winemaker like Mr. Whetstone to attach his name and reputation to a brand in the better-for-you wine segment, and we believe that Mr. Whetstone's association with our brand increases consumer awareness and speaks to the quality of our varietals.

 •

 Produced and Bottled in Napa Valley. Importantly, we are able to market our wines as being produced and bottled in Napa Valley, California. We believe that this designation impacts consumption decisions of many wine drinkers, as Napa Valley-produced wines are considered by many to be a sign of superior production quality. However, wine produced by the Company will only be labelled with a Napa Valley appellation of origin if it is produced from grapes grown in the Napa Valley American Viticultural Area (AVA). The labels for the Company's existing wines identify California as the appellation of origin. Currently, this only applies to our Reserve wine.

 Capital-Efficient and Scalable Operational Structure

 We have strategically structured
our organization and operations to minimize our capital investment requirements while maintaining flexibility to rapidly scale our production
capabilities to meet consumer demands. We do this by utilizing internal capabilities while leveraging a network of reputable third-party
providers with industry experience and expertise that we use to perform various functions falling outside our internal core competencies.

 Production and Bottling on an Alternating Proprietorship
Basis

 We contracted with Fior di Sole,
an industry leading packaging innovation and wine production company based in Napa Valley, California, to serve as a "host winery"
and to occupy a portion of its production and warehouse facility and utilize its production equipment on an alternating proprietorship
basis. Under this arrangement, we used capacity at Fior di Sole's production facility at times mutually convenient to us and Fior
di Sole to produce and bottle our wines for an initial set-up fee and a recurring monthly fee. Fior di Sole was responsible for keeping
its production equipment in good operating order. When the alternating Premises was operated by or used on behalf of our Company, it was
operated pursuant to our federal basic permit and California winegrower's license. Under our agreement with Fior di Sole, we were
solely responsible for managing and conducting our own winemaking activities and we made all production decisions relating to our wines.
However, we could have requested the use of Fior di Sole's personnel to perform crush, fermentation, blending, cellar, warehousing,
barrel topping and/or bottling services for additional fees. This arrangement had allowed us to commence our operations and build the
Company brand without having to incur the considerable overhead costs involved with the purchase or full-time lease of a production
facility. The term of the agreement commenced in July 2019, had an initial term of one year and automatically renews for additional one-year
terms unless either party provides 90 days written notice to the other of its intent to terminate at the end of the then current term.
Either party may terminate the agreement upon 30 days written notice if the other party is in violation of any law or regulation that
renders it impossible to perform its obligations under the agreement for a period of greater than 30 days, makes an assignment for the
benefit of creditors or files for bankruptcy protection, or is in material breach of its obligations under the agreement and such failure
to perform is not cured within 30 days of written notice from the other party.

 Fior di Sole also provided us
with capacity juice and blends, finishes, bottles, stops, labels and packages our wine, which reduced our internal overhead expenses
and allowed us to benefit from that company's increased purchasing power. Fior di Sole provided these services on a purchase order
basis, which purchase orders were subject to the parties' mutual agreement and governed by a Custom Winemaking and Bottling Agreement.
This agreement outlined the schedule for placing orders, the responsibility and schedule for delivery of production materials, procedures
for establishing the wine bottling date and delivery date. We were required to remit 20% of the amount due for wine produced, bottled
and packaged pursuant to this agreement upon our submission of a purchase order. The payment advance was used by Fior Di Sole to reserve
or procure materials on our behalf with additional vendors for bottles, boxes, corks, labels, juice, and other inputs. We, or our winemaker
on our behalf, oversaw the production at the winery and approved all components and aspects of the production process. The balance of
the amount due for wine produced, bottled and packaged (the remaining 80%) was due following our quality review and acceptance of the
finished product. This agreement was terminated in December 2023.

 Licensing, Tax and Regulatory Compliance

 We have contracted with a third-party to
manage our regulatory licensing and compliance activities. We maintain licenses that enable us to distribute our wine to all 50 states.
We currently utilize software tools available to the industry and work with our license compliance service provider to navigate and manage
the complex state-by-state tax and other regulations that apply to our operations in the beverage alcohol industry. This has enabled
us to reduce the administrative burden of tax compliance, reporting and product registration.

 We believe that leveraging our
network of supply chain and compliance partners, consultants and service providers enables us to avoid potential costly and lengthy delays
on nearly every aspect of our business, from grapes to packaging materials, and will accelerate our return on capital due to our limited
need to procure expensive equipment, real estate, and other capital-intensive resources.

 Sales and Marketing Strategy

 Omni-Channel Marketing
Approach

 Today's consumers interact
with brands through many channels, from traditional media to social media and other digital channels, and through various in-person and
online purchasing methods. In order to build the visibility of our brand and create a grassroots consumer following to support our DTC
distribution channel, we have employed a strategic omnichannel marketing approach that we believe allows us to engage with our target
consumers on their terms to expand and deepen their recognition of our brand. In addition to other mass market promotional activities,
our marketing strategy also utilizes modern techniques, efficiency measures, and channels not commonly seen in the wine industry, including
a combination of social media lifestyle and wine influencer activities, through which brand ambassadors or "influencers" may
conduct promotional activities through the Company's or their own social media channels including, but not limited to, Twitter,
Facebook, Instagram, Snapchat, YouTube and Pinterest, among others.

 As we expand our marketing
presence and drive visibility through traditional and modern marketing methods, we expect to build awareness and name recognition
for the Company in consumers' minds. Brand awareness will be built substantially through social media channels. Our brand, and
to a large extent our direct-to-consumer sales outlet, has historically been dependent on the image and popularity of, and affinity
towards, Nina Dobrev and Julianne Hough. Ms. Dobrev and Ms. Hough served as celebrity spokespersons and ambassadors of our company,
and actively endorsed our wines on their sizable social media and other outlets pursuant to agreements that granted us licenses to
use their pre-approved name, likeness, image, and other indicia of identity, as well as certain content published on their social
media and other channels, on and in conjunction with the sale and related pre-approved advertising and promotion of our wine. Such
license agreements terminated on September 7, 2023 and, as a result, we will be required to refocus our marketing and brand
promotion efforts. See "Item 1A Risk Factors - We have relied heavily on celebrities to endorse our wines and market our brand
pursuant to license agreements which have been terminated."

 Professional Sports Sponsorships

 We have previously entered into
sponsorship agreements with professional sports organizations and venues spanning all four major United States professional sports
leagues, which support our commitment and outreach to consumers focused on active and healthy lifestyles.

 These sponsorship arrangements
generally provide us with advertising placements at the stadiums and arenas during sporting and concert events, as well as specified media
and other advertising and promotional benefits, in exchange for our payment of annual sponsorship fees. As of December 31, 2024 all sponsorship
agreements have been cancelled. We do not anticipate pursuing new professional sports sponsorships as part of our marketing and brand
awareness initiatives going forward since our brand has reached national retail distribution.

 Labelling and Innovative Packaging
Initiatives

 We believe wine labelling can
have a big impact on consumers' purchasing practices. We conduct market research to validate the consistency of our wine labels
with our brand narrative. Packaging also continues to be a key driver of brand perception, and we are exploring "active lifestyle
packaging" alternatives to traditional bottling that provides an opportunity for our customers to enjoy the Company in non-traditional settings
now and for future years, including bottles with screw-off caps, aluminum cans, and smaller size bottles and cans that can be
taken on-the-go and are ideal for in-store point of purchase sales.

 Engagement with Industry Experienced Third Party
Vendors

 In October 2022, we executed
a strategy that is aimed at amplifying cash preservation initiatives while continuing to focus on accelerating sales growth. The plan
resulted in the termination of ten employees on the Company's internal sales team and the engagement by the Company of a third
party sales and distribution management company positioned to more efficiently and effectively facilitate current and future product
sales. In addition, the Company engaged a reputable third party vendor to manage marketing initiatives and drive growth primarily within
the Company's Direct-to-Consumer sales channel. This agreement terminated in July 2023.

 Amaze Holding's Strategy for Growth

 We have been executing the following strategies to
gain brand and product visibility and increase sales and market share:

 •

 Continuing to establish brand visibility, awareness and credibility through mass and micro marketing tactics and association with other strong brands. These range from organic to paid media.

 •

 Continuing to build grass roots demand through high visibility sales and marketing activities that promote high margin DTC and home delivery sales channels, including continued investment in DTC technologies and capabilities that are critical to maintaining an intimate relationship with consumers.

 •

 Expanding our U.S.-based wholesale and retail distribution network by leveraging our product and brand differentiation, the emerging better-for-you category and to provide distribution partners with a differentiated value proposition.

 •

 Pursuing distribution of our wines internationally.

 •

 Embracing disruptive technologies and customer trends, and exploring and expanding partnerships with other organizations investing in customer-centric technologies, such as home delivery, third party wine clubs and evolving alternative DTC purchasing methods, such as ecommerce marketplaces, product aggregators and virtual distributors.

 •

 Expanding and strengthening key supply chain relationships, including with current and future juice suppliers, bottlers, materials suppliers, and dry goods suppliers, to establish a diversified portfolio of partners across all areas of our supply chain and to maintain effective capital management.

 •

 Continuing to add to the Amaze product portfolio by developing new varietals that fit within the better-for-you category and are consistent with our existing brand.

 •

 Continuing to invest in packaging innovation, including "active lifestyle packaging" alternatives to traditional bottling that provides an opportunity for our customers to enjoy Amaze wines in non-traditional settings.

 •

 Capitalizing on upward price mobility - While many other wine companies are experiencing downward price pressure to enter the coveted under $30 category, our wines currently sell for suggested retail prices ranging from $15 to $25 per bottle.

 •

 Developing additional wine brands by replicating the strategies used to build the Amaze brand via business service line agreements.

 With over 500,000 licensed retail
accounts (according to Neilson) in the United States, there remains ample opportunity to continue broadening distribution of our
wines as well as increasing the volume of wine sold to existing accounts.

 Competition

 The wine industry and alcohol
markets generally are intensely competitive. Our wines compete domestically and internationally with other premium or higher quality wines
produced in Europe, South America, South Africa, Australia and New Zealand, as well as North America. Our wines compete on the basis of
quality, price, brand recognition and distribution capability. The ultimate consumer has many choices of products from both domestic and
international producers. Our wines may be considered to compete with all alcoholic and non-alcoholic beverages.

 At any given time, there are
more than 400,000 wine choices available to consumers, differing with one another based on vintage, variety or blend, location and other
factors. Accordingly, we experience competition from nearly every segment of the wine industry. Additionally, some of our competitors
have greater financial, technical, marketing and other resources, offer a wider range of products, and have greater name recognition,
which may give them greater negotiating leverage with distributors and allow them to offer their products in more locations and/or on
better terms than us. Nevertheless, we believe that our brand offerings, scalable infrastructure and relationships with one of the largest
domestic distributors will allow us to continue growing our business.

 IT Systems

 We rely on various IT systems,
owned by us and third parties, to effectively manage our sales and marketing, accounting, financial, legal and compliance functions. Our
website is hosted by a third party, and we rely on third-party vendors for regulatory compliance for order processing, shipments,
and e-commerce functionality. We believe these systems are scalable to support our growth plans. We recognize the value of enhancing and
extending the uses of information technology in our business.

 Regulatory Matters

 Regulatory framework

 We, along with our contract growers,
producers, manufacturers, distributors, retail accounts and ingredients and packaging suppliers, are subject to extensive regulation in
the United States by federal, state and local government authorities with respect to registration, production processes, product
attributes, packaging, labelling, storage and distribution of wine and other products we make.

 We are also subject to state
and local tax requirements in all states where our wine is sold. We monitor the requirements of relevant jurisdictions to maintain compliance
with all tax liability and reporting matters. In California, we are subject to a number of governmental authorities, and are also subject
to city and county building, land use, licensing and other codes and regulations.

 Alcohol-related regulation

 We are subject to extensive
regulation in the United States by federal, state and local laws regulating the production, distribution and sale of consumable
food items, and specifically alcoholic beverages, including by the TTB and the FDA. The TTB is primarily responsible for overseeing
alcohol production records supporting tax obligations, issuing wine labelling guidelines, including grape source and bottle fill requirements,
as well as reviewing and issuing certificates of label approval, which are required for the sale of wine through interstate commerce.
We carefully monitor compliance with TTB rules and regulations, as well as the state law of each state in which we sell our wines. In
California, where most of our wines are made, we are subject to alcohol-related licensing and regulations by many authorities, including
the ABC. ABC agents and representatives investigate applications for licenses to sell alcoholic beverages, report on the moral character
and fitness of alcohol license applicants and the suitability of premises where sales are to be conducted and enforce California alcoholic
beverages laws. We are subject to municipal authorities with respect to aspects of our operations, including the terms of our use permits.
These regulations may limit the production of wine and control the sale of wine, among other elements.

 Employee and occupational safety regulation

 We are subject to certain state
and federal employee safety and employment practices regulations, including regulations issued pursuant to the U.S. Occupational
Safety and Health Act ("OSHA"), and regulations governing prohibited workplace discriminatory practices and conditions, including
those regulations relating to COVID-19 virus transmission mitigation practices. These regulations require us to comply with manufacturing
safety standards, including protecting our employees from accidents, providing our employees with a safe and non-hostile work environment
and being an equal opportunity employer. In California, we are also subject to employment and safety regulations issued by state and local
authorities.

 Environmental regulation

 As a result of our wine production
activities, we and certain third parties with which we work are subject to federal, state and local environmental laws and regulations.
Federal regulations govern, among other things, air emissions, wastewater and stormwater discharges, and the treatment, handling and storage
and disposal of materials and wastes. State environmental regulations and authorities intended to address and oversee environmental issues
are largely state-level analogues to federal regulations and authorities intended to perform the similar purposes. In California,
we are also subject to state-specific rules, such as those contained in the California Environmental Quality Act, California Air
Resources Act, Porter-Cologne Water Quality Control Act, California Water Code sections 13300-13999 and Title 23 of the
California Administrative Code and various sections of the Health and Safety Code. We are subject to local environmental regulations that
address a number of elements of our wine production process, including air quality, the handling of hazardous waste, recycling, water
use and discharge, emissions and traffic impacts.

 Labelling regulation

 Many of our wines are identified
by their appellation of origin, which are among the most highly regarded wine growing regions in the world. An appellation may be present
on a wine label only if it meets the requirements of applicable state and federal regulations that seek to ensure the consistency and
quality of wines from a specific territory. These appellations designate the specific geographic origin of most or all (depending on the
appellation) of the wine's grapes, and can be a political subdivision (e.g., a country, state or county) or a designated viticultural
area. The rules for vineyard designation are similar. Although we expect that most of our labels will maintain the same appellation of
origin from year to year, we may choose to change the appellation of one or more of our wines from time to time to take advantage of high-quality grapes
in other areas or to change the profile of a wine.

 Privacy and security regulation

 We collect personal information
from individuals. Accordingly, we are subject to several data privacy and security related regulations, including but not limited to:
U.S. state privacy, security and breach notification laws; the GDPR; and other European privacy laws as well as privacy laws being
adopted in other regions around the world. In addition, the FTC and many state attorneys general are interpreting existing federal and
state consumer protection laws to impose evolving standards for the online collection, use, dissemination and security of information
about individuals. Certain states have also adopted robust data privacy and security laws and regulations. For example, the CCPA, which
took effect in 2020, imposes obligations and restrictions on businesses regarding their collection, use, and sharing of personal information
and provides new and enhanced data privacy rights to California residents, such as affording them the right to access and delete their
personal information and to opt out of certain sharing of personal information. In response to the data privacy laws and regulations
discussed above and those in other countries in which we do business, we have implemented several technological safeguards, processes,
contractual third-party provisions, and employee trainings to help ensure that we handle information about our employees and customers
in a compliant manner. We maintain a global privacy policy and related procedures, and we train our workforce to understand and comply
with applicable privacy laws.

 Intellectual Property

 We strive to protect the reputation
of our wine brand. We establish, protect and defend our intellectual property in a number of ways, including through employee and third-party nondisclosure
agreements, copyright laws, domestic and foreign trademark protections, intellectual property licenses and social media and information
security policies for employees. We have been granted three (3) trademark registrations in the United States for FRESH VINE,
FRESH VINE (Stylized), and our FV Logo, and numerous trademark registrations in other countries for the
FRESH VINE mark, and we have filed, and expect to continue to file, trademark applications seeking to protect any newly-developed wine
brands. We have also been granted a copyright registration in the first version of our website located at www.freshvine.com.
Information contained on or accessible through our website is not incorporated by reference in or otherwise a part of this report. As
a copyright exists in a work of art once it is fixed in tangible medium, we intend to continue to file copyright applications to protect
newly-developed works of art that are important to our business.

 We also rely on, and carefully
protect, proprietary knowledge and expertise, including the sources of certain supplies, formulations, production processes, innovation
regarding product development and other trade secrets necessary to maintain and enhance our competitive position.

 Seasonality

 There is a degree of seasonality
in the growing cycles, procurement and transportation of grapes. The wine industry in general tends to experience seasonal fluctuations
in revenue and net income, with lower sales and net income during the quarter spanning January through March and higher sales and net
income during the quarter spanning from October through December due to the usual timing of seasonal holiday buying. As our operations
expand, we expect that we will be impacted by the seasonality experienced in the wine industry generally.

 Employees

 As of December 31, 2024,
we had approximately four full-time employees. All of our employees are employed in the United States. None of our employees
are represented by a labor union or covered by a collective bargaining agreement. We consider our relationship with our employees to be
good.

 Legal Proceedings

 We may be subject to legal
disputes and subject to claims that arise in the ordinary course of business. Except as disclosed in " Item 3 - Legal Proceedings,"
we are not a party or subject to any pending legal proceedings the resolution of which is expected to have a material adverse effect on
our business, operating results, cash flows or financial condition.

 Corporate History

 We were initially organized
on May 8, 2019 as a Texas limited liability company under the name "Fresh Grapes, LLC." In connection with our initial
public offering, on December 8, 2021, we converted from a Texas limited liability company into a Nevada corporation and changed our
name from Fresh Grapes, LLC to Fresh Vine Wine, Inc., which we refer to herein as the "LLC Conversion." In conjunction with
the LLC Conversion, all of our outstanding units were converted into shares of our common stock based on the relative ownership interests
of our pre-IPO equity holders. In March 2025, Fresh Vine was renamed "Amaze Holdings, Inc." ("Amaze"). While
operating as a limited liability company, our outstanding equity was referred to as "units." In this report, for ease of comparison,
we may refer to such units as our common stock for periods prior to the LLC Conversion, unless otherwise indicated in this report. Similarly,
unless otherwise indicated, we may refer to members' equity in this report as stockholders' equity. Further, while operating
as a limited liability company, our governing body was referred to as our Board of Managers, with the members thereof being referred to
as "Managers." We may refer to such governing body throughout this report as our board of directors and such individuals as
our directors.

 Company Website Access and SEC Filings

 We make available on the Investor
Relations section of our website, free of charge, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, Proxy Statements, and Forms 3, 4 and 5, and amendments to those reports as soon as reasonably practicable
after filing such documents with, or furnishing such documents to, the SEC. The SEC maintains a website ( www.sec.gov) that
contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

 Our website is www.freshvinewine.com.
We have included our website address in this report as an inactive textual reference only. Information contained on or accessible through
our website is not incorporated by reference in or otherwise a part of this report.

 ITEM 1A. RISK FACTORS.

 Our company and business involves
a number of challenges and risks. In addition to the other information in this report, you should consider carefully the following risk
factors in evaluating us and our business. The risks described below are not the only ones that we face. Additional risks not presently
known to us or that we currently deem immaterial may also affect our business, financial condition, operating results, or prospects. In
assessing these risks, you should also refer to the other information contained in this report, including our financial statements and
related notes.

 Risks related to the recent acquisition of Amaze Software, Inc.

 Combining the two companies
may be more difficult, costly or time-consuming than expected, and the anticipated benefits of the acquisition of Amaze Software may not
be realized.

 The success of the acquisition
of Amaze Software, including anticipated benefits, will depend, in part, on Amaze Software's and Fresh Vine's ability to successfully
combine and integrate the businesses of Amaze Software and Fresh Vine in a manner that permits growth opportunities and does not materially
disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process
could result in the disruption of either company's or both companies' ongoing businesses or inconsistencies in standards,
controls, procedures and policies that adversely affect the combined company's ability to maintain relationships with clients, customers,
and employees or to achieve the anticipated benefits of the acquisition. If Amaze Software and Fresh Vine experience difficulties with
the integration process, the anticipated benefits of the acquisition may not be realized fully or at all, or may take longer to realize
than expected. As with any acquisition, there also may be business disruptions that cause Amaze Software and/or Fresh Vine to lose customers.
Integration efforts between the two companies will also divert management attention and resources. These integration matters could have
an adverse effect on each of Amaze Software and Fresh Vine for an undetermined period. In addition, any cost savings of the acquisition
could be less than anticipated.

 Risks related to our company and our business.

 We have a limited operating history and have
generated limited revenue to date.

 Our company was recently founded,
and we have a limited operating history on which to base an evaluation of our business and prospects. Our prospects must be considered
in light of the risks, expenses and difficulties frequently encountered by companies in their early stage of development, particularly
companies in new and evolving markets such as ours. The risks include, but are not limited to, an evolving business model and the management
of growth and product development. To address these risks, we must, among other things, implement and successfully execute our business
strategy and other business systems, respond to competitive developments, and attract, retain and motivate qualified personnel. We cannot
assure you that we will be successful in addressing the risks we may encounter, and our failure to do so could have a material adverse
effect on our business, prospects, financial condition and results of operations.

 We have generated very limited
revenues to date, including revenues of approximately $299,000 and $1.8 million during fiscal 2024 and fiscal 2023, respectively. We have
incurred net losses of $2.5 million and $10.6 million during fiscal 2024 and 2023, respectively. We had an accumulated deficit of $29.2
million and $26.5 million at December 31, 2024 and 2023, respectively. We may never generate material revenues or achieve profitability.

 We have not generated profits from operations
to date. The success and longevity of our company will depend on our ability to generate profits from future operations or obtain sufficient
capital through financing transactions to meet our business obligations.

 The report of our independent
registered public accounting firm on our financial statements for the fiscal year ended December 31, 2024 included an explanatory paragraph
indicating that there is substantial doubt as to our ability to continue as a going concern for twelve months from the financial statement
issuance date. We incurred net losses of $2.5 million and $10.6 million during fiscal 2024 and 2023, respectively. Our cash balance at
December 31, 2024 was approximately $156,000. Our ability to continue as a going concern will be determined by our ability to generate
sufficient cash flow to sustain our operations and/or raise additional capital in the form of debt or equity financing.

 We need to hire additional executive officers
and other personnel.

 Our executive management is currently
comprised of a Chief Executive Officer and a Chief Financial Officer, both of whom are serving in interim positions. The future success
of our Company will be dependent in part upon us locating and retaining qualified individuals who will serve as executive officers on
a permanent basis and lead our Company and our business operations, and on us locating additional members to serve on our board of directors
to help oversee and guide our company. We cannot predict with certainty when we will be able locate such individuals.

 The success of our business depends heavily
on the strength of our wine brand.

 Obtaining, maintaining and expanding
our reputation as a producer of premium wine among our customers and the premium wine market generally is critical to the success of our
business and our growth strategy. The premium wine market is driven by a relatively small number of active and well-regarded wine critics
within the industry who have outsized influence over the perceived quality and value of wines. If we are unable to maintain the actual
or perceived quality of our wines, including as a result of contamination or tampering, environmental or other factors impacting the quality
of our grapes or other raw materials, or if our wines otherwise do not meet the subjective expectations or tastes of one or more of a
relatively small number of wine critics, the actual or perceived quality and value of one or more of our wines could be harmed, which
could negatively impact not only the value of that wine, but also the value of the vintage, the particular brand or our broader portfolio.
The winemaking process is a long and labor-intensive process that is built around yearly vintages, which means that once a vintage has
been released we are not able to make further adjustments to satisfy wine critics or consumers. As a result, we are dependent on our winemakers
and tasting panels to ensure that every wine we release meets our exacting quality standards.

 With the advent of social media,
word within the premium wine market spreads quickly, which can accentuate both the positive and the negative reviews of our wines and
of wine vintages generally. Public perception of our brands could be negatively affected by adverse publicity or negative commentary on
social media outlets, particularly negative commentary on social media outlets that goes "viral," or our responses relating
to, among other things:

 •

 an actual or perceived failure to maintain high-quality, safety, ethical, social and environmental standards for all of our operations and activities;

 •

 an actual or perceived failure to address concerns relating to the quality, safety or integrity of our wines and the hospitality we offer to our guests at our potential future tasting rooms;

 •

 our environmental impact, including our use of agricultural materials, packaging, water and energy use, and waste management; or

 •

 an actual or perceived failure by us to promote the responsible consumption of alcohol.

 If we do not produce wines that
are well-regarded by the relatively small wine critic community, the wine market will quickly become aware and our reputation, wine brand,
business and financial results of our operations could be materially and adversely affected. In addition, if our wine receives negative
publicity or consumer reaction, whether as a result of our wines or wines of other producers, our wines in the same vintage could be
adversely affected. Unfavorable publicity, whether accurate or not, related to our industry, us, our winery brands, marketing, personnel,
operations, business performance or prospects could also unfavorably affect our corporate reputation, company value, ability to attract
high-quality talent or the performance of our business.

 Any contamination or other
quality control issue could have an adverse effect on sales of the impacted wine or our broader portfolio of wines. If any of our wines
become unsafe or unfit for consumption, cause injury or are otherwise improperly packaged or labelled, we may have to engage in a product
recall and/or be subject to liability and incur additional costs. A widespread recall, multiple recalls, or a significant product liability
judgment against us could cause our wines to be unavailable for a period of time, depressing demand and our brand equity. Even if a product
liability claim is unsuccessful or is not fully pursued, any resulting negative publicity could adversely affect our reputation with existing
and potential customers and accounts, as well as our corporate and individual winery brands image in such a way that current and future
sales could be diminished. In addition, should a competitor experience a recall or contamination event, we could face decreased consumer
confidence by association as a producer of similar products.

 Additionally, third parties may
sell wines or inferior brands that imitate our wine brand or that are counterfeit versions of our labels, and customers could be duped
into thinking that these imitation labels are our authentic wines. For example, there could be instances of potential counterfeiting.
A negative consumer experience with such a wine could cause them to refrain from purchasing our brands in the future and damage our brand
integrity. Any failure to maintain the actual or perceived quality of our wines could materially and adversely affect our business, results
of operations and financial results.

 Damage to our reputation or loss
of consumer confidence in our wines for any of these or other reasons could result in decreased demand for our wines and could have a
material adverse effect on our business, operational results, and financial results, as well as require additional resources to rebuild
our reputation, competitive position and winery brand strength.

 If our business grows, it will place increased
demands on our management, operational and production capabilities that we may not be able to adequately address. If we are unable to
meet these increased demands, our business will be harmed.

 Unless we manage our growth effectively,
we may make mistakes in operating our business, such as inaccurate forecasting. The anticipated growth of our operations will place significant
demand on our management and operational resources. In order to manage growth effectively, we must implement and improve our operational
systems, procedures and controls on a timely basis. Our key personnel have limited experience managing this type of business. If we cannot
manage our business effectively, our business could suffer.

 Our advertising and promotional investments
may affect our financial results but not be effective.

 Consumer awareness is of great
importance to the success of businesses operating in the wine industry. We have incurred, and expect to continue to incur, significant
advertising and promotional expenditures to enhance our wine brand and raise consumer awareness, which we believe is vital to the long-term
success of our operations. These expenditures may adversely affect our results of operations in a particular quarter or even a full fiscal
year and may not result in increased sales. Variations in the levels of advertising and promotional expenditures have in the past caused,
and are expected in the future to continue to cause, variability in our quarterly results of operations. While we strive to invest only
in effective advertising and promotional activities in both the digital and traditional segments, it is difficult to correlate such investments
with sales results, and there is no guarantee that our expenditures will be effective in building brand strength or growing long term
sales.

 We have relied heavily on celebrities to endorse
our wines and market our brand pursuant to license agreements which have been terminated.

 Our
brand, and to a large extent our direct-to-consumer sales outlet, has been heavily dependent on the positive image and public popularity
of, and affinity towards, Nina Dobrev and Julianne Hough. Ms. Dobrev and Ms. Hough have served as celebrity spokespersons and ambassadors
of our company, have actively endorsed our wines on their sizable social media and other outlets, and are considered by many to be the
face of our brand. Under our license agreements with Ms. Dobrev and Jaybird Investments, LLC (an entity managed by Ms. Hough), each of
Ms. Dobrev and Ms. Hough granted us a license to use her pre-approved name, likeness, image, and other indicia of identity, as well as
certain content published by her on her social media and other channels, on and in conjunction with the sale and related pre-approved
advertising and promotion of our wine.

 On
August 8, 2023, the Company received written letters from each of Ms. Dobrev and Jaybird Investments, LLC, notifying the Company that
it was in default of their respective license agreements based on failure to pay license fees and providing 30 day notice of termination
of their respective license agreements. Effective September 7, 2023, each license agreement terminated. Upon such termination, the rights
and licenses granted to us under such agreements were revoked and were required to cease the marketing and sale of products that feature
their name, likeness, image, and other indicia of identity after a 90 day run-off period. As a result, we will be required to refocus
our marketing and brand promotion efforts, which may adversely affect our business and results of operations.

 We rely heavily on third-party suppliers and
service providers, and they may not continue to produce products or provide services that are consistent with our standards or applicable
regulatory requirements, which could harm our brand, cause consumer dissatisfaction, and require us to find alternative suppliers and
service providers.

 We have strategically structured
our organization and operations with a view towards minimizing our capital investment requirements. We do this by leveraging a network
of third-party providers with industry experience and expertise that we use to perform various functions on our behalf. Specifically,
we contract with Fior di Sole, an industry leading packaging innovation and wine production company based in Napa Valley, California,
to serve as a "host winery" and permit us to occupy a portion of its production and warehouse facility and its production
equipment on an alternating proprietorship basis. Under this arrangement, we are able to use capacity at Fior di Sole's production
facility at times mutually convenient to us and Fior di Sole to produce and bottle our wines. Fior di Sole is responsible for keeping
its production equipment in good operating order. Although we are solely responsible for managing and conducting our own winemaking activities,
we may request use of the Fior di Sole's personnel to perform crush, fermentation, blending, cellar, warehousing, barrel topping
and/or bottling services for additional fees. Under a separate agreement, Fior di Sole provides us with bulk juice and blends, finishes,
bottles, stops, labels, and packages our wine. Fior di Sole provides these services on a purchase order basis, which purchase orders are
subject to the parties' mutual agreement. This agreement was terminated in December 2023.

 The Company relies heavily on
the third parties to manage the sales and distribution of our wine and manage our DTC marketing initiatives. We also utilize third parties
to help manage all of our regulatory licensing and compliance activities, and we utilize additional software tools available to the industry
to navigate and manage the complex state-by-state regulations that apply to our operations in the beverage alcohol industry.

 We engage many of our third-party
suppliers and service providers on a purchase order basis or pursuant to agreements that are generally one year or less in duration. The
ability and willingness of these third parties to supply and provide services to us may be affected by competing orders placed by other
companies, the demands of those companies or other factors. If we experience significant increases in demand or need to replace a significant
third party supplier or service provider, there can be no assurance that alternative third party vendors will be available when required
on terms that are acceptable to us, or at all, or that any such vendor will allocate sufficient capacity to us in order to meet our requirements.
If we fail to replace a supplier or servicer provider in a timely manner or on commercially reasonable terms, we could incur product disruptions
and our operating results and financial condition could be materially harmed. Switching or adding additional vendors, particularly our
alternating proprietorship host winery, would also involve additional costs and require management time and focus.

 Except for remedies that may
be available to us under our agreements with our third-party vendors, we cannot control whether or not they devote sufficient time and
resources to supporting our business operations. These third parties may also have relationships with other commercial entities, including
our competitors, for whom they may also be providing services, which could affect their performance on our behalf. If these third parties
do not successfully carry out their contractual duties or obligations or meet expected deadlines or need to be replaced for other reasons,
it could adversely impact our ability to meet consumers' demands for our products or comply with regulatory requirements and subject
us to potential liability, any of which may harm the reputation of our company and our products.

 Although we carefully manage
our relationships with our network of third-party vendors, there can be no assurance that we will not encounter challenges or delays in
the future or that these challenges or delays will not have a material adverse impact on our business, financial condition and prospects.

 We face significant competition with an increasing
number of products and market participants that could materially and adversely affect our business, results of operations and financial
results.

 Our industry is intensely competitive
and highly fragmented. Our wines compete with many other domestic and foreign wines. Our wines compete with popularly priced generic wines
and with other alcoholic and, to a lesser degree, non-alcoholic beverages, for drinker acceptance and loyalty, shelf space and prominence
in retail stores, presence, and prominence on restaurant wine lists and for marketing focus by the Company's distributors, many
of which carry extensive portfolios of wines and other alcoholic beverages. This competition is driven by established companies as well
as new entrants in our markets and categories. In the United States, wine sales are relatively concentrated among a limited number of
large suppliers, including E&J Gallo, Constellation, Duckhorn, Trinchero, Jackson Family Wines, Ste. Michelle and The Wine Group,
and these and our other competitors may have more robust financial, technical, marketing and distribution networks and public relations
resources than we have. As a result of this intense competition, combined with our growth goals, we have experienced and may continue
to face upward pressure on our selling, marketing and promotional efforts and expenses. There can be no assurance that in the future we
will be able to successfully compete with our competitors or that we will not face greater competition from other wineries and beverage
manufacturers.

 If we are unable to successfully
compete with existing or new market participants, or if we do not effectively respond to competitive pressures, we could experience reductions
in market share and margins that could have a material and adverse effect on our business, results of operations and financial results.

 Consolidation of the distributors of our wines,
as well as the consolidation of retailers, may increase competition in an already crowded space and may have a material adverse effect
on our business, results of operations and financial results.

 Other than sales made directly
to our consumers, the majority of our wine sales are made through distributors for resale to retail outlets, restaurants and hotels across
the United States. We expect sales to distributors to represent an increasingly substantial portion of our future net sales as we continue
to grow our network of wholesale distributors. Consolidation among wine producers, distributors, wholesalers, suppliers and retailers
could create a more challenging competitive landscape for our wines. In addition, we believe that the increased growth and popularity
of the retail e-commerce environment across the consumer product goods market, which accelerated during the COVID-19 pandemic and the
resulting quarantines, "stay at home" orders, travel restrictions, retail store closures, social distancing requirements and
other government action, has and is likely to continue to change the competitive landscape for our wines. Consolidation at any level could
hinder the distribution and sale of our wines as a result of reduced attention and resources allocated to our winery brands both during
and after transition periods, because our winery brands might represent a smaller portion of the new business portfolio. Furthermore,
consolidation of distributors may lead to the erosion of margins as newly consolidated distributors take down prices or demand more margin
from existing suppliers. Changes in distributors' strategies, including a reduction in the number of brands they carry or the allocation
of resources for our competitors' brands or private label products, may adversely affect our growth, business, financial results
and market share. Distributors of our wines offer products that compete directly with our wines for inventory and retail shelf space,
promotional and marketing support and consumer purchases. Expansion into new product categories by other suppliers or innovation by new
entrants into the market could increase competition in our product categories.

 An increasingly large percentage
of our net sales is concentrated within a small number of wholesale customers. The purchasing power of large retailers is significant,
and they have the ability to command concessions. There can be no assurance that the distributors and retailers will purchase our wines
or provide our wines with adequate levels of promotional and merchandising support. The failure to bring on major accounts or the need
to make significant concessions to retain one or more such accounts could have a material and adverse effect on our business, results
of operations and financial position.

 A reduction in consumer demand for wine, which
may result from a variety of factors, including demographic shifts and decreases in discretionary spending, could materially and adversely
affect our business, results of operations and financial results.

 We rely on consumers' demand
for our wine. Consumer preferences may shift due to a variety of factors, including changes in demographic or social trends, changes in
discretionary income, public health policies and perceptions and changes in leisure, dining and beverage consumption patterns. Our success
will require us to anticipate and respond effectively to shifts in consumer behavior and drinking tastes. If consumer preferences were
to move away from our wine brand, our results of operations would be materially and adversely affected.

 A limited or general decline in
consumer demand could occur in the future due to a variety of factors, including:

 •

 a general decline in economic or geopolitical conditions;

 •

 a general decline in the consumption of alcoholic beverage products in on-premise establishments, such as those that may result from smoking bans and stricter laws relating to driving while under the influence of alcohol and changes in public health policies, including those implemented to address the COVID-19 pandemic;

 •

 a generational or demographic shift in consumer preferences away from wines to other alcoholic beverages;

 •

 increased activity of anti-alcohol groups;

 •

 concern about the health consequences of consuming alcoholic beverage products; and

 •

 increased federal, state, provincial, and foreign excise, or other taxes on beverage alcohol products and increased restrictions on beverage alcohol advertising and marketing.

 Demand for premium wine brands,
like ours, may be particularly susceptible to changing economic conditions and consumer tastes, preferences and spending habits, which
may reduce our sales of these products and adversely affect our profitability. An unanticipated decline or change in consumer demand
or preference could also materially impact our ability to forecast for future production requirements, which could, in turn, impair our
ability to effectively adapt to changing consumer preferences. Any reduction in the demand for our wines would materially and adversely
affect our business, results of operations and financial results.

 Due to the three-tier alcohol beverage distribution
system in the United States, we are heavily reliant on our distributors that resell alcoholic beverages in all states in which we do business.
A significant reduction in distributor demand for our wines would materially and adversely affect our sales and profitability.

 Due to regulatory requirements
in the United States, we sell a significant portion of our wines to wholesalers for resale to retail accounts. A change in the relationship
with any of our significant distributors could harm our business and reduce our sales. The laws and regulations of several states prohibit
changes of distributors, except under certain limited circumstances, making it difficult to terminate or otherwise cease working with
a distributor for poor performance without reasonable justification, as defined by applicable statutes. Any difficulty or inability to
replace distributors, poor performance of our major distributors or our inability to collect accounts receivable from our major distributors
could harm our business. In addition, an expansion of the laws and regulations limiting the sale of our wine would materially and adversely
affect our business, results of operations and financial results. There can be no assurance that the distributors and accounts to which
we sell our wines will continue to purchase our wines or provide our wines with adequate levels of promotional support, which could increase
competitive pressure to increase sales and marketing spending and could materially and adversely affect our business, results of operations
and financial results.

 Our marketing strategy involves continued expansion
into the direct-to-consumer channel, which may present risks and challenges for which we are not adequately prepared and which could negatively
affect our sales in these channels and our profitability.

 A portion of our operating strategy
is to expand our sales of wine through this direct-to-consumer channel. However, the direct-to-consumer marketplace is highly competitive
and in recent years has seen the entrance of new competitors and products targeting similar customer groups as our business. To be competitive
and forge new connections with customers, we are continuing investment in the expansion of our direct-to-consumer channel. Such expansion
may require significant investment in e-commerce platforms, marketing, fulfilment, information technology ("IT") infrastructure
and other known and unknown costs. The success of our direct-to-consumer sales channel depends on our ability to maintain the efficient
and uninterrupted operation of online order-processing and fulfilment and delivery operations. As such, we are heavily dependent on the
performance of our shipping and technology partners. Any system interruptions or delays could prevent potential customers from purchasing
our wines directly.

 Our ability to ship wines directly
to our customers is the result of court rulings, including the U.S. Supreme Court ruling in Granholm v. Heald, which allow, in certain
circumstances, shipments to customers of wines from out-of-state wineries. Any changes to the judicial, legal, or regulatory framework
that reduce our ability to sell wines in most states using our direct-to-consumer sales channel could have a materially adverse effect
on our business, results of operations and financial results.

 We may be unable to adequately
adapt to shifts in consumer preferences for points of purchase, such as an increase in at-home delivery during the COVID-19 pandemic,
and our competitors may react more rapidly or with improved customer experiences. A failure to react quickly to these and other changes
in consumer preferences, or to create infrastructure to support new or expanding sales channels may materially and adversely affect our
business, results of operations and financial results.

 A failure to adequately prepare for adverse
events that could cause disruption to elements of our business, including the availability of bulk grapes, and the blending, inventory
aging or distribution of our wines could materially and adversely affect our business, results of operations and financial results.

 Disruptions to our operations
caused by adverse weather, natural disasters, public health emergencies, including the COVID-19 pandemic, or unforeseen circumstances
may cause delays to or interruptions in our operations. Concerns regarding the availability of water for production is particular to companies
that produce and bottle wines in California. A consequence of any of these or supply or supply chain disruptions, including the temporary
inability to produce our wines due to the closure of our production sites, could prevent us from meeting consumer demand in the near term
or long term for our aged wines. For example, as result of the COVID-19 pandemic, our industry has experienced temporary supply chain
disruptions for certain processed materials, cardboard packaging, and glass, as well as increased strain on logistics networks and shipping
partners. The occurrence of any such disruptions during a peak time of demand for such processed materials could increase the magnitude
of the effect on our distribution network and sales. Failure to adequately prepare for and address any such disruptions could materially
and adversely affect our business, results of operations and financial results.

 A catastrophic event causing
physical damage, disruption or failure at our production facility could adversely affect our business. Although our wines currently available
for sale do not require substantial aging, we expect that certain of our wines, including the Reserve Cabernet Sauvignon, require aging
for some period of time. As a result, we expect to maintain inventory of aged and maturing wines in warehouses. The loss of a substantial
amount of aged inventory through fire, accident, earthquake, other natural or man-made disaster, contamination or otherwise could significantly
reduce the supply of the affected wine or wines, including our aged wines, which are typically the highest priced and limited production
wines.

 Any disruptions that cause forced
closure or evacuation could materially harm our business, results of operations and financial results. Additionally, should multiple closings
occur, we may lose guest confidence resulting in a reduction in direct sales, which could materially and adversely affect our business,
results of operations and financial results. If we expand our future operations to include tasting rooms, such closings would also negatively
impact visitation.

 Inclement weather, drought, pests, plant diseases
and other factors could reduce the amount or quality of the grapes available to produce our wines, which could materially and adversely
affect our business, results of operations and financial results.

 A shortage in the supply of quality
grapes may result from the occurrence of any number of factors that determine the quality and quantity of grape supply, including adverse
weather conditions (including heatwaves, frosts, drought and excessive rainfall), and various diseases, pests, fungi and viruses. We cannot
anticipate changes in weather patterns and conditions, and we cannot predict their impact on our operations if they were to occur. Any
shortage could cause an increase in the price of some or all of the grape varietals required for our wine production or a reduction in
the amount of wine we are able to produce, which could materially and adversely affect our business, results of operations and financial
results.

 Factors that reduce the quantity
of grapes the growers with which we contract grow may also reduce their quality. Deterioration in the quality of our wines could harm
our winery brand strength, and a decrease in our production could reduce our sales and increase our expenses, both of which could materially
and adversely affect our business, results of operations and financial results.

 If we are unable to obtain adequate supplies
of premium juice from third-party juice suppliers, the quantity or quality of our annual production of wine could be adversely affected,
causing a negative impact on our business, results of operations and financial condition.

 The production of our wines and
the ability to fulfill the demand for our wines is restricted by the availability of premium grapes and juice from third-party growers.
If we are unable to source grapes and juice of the requisite quality, varietal and geography, among other factors, our ability to produce
wines to the standards, quantity and quality demanded by our customers could be impaired.

 Factors including climate change,
agricultural risks, competition for quality, water availability, land use, wildfires, floods, disease, and pests could impact the quality
and quantity of grapes and bulk juice available to our company. Furthermore, these potential disruptions in production may drive up demand
for grapes and bulk juice creating higher input costs or the inability to purchase these materials. Following the 2020 wildfires in Northern
California, the price of bulk juice increased substantially in a very short period of time, leading to some wine producers reducing lot
sizes of certain wines. As a result, our financial results could be materially and adversely affected both in the year of the harvest
and future periods.

 If we are unable to identify and obtain adequate
supplies of quality agricultural, raw and processed materials, including corks, glass bottles, barrels, winemaking additives and agents,
water and other supplies, or if there is an increase in the cost of the commodities or products, our profitability, production and distribution
capabilities could be negatively impacted, which would materially and adversely affect our business, results of operations and financial
condition.

 We use grapes and other raw materials
to produce and package our wine, including corks, barrels, winemaking additives, and water, as well as large amounts of packaging materials,
including metal, cork, glass and cardboard. We purchase raw materials and packaging materials under contracts of varying maturities from
domestic and international suppliers.

 Glass bottle costs are one of
our largest packaging components of cost of goods sold. In North America, glass bottles have only a small number of producers. The inability
of any of our glass bottle suppliers to satisfy our requirements could materially and adversely affect our business. In addition, costs
and programs related to mandatory recycling and recyclable materials deposits could be adopted in states of manufacture, imposing additional
and unknown costs to manufacture products utilizing glass bottles. The amount of water available for use is important to the supply of
our grapes and winemaking, other agricultural raw materials, and our ability to operate our business. If climate patterns change and droughts
become more severe, there may be a scarcity of water or poor water quality, which may affect our production costs, consistency of yields
or impose capacity constraints. We depend on sufficient amounts of quality water for operation of our wineries, as well as to conduct
our other operations. The suppliers of the grapes and other agricultural raw materials we purchase also depend upon sufficient supplies
of quality water for their vineyards and fields. Prolonged or severe drought conditions in the western United States or restrictions imposed
on irrigation options by governmental authorities could have an adverse effect on our operations in the region. If water available to
our operations or the operations of our suppliers becomes scarcer, restrictions are placed on our usage of water or the quality of that
water deteriorates, we may incur increased production costs or face manufacturing constraints which could negatively affect our production.
Even if quality water is widely available to us, water purification and waste treatment infrastructure limitations could increase our
costs or constrain operation of our production facilities. Any of these factors could materially and adversely affect our business, results
of operations and financial results.

 Our production and shipping activities
also use energy in their operations, including electricity, propane and natural gas. Energy costs could rise in the future, which would
result in higher transportation, freight and other operating costs, such as ageing and bottling expenses. Our freight cost and the timely
delivery of our wines could be adversely affected by a number of factors that could reduce the profitability of our operations, including
driver shortages, higher fuel costs, weather conditions, traffic congestion, increased government regulation, and other matters. In addition,
increased labor costs or insufficient labor supply could increase our production costs.

 Our supply and the price of raw
materials, packaging materials and energy and the cost of energy, freight and labor used in our productions and distribution activities
could be affected by a number of factors beyond our control, including market demand, global geopolitical events (especially their impact
on energy prices), economic factors affecting growth decisions, exchange rate fluctuations and inflation. To the extent any of these factors,
including supply of goods and energy, affect the prices of ingredients or packaging, or we do not effectively or completely hedge changes
in commodity price risks, or are unable to recoup costs through increases in the price of our finished wines, our business, results of
operations and financial results could be materially and adversely affected.

 In addition to litigation that may arise from
time to time in the ordinary course of business, we have been engaged in litigation with our former Chief Operating Officer.

 As disclosed under Item 3 -
Legal Proceedings, the Company has been a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May
27, 2022 in the Fourth Judicial District Court, Hennepin County, Minnesota. The lawsuit relates to a complaint filed by Mr. Michaels
resulting from the Company including a restricted "lock-up" legend on shares of the Company's common stock issued to
Mr. Michaels pursuant to a settlement agreement that the Company entered into with Mr. Michaels following termination of his employment
and for not removing or directing the Company's transfer agent to remove such legend. A jury trial commenced on January 23, 2024.
During trial, on January 24, 2024, the Company filed a motion for judgement in favor of the Company as a matter of law, which was denied
by the Court. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr. Michaels in
the amount of $585,976. The damages awarded to Mr. Michaels by the trial court are not covered by the Company's insurance policies.
Mr. Michaels has commenced garnishment proceedings against certain of the Company's bank accounts and other third parties in an
attempt to collect on the judgement and such proceedings remain pending. The Company appealed the verdict and the court of appeals affirmed
the judgment in February 2025, awarding $21,644 in additional damages. On March 12, 2025 the Company petitioned the supreme court for
review and is awaiting the supreme court's decision on its petition. As of December 31, 2024, Mr. Michaels collected $122,886 through
garnishments, which has left an accrual balance of approximately $485,000.

 Although the Company believes
it has legal grounds to appeal the verdict, continued litigation and related actions may be expensive, the outcome of any litigation (including
any appeal) is difficult to predict, and the existence of litigation may impact the ability of management to focus on other business matters.
In addition, adverse judgments may result in an increase in future insurance premiums, and any judgments for which the Company is not
fully insured may result in a significant financial loss and may materially and adversely affect the Company's business, results
of operations and financial results.

 The impact of U.S. and worldwide economic trends
and financial market conditions could materially and adversely affect our business, liquidity, financial condition and results of operations.

 We are subject to risks associated
with adverse economic conditions in the United States and globally, including economic slowdown, inflation, and the disruption, volatility
and tightening of credit and capital markets. Unfavorable global or regional economic conditions could materially and adversely impact
our business, liquidity, financial condition and results of operations. In general, positive conditions in the broader economy promote
customer spending on wine, while economic weakness, which generally results in a reduction of customer spending, may have a more pronounced
negative effect on spending on wine. Unemployment, tax increases, governmental spending cuts or a return of high levels of inflation could
affect consumer spending patterns and purchases of our wines and other alcoholic beverage products. Reduced consumer discretionary spending
and reduced consumer confidence could negatively affect the trend towards consuming premium wines and could result in a reduction of wine
and beverage alcohol consumption in the United States generally. In particular, extended periods of high unemployment, lower consumer
discretionary spending and low consumer confidence could result in lower sales of premium wine brands, including our wine, in favor of
wine brands which have a lower average sales price and generally have lower gross profit margins and lower overall sales, which could
negatively impact our business and results of operations. These conditions could also create or worsen credit issues, cash flow issues,
access to credit facilities and other financial hardships for us and our suppliers, distributors, accounts and consumers. An inability
of our suppliers, distributors and retailers to access liquidity could impact our ability to produce and distribute our wines.

 If we are unable to secure and protect our intellectual
property in domestic and foreign markets, including trademarks for our wine brands and wines, the value of our wine brands and intellectual
property could decline, which could have a material and adverse effect on our business, results of operations and financial results.

 Our future success depends on
our ability to protect our current and future wine brands and wines and to enforce and defend our trademarks and other intellectual property
rights. We rely on a combination of trademark, copyright and trade secret laws, as well as confidentiality procedures and contractual
restrictions, to secure and protect our intellectual property rights. We have been granted three (3) trademark registrations in the United
States for FRESH VINE, FRESH VINE (Stylized), and our FV Logo, and numerous trademark registrations in other countries
for the FRESH VINE mark, and we have filed, and may continue to file, trademark applications seeking to protect newly-developed wine brands.
We have also been granted a copyright registration in the first version of our website located at www.freshvine.com. While a copyright
exists in a work of art once it is fixed in tangible medium, we intend to continue to file copyright applications to protect newly-developed
works of art that are important to our business.

 We cannot be sure that any trademark
office or copyright office will issue trademark registrations under any of our trademark applications, or copyright registrations under
any of our copyright applications. Third parties may oppose the registration of our trademark applications, contest our trademark rights
or copyrights, and petition to cancel our registered trademarks. We cannot assure you that we will be successful in defending our trademarks
or copyrights in actions brought by third parties. There is also a risk that we could fail to timely maintain or renew our trademark
registrations or otherwise protect our trademark rights or copyrights, which could result in the loss of those trademark rights (including
in connection with failure to maintain consistent use of these trademarks). If we fail to maintain our trademarks or a third party successfully
challenges our trademarks or copyrights, we could be forced to rebrand our wineries, wines, and other products, which could result in
a loss of winery brand recognition and could require us to devote additional resources to the development and marketing of new wine brands.

 Notwithstanding any trademark
registrations or copyright registrations held by us, a third party could bring a lawsuit or other claim alleging that we have infringed
that third party's trademark rights or copyrights. Any such claims, with or without merit, could require significant resources to
defend, could damage the reputation of our wine brands, could result in the payment of compensation (whether as a damages award or settlement)
to such third parties, and could require us to stop using our wine brands or otherwise agree to an undertaking to limit that use. In addition,
our actions to monitor and enforce trademark rights or copyrights against third parties may not prevent counterfeit products or products
bearing confusingly similar trademarks from entering the marketplace, which could divert sales from us, tarnish our reputation or reduce
the demand for our products or the prices at which we sell those products. Any enforcement litigation brought by us, whether or not successful,
could require significant costs and resources, and divert the attention of management, which could negatively affect our business, results
of operations and financial results. Third parties may also acquire and register domain names that are confusingly similar to or otherwise
damaging to the reputation of our trademarks, and we may not be able to prevent or cancel any such domain name registrations.

 In addition to registered intellectual
property rights such as trademark registrations and copyright registrations, we rely on non-registered proprietary information, such as
trade secrets, confidential information, and know-how, including in connection with the crafting of our low calorie, low-carb, premium
tasting wines. In order to protect our proprietary information, we rely in part on agreements with our employees, independent contractors
and other third parties that place restrictions on the use and disclosure of this intellectual property. These agreements may be breached,
or this intellectual property, including trade secrets, may otherwise be disclosed or become known to our competitors, which could cause
us to lose any competitive advantage resulting from this intellectual property. To the extent that our employees, independent contractors
or other third parties with whom we do business use intellectual property owned by others in their work for us, disputes may arise as
to the rights in related or resulting know-how and inventions. The loss of trade secret protection could make it easier for third parties
to compete with our products. In addition, any changes in, or unexpected interpretations of, intellectual property laws may compromise
our ability to enforce our trade secret and intellectual property rights. Costly and time-consuming litigation could be necessary to enforce
and determine the scope of our proprietary rights, and failure to obtain or maintain protection of our trade secrets or other proprietary
information could harm our business, financial condition, results of operations and competitive position.

 We may not be fully insured against catastrophic
perils, including catastrophic loss or inaccessibility of wineries, production facilities and/or distribution systems resulting from fire,
wildfire, flood, wind events, earthquake and other perils, which may cause us to experience a material financial loss.

 Although we currently store the
bulk of our wine inventory at our third-party warehouse in California, which is prone to seismic activity, wildfires and floods, among
other perils. If any of these facilities were to experience a catastrophic loss in the future, it could disrupt our operations, delay
production, shipments and our recognition of revenue, and result in potentially significant expenses to repair or replace the facility.
If such a disruption were to occur, we could breach agreements, our reputation could be harmed and our business and operating results
could be materially and adversely affected. Although we carry insurance to cover property and inventory damage and business interruption,
these coverages are subject to deductibles and self-insurance obligations, as well as caps on coverage that could be below the value of
losses we could incur in certain catastrophic perils. Furthermore, claims for recovery against our insurance policies can be time-consuming,
and may result in significant delays between when we incur damages and when we receive payment under our insurance policies. If one or
more significant catastrophic events occurred damaging our own or third-party assets and/or services, we could suffer a major financial
loss and our business, results of operations and financial condition could be materially and adversely affected.

 Furthermore, increased incidence
or severity of natural disasters has adversely impacted our ability to obtain adequate property damage, inventory, and business interruption
insurance at financially viable rates, if at all. For example, we have observed certain insurers ceasing to offer certain inventory protection
policies, and we have supplemented our insurance coverage recently by purchasing policies at higher premiums. If these trends continue
and our insurance coverage is adversely affected, and to the extent we elect to increase our self-insurance obligations, we may be at
greater risk that similar future events will cause significant financial losses and materially and adversely affect our business, results
of operations and financial results.

 From time to time, we may become subject to
litigation specifically directed at the alcoholic beverage industry, as well as litigation arising in the ordinary course of business.

 Companies operating in the alcoholic
beverage industry may, from time to time, be exposed to class action or other private or governmental litigation and claims relating to
product liability, alcohol marketing, advertising or distribution practices, alcohol abuse problems or other health consequences arising
from the excessive consumption of or other misuse of alcohol, including underage drinking. Various groups have, from time to time, publicly
expressed concern over problems related to harmful use of alcohol, including drinking, and driving, underage drinking and health consequences
from the misuse of alcohol. These campaigns could result in an increased risk of litigation against the Company and our industry. Lawsuits
have been brought against beverage alcohol companies alleging problems related to alcohol abuse, negative health consequences from drinking,
problems from alleged marketing or sales practices and underage drinking. While these lawsuits have been largely unsuccessful in the past,
others may succeed in the future.

 From time to time, we may also
be party to other litigation in the ordinary course of our operations, including in connection with commercial disputes, enforcement or
other regulatory actions by tax, customs, competition, environmental, anti-corruption and other relevant regulatory authorities, or, securities-related
class action lawsuits, particularly following any significant decline in the price of our securities. Any such litigation or other actions
may be expensive to defend and result in damages, penalties, or fines as well as reputational damage to our company and our winery brands
and may impact the ability of management to focus on other business matters. Furthermore, any adverse judgments may result in an increase
in future insurance premiums, and any judgments for which we are not fully insured may result in a significant financial loss and may
materially and adversely affect our business, results of operations and financial results.

 A failure of one or more of our key IT systems,
networks, processes, associated sites or service providers could have a material adverse impact on business operations, and if the failure
is prolonged, our financial condition.

 We rely on IT systems, networks,
and services, including internet sites, data hosting and processing facilities and tools, hardware (including laptops and mobile devices),
software and technical applications and platforms, some of which are managed, hosted, provided, and used by third parties or their vendors,
to assist us in the management of our business. The various uses of these IT systems, networks and services include, but are not limited
to: hosting our internal network and communication systems; supply and demand planning; production; shipping wines to customers; hosting
our winery websites and marketing products to consumers; collecting and storing customer, consumer, employee, stockholder, and other data;
processing transactions; summarizing and reporting results of operations; hosting, processing and sharing confidential and proprietary
research, business plans and financial information; complying with regulatory, legal or tax requirements; providing data security; and
handling other processes necessary to manage our business.

 Increased IT security threats
and more sophisticated cybercrimes and cyberattacks, including computer viruses and other malicious codes, ransomware, unauthorized access
attempts, denial of service attacks, phishing, social engineering, hacking and other types of attacks pose a potential risk to the security
of our IT systems, networks and services, as well as the confidentiality, availability, and integrity of our data, and we have in the
past, and may in the future, experience cyberattacks and other unauthorized access attempts to our IT systems. Because the techniques
used to obtain unauthorized access are constantly changing and often are not recognized until launched against a target, we or our vendors
may be unable to anticipate these techniques or implement sufficient preventative or remedial measures. If we are unable to efficiently
and effectively maintain and upgrade our system safeguards, we may incur unexpected costs and certain of our systems may become more
vulnerable to unauthorized access. In the event of a ransomware or other cyber-attack, the integrity and safety of our data could be
at risk, or we may incur unforeseen costs impacting our financial position. If the IT systems, networks or service providers we rely
upon fail to function properly, or if we suffer a loss or disclosure of business or other sensitive information due to any number of
causes ranging from catastrophic events, power outages, security breaches, unauthorized use or usage errors by employees, vendors or
other third parties and other security issues, we may be subject to legal claims and proceedings, liability under laws that protect the
privacy and security of personal information (also known as personal data), litigation, governmental investigations and proceedings and
regulatory penalties, and we may suffer interruptions in our ability to manage our operations and reputational, competitive or business
harm, which may adversely affect our business, results of operations and financial results. In addition, such events could result in
unauthorized disclosure of material confidential information, and we may suffer financial and reputational damage because of lost or
misappropriated confidential information belonging to us or to our employees, stockholders, customers, suppliers, consumers or others.
In any of these events, we could also be required to spend significant financial and other resources to remedy the damage caused by a
security breach or technological failure and the reputational damage resulting therefrom, to pay for investigations, forensic analyses,
legal advice, public relations advice or other services, or to repair or replace networks and IT systems. As a result of the COVID-19
pandemic, a greater number of our employees are working remotely and accessing our IT systems and networks remotely, which may further
increase our vulnerability to cybercrimes and cyberattacks and increase the stress on our technology infrastructure and systems.

 Our failure to adequately maintain and protect
personal information of our customers or our employees in compliance with evolving legal requirements could have a material adverse effect
on our business.

 We collect, use, store, disclose
or transfer (collectively, "process") personal information, including from employees and customers, in connection with the
operation of our business. A wide variety of local and international laws as well as regulations and industry guidelines apply to the
privacy and collecting, storing, use, processing, disclosure, and protection of personal information and may be inconsistent among countries
or conflict with other rules. Data protection and privacy laws and regulations are changing, subject to differing interpretations and
being tested in courts and may result in increasing regulatory and public scrutiny and escalating levels of enforcement and sanctions.

 A variety of data protection
legislation apply in the United States at both the federal and state level, including new laws that may impact our operations. For example,
the State of California has enacted the California Consumer Privacy Act of 2018 ("CCPA"), which generally requires companies
that collect, use, share and otherwise process "personal information" (which is broadly defined) of California residents to
make disclosures about their data collection, use, and sharing practices, allows consumers to opt-out of certain data sharing with third
parties or the sale of personal information, allows consumers to exercise certain rights with respect to any personal information collected
and provides a new cause of action for data breaches. In addition, a new privacy law, the California Privacy Rights Act ("CPRA"),
which significantly modifies the CCPA, was recently approved by ballot initiative during the November 3, 2021 general election. On January
1, 2023 the CCPA became effective and added additional privacy protection. This may require us to incur additional expenditures to ensure
compliance. Additionally, the Federal Trade Commission, and many state attorneys general are interpreting federal and state consumer protection
laws to impose standards for the online collection, use, dissemination, and security of data. The burdens imposed by the CCPA and other
similar laws that have been or may be enacted at the federal and state level may require us to modify our data processing practices and
policies and to incur additional expenditures in order to comply.

 Foreign laws and regulations
relating to privacy, data protection, information security and consumer protection often are more restrictive than those in the United
States. The European Union, for example, traditionally has imposed stricter obligations under its laws and regulations relating to privacy,
data protection and consumer protection than the United States. In May 2018 the European Union's new regulation governing data practices
and privacy called the General Data Protection Regulation, or GDPR, became effective and substantially replaced the data protection laws
of the individual European Union member states. The law requires companies to meet more stringent requirements regarding the handling
of personal data of individuals in the EU than were required under predecessor EU requirements. In the United Kingdom, a Data Protection
Bill that substantially implements the GDPR also became law in May 2018. The GDPR and other similar regulations require companies to give
specific types of notice and in some cases seek consent from consumers and other data subjects before collecting or using their data for
certain purposes, including some marketing activities. Outside of the European Union, many countries have laws, regulations, or other
requirements relating to privacy, data protection, information security, and consumer protection, and new countries are adopting such
legislation or other obligations with increasing frequency. Many of these laws may require consent from consumers for the use of data
for various purposes, including marketing, which may reduce our ability to market our products. There is no harmonized approach to these
laws and regulations globally. Consequently, we would increase our risk of non-compliance with applicable foreign data protection laws
by expanding internationally. We may need to change and limit the way we use personal information in operating our business and may have
difficulty maintaining a single operating model that is compliant. In addition, various federal, state and foreign legislative and regulatory
bodies, or self-regulatory organizations, may expand current laws or regulations, enact new laws or regulations or issue revised rules
or guidance regarding privacy, data protection, information security and consumer protection.

 Compliance with these and any
other applicable privacy and data protection laws and regulations is a rigorous and time-intensive process, and we may be required to
put in place additional mechanisms ensuring compliance with the new privacy and data protection laws and regulations. Our actual or alleged
failure to comply with any applicable privacy and data protection laws and regulations, industry standards or contractual obligations,
or to protect such information and data that we process, could result in litigation, regulatory investigations, and enforcement actions
against us, including fines, orders, public censure, claims for damages by employees, customers and other affected individuals, public
statements against us by consumer advocacy groups, damage to our reputation and competitive position and loss of goodwill (both in relation
to existing customers and prospective customers) any of which could have a material adverse effect on our business, financial condition,
results of operations, and cash flows. Additionally, if third parties that we work with, such as vendors or developers, violate applicable
laws or our policies, such violations may also place personal information at risk and have an adverse effect on our business. Even the
perception of privacy concerns, whether or not valid, may harm our reputation, subject us to regulatory scrutiny and investigations,
and inhibit adoption of our wines by existing and potential customers.

 Risks related to regulation.

 As a producer of alcoholic beverages, we are
regularly the subject of regulatory reviews, proceedings and audits by governmental entities, any of which could result in an adverse
ruling or conclusion, and which could have a material adverse effect on our business, financial condition, results of operations and future
prospects.

 We are subject to extensive regulation
in the United States by federal, state, and local laws regulating the production, distribution and sale of consumable food items, and
specifically alcoholic beverages, including by the Alcohol and Tobacco Tax and Trade Bureau (the "TTB") and the Food and Drug
Administration (the "FDA"). These and other regulatory agencies impose a number of product safety, labelling and other requirements
on our operations and sales. In California, where all of our wines are made, we are subject to alcohol-related licensing and regulations
by many authorities, including the Department of Alcohol Beverage Control (the "ABC"), which investigates applications for
licenses to sell alcoholic beverages, reports on the moral character and fitness of alcohol license applicants and the suitability of
premises where sales are to be conducted. We are also subject to regulatory compliance requirements in all states in which we sell our
wines. Any governmental litigation, fines, or restrictions on our operations resulting from the enforcement of these existing regulations
or any new legislation or regulations could have a material adverse effect on our business, results of operations and financial results.
Any government intervention challenging the production, marketing, promotion, distribution or sale of beverage alcohol or specific brands
could affect our ability to sell our wines. Because litigation and other legal proceedings can be costly to defend, even actions that
are ultimately decided in our favor could have a negative impact on our business, results of operations or financial results. Adverse
developments in major lawsuits concerning these or other matters could result in management distraction and have a material adverse effect
on our business. Changes to the interpretation or approach to enforcement of regulations may require changes to our business practices
or the business practices of our suppliers, distributors, or customers. The penalties associated with any violations or infractions may
vary in severity, and could result in a significant impediment to our business operations, and could cause us to have to suspend sales
of our wines in a jurisdiction for a period of time.

 New and changing environmental requirements,
and new market pressures related to climate change, could materially and adversely affect our business, results of operations and financial
results.

 There has been significant public
discussion related to concerns that carbon dioxide and other greenhouse gases in the atmosphere have an adverse impact on global temperatures,
weather patterns and the frequency and severity of extreme weather and natural disasters. Federal regulations govern, among other things,
air emissions, wastewater and stormwater discharges, and the treatment, handling and storage and disposal of materials and wastes. State
environmental regulations and authorities intended to address and oversee environmental issues are largely state-level analogues to federal
regulations and authorities intended to perform the similar purposes. We are subject to local environmental regulations that address a
number of elements of our wine production process, including air quality, the handing of hazardous waste, recycling, water use and discharge,
emissions and traffic impacts. Compliance with these and other environmental regulation requires significant resources. Continued regulatory
and market trends towards sustainability may require or incentivize us to make changes to our current business operations. We may experience
future increases in the costs associated with environmental regulatory compliance, including fees, licenses and the cost of capital improvements
to meet environmental regulatory requirements. Although we don't cultivate our own grapes, increased costs associated with environmental
regulatory compliance may impact grape growers, which may increase out costs to purchase bulk juice.

 Changes in foreign and domestic laws and government
regulations to which we are currently subject, including changes to the method or approach of enforcement of these government rules and
regulations, may increase our costs or limit our ability to sell our wines into certain markets, which could materially and adversely
affect our business, results of operations and financial condition.

 Government laws and regulations
may result in increased production and sales costs, including an increase on the applicable tax in various state, federal and foreign
jurisdictions in which we do business. The amount of wine that we can sell directly to consumers outside of California is regulated,
and in certain states we are not allowed to sell wines directly to consumers at all. Changes in these laws and regulations that tighten
current rules could have an adverse impact on sales or increase costs to produce, market, package or sell wine. Changes in regulation
that require significant additional source data for registration and sale, in the labelling or warning requirements, or limitations on
the permissibility of any component, condition or ingredient, in the places in which our wines can be legally sold could inhibit sales
of affected products in those markets.

 The wine industry is subject
to extensive regulation by a number of foreign and domestic agencies, state liquor authorities and local authorities. These regulations
and laws dictate such matters as licensing requirements, land use, production methods, trade and pricing practices, permitted distribution
channels, permitted and required labelling, advertising, sequestration of classes of wine and relations with wholesalers and retailers.
Any expansion of our existing facilities may be limited by present and future zoning ordinances, use permit terms, environmental restrictions
and other legal requirements. In addition, new or updated regulations, requirements or licenses, particularly changes that impact our
ability to sell DTC and/or retain accounts in California, or new or increased excise taxes, income taxes, property and sales taxes or
international tariffs, could affect our financial condition or results of operations. From time to time, states consider proposals to
increase state alcohol excise taxes. New or revised regulations or increased licensing fees, requirements or taxes could have a material
adverse effect on our business, financial condition, and results of operations.

 Risks related to our common stock

 Our failure to maintain
continued compliance with the listing requirements of the NYSE American exchange could result in the delisting of our common stock.

 Our
common stock is listed on the NYSE American exchange. The rules of NYSE American provide that the NYSE American may, in its discretion,
suspend dealings in, or may remove any security from, listing. As a matter of policy, NYSE American will consider the delisting of a security
when the financial condition and/or operating results of a company appear to be unsatisfactory, the extent of public distribution or the
aggregate market value of the security has become so reduced as to make further dealings on the NYSE American inadvisable, the company
has sold or otherwise disposed of its principal operating assets, or has ceased to be an operating company, the company has failed to
comply with its listing agreements with the NYSE American, or any other event shall occur or any condition shall exist which makes further
dealings on the NYSE American unwarranted. For example, the NYSE American considers suspending trading in, or removing the listing of,
securities of an issuer that has stockholders' equity of less than (i) $2 million if such issuer has sustained losses from continuing
operations and/or net losses in two of its three most recent fiscal years, (ii) $4 million if such issuer has sustained losses from continuing
operations and/or net losses in three of its four most recent fiscal years, or (iii) $6 million if such issuer has sustained losses from
continuing operations and/or net losses in its five most recent fiscal years. The NYSE American will also consider suspending trading
in, or removing the listing of, securities of an issuer that has sustained losses which are so substantial in relation to its overall
operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable as to whether
such issuer will be able to continue operations and/or meet its obligations as they mature.

 On September
8, 2023, we received a written notice (the "Notice") from NYSE American stating that we were not in compliance with the $4
million stockholders' equity requirement of Section 1003(a)(ii) of the NYSE American Company Guide (the "Company Guide").
We reported stockholders' equity of $2.4 million for the period ended June 30, 2023 and have had losses from continuing operations
and/or net losses in each of the fiscal years ended December 31, 2020, 2021 and 2022. As required by the NYSE American, we submitted a
plan to the NYSE American on October 9, 2023 addressing actions we have taken or and how we intend to regain compliance with the continued
listing standards by March 8, 2025.

 On
November 21, 2023, we received notification (the "Acceptance Letter") from NYSE American that the Company's plan to
regain compliance with NYSE American's listing standards was accepted. The Acceptance Letter also stated that the Company
is not in compliance with Section 1003(a)(i) of the Company Guide, which requires an issuer to have stockholders' equity of $2.0
million or more if it has reported losses from continuing operations and/or net losses in two out of its three most recent fiscal years.
The Company reported stockholders' equity of $1.1 million as of September 30, 2023, the end of its third fiscal quarter of 2023,
and has had losses from continuing operations and/or net losses in each of its fiscal years ended December 31, 2020, 2021 and 2022.

 NYSE
American has granted the Company a plan period through March 8, 2025 to regain compliance with Sections 1003(a)(i) and (ii) of the Company
Guide. On March 10, 2025 the Company received notification that it has resolved the stockholders' equity deficiency with respect
to Section 1003(a)(i) and (ii) of the NYSE American Company Guide, and that the Company is now in compliance with the NYSE American continued
listing standards relating to stockholders' equity.

 On
January 6, 2025, NYSE American also notified the Company that it is not in compliance with Section 704 of the NYSE American Company Guide,
because the Company failed to hold an annual meeting for the fiscal year ended December 31, 2023 by December 31, 2024. The Company intends
to hold a meeting of stockholders in the next several months after the date of this report.

 While
we expect to regain compliance with the continued listing requirements of NYSE American. it cannot be assured that we will be able to
do so or that we will continue to be in compliance in the future. If the Company is not in compliance with all continued listing standards
, the Company will be subject to delisting proceedings. If NYSE American delists our common stock from trading on its exchange
for failure to meet the listing standards, an investor would likely find it significantly more difficult to dispose of or obtain our
shares, and our ability raise future capital through the sale of our shares could be severely limited. Delisting could also have other
negative results, including the potential loss of confidence by employees, the loss of institutional investor interest and fewer business
development opportunities. Additionally, if we are unable to list on NYSE American, it would likely be more difficult to trade in or
obtain accurate quotations as to the market price of our common stock. If our securities are delisted from trading on NYSE American,
and we are not able to list its securities on another exchange or to have them quoted on Nasdaq, our securities could be quoted on the
OTC Bulletin Board or on the "pink sheets." As a result, we could face significant adverse consequences including:

 •

 limited availability of market quotations for the common stock;

 •

 reduced liquidity for our securities;

 •

 our common shares being categorized as a "penny stock," which requires brokers trading in our common shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our common stock; and

 •

 decreased ability to issue additional securities or obtain additional financing in the future.

 In
addition, the National Securities Markets Improvement Act of 1996 generally preempts the states from regulating the sale of "covered
securities." Our common shares qualify as "covered securities" because they are listed on NYSE American. If our common
shares were no longer listed on NYSE American, our securities would not be "covered securities" and we would be subject to
regulation in each state in which we offer our securities.

 If
our common stock becomes subject to the penny stock rules,
it would become more difficult to trade our shares.

 The
SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally
equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized
for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions
in such securities is provided by the exchange or system. If we do not retain our listing on NYSE American and if the price of our common
stock is less than $5.00, our common stock may be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction
in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,
a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
(i) the purchaser's written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions
involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the
effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling
their shares.

 We will incur significant legal, accounting,
and other expenses associated with our public company reporting requirements and corporate governance requirements.

 As
a public company, we will incur significant legal, accounting, and other expenses that we did not incur as a private company, including
costs associated with our public company reporting requirements and corporate governance requirements, including requirements under the
Sarbanes-Oxley Act of 2002, as well as new rules implemented by the SEC and the NYSE American.

 As an
example of reporting requirements, we are evaluating our internal control systems in order to allow management to report on our internal
control over financing reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. As a company with limited capital and
human resources, we anticipate that more of management's time and attention will be diverted from our business to ensure compliance
with these regulatory requirements than would be the case with a company that has established controls and procedures. This diversion
of management's time and attention may have a material adverse effect on our business, financial condition and results of operations.

 We are eligible to be treated as an emerging
growth company, and we cannot be certain that the reduced disclosure requirements applicable to emerging growth companies will not make
our shares less attractive to investors.

 We are an emerging growth company,
as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may take advantage of exemptions from various
reporting requirements that are applicable to other public companies that are not emerging growth companies, including, among others,
(1) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (2) reduced disclosure
obligations regarding executive compensation in our periodic reports and proxy statements, (3) exemptions from the requirements of holding
a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved
and (4) the requirement to present only two years of audited financial statements and only two years of related "Management's
discussion and analysis of financial condition and results of operations" in this report. We could be an emerging growth company
for up to five years, although circumstances could cause us to lose that status earlier, including if the market value of our common stock
held by non-affiliates exceeds $700.0 million as of the end of the second fiscal quarter in any fiscal year before that time or if we
have total annual gross revenues of $1.07 billion or more during any fiscal year before that time, in which case we would no longer be
an emerging growth company as of the fiscal year end, or if we issue more than $1.0 billion in non-convertible debt during any three-year
period before that time we would cease to be an emerging growth company immediately. We cannot predict if investors will find our shares
of common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a
result, there may be a less active trading market for our common stock and our share price may be more volatile.

 Under the JOBS Act, emerging
growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective
dates for public and private companies and intend to continue such election until the earlier of the date we (i) are no longer an emerging
growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. Our financial
statements may therefore not be comparable to those of other public companies that comply with such new or revised accounting standards.

 As a result of being a public company, we are
obligated to develop and maintain proper and effective internal control over financial reporting and any failure to maintain the adequacy
of these internal controls may negatively impact investor confidence in our company and, as a result, the value of our common stock.

 We are required pursuant to Section
404 of the Sarbanes-Oxley Act to furnish a report by management on, among other things, the effectiveness of our internal control over
financial reporting. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal
control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness
of our internal control over financial reporting in our first annual report required to be filed with the Securities and Exchange Commission
(the "SEC") following the date we are no longer an emerging growth company. Any failure to maintain effective internal control
over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If
we are unable to conclude that our internal control over financial reporting is effective, or if our independent registered public accounting
firm determines we have a material weakness in our internal control over financial reporting, we could lose investor confidence in the
accuracy and completeness of our financial reports, the market price of our common stock could decline, we could be subject to sanctions
or investigations by the NYSE American, the SEC or other regulatory authorities and our access to the capital markets could be restricted.

 In this report, our management
concluded that our disclosure controls and procedures and our internal control over financial reporting were not effective as of December
31, 2024 due to the existence of a material weakness related to internal controls over financial reporting. See Item 9A - Controls and
Procedures. Although we intend to engage in activities aimed at remediating these material weaknesses, our remediation activities may
not be successful, and our management may continue to conclude that our disclosure controls and procedures and our internal control over
financial reporting are not effective in future periods.

 Provisions of our corporate governance documents
could make an acquisition of our Company more difficult and may prevent attempts by our stockholders to replace or remove our current
management, even if beneficial to our stockholders.

 Our articles of incorporation
and bylaws and the Nevada Revised Statutes contain provisions that could make it more difficult for a third party to acquire us, even
if doing so might be beneficial to our stockholders. These provisions include:

 •

 advance notice requirements for stockholder proposals and director nominations;

 •

 the ability of our board of directors to issue new series of, and designate the terms of, preferred stock, without stockholder approval, which could be used to, among other things, institute a rights plan that would have the effect of significantly diluting the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and

 •

 limitations on the ability of stockholders to call special meetings and to take action by written consent.

 Because our board of directors
is responsible for appointing the members of our management team, these provisions could in turn affect any attempt to replace current
members of our management team. As a result, you may lose your ability to sell your stock for a price in excess of the prevailing market
price due to these protective measures, and efforts by stockholders to change the direction or management of the Company may be unsuccessful.

 Your percentage ownership in us may be diluted
by future issuances of capital stock, which could reduce your influence over matters on which stockholders vote.

 Pursuant to our articles of
incorporation and bylaws, our board of directors has the authority, without action or vote of our stockholders, to issue all or any part
of our authorized but unissued shares of common stock, including shares issuable upon the exercise of options, or shares of our authorized
but unissued preferred stock. Issuances of common stock or voting preferred stock would reduce your influence over matters on which our
stockholders vote and, in the case of issuances of preferred stock, would likely result in your interest in us being subject to the prior
rights of holders of that preferred stock.

 An active, liquid trading market for our common
stock may not develop, which may limit your ability to sell your shares.

 Although our common stock is
listed on the NYSE American under the symbol "AMZE," an active trading market for our shares may not develop or be sustained
going forward. A public trading market having the desirable characteristics of depth, liquidity and orderliness depends upon the existence
of willing buyers and sellers at any given time, such existence being dependent upon the individual decisions of buyers and sellers over
which neither we nor any market maker has control. The failure of an active and liquid trading market to develop and continue would likely
have a material adverse effect on the value of our common stock. The market price of our common stock may decline, and you may not be
able to sell your shares of our common stock at or above the price you paid for them, or at all. An inactive market may also impair our
ability to raise capital to continue to fund operations by selling shares and may impair our ability to acquire other companies or technologies
by using our shares as consideration.

 Sales of a substantial number of shares of our
common stock in the public market could cause the market price of our common stock to drop significantly, even if our business is performing
well.

 Sales of a substantial number
of shares of our common stock in the public market could occur at any time. These sales, or the perception in the market that the holders
of a large number of shares intend to sell shares, could reduce the market price of our common stock.

 As a public company, we are subject to additional
laws, regulations and stock exchange listing standards, which will result in additional costs to us and may strain our resources and divert
our management's attention.

 As a public reporting company,
we are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the
Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the listing requirements of the NYSE American
and other applicable securities laws and regulations. Compliance with these laws and regulations will increase our legal and financial
compliance costs and make some activities more difficult, time-consuming or costly. We also expect that being a public company and being
subject to new rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may
be required to accept reduced coverage or incur substantially higher costs to obtain coverage. However, the incremental costs that we
incur as a result of becoming a public company could exceed our estimate. These factors may therefore strain our resources, divert management's
attention and affect our ability to attract and retain qualified members of our board of directors.

 Since we have no current plans to pay regular
cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater
than that which you paid for it.

 We do not anticipate paying
any regular cash dividends on our common stock in the foreseeable future. Any decision to declare and pay dividends in the future will
be made at the discretion of our board of directors and will depend on, among other things, our results of operations, financial condition,
cash requirements, contractual restrictions, and other factors that our board of directors may deem relevant. In addition, our ability
to pay dividends is, and may be, limited by covenants of existing and any future outstanding indebtedness we incur. Therefore, any return
on investment in our common stock is solely dependent upon the appreciation of the price of our common stock on the open market, which
may not occur.

 If securities or industry analysts do not publish
research or reports about our business, if they adversely change their recommendations regarding our shares or if our results of operations
do not meet their expectations, our share price and trading volume could decline.

 The trading market for our shares
will be influenced by the research and reports that industry or securities analysts publish about us or our business. We do not have any
control over these analysts. Securities and industry analysts do not currently, and may never, publish research on our Company. If no
securities or industry analysts commence coverage of our Company, the trading price of our shares would likely be negatively impacted.
In the event securities or industry analysts-initiated coverage, and one or more of these analysts cease coverage of our Company or fail
to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause our share price or trading
volume to decline. Moreover, if one or more of the analysts who cover us downgrade our stock, or if our results of operations do not meet
their expectations, our share price could decline.

 General risks

 Our operating results and share price may be
volatile, and the market price of our common stock may drop below the price you pay.

 Our operating results are likely
to fluctuate in the future as a publicly traded company, which may occur during the pendency of the Merger transaction or following completion
of the Merger. In addition, securities markets worldwide have experienced, and are likely to continue to experience, significant price
and volume fluctuations. This market volatility, as well as general economic, market or political conditions, could subject the market
price of our shares to wide price fluctuations regardless of our operating performance. You may not be able to resell your shares at
or above the price that you paid or pay for them or at all. Our operating results and the trading price of our shares may fluctuate in
response to various factors, many of which are beyond our control, may cause our operating results and the market price and demand for
our shares to fluctuate substantially. While we believe that operating results for any particular year or quarter are not necessarily
a meaningful indication of future results, fluctuations in our yearly or quarterly operating results could limit or prevent investors
from readily selling their shares and may otherwise negatively affect the market price and liquidity of our shares. In addition, in the
past, when the market price of a stock has been volatile, holders of that stock have sometimes instituted securities class action litigation
against the company that issued the stock. If any of our stockholders brought a lawsuit against us, we could incur substantial costs
defending the lawsuit. Such a lawsuit could also divert the time and attention of our management from our business, which could significantly
harm our profitability and reputation.

 We may require additional debt and equity capital
to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances. If such capital is not
available to us, our business, financial condition, and results of operations may be materially and adversely affected.

 We may require additional capital
to pursue our business objectives and respond to business opportunities, challenges, or unforeseen circumstances, including to increase
our marketing expenditures to improve our wine brand awareness, build and maintain our product inventory, develop new wines, enhance our
operating infrastructure and acquire complementary businesses. Accordingly, we may need to engage in equity or debt financings to secure
additional funds. However, additional funds may not be available when we need them on terms that are acceptable to us or at all. Moreover,
any debt financing that we secure in the future could involve restrictive covenants, which may make it more difficult for us to obtain
additional capital and to pursue business opportunities. Volatility in the credit markets may also have an adverse effect on our ability
to obtain debt financing. If we raise additional funds through further issuances of equity or convertible debt securities, our existing
stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges
superior to those of holders of our common stock. If we are unable to obtain adequate financing or financing on terms satisfactory to
us when we require it, we may be forced to obtain financing on undesirable terms or our ability to continue to pursue our business objectives
and to respond to business opportunities, challenges or unforeseen circumstances could be significantly limited, and our business, financial
condition and results of operations could be materially and adversely affected.

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 The Company has not adopted any
formal cybersecurity risk management program or formal processes for assessing, identifying, and managing material risks from cybersecurity
threats. The full board of directors has oversight responsibility for the Company's overall risk management, including cybersecurity
risk, and has not delegated oversight authority for cybersecurity risks to any committee. In fiscal year 2024, we did not identify any
cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations,
or financial condition.

 ITEM 2. PROPERTIES.

 Effective November 1, 2022, we
maintain a virtual administrative office environment. The address, for mailing purposes, of our principle executive offices is P.O. Box
78984, Charlotte, NC 28271.

 Our production facility, which
we occupied on an alternating proprietorship basis, was located in Napa, California. The initial term of the Alternating Proprietorship
Agreement with our "host winery" expired in July 2022, but was renewed and was ultimately terminated in December 2023.

 We utilize two warehouse facilities
in American Canyon, California. We pay storage fees per pallet and entry and exit processing fees.

 We expect that the current properties
will be adequate for our current office and production needs.

 During the years ended December
31, 2024 and 2023, we did not incur facilities rental expense.

 ITEM 3. LEGAL PROCEEDINGS.

 We may be subject to legal disputes
and subject to claims that arise in the ordinary course of business. Except as set forth below, we are not a party or subject to any pending
legal proceedings the resolution of which is expected to have a material adverse effect on our business, operating results, cash flows
or financial condition.

 Timothy
Michaels Lawsuit

 The Company was a defendant
in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth Judicial District Court, Hennepin
County, Minnesota. The lawsuit related to a complaint filed by Mr. Michaels resulting from the Company including a restricted
"lock-up" legend on shares of the Company's common stock issued to Mr. Michaels pursuant to a settlement agreement
that the Company entered into with Mr. Michaels following termination of his employment and for not removing or directing the
Company's transfer agent to remove such legend. On January 25, 2024, the jury in the lawsuit rendered a verdict against the
Company awarding damages to Mr. Michaels in the amount of $585,976.25. On February 22, 2024, the Company filed a renewed motion for
post-verdict judgment in favor of the Company as a matter of law. On February 26, 2024, the Judge in the lawsuit denied the renewed
motion for post-verdict judgment. On March 25, 2024, Mr. Michaels filed a Notice and Application for Taxation of Costs and
Disbursements. On March 26, 2024, the Company filed its Notice of Appeal. On March 26, 2024, Mr. Michaels served a motion for
Pre-verdict and Prejudgment Interest. On March 27, 2024, a Notice of Entry of Judgment was filed and, on March 28, 2024, a Notice of
Docketing of Judgment was entered. Mr. Michaels has commenced garnishment proceedings against certain of the Company's bank
accounts and other third parties in an attempt to collect on the judgment and such proceedings remain pending. The court of appeals
affirmed the judgment in February 2025. On March 12, 2025 the Company petitioned the supreme court for review and is awaiting the
supreme court's decision on its petition.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

 ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 Market Information

 Our common stock began trading
on the NYSE American under the symbol "VINE" on December 14, 2021. Effective March 24, 2025, our common stock began trading
on NYSE American under the ticker symbol "AMZE".

 Stockholders

 As
of March 31, 2025, there were 43 stockholders
of record of our common stock, one of which was Cede & Co., a nominee for The Depository Trust Company, or DTC. Shares of common
stock that are held by financial institutions as nominees for beneficial owners are deposited into participant accounts at DTC and are
considered to be held of record by Cede & Co. as one stockholder.

 Dividends

 We have never declared or paid
any dividends on our common stock and do not anticipate that we will pay any dividends to holders of our common stock in the foreseeable
future. Instead, we currently plan to retain any earnings to finance the growth of our business. Any future determination relating to
dividend policy will be made at the discretion of our board of directors and will depend on our financial condition, results of operations
and capital requirements as well as other factors deemed relevant by our board of directors.

 Securities Authorized for Issuance under Equity
Compensation Plans

 The information required by Item
5 is incorporated herein by reference to Item 12 below.

 Recent Sales of Unregistered Securities

 There were no unregistered sales
of equity securities during the year ended December 31, 2024 that were not disclosed by the Company on a Current Report on Form 8-K.

 Issuer Purchases of Equity Securities

 None.

 ITEM 6. [RESERVED].

 ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

 The following discussion and
analysis of our financial condition and results of operations should be read in conjunction with the financial statements and related
notes to those statements as included elsewhere in this Annual Report on Form 10-K. In addition to historical financial information,
the following discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. See "Cautionary
Note Regarding Forward-looking Statements" included elsewhere in this Annual Report on Form 10-K. Our actual results may differ
materially from those anticipated in these forward-looking statements as a result of many factors, including those discussed in Part
I "Item 1A. Risk Factors" included in this Annual Report on Form 10-K. Under this "Management's Discussion And
Analysis Of Financial Condition And Results Of Operations," "we," "us," "our" "Fresh
Vine Wine," "Fresh Vine," "Amaze" and the "Company" refer to Amaze Holdings, Inc.

 Overview

 Amaze Holdings Inc. (formerly
Fresh Vine Wine, Inc.) is a producer of low carb, low calorie, premium wines in the United States. Founded in 2019, the Company brings
an innovative "better-for-you" solution to the wine market. We currently sell seven varietals: Cabernet Sauvignon, Pinot Noir,
Chardonnay, Sauvignon Blanc, Ros, Sparkling Ros, and a limited Reserve Napa Cabernet Sauvignon. All varietals are produced
and bottled in Napa, California.

 Amaze's wines are distributed
across the United States and Puerto Rico through wholesale, retail, and direct-to-consumer (DTC) channels. The Company is able to conduct
wholesale distribution of our wines in all 50 states and Puerto Rico. As of December 31, 2024, the Company holds relationships with wholesale
distributors in 50 states. The Company is working with leading distributors, including Southern Glazer's Wine & Spirits (SGWS),
Johnson Brothers, and Republic National Distributing Company (RNDC), to expand our presence across the contiguous United States.

 Amaze's core wine offerings
are priced strategically to appeal to mass markets and sell at a list price between $15 and $25 per bottle. Given the Company brand's
"better-for-you" appeal, and overall product quality, Amaze believes that it presents today's consumers with a unique
value proposition within this price category. Additionally, the Company is one of very few products available at this price point that
includes a named winemaker, Jamey Whetstone.

 Amaze's marketing activities
focus primarily on consumers in the 21-to-34-year-old demographic with moderate to affluent income and on those with a desire to pursue
a healthy and active lifestyle.

 Amaze's asset-light operating
model allows it to utilize third-party assets, including land and production facilities. This approach helps us mitigate many of the risks
associated with agribusiness, such as isolated droughts or fires. Because the Company sources product inputs from multiple geographically
dispersed vendors, it reduces reliance on any one vendor and benefit from broad availability/optionality of product inputs. This is particularly
important as a California-based wine producer where droughts or fires can have an extremely detrimental impact to a company's supply
chain if not diversified.

 Key Financial Metrics

 We use net revenue, gross profit
(loss) and net income (loss) to evaluate the performance of Amaze. These metrics are useful in helping us to identify trends in our business,
prepare financial forecasts and make capital allocation decisions, and assess the comparable health of our business relative to our direct
competitors.

 Year ended

 2024

 2023

 Net revenue

 $
 299,065

 $
 1,826,190

 Gross profit (loss)

 $
 (5,819
)

 $
 (2,585,929
)

 $
 (2,518,986
)

 $
 (10,615,035
)

 Components of Results of Operations and Trends That May Impact Our
Results of Operations

 Net revenue

 Our net revenue consists primarily
of wine sales to distributors and retailers, which together comprise our wholesale channel, and directly to individual consumers through
our DTC channel. Net revenues generally represent wine sales and shipping, when applicable, and to a lesser extent branded merchandise
and wine club memberships. For wine and merchandise sales, revenues are recognized at time of shipment. For Wine Club memberships, revenues
are recognized quarterly at the time of fulfilment.

 We refer
to the volume of wine we sell in terms of cases. Each case contains 12 standard bottles, in which each bottle has a volume of 750 milliliters.
Cases are sold through Wholesale/Retail or DTC channels.

 The
following factors and trends in our business have driven our net revenue results and are expected to be key drivers of our net revenue
for the foreseeable future:

 Brand recognition: As
we drive visibility through traditional and modern marketing methods, we expect to build awareness and name recognition for Amaze in consumers' minds. Brand awareness will be built substantially through social media channels.

 Portfolio
evolution: As a relatively new, high-growth brand, we expect and seek to learn from our consumers. We intend to continuously
evolve and refine our products to meet our consumers' specific needs and wants, adapting our offering to maximize value for our
consumers and stakeholders.

 Distribution
expansion and acceleration: Purchasing by distributors and loyal accounts that continue to feature our wines are key drivers
of net revenue.

 Seasonality: In
line with industry norms, we anticipate our net revenue peaking during the quarter spanning from October through December due to increased
consumer demand around the major holidays. This is particularly true in our DTC revenue channel, where marketing programs will often be
aligned with the holiday season and product promotions will be prevalent.

 Revenue Channels

 Our
sales and distribution platform is built upon a highly developed network of distributor accounts. Within this network, we have signed
agreements in place with several of the nation's largest distributors including Southern Glazer's Wine & Spirits
and RNDC, among others. While we are actively working with these distributors in certain markets, they operate across the United States,
and we intend to grow our geographic/market presence through these relationships. The development of these relationships and impacts to
our related product mix will impact on our financial results as our channel mix shifts.

 •

 Wholesale channel: Consistent with sales practices in the wine industry, sales to retailers and distributors occur below SRP (Suggested Retail Price). We work closely with distributors to increase wine volumes and the number of products sold by their retail accounts in their respective territories.

 •

 DTC channel: Wines sold through our DTC channels are generally sold at SRP, although we do periodically offer various promotions. Our DTC channel continues to grow as a result of a number of factors, including expanded e-commerce sites and social media capabilities.

 Wholesale
channel sales made on credit terms generally require payment within 30 days of delivery; however our credit terms with Southern Glazer's
Wine & Spirits requires payment within 60 days of delivery. During periods in which our net revenue channel mix reflects a greater
concentration of wholesale sales, we typically experience an increase in accounts receivable for the period to reflect the change in sales
mix; payment collections in the subsequent period generally reduce our accounts receivable balance and have a positive impact on cash
flows.

 We
intend to maintain and expand relationships with existing distributors and form relationships with new distributors as we work to grow
the Company. With multiple varietals within the Amaze portfolio, we consider ourselves to be a 'one-stop shop' for
better-for-you wines. We continue to innovate with new products at competitive price points and strive to enhance the experience as we
increase revenue with new and existing consumers.

 In the
DTC channel, our comprehensive approach to consumer engagement in both online and traditional forums is supported by an integrated e-commerce
platform. Our marketing efforts target consumers who have an interest in healthy and active lifestyles. We attempt to motivate consumers
toward a simple and easy purchasing decision using a combination of defined marketing programs and a modernized technology stack.

 Increasing
customer engagement is a key driver of our business and results of operations. We continue to invest in our DTC channel and in performance
marketing to drive customer engagement. In addition to developing new product offerings and cross-selling wines in our product portfolio,
we focus on increasing customer conversion and retention. As we continue to invest in our DTC channel, we expect to increase customer
engagement and subsequently deliver greater satisfaction. We also distribute our wines via other wine e-commerce sites such as Wine.com
and Vivino.com and plan to continue to add affiliate retail websites.

 Net Revenue Percentage by Channel

 We calculate net revenue percentage
by channel as net revenue made through our wholesale channel to distributors, through our wholesale channel directly to retail accounts,
and through our DTC channel, respectively, as a percentage of our total net revenue. We monitor net revenue percentage across revenue
channels to understand the effectiveness of our distribution model and to ensure we are employing resources effectively as we engage customers.

 Year
 ended

 2024

 2023

 Wholesale

 %

 %

 to consumer

 %

 %

 %

 %

 Cost of Revenues

 Cost
of revenues is comprised of all direct product costs such as juice, bottles, caps, corks, labels, and capsules. Additionally, we also
categorize boxes and quality assurance testing within our cost of revenues. Amaze expects that cost of revenues will increase as net revenue
increases. As the volume of the product inputs increases, the Company intends to work to renegotiate vendor contracts with key suppliers
to reduce overall product input costs as a percentage of net revenue. Based on a proposed sale of inventory at a price below the Company's
cost, the Company completed an evaluation of the net realizable value of our inventory during the year ended December 31, 2023. As a result
of this evaluation, the Company recorded a $1.8 million inventory write down to reflect it at its net realizable value by December
31, 2023. This is recorded in cost of revenue in the financial statements. The inventory reserve balance at December 31, 2023 was approximately
$112,000. The Company estimated no inventory to be sold a price below the Company's cost and therefore has no reserve as of December
31, 2024.

 Additionally, the Company includes
shipping fees in all DTC revenues. These fees are paid by end consumers at time of order and subsequently itemized within the cost of
each individual sale.

 As a commodity product, the cost
of wine fluctuates due to annual harvest yields and the availability of juice. This macroeconomic consideration is not unique to Amaze,
although we are conscious of its potential impact to our product cost structure.

 Gross Profit (Loss)

 Gross profit (loss) is equal
to our net revenue less cost of revenues.

 Selling, General, and Administrative Expenses

 Selling, general, and administrative
expenses consist of selling expenses, marketing expenses, and general and administrative expenses. Selling expenses consist primarily
of direct selling expenses in our wholesale and DTC channels, including payroll and related costs, product samples, processing fees, and
other outside service fees or consulting fees. Marketing expenses consist primarily of advertising costs to promote brand awareness, contract
fees incurred as a result of significant sports marketing agreements, customer retention costs, payroll, and related costs. General and
administrative expenses consist primarily of payroll and related costs.

 Equity-Based Compensation

 Equity-based compensation consists
of the accounting expense resulting from our issuance of equity or equity-based grants issued in exchange for employee or non-employee
services. We measure equity-based compensation cost at the grant date based on the fair value of the award and recognize the compensation
expense over the requisite service period, which is generally the vesting period. We recognize any forfeitures as they occur.

 Results of Operations

 Year ended

 2024

 2023

 Net revenue

 $
 299,065

 $
 1,826,190

 Cost of revenues

 304,884

 4,412,119

 Gross profit (loss)

 (5,819
)

 (2,585,929
)

 Selling, general and administrative expenses

 3,112,840

 6,322,184

 Equity-based compensation

 6,249

 1,708,218

 Loss from operations

 (3,124,908
)

 (10,616,331
)

 Interest income

 36,977

 1,296

 Interest expense

 (155,409
)

 —

 Unrealized loss on equity investment

 (33,500
)

 —

 Gain on extinguishment of liabilities

 757,854

 —

 $
 (2,518,986
)

 $
 (10,615,035
)

 Comparison of the Fiscal Years ended December 31, 2024 and
2023

 Net Revenue, Cost of Revenues and Gross Profit

 Year ended December 31,

 Change

 2024

 2023

 $

 %

 Net revenue

 $
 299,665

 $
 1,826,190

 (1,527,125
)

 -84
 %

 Cost of revenues

 304,884

 4,412,119

 (4,107,235
)

 -93
 %

 Gross loss

 $
 (5,819
)

 $
 (2,585,929
)

 2,580,110

 %

 We had net revenue in fiscal
2024 of approximately $300,000. Net revenue in fiscal 2023 was approximately $1.8 million. The decrease in net revenue was mostly attributable
to decreasing sales and marketing spending as the Company planned for a potential merger in the first part of 2024 and the potential business
combination in the second part of 2024. We generated net revenue of approximately $46,000 during fiscal 2024 from our wholesale distribution
channel and approximately $254,000 of net revenue from our direct-to-consumer sales channel. This revenue distribution represents 15%
and 85%, respectively, of our net revenue during the period.

 Selling, general and administrative expenses

 Year ended December 31,

 Change

 2024

 2023

 $

 Selling expenses

 $
 283,752

 $
 965,091

 $
 (681,339
)

 Marketing expenses

 343,148

 1,576,324

 (1,233,176
)

 General and administrative expenses

 2,485,940

 3,780,769

 (1,294,829
)

 Total selling, general and administrative expenses

 $
 3,112,840

 $
 6,322,184

 $
 (3,209,344
)

 For the year ended December 31,
2024, selling, general and administrative expenses decreased 51%, compared to the period ended December 31, 2023. Selling, general and
administrative expense decreases were largely driven by decreases in expenses due to lower staffing headcount and related salaries and
less consulting, legal and financial expenses as operational activity decreased from 2023 to 2024. The year-over-year decrease in marketing
expenses primarily resulted from decreased advertising, social media marketing, tastings, and other promotion materials and events as
selling and marketing expenses are directly related to sale trends. During 2024, the Company extinguished
liabilities totaling approximately $758,000.

 Cash Flows

 Year ended

 2024

 2023

 Cash provided by (used in):

 Operating activities

 $
 (1,931,830
)

 $
 (4,809,009
)

 Investing activities

 (3,500,000
)

 (500,000
)

 Financing activities

 5,251,137

 3,565,014

 Net (decrease) increase in cash

 $
 (180,693
)

 $
 (1,743,995
)

 Net cash used in operating activities
was approximately $1.9 million and $4.8 million for the years ended December 31, 2024 and December 31, 2023, respectively. Cash used in
operating activities decreased in the period ended December 31, 2024 was primarily the result of decreased overall business as sales were
down, as well as decreases in general and administrative expenses due to lower staffing headcount and related salaries and less consulting,
legal and financial expenses as operational activity decreased from 2023 to 2024. The decrease is also due to the fact that no inventory
purchases were made in 2024 to maintain our inventory levels to meet demand and reductions in costs for staffing and marketing activities.

 Net cash used in investing activities
was $3,500,000 and $500,000 for the years ended December 31, 2024 and December 31, 2023, respectively. Cash used in investing activities
in the 2024 period was from the note receivable issued to Amaze Software, Inc., see Note 5 to accompanying financial statements.

 Net cash provided by financing
activities was approximately $5.3 million and $3.6 million for the years ended December 31, 2024 and December 31, 2023, respectively.
The difference is due to the Rights Offering of $2,615,014, the issuance of preferred stock for a net of $950,000 during the year ended
December 31, 2023, proceeds from the issuance of preferred stock for a net of approximately $4.7 million and $500,000 from the sale of
convertible debt for the year ended December 31, 2024.

 Liquidity and Capital Resources

 Our primary cash needs are for
working capital purposes, such as producing or purchasing inventory and funding operating expenses. We have funded our operations through
equity and debt financings, as described under the caption "Financing Transactions" below.

 We have incurred losses and negative
cash flows from operations since our inception in May 2019, including net losses of approximately ($2.5) million and ($10.6)
million during the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, we had an accumulated deficit
of approximately $29.2 million and a total stockholders' equity of approximately $1.5 million. We expect to incur losses in future
periods as we continue to operate our business and incur expenses associated with being a public company.

 As of
December 31, 2024, we had approximately $156,000 in cash, accounts receivable of approximately $7,000, note receivable of $3,500,000,
inventory of approximately $212,000, and prepaid expenses of approximately $34,000. On December 31, 2024, current assets amounted to approximately
$4.4 million and current liabilities were $2.9 million resulting in working capital (with working capital defined as current assets minus
current liabilities) of approximately $1.5 million.

 Since
the commencement of its operations, the Company's operating and other expenses have significantly exceeded its revenues. The Company
put in place cash preservation initiatives in the second half of 2022, including a strategic restructuring plan aimed at cash resources
while continuing to focus on accelerating sales growth. That plan resulted in the termination of members of the Company's internal
sales team, the engagement of a third party vendor positioned to more efficiently and effectively facilitate sales, and the engagement
of a third party vendor to manage marketing initiatives and drive growth within the Direct-to-Consumer sales channel.

 During
the second quarter of 2023, the Company undertook a review of the Company's operations and strategic plans, and took measures aimed
at improving the Company's operational efficiency, curtailing operating expenses and further preserving cash resources. During the
year ended December 31, 2024, the Company continued to work to reduce its operating expenses, including reducing its warehousing costs,
while continuing to provide customers the opportunity to experience its wine and supporting its current retail customers and those purchasing
via the Company's wine club or from its website.

 Commencing
in June 2023, the Company has worked aggressively to identify prospective new sources of capital, while working with advisors to assess
and improve its liquidity position, including from the sale of existing inventory. Early in the third quarter of 2023, the Company entered
into purchase orders for the sale of up to 45,000 cases of the Company's wine to Grocery Outlet, a discount retailer, with sales
occurring through the last part of 2023. The Company had sales related to this agreement totaling approximately $43,000 and $829,000 for
the years ended December 31, 2024 and 2023, respectively.

 On August
2, 2023, the Company entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company agreed to
issue and sell in a private placement shares of a newly created series of preferred stock designated as Series A Convertible Preferred
Stock (the "Series A Stock"). Pursuant to the Securities Purchase Agreement, the purchasers collectively purchased 10,000
shares of Series A Stock at a per share purchase price equal to $100.00, for total gross proceeds of $1.0 million.

 On October
8, 2024, the Company entered into Securities Purchase Agreements with two accredited investors, pursuant to which the Company agreed to
sell up to an aggregate principal amount of $600,000 of secured convertible promissory notes ("Notes") that will be convertible
into shares of the Company's common stock, par value $0.001, and warrants ("Warrants") to purchase up to 740,000 shares
of common stock. The Notes were issued with the original issuance discount of 20%, resulting in gross proceeds of $500,000 to the Company.

 During
2024, we issued and sold a total of 50,000 shares of Series B Convertible Preferred Stock to accredited investors at a purchase price
of $100.00 per share in a private placement pursuant to securities purchase agreements for an aggregate purchase price of approximately
$5.0 million.

 See
"Financing Transactions" below for a description of these agreements.

 In August
2023, the Company announced that it had initiated an exploration of strategic opportunities by way of merger, acquisition, or any accretive
strategic transaction to enhance stockholder value, which is a focus of the Company's plan to increase its stockholders' equity
and regain compliance with the NYSE American's continued listing standards. On January 25, 2024, the Company entered into the merger
agreement with Notes Live, however, on July 31, 2024 the Merger Agreement was terminated.

 In November
2024, the Company entered into a Business Combination Agreement (the "Business Combination Agreement") with (i) Amaze Holdings
Inc., a Delaware corporation and wholly owned subsidiary of the Company ("Pubco"), (ii) VINE Merger Sub Inc., a Delaware corporation
and wholly subsidiary of Pubco (" VINE Merger Sub "), (iii) Adifex Merger Sub LLC, a Delaware limited liability company
and wholly owned subsidiary of Pubco (" Adifex Merger Sub "), and (iv) Adifex Holdings LLC, a Delaware limited liability
company (" Adifex ").

 The Company, Adifex and Amaze
Software, Inc subsequently decided to restructure the transactions contemplated by the Business Combination Agreement, and on March 7,
2025 the Company entered into an Amended and Restated Agreement and Plan of Merger (the "Merger Agreement") to acquire Amaze
Software, Inc. Amaze Software is an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced
e-commerce solutions, and scalable managed services.

 Pursuant to the Merger Agreement,
(i) Merger Sub merged with and into Amaze (the "Merger") with Amaze as the surviving company and a wholly owned subsidiary
of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares
of the Company's Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), plus
warrants (the "Merger Warrants") to purchase an aggregate of 8,750,000 shares of the Company's common stock, par value
$0.001 per share (the "Common Stock").

 As
disclosed under Item 3 - Legal Proceedings,
the Company has been a defendant in a lawsuit styled Timothy Michaels v. Fresh Vine Wine, Inc. filed May 27, 2022 in the Fourth
Judicial District Court, Hennepin County, Minnesota. On January 25, 2024, the jury in the lawsuit rendered a verdict against the
Company awarding damages to Mr. Michaels in the amount of $585,976.25. The damages awarded to Mr. Michaels by the trial court are not
covered by the Company's insurance policies. The Company appealed the verdict and the court of appeals affirmed the judgment in
February 2025, awarding an additional $21,644 in damages. The Company petitioned the supreme court for review on March 12, 2025 and is
awaiting the supreme court's decision on its petition. Although the Company believes it has legal grounds to appeal the verdict,
continued litigation and related actions may be expensive, the outcome of any litigation (including any appeal) is difficult to predict
and the existence of continued litigation may impact the ability of management to focus on other business matters. Furthermore, the Company
will be required to post an appeals bond in order to stay execution of the money judgment pending any appeal. Given the Company's
current financial position, the cost of such an appeals bond is uncertain and may be higher than the typical cost of such a bond or require
the Company to provide cash or other collateral.

 At
the current reduced pace of incurring expenses and without receipt of additional financing, the Company projects that the existing cash
balance will be sufficient to fund current operations into the second quarter of 2025. The Company requires additional debt or equity
financing to satisfy its existing obligations, sustain existing operations, pay expenses associated with its pending business combination
transaction and to satisfy financial related conditions to the closing of such transaction. See "Current Strategy - The Merger"
below. Additional financing may not be available on favorable terms or at all. If additional financing is available, it may be highly
dilutive to existing stockholders and may otherwise include burdensome or onerous terms. The Company's inability to raise additional
working capital in a timely manner will negatively impact the ability to fund operations, generate revenues, maintain or grow the business
and otherwise execute the Company's business plan, including its pursuit of its pending business combination transaction, leading
to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings.
Should this occur, the value of any investment in the Company's securities would be adversely affected.

 These factors raise substantial
doubt about the Company's ability to continue as a going concern. Our financial statements do not include any adjustments relating
to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.

 Our ability to continue as a
going concern in the future will be determined by our ability to generate sufficient cash flow to sustain our operations, raise additional
capital in the form of debt or equity financing and/or complete a successful combination transaction with a suitable target company. Our
forecast of cash resources is forward-looking information that involves risks and uncertainties, and the actual amount of our expenses
could vary materially as a result of a number of factors. We have based our estimates on assumptions that may prove to be wrong, and our
revenue could prove to be less and our expenses higher than we currently anticipate. Management does not know whether additional financing
will be on terms favorable or acceptable to us when needed, if at all. If we are unable to generate sufficient cash flow to fund our operations
and adequate additional funds are not available when required, management may need to curtail its sales and marketing efforts, which would
adversely affect our business prospects, or we may be unable to continue operations.

 Current Strategy

 Acquisition of Amaze Software, Inc.

 On March
7, 2025, the Company completed the acquisition of Amaze Software, Inc., pursuant to an Amended and Restated Agreement and Plan of Merger
(the "Merger Agreement") by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary
of Fresh Vine ("Merger Sub"), Amaze Software, Inc., a Delaware corporation ("Amaze Software"), the stockholders
of Amaze Software listed on Schedule I thereto (each, a "Holder" and together the "Holders"), and Aaron Day, solely
in his capacity as the Holders' Representative (the "Holders' Representative"). Amaze Software is an end-to-end,
creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services.

 Pursuant
to the Merger Agreement, (i) Merger Sub merged with and into Amaze (the "Merger") with Amaze as the surviving company and
a wholly owned subsidiary of Fresh Vine, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition
included 750,000 shares of the Company's Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred
Stock"), plus warrants (the "Merger Warrants") to purchase an aggregate of 8,750,000 shares of Fresh Vine's common
stock, par value $0.001 per share (the "Common Stock").

 The
Merger Agreement contains various covenants of the parties, including covenants providing for (a) the Company to prepare and a file with
the Securities and Exchange Commission (SEC) a proxy statement related to the solicitation of stockholder votes to approve the Fresh
Vine Stockholder Matters (as defined in the Merger Agreement), including the issuance of shares of Common Stock in excess of the Exchange
Share Cap and Individual Holder Share Cap (as defined in the Certificate) and the resulting change in control of Fresh Vine; and (b)
for the Company to prepare and file with the SEC a registration statemen for the purpose of registering for resale the shares of Common
Stock issuable upon conversion of the Series D Preferred Stock and exercise of the Merger Warrants.

 Financing Transactions

 We have funded our operations
through a combination of debt and equity financings.

 During the first quarter of 2023,
the Company distributed, at no charge to holders of the Company's common stock, non-transferable subscription rights to purchase
up to an aggregate of 6,366,129 Units. Each Unit consisted of one share of our common stock and a Warrant to purchase one share of our
common stock. The Warrants were exercisable immediately, expire five years from the date of issuance and have an exercise price of $1.25
per share. For each share of common stock held by a stockholder of the Company on February 22, 2023, the record date of the Rights Offering,
such stockholder received 0.5 subscription rights. Each whole subscription right allowed the holder thereof to subscribe to purchase one
Unit, which we refer to as the basic subscription right, at a subscription price of $1.00 per Unit. In addition, any holder of subscription
rights exercising his, her or its basic subscription right in full was eligible to subscribe to purchase additional Units that remained
unsubscribed in the Rights Offering at the same subscription price per Unit that applied to the basic subscription right, subject to proration
among participants exercising their over-subscription privilege, which we refer to as the over-subscription privilege. The subscription
rights period expired on March 9, 2023, and resulted in stockholders subscribing for 3,143,969 Units. Upon the closing of the Rights Offering,
which occurred on March 14, 2023, we issued 3,143,969 shares of common stock and 3,143,969 Warrants and received aggregate gross cash
proceeds of approximately $3.14 million. After deducting dealer-manager fees and other fees and expenses related to the Rights Offering,
we received net proceeds of approximately $2.7 million. If exercised, additional gross proceeds of up to approximately $3.93 million may
be received through the exercise of Warrants issued in the Rights Offering. The Rights Offering was made pursuant to a registration statement
on Form S-1 (Registration No. 333-269082), which was declared effective by the U.S. Securities and Exchange Commission on February 14,
2023, and the prospectus dated February 22, 2023.

 On August 2, 2023, the Company
entered into a Securities Purchase Agreement with two accredited investors pursuant to which the Company agreed to issue and sell in a
private placement (the "Series A Offering") shares of a newly created series of preferred stock designated as Series A Convertible
Preferred Stock (the "Series A Stock"). Pursuant to the Securities Purchase Agreement, the purchasers collectively agreed
to purchase up to 10,000 shares of Series A Stock at a per share purchase price equal to $100.00, for total gross proceeds of up to $1.0
million. The purchasers purchased 4,000 shares of Series A Stock for an aggregate purchase price of $400,000 on August 4, 2023, purchased
an additional 4,000 shares of Series A Stock for an aggregate purchase price of $400,000 on September 7, 2023, and purchased an additional
2,000 shares of Series A Stock for an aggregate purchase price of $200,000 on December 1, 2023. The Company previously engaged The Oak
Ridge Financial Services Group, Inc. ("Oak Ridge") to serve as a financial adviser to the Company in connection with the capital
raising activities. The Company paid Oak Ridge a $10,000 cash advisory fee upon commencement of the engagement and, in connection with
the Series A Offering, the Company has agreed to pay the Oak Ridge a cash fee equal to 5.0% of the gross proceeds received by the Company
in the Series A Offering, in addition to reimbursing Oak Ridge for its out-of-pocket expenses.

 On October 8, 2024, the Company
entered into Securities Purchase Agreements with two accredited investors, pursuant
to which the Company agreed to sell up to an aggregate principal amount of $600,000 of secured convertible promissory notes ("Notes")
that will be convertible into shares of the Company's common stock, par value $0.001, and warrants ("Warrants") to purchase
up to 740,000 shares of common stock. The Notes were issued with original issuance discount of 20%, resulting in gross proceeds of $500,000
to the Company. The Notes bear no interest unless an event of default occurs, and mature on April 8, 2025. The Notes may be prepaid. Each
Note is convertible into common stock at a conversion price equal to $0.40. A holder of the Note (together with its affiliates) may not
convert any portion of the Note to the extent that the holder would beneficially own more than 9.99% of the outstanding shares of the
Company's common stock immediately after exercise. The conversion price and number of shares of the Company's common stock
issuable upon conversion of the Notes will be subject to adjustment from time to time for any subdivision or consolidation of shares,
dilutive issuances and other events.

 During 2024, the Company sold
a total of 50,000 shares of Series B Convertible Preferred Stock to accredited investors at a purchase price of $100.00 per share in a
private placement pursuant to securities purchase agreements, for a total in gross proceeds of approximately $5 million. Each share of
Series B Stock shall be convertible at the option of the holder thereof into the number of shares common stock ("Conversion Shares")
calculated by dividing the Stated Value by the Conversion Price (the "Conversion Ratio")(subject to the limitations described
below). For such purposes, the "Conversion Price" means $0.45. However, if the Company's common stock fails to continue
to be listed or quoted for trading on a stock exchange (currently, the NYSE American), then the "Conversion Price" thereafter
will mean the lesser of (i) $0.45, or (ii) the closing sale price of the common stock on the trading day immediately preceding the conversion
date; provided that the Conversion Price shall not be less than $0.05 (the "Floor Price").

 Critical Accounting Policies and Estimates

 Management uses estimates and
assumptions in preparing these financial statements in accordance with accounting principles generally accepted in the United States
of America. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets
and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.

 While all significant accounting
policies are more fully described in Note 1 (Summary of Significant Accounting Policies) to our audited financial statements, we
believe that the following accounting policies and estimates are critical to our business operations and understanding of our financial
results.

 Allowance for Doubtful Accounts

 Accounts receivable consists
of amounts owed to us for sales of our products on credit and are reported at net realizable value. Credit terms are extended to customers
in the normal course of business. We perform ongoing credit evaluations of our customers' financial conditions. We estimate allowances
for future returns and doubtful accounts based upon historical experience and its evaluation of the current status of receivables. Accounts
considered uncollectible are written off against the allowance. As of December 31, 2024 and 2023 we had $13,403 and $0 in the allowance
for doubtful accounts, respectively.

 Allowance for Inventory Reserve

 Inventories primarily include
bottled wine which is carried at the lower of cost (calculated using the first-in-first-out ("FIFO") method) or net realizable
value. We reduce the carrying value of inventories that are obsolete or for which market conditions indicate cost will not be recovered
to estimated net realizable value. Our estimate of net realizable value is based on analysis and assumptions including, but not limited
to, historical experience, future demand and market requirements. Reductions to the carrying value of inventories are recorded in cost
of revenues. As of December 31, 2024 and 2023 there was $0 and $111,710 inventory reserve related to estimated net realizable value,
respectively.

 Equity-Based Compensation

 We measure equity-based compensation
cost at the grant date based on the fair value of the award and recognize the compensation expense over the requisite service period,
which is generally the vesting period. We recognize any forfeitures as they occur.

 We measure equity-based compensation
when the service date precedes the grant date based on the fair value of the award as an accrual of equity-based compensation and adjusts
the cost to fair value at each reporting date prior to the grant date. In the period in which the grant occurs, the cumulative compensation
cost is adjusted to the fair value at the date of the grant.

 Off-Balance Sheet Arrangements

 We have not engaged in any off-balance
sheet activities as defined in Item 303(a)(4) of Regulation S-K.

 Accounting Standards and Recent Accounting Pronouncements

 See Note 1 (Summary of Significant
Accounting Policies) to our audited financial statement for a discussion of recent accounting pronouncements.

 Emerging Growth Company Status

 Pursuant to the JOBS Act, a company
constituting an "emerging growth company" is, among other things, entitled to rely upon certain reduced reporting requirements
and is eligible to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public
companies. We are an emerging growth company and have elected to use this extended transition period for complying with new or revised
accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no
longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS
Act. Our financial statements may, therefore, not be comparable to those of other public companies that comply with such new or revised
accounting standards.

 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not required.

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

 Our financial statements and
supplementary data are included beginning on pages F-1 of this report.

 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE.

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Disclosure Controls and Procedures

 Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended (the Exchange Act), defines the term "disclosure controls and procedures" as those controls
and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under
the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms
and that such information is accumulated and communicated to our management, including our principal executive and principal financial
officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 Management, with the participation
of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures,
as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as of December 31, 2024. Based on that evaluation,
our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e)
and 15d-15(e) under the Exchange Act) were not effective as of December 31, 2024 due to the material weakness in internal control over
financial reporting as described below.

 Management's Report on Internal Control Over Financial Reporting

 We are responsible for establishing
and maintaining adequate internal control over financial reporting. As defined in the securities laws, internal control over financial
reporting is a process designed by, or under the supervision of, our principal executive and principal financial officer and effected
by our Board of Directors, management, and other personnel, 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 and includes
those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
acquisitions and dispositions of our 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 our receipts and expenditures are being
made only in accordance with authorizations of management and directors; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

 Under the supervision and with
the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we carried out an evaluation of
the effectiveness of our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of
1934) as of December 31, 2024 based on the criteria in "Internal Control - Integrated Framework (2013)" issued by the Committee
of Sponsoring Organizations of the Treadway Commission ("COSO") in 2013. Based upon this evaluation, we concluded that our
internal control over financial reporting was not effective as of December 31, 2024 due to the following material weaknesses.

 Material Weaknesses in Internal Control Over Financial Reporting; Remediation
Activities

 Management had previously determined
that there were material weaknesses in our internal control over financial reporting resulting from (i) a lack of segregation of incompatible
duties based on the limited number of employees responsible for the Company's accounting and reporting functions and (ii) the lack
of controls to prevent a misstatement in accounting for extinguishments of liabilities in a timely manner. In an effort to remediate the
material weakness in our internal control over financial reporting described above, we intend to take the actions to implement the processes
described below.

 Lack
of segregation of duties. To ensure timely and accurate financial reporting, management is designing processes to keep authorization,
recordkeeping, custody of assets, and reconciliation duties separate, and intends to reevaluate its overall staffing levels within the
accounting, finance and information technology departments and may hire additional staff to enable segregation of duties.

 Review
of gain on extinguishment of liabilities. To ensure timely and accurate financial reporting, management intends to design and
implement additional internal controls to ensure proper support for extinguished liabilities meets the requirements of generally accepted
accounting principles.

 Once the above actions and processes
have been in operation for a sufficient period of time for our management to conclude that the material weaknesses have been fully remediated
and our internal controls over financial reporting are effective, we will consider these material weaknesses fully addressed.

 This annual report does not include
an attestation report of Wipfli, LLP, our independent registered public accounting firm, regarding internal control over financial reporting.
Our management report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Wall
Street Reform and Consumer Protection Act, which exempts nonaccelerated filers from the independent registered public accounting firm
attestation requirement.

 Changes in Internal Control Over Financial Reporting

 There were no changes in our
internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) during the fiscal year
ended December 31, 2024 that has materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.

 ITEM 9B. OTHER INFORMATION.

 None.

 ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

 Not Applicable.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

 The information required by this item will be included
in our definitive proxy statement for the annual meeting of stockholders to be filed with the SEC on or before April 30, 2025, and is
incorporated herein by reference.

 ITEM 11. EXECUTIVE COMPENSATION.

 The information required by this item will be included
in our definitive proxy statement for the annual meeting of stockholders to be filed with the SEC on or before April 30, 2025, and is
incorporated herein by reference.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The information required by this
item will be included in our definitive proxy statement for the annual meeting of stockholders to be filed with the SEC on or before April
30, 2025, and is incorporated herein by reference.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
AND DIRECTOR INDEPENDENCE.

 The information required by this
item will be included in our definitive proxy statement for the annual meeting of stockholders to be filed with the SEC on or before April
30, 2025, and is incorporated herein by reference.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 The information required by this
item will be included in our definitive proxy statement for the annual meeting of stockholders to be filed with the SEC on or before April
30, 2025, and is incorporated herein by reference

 ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 The following exhibits and financial
statements are filed as part of, or are incorporated by reference into, this report:

 (1) Financial Statements

 The following financial statements
are filed with this Annual Report and can be found beginning at page F-1 of this report:

 •

 Report of independent registered public accounting firm

 •

 Balance sheets as of December 31, 2024 and 2023

 •

 Statements of operations for the years ended December 31, 2024 and 2023

 •

 Statements of changes in stockholders' equity/(deficit) for the years ended December 31, 2024 and 2023

 •

 Statements of cash flows for the years ended December 31, 2024 and 2023

 •

 Notes to financial statements

 (2) Financial Statement Schedules

 Separate financial schedules
have been omitted because such information is inapplicable or is included in the financial statements or notes described above.

 (3) Exhibits

 See "Exhibit Index"
following the signature page of this Form 10-K for a description of the documents that are filed as Exhibits to this Annual Report on
Form 10-K or incorporated by reference herein.

 ITEM 16. FORM 10-K SUMMARY.

 Not applicable.

 SIGNATURES

 Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed
on its behalf by the undersigned, thereunto duly authorized.

 Dated: March 31, 2025

 AMAZE HOLDINGS, INC

 By:

 /s/ Michael Pruitt

 Michael Pruitt

 Interim Chief Executive Officer

 KNOW ALL PERSONS BY THESE PRESENTS,
that each person whose signature appears below constitutes and appoints each of Michael Pruitt and Keith Johnson, and each of them, as
his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstituting, for such individual in any and
all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and
other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully for all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or the individual's substitute, may lawfully do or cause to be done by virtue hereof.

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

 Signatures

 Title

 /s/ Michael Pruitt

 Interim Chief Executive Officer and

 Michael Pruitt

 (Principal executive officer)

 /s/ Keith Johnson

 Interim Chief Financial Officer

 March
 31, 2025

 Keith Johnson

 (Principal financial and accounting officer) and Secretary

 /s/ Eric Doan

 Eric Doan

 /s/ Brad Yacullo

 Brad Yacullo

 /s/ David Yacullo

 David Yacullo

 EXHIBIT INDEX

 FORM 10-K

 Exhibit

 Number

 Description

 2.1

 Agreement and Plan of Merger,
 dated as of January 25, 2024, by and among Fresh Vine Wine, Inc., FVW Merger Sub, Inc., and Notes, Live, Inc. (incorporated by reference
 to Exhibit 2.1 to Current Report on Form 8-K filed January 29, 2024)

 2.2

 Business Combination
 Agreement dated as of November 3, 2024 by among VINE, Pubco, Adifex, Adifex Merger Sub and VINE Merger Sub (incorporated
 by reference to Exhibit 2.1 to Current Report on Form 8-K filed November 7, 2024)

 3.1

 Plan of Conversion (incorporated
 by reference to Exhibit 3.1 to Annual Report on Form 10-K filed March 31, 2022)

 3.2

 Articles
 of Incorporation of Fresh Vine Wine, Inc. (incorporated by reference to Exhibit 3.1 to Current Report on Form 8-K
filed December 20, 2021)

 3.3

 Certificate of Designation
 of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Current
 Report on Form 8-K filed on August 2, 2023)

 3.4

 Amendment No. 1 to Certificate
 of Designation of Preferences, Rights and Limitations of Series A Convertible Preferred Stock (incorporated by reference to Exhibit
 3.2 to Current Report on Form 8-K filed on August 2, 2023)

 3.5

 Certificate of Designation
 of Preferences, Rights and Limitations of Series B Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to Current
 Report on Form 8-K filed on March 20, 2024)

 3.6

 Certificate of Amendment to Articles of Incorporation ((incorporated by reference
to Exhibit 3.1 to Current Report on Form 8-K filed March 13, 2025)

 3.7

 Amended and Restated Bylaws
 of Fresh Vine Wine, Inc. (effective as of March 24, 2025 (incorporated by reference to Exhibit 3.2 to Current Report on Form 8-K
 filed March 13, 2025)

 4.1

 Form of specimen certificate
 representing shares of common stock of Fresh Vine Wine, Inc. (incorporated by reference to Exhibit 4.1 to Registration Statement
 on Form S-1/A (File No. 333-261037) filed on November 29, 2021)

 4.2

 Form of Underwriter Warrant
 (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed December 20, 2021)

 4.3

 Form of Common Stock Purchase
 Warrant issued in rights offering (incorporated by reference to Exhibit 4.3 to Registration Statement on Form S-1/A-1 (File No. 333-269082)
 filed on January 27, 2023)

 4.4

 Form of Warrant Agency Agreement
 between Fresh Vine Wine, Inc. and Computershare Trust Company, N.A. (incorporated by reference to Exhibit 4.4 to Registration Statement
 on Form S-1/A-1 (File No. 333-269082) filed on January 27, 2023)

 4.5

 Form of Placement Agent
 Warrant (incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed on April 2, 2024)

 4.6

 Description of the Capital
 Stock Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.3 to Annual
 Report on Form 10-K filed March 31, 2022)

 10.1

 Alternating Proprietorship
 Agreement dated July 2019 by and between Fior di Sole, LLC and Fresh Grapes, LLC (incorporated by reference to Exhibit 10.2 to Registration
 Statement on Form S-1 (File No. 333-261037) filed on November 12, 2021)

 10.2

 Custom Winemaking and Bottling
 Agreement dated September 2019 by and between Fior di Sole, LLC and Fresh Grapes, LLC (incorporated by reference to Exhibit 10.3
 to Registration Statement on Form S-1 (File No. 333-261037) filed on November 12, 2021)

 10.3#

 Form of Founders'
 Option Agreement (incorporated by reference to Exhibit 10.9 to Registration Statement on Form S-1/A (File No. 333-261037) filed on
 November 29, 2021)

 10.4#

 Fresh Vine Wine, Inc. 2021
 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed December 20, 2021)

 10.5#

 Form of Indemnification
 Agreement between Fresh Vine Wine, Inc. and each of its officers and directors (incorporated by reference to Exhibit 10.13 to Registration
 Statement on Form S-1/A (File No. 333-261037) filed November 29, 2021)

 10.6#

 Form
 of Restricted Stock Unit Agreement, pursuant to the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan, between Fresh Vine Wine, Inc.
 and each of Timothy Michaels and Elliot Savoie (incorporated by reference to Exhibit 10.11 to Registration Statement on Form S-1/A
 filed November 29, 2021)

 10.7#

 Separation Agreement
 and Release dated as of February 24, 2022 by and between Fresh Vine Wine, Inc. and Timothy Michaels (incorporated by reference to
 Exhibit 10.1 to Current Report on Form 8-K filed February 25, 2022)

 10.8#

 Amendment No. 1 to Restricted
 Stock Unit Agreement dated as of February 24, 2022 by and between Fresh Vine Wine, Inc. and Timothy Michaels (incorporated by reference
 to Exhibit 10.2 to Current Report on Form 8-K filed February 25, 2022)

 10.9#

 Form of Stock Option Agreement
 under the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.18 to Annual Report on Form 10-K
 filed March 31, 2022)

 10.10#

 Form of Employee Restricted
 Stock Unit Agreement under the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.19 to Annual
 Report on Form 10-K filed March 31, 2022)

 10.11#

 Form of Director Restricted
 Stock Unit Agreement granted under the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.20
 to Annual Report on Form 10-K filed March 31, 2022)

 10.12#

 Form of Employee Restricted
 Stock Agreement under The Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to Quarterly
 Report on Form 10-Q filed May 16, 2022)

 10.13

 Consulting Agreement dated
 effective December 15, 2022 by and between Fresh Vine Wine, Inc. and Tribe of Five, LLC (incorporated by reference to Exhibit 10.1
 to Current Report on Form 8-K filed December 20, 2022)

 10.14#

 Form of Director Restricted
 Stock Agreement under the Fresh Vine Wine, Inc. 2021 Equity Incentive Plan (incorporated by reference to Exhibit 10.31 to Annual
 Report on Form 10-K filed March 31, 2023)

 10.15

 Securities Purchase Agreement
 dated August 2, 2023 (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on August 2, 2023)

 10.16

 Termination Agreement dated
 as of July 31, 2024 between Fresh Vine Wine, Inc. and Notes Live, Inc. (incorporated by reference to Exhibit 10.1 to Current Report
 on Form 8-K filed on August 1, 2024)

 10.17

 Form of Securities Purchase
 Agreement for Notes and Warrants (incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed on October 15, 2024)

 10.18

 Form of Secure Convertible
 Promissory Note (incorporated by reference to Exhibit 10.2 to Current Report on Form 8-K filed on October 15, 2024)

 10.19

 Form of Warrant (incorporated
 by reference to Exhibit 10.3 to Current Report on Form 8-K filed on October 15, 2024)

 10.20

 Form of Security Agreement
 (incorporated by reference to Exhibit 10.4 to Current Report on Form 8-K filed on October 15, 2024)

 10.21

 Form of Guaranty (incorporated
 by reference to Exhibit 10.5 to Current Report on Form 8-K filed on October 15, 2024)

 10.22

 Form of Securities Purchase
 Agreement for Series B Preferred Stock (incorporated by reference to Exhibit 10.6 to Current Report on Form 8-K filed on October
 15, 2024)

 10.23

 Forgivable Promissory Note by
 Amaze Software, Inc. in favor of Fresh Vine Wine, Inc effective October 28, 2024 (incorporated by reference to Exhibit 10.1 to Current
 Report on Form 8-K filed on November 7, 2024)

 10.24

 Security Agreement effective
 October 28, 2024 between Amaze Holding Company LLC and Fresh Vine Wine, Inc. (incorporated by reference to Exhibit 10.2 to Current
 Report on Form 8-K filed on November 7, 2024)

 19.1

 Fresh Vine Wine, Inc.
 Policy on Avoidance of Insider Trading (incorporated by reference to Exhibit 19.1 to Annual Report on Form 10-K filed March, 8, 2024)

 23.1*

 Consent of Wipfli LLP

 24.1

 Power of Attorney (included
 on the signature page of this report)

 31.1*

 Section 302 Certification
 of the Chief Executive Officer

 31.2*

 Section 302 Certification
 of the Chief Financial Officer

 32.1*

 Certification of Chief Executive
 Officer and Chief Financial Officer Pursuant to 18 U.S.C. §1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act
 of 2002

 97.1

 Fresh Vine Wine, Inc. Clawback
 Policy (incorporated by reference to Exhibit 97.1 to Annual Report on Form 10-K filed March 8, 2024)

 101.INS

 101.SCH

 Schema Document.

 101.CAL

 Calculation Linkbase Document.

 101.DEF

 Definition Linkbase Document.

 101.LAB

 Label Linkbase Document.

 101.PRE

 Presentation Linkbase Document.

 Cover Page Interactive Data

 *

 Filed herewith.

 #

 Management contract or compensatory plan

 Certain portions of this exhibit have been omitted because they are both (i) not material and (ii) would be competitively harmful if publicly disclosed.

 The audited financial statements for the periods ended
December 31, 2024 and December 31, 2023 are included on the following pages:

 INDEX TO FINANCIAL STATEMENTS

 Page

 Financial Statements:

 Report of Independent Registered Public Accounting Firm (PCAOB ID# 00 344)

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Equity (Deficit)

 Statements of Cash Flows

 Notes to Financial Statements

 F- 1

 Report of Independent Registered Public Accounting
Firm

 To the Board of Directors and Shareholders

 Amaze Holdings, Inc.

 Opinion on the Financial Statements

 We have audited the accompanying balance sheets of
Amaze Holdings, Inc. (formerly known as Fresh Vine Wine, Inc.) (the "Company") as of December 31, 2024 and 2023, and the related
statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended, 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, 2024 and 2023, and the results of its operations and cash
flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

 Going Concern

 The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has a history of operating
losses and insufficient cash flows from operations, that raises substantial doubt about its ability to continue as a going concern. Management's
plans in regard to these matters are also described in Note 1. The 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 audit 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.

 /s/ Wipfli LLP

 Minneapolis, Minnesota

 We have served as the Company's auditor since 2021.

 F- 2

 BALANCE SHEETS

 December 31, 2024 and 2023

 2024

 2023

 Assets

 Current assets

 Cash

 $
 155,647

 $
 236,340

 Restricted
 cash

 —

 100,000

 Accounts
 receivable, net

 6,966

 172,101

 Note receivable

 3,500,000

 —

 Equity investment

 466,500

 —

 Inventories

 212,494

 337,873

 Prepaid expenses
 and other

 33,830

 42,943

 Interest
 receivable

 36,888

 —

 Total
 current assets

 4,412,325

 889,257

 Other
 assets

 Equity
 investment

 —

 Total
 other assets

 —

 Total
 assets

 $
 4,412,325

 $
 1,389,257

 Liabilities,
 and stockholders' equity (deficit)

 Current
 liabilities

 Accounts
 payable

 $
 1,108,777

 $
 509,337

 Settlement
 payable

 484,735

 585,976

 Accrued expenses

 596,610

 810,723

 Accrued expenses
 - related parties

 309,333

 309,333

 Convertible
 notes payable

 432,105

 —

 Deferred
 revenue

 1,919

 3,407

 Total
 current liabilities

 2,933,479

 2,218,776

 Total
 liabilities

 2,933,479

 2,218,776

 Commitment
 and contingencies – Note 13

 Stockholders'
 equity (deficit)

 Series A preferred stock; $ 0.001 par value – 25,000,000 shares authorized
at December 31, 2024 and 2023; 9,350 and 10,000 shares issued and outstanding at December 31, 2024 and 2023, respectively, preference
in liquidation of $ 1,597,706 and $ 1,541,567 at December 31, 2024 and 2023, respectively

 Series B preferred stock, $ 0.001 par value – 50,000 and 0 shares authorized
at December 31, 2024 and 2023, respectively; 50,000 and 0 shares issued and outstanding at December 31, 2024 and December 31, 2023, respectively,
preference is liquidation of $ 7,500,000 and $ 0 at December 31, 2024 and 2023, respectively.

 —

 Common
 stock, $ 0.001 par value - 100,000,000 shares authorized at December 31, 2024 and 2023; 16,713,398 and 15,976,227 shares issued and
 outstanding at December 31, 2024 and 2023, respectively

 16,713

 15,976

 Additional
 paid-in capital

 30,620,875

 25,631,255

 Accumulated
 deficit

 ( 29,158,801
)

 ( 26,476,760
)

 Total
 stockholders' equity (deficit)

 1,478,846

 ( 829,519
)

 Total
 liabilities and stockholders' equity (deficit)

 $
 4,412,325

 $
 1,389,257

 See accompanying notes to the financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Years Ended December 31, 2024 and 2023

 Year
 ended December 31,

 2024

 2023

 Wholesale revenue

 $
 45,546

 $
 1,328,382

 Direct
 to consumer revenue

 253,519

 497,808

 Total net revenue

 299,065

 1,826,190

 Cost of revenues

 304,884

 4,412,119

 Gross profit
 (loss)

 ( 5,819
)

 ( 2,585,929
)

 Selling, general and administrative
 expenses

 3,112,840

 6,322,184

 Equity-based
 compensation

 6,249

 1,708,218

 Operating
 loss

 ( 3,124,908
)

 ( 10,616,331
)

 Interest income

 36,977

 1,296

 Interest expense

 ( 155,409
)

 —

 Unrealized loss on equity investment

 ( 33,500
)

 —

 Gain on extinguishment of liabilities

 757,854

 —

)

)

 Preferred
 dividends – Series A

 163,055

 Net
 loss attributable to common stockholders

 $
 ( 2,682,041
)

 $
 ( 10,656,902
)

 Weighted average shares outstanding

 Basic

 16,114,964

 15,329,617

 Diluted

 16,114,964

 15,329,617

 Net loss per share - basic

 $
 ( 0.17
)

 $
 ( 0.69
)

 Net loss per share - diluted

 $
 ( 0.17
)

 $
 ( 0.69
)

 See accompanying notes to the financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(DEFICIT)

 For the Years Ended December 31, 2024 and 2023

 Preferred
 Stock
 Series A

 Preferred
 Stock
 Series B

 Common
 Stock

 Additional

 Paid-In

 Accumulated

 Shares

 Amount

 Shares

 Amount

 Shares

 Amount

 Capital

 Deficit

 Total

 Balance,
 December 31, 2022

 —

 $
 —

 —

 $
 —

 12,732,257

 $
 12,732

 $
 21,420,732

 $
 ( 15,819,858
)

 $
 ( 5,613,606
)

 Rights
 offering – common stock and warrants issued

 —

 —

 —

 —

 3,143,969

 3,144

 2,543,584

 —

 2,546,728

 Issuance
 of Series A preferred stock

 10,000

 —

 —

 —

 —

 949,990

 —

 950,000

 Accrued
 preferred dividends, Series A

 —

 —

 —

 —

 —

 —

 —

 ( 41,867
)

 ( 41,867
)

 Equity-based
 compensation

 —

 —

 —

 —

 1,641,332

 1,641

 715,408

 —

 717,049

 Stock
 forfeiture

 —

 —

 —

 —

 ( 1,541,331
)

 ( 1,541
)

 1,541

 —

 —

 Net
 loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance, December
 31, 2023

 10,000

 —

 —

 15,976,227

 15,976

 25,631,255

 ( 26,476,760
)

 ( 829,519
)

 Issuance
 of Series B preferred stock

 —

 —

 50,000

 —

 —

 4,751,087

 —

 4,751,137

 Accrued
 preferred dividends, Series A

 —

 —

 —

 —

 —

 —

 —

 ( 163,055
)

 ( 163,055
)

 Equity-based
 compensation

 —

 —

 —

 —

 —

 —

 6,258

 —

 6,258

 Stock
 forfeitures

 —

 —

 —

 —

 ( 10,000
)

 ( 10
)

 —

 —

 ( 10
)

 Series
 A preferred stock conversion

 ( 650
)

 ( 1
)

 —

 —

 747,171

 8,971

 —

 9,717

 Issuance
 of warrants, with conversion of notes payable

 —

 —

 —

 —

 —

 —

 223,304

 —

 223,304

 Net
 loss

 —

 —

 —

 —

 —

 —

 —

)

)

 Balance,
 December 31, 2024

 9,350

 $

 50,000

 $

 16,713,398

 $
 16,713

 $
 30,620,875

 $
 ( 29,158,801
)

 $
 1,478,846

 See accompanying notes to the financial statements.

 F- 5

 STATEMENTS OF CASH FLOWS

 For the Years Ended December 31, 2024 and 2023

 2024

 2023

 Cash flows from operating activities

 $
)

 $
)

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

 Amortization of original issue discount

 155,409

 —

 Unrealized loss on equity investment

 33,500

 —

 Gain on extinguishment of liabilities

 ( 757,854
)

 —

 Equity-based compensation

 6,249

 1,708,218

 Inventory write-down

 —

 1,844,210

 Allowance for doubtful accounts

 13,403

 37,733

 Changes in operating assets and liabilities

 Accounts receivable

 151,732

 87,216

 Insurance recovery receivable

 —

 804,907

 Inventories

 125,379

 1,514,115

 Prepaid expenses and other

 9,113

 605,268

 Interest receivable

 ( 36,888
)

 —

 Accounts payable

 632,634

 ( 79,867
)

 Accrued compensation

 —

 ( 420,413
)

 Settlement payable

 ( 101,241
)

 ( 664,024
)

 Accrued expenses

 ( 357,208
)

 345,923

 Accrued expenses - related parties

 —

 29,333

 Deferred revenue

 ( 1,488
)

 ( 6,593
)

 Net cash used in operating activities

 ( 1,931,830
)

 ( 4,809,009
)

 Cash flows from investing activities

 Note receivable

 ( 3,500,000
)

 —

 Equity investment

 —

 ( 500,000
)

 Net cash used in investing activities

 ( 3,500,000
)

 ( 500,000
)

 Cash flows from financing activities

 Proceeds from note payable

 42,500

 —

 Proceeds from convertible notes payable and warrants

 —

 Proceeds from Series A issuance of preferred stock – net of issuance costs

 —

 950,000

 Proceeds from Series B issuance of preferred stock – net of issuance costs

 4,751,137

 —

 Payments on note payable

 ( 42,500
)

 —

 Proceeds from rights offering – net of issuance costs

 —

 2,615,014

 Net cash provided by financing activities

 5,251,137

 3,565,014

 Net decrease in cash

 ( 180,693
)

 ( 1,743,995
)

 Cash and restricted cash - beginning of year

 336,340

 2,080,335

 Cash and restricted cash - end of year

 $
 155,647

 $
 336,340

 2024

 2023

 Supplemental disclosure of non-cash activities investing and financing activities:

 Dividends declared but not paid

 $
 163,055

 $

 Equity warrants issued in conjunction with convertible notes payable

 $
 223,305

 $
 —

 Series A preferred stock converted to common stock

 $
 65,000

 $
 —

 Series A preferred dividends converted to common stock

 $
 9,717

 $
 —

 See accompanying notes to the financial statements.

 F- 6

 Notes to Financial Statements

 December 31, 2024 and 2023

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 Nature of Business

 Effective March 24, 2025 (the "Effective Date"),
Fresh Vine Wine, Inc. was renamed "Amaze Holdings, Inc." ("Amaze"). Amaze Holdings, Inc. ("the Company",
"our", "we"), a Nevada corporation, is a premium wine brand built to complement consumers' healthy and active
lifestyles. The Company provides a competitively priced premium product that is blended to deliver several important benefits, such as
low-cal, low-sugar, low-carb. The Company's wines are also gluten-free and keto and vegan friendly.

 The Company's revenue is comprised primarily
of wholesale and direct to consumer (DTC) sales. Wholesale revenue is generated through
sales to distributors located in states throughout the United States of America. DTC revenue is generated from individuals purchasing
wine directly from the Company through club membership and the Company's website.

 Basis of Presentation

 The Company's financial statements have been
prepared and are presented in accordance with United States generally accepted accounting principles ("U.S. GAAP"). The financial
statements include, in the opinion of management, all adjustments, consisting of normal and recurring items, necessary for the fair presentation
of the financial statements. In certain instances, amounts reported in prior period financial statements have been reclassified to conform
to the current financial statement presentation.

 Liquidity, Going Concern, and Management
Plan

 Historically, the Company has incurred losses, which
has resulted in an accumulated deficit of approximately $ 29.2 million as of December 31, 2024. Cash flows used in operating activities
were $ 1.9 million and $ 4.8 million for the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024, the
Company had approximately $ 1 million in working capital, inclusive of $ 156,000 in cash and cash equivalents. The Company has increased
its liquidity by termination of sponsorship contracts and through the issuance of debt and equity.

 The Company received gross proceeds of approximately
$ 5 million from a preferred stock offering and $ 500,000 from the issuance of convertible notes payable during the year ended December
31, 2024.

 The Company's ability to continue as a going
concern is dependent on its ability to meet its liquidity needs through a combination of factors including but not limited to, cash and
cash equivalents, working capital and strategic capital raises. The ultimate success of these plans is not guaranteed.

 In considering our forecast for the next twelve months
and the current cash and working capital as of the filing of this Form 10-K, such matters create a substantial doubt regarding the Company's
ability to meet their financial needs and continue as a going concern.

 The Company will need additional debt or equity financing
to sustain existing operations. If adequate financing is not available, the Company will be forced to take measures to severely reduce
our expenses and business operations or discontinue them completely. Such financing, if available, may be dilutive. At the current reduced
pace of incurring expenses and with receipt of additional financing and the receipt of proceeds from the expected sales of inventory,
the Company projects that the existing cash balance will be sufficient to fund current operations into the second quarter of 2025, after
which additional financing or capital will be needed to satisfy obligations. Additional financing may not be available on favorable terms
or at all. If additional financing is available, it may be highly dilutive to existing shareholders and may otherwise include burdensome
or onerous terms. The Company's inability to raise additional working capital in a timely manner would negatively impact the ability
to fund operations, generate revenues, maintain or grow the business and otherwise execute the Company's business plan, leading
to the reduction or suspension of operations and ultimately potentially ceasing operations altogether and initiating bankruptcy proceedings.
Should this occur, the value of any investment in the Company's securities would be adversely affected.

 F- 7

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 These factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue
as a going concern.

 Business Combination
Agreement with Adifex

 On November 3, 2024, the
Company entered into a Business Combination Agreement (the "Business Combination Agreement") with (i) Amaze Holdings Inc.,
a Delaware corporation and wholly owned subsidiary of the Company ("Pubco"), (ii) VINE Merger Sub Inc., a Delaware corporation
and wholly subsidiary of Pubco (" VINE Merger Sub "), (iii) Adifex Merger Sub LLC, a Delaware limited liability company
and wholly owned subsidiary of Pubco (" Adifex Merger Sub "), and (iv) Adifex Holdings LLC, a Delaware limited liability
company (" Adifex ").

 Agreement and Plan of Merger with Amaze Software,
Inc.

 On March 7, 2025, the Company completed the acquisition
of Amaze Software, Inc. (the "Acquisition"), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of
March 7, 2024 (the "Merger Agreement") by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned
subsidiary of the Company ("Merger Sub"), Amaze Software, Inc., a Delaware corporation, the stockholders of Amaze Software,
Inc. (each, a "Holder" and together the "Holders"), and Aaron Day, solely in his capacity as the Holders'
Representative (the "Holders' Representative"). Amaze Software, Inc. is an end-to-end, creator-powered commerce platform
offering tools for seamless product creation, advanced e-commerce solutions, and scalable managed services.

 Pursuant to the Merger Agreement, (i) Merger Sub merged
with and into Amaze Software, Inc. (the "Merger") with Amaze Software, Inc. as the surviving company and a wholly owned subsidiary
of the Company, and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares
of the Company's Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), plus
warrants (the "Merger Warrants") to purchase an aggregate of 8,750,000 shares of the Company's common stock, par value
$0.001 per share (the "Common Stock"). See Note 15.

 Termination of Agreement and Plan of Merger
with Notes Live

 On January 25, 2024, the Company, FVW Merger
Sub, Inc., a Colorado corporation and a wholly-owned subsidiary of the Company ("Merger Sub"), and Notes, Live,
Inc., a Colorado corporation ("Notes Live"), entered into an Agreement and Plan of Merger (the "Merger Agreement")
pursuant to which, among other things, and subject to the satisfaction or waiver of certain conditions set forth in the Merger Agreement,
Merger Sub will merge with and into Notes Live, with Notes Live continuing as a wholly-owned subsidiary of the Company and the surviving
corporation of the merger (the "Merger"). On July 31, 2024, the Merger Agreement was terminated.

 Accounting Estimates

 Management uses estimates and assumptions in preparing
these financial statements in accordance with U.S. GAAP. Those estimates and assumptions affect the reported amounts of assets and liabilities,
the disclosure of contingent assets and liabilities, and the reported revenues and expenses. Actual results could differ from those estimates.
Significant items subject to such estimates and assumptions include allowance for doubtful accounts, allowance for inventory obsolescence,
equity-based compensation for employees and non-employees, and the valuation of deferred tax assets.

 Cash

 The Company maintains its accounts at two financial
institutions. At times throughout the year, the Company's cash balances may exceed amounts insured by the Federal Deposit Insurance
Corporation. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant credit risk.

 Restricted Cash

 Included in the cash balance is a balance of approximately
$ 0 and $ 100,000 as of December 31, 2024 and 2023, respectively, that the Company's operating bank has required us to maintain as
a security for collectability of automated clearing house transactions. These funds are held in a separate account and are not available
for disbursements.

 F- 8

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

 Accounts Receivable

 Accounts receivable consists of amounts owed to the
Company for sales of the Company's products on credit and are reported at net realizable value. Credit terms are extended to customers
in the normal course of business. The Company performs ongoing credit evaluations of its customers' financial conditions. The Company
estimates allowances for future returns and doubtful accounts based upon historical experience and its evaluation of the current status
of receivables. Accounts considered uncollectible are written off against the allowance. As of December 31, 2024 and 2023, the balance
in allowance for doubtful accounts is approximately $ 13,400 and $ 0, respectively.

 Inventories

 Inventories primarily include bottled wine which is
carried at the lower of cost (calculated using the average cost method) or net realizable value.

 The Company reduces the carrying value of inventories
that are obsolete or for which market conditions indicate cost will not be recovered to estimated net realizable value. The Company's
estimate of net realizable value is based on analysis and assumptions including, but not limited to, historical experience, future demand,
and market requirements. Reductions to the carrying value of inventories are recorded in cost of revenues. As of December 31, 2024
and 2023, the Company had recorded an inventory allowance of approximately $ 0 and $ 112,000, respectively.

 Investment in Equity Securities

 The Company accounts for equity investments that do
not provide the Company the ability to exert significant influence over the operating or financial decisions of the investee under the measurement alternative for non-marketable equity securities under ASC 321 Investments – Equity Securities. In accordance
with ASC 321, the non-marketable equity securities are initially measured at cost and reviewed at year end for impairment and fair value
changes.

 The Company accounts for equity investments in public
companies by adjusting the fair value at each reporting period based on the readily determinable fair value.

 The Company holds one investment in Venu Holding
Corp, previously known as Notes Live, Inc. For the year ended December 31, 2023, this investment was recorded at cost and reviewed for
impairment. As of December 31, 2023, there were no changes recorded for the value of the investment since the initial measurement. However,
in 2024, Venu Holding Corp. went public and now has a readily determinable fair value. As of December 31, 2024, the Company recorded
an unrealized loss of approximately $ 34,000.

 Revenue recognition

 The Company's total
revenue reflects the sale of wine domestically in the U.S. to wholesale distributors or DTC customers. Under ASC Topic 606, Revenue
from Contracts with Customers ("ASC 606"), the Company recognizes revenue when control of the promised good is transferred
to the customer in an amount that reflects the consideration for which the Company is expected to be entitled to receive in exchange for
those products. Each contract includes a single performance obligation to transfer control of the product to the customer. Control is
transferred when the product is either shipped or delivered, depending on the shipping terms, at which point the Company recognizes the
transaction price for the product as revenue. The Company has elected to account for shipping and handling as a fulfillment activity,
with amounts billed to customers for shipping and handling included in total revenue.

 The Company also generates
revenue through membership in its wine club. Wine club members pay a monthly fee, which varies depending on level of membership, and are
entitled to receive quarterly shipments of wine, free shipping, and discounts on other wine and merchandise purchased. The Company recognizes
revenue for the monthly membership dues when the product is delivered. Any membership dues received before the product is delivered is
recorded as deferred revenue on the Company's balance sheet.

 F- 9

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 ASC 606 notes that when another
party is involved in providing goods or services to a customer, the entity should determine whether the nature of its promise is
a performance obligation to provide the specified goods or services itself (that is, the entity is a principal) or to arrange
for those goods or services to be provided by the other party (that is, the entity is an agent). The Company does not bear responsibility
for inventory losses and does not have pricing determination; therefore, the Company would be considered the agent and revenue should
be recognized as net sales.

 Products are sold for cash or on credit terms. Credit
terms are established in accordance with local and industry practices, and typically require payment within 30-60 days of delivery or
shipment, as dictated by the terms of each agreement. The Company has elected the practical expedient to not account for significant financing
components as its payment terms are less than one year, and the Company determines the terms at contract inception. The Company's
sales terms do not allow for the right of return.

 The following table presents
the percentages of total revenue disaggregated by sales channels for the years ended December 31, 2024 and 2023:

 Year ended

 December
 31,

 2024

 2023

 Wholesale

 15.2
 %

 72.7
 %

 Direct
 to consumer

 84.8
 %

 27.3
 %

 Total
 revenue

 100.0
 %

 100.0
 %

 Contract Balances and Receivables

 When the Company receives pre-orders or payment from
a customer prior to transferring the product under the terms of a contract, the Company records deferred revenue, which represents a contract
liability. The Company will record deferred revenue when cash is collected from customers prior to the wine shipment date. The Company
does not recognize revenue until control of the wine is transferred and the performance obligation is met. When the Company does not receive
payment from a customer prior to or at the transfer of the product under the terms of a contract, the Company records an accounts receivable.

 Contract liabilities as of December 31, 2024 and 2023,
and January 1, 2023 were $ 1,919, $ 3,407 and $ 10,000, respectively. Revenue recognized in 2024 and 2023 from contract liabilities as of
December 31, 2023 and December 31, 2022 was $ 3,407 and $ 10,000, respectively.

 Receivables with customers as of December 31, 2024
and 2023, and January 1, 2023, were $ 6,966, $ 172,101 and $ 259,317, respectively.

 Fair Value of Financial Instruments

 The Company's accounting for fair value measurements
of assets and liabilities that are recognized or disclosed at fair value in the financial statements on a recurring or nonrecurring basis
adheres to the Financial Accounting Standards Board (FASB) fair value hierarchy that prioritizes the inputs to valuation techniques used
to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements).
The three levels of the fair value hierarchy are as follows:

 •

 Level 1 Inputs: Unadjusted quoted prices in active markets for identical assets or liabilities accessible to the Company at the measurement date.

 •

 Level 2 Inputs: Other than quoted prices included in Level 1 inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the asset or liability.

 F- 10

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

 •

 Level 3 Inputs: Unobservable inputs for the asset or liability used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at measurement date.

 The level in the fair value hierarchy within which
a fair measurement in its entirety falls is based on the lowest level input that is significant to the fair value measurement in its entirety.

 December 31, 2024

 Level 1

 Level 3

 Total

 Venu Holding Corp. (formerly known as Notes Live, Inc.)

 $
 466,500

 $
 —

 $
 466,500

 December 31, 2023

 Level 1

 Level 3

 Total

 Venu Holding Corp. (formerly known as Notes Live, Inc.)

 $
 —

 $

 $

 The carrying values of cash, accounts receivable,
accounts payable, deferred revenue and other financial working capital items approximate fair value at December 31, 2024 and 2023, due
to the short maturity nature of these items.

 Income Taxes

 The
Company accounts for income taxes in accordance with Codification Topic 740, Income Taxes, which requires that we recognize a
current tax liability or asset for current taxes payable or refundable and a deferred tax liability or asset for the estimated future
tax effects of temporary differences and carryforwards to the extent they are realizable. The Company considers future taxable income
and feasible tax planning strategies in assessing the need for a valuation allowance against our deferred tax assets at the end of each
quarter. If the Company determines that it is more likely than not that we will realize our deferred tax assets in the future in excess
of the net recorded amount over a reasonably short period of time, a reduction of the valuation allowance would increase income in the
period such determination was made. Likewise, if we determine that it is more likely than not that we will not realize all or part of
our net deferred tax asset in the future, an increase to the valuation allowance would be charged to income in the period such determination
was made.

 The Company recognizes uncertain tax positions in
accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination
by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, the Company recognizes the largest
amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. The Company recognizes interest and/or
penalties related to uncertain tax positions in income tax expense. There were no uncertain tax positions as of December 31, 2024 or
2023, and as such, no interest or penalties were recorded to income tax expense. As of December 31, 2024 and 2023, the Company has no
unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact the
effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next 12
months.

 Equity-Based Compensation

 The Company measures equity-based compensation cost
at the grant date based on the fair value of the award and recognizes the compensation expense over the requisite service period, which
is generally the vesting period. The Company recognizes any forfeitures as they occur.

 F- 11

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

 The Company measures equity-based compensation when
the service inception date precedes the grant date based on the fair value of the award as an accrual of equity-based compensation and
adjusts the cost to fair value at each reporting date prior to the grant date. In the period in which the grant occurs, the cumulative
compensation cost is adjusted to the fair value at the date of the grant.

 See
Note 10 for
further discussion of equity-based compensation incurred in 2024 and 2023.

 Gain on Extinguishment of Liabilities

 Under ASC 405-20, the Company recognizes gains or
losses arising from the extinguishment of liabilities, depending on the nature of the contract and the underlying transaction. A gain
on extinguishment is considered to occur when the parties to a contract agree to terminate or modify their obligations in exchange for
a negotiated payment or other consideration. Gains recognized when all performance obligations under the contract have been satisfied
or legally extinguished, and the consideration paid is less than the carrying amount of any liabilities derecognized or assets transferred.

 In 2024, the Company extinguished certain liabilities
that resulted in a gain on extinguishment of liabilities of approximately $ 758,000.

 Advertising

 The Company expenses the costs of advertising as incurred.
Advertising expense for the years ended December 31, 2024 and 2023, was approximately $ 343,000 and $ 1.6 million, respectively.

 Application of New or Revised Accounting
Standards

 Pursuant to the Jumpstart Our Business Startups Act
of 2012 (the "JOBS Act"), a company constituting an "emerging growth company" is, among other things, entitled
to rely upon certain reduced reporting requirements and is eligible to take advantage of an extended transition period to comply with
new or revised accounting standards applicable to public companies.

 The Company is an emerging growth company and has
elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates
for public and private companies until the earlier of the date that the Company (i) is no longer an emerging growth company or (ii) affirmatively
and irrevocable opts out of the extended transition period provide in the JOBS Act.

 NYSE Listing Requirements

 On September 8, 2023, the Company received a written
notice (the "Notice") from NYSE American stating that it was not in compliance with Section 1003(a)(ii) of the NYSE American
Company Guide (the "Company Guide"), which requires a listed company that has reported losses from continuing operations and/or
net losses in three of its four most recent fiscal years to maintain at least $4 million of stockholders' equity. The Company
reported stockholders' equity of approximately $1.5 million as of December 31, 2024 and have had losses from continuing operations
and/or net losses in each of the fiscal years ended December 31, 2020, 2021, 2022 and 2023. As required by the NYSE American, the Company
submitted a plan to the NYSE American on October 9, 2023 addressing actions it has taken and how it intends to regain compliance with
the continued listing standards within the required 18 month period ending March 8, 2025.

 On November 21, 2023, the Company received notification
(the "Acceptance Letter") from NYSE American that the Company's plan to regain compliance with NYSE American's
listing standards was accepted. The Acceptance Letter also stated that the Company is not in compliance with Section 1003(a)(i)
of the Company Guide, which requires an issuer to have stockholders' equity of $2.0 million or more if it has reported losses from
continuing operations and/or net losses in two out of its three most recent fiscal years. NYSE American has granted the Company a plan
period through March 8, 2025 to regain compliance with Sections 1003(a)(i) and (ii) of the Company Guide. If the Company is not in compliance
with all continued listing standards by that date or if the Company does not make progress consistent with the plan during the plan period,
the Company will be subject to delisting proceedings.

 F- 12

 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)

 On March 10, 2025 the Company received notification
that it has resolved the stockholders' equity deficiency with respect to Section 1003(a)(i) and (ii) of the NYSE American Company
Guide, and that the Company is now in compliance with the NYSE American continued listing standards relating to stockholders' equity.

 Recently Issued Accounting Pronouncements

 In November of 2024, the FASB issued ASU 2024-03,
 Disaggregation of Income Statement Expenses, to provide disaggregated disclosures of specific expense categories underlying all
relevant income statement expense line items on an annual and interim basis. The disclosure requirements will be applied on a prospective
basis, with the option to apply it retrospectively. The effective date for the standard is for fiscal years beginning after December 15,
2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is evaluating
ASU 2024-03 to determine its impact on our financial statements.

 In
December of 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which includes
amendments that enhance income tax disclosures, primarily through standardization and disaggregation of income tax rate reconciliation
categories and income taxes paid by jurisdiction. The amendments are effective for annual periods beginning after December 15, 2024,
with early adoption permitted, and may be applied either prospectively or retrospectively. The Company is currently evaluating ASU 2023-09
to assess the impact on our financial statement disclosures and to determine the transition method in which the new guidance will be
adopted.

 2. LOSS PER SHARE

 Basic net loss per share is determined by dividing
net loss attributable to shareholders by the weighted-average shares outstanding during the period. Diluted EPS reflects potential dilution
and is computed by dividing net loss by the weighted average number of common shares outstanding during the period increased by the numbers
of additional common shares that would have been outstanding if all potential common shares had been issued and were dilutive. However,
potentially dilutive securities are excluded from the computation of diluted EPS to the extent that their effect is anti-dilutive. The
following table shows the components of diluted shares for the years ending:

 2024

 2023

 Numerator:

 $
)

 $
)

 Less: dividends on preferred stock

 163,055

 Net loss attributable to common stockholders

 $
 ( 2,682,041
)

 $
 ( 10,656,902
)

 Denominator:

 Basic – weighted shares outstanding

 16,114,964

 15,329,617

 Dilutive effect from shares authorized

 —

 —

 Diluted – weighted shares outstanding

 16,114,964

 15,329,617

 Basic loss per share

 $
 ( 0.17
)

 $
 ( 0.69
)

 Diluted loss per share

 $
 ( 0.17
)

 $
 ( 0.69
)

 At December 31, 2024 and 2023, 24,824,972 and
 14,748,862 potential shares have been excluded from the calculation of diluted weighted average shares outstanding as the inclusion
of these shares would have an anti-dilutive effect.

 F- 13

 3. INVENTORIES

 Inventories primarily include bottled wine which is
carried at the lower cost (calculated using the average cost method) or net realizable value. During 2024 and 2023, the Company recorded
$ 0 and $ 1.8 million, respectively, inventory write down to net realizable value, which is recorded in cost of revenue in the financial
statements. The write-down was the result of entering into an agreement to sell products at a price that was lower than the Company's
cost. The finished goods inventory at December 31, 2023 includes a valuation reserve of $ 112,000. Inventories consist of the following
at:

 2024

 2023

 Inventory – finished goods

 $
 212,494

 $
 337,873

 4. PREPAID EXPENSES AND OTHER ASSETS

 Prepaid expenses and other assets consist of the following
at:

 2024

 2023

 Employee advance

 $
 24,000

 $
 —

 Prepaid marketing expenses

 2,459

 9,871

 Prepaid insurance

 7,371

 33,072

 Total

 $
 33,830

 $
 42,943

 5. NOTE RECEIVABLE

 The Company and Amaze Software, Inc. entered into
a promissory note (the "Amaze Note") effective October 28, 2024, under which the Company agreed to lend to Amaze Software,
Inc. the principal sum of up to $ 3.5 million to facilitate continued operations. The Amaze Note bears interest at 6.00 % per annum until
the closing date of the Business Combination, see Note 1. If the Business Combination did not close, the interest rate would have increased
to 12% per annum from the date that negotiations ceased. The unpaid principal plus accrued interest was due and payable on the date that
is 9 months after the date on which the Company or Amaze Software, Inc. provided notice to the other that negotiations had ceased if the
Business Combination did not close. Provided there was no event of default, the Amaze Note would be forgiven on the date the Business
Combination Agreement (detailed below) closes. The Amaze Note was secured by all of the assets of its subsidiary, Amaze Holding Company
LLC. The balance of the note receivable is $ 3,500,000 as of December 31, 2024. Subsequent to December 31, 2024, the Amaze Note was amended
to a principal sum of up to $ 4.4 million. Upon the completion of the merger in March 2025, this note receivable and related accrued interest
was forgiven.

 6. INVESTMENTS

 In December 2023, the Company made a $ 500,000 investment
for 50,000 shares of Class D common stock (formerly Class C common stock) of Venu Holding Corporation (formerly known as Notes Live, Inc.).
The Company recorded an unrealized loss of $ 33,500 bringing the investment balance to $ 466,500 as of December 31, 2024. See Note 1 for
further details.

 F- 14

 7. ACCRUED EXPENSES

 Accrued expenses consist of the following at:

 2024

 2023

 Sponsorship agreements

 $
 50,000

 $
 608,818

 Accrued credit card charges

 9,443

 7,275

 Series A Stock dividends

 195,206

 Legal and professional

 86,187

 125,704

 Investment deposit

 167,000

 —

 Other accrued expenses

 88,774

 27,059

 Total

 $
 596,610

 $
 810,723

 Accrued sponsorship agreements relate to marketing
contracts with unrelated parties within the sports and entertainment industry. The terms of the agreements range from two to four years with
annual payments ranging from $ 103,000 to $ 216,000 per agreement. The total expense relating to these agreements for the years
ended December 31, 2024 and 2023, was approximately $ 297,000 and $ 374,000, respectively. During the fourth quarter of 2024, the Company
entered into settlement agreements with two contracts, resulting in a gain on settlement of approximately $ 725,000.

 Accrued credit card charges primarily consist of
warehouse, shipping and other operating costs paid via Company credit card as a tool for managing cashflow.

 8. NOTE PAYABLE

 Note payable consists of the following:

 2024

 2023

 Convertible notes

 600,000

 —

 Less: discount on convertible notes

 ( 167,895
)

 —

 Total convertible notes, net of discount

 $
 432,105

 $
 —

 In October 2024, the Company entered into Securities
Purchase Agreements (the "Securities Purchase Agreements") with two accredited investors, pursuant to which the Company agreed
to sell up to an aggregate principal amount of $ 600,000 of secured convertible promissory notes ("Notes") that are convertible
into shares of the Company's common stock, par value $ 0.001 per share and warrants. The Notes were issued with original issuance
discount of 20 %, resulting in gross proceeds of $ 500,000 to the Company. The Notes bear no interest unless an event of default occurs,
and mature on April 4, 2025, and are secured by all assets of the Company. The Notes may be prepaid without penalty. Each Note is convertible
into common stock at a conversion price equal to $ 0.40 per share.

 In connection with the Securities Purchase Agreements,
the Company issued warrants with an exercise period of five years to purchase up to 740,000 shares of the common stock at an exercise
price of $0.40 per share.

 The Company reviewed the warrants in connection with
the Securities Purchase Agreements under ASC 815 and concluded that the warrants are not in scope of ASC 480 and are not subject to the
derivative guidance under ASC 815. Accordingly, the warrants were equity-classified. As such the principal value of the Notes was allocated
using the relative fair value basis of all instruments. As the warrants were issued with another instrument the purchase price was allocated
using the relative fair value method (i.e., warrants at its fair value and the Notes at its principal value allocated using the relative
fair value of the proceeds received and applied proportionally to the equity classified warrants and Notes).

 F- 15

 8. NOTE PAYABLE (continued)

 As of December 31, 2024, the Company received cash
proceeds of $ 500,000. As such the Company recorded the fair value of the warrants of approximately $ 223,000 based on the relative value
basis. The Company recorded original issue discount of approximately $ 323,000.

 In 2024, the Company received proceeds of $ 42,500
for non-interest bearing, short-term notes payable. These notes were paid in full during 2024.

 As of December 31, 2024, the Notes net of unamortized
debt discount was approximately $ 432,000. The Company recognized approximately $ 155,000 of the amortized debt discount in interest expense
for the year ended December 31, 2024.

 Principal maturities of the Company's notes payable are as follows:

 Years
 Ending December 31,

 Amount

 2025

 $

 600,000

 2026

 —

 2027

 —

 2028

 —

 Total

 $

 600,000

 9. STOCKHOLDERS' EQUITY

 Rights offering

 During the first quarter of 2023, the Company distributed,
at no charge to holders of the Company's common stock, non-transferable subscription rights to purchase up to an aggregate of 6,366,129 Units.
Each Unit consisted of one share
of our common stock and a warrant ("Rights Offering Warrants") to purchase one share
of our common stock. The Rights Offering Warrants were exercisable immediately, expire five years from the date of issuance
and have an exercise price of $ 1.25 per
share. For each share of common stock held by a stockholder of the Company on February 22, 2023, the record date of the Rights Offering,
such stockholder received 0.5 subscription
rights. Each whole subscription right allowed the holder thereof to subscribe to purchase one Unit, which the Company refers to as the
basic subscription right, at a subscription price of $ 1.00 per
Unit. In addition, any holder of subscription rights exercising his, her or its basic subscription right in full was eligible to subscribe
to purchase additional Units that remained unsubscribed in the Rights Offering at the same subscription price per Unit that applied to
the basic subscription right, subject to proration among participants exercising their over-subscription privilege, which the Company
refers to as the over-subscription privilege. Upon the closing of the Rights Offering, which occurred on March 14, 2023, the Company
issued 3,143,969 shares
of common stock and 3,143,969 Rights
Offering Warrants and received aggregate gross cash proceeds of approximately $ 3.14 million.
After deducting dealer-manager fees and other fees and expenses related to the Rights Offering, the Company received net proceeds of
approximately $ 2.6 million. If
exercised, additional gross proceeds of up to approximately $ 3.93 million
may be received through the exercise of warrants issued in the Rights Offering.

 Series A Convertible Preferred Stock

 On July 27,
2023, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations
of Series A Convertible Preferred Stock, par value $ 0.001 per share (the "Series A Stock"), which was amended on August 1, 2023 prior to the
issuance of any shares of Series A Stock by filing Amendment No. 1 thereto (as so amended, the "Certificate"). The Certificate
designates 10,000 shares of the Company's undesignated preferred stock as Series A Stock and establishes the
rights and preferences of Series A Stock.

 On August 2, 2023, the Company entered into a Securities
Purchase Agreement with two accredited investors (the "Purchasers") pursuant to which the Company agreed to issue and sell
in a private placement (the "Offering") shares of Series A Stock.

 F- 16

 9. STOCKHOLDERS' EQUITY (continued)

 Pursuant to the Securities Purchase Agreement, the
Purchasers collectively agreed to purchase up to 10,000 shares
of Series A Stock at a per share purchase price equal to $ 100.00 (the
"Stated Value"), for total gross proceeds of up to $ 1.0 million.
The Purchasers agreed to purchase 4,000 shares
of Series A Stock for an aggregate purchase price of $ 400,000 at
an initial closing of the Offering (the "Initial Closing"), which occurred on August 2, 2023. The Securities Purchase Agreement
provided that the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an additional 4,000 shares
of Series A Stock at a second closing (the "Second Closing"), which occurred on September 7, 2023. The Securities Purchase
Agreement provided that the Company will issue and sell to the Purchasers, and the Purchasers will purchase, an additional 2,000 shares
of Series A Stock at an optional closing (the "Optional Closing"), which occurred on December 1, 2023.

 Each share of Series A Stock is convertible, at any
time and from time to time from and after the date of the Initial Closing at the option of the holder thereof, into the number of shares
of common stock ("Conversion Shares") calculated by dividing the Stated Value by a conversion price (the "Conversion
Price") of $ 0.10. However, if the Company's common stock fails to continue to be listed or quoted for trading on a stock exchange,
then the Conversion Price thereafter will mean the lesser of (i) $ 0.10, or (ii) the closing sale price of the common stock on the trading
day immediately preceding the conversion date; provided that the Conversion Price shall not be less than $ 0.05 (the "Floor
Price"). The Conversion Price is subject to standard adjustments based stock splits, stock dividends, stock combinations and the
like, and the Floor Price is also subject to anti-dilution adjustments resulting from future offerings of common stock (or common stock
equivalents) at a price less than the prevailing Conversion Price.

 Upon any liquidation, dissolution or winding-up of
the Company, whether voluntary or involuntary (a "Liquidation"), the Holders shall (i) first be entitled to receive out of
the assets, whether capital or surplus, of the Company an amount equal to 150% times the Stated Value for each share of Series A
Stock before any distribution or payment shall be made to the holders of any junior securities and (ii) then be entitled to participate
in the distribution of remaining assets with the holders of common stock on an as-if-converted to common stock basis (disregarding for
such purposes any conversion limitations).

 The Company may redeem (i) up to 75 %
of the issued and outstanding shares of Series A Stock for a price per share equal to 150 %
of the Stated Value thereof if such redemption occurs within six months from the date of issuance, and (ii) up to 50 %
of the issued and outstanding shares of Series A Stock for a price per share equal to 200 %
of the Stated Value thereof if such redemption occurs after six months but before the expiration of twelve months from the date of issuance.

 Each holder of a share of Series A Stock is entitled
to receive dividends payable, subject to certain conditions, in cash or shares of common stock ("Dividend Shares") valued
as either (i) the then applicable Conversion Price, or (ii) 50 % of the then current market price of the Company's common stock,
at the dividend rate of 12 % per annum. Dividends are cumulative and will be payable on July 31st of each year. If the dividend is
not paid as of July 31, 2024, the dividend rate increases to 24 % per annum. However, the Company may not pay dividends by issuing Dividend
Shares if and to the extent that the issuance of such Dividend Shares, when added to all Conversion Shares previously issued upon prior
conversions of Series A Stock and previously issued Dividend Shares (if any), would exceed the Exchange Share Cap or result in a Series
A Stock holder beneficially owning shares of common stock in excess of the Individual Holder Share Cap, in each case unless the Company
obtains stockholder approval for such issuances.

 Series A Convertible Preferred Stock (continued)

 The shares of Series A Stock will vote with the common
stock as a single class on all matters submitted to a vote of stockholders of the Company other than any proposal to approve the issuance
of shares of common stock in excess of the Exchange Share Cap or the Individual Holder Share Cap. The Preferred Shares will vote on an
as-converted to common stock basis, taking into account the conversion limitations resulting from the Exchange Share Cap and the Individual
Holder Share Cap, if and as applicable; however, solely for purposes of determining voting rights, the Conversion Price shall be equal
to the most recent closing sale price of the common stock as of the execution and delivery of the Securities Purchase Agreement, which
was $ 0.47.

 F- 17

 9. STOCKHOLDERS' EQUITY (continued)

 The issuance activity for the years ended of the Series A Stock is summarized below:

 2024

 2023

 Series A Preferred Stock shares issued

 —

 10,000

 Net proceeds

 $
 —

 $
 950,000

 The Series A Stock meets the requirements for permanent
equity classification as prescribed by the authoritative guidance.

 The following table summarizes accrued dividends,
net of amounts converted to common stock, that the Company is legally obligated to pay:

 2024

 2023

 Series A Preferred Stock

 $
 195,206

 $

 The following activity is related to Series A converted
during the years ended below:

 Year Ended December 31,

 Year Ended December 31,

 2024

 2023

 Series A Preferred Stock converted shares

 —

 Series A Preferred Stock converted

 $
 65,000

 $
 —

 Series A Preferred Stock dividends converted

 $
 9,717

 $
 —

 Series B Convertible Preferred Stock

 On March 14,
2024, the Company filed with the Secretary of State of the State of Nevada a Certificate of Designation of Preferences, Rights and Limitations
of Series B Convertible Preferred Stock, par value $ 0.001 per share (the "Series B Stock"). The Certificate designates 50,000
shares of the Company's undesignated preferred stock as Series B Stock and establishes the rights and preferences of Series B Stock.

 During the 2024, the Company entered into multiple
securities purchase agreements with accredited investors pursuant to which the Company agreed to issue and sell in a private placement
(the "Series B Offering") shares of Series B Stock.

 Pursuant to the Securities Purchase Agreement,
each share of Series B Stock will have a stated value equal to $ 100.00 (the
"Stated Value"). As of December 31, 2024, 50,000 shares of Series B Stock had been sold for a total in gross proceeds of
$ 5 million.

 Each share
of Series B Stock shall be convertible at the option of the holder thereof into the number of shares common stock ("Conversion
Shares") calculated by dividing the Stated Value by the Conversion Price (the "Conversion Ratio")(subject to the
limitations described below). For such purposes, the "Conversion Price" means $ 0.45.
However, if the Company's common stock fails to be listed or quoted for trading on a stock exchange (currently, the NYSE
American), then the "Conversion Price" thereafter will mean the lesser of (i) $ 0.45, or (ii) the closing sale price of
the common stock on the trading day immediately preceding the conversion date; provided that the Conversion Price shall not be less
than $0.05 (the "Floor Price"). The Conversion Price is subject to standard adjustments based stock splits, stock
dividends, stock combinations and the like, and the Floor Price is also subject to anti-dilution adjustments resulting from future
offerings of common stock (or common stock equivalents) at a price less than the prevailing Floor Price.

 Except for stock
dividends or distributions for which adjustments are to be made pursuant to antidilution provisions of the Certificate, holders of Series
B Stock shall be entitled to receive dividends on shares of Series B Stock equal (on an as-if-converted-to-Common-Stock basis) to and
in the same form as dividends actually paid on shares of the common stock when, as and if such dividends are paid on shares of the common
stock.

 F- 18

 9. STOCKHOLDERS' EQUITY (continued)

 The Company
may redeem (i) up to 75 % of the issued and outstanding Series B Preferred Shares for a price per share equal to 150 % of the Stated Value
thereof if such redemption occurs within six months from the date of issuance, and (ii) up to 50 % of the issued and outstanding Series
B Preferred Shares for a price per share equal to 200 % of the Stated Value thereof if such redemption occurs after six months but before
the expiration of twelve months from the date of issuance.

 The Series B
Stock will vote with the common stock and the Series A Convertible Preferred Stock as a single class on all matters submitted to a vote
of stockholders of the Company other than any proposal to approve the issuance of shares of common stock upon the conversion of Series
B Stock in excess of the Exchange Share Cap or the Individual Holder Share Cap. The shares of Series B Stock will vote on an as-converted
to common stock basis, taking into account the conversion limitations resulting from the Exchange Share Cap and the Individual Holder
Share Cap, if and as applicable; however, solely for purposes of determining voting rights, the Conversion Price with respect to each
share of Series B Stock shall be equal to the most recent closing sale price of the common stock as of the execution and delivery of the
securities purchase agreement or other subscription or similar agreement pursuant to which such share of Series B Stock was issued by
the Company.

 The Company previously engaged The Oak Ridge Financial
Services Group, Inc. to serve as a financial advisor to the Company in connection with capital raising activities. In connection with
the Series B Offering, the Company has agreed to pay the Oak Ridge a cash fee equal to 8.0 % of the gross proceeds received by the Company
in the Offering, in addition to reimbursing Oak Ridge for its out-of-pocket expenses. In addition, the Company issued to Oak Ridge (or
its designee) seven-year warrants to purchase up to a total of 300,000 shares of the Company's common stock at an exercise price
equal to $ 0.50 per share. In 2024, the total offering costs in connection with Series B issuances totaled approximately $ 201,000.

 The issuance activity of the Series B Stock is summarized
below:

 Year Ended December 31,

 Year Ended December 31,

 2024

 2023

 Series B Preferred Stock shares issued

 50,000

 —

 Net proceeds

 $
 4,751,137

 $
 —

 The Series B Stock meets the requirements for permanent
equity classification as prescribed by the authoritative guidance.

 Preferred Stock Liquidation Rights

 Preferred stock carries
certain preference rights related to both the payment of dividends and as to payments upon liquidation in preference to any other class
or series of capital stock of the Company. As of December 31, 2024, the liquidation preference of the preferred stock is based on the
following order: first, Series B with a preference value of $ 7,500,000, and second, Series A with a preference value of $ 1,597,706, which
includes cumulative accrued unpaid dividends of $ 195,206. As of December 31, 2023, the liquidation preference of the preferred stock
is based on the following order: first, Series A with a preference value of $ 1,541,867, which includes cumulative accrued unpaid dividends
of $ 41,867.

 10. EQUITY-BASED COMPENSATION

 Restricted Stock Units

 On April 24, 2023, the Company granted 319,023 restricted
stock units to its Chief Executive Officer. On May 11, 2023, the Company granted 170,958 restricted stock units to its Executive Vice
President Sales and Marketing. On May 25, 2023, the Company granted 124,902 restricted stock units to its Chief Financial Officer. These
restricted stock units had a vesting period that coincided with the Company filing its Form 10-K for the year ended December 31, 2023
and had a stipulation that each of the executives attained performance objectives. These employees terminated during the third quarter
of 2023 and therefore the stock units were forfeited. There were no restricted stock units awarded in 2024.

 F- 19

 Restricted Stock Units (continued)

 Restricted stock unit activity as of and for the years
ended December 31, 2024 and 2023 was as follows

 Number of
 RSUs

 Contractual
 Term

 —

 —

 614,883

 0.86

 ( 614,883
)

 —

 —

 —

 —

 —

 —

 —

 —

 —

 Shares of Restricted Stock

 In January 2023, there was a grant of 500,000 shares
of restricted stock which related to a consulting arrangement entered into in connection with the settlement reached with a previous employee.
Total equity-based compensation expense related to these shares of restricted stock was $565,500 for the year ended December 31, 2023.

 On April 24, 2023, the Company granted 463,917 shares
of restricted stock to its Chief Executive Officer. On May 11, 2023, the Company granted 380,952 shares of restricted stock to its Executive
Vice President Sales and Marketing. On May 25, 2023, the Company granted 196,463 shares of restricted stock to its Chief Financial Officer.
All shares of restricted stock granted on April 24, 2023, May 11, 2023 and May 25, 2023 were forfeited and canceled during the third quarter
of 2023.

 In April 2023, the Company Board of Directors were
granted a total of 100,000 shares of restricted stock. Total equity-based compensation expense related to these shares of restricted
stock was $39,510 for the year ended December 31, 2023.

 Restricted stock activity for the years ended December
31, 2024 and 2023 was as follows:

 Number of
 Shares of Restricted Stock

 Contractual
 Term

 6,666

 0.90

 1,641,332

 0.57

 ( 570,000
)

 —

 ( 1,057,998
)

 —

 20,000

 0.00

 —

 —

 ( 20,000
)

 —

 —

 —

 —

 —

 F- 20

 10. EQUITY-BASED COMPENSATION (continued)

 Vendor Stock Awards

 Vendor stock award activity subject to revenue-related
performance objectives during the years ended December 31, 2024 and 2023 was as follows:

 Number of Shares of Vendor Stock Awards

 Vesting
 Term

 1,030,000

 2.25

 —

 —

 —

 —

 —

 —

 1,030,000

 1.25

 —

 —

 —

 —

 ( 1,030,000
)

 —

 —

 —

 Stock Options

 Stock option activity for the years ended December
31, 2024 and 2023 was as follows:

 Number of
 Options

 Exercise
 Price

 Contractual
 Term

 1,574,892

 $
 9.67

 8.98

 1,500,000

 0.50

 5.00

 Exercised

 —

 —

 —

 ( 2,628,333
)

 —

 —

 446,559

 $
 8.88

 8.08

 —

 —

 —

 Exercised

 —

 —

 —

 ( 376,667
)

 —

 —

 69,892

 $
 3.04

 7.67

 Exercisable at December 31, 2024

 69,892

 $
 3.04

 7.67

 Equity-based compensation expense totaling $ 6,259
and $ 112,040 has been recognized relating to these stock options during 2024 and 2023, respectively. The total unrecognized equity-based
compensation expense was $ 0 and $ 6,259 as of December 31, 2024 and 2023, respectively.

 F- 21

 10. EQUITY-BASED COMPENSATION (continued)

 Warrants

 As disclosed in Note 9, 3,143,969 warrants were granted
as part of the Rights Offering in March 2023. Also noted in Note 9, 300,000 warrants were granted in March 2024 to our financial advisor
and placement agent in connection with our offering and sale of Series B Preferred Stock. In 2024 the Company issued 740,000 warrants
in connection with the convertible notes described in Note 8.

 As of and for the years ended December 31, 2024 and
2023, the warrants to purchase common shares of the Company outstanding were as follows:

 Number of
 Warrants

 Exercise
 Price

 Contractual
 Term

 110,000

 $
 12.00

 3.71

 3,143,969

 1.25

 5.00

 —

 —

 —

 —

 —

 —

 3,253,969

 $
 1.61

 4.16

 1,040,000

 0.43

 5.20

 —

 —

 —

 —

 —

 —

 4,293,969

 $
 1.33

 3.65

 The Company uses the Black-Scholes option-pricing
model to estimate the fair value of equity-based awards. The inputs for the Black-Scholes valuation model require management's
significant assumptions. Prior to the Company's IPO, the price per share of common stock was determined by the Company's
board based on recent prices of common stock sold in private offerings. Subsequent to the IPO, the price per share of common stock is
determined by using the closing market price on the New York Stock Exchange on the grant date. The risk-free interest rate is based on
the rate for U.S. Treasury securities at the date of grant with maturity dates approximately equal to the expected life at the grant
date. The expected term for employee and nonemployee awards ranged from 5 to 10 years based on industry data, vesting period, contractual
period, among other factors. The expected volatility was estimated at 75% based on historical volatility information of peer companies
that are publicly available in combination with the Company's calculated volatility since being publicly traded. The Company does
not expect to pay dividends. For awards with a performance condition, stock compensation is recognized over the requisite service period
if it is probably that the performance condition will be satisfied.

 11.
INCOME TAXES

 Components of the provision for income taxes for the
years ended December 31, 2024 and 2023 were as follows:

 2024

 2023

 Current

 $
 —

 $
 —

 Deferred

 —

 —

 Total

 $
 —

 $
 —

 No income tax benefit was recorded for the years ended
December 31, 2024 and 2023 due to net losses and recognition of a valuation allowance. The following table presents a reconciliation of
the tax expense computed at the statutory federal rate and the Company's tax expense for the years ending December 31:

 F- 22

 11.
INCOME T AXES (continued)

 2024

 2023

 Tax expense (benefit)
 at statutory rate

 $
 ( 532,000
)

 21.0
 %

 $
 ( 2,229,000
)

 21.0
 %

 State income tax expense (benefit),
 net of federal tax effect

 ( 64,000
)

 2.5
 %

 ( 377,000
)

 3.6
 %

 Change in valuation allowance
 on deferred tax assets

 620,000

 -24.5
 %

 2,360,000

 -22.2
 %

 Stock award forfeiture

 —

 —
 %

 440,000

 -4.3
 %

 Change in deferred tax rate

 22,000

 -0.9
 %

 ( 102,000
)

 1.0
 %

 Return
 to provision adjustments

 ( 46,000
)

 1.8
 %

 ( 92,000
)

 0.9
 %

 Income
 tax expense (benefit)

 $
 —

 0.0
 %

 $
 —

 0.0
 %

 Deferred income taxes reflect the net effects of
temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for
income tax purposes. The Company's deferred tax assets relate primarily to its net operating loss carryforwards and other balance
sheet basis differences. In accordance with ASC 740, "Income Taxes," the Company recorded a valuation allowance to fully
offset the net deferred tax asset, because it is more likely than not that the Company will not realize future benefits associated with
these deferred tax assets at December 31, 2024 and 2023. The tax effects of temporary differences and carryforwards that give rise to
significant portions of the deferred tax assets are as follows:

 2024

 2023

 Deferred tax assets:

 Deferred revenue

 $
 —

 $
 1,000

 Amortization

 1,000

 1,000

 Stock based compensation

 117,000

 120,000

 Net operating losses

 6,442,000

 5,686,000

 Inventory reserve

 —

 27,000

 Accrued expenses

 285,000

 407,000

 Allowance for bad debt and credit losses

 3,000

 —

 Unrealized loss on investments

 8,000

 —

 Prepaid expenses

 ( 2,000
)

 ( 8,000
)

 Valuation allowance

 ( 6,854,000
)

 ( 6,234,000
)

 Net deferred tax assets:

 $
 —

 $
 —

 At December 31, 2024, the Company had federal and
state net operating loss carry forwards of approximately $ 27.2 million and $ 10.5 million, respectively. At December 31, 2023, the Company
had federal and state net operating loss carryforwards of approximately $ 23.9 million and $ 9.1 million, respectively. The net operating
loss carry forwards have no expiration.

 The Company recognizes uncertain tax positions in
accordance with ASC 740 on the basis of evaluating whether it is more likely than not that the tax positions will be sustained upon examination
by tax authorities. For those tax positions that meet the more-likely-than not recognition threshold, we recognize the largest amount
of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement. As of December 31, 2024 and 2023, the Company
has no unrecognized tax benefits. There are no unrecognized tax benefits included on the balance sheet that would, if recognized, impact
the effective tax rate. The Company does not anticipate there will be a significant change in unrecognized tax benefits within the next
12 months.

 The Company is subject to U.S. federal or state income
tax examinations. The Company's federal, state and local income tax returns are subject to examination by taxing authorities for
the three years after the returns are filed, and the Company's federal, state, and local income tax returns for 2023, 2022 and
2021 remain open to examination. Prior to the Company's December 2021 conversion to a corporation, the Company was a limited liability
company and therefore was a disregarded legal entity for income tax purposes. The Company's policy is to recognize interest and
penalties related to uncertain tax positions as a component of general and administrative expense.

 F- 23

 12. SUPPLIER AND CUSTOMER CONCENTRATION

 The Company has an agreement with an unrelated party
for various wine making activities, including production, bottling, labelling, and packaging. The Company pays certain storage, administrative
fees and taxes related to the purchased goods. There is no specified term of the agreement but continues as additional blanket sales orders
are issued. For the years ended December 31, 2024 and 2023, substantially all of the Company's inventory purchases were from this
supplier.

 The Company also engages with other suppliers for
the purchase of a select varietal of wine to be offered in limited quantities. There are no formal agreements due to the infrequency of
activity with these suppliers.

 For the year ended December 31, 2024, 80 % of the Company's
wholesale revenue came from four customers and these customers accounted for 25 % of accounts receivable at December 31, 2024. A significant
portion of the Company's wholesale revenue for the year ended December 31, 2023 comes from three national distributor customers
that operate in several markets and makes up 74 % of the Company's wholesale revenue. These customers accounted for 73 % of accounts
receivable as of December 31, 2023.

 13. COMMITMENTS AND CONTINGENCIES

 License agreements

 During March 2021, the Company entered into two license
agreements with certain equity investors for marketing and advertising services. These two agreements were terminated during the third
quarter of 2023 and the remaining prepaid license fee was expensed. The net expense relating to the agreements was $ 0 and $ 1,000,500 for
the years ended December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, there was $ 309,333 outstanding under these
agreements. The Company has not yet had sufficient time to complete its initial accounting for this business combination, including the
assessments of the acquisition-date fair values of consideration transferred, assets acquired, and liabilities assumed.

 14. LEGAL PROCEEDINGS

 Timothy
Michaels

 On February 24, 2022, Timothy Michaels, the former
Chief Operating Officer of the Company, signed a Separation Agreement and Release (the "Separation Agreement") in connection
with the termination of his employment with the Company, which occurred on February 7, 2022.

 On May 27, 2022, Mr. Michaels filed a complaint against
the Company in the Fourth Judicial District Court, Hennepin County, Minnesota, alleging that the Company breached the February 24, 2022
Separation Agreement by including a restricted "lock-up" legend on shares of the Company's common stock issued to Mr.
Michaels pursuant to the Settlement Agreement. The complaint also included counts alleging breach of the implied covenant of good
faith and fair dealing, issuer liability under Minn. Stat. § 336.8-401 for delay in removing or directing the Company's
transfer agent to remove the lock-up legend from the shares, conversion and civil theft.

 The Company made a motion seeking dismissal of the
conversion and civil theft counts, which was granted by the Fourth Judicial District Court, Hennepin County, Minnesota on October 31,
2022. On August 9, 2023, the Company moved for summary judgment on Mr. Michaels' remaining claims. A jury trial commenced on January
23, 2024. During trial, on January 24, 2024, the Company filed a motion for judgement in favor of the Company as a matter of law, which
was denied by the Court. On January 25, 2024, the jury in the lawsuit rendered a verdict against the Company awarding damages to Mr.
Michaels in the amount of $ 585,976.25. On February 22, 2024, the Company filed a renewed motion for post-verdict judgment in favor of
the Company as a matter of law. On February 26, 2024, the Judge in the lawsuit denied the renewed motion for post-verdict judgment. On
March 25, 2024, Mr. Michaels filed a Notice and Application for Taxation of Costs and Disbursements. On March 26, 2024, the Company filed
its Notice of Appeal. On March 26, 2024, Mr. Michaels served a motion for Pre-verdict and Prejudgment Interest. On March 27, 2024, a
Notice of Entry of Judgment was filed and, on March 28, 2024, a Notice of Docketing of Judgment was entered. Mr. Michaels has commenced
garnishment proceedings against certain of the Company's bank accounts and other third parties in an attempt to collect on the
judgment and such proceedings remain pending. The Company appealed the verdict and the court of appeals affirmed the judgment in February
2025, which granted approximately $22,000 in additional damages to Mr. Michaels. On March 12, 2025, the Company petitioned the supreme
court for review and is awaiting the supreme court's decision on its petition. At December 31, 2024 and 2023, $ 484,735 and $ 585,976,
respectively, was accrued as a settlement payable.

 F- 24

 15. SUBSEQUENT EVENTS

 Series D Preferred Stock

 On March 7, 2025, the Company filed a Certificate
of Designation of the Preferences, Rights and Limitations of Series D Convertible Preferred Stock (the "Certificate") with
the Secretary of State of the State of Nevada, designating 750,000 shares of preferred stock as Series D Preferred Stock.

 Agreement and Plan of Merger with Amaze Software, Inc.

 On March 7, 2025, the Company completed the acquisition
of Amaze Software, Inc. (the Acquisition"), pursuant to the Amended and Restated Agreement and Plan of Merger dated as of March
7, 2024 (the "Merger Agreement") by and among the Company, Amaze Holdings Inc., a Delaware corporation and wholly owned subsidiary
of the Company ("Merger Sub"), Amaze Software, Inc., a Delaware corporation ("Amaze"), the stockholders of Amaze,
and Aaron Day, solely in his capacity as the Holders' Representative (the "Holders' Representative"). Amaze is
an end-to-end, creator-powered commerce platform offering tools for seamless product creation, advanced e-commerce solutions, and scalable
managed services.

 Pursuant to the Merger Agreement, (i) Merger Sub
merged with and into Amaze (the "Merger") with Amaze as the surviving company and a wholly owned subsidiary of the Company,
and (ii) the aggregate merger consideration paid by the Company in connection with the acquisition included 750,000 shares of the Company's
Series D Convertible Preferred Stock, par value $0.001 per share ("Series D Preferred Stock"), plus warrants (the "Merger
Warrants") to purchase an aggregate of 8,750,000 shares of the Company's common stock, par value $0.001 per share (the "Common
Stock").

 NYSE American Listing Requirements

 On January 6, 2025, NYSE American notified the Company
that it is not in compliance with Section 704 of the NYSE American Company Guide, because the Company failed to hold an annual meeting
for the fiscal year ended December 31, 2023 by December 31, 2024. The Company intends to hold an annual meeting of stockholders in the
next several months after the date of this report.

 On March 10, 2025 the Company received notification
that it has resolved the stockholders' equity deficiency with respect to Section 1003(a)(i) and (ii) of the NYSE American Company
Guide, and that the Company is now in compliance with the NYSE American continued listing standards relating to stockholders' equity.

 Note Receivable

 Effective March 7, 2025, the Company and Amaze Software,
Inc. amended the Forgivable Promissory Note dated October 28, 2024 (the "Original Amaze Note") to reflect an increase in the
principal amount of the Original Amaze Note, and to permit forgiveness of the total principal amount of $4,400,000 and accrued interest
thereon as a result of the closing of the Acquisition. Upon the completion of the merger in March 2025, this note receivable and
related accrued interest was forgiven.

 Name Change

 Effective March 24, 2025, pursuant to a Certificate of Amendment
to our Articles of Incorporation, the Company changed its name to Amaze Holdings, Inc.

 Series C Preferred Stock

 On March 25, 2025, the Company filed a Certificate
of Designation of the of Preferences, Rights and Limitations of Series C Convertible Preferred Stock with the Secretary of State of the
State of Nevada, designating 100,000 shares of preferred stock, par value $0.001 per share, as Series C Preferred Stock. These shares
have a purchase price of $100.00 per share, plus warrants to purchase common stock, par value $0.001 per share at an exercise price of
$0.75 per share in a private placement. The Company intends to use the proceeds for general corporate and working capital purposes. As
of March 28, 2025, the Company has entered into securities purchase agreements with certain purchasers for the purchase of a total of
5,650 shares of Series C Stock for an aggregate purchase price of approximately $565,000.