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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

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

 For
the fiscal year ended: December 31, 2024

 or

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

 For
the transition period from: _____________ to _____________

 (Exact
name of registrant as specified in its charter)

 Delaware

 001-42274

 88-4128927

 (State
 or Other Jurisdiction of

 Incorporation
 or Organization)

 (Commission

 File
 Number)

 (I.R.S.
 Employer

 Identification
 No.)

 Address
of Principal Executive Office: 3800 North 28th Way,
 Unit#1,
 Hollywood,
 Florida 33020

 Registrant's
telephone number, including area code: (305) 330-3839

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

 Title
 of each class

 Trading
 Symbol

 Name
 of each exchange on which registered

 Common
 Stock, par value $0.001 per share

 HCWC

 NYSE
 American

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

 None

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

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

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

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

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

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 Emerging
 growth company

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

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

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

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

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

 The
aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was last sold as of the last business day of the registrant's most recently completed third fiscal quarter was
approximately $ 24.4 million based on the September 30, 2024 closing price of $2.49 per share.

the number of shares outstanding of each of the registrant's classes of common stock, as of the latest practicable date:
 10,565,749 shares outstanding as of March 27, 2025.

 Page

 Item 1. Business

 Item 1A. Risk Factors

 Item 1B. Unresolved Staff Comments

 Item 1C. Cybersecurity

 Item 2. Properties

 Item 3. Legal Proceedings

 Item 4. Mine Safety Disclosures

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

 Item 6. Selected Financial Data

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

 Item 7A. Quantitative and Qualitative Disclosures About Market Risk

 Item 8. Financial Statements and Supplementary Data

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

 Item 9A. Controls and Procedures

 Item 9B. Other Information

 Item 10. Directors, Executive Officers and Corporate Governance

 Item 11. Executive Compensation

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

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

 Item 14. Principal Accounting Fees and Services

 Item 15. Exhibits, Financial Statement Schedules

 Exhibit Index

 SIGNATURES

 PART
I

 Item
1. Business.

Choice Wellness Corp. (the "Company" or "HCWC" or "we" or "our" or "us")
is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.

its wholly owned subsidiaries, the Company operates:

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

 Choice Markets II, LLC (DBA Paradise Health & Nutrition), operating three stores that likewise offer fresh produce, bulk foods,
 vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty
 products and natural household items.

 Choice Markets III, LLC (DBA Mother Earth's Storehouse), an organic and health food and vitamin chain in New York's Hudson
 Valley, which has been in existence for over 40 years.

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

 Choice Markets V, LLC (DBA Ellwood Thompson's), an organic and natural health food and vitamin store located in Richmond, Virginia.

 Choice Markets VI, LLC (DBA GreenAcres Market), an organic and natural health food and vitamin chain with five store locations in
 Kansas and Oklahoma. GreenAcres Market offers organic and all natural products and vitamins from both top national brands as well
 as locally sourced specialty brands.

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

 SPIN-OFF

 Healthier Choices Management Corp. ("HCMC" or the "Parent")
announced on August 22, 2022 that its Board of Directors approved the separation of the grocery business, including wellness business,
into an independent, publicly traded company (the "Spin-Off" or "Separation"). Prior to the Spin-Off, HCWC was
a subsidiary under HCMC.

 On September 13, 2024 (the "Spin-Off Date"), after the
NYSE American ("NYSEAM") market closing, the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became
an independent, publicly traded company, and on September 16, 2024, the stock commenced trading on the NYSEAM under the stock ticker "HCWC."

 HCMC distributed all the outstanding shares of HCMC common stock held
by it on a pro rata basis to holders of HCMC's common stock. For each 208,632 shares of HCMC common stock held as of 5:00 p.m.,
New York City time, on September 9, 2024, the record date for the Spin-Off (the "Record Date"), a HCMC stockholder was entitled
to receive one (1) share of Class A common stock and three (3) shares of Class B common stock. The Distribution was made in book-entry
form by a distribution agent as soon as practicable after the date of the Distribution.

 HCMC has secured binding commitments of $13.25 million in equity financing
for HCWC from the same group of investors that invested $13.25 million in HCMC Series E Preferred Stock. Pursuant to the Securities Purchase
Agreement for the HCMC Series E Stock ("HCMC Series E SPA"), the purchasers of HCMC Series E Stock will also be required to
purchase Series A Preferred Stock of HCWC in the same subscription amounts that the Purchasers paid for the HCMC Series E Stock (regardless
of whether or not such HCMC Series E Stock has been converted into HCMC common stock).

 NATURAL
AND ORGANIC GROCERIES AND DIETARY SUPPLEMENTS BUSINESS

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

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

 selling
 only all-natural and organic groceries;

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

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

 Our
History and Founding Principles

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

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

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

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

 Our
Market

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

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

 greater
 consumer focus on high-quality nutritional products;

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

 aging
 communities that are seeking healthy lifestyle alternatives;

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

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

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

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

 Our
Competitive Strengths

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

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

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

 Our
Growth Strategies

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

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

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

 Create
new revenue streams. The Company has initiated the implementation of new in-house baking commissaries at the following banners: Mother
Earth's Storehouse (serving Mother Earth's Storehouse and all 8 Green's Natural Foods Stores), Ada's Natural
Market (serving Ada's Natural Market and all 3 Paradise Stores), and GreenAcres Market Bradley Fair (serving all 5 GreenAcres Market
stores). These commissaries will generate new revenue while driving additional traffic to retail locations. Additionally, the Company
intends to launch a wholesale business to supply bread and pies to local restaurants and businesses, further establishing its commitment
to serving local communities.

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

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

 Our
Products

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

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

 we
 sell USDA certified organic produce; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

 Our
Pricing Strategy

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

 The
key elements of our pricing strategy include:

 heavily
 advertised discounts supported by manufacturer participation;

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

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

 specials
 on seasonally harvested produce.

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

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

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

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

 Sourcing
and Vendors. We source from approximately 1,000 suppliers and offer over 4,000 brands. These suppliers range from small independent
businesses to multi-national conglomerates. For the years ended December 31, 2024 and 2023, approximately 25% and 41% of our total purchases
were from one vendor. We maintain good relations with all our suppliers and believe we have adequate alternative supply methods, including
self-distribution.

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

 New
Reward Program. In August 2024, the Company transitioned its customer loyalty program from a points-based system to a VIP membership
structure. Under the original loyalty program, customers earned redeemable loyalty points based on qualifying purchases, which have been
discontinued. Existing unredeemed loyalty points remain valid for redemption until January 31, 2025. The new VIP program provides members
with immediate discounts on qualifying purchases, replacing the accrual of future points. This modification did not require a restatement
of prior-period revenue. However, the elimination of future loyalty point accruals reduces the Company's ongoing contract liability
obligations, as discounts under the VIP program are recognized as reductions to revenue at the time of sale.

 New
Marketing Program. HCWC has established a robust COOP marketing revenue program generated through a collaborative approach that emphasizes
community engagement and shared values. The revenue in this context is driven by promoting national and locally sourced, organic, and
sustainable products, which align with the priorities of the HCWC.

 Our
Employees

 As of December 31, 2024, HCWC employed approximately 450 employees across
its retail, warehouse, and corporate operations. Our employees are central to delivering our mission of providing exceptional service
and products to our customers. Commitment
to our employees is one of our founding principles. Employees are eligible for health, long-term disability, vision and dental insurance
coverage, as well as Company paid short-term disability and life insurance benefits, after they meet eligibility requirements. Additionally,
our employees are offered a 401(k) retirement savings plan with discretionary contribution matching opportunities. This further offers
our employees the opportunity to become more familiar with our products, which we believe improves the customer service our employees
are able to provide. We believe these and other factors result in higher retention rates and encourage our employees to appreciate our
culture, which helps them better promote our brand.

 Our
Customers

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

 Competition

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

 Online Sales

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

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

 VITAMINS
 & SUPPLEMENTS:

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

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

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

 HEALTH,
 BEAUTY, AND PERSONAL CARE:

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

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

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

 Seasonality

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

 Insurance
and Risk Management

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

 Information
Technology Systems

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

 Segment
Information

 The
Company has two operating segments: Grocery and Wellness. The Company's operations are managed as one integrated business unit
with similar economic characteristics and are similar in the nature of the products sold, the product acquisition process, the types
of customers products are sold to, the methods used to distribute the products, and the nature of the regulatory environment. In accordance
with ASC 280 Segment Reporting, the Company has aggregated its Grocery and Wellness operating segments into a single reportable segment,
as management reviews financial results and allocates resources at the consolidated level.

 The
Company's Chief Operating Decision Maker (CODM) reviews financial results and allocates resources at the consolidated level, as
the aggregated segments operate as one integrated business unit. There were no inter-segment revenues during the period.

 Going
Concern

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

 The
Company currently and historically has reported net losses and cash outflows from operations. Cash and cash equivalents increased to
approximately $2.1 million as of December 31, 2024, compared to $1.4 million as of December 31, 2023, driven by increased sales and
improved sales margin. Working capital deficit decreased from negative $2.6 million as of December 31, 2023, to negative $2.2
million as of December 31, 2024, primarily due to improvements in cash reserves and inventory management. Net losses improved to
$4.5 million for the year ending December 31, 2024 from $9.9 million for the year ended December 31, 2023. Net cash used in operating activities increased to $3.1 million in
2024 from $2.5 million cash used in operations in 2023, respectively.

 The
Company's liquidity needs through December 31, 2024 have been satisfied through the initial public offering and financing agreement
with private lenders.

 Management
has made plans to reduce certain costs and raise needed capital, however there can be no assurance the Company can successfully implement
these plans. The Company contracted a third-party consultant, whose expertise is streamlining operations, to identify areas of improvement
and cost savings. The Company will enact the consultant's recommendations in anticipation of realizing savings and achieving profitability.
The Company plans on evaluating non-performing stores and continuing to expand via acquisition which will help achieve profitability.
Also, the Company is formulating plans to raise capital from outside investors and from equity offerings, as it has done in the past,
to fund operating losses and also provide capital for further business acquisitions.

 On
July 18, 2024, HCWC entered into a $7.5 million loan and security agreement with a private lender to support its expansion plans and
funding of any working capital needs, of which $4.2 million was used for the July 18, 2024 purchase of GreenAcres Market. The face amount
of the loan is $7,500,000 with 12% annual interest and has a maturity date of July 17, 2027. On July 24, 2024, the Company finalized
the closing of Saugerties building sale with all parties involved and received net proceeds of $695,000.

 On
August 18, 2022, HCMC entered into a Securities Purchase Agreement ("HCMC Preferred Stock") pursuant to which HCMC sold
and issued 14,722 shares of its Series E Convertible Preferred Stock to institutional investors for $1,000 per share or an aggregate
subscription of $13.25 million. This same group of investors committed to invest $13.25 million in HCWC after the Spin-Off and IPO transactions
were completed. As such, HCWC entered into an agreement to sell shares of its Series A Convertible Preferred Stock (the "Series
A Preferred Stock"), with the gross proceeds from such offering expected to be $13.25 million. The institutional investors that
acquired HCMC Series E Preferred Stock are contractually required to purchase the Series A Preferred Stock in the same dollar amounts
as they invested in the HCMC Series E Preferred Stock (regardless of whether or not such HCMC Series E Preferred Stock has been converted
into HCMC common stock).

 The
Company believes its cash on hand and the commitment of $13.25 million anticipated to be raised by May 31, 2025 through its security
offering (as noted above) will enable the Company to meet its obligations and capital requirements for at least the twelve months
from the date these consolidated financial statements are issued. Accordingly, no adjustment has been made to the consolidated
financial statements to account for this uncertainty.

 Item
1A. Risk Factors.

 Not
applicable to smaller reporting companies.

 Item
1B. Unresolved Staff Comments.

 None

 Item
1C. Cybersecurity

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

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

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

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

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

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

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

 As
of the date of this report, no cybersecurity incidents have had, either individually or in the aggregate, a material adverse effect on
our business, financial condition or results of operations. However, despite the comprehensive measures outlined above,
management has identified a material weakness in our cybersecurity setup, specifically regarding access controls and data encryption,
This weakness increases the risk of a significant cybersecurity incident. We are actively developing and implementing a remediation plan
to address this material weakness. We are committed to resolving this issue promptly and enhancing our overall cybersecurity posture.
Notwithstanding our remediation efforts, we acknowledge that we may not be successful in preventing or mitigating all potential cybersecurity
incidents that could have a material adverse effect on us.

 Item
2. Properties.

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

 As
of December 31, 2024, we had 19 retail stores in Florida, New York, New Jersey, Virginia, Kansas and Oklahoma, which aggregate
approximately 181,000 square feet, 19 stores are leased by our grocery stores. The Company considers these retail store locations
strategically important to its operations, serving key markets in the Southeastern, Northeastern, and Midwestern United States. The
Company believes the properties used by our grocery stores are in good operating condition and are suitable for the conduct of its
business.

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

 Item
3. Legal Proceedings.

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

 Item
4. Mine Safety Disclosures.

 None.

 PART
II

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

 Our
common stock is currently listed on the NYSE American under the symbol "HCWC".

 As
of March 27, 2025, there were approximately 171 stockholders of record for our common stock.
A substantially greater number of stockholders may be "street name" or beneficial holders, whose shares are held of record
by banks, brokers and other financial institutions.

 As
of March 27, 2025, the last reported sale price of our common stock on the NYSE American
was $0.52 per share.

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

 Item
6. Selected Financial Data.

 Not
required for smaller reporting companies.

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

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

 Cautionary
Note Regarding Forward Looking Statements

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

 Forward-looking
statements contained in this report include:

 Our
 liquidity;

 Opportunities
 for our business; and

 Growth
 of our business.

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

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

 Factors
Affecting Our Performance

 We
believe the following factors affect our performance:

 Retail:
We believe the operating performance of our retail stores will affect our revenue and financial performance. The Company has four natural
and organic groceries and dietary supplement stores located in Florida, nine located in New York and New Jersey, one store in Virgina, as well as five stores in Kansas and Oklahoma.

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

 Results
of Operations

 The
following table sets forth our Consolidated Statements of Operations for the years ended December 31, 2024 and 2023 which is used in
the following discussions of our results of operations:

 2024 to 2023

 2024

 2023

 Change $

 SALES

 $
 69,370,803

 $
 55,689,793

 $
 13,681,010

 COST OF SALES

 42,305,494

 35,341,569

 6,963,925

 GROSS PROFIT

 27,065,309

 20,348,224

 6,717,085

 OPERATING EXPENSES, NET

 Selling, general and administrative

 29,047,933

 24,768,293

 4,279,640

 Impairment of goodwill

 -

 (6,104,000
)

 Gain on sale of asset

 (205,146
)

 -

 (205,146
)

 TOTAL OPERATING EXPENSES, NET

 28,842,787

 30,872,293

 (2,029,506
)

 LOSS FROM OPERATIONS

 (1,777,478
)

 (10,524,069
)

 8,746,591

 OTHER INCOME (EXPENSE)

 Loss on debt extinguishment

 (1,888,889
)

 -

 (1,888,889
)

 Change in contingent consideration

 -

 774,900

 (774,900
)

 Other income, net

 8,552

 16,230

 (7,678
)

 Interest (expense) income, net

 (848,651
)

 (199,681
)

 (648,970
)

 TOTAL INCOME (EXPENSE), NET

 (2,728,988
)

 591,449

 (3,320,437
)

 NET LOSS

 $
 (4,506,466
)

 $
 (9,932,620
)

 $
 5,426,154

 Sales
increased $13.7 million to $69.4 million for the year ended December 31, 2024 as compared to $55.7 million for the same period in 2023.
The $8.7 million increase in sales was primarily a result of a full year operations for the year ended December 31, 2024 of Ellwood Thompson's
acquired in October 2023, $6.8 million increase in sales was a result of GreenAcres Market acquisition acquired in July 2024, offset
by a decrease in same-store sales of $1.7 million.

 Cost
of goods sold for the years ended December 31, 2024 and 2023 were $42.3 million and $35.3 million, respectively, an increase of $5.4
million was primarily a result of full year operations in 2024 of Ellwood Thompson's acquired in October 2023, an increase of $3.8
million was a result of GreenAcres Market acquisition acquired in July 2024, offset by a decrease in same-store cost of goods sold of
$2.3 million.

 Total
operating expenses decreased $2.0 million from $30.9 million for the year ended December 31, 2023 to $28.8 million for the year ended
December 31, 2024. The increase of $2.6 million was a result of full year operations for the year ended December 31, 2024 of Ellwood
Thompson's acquired in October 2023, the increase of $2.4 million was a result of GreenAcres Market acquisition acquired in July
2024, and the increase of $0.2 million was due to gain on sale on Saugerties building, The increases were offset by $6.1 million decrease
in goodwill impairment charge, $0.4 million decrease in HCMC corporate overhead allocation, and $0.2 million in same-store expense reduction.

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

 Total
other (expenses) income, net of $2.7 million for the year ended December 31, 2024 consists of $1.9 million loss on debt extinguishment,
and net interest expense of $0.8 million. Total other income (expense), net of $0.6 million for the year ended December 31, 2023 primarily
consists of change in contingent consideration of $0.8 million and other miscellaneous income of $16,000, offset by interest expense
of $0.2 million.

 Liquidity
and Capital Resources

 2024

 2023

 Net cash provided by (used in):

 Operating activities

 $
 (3,064,842
)

 $
 (2,525,354
)

 Investing activities

 (4,977,793
)

 (929,623
)

 Financing activities

 8,676,527

 2,856,986

 Net increase (decrease) in cash

 $
 633,892

 $
 (597,991
)

 Our net cash used in operating activities of $3.1 million for the year
ended December 31, 2024 resulted from our net loss of $4.5 million and a net cash usage of $7.6 million from changes in operating assets
and liabilities, offset by a non-cash adjustments of $9.1 million. Our net cash used in continuing operating activities of $2.5 million
for the year ended December 31, 2023 resulted from our net loss of $9.9 million and a net cash usage of $4.5 million from changes in operating
assets and liabilities, offset by a non-cash adjustments of $11.9 million.

 The
net cash used in investing activities of $5.0 million for the year ended December 31, 2024 consists of $5.5 million payment for GreenAcres
Market acquisition, $0.2 million purchases of property and equipment, offset by $0.7 million proceeds from sale of Saugerties building.
The net cash used in investing activities of $0.9 million for the year ended December 31, 2023 resulted from $0.7 million payment for
Ellwood Thompson's acquisition and $0.2 million payment for purchase of property and equipment.

 The net cash provided by financing activities of $8.7 million for the year
ended December 31, 2024 consists of cash proceeds of $1.7 million from Security Purchase Agreement ("SPA") signed on January
18, 2024, $7.5 million cash proceeds from Loan and Security Agreement signed on July 18, 2024, $2.6 million cash proceed from initial
public offering, $1.7 million net parent investment from HCMC, $2,000 cash proceed from warrant exercise, offset by principal payment
on loan payable of $2.5 million and $2.3 million payment to related party.

 At
December 31, 2024 and December 31, 2023, we did not have any material financial guarantees or other contractual commitments with trade
vendors that are reasonably likely to have an adverse effect on liquidity.

 Our
cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of
our cash are concentrated in one large financial institution and are generally in excess of the Federal Deposit Insurance Corporation
(FDIC) insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the
Company's cash position as of December 31, 2024 and December 31, 2023.

 2024

2023

 Cash

 $
 2,056,472

 $

 Total assets

 $
 34,112,517

 $

 Percentage of total assets

 6.0
 %

 5.0
 %

 As
of December 31, 2024, the Company had cash of $2.1 million and negative working capital of $2.2 million. The Company expects to
continue incurring losses for the foreseeable future. The Company's liquidity needs through December 31, 2024 have been
satisfied through initial public offering and financing agreement with private lenders. Also, the Company is formulating plans to
raise capital from outside investors and from equity offerings, as it has done in the past, to fund operating losses and also
provide capital for further business acquisitions. The Company believes its cash on hand and the plan to raise capital through its
security offering will enable the Company to meet its obligations and capital requirements for at least the twelve months from the
date these consolidated financial statements are issued.

 Off-Balance
Sheet Arrangements

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

 Seasonality

 We
do not consider our business to be seasonal.

 Climate-Related
Considerations

 We
have evaluated the potential impact of climate change on our business, including regulatory, physical, and market-related risks. Based
on our assessment, we do not believe that climate change currently poses a material risk to our operations or financial performance.
Our retail sales operations are not significantly affected by climate-related factors, such as extreme weather or emissions regulations.
Nevertheless, we will continue to monitor any developments that could indirectly impact on our business, such as changes in consumer behavior
or supply chain disruptions related to climate change.

 Critical
Accounting Policies and Estimates

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

 Revenue
Recognition

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

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

 Identification
 of the performance obligations in the contract;

 Determination
 of the transaction price;

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

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

 Impairment
of Long-Lived Assets

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

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

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

 Business
Combinations

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

 Deferred
Taxes and Valuation Allowance

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

 Non-GAAP
Financial Measures

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

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

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

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

 2024

 2023

 Reconciliation from net loss to adjusted EBITDA:

 $
 (4,506,466
)

 $
 (9,932,620
)

 Interest expense

 848,651

 199,681

 Depreciation and amortization

 1,576,457

 1,431,815

 EBITDA

 (2,081,358
)

 (8,301,124
)

 Impairment of goodwill

 -

 Change in contingent consideration

 -

 (774,900
)

 Loss on debt extinguishment

 1,888,889

 -

 Other expenses (income), net

 (8,552
)

 (16,230
)

 Adjusted EBITDA

 $
 (201,021
)

 $
 (2,988,254
)

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

 Not
applicable to smaller reporting companies.

 Item
8. Financial Statements and Supplementary Data.

 See
pages F-1 through F-25.

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

 None.

 Item
9A. Controls and Procedures.

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

 Evaluation
of Disclosure Controls and Procedures. Our management, including our Principal Executive Officer and Principal Financial Officer, carried out an evaluation on internal controls during the year
ended December 31, 2024 in regard to the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e)
under the Securities Exchange Act of 1934, or the Exchange Act. Based on the evaluation, our Principal Executive Officer and Principal
Financial Officer concluded that the Company's disclosure controls and procedures were ineffective.

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

 Changes
in Internal Control Over Financial Reporting. There were no changes in the Company's internal control over financial reporting
that occurred during the quarter ending December 31, 2024 that have materially affected, or are reasonably likely to materially affect,
its internal control over financial reporting.

 Management's
Annual Report on Internal Control over Financial Reporting. The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting. Under the supervision and with the participation of the Company's management,
including the Chief Executive Officer and Chief Financial Officer, the Company evaluated the effectiveness of the design and operation
of its internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on that evaluation, the Company's
Chief Executive Officer and Chief Financial Officer concluded that the Company's internal control over financial reporting was
ineffective as of December 31, 2024 and noted the material weaknesses as follows:

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

 Failure to perform periodic cycle inventory counts and as such, does not
monitor the inventory activity, between its semi-annual counts. In addition, the Company did not implement controls related to the review
of inventory rollback and roll-forward procedures related to the year-end inventory counts. The Company did not implement segregation
of duties surrounding the inventory purchase order process.

 Segregation of duties due to lack of personnel.

 Inadequacy in documenting accounts payable procedures and controls surrounding
vendor master file changes.

 Segregation of duties due to lack of personnel.

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

 Ineffective
 design and implementation over Information Technology General Controls ("ITGCs"):

 (a)
 Multiple
 individuals in the accounting software system have virtually unlimited access to the accounting
 application and to the inventory point of sale applications. As such, such individuals can
 post journal entries and change pricing, which poses a risk that duties amongst employees
 with incompatible roles are not adequately segregated.

 (b)
 Management
 does not evidence independent preparer and reviewer of journal entries, to demonstrate adequate
 segregation of duties, and the precision of the review of journal entries.

 (c)
 Ineffective
 design, implementation and operation of controls over logical user access, physical security,
 change management, cyber security, and vendor management. The Company should have had controls
 for:

 (i)
 Periodic
 review of access rights for networks and applications on a defined periodic basis, at least
 once per year;

 (ii)
 Ensuring
 adequate physical safeguards and environmental controls over the Company's servers
 at all Company locations, including stores;

 (iii)
 Performing
 a cybersecurity assessment, training all personnel, performing phishing exercises, obtaining
 cybersecurity insurance; and performing third party audits when appropriate;

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

 (v)
 Obtaining
 and reviewing third party service provider SOC reports, and;

 (vi)
 Review
 of Service-Level Agreements (SLAs) for all IT service relationships across the Company to
 ensure active SLAs are in place and enforced.

 Our
management concluded that considering internal control deficiencies, in the aggregate, rise to the level of material weaknesses, we did
not maintain effective internal control over financial reporting as of December 31, 2024 based on the criteria set forth in Internal
Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").

 Remediation
Efforts

 Following
this assessment and during the twelve months ended December 31, 2024, we have undertaken an action plan to strengthen internal controls
and procedures:

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

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

 Item
9B. Other Information.

 None.

 PART
III

 Item
10. Directors, Executive Officers and Corporate Governance

 Directors
and Executive Officers

 The
following table sets forth information regarding our executive officers and directors as of December 31, 2024:

 Name

 Age

 Position

 Executive
 Officers:

 Holman

 Chief
 Executive Officer, Chairman and Director

 John
 A. Ollet

 Chief
 Financial Officer and Director

 Christopher
 Santi

 President
 and Chief Operating Officer

 Non-Employee
 Directors:

 Gary
 Bodzin

 Behnam
 Myers

 Michael
 Lerman

 Executive
Officers

Holman is our Chairman of the Board and Chief Executive Officer. He is a Founding member of our original operating subsidiary
since its inception December 2008. Mr. Holman helped to acquire and grow all the assets currently owned by HCWC. He has been the President
of Jeffrey E. Holman & Associates, P.A., a South Florida Based law firm, since 1998. Mr. Holman graduated from the State University
of New York at Binghamton in 1989 with a Bachelor's Degree, Benjamin N. Cardozo School of Law in 1995 with a degree in Juris Doctor.

 Christopher
Santi is our President and Chief Operating Officer, served as Director of Operations of the Company beginning in October 2011.
Mr. Santi served as the National Sales Manager of Collages.net from November 2007 to October 2011. Mr. Santi holds a Bachelor of Arts
from Lehigh University in Psychology, as well as a Master of Arts from the Miami Institute of Psychology

 John
A. Ollet is our Chief Financial Officer. Mr. Ollet previously served as Executive Vice President of Finance for Systemax, Inc.
(NYSE: SYX) from 2006 to 2016. His prior experience as a Chief Financial Officer (CFO) includes roles as Vice President (VP) and CFO
of Arrow Cargo Holdings, Inc., an airline logistics company, and as VP of Finance and CFO of The Americas Cargo Division at KLM Royal
Dutch Airlines. He also served as Vice President (VP) of Finance and Administration at Sterling-Starr Maritime Group, Inc., and was a
member of the audit staff at Arthur Andersen & Co.

 Mr.
Ollet holds a bachelor's degree in Finance and Economics and a Master of Business Administration (MBA) from Florida International
University. He is a Certified Public Accountant (CPA).

 Non-Employee
Directors

 Gary
A. Bodzin. Gary Bodzin has served as a director of SpinCo since May 2023. Since 1987, Mr. Bodzin has been serving as President
of Trans-State Title Insurance Agency, LLC, a company located in Aventura, FL, offering escrow, title and closing services for commercial
and residential real estate transactions, where he oversees all title and closing operations. Mr. Bodzin has also worked as an attorney
at law representing clients almost exclusively in real estate transactions since 1982. Mr. Bodzin received his Bachelor of Science in
Business Administration from the University of Florida and his Juris Doctor from the University of Miami Law School. We believe Mr. Bodzin
is qualified to serve as a director of SpinCo because of his real estate, finance and legal expertise and related ability to advise our
growth and expansion strategy.

 Michael
Lerman. Michael Lerman has served as a director of SpinCo since May 2023. Since November 2005, Mr. Lerman has served as Vice
President of Development and Marketing for Markbuilt Homes, a boutique private residential development and construction company in Union,
NJ. From March 1998 to August 2005, he worked as Director of Retail Property Administration then as Director of Land/Property Acquisition
and Development at Garden Commercial Properties, a property management company in Short Hills, NJ. During his tenure at Garden Commercial
Properties, Mr. Lerman oversaw all phases of retail commercial development and management, negotiated commercial leases, and was responsible
for marketing. Earlier in his career, Mr. Lerman was associate counsel at Rinaldo and Rinaldo, a law firm. Mr. Lerman received his Bachelor
of Arts from Rutgers College and his Master of Business Administration from Rutgers College, Graduate School of Management. He also received
his Juris Doctor from Benjamin N. Cardozo School of Law. We believe Mr. Lerman is qualified to serve as director of SpinCo because of
his extensive experience in business development and management as well as his retail and acquisition experience and related ability
to provide valuable guidance.

 Behnam
J. Myers, DO, MPH. Behnam Myers, DO, MPH, has served as a director of SpinCo since May 2023. Dr. Myers is a board-certified orthopedic
surgeon who has been practicing since 2006, and has been managing his own private practice, Spine Solutions, since 2012 in Hollywood,
FL. In 2006, Dr. Myers completed his orthopedic surgery residency at Parkway Regional Medical Center as part of Nova Southeastern University's
Orthopedic Surgery Residency Program. He then completed a Spine Surgery Fellowship in 2007 at the Cleveland Clinic Spine Institute in
Weston, FL. Dr. Myers received his Bachelor of Science from the University of California at Riverside, his Masters of Public Health from
Loma Linda University and his medical degree from University of New England College of Medicine. We believe Dr. Myers is qualified to
serve as a director of SpinCo because of his medical expertise and medical practice-related business experience.

 Corporate
Governance

 Board
Responsibilities

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

 Board
Committees and Charters

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

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

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

 Name

 Independent

 Audit

 Compensation

 Nominating
 And Corporate Governance

 Holman

 John
 Ollet

 Gary
 Bodzin

 X

 X

 X

 X

 Behnam
 Myers

 X

 X

 X

 X

 Michael
 Lerman

 X

 X

 X

 X

Independence

 Our
Board has determined that Gary Bodzin (Director), Behnam Myers (Director), and Michael Lerman (Director) meet the criteria for independence
as defined by the NYSE American listing standards. In accordance with these standards, the Board concluded that Jeffrey Holman and John
Ollet, due to their roles as executive officers of the Company, are not independent under the NYSE American. Furthermore, the Board affirmed
that Messrs. Bodzin, Myers, and Lerman satisfy the NYSE American's heightened independence requirements for service on both the
Audit Committee and Compensation Committee.

 Committees
of the Board

 Audit
Committee

 The
Audit Committee, which currently consists of Gary Bodzin (chair), Behnam Myers and Michael Lerman, reviews the Company's financial
reporting process on behalf of the Board and administers our engagement of the independent registered public accounting firm. The Audit
Committee approves all audit and non-audit services and reviews the independence of our independent registered public accounting firm.

 Audit
Committee Financial Expert

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

 Compensation
Committee

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

 The
members of the Compensation Committee are all independent directors within the meaning set forth in the NYSE American Company Guide.

 Nominating
and Corporate Governance Committee

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

 Compensation
Committee Interlocks and Insider Participation

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

 Clawback
Policy

 In
accordance with SEC Rule 10D-1 and NYSE American listing standards, the Company has adopted a clawback policy to recover erroneously
awarded incentive-based compensation in the event of a financial restatement resulting from material noncompliance with financial reporting
requirements. This policy applies to current and former executive officers, and recovery is required regardless of fault. The Compensation
Committee is responsible for administering the policy, which is filed as Exhibit 97.1 to this Annual Report on Form 10-K.

 Board
Assessment of Risk

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

 Code
of Ethics

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

 Stockholder
Communications

 Although
we do not have a formal policy regarding communications with our Board, stockholders may communicate with the Board by writing to us
at Healthy Choice Wellness Corp., 3800 N 28th Way, Unit# 1, Hollywood, FL 33020, Attention: Corporate Secretary, or by facsimile at
(954) 251-3057. Stockholders who wish to direct their correspondence to a specific Board member may indicate this in their submission,
and the communication will be forwarded accordingly.

 Section
16(a) Beneficial Ownership Reporting Compliance

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

 Based
solely on a review of the reports furnished to us, or written representations from reporting persons that all reportable transactions
were reported and that no Form 5s were required, we believe that during 2024 our officers, directors and greater than 10% owners timely
filed all reports they were required to file under Section 16(a).

 ITEM
11. Executive Compensation

 Following
the spin-off from HCMC in September 2024, HCWC became an independent, publicly traded company. However, during the fiscal year 2024,
the executive compensation structure remained intertwined with HCMC due to transitional arrangements and shared leadership responsibilities.
For the entirety of 2024, the three executives who serve in leadership roles at both HCMC and HCWC continued to receive their full compensation
directly from HCMC. For the year ended December 31, 2024, the total executive compensation paid by HCMC for these executives was approximately
$1.4 million. In accordance with an internal allocation arrangement, approximately $0.7 million was allocated
to HCWC to reflect the portion of the executives' time and services dedicated to HCWC's business. These allocations were
made in accordance with the terms of the Transition Services Agreement ("TSA"), which was established to facilitate an orderly
transition following the spin-off.

 The
Compensation Committee of HCWC's Board of Directors is in the process of developing and approving an independent compensation structure
that aligns with HCWC's business objectives and shareholder interests. HCWC's Board of Directors has formed a Compensation
Committee responsible for overseeing future executive compensation policies. The Committee will evaluate and establish appropriate compensation
structures to attract and retain key executive talent while ensuring alignment with HCWC's strategic goals.

 Because HCWC did not directly pay executive compensation in 2024, the executive
compensation tables required under Item 11 of Form 10-K are not presented in this filing. Instead, executive compensation details, including
salary, bonus, equity awards, and other benefits, are fully reported in HCMC's 2024 Form 10-K.

 Named
Executive Officer Employment Agreements

 We
currently do not have any employment or other agreements in effect with our named executive officers.

 Outstanding
Awards at Fiscal Year End

 No
named executive officer had any option, restricted stock or other incentive equity awards of the Company outstanding at the 2024 fiscal
year end.

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

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

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

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

Compensation

 Non-employee
directors are paid a monthly fee of $1,000 and $1,500 for each meeting attended. The Audit Committee chairman receives $15,000 annually
and the Compensation Committee chairman receives $10,000 annually. Because we do not pay any compensation to employee directors, Mr.
Holman is omitted from the following table. Non-employee members of our Board of Directors were compensated as follows:

 Fiscal
2024 Director Compensation

 Name

 Fees Earned or
 Paid in Cash ($)

 Gary Bodzin

 $
 12,375

 Behnam Myers

 $
 8,000

 Michael Lerman

 $
 10,917

 Equity
Compensation Plan Information

 Our
Stock Incentive Plan

 The
Healthy Choice Wellness Corp 2024 Equity Incentive Plan (the "Stock Incentive Plan") became effective on September 16, 2024
as part of the SEC approval of HCWC. A form of the Stock Incentive Plan is filed as an exhibit to the registration statement, of which
this prospectus forms a part. The following description of the Stock Incentive Plan is qualified in its entirety by reference to the
Stock Incentive Plan.

 Overview

 The
Stock Incentive Plan provides the Company with the ability to grant equity-based and cash incentive awards to its employees, non-employee
directors, consultants and independent contractors. Such incentive awards are granted to attract, retain and motivate the Company's
service providers and help align them with the Company's financial success over the long term and the interests of the Company
and our stockholders. The Stock Incentive Plan will terminate ten years from inception unless terminated sooner.

 Stock
Incentive Plan Share Reserve; Limits; Adjustments

 The
available share reserve under the Stock Incentive Plan is 1,400,000 shares, which were granted into the plan on February, 2025; plus
an annual increase on the first day of each year beginning in 2024 and ending in 2032, equal to the lesser of (A) 12.5% percent of the
Shares outstanding on the last day of the immediately preceding fiscal year and (B) such smaller number of Shares as determined by the
Board or the Compensation and Compensation Committee of the Board. The Company may satisfy its obligations under any equity-based award
granted under the Stock Incentive Plan by issuing new shares or Treasury shares.

 Shares
subject to an equity award are counted only to the extent they are actually issued. Thus, awards that terminate by expiration, forfeiture,
cancellation, or otherwise are settled in cash in lieu of shares, or exchanged for awards not involving shares, shall again be available
for grant under the Stock Incentive Plan.

 Any
shares withheld to satisfy tax withholding obligations on awards issued under the Stock Incentive Plan, tendered to pay the exercise
price of an award under the Stock Incentive Plan and shares repurchased on the open market with the proceeds of an option exercise will
not be eligible to be again available for grant under the Stock Incentive Plan. Any substitute awards shall not be counted against the
shares available for granting awards under the Stock Incentive Plan.

 The
number of shares that may be issued or subject to outstanding awards, the option price or grant price applicable to outstanding awards
and other value determinations are subject to adjustment by the committee to reflect stock dividends, stock splits, reverse stock splits,
spin-offs, and other corporate events or transactions, including without limitation distributions of stock or property other than normal
cash dividends.

 Non-employee
directors can be granted any of the awards available under the Stock Incentive Plan except incentive stock options ("ISOs"),
which are only available for employees. The Board shall from time to time determine the nature and number of awards to be granted to
non-employee directors. The aggregate value of all compensation granted or paid, as applicable, to a non-employee director with respect
to any calendar year, including awards granted and cash fees paid by the Company to such non-employee director, will not exceed $500,000,
calculating the value of any equity awards based on the grant date fair value of such equity awards for financial reporting purposes.

 Administration

 The
Stock Incentive Plan will be administered by the committee appointed by the Board from among its members, provided that the full Board
may act at any time as the committee. In the case of awards intended to qualify for the exemption from Section 16(b) of the Securities
Exchange Act of 1934 that is available under Rule 16b-3, a subcommittee of the Board composed of at least two directors who are "outside
directors" is responsible for administering the Stock Incentive Plan and has the final discretion, responsibility and authority
to interpret the terms and intent of the Stock Incentive Plan and any related documentation, to determine eligibility for awards and
the terms and conditions of awards, and to adopt rules, regulations, forms, instruments, and guidelines. The committee may delegate administrative
duties and powers to one or more of its members or to one or more officers, agents, or advisers. The committee may also delegate to one
or more officers the power to designate other employees (other than officers subject to Section 157(c) of the Delaware General Corporate
Law) to be recipients of awards.

 Eligibility

 Employees,
non-employee directors, consultants and independent contractors of the Company who are selected by the compensation committee are eligible
to participate in the Stock Incentive Plan.

 Types
of Awards

 The
Stock Incentive Plan provides that the compensation committee may grant awards of various types. A description of each of the types of
awards follows.

 Stock
Options

 The
committee may grant both ISOs and nonqualified stock options ("NQSOs") under the Stock Incentive Plan. Eligibility for ISOs
is limited to employees of the Company and its subsidiaries. The exercise price for options cannot be less than the fair market value
of the Company's Class A common stock as of the date of grant. The latest expiration date cannot be later than the tenth anniversary
of the date of grant. Fair market value under the Stock Incentive Plan may be determined by reference to market prices on a particular
trading day or on an average of trading days. The exercise price may be paid by means approved by the committee, which may include cash
or check, the tendering of previously acquired Class A common stock, a reduction in shares issuable upon exercise which have a value
at the time of exercise that is equal to the option price (a "net exercise"), to the extent permitted by applicable law,
the proceeds of sale from a broker-assisted cashless exercise or any other legal consideration that the committee may deem appropriate
on such basis as the committee may determine in accordance with the Stock Inventive Plan.

 Stock
Appreciation Rights

 The
committee may grant stock appreciation rights ("SARs") under the Stock Incentive Plan either alone or in tandem with stock
options. The grant price of an SAR cannot be less than the fair market value of the Company's Class A common stock as of the date
of grant.

 Restricted
Stock

 The
committee may award restricted Class A common stock and restricted stock units. Restricted stock awards consist of shares of stock that
are transferred to the participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. A
holder of restricted stock is treated as a current stockholder and is entitled to dividend and voting rights. The committee will determine
the restrictions and conditions applicable to each award of restricted stock.

 Performance-Based
Restricted Shares and Performance-Based Restricted Share Units

 Performance-based
restricted shares and performance-based restricted share units may be granted under the Stock Incentive Plan. The performance cycle for
each award will be determined by the committee and specify the performance goals that are to be achieved by the participant and a formula
for determining the amount of any payment to be made.

 In
the case of performance-based restricted shares, during the period for which a substantial risk of forfeiture is to continue, the participant
will not have any right to transfer any rights under the award, but the participant will have voting and other ownership rights (except
for any rights to a liquidating distribution). Prior to payment of the award of performance-based restricted share units, the participant
will not have any right to transfer any rights under the award or have any rights of ownership, including the right to vote.

 For
both performance-based restricted shares and performance-based restricted share units, the committee may on or after the grant date authorize
the payment of dividend equivalents on the performance-based restricted shares or performance-based restricted share units in cash or
securities with respect to any dividends or other distributions paid by the Company. Any dividend equivalents paid, or adjustments made
with respect to the dividends paid in Common Stock will be subject to the same restrictions as the underlying award.

 Following
the completion of a performance cycle, the committee will determine whether the performance goals that have been chosen for a particular
performance period have been met and calculate and determine the amount of the award earned for such performance cycle. Awards may be
adjusted upwards or downwards in the sole discretion of the committee.

 Cash-Based
Awards

 The
committee may grant cash-based awards under the Stock Incentive Plan that specify the amount of cash to which the award pertains, the
conditions under which the award will be vested and payable, and such other conditions as the committee may determine that are consistent
with the terms of the Stock Incentive Plan.

 Other
Stock-Based Awards

 The
committee may grant equity-based or equity-related awards, referred to as "other stock-based awards," other than options,
SARs, restricted stock, restricted stock units, performance shares, or performance units. The terms and conditions of such other stock-based
awards shall be determined by the committee. Payment under any other stock-based awards will be made in shares of Class A common stock
or cash, as determined by the committee.

 Termination
of Employment

 Except
as otherwise provided in the award agreement or other written agreement between the participant and the Company, vesting of awards will
cease upon termination of the participant's continued service. Notwithstanding any other provision of the Stock Incentive Plan
to the contrary, the committee may in its sole discretion determine the rights of participants with respect to awards upon termination
of employment or service as a director.

 Treatment
of Awards Upon a Change in Control

 In
the event of a "change in control" of the Company, as defined in the Stock Incentive Plan, then unless otherwise provided
in an award agreement, the committee may, in its sole discretion: (a) cancel awards for a cash payment equal to their fair value (as
determined in the sole discretion of the committee), (b) provide for the issuance of replacement awards, (c) terminate options without
providing accelerated vesting, (d) immediately vest the unvested portion of any award or (e) take any other action with respect to the
awards the committee deems appropriate. The treatment of awards upon a change in control may vary among participants and types of awards
in the committee's sole discretion. Awards subject to performance goals shall be settled upon a "change in control"
of the Company based upon the extent to which the performance goals underlying such awards have been achieved as determined in the sole
discretion of the committee.

 Amendment
of Awards or Stock Incentive Plan

 The
committee may at any time alter, amend, modify, suspend, or terminate the Stock Incentive Plan or any outstanding award in whole or in
part. No amendment of the Stock Incentive Plan will be made without stockholder approval if stockholder approval is required by law or
stock exchange rule. No amendment may adversely affect the rights of any participant without his or her consent under an outstanding
award, unless specifically provided for in the Stock Incentive Plan.

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

 The
following table sets forth the number of shares of our common stock beneficially owned as of March
27, 2025, by (i) those persons known by us to be owners of more than 5% of our common stock, (ii) each director, (iii) our Named
Executive Officers and (iv) all of our executive officers and directors of as a group. Unless otherwise specified in the notes to this
table, the address for each person is: c/o Healthy Choice Wellness Corp., 3800 North 28th Way, Unit# 1, Hollywood, Florida 33020.

 Title of Class

 Beneficial Owner

 Amount and Nature of Beneficial Owner (1)

 Percent of Class (1)

 Directors and Executive Officers:

 Jeffrey E. Holman (2)

 1,079,412

 10.2
 %

 Christopher Santi (3)

 579,488

 5.5
 %

 John Ollet (4)

 378,177

 3.6
 %

 Gary Bodzin (5)

 -

 -
 %

 Behnam Myers (6)

 -

 -
 %

 Michael Lerman (7)

 -

 -
 %

 All directors and officers as a group (6 persons) (8)

 2,037,077

 19.3
 %

 5% Stockholders:

 Jeffrey E. Holman

 1,079,412

 10.2
 %

 Christopher Santi

 579,488

 5.5

 %

 Total:

 1,658,900

 15.7
 %

 (1)
Beneficial Ownership. Applicable percentages are based on 10,565,749 shares of common stock
outstanding as of March 27, 2025. Beneficial ownership is determined under the rules of
the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants,
convertible notes and preferred stock currently exercisable or convertible or exercisable or convertible within 60 days are deemed outstanding
for computing the percentage of the person holding such securities but are not deemed outstanding for computing the percentage of any
other person. The table includes shares of common stock, options, warrants, and preferred stock exercisable or convertible into common
stock and vested or vesting within 60 days. Unless otherwise indicated in the footnotes to this table, we believe that each of the stockholders
named in the table has sole voting and investment power with respect to the shares of common stock indicated as beneficially owned by
them. The table does not include: (i) restricted stock units that do not have the right to vote until they vest and the shares are delivered
or (ii) unvested options that do not vest within 60 days of the date listed above in this footnote.

 (2)
Holman. Chairman and Chief Executive Officer. Includes 1,079,412 shares of Common Stock.

 (3)
Santi. President and Chief Operation Officer. Includes 579,488 shares of Common.

 (4)
Ollet. Chief Financial Officer. Includes 378,177 shares Common Stock.

 (5)
Bodzin. A director. Includes 0 shares of Common Stock.

 (6)
Myers. A director. Includes 0 shares of Common Stock.

 (7)
Lerman. A director. Includes 0 shares of Common Stock.

 (8)
Directors and Executive Officers. Includes executive officers who are not Named Executive Officers under the SEC's rules and regulations.

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

 Relationship
with HCMC and Transition Services Agreement

 HCMC
provided human resources, accounting, payroll processing, legal, and other managerial services to HCWC prior to the Spin-Off. On September
13, 2024, HCWC was spun off from HCMC, becoming an independent, publicly traded company. Following the Spin-Off, HCWC and HCMC entered
into a TSA, under which both companies agreed to provide certain transitional services to one another to ensure smooth separation. These
services are provided on a transitional basis and will continue for a period of up to one year following the Spin-Off. Following the
Spin-Off, HCWC recognized shared overhead costs of $0.4 million for services provided under the TSA and settled these billings with HCMC
on a monthly basis.

 Policies
and Procedures for Related Party Transactions

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

 Item
14. Principal Accounting Fees and Services.

 Our
Audit Committee pre-approves audit and permissible non-audit services performed by its independent registered public accounting firm,
as well as the fees charged for such services. All services related to audit fees and audit-related fees charged were pre-approved by
the Audit Committee. The following table shows the fees for the years ended December 31, 2024 and 2023.

 2024

 2023

 Audit (1)

 $
 456,488

 $
 372,345

 Audit - Related

 352,306

 288,058

 Tax

 14,208

 -

 Other

 54,075

 -

 Total

 $
 877,077

 $
 660,403

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

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

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

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

 PART
IV

 Item
15. Exhibits, Financial Statement Schedules.

 (a)

 Documents
 filed as part of the report.

 (1)

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

 (2)

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

 (3)

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

 FINANCIAL
STATEMENT INDEX

 Report of Independent Registered Public Accounting Firm (PCAOB ID # 1195)

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

 Consolidated Financial Statements

 Consolidated Balance Sheets as of December 31, 2024 and 2023

 Consolidated Statements of Operations for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Changes in Stockholders' Equity for the Years Ended December 31, 2024 and 2023

 Consolidated Statements of Cash Flows for the Years Ended December 31, 2024 and 2023

 Notes to Consolidated Financial Statements

 F- 1

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of Healthy Choice Wellness Corp.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheet of Healthy Choice Wellness Corp. (the "Company") as of December
31, 2024, and the related consolidated statements of operations, changes in stockholders' equity, and cash flows for the year ended
December 31, 2024, and the related notes (collectively referred to as the "financial statements"). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024, and the
results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Basis
for Opinion

 These
consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion
on the Company's consolidated financial statements based on our audit. 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 audit 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 consolidated 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 audit, 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
audit included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.
We believe that our audit provides a reasonable basis for our opinion.

 Emphasis
of Matter

 As
discussed in Note 2 to the consolidated financial statements, the Company has experienced recurring losses from operations and has a
net working capital deficit. Management's evaluation of the events and conditions and management's plans to mitigate those
matters are also described in Note 2. Our opinion is not modified with respect to that matter.

 /s/ UHY llp

 UHY llp

 We
have served as the Company's auditor since 2024.

 Hudson,
New York

 March

 F- 2

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Shareholders and Board of Directors of

 Healthy Choice Wellness Corp.

 Opinion
on the Financial Statements

 We
have audited, before the effects of the retrospective adjustments to the disclosures for the adoption of ASU 2023-07, Segment Reporting
(Topic 280): Improvements to Reportable Segment Disclosures ("ASU 2023-07") discussed in Notes 3 and 5 and the reporting
of basic and diluted weighted average shares and net loss per share discussed in Note 3 to the accompanying consolidated carve-out balance
sheet of Healthy Choice Wellness Corp. (the "Company") as of December 31, 2023, the related consolidated carve-out statements
of operations, changes in net parent's investment and cash flows for the year ended December 31, 2023, and the related notes (collectively
referred to as the "financial statements") (the 2023 financial statements before the effects of the adjustments discussed
in Notes 3 and 5 to the financial statements are not presented herein). In our opinion, the financial statements, before the effects
of the retrospective adjustments to the disclosures for the adoption of ASU 2023-07 discussed in Notes 3 and 5 and the reporting of basic
and diluted weighted average shares and net loss per share discussed in Note 3 to the financial statements, present fairly, in all material
respects, the financial position of the Company as of December 31, 2023, and the results of its operations and its cash flows for the
year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

 We
were not engaged to audit, review, or apply any procedures to the retrospective adjustments to the disclosures for the adoption of ASU
2023-07 discussed in Notes 3 and 5 and the reporting of basic and diluted weighted average shares and net loss per share discussed in
Note 3 to the financial statements, and accordingly, we do not express an opinion or any other form of assurance about whether such retrospective
adjustments are appropriate and have been properly applied. Those retrospective adjustments were audited by UHY, LLP.

 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 audit. 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 audit 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 audit
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
audit 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 audit 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 audit provides
a reasonable basis for our opinion.

 Emphasis
of Matter

 As
discussed in Note 3, the financial statements have been prepared on a "carve-out" basis from the financial statements of
Healthier Choices Management Corp. to reflect the assets, liabilities, revenues and expenses of Healthy Choice Wellness Corp. as well
as allocations deemed reasonable by management to present the results of operations, financial position and cash flows of Healthy Choice
Wellness Corp. on a standalone basis and may not reflect Healthy Choice Wellness Corp. results of operations, financial position and
cash flows had the Company operated as a standalone company during the period presented. Our opinion is not modified with respect to
this matter.

 /s/
 Marcum llp

 Marcum
llp

 We
served as the Company's auditor from 2022 to 2024

 Saddle
Brook, NJ

 May
24, 2024

 F- 3

 CONSOLIDATED
BALANCE SHEETS

 2024

 2023

 ASSETS

 CURRENT ASSETS

 Cash

 $
 2,056,472

 $

 Accounts receivable, net

 509,763

 128,171

 6,445,560

 4,162,218

 Prepaid expenses and vendor deposits

 475,088

 174,970

 Other current assets

 29,806

 56,842

 Due from related party

 190,268

 -

 Due from related party current

 190,268

 -

 TOTAL CURRENT ASSETS

 9,706,957

 5,944,781

 Property, plant, and equipment, net

 1,976,469

 2,676,639

 Intangible assets, net

 5,441,478

 4,178,519

 2,212,000

 -

 Right of use assets

 14,232,240

 11,412,562

 Due from related party

 -

 3,753,003

 Due from related party noncurrent

 -

 3,753,003

 Other assets

 543,373

 467,056

 TOTAL ASSETS

 $
 34,112,517

 $

 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES

 Accounts payable and accrued expenses

 $
 6,131,534

 $
 4,920,411

 Contract liabilities

 80,456

 207,513

 Current portion of loan payable

 2,131,336

 702,701

 Operating lease liability, current

 3,596,987

 2,748,824

 TOTAL CURRENT LIABILITIES

 11,940,313

 8,579,449

 Loan payable, net of current portion

 9,207,772

 2,403,807

 Operating lease liability, net of current

 10,584,431

 8,461,182

 TOTAL LIABILITIES

 31,732,516

 19,444,438

 COMMITMENTS AND CONTINGENCIES (SEE NOTE 15)

 -

 -

 STOCKHOLDERS' EQUITY

 Common Stock, $ 0.001 par value per share, 560,000,000 shares authorized; 9,815,749 and 10 shares issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

 9,816

 -

 Series A convertible preferred stock, $ 0.001 par value per share, 40,000,000 shares authorized, 0 share issued and outstanding as of December 31, 2024 and December 31, 2023, respectively.

 -

 -

 Additional paid-in capital

 3,101,092

 -

 Net investment by former parent

 -

 Accumulated deficit

 ( 730,907
)

 -

 TOTAL STOCKHOLDERS' EQUITY

 2,380,001

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

 $
 34,112,517

 See
notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2024

 2023

 For The Years Ended December 31,

 2024

 2023

 SALES, NET

 $
 69,370,803

 $
 55,689,793

 COST OF SALES

 42,305,494

 35,341,569

 GROSS PROFIT

 27,065,309

 20,348,224

 OPERATING EXPENSES, NET

 Selling, general and administrative

 29,047,933

 24,768,293

 Gain on sale of asset

 ( 205,146
)

 -

 Impairment of goodwill

 -

 TOTAL OPERATING EXPENSES, NET

 28,842,787

 30,872,293

 LOSS FROM OPERATIONS

 ( 1,777,478
)

 ( 10,524,069
)

 OTHER INCOME (EXPENSE)

 Loss on debt extinguishment

 ( 1,888,889
)

 -

 Change in contingent consideration

 -

 774,900

 Other income, net

 8,552

 16,230

 Interest expense, net

 ( 848,651
)

 ( 199,681
)

 TOTAL OTHER INCOME (EXPENSE)

 ( 2,728,988
)

 591,449

 LOSS BEFORE TAXES

)

)

 INCOME TAX BENEFIT

 -

 -

 NET LOSS

 $
)

 $
)

 BASIC AND DILUTED NET LOSS PER SHARE

 $
 ( 0.48
)

 $
 ( 1.08
)

 BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

 9,395,500

 9,226,860

 See
notes to consolidated financial statements.

 F- 5

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

 FOR
THE YEARS ENDED DECEMBER 31, 2024 AND 2023

 Shares

 Capital

 Parent

 Deficit

 Total

 Additional
 Paid-In

 Net
 Investment
 From

 Accumulated

 Shares

 Capital

 Parent

 Deficit

 Total

 Balance – January 1, 2023

 -

 -

 -

 $
 15,505,661

 -

 $
 15,505,661

 Net transfer from parent

 -

 -

 -

 3,415,081

 -

 3,415,081

 -

 -

 -

)

 -

)

 Balance – December 31, 2023

 -

 -

 -

 -

 Balance

 -

 -

 -

 -

 Issuance of common stock for Spin-Off and transfer of former parent investment to additional paid in capital

 9,226,860

 9,227

 ( 1,369,097
)

 1,359,870

 -

 -

 Issuance of common stock for IPO

 400,000

 2,579,600

 -

 -

 2,580,000

 Exercise of warrants

 188,889

 1,890,589

 -

 -

 1,890,778

 Net transfers to former parent

 -

 -

 ( 6,572,433
)

 -

 ( 6,572,433
)

 -

 -

 -

 ( 3,775,559
)

 ( 730,907
)

)

 Balance – December 31, 2024

 9,815,749

 $
 9,816

 $
 3,101,092

 $
 -

 $
 ( 730,907
)

 $
 2,380,001

 Balance

 9,815,749

 $
 9,816

 $
 3,101,092

 $
 -

 $
 ( 730,907
)

 $
 2,380,001

 See
notes to consolidated financial statements.

 F- 6

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2024

 2023

 2024

 2023

 OPERATING ACTIVITIES

 $
)

 $
)

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

 Depreciation and amortization

 1,576,457

 1,431,816

 Loss on debt extinguishment

 1,888,889

 -

 Gain on sale of building

 ( 205,146
)

 -

 Amortization of right-of-use assets

 3,273,597

 2,570,202

 Write-down of obsolete and slow-moving inventory

 2,491,934

 2,471,653

 Non-cash interest expense

 32,500

 32,000

 Change in contingent consideration

 -

 ( 774,900
)

 Loss on vendor settlement

 -

 91,291

 Change in allowance for credit losses

 12,925

 15,425

 Impairment of goodwill

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 394,517
)

 ( 88,366
)

 ( 2,375,226
)

 ( 2,032,996
)

 Prepaid expenses and vendor deposits

 ( 300,118
)

 ( 92,016
)

 Other current assets

 27,036

 140,801

 Due to related party

 ( 2,440,094
)

 ( 1,416,638
)

 Other assets

 ( 76,317
)

 ( 16,090
)

 Accounts payable and accrued expenses

 1,178,624

 1,430,867

 Contract liabilities

 ( 127,057
)

 ( 21,604
)

 Lease liabilities

 ( 3,121,863
)

 ( 2,438,179
)

 NET CASH USED IN OPERATING ACTIVITIES

 ( 3,064,842
)

 ( 2,525,354
)

 INVESTING ACTIVITIES

 Payment for acquisition

 ( 5,475,000
)

 ( 750,000
)

 Proceeds from sale of Saugerties, NY building

 749,000

 -

 Purchases of property and equipment

 ( 251,793
)

 ( 179,623
)

 NET CASH USED IN INVESTING ACTIVITIES

 ( 4,977,793
)

 ( 929,623
)

 FINANCING ACTIVITIES

 Proceeds from security purchase agreement

 1,700,000

 -

 Principal payments on loan payable

 ( 2,535,758
)

 ( 558,095
)

 Proceeds from acquisition loan

 7,500,000

 -

 Proceeds from initial public offering (IPO)

 4,000,000

 -

 Payment for IPO-related cost

 ( 1,420,000
)

 Investment from parent company

 1,736,412

 3,415,081

 Due to related party

 ( 2,306,016
)

 -

 Proceeds from warrant exercised

 1,889

 -

 NET CASH PROVIDED BY FINANCING ACTIVITIES

 8,676,527

 2,856,986

 NET INCREASE (DECREASE) IN CASH

 633,892

 ( 597,991
)

 CASH — BEGINNING OF PERIOD

 2,020,571

 CASH — END OF PERIOD

 $
 2,056,472

 $

 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

 Cash paid for interest

 $
 816,151

 $
 199,705

 Cash paid for income tax

 $
 -

 $
 -

 NON-CASH INVESTING AND FINANCING ACTIVITIES

 Promissory note related to acquisition

 $
 1,825,000

 $
 718,000

 Right-of-use assets obtained in exchange for operating lease liabilities

 $
 4,609,608

 $
 1,325,409

 See
notes to consolidated financial statements

 F- 7

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 NOTE
1. ORGANIZATION

 Organization

Choice Wellness Corp. (the "Company" or "HCWC" or "we" or "our" or "us")
is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.

its wholly owned subsidiaries, the Company operates:

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

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

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

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

 Ellwood
 Thompson's, an organic and natural health food and vitamin store located in Richmond, Virginia.

 GreenAcres
 Market, an organic and natural health food and vitamin chain with five store locations in Kansas and Oklahoma. GreenAcres Market
 offers organic and all natural products and vitamins from both top national brands as well as locally sourced specialty brands.

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

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

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

 F- 8

 Sourcing
and Vendors

 We
source from multiple suppliers. These suppliers range from small independent businesses to multinational conglomerates. For the years
ended December 31, 2024 and 2023, approximately 25 % and 41 % of our total purchases were from one vendor, respectively.

 Spin-Off

 Healthier
Choices Management Corp. ("HCMC" or the "Parent") announced on August 22, 2022 that its Board of Directors approved
the separation of the grocery business, including wellness business, into an independent, publicly traded company (the "Spin-Off"
or "Separation"). Prior to the Spin-Off, HCWC was a subsidiary under HCMC, which operated the Ada's Natural Market,
Paradise Health & Nutrition, Mother Earth's Storehouse, Greens Natural Foods, Ellwood Thompson's, and GreenAcres Market
retail brands, as well as licensed wellness centers and Healthy U Wholesale.

 On
September 13, 2024 (the "Spin-Off Date"), after the New York Stock Exchange American ("NYSEAM") market closing,
the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became an independent, publicly traded company, and on September
16, 2024, the stock commenced trading on the NYSEAM under the stock symbol "HCWC."

 HCMC
distributed all the outstanding shares of common stock held by it on a pro rata basis to holders of HCMC's common stock. For each
 208,632 shares of HCMC common stock held as of 5:00 p.m., New York City time, on September 9, 2024, the record date for the Spin-Off
(the "Record Date"), a HCMC stockholder was entitled to receive one ( 1) share of Class A common stock and three ( 3) shares
of Class B common stock. The Distribution was made in book-entry form by a distribution agent as soon as practicable after the date of
the Distribution.

 HCMC
has secured binding commitments of $ 13.25 million in equity financing for HCWC from the same group of investors that invested $ 13.25
million in HCMC Series E Preferred Stock. Pursuant to the Securities Purchase Agreement for the HCMC Series E Stock ("HCMC Series
E SPA"), the purchasers of HCMC Series E Stock will also be required to purchase Series A Preferred Stock of HCWC in the same subscription
amounts that the Purchasers paid for the HCMC Series E Stock (regardless of whether or not such HCMC Series E Stock has been converted
into HCMC common stock).

 NOTE
2. GOING CONCERN

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

 The
Company currently and historically has reported net losses and cash outflows from operations. Cash and cash equivalents increased to
approximately $ 2.1
million as of December 31, 2024, compared to $ 1.4
million as of December 31, 2023, driven by increased sales and improved sales margin. Working capital deficit decreased from
negative $ 2.6 million as
of December 31, 2023, to negative $ 2.2
million as of December 31, 2024, primarily due to improvement in cash reserves and inventory management. Net losses improved to
$ 4.5 million for the
year ending December 31, 2024 from $ 9.9
million for the year ended December 31, 2023. Cash used in operating activities increased to $ 3.1
million in 2024 from $ 2.5
million in 2023, respectively.

 On
July 18, 2024, HCWC entered into a $ 7.5 million loan and security agreement with a private lender to support its expansion plans and
funding of any working capital needs, of which $ 4.2 million was used for the July 18, 2024 purchase of GreenAcres Market. The face amount
of the loan is $ 7,500,000 with 12 % annual interest and has a maturity date of July 17, 2027. On July 24, 2024, the Company finalized
the closing of Saugerties building sale with all parties involved and received net proceeds of $ 695,000.

 On
August 18, 2022, HCMC entered into a Securities Purchase Agreement ("HCMC Preferred Stock") pursuant to which the HCMC sold
and issued 14,722 shares of its Series E Convertible Preferred Stock to institutional investors for $ 1,000 per share or an aggregate
subscription of $ 13.25 million. This same group of investors committed to invest $ 13.25 million in HCWC after the Spin-Off and IPO transactions
were completed. As such, HCWC entered into an agreement to sell shares of its Series A Convertible Preferred Stock (the "Series
A Preferred Stock"), with the gross proceeds from such offering expected to be $ 13.25 million. The institutional investors that
acquired HCMC Series E Preferred Stock are contractually required to purchase the Series A Preferred Stock in the same dollar amounts
as they invested in the HCMC Series E Preferred Stock (regardless of whether or not such HCMC Series E Preferred Stock has been converted
into HCMC common stock).

 The
Company believes its cash on hand and the commitment of $ 13.25 million raised through its security offering noted above will enable the
Company to meet its obligations and capital requirements for at least the twelve months from the date these financial statements are
issued. Accordingly, no adjustment has been made to the financial statements to account for this uncertainty.

 F- 9

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

 Basis
of Presentation

 The
accompanying consolidated financial statements are prepared in accordance with U.S. GAAP.

 The
Company has historically operated as part of HCMC and not as a standalone company. Financial statements representing the historical operations
of HCMC's grocery segment have been derived from HCMC's historical accounting records and are presented on a carve-out basis
through the Spin-Off date. The Company's financial statements for the period September 14, 2024 through December 31, 2024 are consolidated
financial statements based on the reported results of HCWC as a stand-alone company. HCMC completed steps to spin off its grocery segment
and wellness business into HCWC. The entities under the grocery segment and wellness business were contributed (100%) to HCWC, as such
the accompanying consolidated financial statements through the Spin-Off date have been contributed to HCWC using their carryover
basis in accordance with Accounting Standard Codification ("ASC") Topic 805, Business Combinations ("ASC 805")
for entities under common control. All revenues and costs as well as assets and liabilities directly associated with the business activity
of the Company are included in the consolidated financial statements. The consolidated financial statements also
include allocations of certain general, administrative, sales and marketing expenses from HCMC though the Spin-Off date. However, the amounts
recognized by the Company are not necessarily representative of the amounts that would have been reflected in the consolidated
financial statements had the Company operated independently of HCMC. Related-party allocations are discussed further in Note 18.

 Segment
Reporting

 Operating
segments are identified as components of an enterprise about which separate discrete financial information is available for evaluation
by the operating decision makers, or decision-making group, in making decisions on how to allocate resources and assess performance.
The Company operates as a single reportable segment, as the CODM reviews financial performance and makes decisions on a consolidated
basis.

 Principles
of Consolidation

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

 Net
Parent Investment

 The
accompanying consolidated financial statements were derived from the consolidated financial statements of HCMC on a carve-out
basis though the Spin-Off date, and the consolidated financial statements also include allocations of certain general, administrative,
legal, and marketing expenses from HCMC. The primary components of the Net Parent Investment are intercompany balances other than related
party payables, the allocation of shared costs, and funding received to cover any shortfall in operating cash requirements. Balances
between HCMC and the Company that were not historically cash settled are included in Net Parent Investment. Net Parent Investment represents
the cumulative investment by HCMC in the Company through the Spin-Off date. Upon Spin-Off, the Company reclassed the balance in net parent
investment to additional paid-in capital.

 Use
of Estimates in the Preparation of the Financial Statements

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

 Revenue
Recognition

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

 The
Company promotes its products with trade incentives and promotions. These programs include sales discounts, rebates, coupons,
volume-based incentives, refunds, and returns, which represent variable considerations. The estimation of variable consideration
involves judgment and is constrained to avoid overstatement of revenue. The Company applies the expected value method or the most
likely amount method, depending on which better predicts the consideration to which it will be entitled. Management evaluates these
estimates on a quarterly basis. The trade incentives and promotions are recorded as a reduction to the transaction price based on
amounts estimated as being due to customers at the end of the period. The Company derives these estimates based on historical
experience. The Company does not receive a distinct service in relation to the trade incentives and promotions.

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

 identify
 arrangements with customers.

 identify
 performance obligations.

 determine
 transaction price.

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

 recognize
 revenue as performance obligations are satisfied.

 The Company does not have significant revenue recognized
over time due to the nature of retail store operation. The Company recognizes revenue at a point in time when control of goods or services
transfers to the customer.

 F- 10

 Shipping
and Handling

 Shipping
charges billed to customers are included in net sales and the related shipping and handling costs are included in cost of sales. For
the years ended December 31, 2024 and 2023, shipping and handling costs of approximately $ 132,000 and $ 117,000, were included in cost
of sales, respectively.

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash
equivalents. The majority of the Company's cash is concentrated in one financial institution, which is in excess of Federal Deposit
Insurance Corporation (FDIC) coverage. The Company has not experienced any losses in such accounts. The Company did not have any cash
equivalents as of December 31, 2024 and December 31, 2023.

 A
summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 as of December 31, 2024 and December 31, 2023
is presented below:

OF FINANCIAL INSTITUTION THAT HAD CASH IN EXCESS OF FDIC LIMITS

 2024

 2023

 Total cash and restricted cash in excess of FDIC limits

 $
 715,852

 $
 161,644

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

 Accounts
Receivable, Contract Assets and Contract Liabilities

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

 The
majority of arrangements with customers contain one performance obligation: to provide a distinct set of products or services. Most performance
obligations are satisfied simultaneously as the Company exchanges products or services for customer payment. Exceptions include gift
cards and loyalty rewards, for which the Company has a performance obligation to deliver products or services at a future date. As gift
cards are purchased and loyalty points earned, contract liabilities are recorded until the performance obligations are satisfied through
delivery of products or services or breakage based on gift card and loyalty reward program term limits. For the years ended December 31, 2024 and 2023, the contract liability balance were approximately $ 80,000 and $ 208,000,
respectively.

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

 In
August 2024, the Company transitioned its customer loyalty program from a points-based system to a VIP membership structure. Under the
original loyalty program, customers earned redeemable loyalty points based on qualifying purchases, which have been discontinued. Existing
unredeemed loyalty points remain valid for redemption until January 31, 2025. The new VIP program provides members with immediate discounts
on qualifying purchases, replacing the accrual of future points. The elimination of future loyalty point accruals reduces the Company's
ongoing contract liability obligations, as discounts under the VIP program are recognized as reductions to revenue at the time of sale.

 F- 11

 Other
Current Assets

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

are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
net realizable value, adjustments are recorded to write down excess carrying value to their net realizable value. The Company's
inventories consist primarily of merchandise available for resale, such as fresh produce, perishable grocery items and non-perishable
consumable goods. Slow-moving inventory is rotated out and obsolete inventory is removed (expensed) on a monthly basis.

 Property,
Plant, and Equipment

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

 Identifiable
Intangible Assets

 Identifiable
intangible assets are recorded at cost, or when acquired as part of a business acquisition, at estimated fair value. Certain identifiable
intangible assets are amortized over 4 to 13 years. Similar to tangible personal property and equipment, the Company periodically evaluates
identifiable intangible assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be
recoverable.

 Impairment
of Long-Lived Assets

 The
Company reviews all long-lived assets such as property and equipment and amortized intangible assets for impairment whenever events or
changes in circumstances indicate that the carrying value of the asset may not be recoverable. The recoverability of assets to be held
and used is measured by a comparison of the carrying amount of an asset to the estimated future cash flows expected to be generated by
the asset or asset group. Impairment is measured by the amount by which the carrying value of the asset(s) exceeds their fair value.
There were no triggering events that would indicate impairment of long-lived assets in the twelve months period ended on December 31,
2024.

 F- 12

 The
Company assesses the carrying amounts of goodwill for recoverability on at least an annual basis or when events or changes in circumstances
indicate evidence of potential impairment exists, using a fair value-based test. In performing the Company's analysis of goodwill, the Company first
evaluates qualitative factors, including relevant events and circumstances, to determine whether it is more likely than not that the fair
value of a reporting unit is less than its carrying amount. An impairment charge for the amount by which the carrying amount exceeds the
reporting unit's fair value should be recognized; however, the loss recognized should not exceed the total amount of goodwill allocated
to that reporting unit. Application of the goodwill impairment test requires
significant judgments including estimation of future cash flows, which is dependent on internal forecasts, estimation of the long-term
rate of growth for the businesses, and the useful life over which cash flows will occur. Changes in these estimates and assumptions could
materially affect the determination of fair value and/or conclusions on goodwill impairment for the Company. Our annual impairment test
is conducted on September 30 of each year or more often if deemed necessary.

 The
Company incurred a non-cash impairment charge of $ 6,104,000 for the year ended December 31, 2023.

 In
July 2024, the Company acquired GreenAcres Market and recorded goodwill of $ 2,212,000 from the acquisition.

 During
the years ended December 31, 2024, there was no goodwill impairment charges recognized by the Company in the audited consolidated statements
of operations.

 Advertising

 Advertising
expense is classified as selling, general and administrative expense on the consolidated statements of operations. The Company
expenses advertising costs as incurred. For the years ended December 31, 2024 and 2023, the company incurred advertising expenses of
$ 581,000 and $ 564,000, respectively.

 401(k)
retirement savings plan

 The
Company's employees are offered a 401(k)-retirement savings plan that is currently administered under HCMC with discretionary contribution
matching opportunities. HCMC will continue provide this service to HCWC's employees pursuant to the Transition Service Agreement
("TSA") executed upon the separation. The Company is in the process of establishing this service with its payroll provider,
and expects to provide 401(k) to its own employees at the beginning of next year. 401K employer expense amounted to $ 94,000 and $ 82,000
for the years ended December 31, 2024 and 2023, respectively.

 Earnings
per share

 Basic
earnings per share is computed using the weighted average number of common shares outstanding during the periods presented. Diluted earnings
per share is computed using the weighted average number of common shares outstanding adjusted to include the potentially dilutive effect
of stock awards. There is no dilution for the years ended December 31, 2024 and 2023.

 On
September 16, 2024, the Company separated from HCMC. As referenced in Note 1. Organization, the Separation resulted in the initial issuance
of approximately 9.2 million shares of HCWC common stock. For purposes of computing basic and diluted earnings per common share for the
year ended December 31, 2023, the number of HCWC common shares issued upon separation and distribution was used to reflect the outstanding
shares.

 The
following table sets forth the computation of basic and diluted earnings per share attributable to the Company's stockholders.

OF EARNINGS PER SHARES

 2024

 2023

 2024

 2023

 NET LOSS

 $
)

 $
)

 BASIC AND DILUTED WEIGHTED AVERAGE COMMON SHARES

 9,395,500

 9,226,860

 BASIC AND DILUTED NET LOSS PER SHARE

 $
 ( 0.48
)

 $
 ( 1.08
)

 Income
Taxes

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

 ASC
740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be
sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits
as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2024
or 2023. The Company had no uncertain tax positions as of December 31, 2024 and 2023.

 Leases

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

 The
Company did not have finance leases in year 2024 and 2023. If the Company enters into a finance lease in the future, it will be accounted
for in accordance with ASC Topic 842.

 F- 13

 Fair
Value Measurements

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

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

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

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

 Recurring
Fair Value Measurements

 The
Company's financial instruments consist primarily of cash and cash equivalents, accounts receivable, accounts payable, operating,
derivatives and borrowings. Management believes that the carrying value of cash and cash equivalents, accounts receivable, accounts payable,
and borrowings are representative of their respective fair values. All derivatives are recognized as either assets or liabilities on
the balance sheet at fair value at the end of each quarter.

 Nonrecurring
Fair Value Measurements

 The
Company's assets measured at fair value on a nonrecurring basis include long-lived assets, indefinite-lived intangible assets and
goodwill. The Company reviews the carrying amounts of such assets at least annually or whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Any resulting asset impairment would require that the asset be recorded at its fair
value. The resulting fair value measurement of the assets are considered to be Level 3 measurements.

 Business
Combination

 The
Company applies the provisions of ASC 805 in the accounting for acquisitions of businesses. ASC 805 requires the Company to use the acquisition
method of accounting by recognizing identifiable assets and liabilities, including intangible assets of acquired businesses at their
fair value at the date of acquisition. When the Company acquires control of a business, any previously held equity interest also is remeasured
to fair value. The excess of the purchase consideration and any previously held equity interest over the fair value of identifiable net
assets acquired is goodwill. If the fair value of identifiable net assets acquired exceeds the purchase consideration and any previously
held equity interest, the difference is recognized in the consolidated statements of operations immediately as a gain or loss
on acquisition. Acquisition-related expenses are expensed
as incurred and the expenses are recorded in operating expenses in the consolidated statements of operations.

 Recent
Accounting Pronouncements

 Public
companies in the United States are subject to the accounting and reporting requirements of various authorities, including FASB and the
SEC.

 In
June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2016-13,
"Financial Instruments - Credit Losses (ASC 326)" This standard replaced the incurred loss methodology with an expected loss
methodology that is referred to as the current expected credit loss ("CECL") methodology. CECL requires an estimate of credit
losses for the remaining estimated life of the financial asset using historical experience, current conditions, and reasonable and supportable
forecasts and generally applies to certain financial assets. The Company adopted ASC 326 on January 1, 2023, and estimated expected credit
losses based on aging schedule, and provisioned approximately $ 28,000 and $ 15,000 credit loss for the year ended December 31, 2024 and
2023, respectively.

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

 On
November 27, 2023, FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures",
which requires public entities to consider relevant qualitative and quantitative factors when determining whether segment expense categories
and amounts are significant, and identify segment expenses on the basis of amounts that are regularly provided to the CODM, and included
in reported segment profit or loss. The ASU is effective for fiscal years beginning after Dec. 15, 2023, and interim periods within fiscal
years beginning after Dec. 15, 2024. The Company adopted this standard effective January 1, 2024, applying it retrospectively to all
periods presented. As the Company has one reportable segment, the adoption had no material impact on the Company's financial statements,
but resulted in additional expense disclosures and reconciliations in the financial statement footnotes. See Note 5 for details.

 F- 14

 NOTE
4. CONCENTRATIONS

 Cash
and Cash Equivalents

 The
Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash
equivalents. The majority of the Company's cash is concentrated in one large financial institution, which is in excess of Federal
Deposit Insurance Corporation (FDIC) coverage.

 The
Company has not experienced any losses in such accounts. The Company did no t have any cash equivalents as of December 31, 2024 and December
31, 2023.

 A
summary of the financial institution that had cash in excess of FDIC limits of $ 250,000 on December 31, 2024 and December 31, 2023 is
presented below:

OF CASH IN EXCESS OF FDIC LIMITS

 2024

 2023

 Total cash in excess of FDIC limits of $ 250,000

 $
 715,852

 $
 161,644

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

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

OF RECONCILIATION OF CASH AND CASH EQUIVALENTS

 2024

 2023

 Cash

 $
 2,056,472

 $

 Sourcing
and Vendors

 We
source from approximately 1,000 suppliers and offer well-over 4,000 brands. These suppliers range from small independent businesses to
multi-national conglomerates. We purchased approximately 70 % and 75 % of the goods we sell from our top 20 suppliers for the years ended
December 31, 2024 and 2023, respectively, approximately 25 % and 41 % of our total purchases were from UNFI for the years ended December
31, 2024 and 2023, respectively. We maintain good relations with all our suppliers and believe we have adequate alternative supply methods,
including self-distribution.

 As
mentioned, UNFI is our primary supplier of dry grocery and frozen food products. Our customer distribution agreement with UNFI commenced
September 1, 2022, and has an initial term through September 1, 2027. Either party may terminate the agreement for defaults by the other
party of certain provisions of the agreement. We are obligated to purchase a minimum annual volume of products from UNFI, except in certain
defined circumstances when such purchasing obligation is excused. Pricing under our agreement with UNFI is on a "cost plus"
basis. We believe UNFI has sufficient warehouse capacity and distribution technology to service our existing stores' distribution
needs for natural foods and products.

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

 F- 15

 NOTE
5. SEGMENT REPORTING AND DISAGGREGATION OF REVENUES

 The
Company operates in two operating segments: Grocery and Wellness. In accordance with ASC 280, these segments have been aggregated into
a single reportable segment because they share similar economic characteristics and meet all aggregation criteria, including similar
nature of products sold, product acquisition process, customer base, distribution methods, and regulatory environment.

 The
Company's CODM reviews financial results and allocates resources at the consolidated level, as the aggregated segments operate
as one integrated business unit. No segment-specific financial metrics are used by the CODM to assess performance.

 The
Company adopted ASU 2023-07 effective January 1, 2024, on a retrospective basis. As the Company operates as a single reportable segment,
the adoption did not have an impact on the Company's consolidated financial statements. However, it did result in enhanced disclosures
related to segment expenses and reconciliations to consolidated totals. Specifically, the Company has begun disclosing segment-specific
expenses that are regularly reviewed by the CODM, Jeffrey Holman, the Company's Chief Executive Officer, in accordance with the
new standard. This adoption did not have an impact on the Company's consolidated financial statements.

 The
following table summarizes the significant segment expenses:

OF SIGNIFICANT SEGMENT EXPENSES

 2024

 2023

 Advertising

 $
 581,357

 $
 564,405

 Payroll and Benefits

 13,963,361

 12,645,985

 Occupancy

 6,573,925

 5,280,405

 Depreciation and Amortization

 1,576,457

 1,431,816

 Bank Service Charges and Merchant Account Fees

 1,331,637

 927,863

 Other selling, general and administrative expenses

 1,680,001

 1,368,736

 Goodwill impairment

 -

 Total significant reporting segment expenses

 $
 25,706,738

 $
 28,323,210

 The
following table summarizes the reconciliations of reportable segment profit or loss and assets to the Company's consolidated totals:

OF RECONCILIATIONS OF REPORTABLE SEGMENT

 2024

 2023

 Segment net operating income (loss)

 $
 1,358,571

 $
 ( 7,974,985
)

 Unallocated amount

 ( 3,136,049
)

 ( 2,549,084
)

 Consolidated loss from operation

 $
 ( 1,777,478
)

 $
 ( 10,524,069
)

 2024

 2023

 Total reporting segment assets

 $
 30,698,054

 $

 Unallocated amount

 3,414,463

 -

 Consolidated total assets

 $
 34,112,517

 $

 When
the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories
that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors, including the
nature of products sold, product acquisition processes, customer types, distribution methods, and regulatory environments.

DISAGGREGATED REVENUES

 2024

 2023

 Retail Grocery

 $
 60,690,718

 $
 47,243,163

 Food service/restaurant

 8,679,160

 8,440,245

 Online/eCommerce

 6,385

 Total revenue

 $
 69,370,803

 $
 55,689,793

 The Company does not have significant revenue recognized
over time due to the nature of retail store operation. The Company recognizes revenue at a point in time when control of goods or services
transfers to the customer. Revenue is recognized as follows:

 Retail
 Sales: At the point of sale when payment is received, products are physically transferred,
 and title passes.

 Advertising
 Services (COOP Revenue): When promotional materials are distributed to end-user customers.

 F- 16

 NOTE
6. ACCOUNTS RECEIVABLE, NET

 Accounts
receivable is mainly related to cooperative advertising (CO-OP) billing from each of the HCWC entities. HCWC bills its vendors for
advertising vendors' products in our sales channels. Advertising revenue is included in sales revenue in the consolidated
statement of operations. The Company recorded advertising revenue of approximately $ 970,000
and $ 249,000 for
the years ended December 31, 2024 and 2023, respectively. The Company's accounts receivable totaled approximately $ 510,000
and $ 128,000 at
December 31, 2024 and December 31, 2023, respectively. The accounts receivable balance at January 1, 2023 was approximately $ 55,000.

 The
Company's credit loss is attributable to accounts receivable, and the Company determines the required allowance for expected credit
losses using information such as customer credit history, current conditions, and reasonable and supportable forecasts about the
future. Amounts are recorded to the allowance
when it is determined that expected credit losses may occur. The Company reserved approximately $ 28,000 and $ 15,000 credit loss for the
years ended December 31, 2024 and 2023, respectively.

 NOTE
7. INVENTORIES

are measured at the lower of cost and net realizable value using the average cost method. If the cost of the inventories exceeds their
market value, adjustments are recorded to write down excess inventory to its net realizable value. The Company, as a result of its physical
inventory observations recorded the write down of inventories amounting to approximately $ 2.5 million in 2024 and 2023, respectively.
The Company's inventories consist primarily of merchandise available for resale.

 NOTE
8. ACQUISITIONS

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

 Ellwood
Thompson's

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

 The
cash purchase price under the Asset Purchase Agreement was $ 750,000, and a promissory note provided to the seller of $ 750,000, with a
fair value of $ 718,000. For twelve months ended on December 31, 2024, the Company recognized approximately $ 40,000 interest expense.
In addition, the Company entered into a new lease agreement with the landlord and entered into an employment agreement with the store
manager.

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

OF PURCHASE PRICE ALLOCATION

 October 1,

 2023

 Purchase Consideration

 Cash consideration paid

 $
 750,000

 Promissory note

 718,000

 Total Purchase Consideration

 $
 1,468,000

 Purchase price allocation

 Inventory

 $
 851,000

 Property, plant, and equipment

 Intangible assets

 291,000

 Right of use asset - Operating lease

 1,325,000

 Other liabilities

 ( 31,000
)

 Operating lease liability

 ( 1,325,000
)

 357,000

 Net assets acquired

 $
 1,468,000

 Finite-lived intangible assets

 Trade Names ( 8 years)

 $
 291,000

 Total intangible assets

 $
 291,000

 F- 17

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

 GreenAcres
Market

 On
July 18, 2024, the Company through its wholly owned subsidiary, Healthy Choice Markets VI, LLC, entered into an Asset Purchase Agreement
with (i) GreenAcres Markets of Oklahoma, LLC, an Oklahoma limited liability company, (ii) GACorp, Inc., a Kansas corporation; and (iii)
the group of equity holders owning the majority interests of the Sellers. Pursuant to the Purchase Agreement, the Company acquired certain
assets and assumed certain liabilities related to five GreenAcres Market's grocery stores in Kansas and Oklahoma. The Company continued
to operate the grocery stores under their existing name.

 The
cash purchase price under the Asset Purchase Agreement was $ 5,475,000, and a promissory note provided to the seller of $ 1,825,000. In
addition, the Company entered into five new lease agreements with the landlords of the grocery stores.

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

 July 18,

 2024

 Purchase Consideration

 Cash consideration paid

 $
 5,475,000

 Promissory note

 1,568,000

 Total Purchase Consideration

 $
 7,043,000

 Purchase price allocation

 Inventory

 $
 2,400,000

 Property, plant, and equipment

 127,000

 Intangible assets

 2,304,000

 2,212,000

 Net assets acquired

 $
 7,043,000

 Finite-lived intangible assets

 Trade Names ( 13 years)

 $
 1,584,000

 Non-Compete Agreement ( 5 years)

 720,000

 Total intangible assets

 $
 2,304,000

 Revenue
and Earnings

 The
following unaudited pro forma summary presents consolidated information of the Company, including Ellwood Thompson's and GreenAcres
Market, as if the business combinations had occurred on January 1, 2023, the earliest period presented herein:

OF UNAUDITED PROFORMA INFORMATION

 2024

 2023

 Sales

 $
 77,762,430

 $
 80,173,326

 ( 4,791,021
)

 ( 11,401,315
)

 The
pro forma financial information includes adjustments that are directly attributable to the business combinations and are factually supportable.
The pro forma adjustments include incremental amortization of intangible, fixed assets depreciation and lease amortization. The proforma
data gives effects to actual operating results prior to the acquisition. These proforma amounts do not purport to be indicative of the
results that would have actually been obtained if the acquisitions occurred as of the beginning of each period presented or that may
be obtained in future periods.

 F- 18

 NOTE
9. ASSETS HELD FOR SALE

 On
February 7, 2024, the Company closed the operation of the Saugerties, NY store. The decision was based on management's plan to
maximize the profitability of the grocery segment. The Company transferred all operating assets and liabilities to other neighboring
stores. The building, which is owned by the Company, has a net carrying value of approximately $ 544,000 and was put up for sale in February at its fair market value.
The Company has classified the building as held for sale in accordance with ASC 360, " Property, Plant, and Equipment."
The building was previously classified as property, plant, and equipment (PP&E) and included in long-term assets.

 On
July 24, 2024, the Company finalized the closing of Saugerties, NY building sale with all parties involved and received net proceeds
of $ 695,000. The building was sold at fair market value of $ 749,000 and the Company paid approximately $ 54,000 in legal fees, commission
and other miscellaneous expenses. The title and deed were transferred on the closing date.

 NOTE
10. PROPERTY, PLANT, AND EQUIPMENT

 Property,
plant, and equipment consist of the following as of December 31, 2024 and 2023:

OF PROPERTY, PLANT AND EQUIPMENT

 Year Ended December 31,

 2024

 2023

 Displays

 $
 312,146

 $
 312,146

 Building

 -

 575,000

 Furniture and fixtures

 720,657

 505,436

 Leasehold improvements

 1,991,953

 1,925,385

 Computer hardware & equipment

 209,029

 141,682

 Other

 710,682

 680,718

 Property, plant and equipment
 gross

 3,944,467

 4,140,367

 Less: accumulated depreciation and amortization

 ( 1,967,998
)

 ( 1,463,728
)

 Total property, plant, and equipment

 $
 1,976,469

 $
 2,676,639

 The
Company incurred approximately $ 0.5 million of depreciation expense for the years ended December 31, 2024 and 2023, respectively.

 F- 19

 NOTE
11. INTANGIBLE ASSETS

 Intangible
assets, net consist of the following as of December 31, 2024 and 2023:

OF INTANGIBLE ASSETS, NET

 December 31, 2024

 Useful Lives
 (Years)

 Gross
 Carrying

 Accumulated
 Amortization

 Net
 Carrying

 Trade names

 8 - 13 years

 $
 4,444,000

 $
 ( 1,427,798
)

 $
 3,016,202

 Customer relationships

 4 - 6 years

 2,669,000

 ( 1,628,639
)

 1,040,361

 Non-compete

 4 - 5 years

 2,322,000

 ( 937,085
)

 1,384,915

 Intangible assets, net

 $
 9,435,000

 $
 ( 3,993,522
)

 $
 5,441,478

 December 31, 2023

 Useful Lives
 (Years)

 Gross
 Carrying

 Accumulated
 Amortization

 Net
 Carrying

 Trade names

 8 - 10 years

 $
 2,860,000

 $
 ( 1,035,443
)

 $
 1,824,557

 Customer relationships

 4 - 6 years

 2,669,000

 ( 1,330,972
)

 1,338,028

 Non-compete

 4 - 5 years

 1,602,000

 ( 586,066
)

 1,015,934

 Intangible assets, net

 $
 7,131,000

 $
 ( 2,952,481
)

 $
 4,178,519

 Intangible
assets are amortized on a straight-line basis. Amortization expense was approximately $ 1.0 million and $ 0.9 million for the years ended
December 31, 2024 and 2023, respectively.

 The
weighted-average remaining amortization period of the Company's amortizable intangible assets is approximately 5 years as of December
31, 2024. The estimated future amortization of the intangible assets is as follows:

 SCHEDULE OF ESTIMATED FUTURE AMORTIZATION OF INTANGIBLE ASSETS

 For the years ending December 31,

 2025

 $
 1,180,613

 2026

 1,103,576

 2027

 964,771

 2028

 655,332

 2029

 302,221

 Thereafter

 1,234,965

 Total

 $
 5,441,478

 NOTE
12. GOODWILL

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

 As
a result of the impairment test in 2023, the entire $ 6.1 million carrying value of goodwill was recognized as a non-cash impairment charge
in 2023. There was no impairment of goodwill during the year ended December 31, 2024 based on the annual impairment assessment for 2024.

 The
changes in the carrying amount of goodwill as of December 31, 2024 and December 31, 2023 are as follows:

OF GOODWILL

 2024

 2023

 Beginning balance

 $
 -

 $
 5,747,000

 Acquisitions

 2,212,000

 357,000

 Impairment

 -

 ( 6,104,000
)

 Ending balance

 $
 2,212,000

 $
 -

 NOTE
13. ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 At
December 31, 2024 and December 31, 2023, accounts payable and accrued expenses consisted of:

OF ACCOUNTS PAYABLE AND ACCRUED EXPENSES

 2024

 2023

 Trade creditors

 $
 5,133,782

 $
 4,406,299

 Accrued expenses

 997,752

 514,112

 Total

 $
 6,131,534

 $
 4,920,411

 NOTE
14. DEBT

 The
following table provides a breakdown of the Company's debt as of December 31, 2024 and 2023 is presented below:

OF DEBT

 2024

 2023

 2024

 2023

 Promissory note

 $
 11,623,392

 $
 3,106,508

 Debt discount and issuance cost

 ( 284,283
)

 -

 Total debt, net of debt discount and issuance costs

 11,339,109

 3,106,508

 Current portion of long-term debt

 ( 2,200,210
)

 ( 702,701
)

 Current portion of debt discount and issuance cost

 68,873

 -

 Long-term debt

 $
 9,207,772

 $
 2,403,807

 F- 20

 Promissory
Note

 In
connection with the Green's Natural Foods acquisition, on October 14, 2022, the Company issued a secured promissory note (the "Greens
Note") in the principal amount of $ 3,000,000 as a portion of the purchase price. The Greens Note has a five-year term, an interest
rate of 6.0 % per annum and is secured by the assets of the Green's Natural Foods. The outstanding balance was approximately $ 1,809,000
and $ 2,378,000 as of December 31, 2024 and December 31, 2023, respectively. The Company incurred approximately $ 127,000 and $ 160,000
interest expense for the year ended December 31, 2024 and 2023, respectively.

 In
connection with the Ellwood Thompson's acquisition, on October 1, 2023, the Company issued a secured promissory note (the "Ellwood
Note") in the principal amount of $ 750,000, and discounted present value of $ 718,000 as a portion of the purchase price. The Ellwood
Note has a five-year term, an interest rate of 6.0 % per annum. The outstanding balance of the Ellwood Note was approximately $ 595,000
and $ 728,000 in principal amount as of December 31, 2024 and December 31, 2023, respectively. The Company recognized interest expense
of approximately $ 40,000 and $ 39,000 for the years ended December 31, 2024, and 2023, respectively.

 On
January 18, 2024, HCWC entered into a Securities Purchase Agreement (the "Bridge Financing") with institutional investors
whereby (a) HCWC issued a total of approximately $ 1,889,000 in unsecured promissory notes (the "Notes") and (b) on the date
of the pricing of HCWC's initial public offering ("IPO"), HCWC would deliver shares of its common stock equal to approximately
$ 1,889,000 divided by the IPO price ("Bridge Shares"). The aggregate gross proceeds received from the investors in connection
with the Security Purchase Agreement ("SPA") was $ 1,700,000. The Notes were issued at a 10 % original issue discount ("OID")
and accrue interest at a rate of 10% per annum beginning 60 days after issuance of the Notes. All accrued and unpaid principal and interest
shall be due and payable upon the earlier of (1) the closing of the IPO, (2) January 18, 2025 or (3) upon an event of default as defined
in the Notes.

 On
April 8, 2024, HCWC and the institutional investors entered into an amendment to the January 18, 2024 agreement whereby HCWC agreed to
issue warrants (the "Bridge Warrants") exercisable at $ 0.01 per share to purchase 188,889 shares of Class A common stock
(the "Bridge Warrant Shares") in lieu of Bridge Shares. The parties agreed to terminate any existing obligations of the institutional
investors to acquire HCWC Bridge Shares as part of the IPO transaction.

 On
the Spin-Off Date, after the NYSEAM market closing, the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became
an independent, publicly traded company, and on September 16, 2024, the stock was traded on the NYSEAM under the stock symbol "HCWC."

 Upon
the completion of the IPO, HCWC paid in full the principal amount of Notes and OID. At December 31, 2024, the outstanding principal balance
of the Notes and debt discount related with the Notes were at $ 0. HCWC incurred approximately $ 23,500 of debt issuance costs in connection
with the issuance of the Notes, which, together with the OID of approximately $ 189,000, was recorded as a debt discount and was amortized
over the life of the Notes using the straight-line method since such method was not materially different from the interest method. For
the year ended December 31, 2024, approximately $ 298,000 of interest expense was recognized in the accompanying consolidated
statements of operations.

 The
Company used the intrinsic value model to determine the fair value of the Bridge Warrants on April 18, 2024 and remeasured the fair
value on September 16, 2024, and concluded that the fair value of the Bridge Warrants at September 16, 2024 was $ 1,887,001.
Due to the fact that Bridge Warrants exercise was contingent upon the IPO, the Company did not recognize the warrant liability until
the Spin-off date. The Bridge Warrants were exercised on September 17, 2024 by institutional investors. Upon warrant exercise, 188,889 shares
of Class A common stock were issued and the warrant liability was eliminated against the loss on debt extinguishment in the amount
of $ 1,888,889.

 On
July 18, 2024 (the "Loan Effective Date"), the Company entered into a loan and security agreement with a private lender for
a $ 7,500,000 loan (the "Acquisition Loan"). A portion of the Acquisition Loan proceeds were used to acquire GreenAcres Markets.
The loan is guaranteed by all of the subsidiaries of the Company (the "Guarantors") and secured by all of the assets of the
Company and the Guarantors. The Acquisition Loan has a term of three years and interest accrues at a rate of 12 % on amounts borrowed.
The Acquisition Loan may be prepaid at any time at a premium in the amount of ten percent ( 10 %) of the principal amount of the Acquisition
Loan outstanding prior to such prepayment. Payments on the Acquisition Loan are required to be made as follows: $ 1,125,000 on first anniversary
of the Loan Effective Date, $ 1,875,000 on the second anniversary of the Loan Effective Date, and the remaining outstanding principal
balance of principal and accrued interest on the third anniversary of the Loan Effective Date.

 In
connection with the GreenAcres Market acquisition, on August 23, 2024, the Company issued a secured promissory note (the "GreenAcres
Note") in the principal amount of $ 1,825,000 as a portion of the purchase price. The GreenAcres Note has a five-year term, an interest
rate of 6.0 % per annum and is secured by the assets of the GreenAcres Market. The outstanding balance was approximately $ 1,720,000 and
$ 0 as of December 31, 2024 and 2023, respectively. The Company incurred approximately $ 36,000 and $ 0 interest expense for the years ended
December 31, 2024 and 2023, respectively.

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

 The
following table summarizes the 5 -year repayment schedule:

OF DEBT REPAYMENT

 For the years ending December 31,

 2025

 $
 2,200,210

 2026

 3,016,526

 2027

 5,595,359

 2028

 534,923

 2029

 276,374

 Total

 $
 11,623,392

 F- 21

 NOTE
15. COMMITMENTS AND CONTINGENCIES

 Legal
Proceedings

 On
July 31, 2024, one of the Company's subsidiaries, Healthy Choice Markets IV, LLC, was served with a lawsuit filed by a former employee
alleging violations of state and federal wage and hour laws. The Company believes the claims are without merit and intends to vigorously
defend against the lawsuit. While the outcome of this litigation cannot be predicted with certainty, the Company does not believe that
the lawsuit, if adversely resolved, would have a material adverse effect on its financial condition, results of operations, or cash flows.

 From
time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no
other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition
or results of operations as of December 31, 2024. With respect to legal costs, we record such costs as incurred.

 N OTE
16. STOCKHOLDERS' EQUITY

 Spin-Off

 HCMC
announced on August 22, 2022 that its Board of Directors approved separation of the Grocery business, including wellness business, into
an independent, publicly traded company (the "Spin-Off"). Prior to the Spin-Off, HCWC was a subsidiary under HCMC, which
operated the Ada's Natural Market, Paradise Health & Nutrition, Mother Earth's Storehouse, Greens Natural Foods, Ellwood
Thompson's, and GreenAcres Market retail brands, as well as licensed wellness centers and Healthy U Wholesale.

 On
the Spin-Off Date, after the NYSEAM market closing, the Spin-Off of the HCWC business was completed. On September 14, 2024, HCWC became
an independent, publicly traded company, and on September 16, 2024, the stock was traded on the NYSEAM under the stock symbol "HCWC."

 HCMC
distributed all the outstanding shares of Common Stock held by it on a pro rata basis to holders of HCMC's common stock. For each
 208,632 shares of HCMC common stock held as of 5:00 p.m., New York City time, on September 9, 2024, the record date for the Spin-Off
(the "Record Date"), a HCMC stockholder was entitled to receive one (1) share of Class A common stock and three (3) shares
of Class B common stock. The Distribution was made in book-entry form by a distribution agent as soon as practicable after the date of
the Distribution.

 As
of December 31, 2024, 9,815,749 shares of common stock are outstanding.

 The
Company is authorized to issue 40,000,000 shares of Series A convertible preferred stock with par value of $ 0.001, none of which have
been previously issued.

 HCMC
has secured binding commitments of $ 13.25 million in equity financing for HCWC from the same group of investors that invested $ 13.25
million in HCMC Series E Preferred Stock. Pursuant to the Securities Purchase Agreement for the HCMC Series E Stock ("HCMC Series
E SPA"), the purchasers of HCMC Series E Stock will also be required to purchase Series A Preferred Stock of HCWC in the same subscription
amounts that the Purchasers paid for the HCMC Series E Stock (regardless of whether or not such HCMC Series E Stock has been converted
into HCMC common stock).

 F- 22

 NOTE
17. LEASES

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

 The
following table presents information about the amount, timing and uncertainty of cash flows arising from the Company's operating
leases as of December 31, 2024.

OF MATURITY OF LEASE LIABILITIES

 Maturity of Lease Liabilities by Fiscal Year

 2025

 $
 4,221,590

 2026

 3,923,741

 2027

 2,956,171

 2028

 2,280,186

 2029

 1,617,808

 Thereafter

 824,585

 Total undiscounted operating lease payments

 $
 15,824,081

 Less: interest

 ( 1,642,663
)

 Present value of operating lease liabilities

 $
 14,181,418

 The
following summarizes the Company's operating leases:

OF COMPANY'S OPERATING LEASE

 Balance Sheet Classification

 2024

 2023

 Right of use assets

 $
 14,232,240

 $
 11,412,562

 Operating lease liability, current

 $
 3,596,987

 $
 2,748,824

 Operating lease liability, net of current

 10,584,431

 8,461,182

 Total operating lease liabilities

 $
 14,181,418

 $
 11,210,006

 The
amortization of the right-of-use asset of approximately $ 3,274,000 and $ 2,570,000 for the years ended December 31, 2024 and 2023, respectively,
were included in operating cash flows.

 The
following table provides a summary of other information related to the leases at December 31, 2024 and 2023:

OF OPERATING LEASE TERM

 Other Information

 December 31, 2024

 December 31, 2023

 Weighted-average remaining lease term for operating leases

 4 years

 5 years

 Weighted-average discount rate for operating leases

 5.19
 %

 3.98
 %

 Rent
expense for the years ended December 31, 2024 and 2023 was approximately $ 4,196,000 and $ 3,435,000, respectively, and is included in
selling, general and administrative expenses in the accompanying consolidated statement of operations.

 The
following table represents the components of lease expense are as follows for twelve months ended December 31, 2024:

OF COMPONENTS OF LEASE EXPENSE

 2024

 Operating lease cost

 $
 3,273,563

 Variable lease cost

 922,282

 Short-term lease cost

 -

 Total rent expense

 $
 4,195,845

 The
aggregate cash payments under the leasing arrangement was approximately $ 3,122,000 for the year ended December 31, 2024 and was included
in operating cash flows.

 F- 23

 NOTE
18. RELATED PARTY TRANSACTIONS

 Prior
to the Spin-Off, the Company has not historically operated as a separate, stand-alone company and, accordingly has had various relationships
with HCMC whereby HCMC provided services to the Company as noted below. Related party transactions prior to Spin-Off include allocation
of general corporate expenses and advances from parent.

 Allocation
of General Corporate Expenses

 HCMC
provided human resources, accounting, payroll processing, legal and other managerial services to the Company prior to the Spin-Off. The
accompanying consolidated financial statements include allocations of these expenses. Following the Spin-Off, HCWC and HCMC entered into a TSA, under which both companies agreed to provide certain transitional
services to one another to ensure smooth separation. These services are provided on a transitional basis and will continue for a period
of up to one year following the Spin-Off.

 Management
adopted a proportional cost allocation method to allocate HCMC expenses to the Company. The allocation method calculates the
appropriate share of overhead costs to the Company based on management's estimate that the sum of management time and
resources spent managing the Company is approximately equal to the amount of time and resources spent managing HCMC and its
subsidiaries. As a result, 50% of HCMC overhead on a weighted average basis was allocated to the Company based on the fact that
management spent equal amount of time managing HCMC and the Company. The Company believes the allocation methodology used is
reasonable and has been consistently applied, and results in an appropriate allocation of costs incurred. However, these allocations
may not be indicative of the cost had the Company been a stand-alone entity or of future services. HCMC allocated approximately
$ 2.1
million and $ 2.5
million for the years ended December 31, 2024 and 2023, respectively. The pre-Spin-Off allocated amounts will not be cash settled
and are included in the Net Parent's Investment.

 Investment
by Parent

 For
the thirty-six weeks ended September 13, 2024, the net operating expenses of $ 1.7 million incurred by HCMC on behalf of the Company was
included in the Net Parent's Investment. For the year ended December 31, 2023, the net operating expenses of $ 2.5 million incurred
by HCMC on behalf of the Company, $ 0.8 million cash advance attributable to the Ellwood Thompson' acquisition and $ 0.1 million
HCMC loan payment on behalf of Green's Natural Foods were included in the Net Parent's Investment. Upon Spin-Off, the Company
wrote off the net parent investment balance to additional paid-in capital.

 Intercompany
Receivable and Payable

 Prior
to Spin-Off, there was no intercompany agreement between the Company and HCMC. Management has determined those intercompany receivables
and payables will be settled within twelve months after the balance sheet date. As a result, the Company's intercompany balances
are reflected as "due to" or "due from" accounts in the consolidated balance sheets. At the time of
Spin-Off, the Company had a net payable balance to HCMC in the amount of $ 1.2 million, and the Company paid the balance in full to settle
on the Spin-Off date of September 13, 2024. The Company had a net intercompany balance of $ 0.2 million and $ 3.8 million from HCMC as
of December 31, 2024 and December 31, 2023, respectively.

 Agreements
with HCMC

 The
Company entered into several agreements with the former parent that, among other things, effect the separation and govern the relationship
of the parties following the Spin-Off. These agreements include:

 a
 Separation Agreement that will set forth HCMC's and the Company's agreements regarding the principal actions that both
 parties will take in connection with the Spin-Off and aspects of our relationship following the Spin-Off;

 a
 Transition Services Agreement ("TSA") pursuant to which HCMC and the Company will provide each other specified services
 on a transitional basis to help ensure an orderly transition following the Spin-Off.

 a
 Tax Matters Agreement ("TMA") that will govern the respective rights, responsibilities and obligations of HCMC and the
 Company after the Spin-Off with respect to all tax matters and will include restrictions to preserve the tax-free status of the Spin-Off;
 and

 an
 Employee Matters Agreement ("EMA") that will address employment, compensation and benefits matters, including the allocation
 and treatment of assets and liabilities arising out of employee compensation and benefits programs in which our employees participated
 prior to the Spin-Off.

 Under
the terms of the transition services agreement, the HCMC will provide to the Company, on a transitional basis, certain services or functions,
including information technology, accounting, human resources, and payroll functions. Generally, these services will be provided for
a period of up to one year following the Spin-Off. Consideration and costs for the transition services will be determined using several
billing methodologies as described in the agreements, including customary billing and pass-through billing. Costs for transition services
provided by the former parent are recorded within the Consolidated Statements of Operations based on the nature of the services. Following
the Spin-Off, the Company recognized costs of $ 0.4 million for services provided by the former parent in 2024 pursuant to the transition
services agreement.

 NOTE
19. INCOME TAXES

 Prior
to September 13, 2024, the date of the Spin-Off of HCWC as a stand-alone entity, separate tax returns were not filed as they were included
in the consolidated tax reporting of the former parent entity HCMC, within the respective entity's tax jurisdiction. On September
13, 2024, HCWC completed its separation from HCMC through a tax-free distribution of HCWC common stock to HCMC shareholders. The Spin-Off
was structured to qualify as tax-free under Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code (IRC). Pursuant to the Tax
Matters Agreement (TMA) executed with HCMC in December 2023:

 Pre-Spin
 Liabilities: HCMC retains responsibility for all taxes related to HCWC's operations
 prior to September 13, 2024, including audits of HCMC's consolidated returns.

 Post-Spin
 Liabilities: HCWC is solely responsible for taxes attributable to its operations after the
 Spin-Off.

 Indemnification:
 HCWC indemnifies HCMC for taxes arising from post-Spin actions that jeopardize the transaction's
 tax-free status (e.g., violations of IRC Section 355(e)).

 For
periods prior to the Spin-Off, HCWC's tax provision was calculated using the separate return method, as if HCWC had operated as
a standalone taxpayer. Deferred tax assets and liabilities, including net operating losses (NOLs), were allocated to HCWC based on the
carryover tax basis of assets and liabilities transferred in the Spin-Off. This method preserves the tax-free nature of the transaction.

 As
of December 31, 2024, all amounts related to the Company's tax positions are recognized on the Consolidated Balance Sheet. Income
taxes are accounted for under the asset and liability method.

 The Company did not have expected tax expense (benefit) at the U.S. statutory rate 21 % to the actual tax expense (benefit) reflected in the accompanying statement of operations:

OF INCOME TAX EXPENSE (BENEFIT)

 2024

 2023

 Year Ended December 31,

 2024

 2023

 U.S. federal statutory rate

 $
 ( 946,354

)

 ( 2,085,850
)

 State tax benefit net of federal benefit

 ( 243,330

)

 ( 557,568
)

 Change in valuation allowance

 1,358,776

 2,496,515

 True-Up & Deferred Adjustment

 ( 32,683

)

 ( 73,814
)

 Other permanent items

 ( 119,803

)

 209,444

 Change in tax rate

 ( 16,606

)

 11,273

 Income tax provision/(benefit)

 $
 -

 $
 -

 F- 24

 As
of December 31, 2024 and 2023, the Company's deferred tax assets and liabilities consisted of the effects of temporary differences
attributable to the following:

OF DEFERRED TAX ASSETS AND LIABILITIES

 2024

 2023

 Year Ended December 31,

 2024

 2023

 Deferred tax assets:

 NOL carryforward

 $
 3,129,808

 $
 2,449,401

 Intangible assets

 1,958,875

 1,995,960

 Warrant liability

 498,740

 -

 Interest expense

 227,272

 -

 ASC 842 - Lease Accounting

 89,309

 65,172

 Charitable contributions

 30,336

 3,586

 UNICAP 263a Adjustment

 ( 3,823
)

 53,284

 Allowances

 7,485

 -

 Total deferred tax assets

 5,938,002

 4,567,403

 Deferred tax liabilities:

 Net book value of fixed assets

 ( 32,905
)

 ( 21,083
)

 Total deferred tax liabilities

 ( 32,905
)

 ( 21,083
)

 Net deferred tax assets

 5,905,097

 4,546,320

 Valuation allowance

 ( 5,905,097
)

 ( 4,546,320
)

 Net deferred tax assets

 $
 -

 $
 -

 In
assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of
the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future
taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal
of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration
of all of the positive and negative evidence available, management has determined that a valuation allowance is required at December
31, 2024 and 2023 to reduce the deferred tax assets to amounts that are more likely than not to be realized. The Company's valuation
increased by approximately $ 1,358,700 and $ 2,496,500 for the tax years ended 2024 and 2023, respectively. Should the factors underlying management's
analysis change, future valuation adjustments to the Company's net deferred tax assets may be necessary.

 At
December 31, 2024 the Company had U.S. federal and state post-2017 net operating loss carryforwards ("NOLs") of $ 12
million and $ 12.2
million, respectively. Tax Cuts and Jobs Act (TCJA) allows NOLs incurred in tax years beginning in 2018 to be carried forward
indefinitely subject to 80% of taxable income under Internal Revenue Code Section 172. Florida, Kansas, and Oklahoma net operating
losses generated in taxable years beginning after December 31, 2017, are carried forward indefinitely until used and never expire;
however, Oklahoma NOLs are subject to an 80% taxable income limitation per year. New York, New Jersey, and Virginia net operating
losses expire after twenty years.

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

 The Company had no uncertain tax positions as of December 31, 2024, and
2023.

 The
Company files a federal income tax return and income tax returns in various state tax jurisdictions and the Company is generally no longer
subject to examinations by federal and state tax authorities for years before 2021.

 NOTE
20. SUBSEQUENT EVENTS

 The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the consolidated
financial statements were available to be issued. Based upon this review, the Company identified the following subsequent event that would
have required disclosure in the consolidated financial statements.

 On March 2, 2025, subsequent to the fiscal year ended December 31, 2024, the Company entered into an agreement with
certain note holders to exchange $ 450,000 of outstanding principal under its existing Loan and Security Agreement dated July 18, 2024
for 750,000 shares of the Company's Class A common stock. The exchange price of $ 0.60 per share equated to the closing bid price
of the Company's Class A common stock on February 28, 2025. Following this transaction, $ 7,050,000 in principal remains outstanding
under the Loan and Security Agreement. The conversion strengthened the Company's balance sheet by reducing its debt obligations.

 F- 25

 EXHIBIT

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 No.

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 2.1(c)

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

 11/21/18

 2.1

 2.1(d)

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

 12/26/18

 2.2

 2.1(e)

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

 2/8/22

 2.1

 3.1

 Second Amended and Restated Certificate of Incorporation

 S-1/A

 2/13/24

 3.1

 3.2

 Bylaws

 S-1

 9/8/2023

 3.2

 3.3

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

 S-1/A

 12/21/2023

 3.3

 10.1+

 Healthy Choice Wellness Corp. Equity Incentive Plan

 S-1/A

 8/30/24

 10.1

 10.2

 Form of Tax Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.

 S-1/A

 12/21/2023

 10.2

 10.3

 Form of Employee Matters Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.

 S-1/A

 12/21/2023

 10.3

 10.4+

 Healthy Choice Wellness Corp. Form of Restricted Stock Award Agreement

 S-1/A

 8/30/24

 10.4

 10.6+

 Form of Director Indemnification Agreement

 S-1/A

 6/26/2024

 10.6

 10.8

 Form of Transition Services Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.

 S-1/A

 12/21/2023

 10.8

 10.9

 Form of Separation and Distribution Agreement between Healthier Choices Management Corp. and Healthy Choice Wellness Corp.

 S-1/A

 2/13/24

 10.9

 10.10

 Securities Purchase Agreement, dated as of January 18, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named therein

 S-1/A

 2/13/24

 10.10

 10.11

 Form of Promissory Note, dated January 18, 2024

 S-1/A

 2/13/24

 10.11

 10.15

 Form of Common Stock Purchase Warrant, dated April 8, 2024

 S-1/A

 5/24/24

 10.15

 10.16

 First Amendment to Securities Purchase Agreement, dated as of April 8, 2024, by and between Healthy Choice Wellness Corp. and the purchasers named therein

 S-1/A

 5/24/24

 10.16

 Exhibit

 Incorporated
 by Reference

 Filed
 or Furnished

 No.

 Exhibit
 Description

 Form

 Date

 Number

 Herewith

 10.20

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

 8/18/2022

 10.1

 10.21

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

 8-K/A

 3/6/23

 10.1

 10.22

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

 8-K/A

 5/19/23

 10.1

 10.23

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

 8-K/A

 11/3/23

 10.1

 10.24

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

 8-K/A

 2/23/24

 10.1

 21.1

 List of Subsidiaries

 X

 23.1

 Consent of Marcum LLP

 Filed

 31.1

 Certification of Principal Executive Officer (302)

 Filed

 31.2

 Certification of Principal Financial Officer (302)

 Filed

 32.1

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

 Furnished**

 101.INS

 Instance Document

 Filed

 101.SCH

 Taxonomy Extension Schema Document

 Filed

 101.CAL

 Taxonomy Extension Calculation Link base Document

 Filed

 101.DEF

 Taxonomy Extension Definition Link base Document

 Filed

 101.LAB

 Taxonomy Extension Label Link base Document

 Filed

 101.PRE

 Taxonomy Extension Presentation Link base Document

 Filed

 *
Management contract or compensatory plan or arrangement.

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

 Copies
of this report (including the financial statements) and any of the exhibits referred to above will be furnished at no cost to our stockholders
who make a written request to our Corporate Secretary at 3800 North 28th Way, Unit# 1, Hollywood, Florida 33020.

 SIGNATURES

 Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, on March 27, 2025.

 Choice Wellness Corp.

 By:

 /s/
 Jeffrey Holman

 Holman

 Chief
 Executive Officer

 (Principal
 Executive Officer)

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

 Signature

 Title

 Date

 /s/
 Jeffrey Holman

 Principal
 Executive Officer and Director

 March

 Holman

 /s/
 John A. Ollet

 Chief
 Financial Officer

 March

 John
 A. Ollet

 (Principal
 Financial and Accounting Officer)

 /s/
 Gary Bodzin

 March

 Gary
 Bodzin

 /s/
 Behnam Myers

 March

 Behnam
 Myers

 /s/
 Michael Lerman

 March

 Michael
 Lerman