10-Q - TCRG - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2024

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

For the transition period from to

COMMISSION FILE NO. 000-56664

The Cannaisseur Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware<br> <br>(State or other jurisdiction of incorporation)	86-1907561<br> <br>(IRS Employer Identification No.)

650 Ponce De Leon Ave

Suite 300 #2334

Atlanta, GA 30308

(Address of principal executive offices) (Zip Code)

(404) 254-2100

(Registrant’s telephone number, including area code)

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

Title of each class	Trading Symbol	Name of each exchange on which registered
None	N/A	N/A

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

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

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

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

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

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the most practicable date:

Class:	Outstanding as of November 8, 2024:
Common Stock, par value $0.0001	44,229,224

The Cannaisseur Group, Inc.

Table of Contents

		Page
PART I	Financial Information
Item 1	Financial Statements (Unaudited)	3
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4	Controls And Procedures	20
PART II	Other Information
Item 1	Legal Proceedings	21
Item 1A	Risk Factors	21
Item 2	Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities	21
Item 3	Defaults Upon Senior Securities	21
Item 4	Mine Safety Disclosures	21
Item 5	Other Information	21
Item 6	Exhibits	21
	Signatures	22

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

The Cannaisseur Group, Inc.

Condensed Consolidated Balance Sheets

			December 31,
			2023
ASSETS	****	****	****	****	****
Current Assets:
Cash	532		$	38,390
Accounts receivable	285			-
Inventory	2,141			5,303
Total current assets	2,958			43,693
TOTAL ASSETS	2,958		$	43,693
LIABILITIES AND STOCKHOLDERS' DEFICIT	****	****	****	****	****
Current Liabilities:
Accounts payable and accrued expenses	92,301			47,918
Settlement payable	9,501			15,001
Notes payable, current portion	6,534			6,377
Dividends payable	1,608			1,608
Total current liabilities	109,944			70,904
Long term notes payable, less current portion	25,626			25,783
Convertible notes payable	86,000			40,000
Total long term liabilities	111,626			65,783
TOTAL LIABILITIES	221,570			136,687
Mezzanine Equity	37,875			37,875
Stockholders' Equity (Deficit)	****	****	****	****	****
Common stock, 0.0001 par value, 100,000,000 shares authorized, 44,229,224 and 42,547,484 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	4,422			4,254
Additional paid in capital	1,470,915			414,783
Accumulated deficit	(1,624,543	)		(445,538	)
Minority interest	(107,281	)		(104,368	)
Total Stockholders' Deficit	(256,487	)		(130,869	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	2,958		$	43,693

All values are in US Dollars.

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Operations

(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2024			2023			2024			2023
Revenue, net of discounts		285			17,238			700			52,751
Cost of revenue		668			6,696			3,162			21,305
Gross profit		(383	)		10,542			(2,462	)		31,446
Operating Expenses
Selling, general and administrative expenses		20,953			65,019			1,174,730			161,059
Total operating expenses		20,953			65,019			1,174,730			161,059
Operating loss		(21,336	)		(54,477	)		(1,177,192	)		(129,613	)
Other expense
Interest expense		(1,626	)		(258	)		(4,726	)		(1,360	)
Total other expense		(1,626	)		(258	)		(4,726	)		(1,360	)
Net loss before taxes		(22,962	)		(54,735	)		(1,181,918	)		(130,973	)
Income tax benefit		-			-			-			-
Net loss	$	(22,962	)	$	(54,735	)	$	(1,181,918	)	$	(130,973	)
Net loss attributable minority interest		(629	)		(22,321	)		(2,913	)		(43,929	)
Net loss attributable to TCGI	$	(22,333	)	$	(32,414	)	$	(1,179,005	)	$	(87,044	)
Weighted average of common shares outstanding
Basic		44,225,854			40,577,619			43,655,376			39,112,523
Diluted		44,225,854			40,577,619			43,655,376			39,112,523
Net loss per common share
Basic	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.00	)
Diluted	$	(0.00	)	$	(0.00	)	$	(0.03	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three and Nine Months Ended September 30, 2024 and 2023

(unaudited)

	****	****	****	****	****	****	Common Stock						Additional		Accumulated			****	****	****	Total			****	****
	Common Stock						To Be Issued						Paid in		Minority			Accumulated			Stockholders'			Mezzanine
	Shares			Amount			Shares			Amount			Capital		Interest			Deficit			Equity			Equity
Balance, December 31, 2022		37,196,667		$	3,720			-			-		$	313,297	$	(59,807	)	$	(317,513	)	$	(60,303	)		37,875
Shares issued for cash		333,334			33			-			-			9,967		-			-			10,000			-
Capital contribution		-			-			-			-			10,482		-			-			10,482			-
Net loss		-			-			-			-			-		(15,873	)		(16,521	)		(32,394	)		-
Balance, March 31, 2023		37,530,001			3,753			-			-			333,746		(75,680	)		(334,034	)		(72,215	)		37,875
Shares issued for cash		3,047,618			304			-			-			51,696		-			-			52,000			-
Net loss		-			-			-			-			-		(5,735	)		(38,109	)		(43,844	)		-
Balance, June 30, 2023		40,577,619			4,057			-			-			385,442		(81,415	)		(372,143	)		(64,059	)		37,875
Net loss		-			-			-			-			-		(22,321	)		(32,414	)		(54,735	)		-
Balance, September 30, 2023		40,577,619			4,057			-			-			385,442		(103,736	)		(404,557	)		(118,794	)		37,875
Balance, December 31, 2023		42,547,484			4,254			-			-			414,783		(104,368	)		(445,538	)		(130,869	)		37,875
Shares issued for compensation		-			-			2,000,000			200			29,800								30,000			-
Capital contribution		-			-			-			-			1,000		-			-			1,000			-
Net loss		-			-			-			-			-		(1,922	)		(85,408	)		(87,330	)		-
Balance, March 31, 2024		42,547,484			4,254			2,000,000			200			445,583		(106,290	)		(530,946	)		(187,199	)		37,875
Shares issued for compensation		3,500,000			350			(2,000,000	)		(200	)		344,850		-			-			345,000			-
Shares issued for services		2,900,000			290			-			-			666,710		-			-			667,000			-
Shares issued for cash		21,740			2			-			-			4,998		-			-			5,000			-
Cancellation of shares		(4,750,000	)		(475	)		-			-			475		-			-			-			-
Capital contribution		-			-			-			-			4,000		-			-			4,000			-
Net loss		-			-			-			-			-		(362	)		(1,071,264	)		(1,071,626	)		-
Balance, June 30, 2024		44,219,224			4,421			-			-			1,466,616		(106,652	)		(1,602,210	)		(237,825	)		37,875
Shares issued for cash		10,000			1			-			-			2,299		-			-			2,300			-
Capital contribution		-			-			-			-			2,000		-			-			2,000			-
Net loss		-			-			-			-			-		(629	)		(22,333	)		(22,962	)		-
Balance, September 30, 2024		44,229,224			4,422			-			-			1,470,915		(107,281	)		(1,624,543	)		(256,487	)		37,875

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	Nine Months Ended
	September 30,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Loss	$	(1,181,918	)	$	(130,973	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		-			2,200
Amortization of right to use asset		-			15,485
Share-based compensation		1,042,000			-
Changes in operating assets and liabilities:
Accounts receivable		(285	)		807
Inventory		3,162			2,482
Deposits		-			(6,084	)
Accounts payable and accrued expenses		44,383			39,960
Settlement payable		(5,500	)		-
Right of use liability		-			(17,124	)
Net Cash Used in Operating Activities		(98,158	)		(93,247	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from sale of common stock		7,300			62,000
Proceeds from short term loan		-			9,378
Payments on short term loan		-			(4,518	)
Contributed capital - related party		7,000			10,482
Proceeds from convertible notes payable - related party		46,000			-
Proceeds from (repayments of) note payable - related party		-			(950	)
Net Cash Provided by Financing Activities		60,300			76,392
Net increase (decrease) in cash and cash equivalents		(37,858	)		(16,855	)
Cash and cash equivalents, beginning of period		38,390			18,534
Cash and cash equivalents, end of period	$	532		$	1,679
Supplemental cash flow information
Cash paid for interest	$	200		$	1,870
Cash paid for taxes	$	-		$	-
Non-cash investing and financing activities:
Cancellation of shares of common stock	$	475		$	-

The accompanying notes are an integral part of these financial statements.

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The Cannaisseur Group, Inc.

Notes To the Condensed Consolidated Financial Statements

For The Three and Nine Months Ended September 30, 2024

(Unaudited)

1. Organization and Nature of Operations

Organization and Combination

The Cannaisseur Group, Inc. (the Company) was incorporated in the State of Delaware on December 22, 2020.

On January 4, 2021, the Company acquired 51% of the common stock of Atlanta CBD, Inc. (“Atlanta CDB”), (the “Atlanta CBD Acquisition”). Atlanta CBD, Inc. was incorporated in the State of Georgia on October 17, 2018.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its majority owned subsidiary Atlanta CBD. At the time of the Atlanta CBD Acquisition, Floretta Gogo and Xavier Carter owned the majority of Atlanta CBD and controlled the voting rights. Ms. Gogo and Mr. Carter also controlled 38% of The Cannaisseur Group’s voting rights and were the CEO and COO, respectively, of both Companies both before and after the transaction. Pursuant to the guidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) the acquisition of Atlanta CBD by The Cannaisseur Group resulted in a change in the reporting entity of the combined companies. The Company relied upon the guidance of ASC 805 Business Combinations (“ASC 805”) in the presentation of the combined entities. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.

Business Operations

Currently, the Company sells its products online only, and no longer operates a physical retail store. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

Going Concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2024, the Company has a cumulative net loss since inception of $1,624,543, a working capital deficit of $106,986, and has required additional capital raises to support its operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern for a reasonable period of time. The Company’s continuation as a going concern is dependent upon its ability to create positive cash flows from operations and its ability to continue receiving capital from shareholders and other related parties and obtain financing from third parties. No assurance can be given that the Company will be successful in these efforts.

As a result, management has concluded that there is substantial doubt about the Company's ability to continue as a going concern within one year of the date that the accompanying financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company's ability to raise additional funds and implement its business plan, and to ultimately achieve sustainable operating revenues and profitability. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

If cash resources are insufficient to satisfy the Company's ongoing cash requirements, the Company would be required to obtain funds, if available, although there can be no certainty, from its shareholders or officers.

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2. Basis of Presentation and Summary of Significant Accounting Policies

Basis of Presentation

The Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”) and include the accounts of The Cannaisseur Group, Inc. and Atlanta CBD.

Summary of Significant Accounting Policies

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Management bases its estimates on historical experience and on various assumptions that are believed to be reasonable in relation to the financial statements taken as a whole under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Management regularly evaluates the key factors and assumptions used to develop the estimates utilizing currently available information, changes in facts and circumstances, historical experience and reasonable assumptions. After such evaluations, if deemed appropriate, those estimates are adjusted accordingly. Actual results could differ from those estimates. Significant estimates are expected to include those related to assumptions used in calculating accruals for potential liabilities, valuing equity instruments issued for services, and the realization of deferred tax assets.

Cash

Cash and cash equivalents include short-term investments with original maturities of 90 days or less. The recorded value of our cash and cash equivalents approximates their fair value.

Inventory

Inventories are stated at the lower of cost or market. The Company periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. The Company calculates depreciation expense using the straight-line method over the estimated useful lives of the assets. Leasehold improvements are amortized over the shorter of their useful lives or the initial lease term. Expenditures for major renewals and improvements that extend the useful life of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expense as incurred. The estimated useful lives of property and equipment are as follows:

Classification	Estimated Useful Lives
Equipment	3 to 5 years
Leasehold improvements	3 to 5 years
Furniture and fixtures	3 to 5 years

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Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ASC Topic 606 requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The Company sells CBD related products in a retail location in Atlanta, Georgia and through e-commerce. Revenue is recognized based on the following model:

The Company sells products at their one retail location and via web site sales. A sale agreement exists when the customer purchases the product at the counter or via an online purchase. The price for and product to be received are known at time of purchase.
The performance obligations are to provide the product for the customer at the counter or ship the product to the customer. Product is shipped on the day of sale.
The price of the product is located on the label or presented on the web site and therefore is known at the time of purchase.
The price of the product is properly allocated to the sole performance of providing the product.
Revenue is recognized in the retail location at the point of sale where money is collected and product is in control of customer and from the web site upon settlement of the credit card transaction, which is effectively at the time of purchase.

Concentration of Risk

The Company may periodically contract with consultants and vendors to provide services related to the Company's business development activities. Agreements for these services may be for a specific time period or for a specific project or task. The Company did not have any agreements at September 30, 2024 or December 31, 2023.

Income Taxes

The Company accounts for income taxes under an asset and liability approach for financial accounting and reporting for income taxes. Accordingly, the Company recognizes deferred tax assets and liabilities for the expected impact of differences between the financial statements and the tax basis of assets and liabilities.

The Company records a valuation allowance to reduce its deferred tax assets to the amount that is more likely than not to be realized. In the event the Company was to determine that it would be able to realize its deferred tax assets in the future in excess of its recorded amount, an adjustment to the deferred tax assets would be credited to operations in the period such determination was made. Alternatively, should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, an adjustment to the deferred tax assets would be charged to operations in the period such determination was made.

The Company is subject to U.S. federal income taxes and income taxes of the State of Georgia.

As the Company's net operating losses in the respective jurisdictions in which it operates have yet to be utilized, all previous tax years remain open to examination by the taxing authorities in which the Company currently operates. The Company had no unrecognized tax benefits as of September 30, 2024 and December 31, 2023 and does not anticipate any material amount of unrecognized tax benefits within the next 12 months.

The Company accounts for uncertainties in income tax law under a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns as prescribed by GAAP. The tax effects of a position are recognized only if it is “more-likely-than-not” to be sustained by the taxing authority as of the reporting date. If the tax position is not considered “more-likely-than-not” to be sustained, then no benefits of the position are recognized. As of September 30, 2024 and December 31, 2023, the Company had not recorded any liability for uncertain tax positions. In subsequent periods, any interest and penalties related to uncertain tax positions will be recognized as a component of income tax expense.

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The Tax Reform Act of 1986 limits the annual utilization of net operating loss and tax credit carry forwards, following an ownership change of the Company. Note that as a result of the Company's equity financings in recent years, the Company underwent changes in ownership for purposes of the Tax Reform Act. Pursuant to Sections 382 and 383 of the Internal Revenue Code, annual use of any of the Company's net operating loss carry forwards may be limited if cumulative changes in ownership of more than 50% occur during any three-year period.

Impairment of Long-Lived Assets

The Company reviews the carrying value of its long-lived assets annually or whenever events or changes in circumstances indicate that the historical cost-carrying value of an asset should no longer be appropriate. The Company assesses recoverability of the carrying value of the asset by estimating the future net undiscounted cash flows expected to result from the asset, including eventual disposition. If the future net undiscounted cash flows are less than the carrying value of the asset, an impairment loss is recorded equal to the difference between the asset’s carrying value and estimated fair value.

Stock-Based Compensation

The Company issues common stock and intends to issue stock options to officers, directors and consultants for services rendered. Options will vest and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, will be measured at the grant date fair value and charged to operations ratably over the vesting period.

The fair value of stock options granted as stock-based compensation will be determined utilizing the Black-Scholes option-pricing model, and can be affected by several variables, the most significant of which are the life of the equity award, the exercise price of the stock option as compared to the fair market value of the common stock on the grant date, and the estimated volatility of the common stock. Estimated volatility will be based on the historical volatility of the Company's common stock over an appropriate calculation period, or, if not available, by reference to the volatility of a representative sample of comparable public companies. The risk-free interest rate will be based on the U.S. Treasury yield curve in effect at the time of grant. The fair market value of the common stock will be determined by reference to the quoted market price of the Company's common stock on the grant date, or, if not available, by reference to an appropriate alternative valuation methodology.

The Company will recognize the fair value of stock-based compensation awards in general and administrative costs or in software development costs, as appropriate, in the Company's consolidated statements of operations. The Company will issue new shares of common stock to satisfy stock option exercises.

As of September 30, 2024 and December 31, 2023, the Company did not have any outstanding stock options.

Earnings (Loss) Per Share

The Company's computation of earnings (loss) per share ("EPS") includes basic and diluted EPS. Basic EPS is measured as the income (loss) attributable to common stockholders divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., convertible notes payable, convertible preferred stock, warrants and stock options) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS.

As of September 30, 2024 and December 31, 2023, the following shares were issuable and excluded from the calculation of diluted loss:

	September 30,<br><br> <br>2024		December 31,<br><br> <br>2023
Convertible Notes Payable		3,283,013		2,666,667

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Fair Value of Financial Instruments

The authoritative guidance with respect to fair value established a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three levels and requires that assets and liabilities carried at fair value be classified and disclosed in one of three categories, as presented below. Disclosure as to transfers in and out of Levels 1 and 2, and activity in Level 3 fair value measurements, is also required.

Level 1. Observable inputs such as quoted prices in active markets for an identical asset or liability that the Company has the ability to access as of the measurement date. Financial assets and liabilities utilizing Level 1 inputs include active-exchange traded securities and exchange-based derivatives.

Level 2. Inputs, other than quoted prices included within Level 1, which are directly observable for the asset or liability or indirectly observable through corroboration with observable market data. Financial assets and liabilities utilizing Level 2 inputs include fixed income securities, non-exchange-based derivatives, mutual funds, and fair-value hedges.

Level 3. Unobservable inputs in which there is little or no market data for the asset or liability which requires the reporting entity to develop its own assumptions. Financial assets and liabilities utilizing Level 3 inputs include infrequently-traded non-exchange-based derivatives and commingled investment funds and are measured using present value pricing models.

The Company will determine the level in the fair value hierarchy within which each fair value measurement falls in its entirety, based on the lowest level input that is significant to the fair value measurement in its entirety. In determining the appropriate levels, the Company will perform an analysis of the assets and liabilities at each reporting period end.

The carrying value of financial instruments (consisting of cash and accounts payable and accrued expenses) is considered to be representative of their respective fair values due to the short-term nature of those instruments.

Leases

Effective January 1, 2019, the Company adopted Accounting Standards Update 2016-02, Leases (Topic 842) ("ASU 2016-02"), which requires a lessee to record a right-of-use asset and a corresponding lease liability at the inception of the lease initially measured at the present value of the lease payments. ASU 2016-02 requires recognition in the statement of operations of a single lease cost that is calculated as a total cost of the lease allocated over the lease term, generally on a straight-line basis.

Convertible Debt

The Company has adopted Accounting Standards Update (“ASU”) 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20), which removed certain separation models in Subtopic 470-20. Under the amendments in ASU 2020-06, the embedded conversion features no longer are separated from the host contract for convertible instruments with conversion features that are not required to be accounted for as derivatives under Topic 815, Derivatives and Hedging, or that do not result in substantial premiums accounted for as paid-in capital. Consequently, a convertible debt instrument will be accounted for as a single liability measured at its amortized cost.

Recent Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ("ASU 2016-13"). ASU 2016-13 significantly changes how entities measure credit losses for most financial assets, including accounts and notes receivables. ASU 2016-13 will replace the current "incurred loss" approach with an "expected loss" model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the provisions of ASU 2016-13 as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which ASU 2016-13 is effective. As a small business filer, ASU 2016-13 will be effective for the Company for interim and annual reporting periods beginning after December 15, 2022. The Company adopted ASU 2016-13 effective January 1, 2023. The adoption of ASU 2016-13 did not have a material effect on the Company's financial statements and related disclosures.

Other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, and the American Institute of Certified Public Accountants, did not or are not believed by management to have a material impact on the Company's present or future financial statements and related disclosures.

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3. Notes Payable

		December 31, 2023
Convertible Note Payable in the amount of 6,000, dated August 15, 2024, payable to Ridolfo R. Brown, a related party (the “Brown Note 2”). The note bears interest at 6.5% and has a maturity date of August 15, 2026. The Brown Note 2 will automatically convert into common stock upon the Company’s sale of any equity securities with a value of not less than 1,000,000 at a conversion price equal to the lesser of 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than 1,000,000. Should the note not convert to common stock at the maturity date, then, at any time from the maturity date to the repayment date, the note may be converted upon the approval of the Company’s Administrative Agent and the majority investors of the Company into the number of shares equal to the principal amount of the note divided by the conversion price, such conversion price to be calculated as 3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis). During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of 49 and 0, respectively, on this note.	6,000	$	-
Convertible Note Payable in the amount of 40,000, dated January 3, 2024, payable to Ridolfo R. Brown, a related party (the “Brown Note”). The note bears interest at 6.5% and has a maturity date of January 3, 2026. The Brown Note will automatically convert into common stock upon the Company’s sale of any equity securities with a value of not less than 1,000,000 at a conversion price equal to the lesser of 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than 1,000,000. Should the note not convert to common stock at the maturity date, then, at any time from the maturity date to the repayment date, the note may be converted upon the approval of the Company’s Administrative Agent and the majority investors of the Company into the number of shares equal to the principal amount of the note divided by the conversion price, such conversion price to be calculated as 3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis). During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of 1,930 and 0, respectively, on this note.	40,000		-
Convertible Note Payable in the amount of 40,000, dated December 26, 2023, payable to The National Legacy Foundation, a related party (the “Legacy Foundation Note”). The note bears interest at 6.5% and has a maturity date of December 26, 2025. The Legacy Foundation Note is convertible into common stock at a conversion price of 0.015, at the option of the holder any time prior to repayment. During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of 2,014 and 0, respectively, on this note.	40,000		40,000
Loan in the amount of 4,095, dated January 4, 2023, payable to Lightspeed Capital (the “Lightspeed Loan”). The Lightspeed Loan is payable at the rate of 11% of the Company’s sales receipts. During the nine months ended September 30, 2023, the Company received additional borrowings of 5,283, subject to the same repayment terms as the original agreement. During the nine months ended September 30, 2024 and 2023, the Company made repayments of 0 and 4,523, respectively.	4,860		4,860
Economic Injury Disaster Loan (EIDL), dated June 9, 2020. The note bears interest at 3.75% and has a maturity date of June 9, 2050. Payments on the loan were deferred until June 2022, at which point monthly payments of principal and interest totaling 134 became due. Interest in the amount of 1,973 has been accrued as of December 31, 2023. During the nine months ended September 30, 2024 and 2023, the Company made interest payments in the amount of 200 and 1,870, respectively.	27,300		27,300
Total	118,160	$	72,160
Current portion	6,534	$	6,377
Long term portion	111,626	$	65,783

All values are in US Dollars.

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Future principal payments of notes payable are as follows:

Twelve months ending September 30,
2025	$	6,534
2026		86,658
2027		683
2028		709
2029		737
Thereafter		22,839
Total	$	118,160

4. Settlement Payable

The Company leased its retail store in Atlanta, Georgia under a five-year lease executed on January 24, 2019. The monthly cash payment for this operating lease was approximately $2,000 per month, with the lease term ending on December 24, 2023. The Company recorded right-of-use assets and liabilities of $84,994 on January 24, 2019, based on the present value of payments and an incremental borrowing rate of 10.0% per annum.

On October 18, 2023, the Company entered into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord, under which the Company surrendered the leased premises, and settled all outstanding obligations and debts. According to the terms of the Settlement Agreement, the Company forfeited all deposits, totaling $9,084, and settled the outstanding balance of $47,511, of past due rent and other charges, for $18,000, to be paid in monthly installments of $1,500 for 12 months. The Company derecognized a right of use asset of $4,185 and lease liability of $2,726 and recorded a gain on the settlement in the amount of $18,968.

During the nine months ended September 30, 2024, the Company made payments of $5,500 on the rental settlement. As of September 30, 2024 and December 31, 2023, the amount due under the settlement payable was $9,501 and $15,001, respectively.

5. Related Party Transactions

Convertible Note Payable in the amount of $6,000, dated August 15, 2024, payable to Ridolfo R. Brown, a related party. The note bears interest at 6.5% and has a maturity date of August 15, 2026. The Brown Note 2 is convertible into common stock at a conversion price equal to the lesser of (i) 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than One Million Dollars, or (ii) the number equal to $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis), at the option of the holder any time prior to repayment. During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of $49 and $0, respectively, on this note.

Convertible Note Payable in the amount of $40,000, dated January 3, 2024, payable to Ridolfo R. Brown, a related party. The note bears interest at 6.5% and has a maturity date of January 3, 2026. The Brown Note is convertible into common stock at a conversion price equal to the lesser of (i) 80% of the lowest price per share paid by the investors purchasing equity securities with an aggregate sales price of not less than One Million Dollars, or (ii) the number equal to $3,500,000 divided by the numbers of shares of the Company outstanding (calculated on a fully diluted basis), at the option of the holder any time prior to repayment. During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of $1,930 and $0, respectively, on this note.

Convertible Note Payable in the amount of $40,000, dated December 26, 2023, payable to The National Legacy Foundation, a related party. The note bears interest at 6.5% and has a maturity date of December 26, 2025. The Legacy Foundation Note is convertible into common stock at a conversion price of $0.015, at the option of the holder any time prior to repayment. During the nine months ended September 30, 2024 and 2023, the Company accrued interest in the amount of $2,014 and $0, respectively, on this note.

On February 28, 2024, the Company’s Board of Directors approved the issuance of 1,000,000 shares of common stock with a fair value of $15,000 to each of its Chief Executive Officer and Interim Chief Financial Officer as a bonus.

On May 17, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to one of its directors as compensation.

On June 4, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to each of its Chief Executive Officer and Interim Chief Financial Officer as compensation for ongoing services.

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On June 30, 2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to its Corporate Secretary as compensation for ongoing services.

On June 30, 2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to one of its directors as compensation.

During the nine months ended September 30, 2024, the Company received capital contributions from related parties in the amounts of $7,000.

6. Mezzanine Equity

Mezzanine equity, as of September 30, 2024 and December 31, 2023, consists of 1,518 shares of preferred stock of Atlanta CBD with redeemable features that allow the investors (“Investors”) to request repayment of their investment. The Investors are also entitled to profit distributions equal to the lesser of (i) 25% interest, (ii) the difference between the ownership percentage of management and 50%, which will be distributed to management, until a 35% profit goal achieved. Preferred shareholders are entitled to a return of their investment upon 15 days’ notice given to the Company after any distribution. No payments have been made on the Mezzanine Equity as of September 30, 2024.

7. Stockholders' Equity

The Company is authorized to issue up to 100,000,000 shares of common stock, $0.0001 par value per share. At September 30, 2024 and December 31, 2023, the Company had 44,229,224 and 42,547,484 shares of common stock issued and outstanding.

Equity transactions during the nine months ended September 30, 2024:

On January 16, 2024, the Company received capital contributions from a related party in the amount of $1,000.

On February 28, 2024, the Company’s Board of Directors approved the issuance of 1,000,000 shares of common stock with a fair value of $15,000 to its Chief Executive Officer as a bonus.

On February 28, 2024, the Company’s Board of Directors approved the issuance of 1,000,000 shares of common stock with a fair value of $15,000 to its Interim Chief Financial Officer as a bonus.

On May 8, 2024, the Company sold 21,740 shares of common stock at a price of $0.23 per share for cash proceeds of $5,000.

On May 17, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to one of its directors as compensation.

On June 4, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to its Chief Executive Officer as compensation for ongoing services.

On June 4, 2024, the Company issued 1,000,000 shares of common stock with a fair value of $230,000 to its Interim Chief Financial Officer as compensation for ongoing services.

On June 30, 2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to its Corporate Secretary as compensation for ongoing services.

On June 30, 2024, the Company issued 500,000 shares of common stock with a fair value of $115,000 to one of its directors as compensation.

On June 30, 2024, the Company issued 400,000 shares of common stock with a fair value of $115,000 for services.

During the three months ended June 30, 2024, the Company cancelled 4,750,000 shares of common stock which were held by service providers. These service providers returned these shares to the Company as the services were not performed. The Company recorded the cancellation of these shares at their par value and charged the amount of $475 to additional paid-in capital.

On July 31, 2024, the Company sold 10,000 shares of common stock at a price of $0.23 per share for cash proceeds of $2,300.

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During the nine months ended September 30, 2024, the Company received capital contributions from a related party in the amount of $7,000.

Equity transactions during the nine months ended September 30, 2023:

On February 16, 2023, the Company sold 333,334 shares of common stock in a private placement for gross proceeds of $10,000.

On February 9, 2023, February 17, 2023, and March 9, 2023, the Company received capital contributions from a related party in the amounts of $1,797, $3,705 and $5,000, respectively.

On April 27, 2023, the Company issued 914,286 shares of common stock to a related party for cash proceeds in the amount of $20,000 ($0.022 per share).

On May 10, 2023, the Company sold 1,066,666 shares of common stock at a price of $0.015 per share for cash proceeds of $16,000 to each of two investors (a total of 2,133,332 shares of common stock for aggregate cash proceeds of $32,000).

8. Commitments and Contingencies

Legal Matters

The Company leased its retail store in Atlanta, Georgia under a five-year lease executed on January 24, 2019. The monthly cash payment for this operating lease was approximately $2,000 per month, with the lease term ending on December 24, 2023. On August 14, 2023, the Landlord initiated a civil action against the Company and Guarantors styled AP 1039 Grant St., LLC v. Inno Medicinals LLC, a/k/a InnoMedicals Atlanta CBD, Inc., Xavier Carter, and Floretta Gogo, State Court of DeKalb County, Georgia, Case No. 23A03681 for failing to pay amounts owed under the lease. The Company and Guarantors filed counterclaims against the Landlord for breach of fiduciary duties, breach of contract, and attorney’s fees.

On October 18, 2023, the Company entered into a Lease Termination and Settlement Agreement (the “Settlement Agreement”) with the Landlord, under which the Company surrendered the leased premises, and settled all outstanding obligations and debts. According to the terms of the Settlement Agreement, the Company forfeited all deposits, totaling $9,084, and settled the outstanding balance of $47,511, of past due rent and other charges, for $18,000, to be paid in monthly installments of $1,500 for 12 months. The Company recorded a gain on settlement in the amount of $18,968 during the year ended December 31, 2023.

9. Subsequent Events

The Company has evaluated events occurring subsequent to September 30, 2024 through the date these financial statements were issued and noted no items requiring disclosure.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation

Cautionary Note Regarding Forward Looking Statements

This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our business and operations, future trends and operating results of such business, the planned expansion of those operations into new markets and applications, characteristics and trends and the demand for the products and services we offer, the need for and use of proceeds from one or more financings for strategic arrangements and partnerships, our future capital needs and ability to obtain financings and liquidity. All statements other than statements of historical facts contained in this report, including statements regarding our future financial position, liquidity, working capital sources, business strategy and plans and objectives of management for future operations, are forward-looking statements. The words “believe,” “may,” “estimate,” “continue,” “anticipate,” “intend,” “should,” “plan,” “could,” “target,” “potential,” “is likely,” “will,” “expect” and similar expressions, as they relate to us, are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our financial condition, results of operations, business strategy and financial needs.

The results anticipated by any or all of these forward-looking statements might not occur. Important factors, uncertainties and risks that may cause actual results to differ materially from these forward-looking statements include the future impact of the geopolitical conflicts in Israel and Ukraine, inflation and Federal Reserve interest rate increases in response thereto on the economy including the potential for a recession, downturn in economic activity and the capital markets and a resulting reduction in demand for our offerings, declines in expenditures for digital marketing campaigns and a trend towards in-housing those functions, our limited operating history and revenue, our ability to effectively navigate challenges posed by the complex industries we serve including the potential for rapid and unpredictable technological change, regulatory burdens and an intense competitive environment. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.

Background of the Company

The Cannaisseur Group, Inc. (the “Company” or “TCG”) was established in December 2020. On January 4, 2021 the Company acquired a fifty-one percent (51%) interest in Atlanta CBD Inc. (d/b/a as Inno Medicinals) (“Atlanta CBD”). Atlanta CBD is engaged in hemp cultivation, extraction, manufacturing, distribution, and retail through CBD stores. Currently, the Company’s only assets and operations consist of the 51% interest it owns in Atlanta CBD, Inc. TCG manages and operates Atlanta CBD’s business on a day-to-day basis. The Company intends to develop its own hemp cultivation, extraction, and manufacturing business and work in conjunction with Atlanta CBD to grow the Company’s business operations.

Atlanta CBD is a hemp products supplier and retailer. It sells its retail hemp products through trade name, Inno Medicinals, located in Atlanta Georgia. Atlanta CBD intends in the future to engage in cultivation and extraction of hemp flower, through a trade name Requisite Technologies. Requisite Technologies will be dedicated to producing and selling premium oil, tinctures, capsules, edibles, and topicals. Our mission is to grow one of the best hemp plants and produce high-quality infused products to provide customers with products and services they trust. We expect that, when established, Requisite Technologies will have the ability to grow hemp year-round, aiming to grow up to 12 different strains, and can produce from seedling to finished product.

Results of Operations for the Three Months Ended September 30, 2024 Compared with the Three Months Ended September 30, 2023

Revenue

Revenue was $285 for the three months ended September 30, 2024, compared to $17,238 for the three months ended September 30, 2023, a decrease of $16,953, or 98.3%. The decrease in revenue was due to a decline in retail sales driven by the closing of the Company’s retail store. The Company is in the process of restructuring its website and plans to conduct business online. The Company may reopen a physical store or stores in the future if it is advantageous to its operations.

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Costs of Revenue

Cost of revenue was $668 for the three months ended September 30, 2024, compared to $6,696 during the three months ended September 30, 2023, a decrease of $6,028, or 90.0%. The decrease was driven primarily by reduced sales in the current period.

The Company’s gross profit margins were -134.4% during the nine months ended September 30, 2024, compared to 61.2% during the three months ended September 30, 2023. The change was driven primarily by a decrease in sales volume and an increase in write-offs of obsolete inventory during the three months ended September 30, 2024. Continued growth of the consumer market for CBD products and increases in competition are anticipated to continue to create pressure on gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $20,953 for the three months ended September 30, 2024, compared to $65,019 during the three months ended September 30, 2023, a decrease of $44,066, or 67.8%. The decrease was driven primarily by an decrease in rent and rent related fees, as well as reduction in salaries.

Other Expense, Net

Other expense, net was $1,626 during the three months ended September 30, 2024, compared to $258 during the three months ended September 30, 2023, an increase of $1,368, or 530.2%. The increase was the result of an increase in interest expense during the three months ended September 30, 2024.

Results of Operations for the Nine Months Ended September 30, 2024 Compared with the Nine Months Ended September 30, 2023

Revenue

Revenue was $700 for the nine months ended September 30, 2024, compared $52,751 for the nine months ended September 30, 2023, a decrease of $52,051, or 98.7%. The decrease in revenue was due to a decline in retail sales driven by the closing of the Company’s retail store.

Costs of Revenue

Cost of revenue was $3,162 for the nine months ended September 30, 2024, compared to $21,305 during the nine months ended September 30, 2023, a decrease of $18,143, or 85.2%. The decrease was driven primarily by reduced sales and increase write-off of obsolete inventory in the current period.

The Company’s gross profit margins were -351.7% during the nine months ended September 30, 2024, compared to 59.6% during the nine months ended September 30, 2023. The decrease was driven primarily by a decrease in sales volume and an increase in write-offs of obsolete inventory during the nine months ended September 30, 2024. Continued growth of the consumer market for CBD products and increases in competition are anticipated to continue to create pressure on gross profit margins.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $1,174,730 for the nine months ended September 30, 2024, compared to $161,059 during the nine months ended September 30, 2023, an increase of $1,013,671, or 629.4%. The increase was driven primarily by an increase in noncash compensation, as well as costs associated with public company filings, including legal, audit and accounting fees.

Other Expense, Net

Other expense, net was $4,726 during the nine months ended September 30, 2024, compared to $1,360 during the nine months ended September 30, 2023, an increase of $3,366 or 247.5%. The increase was the result of an increase in interest expense during the nine months ended September 30, 2024.

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Liquidity and Capital Resources

As of September 30, 2024, the Company had $2,958 in total assets including cash of $532, as compared to $43,693 in total assets including of cash of $38,390, as of December 31, 2023. The decrease in assets is attributable to a decrease in cash and a reduction of inventory.

As of September 30, 2024, the Company had total liabilities of $221,570 consisting of accounts payable and accrued expenses of $92,301, rent settlement payable of $9,501, notes payable - current of $6,534, dividends payable of $1,608, and long-term notes payable of $111,626. As of December 31, 2023, the Company had total liabilities of $136,687 including accounts payable and accrued expenses of $47,918, rent settlement payable of $15,001, notes payable - current of $6,377, dividends payable of $1,608, and long-term notes payable of $65,783. The increase in liabilities is mainly due to an increase in accounts payable and long-term notes payable.

Cash Flows from Operating Activities

For the nine months ended September 30, 2024, cash used in operating activities of $98,158 resulted from a net loss of $1,181,918, adjustments for share-based compensation of $1,042,000 and a net increase of $41,760 in the components of working capital. The change in the components of working capital was due primarily to an increase in accounts payable, a decrease in inventory, and a decrease in settlement payable, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

For the nine months ended September 30, 2023, cash used in operating activities of $93,247 resulted from a net loss of $130,973, adjustments for non-cash items totaling $17,685 and a net increase of $20,041 in the components of working capital. The non-cash adjustments to net income are attributable to charges of $2,200 for depreciation and $15,485 for amortization of right to use asset. The change in the components of working capital was due primarily to an increase in accounts payable and accrued expenses of $39,960 and a decrease in right of use liability of $17,124, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

Cash Flows Provided by Financing Activities

Our financing activities consisted primarily of the sale of common stock, borrowings and repayments of debt, and contributed capital from related parties.

For the nine months ended September 30, 2024, cash provided by financing activities was $60,300 consisting of $46,000 in proceeds from convertible notes payable, $7,300 in proceeds from the sale of common stock, and contributed capital by related parties of $7,000.

For the nine months ended September 30, 2023, cash provided by financing activities of $76,392 consisting of $62,000 in proceeds from the sale of common stock, $9,378 in proceeds from short term loans offset by repayments of $4,518, contributed capital by related parties of $10,482 and repayments of related party debt of $950.

General

Historically, we have financed the Company through a combination of debt and equity transactions. To meet future capital requirements, we plan to raise additional capital through the sale of equity securities or through equity-linked or debt-financing arrangements, to the extent our operating cash flow is insufficient to fund our operations in future periods.

The sale of additional equity or debt securities may result in additional dilution to our shareholders. If we raise additional funds through the issuance of debt securities or preferred stock, these securities could have rights senior to those of our common stock and could contain covenants that would restrict our operations. Any such required additional capital may not be available on reasonable terms, if at all. If we were unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned activities and limit our operations which could have a material adverse effect on our business, financial condition and results of operations.

TCG expects to raise funds through private investors and investment firms and is looking to secure a non-recourse loan for work capital and operating expenses. We intend to continue offering smaller investment opportunities. Long term, we plan to seek larger amounts of investment to expand our operations. TCG will also look to attain a non-recourse loan of $50,000.

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There can be no assurances that we will be able to raise additional capital. The inability to raise capital would adversely affect our ability to achieve our business objectives. In addition, if our operating performance during the next 12 months is below our expectations, our liquidity and ability to operate our business could be adversely affected. We continue to monitor macro-economic factors such as inflationary pressures, continued Federal Reserve interest rate hikes and recessionary fears, as well as trends within our industry, all of which may affect our working capital requirements.

Inflation

The amounts presented in our consolidated financial statements do not provide for the effect of inflation on our operations or financial position. The net operating losses shown would be greater than reported if the effects of inflation were reflected either by charging operations with amounts that represent replacement costs or by using other inflation adjustments.

Going Concern

The accompanying financial statements have been prepared on a going concern basis. For the nine months ended September 30, 2024, the Company had a net loss of $1,181,918, net cash used in operating activities of $98,158, negative working capital of $106,986, an accumulated deficit of $1,624,543 and stockholders’ deficit of $256,487. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

This discussion and analysis of our financial condition and results of operations are based on our financial statements that have been prepared under accounting principle generally accepted in the United States of America. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

A summary of significant accounting policies is included in Note 2 to the consolidated financial statements included in this Registration Statement. Of these policies, we believe that the following items are the most critical in preparing our financial statements.

Consolidation Policy

TCG relied upon the guidance of ASC 250 Accounting Changes and Error Corrections (“ASC 250”) and ASC 805 Business Combinations (“ASC 805”) in accounting for and presenting acquisition of Atlanta CBD. Pursuant to ASC 805-50-05-5, the pooling-of-interests method of accounting provides relevant guidance when an exchange of shares between entities under common control results in a change in the reporting entity. Under the pooling-of-interests method, the transferred assets and liabilities are recorded at their historical carrying amounts, and the equity accounts of the separate entities are combined. Pursuant to ASC 805-50-45-2, the transaction should be presented as if it occurred on the first day of the period reported; accordingly, we have reported the Atlanta CBD transaction as if it occurred on January 1, 2020.

Inventory

Inventories are stated at the lower of cost or market. Atlanta CBD periodically reviews the value of items in inventory and provides write-downs or write-offs of inventory based on its assessment of market conditions. Write-downs and write-offs are charged to cost of goods sold. Inventory is based upon the average cost method of accounting.

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Revenue Recognition

TCG recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers. ASC Topic 606 requires companies to recognize revenue in a manner that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In addition, the standard requires disclosures of the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Atlanta CBD sells CBD related products in a retail location in Atlanta, Georgia and through e-commerce. Revenue is recognized based on the following model:

Atlanta CBD sells products at their one retail location and via web site sales. A sale agreement exists when the customer purchases the product at the counter or via an online purchase. The price for and product to be received are known at time of purchase.
The performance obligations are to provide the product for the customer at the counter or ship the product to the customer. The product is shipped on the day of sale.
The price of the product is located on the label or presented on the web site and therefore is known at the time of purchase.
The price of the product is properly allocated to the sole performance of providing the product.
Revenue is recognized in the retail location at the point of sale where money is collected and the product is in control of customer and from the web site upon settlement of the credit card transaction, which is effectively at the time of purchase.

Use of Estimates

Management uses estimates and assumptions in preparing these financial statements in accordance with U.S. generally accepted accounting principles. Those estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.

Most Recent Accounting Pronouncements

Refer to Note 2 in the accompanying consolidated financial statements.

Impact of Most Recent Accounting Pronouncements

There were no recent accounting pronouncements that have had a material effect on the Company’s financial position or results of operations.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Ms. Floretta Gogo, our Chief Executive Officer, and Mr. Xavier Carter, our Interim Chief Financial Officer, have reviewed the effectiveness of our “disclosure controls and procedures” (as defined in the Exchange Act Rules 13(a)-15(e) and 15(d)-15(e)) as of the end of the period covered by this Quarterly Report on Form 10-Q and have concluded that our disclosure controls and procedures are not effective to ensure that material information relating to the Company is recorded, processed, summarized, and reported in a timely manner.

Changes in Internal Controls over Financial Reporting

There have been no changes in the Company's internal control over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

None.

Item 1A. Risk Factors

See the Company’s Registration Statement on Form S-1 (File No. 333-262710) for the Risk Factors applicable to the Company and its securities.

Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit<br><br> <br>Number	Exhibit Description	Filed<br><br> <br>Herewith
3.1*	Articles of Incorporation
3.2*	Amended Articles of Incorporation
3.5*	Bylaws
4.1*	Specimen Stock Certificate
10.1*	Purchase Agreement with Atlanta CBD, Inc.
10.2*	Agreement with Liberty Management, LLC
10.3*	Atlanta CBD Operating Agreement
10.4*	Conflict of Interest Agreement
10.5**	Convertible Promissory Note – The Legacy Foundation
10.6***	Convertible Promissory Note – Ridolfo R. Brown
10.7	Convertible Promissory Note – Ridolfo R. Brown	X
31.1	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	Pursuant to Rules 405 and 406 of Regulation S-T, the following information is formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) the Unaudited Condensed Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023, (ii) the Unaudited Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023, (iii) the Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three and Nine Months Ended September 30, 2024 and 2023, (iv) the Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023, (v) Notes to the Unaudited Condensed Consolidated Financial Statements, and (vi) the cover page.	X
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Incorporated by reference from the Company’s Registration Statement on Form S-1, as amended, filed with the Securities and Exchange Commission on February 14, 2022.

** Incorporated by reference from the Company’s Form 10-K for the year ended December 31, 2023, filed with the Securities and Exchange Commission on April 15, 2024.

*** Incorporated by reference from the Company’s Form 10-Q for the quarter ended March 31, 2024, filed with the Securities and Exchange Commission on May 15, 2024.

Table of Contents

SIGNATURES

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

	The Cannaisseur Group, Inc.
Dated: November 19, 2024	By:	/s/ Floretta Gogo
		Floretta Gogo, Chief Executive Officer<br><br> <br>(Principal Executive Officer)
Dated: November 19, 2024	By:	/s/ Xavier Carter
		Xavier Carter, Interim Chief Financial Officer<br><br> <br>(Principal Financial Officer)

ex_725691.htm

Exhibit 10.7

THIS CONVERTIBLE PROMISSORY NOTE ("NOTE") HAS BEEN ACQUIRED BY THE INVESTOR SOLELY FOR ITS OWN ACCOUNT FOR THE PURPOSE OF INVESTMENT AND NOT WITH A VIEW TO OR FOR SALE IN CONNECTION WITH ANY DISTRIBUTION THEREOF IN VIOLATION OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR QUALIFIED UNDER ANY STATE SECURITIES LAWS AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF SUCH REGISTRATION OR QUALIFICATION OR AN OPINION OF COUNSEL OR OTHER EVIDENCE SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION OR QUALIFICATION IS NOT REQUIRED.

The Cannaisseur Group, Inc.

CONVERTIBLE PROMISSORY NOTE

$ 6,000.00

FOR VALUE RECEIVED, the undersigned, The Cannaisseur Group, Inc., a Delaware corporation (the "Company"), hereby promises to pay to the order of Ridolfo R. Brown , or his, her or its registered assigns (the "Investor"), in lawful money of the United States of America, the principal amount of $ Six Thousand dollars ($6,000.00) , together with interest on the principal amount of this Note outstanding from time to time until such principal amount is paid in full, at such interest rate, and at such times and upon such other terms and conditions, as are specified in this Note. This Note is one of a number of similar notes (collectively, with this Note, the "Notes") having like tenor and effect (except for variations necessary to express the name of the investor, the principal amount of each of the Notes, the Valuation Cap offered under each of the Notes, and the date on which each Note is issued) issued or to be issued by the Company to certain other investors (collectively, including the Investor, the "Investors") in the maximum aggregate principal amount of $ 6,390.00 . The Company shall maintain a ledger of all Investors.

Section 1. Certain Defined Terms.

In addition to the terms defined elsewhere in this Note, the following capitalized terms have the meanings indicated below:

(a) "Business Day" shall mean any day which is not a Saturday or Sunday or legal holiday on which banks are authorized or required to be closed in Charlotte, North Carolina.

(b) "Closing" means the point at which the Company has accepted and executed the Qualified Investor Questionnaire, Subscription Agreement and Note as subscribed for by the Investor, and funds representing the principal amount of the Note have been released from the Escrow Account.

(c) "Confidential Information" means, whether or not such information is designated or marked by the Company as confidential, proprietary or secret, (i) any and all financial, technical and other information regarding the Company and its business, products, assets or properties; and (ii) any and all proprietary information, materials, know-how and trade secrets of the Company with regard to the ideas, technology, products, business or business methods (whether or not in written, electronic, machine readable or other tangible form) of the Company, any parent, subsidiary or affiliate of the Company, or any of their respective officers, directors, members, managers, employees or agents.

(d) "Equity Securities" shall mean any equity securities, and securities convertible into or exchangeable for equity securities, of any class or series of the Company, except that such defined term shall not include any security granted, issued and/or sold by the Company to any employee, consultant or other service provider of the Company in such capacity.

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(e) "Outstanding Debt" means the entire outstanding principal amount of this Note, together with all accrued and unpaid interest thereon.

(f) "Major Purchasers" means the Investors investing a principal amount in the Notes of at least $10,000.

(g) "Majority Investors" means the Investors holding at least fifty percent (50%) of the outstanding principal amount of all Notes issued.

(h) "Sale Transaction" shall mean (i) the acquisition, directly or indirectly, by any person, related group of persons or entity (other than the Company, any shareholder of the Company as of the date of the Closing of this Note, or an affiliate of the Company or any such shareholder of beneficial ownership (within the meaning of Rule 13d- 3 of the Securities Exchange Act of 1934) of securities possessing more than fifty percent (50%) of the total combined voting power of the Company's outstanding voting securities in a single transaction or a series of transactions, (ii) the sale, lease, exchange, license, transfer distribution or other disposition (in one transaction or a series of related transactions) of all or substantially all of the Company's assets, or (iii) the merger, share exchange, combination or other reorganization of the Company with one or more entities that will result in the transfer of voting control as described in subpart (i) above, provided that a transaction or series of related transactions shall not constitute a Sale Transaction if its sole purpose is to change the state of the Company's incorporation.

(i) "Senior Creditors" includes the existing senior creditors of the Company, if any, any commercial bank or other lending institution seeking to issue a secured loan to the Company in the future, and excludes any shareholders or officers of the Company.

Section 2. Administrative Agent.

The Investor hereby irrevocably appoints, designates and authorizes Ridolfo R. Brown (the " Administrative Agent") as its administrative agent under this Note and irrevocably authorizes the Administrative Agent to act as its agent and to take such actions and exercise such powers as the Investor is obligated or entitled to take under the provisions of this Note, together with such other powers as are reasonably incidental thereto.

When acting as an agent for the Investor within the scope of its authority, the Administrative Agent may execute any of its duties under this Note by or through agents, employees or attorneys-in-fact, including third-party payment processors, and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Notwithstanding any provision to the contrary contained elsewhere in this Note, the Administrative Agent, in its capacity as administrative agent, shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Administrative Agent have or be deemed to have any fiduciary relationship with the Investor, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Note or otherwise exist against the Administrative Agent. The Administrative Agent, when acting within the scope of its authority, shall be entitled to rely, and shall be fully protected in relying, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile, telex or telephone message, statement or other document or conversation reasonably believed by it to be genuine and to have been signed, sent or made by the Investor or its agents.

Section 3. Interest.

Interest shall accrue on the principal amount of this Note at the rate of 6.5% per annum, compounded annually and computed on the basis of a 365-day year for the actual number of days elapsed. Such interest shall commence from the date of Closing applicable to the Investor and become due and payable upon the earliest to occur of (as such terms are defined herein) (i) the Maturity Date, (ii) an Event of Default, (iii) a conversion under Section 7 herein, or (iv) at the closing of a Sale Transaction. All payments shall be applied first to accrued interest, and thereafter to principal.

Section 4. Payments of Principal and Interest.

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All payments due under this Note shall be paid by electronic ACH transfer to an account in the name of the Company designated by the Administrative Agent prior to the first Closing of the Notes (the "Holding Account"). For the avoidance of doubt, a payment will be considered paid by the Company when the Company has completed payment into the Holding Account by electronic means for further distribution to the Investor. The Administrative Agent shall cause its third-party payment processor to further distribute the payment to the Investor. Whenever any payment hereunder is due on a non-Business Day, such payment shall be made on the next succeeding Business Day.

The Investor agrees to maintain an account with the Administrative Agent with current payment information necessary for payments to the Investor to be completed. All such payments to the Investor shall be deposited into the Investor's linked account, as established on 08/15/2024, or any successor account thereto which may be established by the Investor on 08/15/2024 from time to time, or through any other payment method agreed upon by the Administrative Agent and the Investor.

To the extent that any payment is not paid within five (5) Business Days of such payment becoming due to the Investor, and the delay is not excused, the Company shall be assessed a late payment charge at an annual rate equal to 4.0% based on the number of days elapsed out of a 365 day calendar year. A delay shall be excused under this paragraph to the extent it is due to events outside of the Company's control, including without limitation an act of God or the actions or inactions of a third-party payment processor, the Administrative Agent, or the Investor, provided that the Company will take all reasonable efforts to make the payment as soon as practicable. This late payment charge shall be cumulative and assessed once per period against the unpaid amounts due to the Investor from the Company from the due date until the date of payment thereof and shall accrue and be added to any balance of unpaid amounts subject to late payment.

Section 5. Maturity.

Unless previously converted as provided for herein, the Outstanding Debt, shall become immediately due and payable upon demand made in writing by the Investor or Administrative Agent to the Company at any time upon or after the date equivalent to 24 months from the date of Closing applicable to the Investor (the date that this Note becomes due and payable pursuant to any such demand being the "Maturity Date").

Section 6. Prepayment.

6.1. Optional Prepayment. Except to the extent expressly permitted in writing by the Administrative Agent and the Majority Investors, the Company shall not be entitled to prepay any portion of the Outstanding Debt of this Note or any of the other Notes. The Company shall be permitted to prepay the unpaid principal balance of this Note in whole or in part at any time or from time to time without penalty, together with interest accrued thereon to the date of such prepayment.

6.2. Prepayment upon a Sale Transaction. Unless previously converted as provided for herein, the Company shall prepay an amount equal to two times (2x) the original principal amount of this Note, less any previous payments of principal or interest, upon the occurrence of a Sale Transaction occurring prior to the Maturity Date.

Section 7. Conversion.

7.1. Automatic Conversion Upon a Qualified Financing. In the event the Company issues and sells any Equity Securities with an aggregate sales price of not less than One Million Dollars ($1,000,000), excluding amounts received upon the conversion of the Notes and any other convertible securities of the Company, to investors prior to the repayment or conversion of this Note in an equity financing (a "Qualified Financing"), then the Outstanding Debt of this Note shall automatically convert without any further action by the Investor or Administrative Agent upon the closing of such Qualified Financing, into common shares of the Company for all Major Purchasers

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(as such share classes are defined in the Governing Documents of the Company), at a conversion price (the "Conversion Price") equal to the lesser of the following: (i) 80% of the lowest price per share paid by the investors purchasing Equity Securities in the Qualified Financing (such percentage, the "Conversion Discount"); or (ii) the number equal to (A) $3,500,000 (such number, the "Valuation Cap") divided by (B) the number of shares of the Company outstanding (calculated on a fully-diluted basis assuming full exercise of all outstanding options and warrants to purchase capital stock of the Company and full conversion of all securities convertible into Equity Securities) immediately prior to the conversion, and excluding the shares reserved or authorized for issuance under the Company's then-existing stock option plan, if any (the Company's "Outstanding Shares"). The resulting number of shares issued to the Investor will be equal to the Outstanding Debt divided by the Conversion Price.

Upon such conversion of this Note, the Investor hereby agrees to execute and deliver to the Company any and all transaction documents related to the Qualified Financing, including a purchase agreement and other ancillary agreements, with customary representations and warranties and transfer restrictions (including a 180-day lock-up agreement in connection with an initial public offering), and having the same terms as those agreements entered into by the investors purchasing Equity Securities in the Qualified Financing, and the Investor shall receive the same rights as all other investors purchasing Equity Securities in the Qualified Financing, except as it relates to (i) the voting rights of the Equity Securities, which will exclusively be available to Major Purchasers, (ii) any board representation and observer rights may vary among holders of the Company's Equity Securities and will be as set forth in the applicable transaction documents, and (iii) any rights the Investor may otherwise agree to. The Investor and Administrative Agent also agree to deliver the original of this Note (or a notice to the effect that the original Note has been lost, stolen or destroyed and an agreement acceptable to the Company whereby the Investor agrees to indemnify the Company from any loss incurred by it in connection with this Note) at the closing of the Qualified Financing for cancellation; provided, however, that upon satisfaction of the conditions set forth in this Section 7.1, this Note shall be deemed converted and of no further force and effect, whether or not it is delivered for cancellation as set forth in this sentence.

7.2. Optional Conversion. If the Notes have not been converted to Equity Securities of the Company prior to the Maturity Date, then, at any time after the Maturity Date until repayment thereof, the Notes may be converted upon the approval of the Administrative Agent and the Majority Investors into Equity Securities of the Company on such terms as agreed upon by the Company, the Administrative Agent and the Majority Investors at the time of the conversion, with the number of shares of Equity Securities being issued to the Investor equal to the Outstanding Debt divided by the conversion price, with such conversion price calculated as (A) the Valuation Cap divided by (B) the number of the Company's Outstanding Shares (an "Optional Conversion").

7.3. Fractional Equity Securities; Interest; Effect of Conversion. No fractional Equity Securities shall be issued upon conversion of this Note. In lieu of the Company issuing any fractional Equity Securities to the Investor upon the conversion of this Note, the Company shall in its sole discretion either pay to the Investor an amount equal to the product obtained by multiplying the conversion price by the fraction of an Equity Security not issued pursuant to the previous sentence or issue to the Note an additional Equity Security. In addition, the Company shall pay to the Investor any interest accrued on the amount to be paid to the Company pursuant to the previous sentence. Upon conversion of this Note in full and the payment of any amounts specified in this Section 7.3, the Company shall be forever released from all its obligations and liabilities under this Note.

Section 8. Events of Default; Remedies.

8.1. Events of Default Defined. Each of the following events constitutes an "Event of Default" for purposes of this Note:

(a) if any one (1) payment of principal and/or interest due to the Investor is not paid by the Company on

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or prior to the due date, as defined in this Note, and the non-payment continues for a period of ten (10) Business Days thereafter;

(b) an involuntary proceeding has been commenced or an involuntary petition has been filed seeking (i) liquidation, reorganization or other relief in respect of the Company or any of its debts, or of a substantial part of its assets, under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of its assets, and, in any such case, such proceeding or petition has continued undismissed for sixty (60) days or an order or decree approving or ordering any of the foregoing has been entered;

(c) the Company has (i) voluntarily commenced any proceeding or filed any petition seeking liquidation, reorganization or other relief under any federal, state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or petition described in clause (c) immediately above, (iii) apply for or consent to the appointment of a receiver, trustee, custodian, sequestrator, conservator or similar official for the Company or for a substantial part of its assets, (iv) file an answer admitting the material allegations of a petition filed against it in any such proceeding, (v) make a general assignment for the benefit of creditors or (vi) take any action for the purpose of effecting any of the foregoing;

(d) If any representation or warranty made in this Note by the Company shall be materially incorrect when made or deemed made.

8.2. Rights and Remedies.

(a) If an Event of Default occurs under Section 8.1(a) or Section 8.1(d) and is continuing, then this Note will forthwith mature and an amount equal to the Outstanding Debt shall, at the option of the Investor (as communicated by the Investor or the Administrative Agent on its behalf) and, in the case of an Event of Default pursuant to Section 8.1(b) or Section 8.1(c), automatically, become immediately due and payable by the Company to the Investor.

(b) The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Event of Default hereunder unless the Administrative Agent has received written notice from an Investor or the Company referring to this Note, describing such Event of Default and stating that such notice is a "Notice of Default". In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give prompt notice thereof to all Investors in the Notes and the Company. The Administrative Agent shall take such action with respect to such Event of Default as shall be reasonably directed by the Investor; provided, however, that unless and until Administrative Agent shall have received such directions, Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to such Event of Default as it shall deem advisable in the best interests of the Investors in the Notes except to the extent that this Note expressly requires that such action be taken, or not taken, only with the consent or upon the authorization of the Investor, as the case may be.

(c) Upon the occurrence and during the continuance of an Event of Default, all or any one or more of the rights, powers, privileges and other remedies available to the Investor against the Company under this Note or at law or in equity may be exercised by the Administrative Agent, at the request of Investor, and may be exercised, with the consent of the Investor, at any time and from time to time, whether or not all or any of the Outstanding Debt shall be declared due and payable. Any such actions taken by the Administrative Agent shall be cumulative and concurrent and may be pursued independently, singly, successively, together or otherwise, at such time and in such order as the Administrative Agent may determine in its sole discretion, to the fullest extent permitted by applicable law, without impairing or otherwise affecting the other rights and remedies of the Administrative Agent permitted by applicable law, equity or contract or as set forth herein. Without limiting the generality of the foregoing, the Company agrees that

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all rights, remedies or privileges provided to the Administrative Agent shall remain in full force and effect until the Administrative Agent has exhausted all of its remedies and this Note has been foreclosed, sold and/or otherwise realized upon in satisfaction of the obligations herein or the Outstanding Debt has been paid in full. A waiver of one or more Events of Default with respect to the Company shall not be construed to be a waiver of any subsequent Event of Default by the Company or to impair any remedy, right or power consequent thereon.

Section 9. Unsecured Obligations of the Company; Subordination.

Notwithstanding anything contained herein to the contrary, the obligations of the Company to the Investor under this Note shall be unsecured obligations of the Company, which carry no voting rights as it relates to the operations of the Company. The obligations in this Note are the corporate obligation of the Company only and no recourse shall be had against any past, present or future shareholder or officer of the Company directly.

The rights and indebtedness evidenced by this Note are subordinated and junior in right of payment, to the extent and in the manner enforceable by Federal and applicable state laws, to all indebtedness owed by the Company to the "Senior Creditors" of the Company, as such term is defined in Section 1 whether now existing or hereinafter arising, plus all interest, expenses, and related fees related thereto (such indebtedness, hereinafter referred to as the "Senior Debt"). If at any point in the future, non-senior, unsecured debt financing is obtained by the Company, this Note shall be senior in its position among all unsecured creditors.

Upon the Administrative Agent's receipt of notice from a Senior Creditor of a default by the Company under the Senior Debt, the Company shall stop making payments under this Note and the Administrative Agent shall stop accepting such payments. Any payments received by the Administrative Agent and/or the Investor after receipt of such notice shall be held in trust by the Administrative Agent for the benefit of the Senior Creditor(s) and shall be immediately paid over to Senior Creditor(s), or its designated representative, for application to the payment of the Senior Debt, until all the Senior Debt is paid in full.

Upon request by the Company, or Senior Creditor(s) and provided that no unexcused default shall have occurred under this Note, the Investor hereby authorizes the Administrative Agent to enter into a mutually-acceptable and commercially reasonable subordination agreement with any Senior Creditor, on behalf of the Investors in the Notes, subordinating the Company's obligations to the Investors to the extent and in the manner set forth in the paragraph above up to the lesser of (a) the principal amount of the indebtedness to such Senior Creditor, or (b) the Outstanding Debt.

If there shall occur any receivership, insolvency, assignment for the benefit of creditors, bankruptcy, reorganization, or arrangements with creditors (whether or not pursuant to bankruptcy or other insolvency laws), sale of all or substantially all of the assets, dissolution, liquidation, or any other marshaling of the assets and liabilities of Company, (i) no amount shall be paid by the Company to the Investor unless and until the principal amount of the Senior Debt has been paid in full, and (ii) no claim or proof of claim shall be filed with the Company by or on behalf of the Investors in the Notes which shall assert any right to receive any payments except subject to the payment in full of the principal of and interest on all of the Senior Debt then outstanding.

Subject to the foregoing paragraphs, nothing contained in this Section 9 shall impair, as between the Company and the Investor, the obligation of the Company, subject to the terms and conditions hereof, to pay to the Investor the payments of principal and interest as and when the same become due and payable, or shall prevent the Investor and the Administrative Agent, upon default hereunder, from exercising all rights, powers and remedies otherwise provided herein or by applicable law.

Section 10. Representations and Warranties of the Company.

The Company hereby represents and warrants to the Administrative Agent and the Investor as of the date the

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first Note was issued as follows:

(a) Organization and Authority. The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware. The Company has the requisite power to own and operate its properties and assets and to carry on its business as now conducted and as proposed to be conducted, including issuing this Note and performing the obligations hereunder. The Company's executive officers, directors and/or shareholders, as appropriate, have approved and taken such actions necessary for the issuance of this Note based upon a reasonable belief that the issuance of this Note is appropriate for the Company when considering the Company's financing objectives and financial situation.

( b ) Validity. This Note constitutes a valid and binding obligation of the Company enforceable in accordance with its terms, subject to laws of general application relating to bankruptcy, insolvency, the relief of debtors and, with respect to rights to indemnity, subject to federal and state securities laws. Any securities issued upon conversion of this Note, when issued in compliance with the provisions of this Note, will be validly issued, fully paid, nonassessable, free of any liens or encumbrances and issued in compliance with all applicable federal and securities laws.

(c) Governmental Consents. Subject to the information to be provided by the Investor, no registration or filing with, or consent, authorization, approval, permit or order of or other action by, any federal, state or other governmental agency or instrumentality or other person is or will be necessary for the valid execution, delivery and performance by the Company of this Note or the issuance, sale and delivery of the Notes, except for filings pursuant to applicable federal and state securities laws, which have been or will be made in a timely manner.

(d) Compliance with Other Instruments. The Company is not in violation or default of any term of its certificate of incorporation or bylaws, or of any provision of any mortgage, indenture or contract to which it is a party and by which it is bound or of any judgment, decree, order or writ. The execution, delivery and performance of this Note will not result in any such violation or be in conflict with, or constitute, with or without the passage of time and giving of notice, either a default under any such provision, instrument, judgment, decree, order or writ or an event that results in the creation of any lien, charge or encumbrance upon any assets of the Company or the suspension, revocation, impairment, forfeiture, or nonrenewal of any material permit, license, authorization or approval applicable to the Company, its business or operations or any of its assets or properties. Without limiting the foregoing, the Company has obtained all waivers reasonably necessary with respect to any preemptive rights, rights of first refusal or similar rights, including any notice or offering periods provided for as part of any such rights, in order for the Company to consummate the transactions contemplated hereunder without any third party obtaining any rights to cause the Company to offer or issue any securities of the Company as a result of the consummation of the transactions contemplated hereunder.

Section 11. Miscellaneous.

11.1. Information Rights. The Company will provide the Administrative Agent for further distribution to the Investor with the following information as to any period during which the Notes are outstanding: (a) unaudited quarterly financial statements of the Company within thirty (30) days after the end of each calendar quarter; (b) management commentary on the Company's operations, sales and financial condition within thirty (30) days after the end of each calendar quarter; and (c) annual financial statements of the Company within ninety (90) days after the end of each fiscal year, which may or may not be audited, as determined in the sole discretion of the officers or directors of the Company.

11.2. Confidential Information. The Investor agrees (a) to use all Confidential Information only to the extent necessary to enable the Investor to assess the Investor's investment in the Company; (b) not to disclose or provide any Confidential Information to any person or entity without the Company's prior written consent; and (c) not to copy

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or reproduce any of the Confidential Information. Ownership of all right, title and interest in the Confidential Information shall remain at all times with the Company, and nothing in this Note shall give any right, title or interest in, or license to, any such Confidential Information to the Investor (or any other person or entity). The Investor's obligations set forth in this Section 11.2 shall indefinitely survive the termination of this Note.

11.3. Certain Waivers. Except as otherwise expressly provided herein, the Company and all guarantors and endorsers of this Note, if any, hereby waive presentment, demand, protest or notice and all other demands and notices in connection with the delivery, acceptance, performance or enforcement of this Note.

11.4. Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly delivered if delivered personally (upon receipt), or one (1) Business Day after being delivered by a recognized overnight delivery service, or upon transmission, if sent via electronic mail (with confirmation of receipt). Notices to each party shall be addressed as follows:

if to the Company, to:

The Cannaisseur Group Inc.

Attn: Floretta Gogo

Address:

Email: Floretta@thecannaisseurgroup.com

if to the Administrative Agent, to:

if to the Investor, to: the address set forth on the signature page hereto or the Investor's registered email address with the Placement Agent.

Any party may specify a different address for notices to be sent by providing at least five (5) days' prior written notice of such change in address to the other parties.

11.5. Consent to Electronic Delivery. The Investor hereby agrees that the Company and Administrative Agent may deliver all Notes, notices, financial statements, tax information, valuations, reports, reviews, analyses or other materials, and any and all other documents, information and communications concerning the affairs of the Company, including, without limitation, information about the investment, required or permitted to be provided to the Investor under the Notes or hereunder by means of e-mail or by posting on an electronic message board or by other means of electronic communication. Because the Administrative Agent operates principally on the Internet, the Investor will need to consent to transact business with the Administrative Agent online and electronically. As part of doing business with the Administrative Agent, therefore, the Company also needs the Investor to consent to the Company giving the Investor certain disclosures electronically, either via the Company Offering Profile or to the email address the Investor provides to the Company. By entering into this Note, the Investor consents to receive electronically all Notes, documents, communications, notices, contracts, and agreements arising from or relating in any way to the Investor's or the Company's rights, obligations or services under this Note.

11.6. Entire Agreement and Amendments. Any term of this Note may be amended or waived with the written consent of the Company, the Administrative Agent and the Investor. In addition, any term of this Note may be amended or waived with the written consent of the Company, the Administrative Agent and the Majority Investors.

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Upon the effectuation of such waiver or amendment with the consent of the Majority Investors in conformance with this paragraph, such amendment or waiver shall be effective as to, and binding against the Investors of, all of the Notes and the Company shall promptly give written notice thereof to the Investor if the Investor has not previously consented to such amendment or waiver in writing; provided that the failure to give such notice shall not affect the validity of such amendment or waiver. Except as otherwise expressly provided herein, this Note with respect to the Company the Administrative Agent and the Investor, and this Note and the Subscription Agreement with respect only to the Company and the Investor represent(s) the entire agreement between the relevant parties regarding the subject matter hereof and supersedes all prior or contemporaneous communications, promises, and proposals, whether oral, written, or electronic, between them.

11.7. Severability. In case any provision contained in this Note should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

11.8. Successors and Assigns. Subject to the restrictions on transfer described in Section 11.9 below, the rights and benefits of this Note shall inure to the benefit of, and be enforceable by, the parties' successors and assigns. Whenever in this Note reference is made to the Company or the Investor, such reference shall be deemed to include, as applicable, a reference to their respective permitted successors, assigns, heirs, administrators or transferees. The rights and obligations of the Investor under this Note may only be assigned with the prior written consent of the Company and the Administrative Agent.

11.9. Transfer. This Note may be sold, assigned, or otherwise transferred only pursuant to an effective registration under the federal securities laws and qualification under applicable state securities laws, or an exemption from the registration and qualification requirements of the applicable state and federal laws. This Note is transferable only on the books of the Company and may be transferred only upon its surrender to the Company for registration of transfer, duly endorsed, or accompanied by a duly executed written instrument of transfer in a form satisfactory to the Company. Thereupon, this Note shall be reissued to, and registered in the name of, the transferee, or a new Note for like principal amount and interest shall be issued to, and registered in the name of, the transferee. Interest and principal shall be paid solely to the registered Investor in this Note. Such payment shall constitute full discharge of the Company's obligation to pay such interest and principal.

11.10. Governing Law. This Note shall be governed by, and construed in accordance with, the internal laws of Delaware, without giving effect to the principles of conflicts of law.

11.11. Counterparts. This Note may be executed in three or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one instrument, and shall become effective when one or more counterparts have been signed by each party hereto and delivered to the other party.

11.12. Further Assurances. Each party hereto will use all reasonable efforts to take, or cause to be taken, all actions and do, or cause to be done, all other things necessary, proper or appropriate under applicable laws, regulations and contracts to consummate and thereafter make effective the transactions contemplated by this Note.

11.13. Liability of Administrative Agent. Neither the Administrative Agent nor any person to whom the Administrative Agent has delegated authority to act within the scope of the Administrative Agent's authority as Administrative Agent shall (i) be liable for any action taken or omitted to be taken by any of them under or in connection with this Note (except for its own gross negligence or willful misconduct), or (ii) be responsible in any manner to the Company or the Investor for any statement, representation or warranty made by the Company to the Investor or by the Investor to the Company, or the validity, effectiveness, genuineness, enforceability or sufficiency of this Note, or for any failure of the Investor or the Company to perform its respective obligations hereunder.

11.14. Indemnification. The Investor agrees to indemnify and reimburse the Administrative Agent, ratably

Convertible Note Agreement

Page 9 of 12

(based on the Investor's pro rata share of the outstanding principal amount of the Notes) from and against any and all actual liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever (other than those expenses and costs to be borne by the Administrative Agent in the ordinary course of its or its agents' fulfillment of administrative agent services under this Note), which may be imposed on, incurred by, or asserted against the Administrative Agent in any way relating to or arising out of this Note or any action taken or omitted under this Note, provided that the Investor shall not be liable for any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements resulting from the Administrative Agent's gross negligence or willful misconduct.

Section 12. Mandatory Binding Arbitration.

Each party hereto hereby mutually agrees that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this Section 12 (this "Arbitration Provision"). The arbitration shall be conducted in the nearest available location to Charlotte, North Carolina. As used in this Arbitration Provision, "Claim" shall include any past, present, or future claim, dispute, or controversy involving the Investor (or persons claiming through or connected with the Investor), on the one hand, and the Company (or persons claiming through or connected with the Company), on the other hand, relating to or arising out of this Note, any Notes and/or the activities or relationships that involve, lead to, or result from any of the foregoing, including the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Note. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise. Claims include (without limitation) matters arising as initial claims, counter-claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

[Signatures Begin on Following Page]

Convertible Note Agreement

Page 10 of 12

IN WITNESS WHEREOF, the Company has caused this Note to be issued as of the date first written above.

ISSUER

Company:	The Cannaisseur Group
By:
Printed:	Floretta Gogo
Title:	CEO

ADMINISTRATIVE AGENT

Company:
By:
Printed:
Title:

Convertible Note Agreement

Page 11 of 12

INVESTOR'S COUNTERPART SIGNATURE PAGE TO CONVERTIBLE PROMISSORY NOTE

The undersigned Investor agrees to be bound by the terms of the Convertible Promissory Note of The Cannaisseur Group, Inc. (the "Company"), executed by the Company in favor of the undersigned Investor, and agrees to all of the terms thereof.

INVESTOR ACKNOWLEDGES THAT THIS NOTE INCLUDES A MANDATORY BINDING ARBITRATION CLAUSE.

INVESTOR

Investor Legal Name:
Signature of Investor:
Title:
Date Signed:
Tax ID:
Street Address:
City, State, Zip:
Phone Number:

Convertible Note Agreement

Page 12 of 12

ex_743589.htm

Exhibit 31.1

Certification of Chief Executive Officer pursuant

to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

I, Floretta Gogo, certify that:

I have reviewed this Quarterly Report for the period ended September 30, 2024 on Form 10-Q of The Cannaisseur Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 19, 2024	By: /s/ Floretta Gogo
---	---
	Name: Floretta Gogo<br><br> <br>Title: Chief Executive Officer<br><br> <br>(Principal Executive Officer)

ex_743590.htm

Exhibit 31.2

Certification of Chief Financial Officer pursuant

to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)

I, Xavier Carter, certify that:

I have reviewed this Quarterly Report for the period ended September 30, 2024 on Form 10-Q of The Cannaisseur Group, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, 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;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
November 19, 2024	By: /s/ Xavier Carter
---	---
	Name: Xavier Carter<br><br> <br>Title: Interim Chief Financial Officer<br><br> <br>(Principal Financial Officer)

ex_743591.htm

Exhibit 32.1

Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C.

Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002

In connection with the Quarterly Report of The Cannaisseur Group, Inc.; (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Floretta Gogo, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---
November 19, 2024	By: /s/ Floretta Gogo
---	---
	Name: Floretta Gogo<br><br> <br>Title: Chief Executive Officer<br><br> <br>(Principal Executive Officer)

In connection with the Quarterly Report of The Cannaisseur Group, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Xavier Carter, Interim Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.
---	---
November 19, 2024	By: /s/ Xavier Carter
---	---
	Name: Xavier Carter<br><br> <br>Title: Interim Chief Financial Officer<br><br> <br>(Principal Financial Officer)