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

Cautionary Note Regarding Forward Looking Statements

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

Forward-looking statements contained in this report include:

? Our liquidity;

? Increase demand for vaporizers and related products;

? Opportunities for our business; and

? Growth of our business.

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

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

Factors Affecting Our Performance

We believe the following factors affect our performance:

Retail: We believe the operating performance of our retail stores will affect our revenue and financial performance. The Company has a total of nine retail vape stores and four natural and organic groceries and dietary supplement stores which are located in Florida, Georgia and Tennessee. The Company has ceased plans to increase the number of retail vape stores due to adverse industry trends and increasing federal and state regulations that, if implemented, may negatively impact future retail revenues.

Increased Competition: The launch by national competitors in both of our business reporting segments have made it more difficult to compete on prices and to secure business. We expect increased product supply and downward pressure on prices to continue and impact our operating results in the future. We also expect the continued expansion of national grocery chains, which leads to greater competition, to impact our operating results in the future.




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Results of Operations

The following table sets forth our Consolidated Statements of Operations for the years ended December 31, 2020 and 2019 that is used in the following discussions of our results of operations:



                                                 For the Year Ended December 31,     2020 to 2019
                                                     2020                2019          Change $
SALES:
Vapor sales, net                               $       2,458,945     $   4,134,701   $ (1,675,756)
Grocery sales, net                                    11,461,800        10,979,305         482,495
Total Sales                                           13,920,745        15,114,006     (1,193,261)
Cost of sales vapor                                    1,033,805         1,690,734       (656,929)
Cost of sales grocery                                  7,109,719         6,939,028         170,691
GROSS PROFIT                                           5,777,221         6,484,244       (707,023)

EXPENSES:
Impairment of goodwill and intangible assets             380,646           481,314       (100,668)
Selling, general and administrative                    8,844,947        10,417,214     (1,572,267)
Total operating expenses                               9,225,593        10,898,528     (1,672,935)
Operating loss                                       (3,448,372)       (4,414,284)         965,912

OTHER INCOME (EXPENSES):
Gain on revaluation of warrants                                -         1,719,816     (1,719,816)
Other income, net                                          (100)           (2,524)           2,424
Interest expense, net                                  (272,651)          (35,527)       (237,124)
Gain (loss) on investment                                (1,269)          (66,857)          65,588
Total other income (expense), net                      (274,020)         1,614,908     (1,888,928)

NET INCOME (LOSS)                              $     (3,722,392)     $ (2,799,376)   $   (923,016)

Net vapor sales decreased $1.7 million to $2.5 million for the twelve months ended December 31, 2020 as compared to $4.1 million for the same period in 2019. The decrease in sales was primarily due to a major decreased in foot traffic or temporary closure of some stores a result of the Coronavirus (COVID-19) pandemic and a decrease in the number of stores open compared to prior year. Net grocery sales increased $0.5 million to $11.5 million for the twelve months ended December 31, 2020 as compared to $11.0 million for the same period in 2019. The increase in sales was primarily due to COVID-19 pandemic and the Company new strategy to offer its customer the option to delivery or curb side pickup their orders.

Vapor cost of goods sold for the twelve months ended December 31, 2020 and 2019 were $1.0 million and $1.7 million, respectively , a decrease of $0.7 million. The decrease in cost of goods sold was primarily due to a decreased in sales and product cost. Grocery store cost of goods sold for the twelve months ended December 31, 2020 and 2019 were $7.1 million and $6.9 million, respectively, an increase of $0.2 million. The increase was primarily due to increases in sales and cost of goods sold from the COVID-19 pandemic.

Total operating expenses decreased $1.7 million to $9.2 million for the twelve months ended December 31, 2020. The decrease was primarily attributable to a decrease in payroll and employee related cost of $0.7 million, stock-based compensation of $0.3 million, insurance of $0.1 million, professional fees of $0.1 million, taxes, licenses & permits of $0.1 million, meals, travel & entertainment of $0.1 million and goodwill and intangible assets impairment of $0.1 million.

The Company determined that the carrying value of intangible assets in connection with the acquisition of The Vitamin Store, LLC exceeded their potential cash flow from disposition. The Company concluded that intangible assets was impaired and recorded an impairment charges of $0.4 million for the twelve months ended December 31, 2020. In 2019, the Company concluded that the goodwill from Healthy Choice Markets, LLC was impaired 2019 and recorded an impairment charge of $0.5 million.

Net other expenses of $0.3 million for the twelve months ended December 31, 2020 includes interest expense of $0.3 million and loss on investment of $1,300.



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Liquidity and Capital Resources



                                  For the year ended December 31,
                                      2020                2019

Net cash provided by (used in):


  Operating activities          $     (2,288,914)     $ (3,535,241)
  Investing activities                   (75,202)           126,754
  Financing activities                  1,764,176         (127,351)
                                $       (599,940)     $ (3,535,838)

Our net cash used in operating activities of $2.3 million for the twelve months ended December 31, 2020 resulted from our net loss of $3.7 million, offset by a net cash usage of $0.2 million from changes in operating assets and liabilities and a non-cash adjustments of $1.6 million. Our net cash used in continuing operating activities of $3.5 million for the twelve months ended December 31, 2019 resulted from our net loss from continuing operations of $2.8 million, offset by a net cash usage of $0.9 million from changes in operating assets and liabilities and a non-cash adjustments of $0.1 million. We did not utilize any cash on discontinued operations for the twelve months ended December 31, 2020 and 2019.

The net cash used in investing activities of $0.1 million for the twelve months ended December 31, 2020 resulted from the issuance and collection of a note receivable, and purchases of a patent and property and equipment. The net cash provided by investing activities of $0.1 million for the twelve months ended December 31, 2019 resulted from payments received on the VPR Brands L.P. Note.

The net cash provided by financing activities of $1.8 million for the twelve months ended December 31, 2020 is due to proceeds received from the Paycheck Protection Program of $0.9 million and Term Loan of $2.5 million, partially offset by payments of $1.7 million on the loan payable. The net cash used in financing activities of $0.1 million for the twelve months ended December 31, 2019 is due to payments on the loan payable of $0.3 million, partially offset by proceeds from our line of credit of $0.1 million.

At December 31, 2020 and December 31, 2019, we did not have any material financial guarantees or other contractual commitments with trade vendors that are reasonably likely to have an adverse effect on liquidity.

Our cash balances are kept liquid to support our growing acquisition and infrastructure needs for operational expansion. The majority of our cash and cash equivalents are concentrated in three large financial institutions and are generally in excess of the Federal Deposit Insurance Corporation (FDIC) insurance limit. The Company has not experienced any losses on its cash and cash equivalents. The following table presents the Company's cash position as of December 31, 2020 and December 31, 2019.



                            December 31, 2020     December 31, 2019

Cash                        $          925,475    $        1,525,415
Total assets                $       11,874,993    $       14,006,669
Percentage of total assets                7.8%                 10.9%


The Company reported net loss of approximately $3.7 million for the year ended December 31, 2020. The Company also had negative working capital of $2.6 million. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to satisfy business obligations, and to continue as a going concern.

Off-Balance Sheet Arrangements

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

Seasonality

We do not consider our business to be seasonal.




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Non-GAAP Financial Measures

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

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

We define Adjusted EBITDA as net loss from operations adjusted for non-cash charges for depreciation and amortization and stock compensation. Management believes Adjusted EBITDA is an important measure of our operating performance because it allows management, investors and analysts to evaluate and assess our core operating results from period to period after removing the impact of significant non-cash charges that effect comparability between reporting periods. Our management recognizes that Adjusted EBITDA has inherent limitations because of the excluded items.

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



                                                            2020            2019

Reconciliation of Adjusted EBITDA to net loss allocable to common stockholders: Operating loss

$ (3,448,372)   $ (4,414,284)
Impairment of goodwill and intangible assets                  380,646         481,314
Depreciation and amortization                                 550,098         594,940
Stock-based compensation expense                               78,029         374,241
Adjusted EBITDA                                         $ (2,439,599)   $ (2,963,789)

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