Cannaisseur Group Inc. Annual Report - How They Did This Year (Fiscal Year 2025)

Hey there! Thinking about investing in Cannaisseur Group Inc.? This guide helps you understand their past year. We'll cover their fiscal year, which ended December 31, 2025. We'll break down the important stuff in plain English. You won't need a finance degree to get it.

Here's what we'll cover, piece by piece:

1. What does this company do and how did they perform this year?

   • Cannaisseur Group Inc., or TCRG, started in December 2020. They first focused on the hemp business. In January 2021, they bought 51% of Atlanta CBD Inc. (also known as Inno Medicinals). This company grew, made, and sold hemp products.
   • Big news this year: TCRG has decided to shift its focus! They are now becoming a broader health and wellness company. They will still offer CBD products. Their main goal is to sell a wider range of health and wellness items.
   • Currently, their only business is that 51% ownership of Atlanta CBD Inc. TCRG manages Atlanta CBD's daily business. Atlanta CBD plans to update its products. This will match TCRG's new health and wellness direction. TCRG's success depends entirely on Atlanta CBD Inc.
   • As of June 30, 2025, the company's total value was about $2.7 million. This is quite small for a public company. This value represents shares available for public trading. It excludes shares held by company insiders. A small number of publicly traded shares can lead to higher price swings and make shares harder to buy or sell.
   • They had about 60.46 million shares of stock available as of March 18, 2026.
   • Their main offices are in Atlanta, GA.

2. Financial performance - profit, growth metrics

   • For the year ended December 31, 2025, the company lost $1,808,379. This means they spent almost $1.81 million more than they made.
   • This loss significantly drains their limited money, especially for a company with such a small total value. They also used $127,451 in cash just to run daily operations, showing their main business activities are not bringing in cash.
   • They also have $210,492 less in quick assets than short-term bills, meaning they lack enough cash and other quick assets to cover debts due within a year. Their total losses since they started have grown to $3,488,889. Their total shareholder investment is negative $235,291, meaning their debts are more than their assets, even after shareholder money. This shows serious financial trouble.
   • These big losses and money problems led the company to issue a "Going Concern" warning. This is a serious statement from their accountants, meaning there's substantial doubt the company can continue operating. They need big changes or new funding to survive long-term. This is a critical red flag for investors, questioning the business's very survival.
   • These reported losses might be even higher if inflation's effects were fully considered, which could further reduce the value of their cash and assets.
   • Atlanta CBD has some special shareholders entitled to a share of profits. Atlanta CBD has not paid any profits to these shareholders to date. This directly impacts TCRG's future earning potential.
   • The company warns that its sales and profit can swing quite a bit due to sales timing or spending for future sales, sales promotions, economic conditions, and foreign currency changes. They also expect changes due to the economy and regulations, weather, seasons, consumer demand, transport costs, and competition. They even say they might continue to lose money, which is a big risk given their current financial state.
   • The SEC classifies TCRG as a "smaller reporting company" and an "emerging growth company," meaning it's a relatively small, newer public company with fewer reporting rules than larger, more established firms.

3. Major wins and challenges this year

   • Major Win: The strategic shift to the broader health and wellness market is a big move. This market is growing fast. TCRG aims to grow beyond just hemp products. They plan to offer "cutting-edge, sustainable, and effective health and wellness options." They also plan to offer wellness technology. This could bring in money from more sources.
   • New Win: They're actively managing cybersecurity risks. Their Board of Directors oversees the cybersecurity program. Management regularly updates the Board on risks and strategy. This shows they protect digital assets and customer data. This is crucial in today's digital world.
   • New Win: No current legal troubles. The company is not currently in any lawsuits. They also know of no threatened legal action. Such actions could significantly harm their money or operations. This is a good sign. Legal battles can be costly and distracting for a small company.
   • Major Challenge: Severe Financial Distress and "Going Concern" Warning. The company lost over $1.8 million. They used cash in operations. They also have less in quick assets than short-term bills and total losses since starting. This led to a "Going Concern" warning. This means auditors seriously doubt the company can stay in business. This is a critical challenge. It questions the company's very existence without new funding or profit.
   • Major Challenge: Right now, TCRG's entire business depends on its 51% ownership of Atlanta CBD. This means they rely heavily on that one company. Any issues with Atlanta CBD directly impact TCRG.
   • Potential Challenge: TCRG's President and CEO (Floretta Gogo) and CFO (Xavier Carter) also own 49% of Atlanta CBD. They run both companies' daily operations. They have agreements to prevent conflicts of interest. However, the report notes these agreements "cannot guarantee" they won't favor Atlanta CBD. This is a significant potential conflict. Management's goals might not always align with TCRG's public shareholders.
   • Operational Challenge: Atlanta CBD's special shareholders have not received profit payments. This casts doubt on TCRG's only operating asset.
   • Operational Challenge: They lack long-term contracts with many suppliers. Suppliers could raise prices or fail to deliver. This could disrupt their ability to get products. It could also lead to higher costs or shortages.
   • Operational Challenge: They rely heavily on outside partners for materials and products. If these relationships sour or partners fail, it could hurt TCRG. They have limited control over these outside groups.
   • Operational Challenge: Any major problem at their packaging facilities could raise costs and lower sales. This includes technical issues, labor problems, or natural disasters. They depend on these facilities to get products to market.
   • Operational Challenge: As a small company, losing key employees could hurt them. Struggling to attract new talent could also impact their growth. This is due to their limited staff.
   • Operational Challenge - Managing Growth: As TCRG tries to expand, managing that growth could be a big hurdle. Their growth has already strained their management, operations, and money. If they keep growing, they'll need to hire and train many more people. They will also need to expand their facilities. Finding and keeping enough qualified employees and controlling expansion costs will be crucial. If they fail, it could hurt their business and money stability.
   • Governance Challenge: The company currently has no outside or independent directors on its Board. This means the Board might not be fully independent in its decisions. This could lead to conflicts of interest or less oversight of management. They also miss out on diverse views and experience. This is a significant weakness in how the company is run.
   • Governance Challenge - Lawsuit Risk & No D&O Insurance: The company faces the risk of lawsuits. These could drain their money and management's time. A big concern is they currently do not have Director & Officer (D&O) insurance. This insurance usually covers legal costs for company leaders. Without it, the company would pay these costs directly. This could severely impact their financial health, given their current losses. This lack of insurance also makes it harder to attract and keep talented leaders. This further weakens their governance.
   • New Challenge: The success of their new and existing products is not guaranteed. They've spent money developing new products. But there's no guarantee the market will accept them. This could lead to wasted investment.
   • New Challenge - Regulatory Uncertainty for CBD: The FDA (Food and Drug Administration) has a complex stance on CBD products. The 2018 Farm Bill made hemp-derived CBD federally legal (under 0.3% Delta-9 THC). But the FDA still says CBD products generally cannot be sold as dietary supplements or food. They've issued warning letters. They are still figuring out how to regulate these products. This creates much uncertainty for TCRG's CBD business. It could limit growth or lead to enforcement.
   • New Challenge - No Patents or Trademarks: The company currently owns no patents or trademarks. They also have none pending. This means they lack unique legal protection for products or brand names. This could make it harder to stand out. Without unique legal protection, competitors could copy their products. This could hurt their ability to build a lasting competitive edge.

4. Financial health - cash, debt, liquidity

   • Very concerning financial health. The report gives specific, worrying numbers. For the year ended December 31, 2025, TCRG lost $1,808,379. They used $127,451 in cash for operations. They also have $210,492 less in quick assets than short-term bills. Their total losses since starting are $3,488,889. Their total shareholder investment is negative $235,291. These figures show a company in serious financial trouble. They lack enough quick cash and have growing losses.
   • The company's financial statements include a "Going Concern" warning. This is a serious red flag. It means there's substantial doubt the company can continue operating. They need significant new funding or drastic changes. This makes their ability to fund expansion plans even more critical. It might also be harder, given their current financial state.
   • They plan to fund their health and wellness expansion. They will do this by issuing new stock and raising money through private deals. This shows they need outside money to grow. This is common for smaller companies.
   • There's a risk this extra money might not be available. Also, issuing new stock could mean your ownership percentage becomes smaller. This risk is especially high given their low share price and financial instability.
   • Atlanta CBD has special stock with "redeemable features." This means those shareholders could ask for their money back. If Atlanta CBD becomes profitable, this could become a debt for the company. This could divert cash that might otherwise benefit TCRG.
   • TCRG's stock currently trades on the OTC Pink Markets under "TCRG." This means it's not traded on a major stock exchange like the NYSE or Nasdaq. This can make shares harder to buy or sell. It might also mean less transparency than larger companies. As of March 18, 2026, only about 43 people owned their stock. This is a very small number. This low number means the stock is very hard to trade. Even small buy or sell orders can greatly affect the price. This leads to big price swings. This further shows it's a "penny stock," which has its own risks (more below). Brokers might find it hard to process trades. This could lower the stock price and make it harder to sell. It's likely to be highly volatile and hard to trade. For you, this means a high risk of not selling shares quickly or at your desired price.
   • TCRG uses an extended transition period for new accounting rules. This is allowed for smaller companies. This means their financial reports might not compare directly to larger companies that adopted these rules sooner. This could make it harder to compare their performance to others and assess their true financial position.

5. Key risks that could hurt the stock price

   • Severe Financial Distress and "Going Concern" Risk (Extremely High Risk): This is perhaps the most critical risk. The company's large loss ($1.8 million), cash used in operations, lack of quick assets, and big total losses led to a "Going Concern" warning. This means auditors doubt the company can continue operating long-term. If they can't get more money, make profits, or manage cash, they could stop operations. This would mean a complete loss of your investment. This risk is paramount and needs careful thought.
   • Early Stage Company Risks and Potential for Total Loss: TCRG is a very young company. Investing in it carries the high risks typical of new businesses. They might face unexpected costs, problems, or technical issues. These could cause big delays or even force them to stop. If they can't handle these challenges, you could lose your entire investment.
   • "Penny Stock" Risks & Potential for Fraud and Volatility: TCRG's stock is a "penny stock." It doesn't trade on a major exchange (it's on the OTC Pink Markets). It also likely has a low price. The penny stock market has historically been a target for fraud and manipulation. The company warns its stock price will likely be highly volatile. It could swing wildly due to many factors. It's also likely to be hard to trade. This means there aren't many buyers and sellers. This can make it very hard to sell your shares when you want, or at your expected price. This can include things like:
     • Market Control: A few powerful brokers or promoters might control the stock's trading.
     • Price Manipulation: Artificially boosting prices with fake news or coordinated buying/selling.
     • "Boiler Room" Tactics: High-pressure sales from inexperienced salespeople making unrealistic promises.
     • Hidden Fees: Excessive and undisclosed fees by brokers.
     • "Pump and Dump": Promoters artificially inflate the price. Then they sell their shares, causing the price to crash. This leaves other investors with losses.
     • TCRG's management knows about these issues. But these risks are part of the penny stock market. They could hurt your investment.
   • Concentration Risk: As mentioned, TCRG's entire current business relies on its 51% ownership of Atlanta CBD. If Atlanta CBD struggles, TCRG will struggle. It has no other major money-making assets.
   • Growth Management Risk: Expanding their business successfully means managing growth well. This requires clear goals, strong internal controls, and keeping skilled employees. If they fail to manage this growth, it could seriously harm their business. It could also cause their stock price to drop.
   • Lawsuits and Lack of Director & Officer (D&O) Insurance: The company faces lawsuit risk, which could be very costly. A major concern is they currently do not have D&O insurance. This means if their directors or officers are sued, TCRG would pay all legal costs and damages directly. This could severely impact their financial health. It also makes it harder to attract and keep good leadership.
   • Intense Competition: The health and wellness markets they target are highly competitive. These include functional foods, digital health, and wellness apps. Huge players exist in these markets. For health and wellness foods, they face giants like Nestlé S.A., Danone S.A., PepsiCo Inc., General Mills Inc., GlaxoSmithKline PLC, and Abbott Laboratories. In functional drinks, they face PepsiCo Inc., Red Bull GmbH, The Coca-Cola Company, and Monster Beverage Corporation. It will be very hard for a small company like TCRG to compete effectively. These larger competitors often have more money, longer histories, and stronger brands. If TCRG can't compete, they might not meet sales goals.
   • Execution Risk: Their success depends on expanding into the broader health and wellness market. This involves buying new assets and combining them. This is a big task for a small company with limited money and operating history. There's a high risk of failure in carrying out this plan.
   • Regulatory Risk - FTC Oversight: Beyond the FDA, the Federal Trade Commission (FTC) requires truthful and non-misleading product advertising. TCRG believes its advertising meets these standards. But the FTC could challenge them anytime. This could lead to costs or marketing changes.
   • Regulatory Uncertainty (especially for CBD): They are expanding beyond hemp. But CBD products still face various legal limits. The FDA believes CBD products cannot be sold as dietary supplements or food. This is true even though the 2018 Farm Bill made hemp-derived CBD federally legal (under 0.3% Delta-9 THC). The FDA is still figuring out its rules. This could lead to more enforcement, new approval rules, or even bans. Changes in these rules could greatly impact their CBD business. Also, all their health and wellness products fall under FDA rules. This means the FDA oversees product making, packaging, and claims.
   • Cost Increases: Higher costs for ingredients (like hemp-derived CBD oil), labor, or other expenses could greatly reduce profits. This is especially true if they can't pass these costs to customers in a competitive market.
   • Supplier Dependence: Not having long-term contracts with many suppliers makes them vulnerable. Price increases or supply problems could hurt their operations and production.
   • Third-Party Reliance: Their business depends on various partners and service providers. If these third parties fail or end relationships, TCRG's product availability could suffer. They have limited control over these outside factors.
   • Packaging Facility Disruption: Any major problem at packaging facilities could raise costs and lower sales. This would hurt their ability to fill orders.
   • Loss of Key Personnel: The company's growth relies on attracting and keeping talented employees. Losing key people could harm their profit and growth potential. This is especially true given their small team.
   • Intellectual Property Protection: They use trademarks, copyrights, and trade secrets to protect their brand. This is especially true for Inno Medicinals' unique products. But they admit they might not fully protect these. This could lead to legal issues and make it harder to stand out. This is especially true given their lack of patents.
   • Broader External Risks: Beyond pandemics, the company is vulnerable to natural disasters. These include hurricanes, floods, or droughts. Severe weather and political events (unrest, attacks) also pose risks. Any of these could disrupt operations, supply chains, and business.
   • Management Conflict of Interest: The CEO and CFO work for both TCRG and Atlanta CBD. Despite agreements, this dual role creates a risk. Decisions might favor Atlanta CBD over TCRG. This could be at the expense of TCRG shareholders.
   • Lack of Independent Board Oversight: Having no outside or independent directors on their Board means less independent oversight. This could lead to decisions not always in all shareholders' best interest. It also increases risks in how the company is run.
   • Cyber Security and Data Risks: They collect and store much data. This includes internal, partner, and customer data (like credit card numbers). A cyber-attack or data breach could harm their reputation. It could also lead to lawsuits, fines, and high costs. It could also disrupt operations.
   • Small Company Status: Being a "smaller reporting company" and "emerging growth company" often means fewer resources. It also means less established operations. This can lead to more stock price swings for investors.
   • Liquidity Risk: The stock is not on a major exchange. It is also hard to trade. This means it might be difficult to trade. This is a big risk for investors wanting to buy or sell shares easily.
   • Economic Downturns: They sell essential goods. But a struggling economy could make consumers cut spending. This would likely reduce TCRG's sales.
   • Limited Operating History & Intense Competition: They operate in a new, highly competitive industry. Their limited track record makes their business risky. They face competition from much larger companies. Changing consumer tastes, economic conditions, and disposable income can greatly affect sales.
   • Uncertainty of Product Success: There's no guarantee their existing or new products will be popular. This is true despite significant investment.
   • Operational Volatility and External Factors: Their business results can change greatly. Many factors are outside their direct control. These include economic changes, new rules, weather, seasons, consumer demand shifts, rising transport costs, and competitor actions.
   • Failure to Meet Investor Expectations: If TCRG doesn't meet financial or operational goals, its stock price could drop.
   • Macroeconomic Factors: Broader economic issues, both in the US and globally, could hurt the stock price. This is true even if they don't relate to TCRG's specific performance.
   • Risk from Major Shareholder Sales: A few major shareholders own much of TCRG's stock. This includes management. If they sell many shares at once, it could flood the market. This could cause the stock price to drop significantly, even if the company is doing well.
   • Dependence on Consumer Acceptance: The company's success relies heavily on people continuing to like and buy their products. They believe their products are gaining popularity. But there's no guarantee this trend will continue. A shift in consumer preferences could hurt their business.

6. Competitive positioning

   • TCRG is a very small player. They have only 3 full-time employees. They aim to enter huge, highly competitive markets. This small team size highlights their big challenge. They compete with much larger, established companies.
   • They face intense competition from major companies. This is true in health and wellness foods (e.g., Nestlé, PepsiCo, Abbott Laboratories). It's also true in functional drinks (e.g., Coca-Cola, Red Bull). These larger competitors often have more money, longer histories, and better-known brands. This makes it incredibly hard for TCRG to gain much market share.
   • They also face challenges from changing consumer tastes. Economic conditions and disposable income also affect demand. All these factors make their market position uncertain.
   • Their strategy focuses on specific wellness goals. They use online sales channels, like the Inno Medicinals website. They build an audience before trying physical retail stores. This online-first approach aims to lower upfront costs. But it limits their immediate market reach.
   • They plan to use commercial suppliers and contract manufacturers. They will use Atlanta CBD's existing relationships. This reliance on outside parties means less control over production quality and costs.
   • They try to stand out by offering "cutting-edge, sustainable, and effective health and wellness options." But without unique technology or patents, this difference may be hard to keep.
   • Intellectual Property: They aim to protect their brand with trademarks, copyrights, and trade secrets. This is especially true for Inno Medicinals' unique products. But they admit they might not fully protect these. This makes it harder to secure a unique market position. Competitors could easily copy their products or branding.

7. Leadership or strategy changes

   • Major Strategy Shift: This is the biggest change! TCRG is moving from a hemp business to a broader health and wellness company. This means new product lines and a wider market focus. This is a big strategic change. It will need much money and strong execution.
   • Leadership: Floretta Gogo is the President and CEO. Xavier Carter is the CFO. They both also lead Atlanta CBD. This is important for their management structure. This dual leadership, while possibly efficient, also brings the conflict of interest risk discussed earlier.

8. Future outlook

   • TCRG plans to greatly expand its business. They will buy assets for CBD growing, processing, and selling. They will also buy other health-related products. These purchases are key to their diversification plan. But they will need much money and successful integration.
   • They aim to grow their health and wellness business. They will build on Atlanta CBD's operations and online sales. They will use the existing setup and customer base.
   • They target fast-growing areas in the health and wellness market. These include functional nutrition, digital health, and wellness apps. They hope to benefit from strong market trends.

9. Market trends or regulatory changes affecting them

   • Positive Market Trends: TCRG is entering markets with strong growth potential:
     • The functional food market is expected to be 43.7% of the health and wellness foods market in 2025. It's growing about 6.3% annually until 2035. This offers a big opportunity if TCRG can get a share.
     • The global digital health and wellness market is huge ($349.39 billion in 2024). It's projected to grow rapidly to over $1.6 trillion by 2033. This is an 18.93% annual growth rate. This explosive growth could greatly help TCRG's digital wellness plans.
     • The global wellness apps market is also growing fast. It's projected at 14.9% annually from 2025 to 2030. This shows strong consumer demand for digital health solutions.
   • Regulatory Landscape (Crucial for CBD):
     • The 2018 Farm Bill removed hemp-derived CBD products (under 0.3% Delta-9 THC) from federal drug laws. This made them federally legal. However, products with more than 0.3% Delta-9 THC are still illegal federally. This difference is critical for TCRG's product compliance.
     • FDA's Stance: Despite the Farm Bill, the FDA says CBD products generally cannot be sold as dietary supplements or food. This is because a CBD-based drug (Epidiolex) is already approved. Laws prevent substances studied as drugs from being sold as supplements or food. The FDA has sent warning letters to companies making unproven health claims about CBD. This stance creates big regulatory hurdles. It limits how TCRG can market its CBD products.
     • Ongoing Uncertainty: The FDA is actively exploring rules for CBD products. This could lead to new rules, approval requirements, or even bans. This creates much uncertainty for TCRG's CBD business and future plans.
     • State-Level Regulations: Beyond federal rules, CBD products also face many different state laws. These can vary widely. Navigating these diverse state rules adds complexity and cost to TCRG's operations.
     • Broader FDA Oversight: Remember that all TCRG's health and wellness products, not just CBD, are under FDA rules. This means the FDA oversees their product making, packaging, and claims. This requires ongoing compliance.
     • FTC Advertising Regulations: The FTC requires all product advertising to be truthful and not misleading. TCRG must ensure its marketing follows these rules. An FTC challenge could lead to issues, fines, or forced marketing changes.

So, what does this all mean for you? Cannaisseur Group Inc. is trying to pivot into a growing health and wellness market, which is a positive strategic move. However, they are currently in severe financial distress, operating at a significant loss, and face a "Going Concern" warning. Their entire business relies on a single subsidiary, and they operate in a highly competitive, regulated, and volatile "penny stock" market. While the market trends they target are strong, the company's ability to execute its plans, secure funding, and overcome its current financial and operational challenges is highly uncertain. Investing in TCRG at this stage carries extremely high risks, including the potential for total loss of investment. It's crucial to weigh the ambitious future plans against the very real and immediate financial struggles and operational hurdles.