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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 March 31,June 30, 2022

Or

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

For the transition period from _____ to _____

Commission file number: 001-36469

HEALTHIER CHOICES MANAGEMENT CORP.
(Exact name of Registrant as specified in its charter)

Delaware 84-1070932
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
   
3800 North 28Th Way  
Hollywood, Florida 33020
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: 305-600-5004

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

☒ Yes ☐ No

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

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

Title of each class Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.0001 per share HCMC OTC Pink Marketplace

As of May 16,August 1, 2022, there were 339,741,632,384 shares of the registrant’s common stock, par value $0.0001 per share, outstanding.

TABLE OF CONTENTS

PAGE
  
PART I FINANCIAL INFORMATION
1
  
ITEM 1. Financial Statements
1
  
Condensed Consolidated Balance Sheets as of March 31,June 30, 2022 (Unaudited) and December 31, 2021
1
  
Condensed Consolidated Statements of Operations for the Three and Six Months Ended March 31,June 30, 2022 and 2021 (Unaudited)
2
  
Condensed Consolidated Statements of Changes in Stockholders’ Equity Statements for the Three and Six Months Ended March 31,June 30, 2022 and 2021 (Unaudited)
3
  
Condensed Consolidated Statements of Cash Flows for the ThreeSix Months Ended March 31,June 30, 2022 and 2021 (Unaudited)
5
  
Notes to Condensed Consolidated Financial Statements (Unaudited)
6
  
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
12
  
ITEM 3. Quantitative and Qualitative Disclosures about Market Risk
1718
  
ITEM 4. Controls and Procedures
1718
  
PART II OTHER INFORMATION
1819
  
ITEM 1. Legal Proceedings
1819
  
ITEM 1A. Risk Factors
1819
  
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
1819
  
ITEM 3. Defaults Upon Senior Securities
1819
  
ITEM 4. Mine Safety Disclosures
1819
  
ITEM 5. Other Information
1819
  
ITEM 6. Exhibits
1819
  
Signatures
1921
  
Exhibit 31.1
 
  
Exhibit 31.2
 
  
Exhibit 32.1
 
  
Exhibit 32.2
 




PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS


 
March 31,
2022 (Unaudited)
  
December 31,
2021
 June 30, 2022 (Unaudited) 
December 31,
2021
ASSETS           
CURRENT ASSETS           
Cash and cash equivalents $20,587,830  $26,496,404 $19,323,420 $26,496,404
Accounts receivable, net  37,512   28,481  30,638  28,481
Notes Receivable  234,143   247,915 
Notes receivable 220,793  247,915
Inventories  2,370,248   1,521,199  2,441,277  1,521,199
Prepaid expenses and vendor deposits  298,756   456,397  244,171  456,397
Investment  26,657   23,143  28,457  23,143
TOTAL CURRENT ASSETS  23,555,146   28,773,539  22,288,756  28,773,539
             
Property and equipment, net of accumulated depreciation  1,532,375   176,988  1,554,576  176,988
Intangible assets, net of accumulated amortization  2,413,207   947,593  2,248,107  947,593
Goodwill  2,657,000   916,000  2,657,000  916,000
Right of use asset – operating lease, net  5,163,954   3,543,930  4,964,381  3,543,930
Other assets  112,883   85,437  119,378  85,437
             
TOTAL ASSETS $35,434,565  $34,443,487 $33,832,198 $34,443,487
             
LIABILITIES AND STOCKHOLDERS’ EQUITY             
CURRENT LIABILITIES             
Accounts payable and accrued expenses $2,058,805  $1,642,848 $2,171,095 $1,642,848
Contract liabilities  243,840   23,178  56,105  23,178
Current portion of line of credit  453,232   418,036  453,232  418,036
Current portion of loan payment  2,638   2,604  2,134  2,604
Operating lease liability, current  607,121   437,328  563,300  437,328
TOTAL CURRENT LIABILITIES  3,365,636   2,523,994  3,245,866  2,523,994
             
Loan payable, net of current portion  143   815  0  815
Operating lease liability, net of current  4,153,044   2,685,021  4,016,105  2,685,021
TOTAL LIABILITIES  7,518,823   5,209,830  7,261,971  5,209,830
             
COMMITMENTS AND CONTINGENCIES (SEE NOTE 13)  0   0  0  0
             
STOCKHOLDERS’ EQUITY             
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $0.8 million
  800,000   800,000 
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; approximately 339,741,632,384 shares issued and outstanding as of March 31, 2022 and December 31, 2021, respectively
  33,974,163   33,974,163 
Series D convertible preferred stock, $1,000 par value per share, 5,000 shares authorized; 800 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively; aggregate liquidation preference of $0.8 million
 800,000  800,000
Common Stock, $0.0001 par value per share, 750,000,000,000 shares authorized; 339,741,632,384 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively
 33,974,163  33,974,163
Additional paid-in capital  30,855,824   30,855,824  30,855,824  30,855,824
Accumulated deficit  (37,714,245)  (36,396,330) (39,059,760)  (36,396,330)
TOTAL STOCKHOLDERS’ EQUITY  27,915,742   29,233,657  26,570,227  29,233,657
             
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY $35,434,565  $34,443,487 $33,832,198 $34,443,487

See notes to unaudited condensed consolidated financial statements
1


HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)(UNAUDITED)

Three Months Ended Six Months Ended
 Three Months Ended March 31, June 30, June 30,
 2022  2021 2022 2021 2022 2021
SALES                 
Vapor sales, net $249,563  $613,936 $5,997 $590,980 $255,560 $1,204,916
Grocery sales, net  4,798,990   2,851,817  6,126,063  2,794,912  10,925,053  5,646,729
TOTAL SALES, NET  5,048,553   3,465,753  6,132,060  3,385,892  11,180,613  6,851,645
                   
Cost of sales vapor  111,684   233,315  562  237,333  112,246  470,648
Cost of sales grocery  2,964,355   1,741,728  3,800,625  1,684,903  6,764,980  3,426,631
GROSS PROFIT  1,972,514   1,490,710  2,330,873  1,463,656  4,303,387  2,954,366
                   
OPERATING EXPENSES  3,327,420   2,022,883  3,699,273  2,149,087  7,026,693  4,171,970
                   
LOSS FROM OPERATIONS  (1,354,906)  (532,173) (1,368,400)  (685,431)  (2,723,306)  (1,217,604)
                   
OTHER (EXPENSE) INCOME        
Gain on investment  3,514   26,126 
OTHER INCOME (EXPENSE)           
Gain (loss) on investment 1,800  (14,614)  5,314  11,511
Other income, net  16,874   0  6,175  0  23,049  0
Interest income (expense), net  16,603   (72,915) 14,910  (5,516)  31,513  (78,430)
Loss on debt settlements  0   (117,296)
Gain on debt extinguishment, net 0  885,226  0  767,930
Total other income (expense), net  36,991   (164,085) 22,885  865,096  59,876  701,011
                   
NET LOSS $(1,317,915) $(696,258)
NET (LOSS) INCOME$(1,345,515) $179,665 $(2,663,430) $(516,593)
                   
NET LOSS PER SHARE-BASIC AND DILUTED $0.00  $0.00 $0.00 $0.00 $0.00 $0.00
                   
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING-BASIC AND DILUTED  339,741,632,384   244,246,983,178  339,741,632,384  311,961,992,554  339,741,632,384  277,914,474,082
           
           

See notes to unaudited condensed consolidated financial statements

2

HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
FOR THE THREE MONTHS ENDED MARCH 31,JUNE 30, 2022 and 2021
(Unaudited)

 
Convertible
Preferred Stock
 Common Stock 
Additional
Paid-In
 Accumulated   
 Shares Amount Shares Amount Capital Deficit Total 
Balance – January 1, 2022
  800  $800,000   339,741,632,384  $33,974,163  $30,855,824  $(36,396,330) $29,233,657 
Net loss  -   0   -   0   0   (1,317,915)  (1,317,915)
Balance – March 31, 2022
  800  $800,000   339,741,632,384  $33,974,163  $30,855,824  $(37,714,245) $27,915,742 
 
Convertible
Preferred Stock
 Common Stock 
Additional
Paid-In
 Accumulated  
 Shares Amount Shares Amount Capital Deficit Total
Balance – April 1, 2022
 800 $800,000  339,741,632,384 $33,974,163 $30,855,824 $(37,714,245) $27,915,742
Net loss -  0  -  0  0  (1,345,515)  (1,345,515)
Balance – June 30, 2022
 800 $800,000  339,741,632,384 $33,974,163 $30,855,824 $(39,059,760) $26,570,227


  
Convertible
Preferred Stock
  Common Stock  
Additional
Paid-In
  Accumulated    
  Shares  Amount  Shares  Amount  Capital  Deficit  Total 
Balance – January 1, 2021
  16,277  $16,277,116   143,840,848,017  $14,384,084  $3,955,039  $(32,358,871) $2,257,368 
Series C Convertible Preferred Stock exercised  (16,277)  (16,277,116)  162,771,153,001   16,277,116   0   0   0 
Stock options exercised  0   0   775,000,000   77,500   0   0   77,500 
Issuance of Series D Convertible Preferred stock in connection with the Securities Purchase Agreement  5,000   5,000,000   0   0   0   0   5,000,000 
Issuance of common stock  0   0   1,182,831,056   118,283   1,289,273   0   1,407,556 
Issuance of awarded stock for officers  0   0   2,200,000,000   220,000   (220,000)  0   0 
Issuance of awarded stock for board member  0   0   50,000,000   5,000   (5,000)  0   0 
Cancellation of awarded stock for officers  0   0   (3,025,000,000)  (302,500)  302,500   0   0 
Cancellation of awarded stock for board member  0   0   (68,750,000)  (6,875)  6,875   0   0 
Stock-based compensation expense  -   0   -   0   1,875   0   1,875 
Net loss  -   0   -   0   0   (696,258)  (696,258)
Balance – March 31, 2021
  5,000  $5,000,000   307,726,082,074  $30,772,608  $5,330,562  $(33,055,129) $8,048,041 
 
Convertible
Preferred Stock
 Common Stock 
Additional
Paid-In
 Accumulated  
 Shares Amount Shares Amount Capital Deficit Total
Balance – April 1, 2021
 5,000 $5,000,000  307,726,082,074 $30,772,608 $5,330,562 $(33,055,129) $8,048,041
Stock options exercised 0  0  1,500,000,000  150,000  0  0  150,000
 Issuance of common stock in connection with the Rights Offering, net of offering expenses 0  0  27,046,800,310  2,704,680  20,873,978  0  23,578,658
Cancellation of awarded stock for officers 0  0  (3,025,000,000)  (302,500)  302,500  0  0
Cancellation of awarded stock for board member 0  0  (68,750,000)  (6,875)  6,875  0  0
Stock-based compensation expense -  0  -  0  32,500  0  32,500
Net income -  0  -  0  0  179,665  179,665
Balance – June 30, 2021
 5,000 $5,000,000  333,179,132,384 $33,317,913 $26,546,415 $(32,875,464) $31,988,864



See notes to unaudited condensed consolidated financial statements

3

HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWSCHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)FOR THE SIX MONTHS ENDED JUNE 30, 2022 AND 2021
(UNAUDITED)

  Three Months Ended March 31, 
  2022  2021 
OPERATING ACTIVITIES      
Net loss $(1,317,915) $(696,258)
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  193,322   136,597 
Gain on extinguishment of debt  0   117,296 
Gain on investment  (3,514)  (26,126)
Amortization of right-of-use asset  177,643   122,735 
Write-down of obsolete and slow-moving inventory  40,586   37,061 
Stock-based compensation expense  0   1,875 
         
Changes in operating assets and liabilities:        
Accounts receivable  (9,031)  (33,079)
Inventories  (85,056)  11,401 
Prepaid expenses and vendor deposits  157,641   48,234 
Other assets  (27,446)  1,003 
Accounts payable and accrued expenses  415,957   (269,627)
Contract liabilities  (61,965)  (3,092)
Lease liability  (159,851)  (104,390)
NET CASH USED IN OPERATING ACTIVITIES  (679,629)  (656,370)
         
INVESTING ACTIVITIES        
Acquisition of Mother Earth's Storehouse  (5,150,000)  0 
Collection of note receivable  13,772   13,178 
Purchases of property and equipment  (127,275)  (30,855)
NET CASH USED IN INVESTING ACTIVITIES  (5,263,503)  (17,677)
         
FINANCING ACTIVITIES        
Proceeds from line of credit  35,196   0 
Principal payments on loan payable  (638)  (12,759)
Principal payment on the line of credit  0   (2,000,000)
Proceeds from loan and security agreement  0   5,000,000 
Proceeds from exercise of stock options  0   77,500 
NET CASH PROVIDED BY FINANCING ACTIVITIES  34,558   3,064,741 
         
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENT AND RESTRICTED CASH  (5,908,574)  2,390,694 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH— BEGINNING OF PERIOD  26,496,404   2,925,475 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD $20,587,830  $5,316,169 
         
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION        
Cash paid for interest $1,428  $81,313 
         
NON-CASH INVESTING AND FINANCING ACTIVITIES        
Issuance of common stock $0  $1,407,556 
Lease acquired $1,797,667  $0 
 
Convertible
Preferred Stock
 Common Stock 
Additional
Paid-In
 Accumulated  
 Shares Amount Shares Amount Capital Deficit Total
Balance – January 1, 2022
 800 $800,000  339,741,632,384 $33,974,163 $30,855,824 $(36,396,330) $29,233,657
Net loss -  0  -  0  0  (2,663,430)  (2,663,430)
Balance – June 30, 2022
 800 $800,000  339,741,632,384 $33,974,163 $30,855,824 $(39,059,760) $26,570,227




 
Convertible
Preferred Stock
 Common Stock 
Additional
Paid-In
 Accumulated  
 Shares Amount Shares Amount Capital Deficit Total
Balance – January 1, 2021
 16,277 $16,277,116  143,840,848,017 $14,384,084 $3,955,039 $(32,358,871) $2,257,368
Series C Preferred stock exercised (16,277)  (16,277,116)  162,771,153,001  16,277,116  0  0  0
Stock options exercised 0  0  2,275,000,000  227,500  0  0  227,500
Stock-based compensation expense -  0  -  0  34,375  0  34,375
Issuance of Series D Convertible Preferred stock in connection with the Securities Purchase Agreement 5,000  5,000,000  0  0  0  0  5,000,000
Issuance of common stock 0  0  1,182,831,056  118,283  1,289,273  0  1,407,556
Issuance of common stock in connection with the Rights Offering, net of offering cost 0  0  27,046,800,310  2,704,680  20,873,978  0  23,578,658
Issuance of awarded stock for officers and board member 0  0  2,250,000,000  225,000  (225,000)  0  0
Cancellation of awarded stock for officers and board member 0  0  (6,187,500,000)  (618,750)  618,750  0  0
Net loss -  0  -  0  0  (516,593)  (516,593)
Balance – June 30, 2021
 5,000 $5,000,000  333,179,132,384 $33,317,913 $26,546,415 $(32,875,464) $31,988,864

See notes to unaudited condensed consolidated financial statements

4

HEALTHIER CHOICES MANAGEMENT CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

 Six Months Ended June 30,
 2022 2021
OPERATING ACTIVITIES     
Net loss$(2,663,430) $(516,593)
Adjustments to reconcile net loss to net cash used in operating activities:     
Depreciation and amortization 422,078  261,571
Gain on investment (5,314)  (11,511)
Amortization of right-of-use asset 377,216  265,601
(Gain) on debt settlement 0  (767,930)
Accrued interest on loan 0  60,809
Write-down of obsolete and slow-moving inventory 73,640  0
Stock-based compensation expense 0  34,375
      
Changes in operating assets and liabilities:     
Accounts receivable (2,157)  (30,062)
Inventories (189,138)  (157,613)
Prepaid expenses and vendor deposits 212,226  17,573
Other assets (33,941)  3,662
Accounts payable and accrued expenses 528,247  (370,577)
Contract liabilities (249,700)  (2,267)
Lease liability (340,611)  (230,547)
NET CASH USED IN OPERATING ACTIVITIES (1,870,884)  (1,443,509)
      
INVESTING ACTIVITIES     
Acquisition of Mother Earth's Storehouse (5,150,000)  0
Collection of note receivable 27,122  27,696
Purchases of property and equipment (213,133)  (41,965)
NET CASH USED IN INVESTING ACTIVITIES (5,336,011)  (14,269)
      
FINANCING ACTIVITIES     
Proceeds from line of credit 35,196  0
Principal payments on loan payable (1,285)  (184,970)
Principal payment on the line of credit 0  (2,000,000)
Proceeds from Rights Offering 0  24,828,657
Proceeds from loan and security agreement 0  5,000,000
Proceeds from exercise of stock options 0  227,500
NET CASH PROVIDED BY FINANCING ACTIVITIES 33,911  27,871,187
      
NET (DECREASE) INCREASE IN CASH, CASH EQUIVALENT AND RESTRICTED CASH (7,172,984)  26,413,409
CASH, CASH EQUIVALENTS AND RESTRICTED CASH— BEGINNING OF PERIOD 26,496,404  2,925,475
CASH, CASH EQUIVALENTS AND RESTRICTED CASH — END OF PERIOD$19,323,420 $29,338,884
      
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION     
Cash paid for interest$2,910 $26,115
      
NON-CASH INVESTING AND FINANCING ACTIVITIES     
Issuance of common stock$0 $1,290,260
Lease acquired$1,797,667 $0

See notes to unaudited condensed consolidated financial statements

5
HEALTHIER CHOICES MANAGEMENT CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

Note 1. ORGANIZATION

Organization

Healthier Choices Management Corp. (the “Company”) is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives. The Company currently operates 4 retail vape stores in the Southeast region of the United States, through which it offers e-liquids, vaporizers and related products. The Company also operates Ada’s Natural Market, a natural and organic grocery store, through its wholly owned subsidiary Healthy Choice Markets, Inc. Ada’s Natural Market and Paradise Health and Nutrition offers fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items. The Company also sells vitamins and supplements on the Amazon.com marketplace through its wholly owned subsidiary Healthy U Wholesale, Inc. The Company also operates HCMC Intellectual Property Holdings, LLC, a wholly owned subsidiary formed to hold, market and expand on its current intellectual property assets. The Company markets the Q-Cup™ technology under the vape segment; this patented technology is based on a small, quartz cup called the Q-Cup™, which a customer partially fills with concentrate (approximately 50mg) purchased from a third party. The Q-Cup™ is then inserted into the Q-Cup™ Tank or Globe, which heats the cup from the outside without coming in direct contact with the solid concentrate. This Q-Cup™ technology provides significantly more efficiency and an “on the go” solution for consumers who prefer to vape concentrates either medicinally or recreationally. The Company acquired substantially all of the assets of Mother Earth’s Storehouse on February 9, 2022, which operates a 2 store organic and health food and vitamin chain in New York’s Hudson Valley, a business that has been operating for over 40 years. The Company expanded its operation into the Health & Wellness segment in November 2021. HCMC has acquired substantially all of the assets of EIR Hydration, an IV therapy center located in Roslyn Heights, NY. The Company also has a licensing agreement for a Healthy Choice Wellness Center at the Casbah Spa and Salon in Fort Lauderdale, FL. The activities in the Wellness centers are currently reported under the Grocery segment due to its deminimus nature. From December 2021 through April 2022, the Company either closed its vape stores or sold substantially all of the assets of such stores. This will allow the Company to focus on developing wholesale business and sales through online platform.

COVID-19 Management Update

The global outbreak of COVID-19 was declared a pandemic by the World Health Organization and a national emergency by the U.S. government in March 2020 and has negatively impacted the U.S. and global economies, disrupted global supply chains and, mandated closures and stay-at-home orders and created significant disruptions of the global financial markets. The Company adjusted certain aspects of the operations to protect their employees and customers while still meeting customers’ needs. While to date the Company has not been required to close any of its grocery stores, the Company is currently operating under regular hours and we are expecting COVID-19 to have a long-term beneficial impact to the future financial results of the grocery segment. The Company continues to monitor the impact of the COVID-19 outbreak closely.  The extent to which the COVID-19 outbreak will impact our operations is manageable, and there is no imminent risk on business continuity and future operations.

Note 2. LIQUIDITY

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

The Company currently and historically has reported net losses and cash outflows from operations. The Company anticipates that its current cash, cash equivalent and cash generated from operations will be sufficient to meet the projected operating expenses for the foreseeable future through at least the next twelve months from the issuance of these unaudited condensed consolidated financial statements.


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Note 3. BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Regulation S-X and do not include all the information and disclosures required by generally accepted accounting principles in the United States of America (“GAAP”). The Company has made estimates and judgments affecting the amounts reported in the Company’s condensed consolidated financial statements and the accompanying notes. The actual results experienced by the Company may differ materially from the Company’s estimates. The condensed consolidated financial information is unaudited but reflects all normal adjustments that are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2022. The condensed consolidated balance sheet as of December 31, 2021 was derived from the Company’s audited 2021 financial statements contained in the above referenced Form 10-K. Results of the threesix months ended March 31,June 30, 2022, are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.

Significant Accounting Policies

There have been no material changes in the Company’s significant accounting policies to those previously disclosed in the 2021 Annual Report.

Note 4. CONCENTRATIONS

Cash and Cash Equivalents and Restricted Cash

The Company considers all highly liquid instruments with an original maturity of three months or less, when purchased, to be cash and cash equivalents. The majority of the Company’s cash and cash equivalents are concentrated in 1 large financial institution, which is in excess of Federal Deposit Insurance Corporation (FDIC) coverage.

A summary of the financial institutions that had a cash and cash equivalents in excess of FDIC limits of $250,000 on March 31,June 30, 2022 and December 31, 2021 is presented below:

March 31, 2022 December 31, 2021 
Total cash, cash equivalents and restricted cash in excess of FDC limits of $250,000
 
$
19,931,811
  
$
26,023,593
 
June 30, 2022 December 31, 2021 
Total cash, cash equivalents and restricted cash in excess of FDIC limits of $250,000
 
$
18,688,069
  
$
26,023,593
 

The Company continually monitors its positions with, and the credit quality of, the financial institutions with which it invests, as deposits are held in excess of federally insured limits. The Company’s cash equivalent at March 31,June 30, 2022 and December 31, 2021, respectively, was a money market account. The Company has not experienced any losses in such accounts.account.


Note 5. DISAGGREGATION OF REVENUES

The Company reports the following segments in accordance with management guidance: Vapor and Grocery. When the Company prepares its internal management reporting to evaluate business performance, we disaggregate revenue into the following categories that depict how the nature, amount, timing and uncertainty of revenue and cash flows are affected by economic factors.

 Three Months Ended March 31,  Three Months Ended June 30,  Six Months Ended June 30, 
 2022  2021  2022  2021  2022  2021 
Vapor $249,563  $613,936  $5,997  $590,980  $255,560  $1,204,916 
Grocery  4,798,990   2,851,817   6,126,063   2,794,912   10,925,053   5,646,729 
Total revenue $5,048,553  $3,465,753  $6,132,060  $3,385,892  $11,180,613  $6,851,645 
                        
Retail Vapor $249,563  $613,894  $5,997  $590,980  $255,560  $1,204,875 
Retail Grocery  4,278,013   2,542,360   5,478,523   2,430,530   9,756,535   4,963,330 
Food service/restaurant  515,085   287,722   643,760   305,566   1,158,846   602,849 
Online/eCommerce  5,892   13,717   3,780   56,259   9,672   69,975 
Wholesale Grocery  0   8,018   0   2,557   0   10,575 
Wholesale Vapor  0   42   0   0   0   41 
Total revenue $5,048,553  $3,465,753  $6,132,060  $3,385,892  $11,180,613  $6,851,645 

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Note 6. NOTES RECEIVABLE AND OTHER INCOME

On September 6, 2018, the Company entered into a secured, 36-month promissory note (the “Note”) with VPR Brands L.P. for $582,260. The Note bears an interest rate of 7.00%, which payments thereunder are $4,141 weekly. The Company records all proceeds related to the interest of the Note as interest income as proceeds are received.

On August 31, 2021, the Company amended and restated the Secured Promissory Note (the "Amended Note") with VPRB Brands L.P. for the outstanding balance in the note of $268,126. The Amended Note bears an interest rate of 7.00%, which payments thereunder are $1,500 weekly, with such payments commencing as of September 3, 2021. The Amended Note has a balloon payment of $213,028$216,071 for all remaining accrued interest and principal balance due in the final week of the 1-year extension of the Note.

A summary of the Note as of March 31,June 30, 2022 and December 31, 2021 is presented below:

DescriptionMarch 31, 2022 December 31, 2021  June 30, 2022 December 31, 2021
Promissory Note $234,143  $247,915  $220,793 $247,915
 

Note 7. ACQUISITION OF MOTHER EARTH’S STOREHOUSE, INC.

On February 9, 2022, the Company through its wholly owned subsidiary, Healthy Choice Markets 3, LLC, entered into an Asset Purchase Agreement with Mother Earth’s Storehouse Inc. (“HCM3”) and its shareholders. Pursuant to the Purchase Agreement, HCM3 acquired certain assets and assumed certain liabilities related to Mother Earth’s grocery stores in Kingston and Saugerties, New York. The Company intends to continue to operate the grocery stores under their existing name. The cash purchase price under the Asset Purchase Agreement iswas $4,472,500, million, with an additional $677,500 paid for inventory at closing. In addition, the Company assumed a lease obligation for the Kingston, NY store and entered into an employment agreement with the store manager.

The purchase method of accounting in accordance with ASC 805, Business Combinations, was applied for the Mother Earth's Storehouse acquisition.  This requires the total cost of an acquisition to be allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their respective fair values at the date of acquisition with the excess cost accounted for as goodwill. Goodwill arising from the acquisition is attributable to expected operational synergies from combining the operations of the acquired business with those of the Company. Goodwill is not expected to be deductible for income tax purposes in the tax jurisdiction of the acquired business.

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

Purchase Consideration      
Cash Consideration paid $5,150,000  $5,150,000
       
Purchase price allocation       
Inventory  805,000   805,000
Property and equipment  1,278,000   1,278,000
Intangible assets  1,609,000   1,609,000
Right of use asset - operating lease  1,797,667   1,797,667
Other liabilities  (283,000)  (283,000)
Operating lease liabiltiy  (1,797,667)
Operating lease liability  (1,797,667)
Goodwill  1,741,000   1,741,000
Net assets acquired $5,150,000   $5,150,000
       
Finite-lived intangible assets       
Trade Names/Trademarks $513,000   $513,000
Customer Relationships  683,000   683,000
Non-Compete Agreement  413,000   413,000
Total intangible assets $1,609,000   $1,609,000


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Note 8. PROPERTY & EQUIPMENT

Property and equipment consist of the following:

 March 31, 2022  December 31, 2021  June 30, 2022  December 31, 2021
Displays
 
$
305,558
  
$
305,558
  
$
305,558
  
$
305,558
Building  575,000   0   575,000   0
Furniture and fixtures  417,244   246,496   307,822   246,496
Leasehold improvements
  
751,470
   
136,504
   
727,469
   
136,504
Computer hardware & equipment  152,681   151,924   133,059   151,924
Other
  
359,640
   
315,788
   
311,294
   
315,788
  2,561,593   1,156,270   2,360,202   1,156,270
Less: accumulated depreciation and amortization
  
(1,029,218
)
  
(979,282
)
  
(805,626)
   
(979,282)
Total property and equipment $1,532,375  $176,988  $1,554,576  $176,988

The Company incurred approximately $49,93663,656 and $38,57427,951 of depreciation expense for the three months ended March 31,June 30, 2022 and 2021, and $113,592 and $66,525 of depreciation expense for the six months endedJune 30, 2022 and 2021, respectively.

The Company closed all vape stores in Q2 2022, and disposed all vape stores' furniture and fixtures, computer and equipment, and leasehold improvements. Total gross carrying amount of $287,431 and total accumulated depreciation of $287,247 were reduced from the consolidated balance sheet.


Note 9. INTANGIBLE ASSETS

Intangible assets, net are as follows:

March 31, 2022Useful Lives (Years) 
Gross
Carrying Amount
  
Accumulated
Amortization
  
Net
Carrying Amount
 
June 30, 2022 Useful Lives (Years) 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
Trade names / Trademarks8-10 years $1,436,000  $(571,068) $864,932   8-10 years $1,436,000 $(610,818) $825,182
Customer relationships4-5 years  1,566,000   (756,232)  809,768   4-5 years  1,566,000 (836,128)  729,872
Patents10 years  372,165   (131,537)  240,628   10 years  372,165 (140,841)  231,324
Non-compete4-5 years  651,000   (162,288)  488,712   4-5 years  651,000 (197,813)  453,187
Website4 years  10,000   (833)  9,167   4 years  10,000  (1,458)  8,542
Intangible assets, net  $4,035,165  $(1,621,958) $2,413,207     $4,035,165 $(1,787,058) $2,248,107


December 31, 2021Useful Lives (Years) 
Gross
Carrying Amount
  
Accumulated
Amortization
  
Net
Carrying Amount
  Useful Lives (Years) 
Gross
Carrying Amount
 
Accumulated
Amortization
 
Net
Carrying Amount
Trade names / Trademarks8-10 years $923,000   (536,661) $386,339   8-10 years  $923,000  (536,661)  $386,339
Customer relationships4-5 years  883,000   (685,823)  197,177   4-5 years  883,000  (685,823)  197,177
Patents10 years  372,165   (122,233)  249,932   10 years  372,165  (122,233)  249,932
Non-compete4 years  238,000   (133,646)  104,354   4 years  238,000  (133,646)  104,354
Website4 years  10,000   (209)  9,791   4 years  10,000  (209)  9,791
Intangible assets, net  $2,426,165  $(1,478,572) $947,593     $2,426,165 $(1,478,572) $947,593

Intangible assets are amortized on a straight-line basis over their estimated useful lives. Amortization expense was approximately  $143,386$165,100 and $98,023$97,023 for the three months ended March 31,June 30, 2022 and 2021, and $308,486 and $195,046 for the six months ended June 30, 2022 and 2021, respectively. Future annual estimated amortization expense is as follows:

Years ending December 31,   
2022 (remaining nine months) $506,627 
2023  411,149 
2024  411,149 
2025  404,107 
2026  309,214 
Thereafter  370,961 
Total $2,413,207 

Years ending December 31,   
2022 (remaining six months) $319,814 
2023  411,149 
2024  411,149 
2025  404,107 
2026  309,214 
Thereafter  392,674 
Total $2,248,107 

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Note 10. CONTRACT LIABILITIES

The Company’s contract liabilities consist of gift cards and loyalty rewards, for which the Company has a performance obligation to deliver products when customers redeem balances or terms expire through breakage. Our breakage policy is twenty four months for gift cards, twelve months for Grocery loyalty rewards, and six months for Vapor loyalty rewards. As such, all contract liabilities are expected to be recognized within a twenty four month period. Revenue is recognized when gift card and loyalty points are redeemed.

A summary of the net changes in contract liabilities activity at March 31,June 30, 2022 and December 31, 2021 is presented below:


 March 31, 2022  December 31, 2021  June 30, 2022  December 31, 2021 
Beginning balance as January 1, $23,178  $21,262  $23,178  $21,262 
Issued  716,913   39,469   558,859   39,469 
Redeemed  (493,956)  (37,463)  (525,621)  (37,463)
Breakage recognized  (2,295)  (90)  (311)  (90)
Ending balance as of March 31,
 $243,840  $23,178 
Ending balance $56,105  $23,178 
 

Note 11. DEBT

The following table provides a breakdown of the Company's debt as of March 31,June 30, 2022 and December 31, 2021 is presented below:

_ March 31, 2022  December 31, 2021   June 30, 2022  December 31, 2021
Line of Credit $453,232  $418,036  $453,232 $418,036
Other debt  2,781   3,419   2,134  3,419
Total debt $456,013   421,455  $455,366  421,455
 

Note 12. STOCKHOLDERS’ EQUITY

Rights Offering

On June 18, 2021, the Company issued 27,046,800,310 shares of common stock in connection with the Rights Offering at a subscription price of $0.0010 per share, generating gross proceeds of $27.0 million. The Company incurred direct financing related costs of $2.7 million in connection with the offering resulting in net proceeds to the Company of $24.3 million.

Exchange Agreement

On March 29, 2021, the Company entered into exchange agreements with the holders of indebtedness pursuant to the $2.7 million Loan and Security Agreement (the "Credit Agreement"). The agreementPursuant to the Credit Agreement with the holders of the Company’s indebtedness (the “Notes”) in an aggregate amount of $1.3 million to exchangeexchanged the Notes for 1,172,964,218 shares at a conversion price of $0.0011.$0.0011 (the "Exchange"). The Notes were issued pursuant to the Credit Agreement dated as of August 18, 2020, among The Vape Store, Inc., the Company, Healthy Choice Markets, Inc., Sabby Healthcare Master Fund, Ltd., and Sabby Volatility Warrant Master Fund, Ltd.  In connection with the Exchange, the Credit Agreement and all related loan documents was terminated and the Holder’s on the assets of the Company and its subsidiaries was cancelled.  The Company recognized a loss on debt extinguishment of $0.1 million.

Restricted Stock

On January 14, 2021, the Compensation Committee of the Board of Directors of the Company approved an issuance of restricted stock to the Officers and a Director of the Company, in consideration for agreeing to a new vesting schedule for the existing awarded restricted stock. Each individual was granted a 10% increase from the original award agreement for a total of 2.3 billion shares of restricted common stock, which will vest quarterly and equal amounts until December 31, 2022, provided that the grantee remains an employee of the Company through the vesting date.

On March 30, 2021, the Company and the Officers and a Director of the Company agreed to forfeit a total of 3.09 billion of restricted shares of common stock that were due to vest on March 31, 2021.

On June 29, 2021, the Company and the Officers and a Director of the Company agreed to forfeit a total of 3.09 billion of restricted shares of common stock that were due to vest on June 30, 2021.
910

Stock Options

In the threesix months ended March 31,June 30, 2022, 0 stock options of the Company were exercised into common stock; in comparison to the threesix months ended March 31,June 30, 2021, where 775,000,0002,275,000,000 stock options of the Company were exercised into common stock. During the three months ended March 31,June 30, 2022 and 2021, the Company recognized stock-based compensation of $0 and $1,87532,500, respectively. Stock based compensation is included as part of selling, general and administrative expense in the accompanying consolidated statements of operations.

Income (Loss) Per Share

The following table summarizes the Company’s securities, in common share equivalents, which have been excluded from the calculation of dilutive loss per share as their effect would be anti-dilutive:

As of March 31, As of June 30, 
2022 2021 2022 2021 
Preferred stock  1,250,000,000   2,083,000,000   1,250,000,000   2,083,000,000 
Stock options  67,587,000,000   69,087,000,000   67,587,000,000   67,587,000,000 
Total  68,837,000,000   71,170,000,000   68,837,000,000   69,670,000,000 
 

Note 13. COMMITMENTS AND CONTINGENCIES

Legal Proceedings

NaN lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia.  The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”.  Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A.  On December 14, 2021, the Company filed ana notice of appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. HCMC believes the Georgia Court committed legal error by dismissing its complaint for patent infringement and by denying the Company’s motion to amend its pleading.The appeal brief was filed on February 28, 2022.

On December 31, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000 in attorneys’ fees to be paid by the Company. The Company has fully provisioned this amount as of December 31, 2021. HCMC appealed this ruling on June 22, 2022.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of March 31,June 30, 2022. With respect to legal costs, we record such costs as incurred.
10

Employment Agreement

On February 26, 2021, the Company entered into an amended and restated employment agreement (the “Employment Agreement Amendment”) with the Company’s President and Chief Operating Officer, Christopher Santi. Pursuant to the Employment Agreement Amendment, Mr. Santi will continue to be employed as the Company’s President and Chief Operating Officer through January 30, 2024.  Mr. Santi will receive a base salary of $0.4 million for 2021 and his salary will increase 10% in each subsequent year.

On February 02, 2022, the Company entered into a Second Amended and Restated Employment Agreement (the “Employment Agreement Amendment”) with the Company’s Chief Financial Officer, John Ollet.  Pursuant to the Employment Agreement Amendment, Mr. Ollet will continue to be employed as the Company’s Chief Financial Officer through February 14, 2025.  Mr. Ollet will receive a base salary of $0.3 million for 2022 and his salary will increase 10% in each subsequent calendar year.

Note 14. SUBSEQUENT EVENTS

On April 21, 2022, the Company assigned the lease and sold the inventory for its remaining retail vape store located at 15245 S Tamiami Trail, Fort Myers, FL 33908. The Company received a total of $10,000 as part of this transaction.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF CONDENSED CONSOLDIATEDCONSOLIDATED OPERATIONS

The following discussion and analysis should be read in conjunction with our unaudited interim condensed consolidated financial statements and related notes appearing elsewhere in this report on Form 10-Q. In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements. The terms “we,” “us,” “our,” and the “Company” refer to Healthier Choices Management Corp. and its wholly-owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC (“Paradise Health and Nutrition”), Healthy Choice Markets 3, LLC (“Mother Earth’s Storehouse”), Healthy Choices Markets 3 Real Estate LLC, HCMC Intellectual Property Holdings, LLC, Healthy Choice Wellness, LLC, The Vitamin Store, LLC, Healthy U Wholesale, Inc., The Vape Store, Inc. (“Vape Store”), Vaporin, Inc. (“Vaporin”), Smoke Anywhere U.S.A., Inc. (“Smoke”), Emagine the Vape Store, LLC (“Emagine”), IVGI Acquisition, Inc., Vapormax Franchising LLC, Vaporin LLC, and Vaporin Florida, Inc. All intercompany accounts and transactions have been eliminated in consolidation.

Company Overview

Healthier Choices Management Corp. is a holding company focused on providing consumers with healthier daily choices with respect to nutrition and other lifestyle alternatives.
Through its wholly owned subsidiary HCMC Intellectual Property Holdings, LLC, the Company manages and intends to expand on its intellectual property portfolio.
Through its wholly owned subsidiaries, Healthy Choice Markets, Inc., Healthy Choice Markets 2, LLC, and Healthy Choice Markets 3, LLC, respectively, the Company operates:
Ada’s Natural Market, a natural and organic grocery store offering fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.
Paradise Health & Nutrition’s three stores that likewise offer fresh produce, bulk foods, vitamins and supplements, packaged groceries, meat and seafood, deli, baked goods, dairy products, frozen foods, health & beauty products and natural household items.
Mother Earth’s Storehouse, a two store organic and health food and vitamin chain in New York’s Hudson Valley, which has been in existence for over 40 years.
Through its wholly owned subsidiary, Healthy Choice Wellness, LLC, the Company operates:
Healthy Choice Wellness Center (Roslyn Heights, NY) a corporately owned IV therapy center offering multiple IV drip “cocktails” for clients to choose from. These cocktails are designed to help boost immunity, fight fatigue and stress, reduce inflammation, enhance weight loss, and efficiently deliver antioxidants and anti-aging mixes. Additionally, there are cocktails for health, beauty and re-hydration.
The Company also has a licensing agreement for a Healthy Choice Wellness Center at the Casbah Spa and Salon in Fort Lauderdale, FL, offering essentially the same services as the Roslyn Heights, NY location.
Through its wholly owned subsidiary, Healthy U Wholesale, the Company sells vitamins and supplements, as well as health, beauty and personal care products on its website www.TheVitaminStore.com.www.TheVitaminStore.com.
Additionally, the Company markets its patented Q-Unit™ and Q-Cup® technology. Information on these products and the technology is available on the Company’s website at www.theQcup.com.www.theQcup.com.
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Liquidity

The unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q have been prepared in conformity with GAAP, which contemplate continuation of the Company as a going concern and realization of assets and satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of any uncertainties related to our going concern assessment. The carrying amounts of assets and liabilities presented in the financial statements do not necessarily purport to represent realizable or settlement values. The unaudited consolidated financial statements do not include any adjustments that might result from the outcome of these uncertainties.

The Company incurred a loss from operations of approximately $1.42.7 million for the threesix months ended March 31,June 30, 2022. As of March 31,June 30, 2022, cash and cash equivalents totaled approximately $20.619.3 million. The Company expects to continue incurring losses for the foreseeable future andbut we anticipate that our current cash and cash equivalents and additional cash to be generated from operations will be sufficient to cover our projected operating expenses for the foreseeable future. Management dodoes not believe there are any substantial doubts about the Company’s ability to continue as a going concern within a year and a day from the issuance of these unaudited consolidated financial statements.

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 (1) a total of four retail vape stores and (2) four natural and organic groceries and dietary supplement stores located in Florida, as well as two located in New York. TheAs of April 2022, the Company has reducedassigned the numberlease of its remaining retail vape storesstore due to adverse industry trends and increasing federal and state regulations that, if implemented, may negatively impact future retail revenues. All of the Company's other vape stores had been either closed or had its assets sold from December 2021 to April 2022.
This will allow the Company to focus on developing wholesale business and sales through online platform.

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

Our Response to the COVID-19 Pandemic: We are proud to provide our guests with high quality, fresh foods and restaurant quality meals, delivered with impeccable service in an exceptionally clean and well-stocked store. With the ongoing COVID-19 pandemic, we continue to carefully monitor and adjust our safety protocols while following public health guideline and local ordinances. We have maintained many of the protocols established at the beginning of the pandemic to keep our team members and guests safe. The COVID-19 pandemic has presented many risks and challenges that we must manage. While we have experienced many challenges, including but not limited to, product shortages, staffing difficulties, and evolving customer shopping behaviors, our focus remains on both offering our customers a high quality service experience and supporting our essential front-line team members. Though we have successfully managed these challenges to date, our operations and financial condition could still be negatively affected by the COVID-19 pandemic and future developments, which are highly uncertain and cannot be predicted.
13

Results of Operations

The following table sets forth our unaudited condensed consolidated Statements of Operations for the three months ended March 31,June 30, 2022 and 2021 that is used in the following discussions of our results of operations:

 Three Months Ended March 31,  2021 to 2022 Three Months Ended June 30, 2022 to 2021
 2022  2021  Change $ 2022 2021 Change $
SALES                 
Vapor sales, net $249,563  $613,936  $(364,373)$5,997 $590,980 $(584,983)
Grocery sales, net  4,798,990   2,851,817   1,947,173  6,126,063  2,794,912  3,331,151
TOTAL SALES, NET  5,048,553   3,465,753   1,582,800  6,132,060  3,385,892  2,746,168
                    
Cost of sales vapor  111,684   233,315   (121,631) 562  237,333  (236,771)
Cost of sales grocery  2,964,355   1,741,728   1,222,627  3,800,625  1,684,903  2,115,722
GROSS PROFIT  1,972,514   1,490,710   481,804  2,330,873  1,463,656  867,217
                    
OPERATING EXPENSES                    
Selling, general and administrative  3,327,420   2,022,883   1,304,537  3,699,273  2,149,087  1,550,186
Total operating expenses  3,327,420   2,022,883   1,304,537 
LOSS FROM OPERATIONS  (1,354,906)  (532,173)  (822,733) (1,368,400)  (685,431)  (682,969)
                    
OTHER INCOME (EXPENSE)                    
Gain on investment  3,514   26,126   (22,612)
Gain (loss) on investment 1,800  (14,614)  16,414
Other income, net  16,874   -   16,874  6,175  -  6,175
Interest income (expense), net  16,603   (72,915)  89,518  14,910  (5,516)  20,426
Loss on debt settlements  -   (117,296)  117,296 
Gain on debt settlements -  885,226  (885,226)
Total other income (expense), net  36,991   (164,085)  201,076  22,885  865,096  (842,211)
                    
NET LOSS $(1,317,915) $(696,258) $(621,657)
NET (LOSS) INCOME$(1,345,515) $179,665 $(1,525,180)

Net vapor sales decreased approximately $0.40.6 million to $0.26.0 millionthousand for the three months ended March 31,June 30, 2022 as compared to $0.6 million for the same period in 2021. The decrease in sales is primarily due to a decrease inclosing the number ofremaining retail vape stores open during the three months ended March 31,June 30, 2022 as compared to the same period in 2021.

Net grocery sales increased $1.93.3 million to $4.86.1 million for the three months ended March 31,June 30, 2022 as compared to $2.92.8 million for the same period in 2021. The increase in sales is primarily due to an increase in the number of stores as a result of the acquisition of Mother Earth's Storehouse in February 2022.

Vapor cost of goods sold for the three months ended March 31,June 30, 2022 and 2021 were $0.1 million$1.0 thousand and $0.2 million, respectively, a decrease of $0.1$0.2 million. The decrease is primarily due to decreases in sales and product coststhe closing the remaining retail vape stores during three months ended March 31,June 30, 2022 as compared to the same period in 2021. Gross profit was $0.1 million$5.0 thousand and $0.4 million for three months ended March 31,June 30, 2022 and 2021, respectively. Closing retail vape stores will allow the Company focus on developing wholesale business and online platform.

Grocery cost of goods sold for the three months ended March 31,June 30, 2022 and 2021 were $3.0$3.8 million and $1.7 million, respectively, an increase of $1.2$2.1 million. The increase is primarily due to an increase in the number of stores from the acquisition of Mother Earth's Storehouse during the three months ended March 31,June 30, 2022 as compared to the same period in 2021. Gross profit was $1.8$2.3 million and $1.1 million for the three months ended March 31,June 30, 2022 and 2021, respectively.

Total operating expenses increased $1.3$1.6 million to $3.3$3.7 million for the three months ended March 31,June 30, 2022 compared to $2.0$2.1 million for the same period in 2021. The increase is primarily attributable to an increaseincreases in professional fees of $0.4$0.6 million, payroll and employee related cost of $0.5$0.7 million, office and store expense of $0.2 million and occupancy costs of $0.1 million and depreciation and amortization of $0.1 million.

Net other income of $37,00023,000 for the three months ended March 31,June 30, 2022 includes other income of $17,0006,000, interest income of $17,00015,000 and a gain on investment of $4,0002,000. Net other expenseincome of $164,000865,000 for the three months ended March 31,June 30, 2021 includes a lossgain on debt settlements of $117,000885,000, interest expense of $73,000$6,000, offset by a gainloss on investment of $26,000$15,000.

14

The following table sets forth our unaudited consolidated Statements of Operations for the six months ended June 30, 2022 and 2021 that is used in the following discussions of our results of operations:

 Six Months Ended June 30, 2022 to 2021
 2022 2021 Change $
SALES        
Vapor sales, net$255,560 $1,204,916 $(949,356)
Grocery sales, net 10,925,053  5,646,729  5,278,324
TOTAL SALES, NET 11,180,613  6,851,645  4,328,968
         
Cost of sales vapor 112,246  470,648  (358,402)
Cost of sales grocery 6,764,980  3,426,631  3,338,349
GROSS PROFIT 4,303,387  2,954,366  1,349,021
         
OPERATING EXPENSES        
Selling, general and administrative 7,026,693  4,171,970  2,854,723
LOSS FROM OPERATIONS (2,723,306)  (1,217,604)  (1,505,702)
         
OTHER INCOME (EXPENSE)        
Gain on investment 5,314  11,511  (6,197)
Other income 23,049  -  23,049
Interest income (expense), net 31,513  (78,430)  109,943
Gain on extinguishment of debt, net -  767,930  (767,930)
Total other income (expense), net 59,876  701,011  (641,135)
         
NET LOSS$(2,663,430) $(516,593) $(2,146,837)

Net Vapor sales decreased $0.9 million to $0.3 million for the six months ended June 30, 2022 as compared to $1.2 million for the same period in 2021. The decrease in sales is primarily due to closing the remaining retail vape stores during the six months ended June 30, 2022 as compared to the same period in 2021.

Net Grocery sales increased $5.3 million to $10.9 million for the six months endedJune 30, 2022 as compared to $5.6 million for the same period in 2021. The increase in sales is primarily due to acquisition of Mother Earth's Storehouse in February 2022.

Vapor cost of goods sold for the six months ended June 30, 2022 and 2021 were $0.1 million and $0.5 million, respectively, a decrease of $0.4 million. The decrease is primarily due to closing retail stores. Gross profit was $0.1 million and $0.7 million for the six months ended June 30, 2022 and 2021, respectively. Closing retail vape stores will allow the Company focus on developing wholesale  business and online platform.

Grocery cost of goods sold for the six months ended June 30, 2022 and 2021 were $6.8 million and $3.4 million, respectively, an increase of $3.3 million. The increase is primarily due to acquisition of Mother Earth's Storehouse in February 2022. Gross profit was $4.2 million and $2.2 million for the six months ended June 30, 2021 and 2021, respectively.

Total operating expenses increased $2.9 million to $7.0 million for the six months ended June 30, 2022 compared to $4.2 million for the same period in 2021. The increase is primarily attributable to increases in the professional fees of $1.0 million, office and store expenses of $0.2 million, payroll and employee related cost of $1.2 million, depreciation and amortization expenses of $161,000, meals, travel and entertainment of $32,000, insurance of $26,000, and occupancy of $148,000, offset by a decrease in stock compensation of $34,000.

Net other income of $0.1 million for the six months endedJune 30, 2022 includes a gain on investment of $5,000, other income of $23,000,  and an interest income of $32,000. Net other income of $0.7 million for the six months endedJune 30, 2021 includes a gain on debt settlement of $768,000, a gain on investment of $12,000, and interest expense of $78,000.
15

Liquidity and Capital Resources

 Three Months Ended March 31, Six Months Ended June 30,
 2022  2021 2022 2021
Net cash provided by (used in)           
Operating activities $(679,629) $(656,370)$(1,870,884) $(1,443,509)
Investing activities  (5,263,503)  (17,677) (5,336,011)  (14,269)
Financing activities  34,558   3,064,741  33,911  27,871,187
 $(5,908,574) $2,390,694 $(7,172,984) $26,413,409

Our net cash used in operating activities of approximately $0.71.9 million for the threesix months ended March 31,June 30, 2022 resulted from a net loss of $1.32.7 million, offset by a non-cash adjustment of $0.4$0.9 million and a net cash provided of $0.20.1 million from changes in operating assets and liabilities. Our net cash used in operating activities of $0.71.4 million for the threesix months ended March 31,June 30, 2021 resulted from a net loss of $0.7$0.5 million and a net cash usage of $0.3$0.8 million from changes in operating assets and liabilities, offset by a non-cash adjustment of $0.4$0.2 million.

The net cash used in investing activities of $5.3 million for the threesix months ended March 31,June 30, 2022 resulted from the acquisition of Mother Earth's Storehouse, collection on a note receivable, and purchases of property and equipment. The net cash used in investing activities of $18,00014,000 for the threesix months ended March 31,June 30, 2021 resulted from the collection of a note receivable, and purchases of patents and property and equipment.

The net cash provided by financing activities of $35,00034,000 for the threesix months ended March 31,June 30, 2022 is due to proceeds received from the line of credit. The net cash provided by financing activities of $3.127.9 million for the threesix months ended March 31,June 30, 2021 is due to proceeds received from the Securities Purchase Agreement of $5.0 million,stock rights offering, partially offset by a principal payment of $2.0 million on the line of credit.

At March 31,June 30, 2022 and December 31, 2021, we did not have any material financial guarantees or other contractual commitments with 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. Most of our cash and cash equivalents are concentrated in one financial institution and are generally in excess of the 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 March 31,June 30, 2022 and December 31, 2021.

 March 31, 2022  December 31, 2021 June 30, 2022 December 31, 2021
Cash $20,587,830  $26,496,404 $19,323,420 $26,496,404
Total assets $35,434,565  $34,443,487 $33,832,198 $34,443,487
Percentage of total assets  58.10%  76.93% 57.12%  76.93%

The Company reported a net loss of $1.32.7 million for the threesix months ended March 31,June 30, 2022. The Company also had positive working capital of $20.219.0 million. The Company expects to continue incurring losses for the foreseeable future andbut we do not believe there are any substantial doubts about the Company’s ability to continue as a going concern.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements.

1516

Critical Accounting Policies and Estimates

Our management’s discussion and analysis of financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, or U.S. GAAP. The preparation of these condensed consolidated financial statements requires us to exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the condensed consolidated financial statements.

We base our estimates on our historical experience, knowledge of our business and industry, current and expected economic conditions, the attributes of our products, the regulatory environment, and in certain cases, the results of outside appraisals. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. These estimates and assumptions form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.

While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

There have been no material changes to the Company’s critical accounting policies and estimates as compared to the critical accounting policies and estimates described in the 2021 Annual Report, which we believe are the most critical to our business and the understanding of our results of operations and affect the more significant judgments and estimates that we use in the preparation of our condensed consolidated financial statements.

Seasonality

We do not consider our business to be seasonal.

Cautionary Note Regarding Forward-Looking Statements

This report includes forward-looking statements including statements regarding retail expansion, the future demand for our products, the transition to vaporizer and other products, competition, the adequacy of our cash resources and our authorized Common Stock, and our continued ability to raise capital.

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 that could cause actual results to differ from those in the forward-looking statements include our future common stock price, the timing of future Series D preferred stock exercises and stock sales, customer acceptance of our products, and proposed federal and state regulation. We undertake no obligation to publicly update or revise any forward-looking statements, whether as the result of new information, future events or otherwise.


1617

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.


ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, including our Principal Executive Officer and Principal Financial Officer, did not carry out an evaluation on internal controls as of March 31,June 30, 2022 in regard to the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, or the Exchange Act. As an evaluation was not carried out, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were ineffective as of the end of the period covered by this report.

In planning and performing its audit of our financial statements for the year ended December 31, 2021 in accordance with standards of the Public Company Accounting Oversight Board, our independent registered public accounting firm noted material weaknesses in internal control over financial reporting. A list of our material weaknesses are as follows:

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

●
Failure to perform periodic and year-end inventory observations in a timely manner and adequate controls to sufficiently perform required rollback procedures of inventory counts to the year-end.

●
Weakness around our purchase orders and inventory procedures, inclusive of year-end physical inventory observation procedures as well as physical count procedures.

●Segregation of duties due to lack of personnel.

Our management concluded that considering internal control deficiencies that, in the aggregate, rise to the level of material weaknesses, we did not maintain effective internal control over financial reporting as of March 31,June 30, 2022 based on the criteria set forth in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Changes in Internal Control over Financial Reporting

Following this assessment and during the three months ended March 31,June 30, 2022, we have undertaken an action plan to
strengthen internal controls and procedures:

●Management continues to devote significant efforts toward improvement of effectiveness of control over financial reporting. This includes analyzing non-routine transactions before booking journal entries; Implemented a monthly variance fluctuation analysis across all segments. Variance analyses are communicated to operations and executives to make sure the results are accurate.

●Our management has increased its focus on the Company’s purchase order process in order to better manage inventory thereby improving cash management and ultimately leading to more reliable and precise financial reporting.

●The Company is evaluating the addition of a new position, Inventory Analyst, to handle all matters related to the implementation of a cycle-count procedure as well as coordinating all physical inventory counts with third parties.

●Vendor payments and cash disbursement are reviewed on weekly basis by management and accounting team to ensure timely payment. Cash balances are communicated to management on weekly basis to improve cash management.

Our management continues to review ways in which we can make improvements in internal control over financial reporting reporting and will further delineate milestones as they are achieved.

1718

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

NaN lawsuits were filed against the Company and its subsidiaries in connection with alleged claimed battery defects for an electronic cigarette device. Plaintiffs claim these batteries were sold by a store of the Company’s subsidiary and have sued for an undetermined amount of damages (other than a total of $0.4 million of medical costs). The initial complaints were filed between January 2019 and April 2019. We responded to the complaints in 2019 and we exchanged additional support information with the plaintiff for one of the lawsuits in 2021. Given the lack of information presented by the plaintiffs to date, the Company is unable to predict the outcome of these matters and, at this time, cannot reasonably estimate the possible loss or range of loss with respect to these legal proceedings.

On November 30, 2020, the Company filed a patent infringement lawsuit against Philip Morris USA, Inc. and Philip Morris Products S.A. in the U.S. District Court for the Northern District of Georgia.  The lawsuit alleges infringement on HCMC-owned patent(s) by the Philip Morris product known and marketed as “IQOS®”.  Philip Morris claims that it is currently approaching 14 million users of its IQOS® product and has reportedly invested over $3 billion in their smokeless tobacco products. On December 3, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A.  On December 14, 2021, the Company filed ana notice of appeal of the District Court for the Northern District of Georgia’s dismissal of the Company’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. HCMC believes the Georgia Court committed legal error by dismissing its complaint for patent infringement and by denying the Company’s motion to amend its pleading.The appeal brief was filed on February 28, 2022.

On December 31, 2021, the District Court for the Northern District of Georgia effectively dismissed HCMC’s patent infringement action against Philip Morris USA, Inc. and Philip Morris Products S.A. In connection with such dismissal, the defendants sought to recover attorney’s fees from the Plaintiff. On February 22, 2022, the District Court for the Northern District of Georgia granted the defendant’s an award of approximately $575,000 in attorneys’ fees to be paid by the Company. The Company has fully provisioned this amount as of December 31, 2021. HCMC appealed this ruling on June 22, 2022.

From time to time the Company is involved in legal proceedings arising in the ordinary course of our business. We believe that there is no other litigation pending that is likely to have, individually or in the aggregate, a material adverse effect on our financial condition or results of operations as of March 31,June 30, 2022. With respect to legal costs, we record such costs as incurred.

ITEM 1A. RISK FACTORS.

Not Applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not Applicable.

ITEM 5. OTHER INFORMATION.

Not Applicable.

ITEM 6. EXHIBITS.

See the exhibits listed in the accompanying “Index to Exhibits.”

1819

INDEX TO EXHIBITS

Exhibit   Incorporated by Reference Filed or Furnished
No. Exhibit Description Form Date Number Herewith
31.1 
Certification of Principal Executive Officer (302)
       Filed
31.2 
Certification of Principal Financial Officer (302)
       Filed
32.1 
Certification of Principal Executive Officer (906)
       Furnished *
32.2 
Certification of Principal Financial Officer (906)
       Furnished *
101.INS XBRL Instance Document       Filed
101.SCH XBRL Taxonomy Extension Schema Document       Filed
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document       Filed
101.DEF XBRL Taxonomy Extension Definition Linkbase Document       Filed
101.LAB XBRL Taxonomy Extension Label Linkbase Document       Filed
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document       Filed
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)       Filed

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

1920

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.

 HEALTHIER CHOICES MANAGEMENT CORP.
   
Date: May 16,August 1, 2022By:/s/ Jeffrey Holman
  Jeffrey Holman
  Chief Executive Officer
   
Date: May 16,August 1, 2022By:/s/ John Ollet
  John Ollet
  Chief Financial Officer

2021