TCRG 10-K & 10-Q changes, risk factors and insider trading

We have filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission (“SEC”). -WeWe are subject to to the reporting requirements of the Exchange Act and the other rules and regulations of the SEC relating to public companies. We are working working with independent legal, accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as an SEC reporting company. These areas include corporate governance, internal control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas, including our internal control over financial reporting. However, we cannot provide assurances that these and other measures we may take will be sufficient to allow us to satisfy our obligations as an SEC reporting company on a timely basis.

Cost of revenue was $4,275$910 for the twelve months ended December 31, 2024,2025, compared to $26,976$4,275 during the twelve months ended December 31, 2024, 2023, a decrease of $22,701,$3,365, or 84.2%.78.7%. The decrease was driven primarily by reduceda lack of sales in the current year.year and reduced write-off of obsolete inventory.

OurThe Company reported negative gross profit for the years ended December 31, 2025 and 2024. The negative profit margins were (510.7%)the result of reduced sales, due to the closing of the Company’s retail store, and 49.2%increases duringin thewrite-offs twelveof monthsobsolete ended December 31, 2024 and 2023, respectively.inventory. Continued growth of the consumer market for CBD products and increases in competition are anticipated to continue to create pressure on gross profit margins.

Selling, general and administrative expenses were $1,263,004$1,715,535 for the twelve months ended December 31, 2024,2025, an increase of $1,046,950,$452,531, or 484.6%,35.8%, compared to $216,054$1,263,004 during the twelve months ended December 31, 2023.2024. The increase was driven primarily by an increase in costs associatedstock-based with the registration of shares for sale, an increase in stock-based compensation,compensation and salaries.

Other Income (Expense),Expense, Net

As of December 31, 2025, we had total liabilities of $235,431, including accounts payable and accrued expenses of $192,162, settlement payable of $9,501, dividends payable of $1,608, notes payable current of $7,361, and long-term notes payable of $24,799. As of December 31, 2024, we had total liabilities of $305,576, consisting of accounts payable and accrued expenses of $169,807, settlement payable of $9,501, notes payable - current of $46,697, dividends payable of $1,608, and long-term notes payable of $76,463. As of December 31, 2023, we had total liabilities of $136,687, including accounts payable and accrued expenses of $47,918, settlement payable of $15,001, dividends payable of $1,608, notes payable current of $6,377, and long-term notes payable of $65,783. The increasedecrease in liabilities is is mainly due to ana increasedecrease in accounts payable and accrued expenses and additional convertible notes payable.payable – related parties.

For the twelve months ended December 31, 2023,2025, cash used in operating activities of $126,074$127,451 resulted primarily from a net loss of $172,586$1,808,379 adjusted for non-cash items totaling $339$1,308,619 and a net increase of $46,173 in the components of working capital. The non-cash adjustments to net income are attributable to charges of $15,485$1,292,962 for amortizationshare-based of right of use asset,compensation, gain on settlement of $18,968,accounts payable of $3,800, loss on conversion of related party debt of $23,282, and $3,822 forloss depreciation.on conversion of mezzanine equity of $68,175. The change in the components of working capital was due primarily to an increase in accounts payable and accrued expenses of $63,420 and a decrease in right of use lease liability of $17,124,$299,114, with the remaining change attributable to normal operational fluctuations in current assets and current liabilities.

Results of Operations for the Three Months Ended MarchJune 31,30, 2026 Compared with the Three Months Ended MarchJune 31,30, 2025

Revenue was $0 for the three months ended March 31,June 30, 2026 and 2025. The Company is not currently operating the retail business. It may, in the future, restructure its website to conduct business online.

Cost of revenue was $0$118 for the three months ended MarchJune 31,30, 2026, compared to $164$282 during the three months ended MarchJune 31,30, 2025, a decrease of $164, or 100%.58.2%. The decrease was driven by a lackCost of write-offsrevenue consisted entirely of the write off of obsolete inventoriesinventory. The decrease in the current period.period was the result of less obsolete inventory.

The Company reported negative gross profit of $0 for the three months ended MarchJune 31,30, 2026,2026 compared to negative gross profit for the three months ended March 31,and 2025. The negative profit margin was the result of the write-off of obsolete inventory. No obsolete inventory was written off in the current period.

Selling, general and administrative expenses were $102,257 $94,708 for the three months ended MarchJune 31,30, 2026, compared to $846,908$77,207 during the three months ended MarchJune 31,30, 2025, aan decreaseincrease of $744,651, $17,501, or 87.9%.22.7%. The decreaseincrease was driven primarily by decreasesan increase in share-basedprofessional compensationfees, expense.such as legal and accounting.

Other expense, net was $238$237 during the three months ended June 30, 2026, compared to $1,640 during the three months ended MarchJune 31, 2026, compared to $1,711 during the three months ended March 31,30, 2025, a decrease of $1,473,$1,403, or 86.1%.85.5%. The decrease was the result of reduced interest expense on notes payable.

As of MarchJune 31,30, 2026, the Company had $163$41 in total assets, includingconsisting of cash of $45, as compared to $140 in total assets, including cash of $22, as of December 31, 2025. The increase in assets is attributable to an increase in cash.

As of MarchJune 31,30, 2026, the Company had total liabilities of $298,209$362,735 consisting of accounts payable and accrued expenses of $254,940,$319,466, rent settlement payable of $9,501, notes payable - current of $7,531,$7,703, dividends payable of $1,608, and long-term notes payable of $24,629. $24,457. As of December 31, 2025, the Company had total liabilities of $235,431, consisting of accounts payable and accrued expenses of $192,162, settlement payable of $9,501, notes payable - current of $7,361, dividends payable of $1,608, and long-term notes payable of $24,799. The increase in liabilities is mainly due to an increase in accounts payable and accrued expenses.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities of $39,717$70,136 resulted from a net loss of $102,495 and$197,558, an increase of of $62,778$127,304 in accounts payable and accrued expenses.expenses, and a decrease in inventory of $118.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities of $68,663$86,505 resulted from a net loss of $848,783,$927,912, adjustments for for share-based compensation of $700,000$700,000, and a net increase of $80,120$141,407 in the components of working capital. The change in the components of working capital was primarily due to an increase in accounts payable and accrued expenses and a decrease in inventory.

For the threesix months ended MarchJune 31,30, 2026, cash provided by financing activities was $39,740$70,155 consisting of contributed capital.

For the threesix months ended MarchJune 31,30, 2025, cash provided by financing activities was $88,500 consisting of $90,000 in proceeds from the sale of common stock, off setoffset by repayments of a related party short-term loan - related party in the amount of $1,500.

The accompanying financial statements have been prepared on a going concern basis. For the threesix months ended MarchJune 31,30, 2026, the Company had had a net loss of $102,495,$197,558, net cash used in operating activities of $39,717,$70,136, negative working capital of $273,417,$338,237, an accumulated deficit of $3,591,267$3,686,156 and stockholders’ deficit of $298,046.$362,694. These matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of this filing. The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, to fund possible future acquisitions, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements by continuing to issue additional equity and debt securities. The outcome of these matters cannot be predicted at this time and there are no assurances that, if achieved, the Company will have sufficient funds to execute its business plan or generate positive operating results. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.