What changed in this filing

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Item 1. Financial Statements

2024-05-14 compared with 2023-11-14 · 442 added, 775 removed, 308 unchanged (80% of the section changed)

FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED BALANCE SHEETS

September 30,

BALANCE SHEETS

on inventory purchases

current assets

Accounts receivable

Advances on inventory purchases

Other current assets

Total current assets

Restricted cash

Deferred offering costs

Property and equipment, net

Right-of-use asset

Note receivable

Liabilities and Stockholders’ Equity (Deficit)

current assets

and equipment, net

and Stockholders’ Equity

payable, related parties

payable, current portion

payable, related parties, net of discounts

liability, current portion

current liabilities

Accounts payable

Accounts payable, related parties

Accounts payable

Accrued expenses

Convertible notes payable, related parties

Convertible notes payable, unrelated parties

Convertible notes payable

Notes payable, current portion

Revolving line of credit

Lease liability, current portion

Total current liabilities

Notes payable, net of current portion

Lease liability, net of current portion

Total Liabilities

Stockholders’ Equity (Deficit):

Preferred stock, $ 0.001 par value, 8,000,000 shares authorized;

payable, net of current portion

liability, net of current portion

Stockholders’

stock, $ 0.001 par value, 8,000,000 shares authorized;

no shares issued and outstanding

Common stock, $ 0.001 par value, 80,000,000 shares authorized;

4,007,274 and 1,200,769 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

Accumulated deficit

( 11,341,427 )

stock, $ 0.001 par value, 80,000,000 shares authorized;

4,121,346 and 4,044,252 shares issued and outstanding at March 31, 2024 and

December 31, 2023, respectively

paid-in capital

Subscriptions

payable, 22,500 and - 0 - shares at March 31, 2024 and December 31, 2023, respectively

( 13,861,508 )

Total Stockholders’ Equity (Deficit)

( 12,810,541 )

Total Liabilities and Stockholders’ Equity (Deficit)

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED STATEMENTS OF OPERATIONS

For the Three Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

Gross profit (loss)

Stockholders’ Equity

Liabilities and Stockholders’ Equity

accompanying notes to financial statements.

STATEMENTS OF OPERATIONS

the Three Months Ended

of goods sold

profit (loss)

and administrative

operating expenses

General and administrative

Salaries and wages

Professional fees

Depreciation expense

Total operating expenses

Operating loss

( 1,025,100 )

( 1,759,704 )

income (expense):

other income (expense)

Interest income

Interest expense

$ ( 1,050,967 )

Total other income (expense)

$ ( 777,093 )

$ ( 705,993 )

$ ( 816,281 )

$ ( 2,456,596 )

$ ( 3,796,536 )

Weighted average common shares outstanding - basic and diluted

Net loss per common share - basic and diluted

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

For the Three Months Ended September 30, 2023

Preferred Stock

Additional Paid-In

Stockholders’

Balance, June 30, 2023

$ ( 10,635,434 )

Common stock issued for services

Stock options issued for services

Balance, September 30, 2023

$ ( 11,341,427 )

For the Three Months Ended September 30, 2022

Preferred Stock

Additional Paid-In

Stockholders’

Balance, June 30, 2022

$ ( 7,221,734 )

$ ( 3,511,783 )

Stock options issued for services

Balance, September 30, 2022

$ ( 8,038,015 )

$ ( 4,310,960 )

For the Nine Months Ended September 30, 2023

Preferred Stock

Additional Paid-In

average common shares outstanding - basic and diluted

loss per common share - basic and diluted

accompanying notes to financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Subscriptions

Stockholders’

Balance, December 31, 2022

$ ( 8,884,831 )

December 31, 2023

$ ( 12,810,541 )

Common stock issued pursuant to initial public offering

Common stock issued for services

Stock options issued for services

Common stock issued for debt conversions

Common stock warrants granted to note holders pursuant to debt financing

stock issued for services

options issued for services

stock warrants granted to note holders pursuant to debt financing

( 1,050,967 )

Balance, September 30, 2023

March 31, 2024

$ ( 13,861,508 )

For the Nine Months Ended September 30, 2022

Preferred Stock

Additional Paid-In

Subscriptions

Stockholders’

Balance, December 31, 2021

$ ( 4,241,479 )

$ ( 1,621,832 )

$ ( 4,241,479 )

$ ( 1,621,832 )

Common stock sold for cash

Common stock issued for services

Stock options issued for services

Common stock warrants granted to note holders pursuant to debt financing

Modification of warrants

Modification of derivatives

( 3,796,536 )

December 31, 2022

$ ( 8,884,831 )

Balance, September 30, 2022

$ ( 5,139,728 )

1 unchanged sentence

$ ( 5,139,728 )

options issued for services

March 31, 2023

$ ( 9,661,924 )

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED STATEMENTS OF CASH FLOWS

For the Nine Months Ended

September 30,

Cash flows from operating activities

$ ( 5,866,375 )

$ ( 9,661,924 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation expense

Amortization of debt discounts

Common stock issued for services

Options and warrants issued for services

Amended warrants

Decrease (increase) in assets:

Accounts receivable

Advances on inventory purchases

Other current assets

Right-of-use asset

Increase (decrease) in liabilities:

Accounts payable

Accounts payable, related parties

Accrued expenses

Net cash used in operating activities

$ ( 5,866,375 )

accompanying notes to financial statements.

STATEMENTS OF CASH FLOWS

the Three Months Ended

flows from operating activities

$ ( 1,050,967 )

Cash flows from investing activities

Payments received on notes receivable

Purchase of property and equipment

Net cash used in investing activities

Cash flows from financing activities

Payment of deferred offering costs

Proceeds received on convertible notes payable, related parties

Proceeds received on convertible notes payable, unrelated parties

Repayments on convertible notes payable

Proceeds received on notes payable

Repayment of notes payable

$ ( 777,093 )

Proceeds received on revolving line of credit

Repayments on revolving line of credit

Principal payments on finance lease

Proceeds from sale of common stock

Net cash provided by financing activities

Net increase in cash

Cash and restricted cash - beginning of period

Cash - ending of period

Supplemental disclosures:

Interest paid

Income taxes paid

Non-cash investing and financing transactions:

Value of warrants issued as a debt discount

Value of shares issued on debt conversions

Initial recognition of right-of-use assets and lease liabilities

See accompanying notes to financial statements.

to reconcile net loss to

cash used in operating activities:

to reconcile net loss to net

cash used in operating activities:

of debt discounts

stock issued for services

and warrants issued for services

(increase) in assets:

on inventory purchases

current assets

(decrease) in liabilities:

payable, related parties

cash used in operating activities

flows from investing activities

of property and equipment

received on notes receivable

cash used in investing activities

flows from financing activities

of deferred offering costs

received on convertible notes payable, related parties

received on convertible notes payable, unrelated parties

received on notes payable

of notes payable

received on notes payable, related parties

on revolving line of credit

payments on finance lease

cash provided by financing activities

increase in cash

and restricted cash - beginning of period

- ending of period

investing and financing transactions:

fair value of warrants issued as a debt discount

accompanying notes to financial statements.

TO THE CONDENSED FINANCIAL STATEMENTS

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The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and

The Company’s products are currently manufactured for it by two contract manufacturers, one based in Chile and the other

in Peru, where BranchOut’s continuous through-put dehydration machine is located.

Our manufacturers produce products for us using

a new proprietary dehydration technology licensed by the Company.

The Company’s customers are primarily located throughout the

United States.

The Company’s products are currently manufactured for it by contract manufacturers

based in South America and North America that produce dehydrated fruit and vegetable products for us using a new proprietary dehydration

technology that the Company licenses from a third party .

The Company’s customers are primarily located throughout the United

of Accounting

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the accompanying unaudited condensed financial statements contain all adjustments (consisting of items of a normal and recurring nature)

necessary to present fairly the financial position as of September 30, 2023, the results of operations for the three and nine months

ended September 30, 2023 and 2022, and cash flows for the nine months ended September 30, 2023 and 2022.

The results of operations for

the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the full year.

balance sheet as of December 31, 2022 was derived from our audited financial statements.

The accompanying condensed financial statements

and notes thereto should be read in conjunction with the audited financial statements and the related notes thereto for the year ended

December 31, 2022, included in the Company’s final prospectus filed with the SEC pursuant to Rule 424(b)(4) on June 21, 2023.

necessary to present fairly the financial position as of March 31, 2024, the results of operations for the three months ended March 31,

2024 and 2023, and cash flows for the three months ended March 31, 2024 and 2023.

The results of operations for the three months ended

March 31, 2024 are not necessarily indicative of the results to be expected for the full year.

The balance sheet as of December 31, 2023

was derived from our audited financial statements.

The accompanying condensed financial statements and notes thereto should be read in

conjunction with the audited financial statements for the year ended December 31, 2023, which were included in our Annual Report on Form

The Company follows the same accounting policies in the preparation of interim reports.

preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets

2 unchanged sentences

Actual results could differ from those estimates.

Public Offering

June 2023, the Company completed its initial public offering (“IPO”) in which it issued and sold 1,190,000 shares of its

common stock at a price of $ 6.00 per share pursuant to an Underwriting Agreement between the Company and Alexander

Capital, L.P.

(the “Underwriter”) .

The Company received net proceeds of $ 6,226,000 , after deducting underwriters’

discounts and commissions and before consideration of other issuance costs.

In connection with the IPO, a total of $ 6,029,204 of convertible

debt, consisting of $ 5,526,691 of principal and $ 502,513 of interest, was converted into 1,572,171 shares of common stock, inclusive

of $ 179,687 , consisting of $ 165,000 of principal and $ 14,687 of interest, that converted into 43,562 shares of common stock issued upon

the conversion of debts held by related parties.

to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 shares

of Common Stock at an exercise price of $ 7.20 , which may be exercised for a five-year period beginning December 18, 2023.

to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets.

Deferred offering costs of

$ 1,283,954 , primarily consisting of accounting, legal, and other fees related to the Company’s IPO, were offset against the IPO

proceeds upon the closing of the Company’s IPO in June 2023.

As of September 30, 2023, all deferred offering costs were paid.

deferred offering costs totaled $ 543,664 as of December 31, 2022.

June 15, 2023, the Company effected a 2.5-for-1 reverse stock split of its outstanding shares of capital stock.

There was no preferred

stock outstanding prior to or after the reverse stock split.

All issued and outstanding shares of common stock have been adjusted in

these condensed financial statements, on a retrospective basis, to reflect the reverse stock split for all periods presented, as well

as all common stock warrants and stock option awards which, by the terms thereof, were subject to adjustment in connection with the reverse

The par value of the common stock was not adjusted by the reverse stock split.

TO THE CONDENSED FINANCIAL STATEMENTS

Reclassifications

2 unchanged sentences

had no effect on previously reported results of operations or retained earnings.

shown in the accompanying condensed financial statements, as of September 30, 2023, the Company has incurred recurring losses from operations

shown in the accompanying condensed financial statements, as of March 31, 2024, the Company has incurred recurring losses from operations

resulting in an accumulated deficit of $ 13,861,508 , with working capital of only $ 399,444 , which may not be sufficient to sustain operations.

9 unchanged sentences

of liabilities, that might be necessary should the Company be unable to continue as a going concern.

Delisting Notice

April 11, 2024, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1)

(the “Rule”) because our stockholders’ equity of $ 2,210,476 as of December 31, 2023 was below the minimum requirement

of $ 2,500,000 .

Pursuant to Nasdaq’s Listing Rules, we have until May 28, 2024 to submit a plan (the “Compliance Plan”)

to regain compliance with the Rule, which, if accepted by Nasdaq, will provide us with an extension of up to 180 calendar days from April

11, 2024 to regain compliance with the Rule.

We believe that we will regain compliance with the Rule by effecting sales of our equity

However, no assurance can be given that that the Compliance Plan will be accepted or that we will be able to consummate an

equity financing within the time required by Nasdaq.

preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the

2 unchanged sentences

Actual results could differ from these estimates.

TO THE CONDENSED FINANCIAL STATEMENTS

280, Segment Reporting , requires annual and interim reporting for an enterprise’s operating segments and related disclosures

19 unchanged sentences

are stated at cost plus accrued interest, which approximates market value.

There were no cash equivalents on hand on September 30, 2023

or December 31, 2022.

TO THE CONDENSED FINANCIAL STATEMENTS

There were no cash equivalents on hand on March 31, 2024 or

December 31, 2023.

in Excess of FDIC Insured Limits

3 unchanged sentences

The Company had $ 1,700 and

$ 62,697 in excess of FDIC insured limits on September 30, 2023 and December 31, 2022, respectively, and has not experienced any losses

in such accounts.

$ 407,789 in excess of FDIC insured limits on March 31, 2024 and December 31, 2023, respectively, and has not experienced any losses in

such accounts.

receivable is carried at their estimated collectible amounts.

2 unchanged sentences

The Company had no allowance for doubtful accounts

on September 30, 2023 or December 31, 2022.

on March 31, 2024 or December 31, 2023.

Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from

7 unchanged sentences

Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost

valuation method, and consisted of the following as of September 30, 2023 and December 31, 2022:

valuation method, and consisted of the following as of March 31, 2024 and December 31, 2023:

Schedule of Inventory

September 30,

Raw materials

Finished goods

Company had prepaid inventory advances on product in the amount of $ 427,745 and $ 29,500 as of September 30, 2023 and December 31, 2022,

respectively.

Advances of 70 % of estimated finished product costs are made to enable manufacturers to purchase raw materials necessary

to produce finished products.

The remaining 30 % of finished product costs are paid upon receipt of finished goods.

Total inventory

Company had prepaid inventory advances on product in the amount of $ 319,974 as of March 31, 2024.

Advances of 70 % of estimated finished

product costs are made to enable manufacturers to purchase raw materials necessary to produce finished products.

The remaining 30 % of

finished product costs are paid upon receipt of finished goods.

TO THE CONDENSED FINANCIAL STATEMENTS

and Equipment

and equipment are stated at the lower of cost or estimated net recoverable amount.

The cost of property, plant and equipment is depreciated

using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following

life expectancy:

SCHEDULE OF ESTIMATED USEFUL LIVES

and machinery

and maintenance expenditures are charged to operations as incurred.

Major improvements and replacements, which extend the useful life

of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset.

When assets are retired or sold,

the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations.

of Long-Lived Assets

assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount

of an asset may not be recoverable or is impaired.

Recoverability is assessed using undiscounted cash flows based upon historical results

and current projections of earnings before interest and taxes.

Impairment is measured using discounted cash flows of future operating

results based upon a rate that corresponds to the cost of capital.

Impairments are recognized in operating results to the extent that

carrying value exceeds discounted cash flows of future operations.

indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will

contribute cash flows to the Company perpetually.

We evaluate the recoverability of intangible assets periodically by considering events

or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired.

The Company expenses

internally developed trademarks.

2021, the Company entered into a license agreement under which it acquired a license to utilize certain technology and production equipment

10 unchanged sentences

See Note 12, below.

evaluate convertible notes payable, stock options, stock warrants and other contracts to determine if those contracts or embedded components

of those contracts qualify as derivatives to be separately accounted for under the relevant sections of ASC Topic 815-40, Derivative

Instruments and Hedging:

Contracts in Entity’s Own Equity.

result of this accounting treatment could be that the fair value of a financial instrument is classified as a derivative instrument and

is marked-to-market at each balance sheet date and recorded as a liability.

In the event that the fair value is recorded as a liability,

the change in fair value is recorded in the statement of operations as other income or other expense.

Upon conversion or exercise of

a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity.

Financial instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815-40 are reclassified

to a liability account at the fair value of the instrument on the reclassification date.

TO THE CONDENSED FINANCIAL STATEMENTS

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer .

25 unchanged sentences

expects to receive in exchange for the goods.

TO THE CONDENSED FINANCIAL STATEMENTS

Company promotes its products with advertising, consumer incentives and trade promotions.

8 unchanged sentences

invoices are based on the billing schedule established in contracts and purchase orders with customers.

such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and

nine months ended September 2023 and 2022:

such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three months

ended March 31, 2024 and 2023:

Schedule of Revenue

For the Three Months Ended

For the Nine Months Ended

September 30,

the Three Months Ended

slotting, discounts, and allowances

3 unchanged sentences

Company expenses the cost of advertising and promotions as incurred.

Advertising and promotions expense was $ 105,402 and $ 149,767 for

the nine months ended September 30, 2023 and 2022, respectively.

Advertising and promotions expense was $ 57,059 and $ 36,669 for the

three months ended March 31, 2024 and 2023, respectively.

Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation

2 unchanged sentences

equity instrument issued, whichever is more reliably measurable.

Company issued stock-based compensation in the amount of $ 179,389 and $ 75,474 for the nine months ended September 30, 2023 and 2022,

respectively.

TO THE CONDENSED FINANCIAL STATEMENTS

Company issued stock-based compensation in the amount of $ 525,978 and $ 50,446 for the three months ended March 31, 2024 and 2023, respectively.

Accounting Pronouncements

21 unchanged sentences

impact on our financial statements.

TO THE CONDENSED FINANCIAL STATEMENTS

2 – Related Party Transactions

of September 30, 2023 and December 31, 2022, the Company owed Chase Innovations, Inc., a Company owned by our then Chief Financial Officer,

Douglas Durst, $ 55,890 and $ 40,140 , respectively, for services rendered.

Notes Payable

disclosed in Note 10, below, On January 5, 2023, the Company sold an unsecured convertible promissory note to the Chief Executive Officer’s

Carol Healy, bearing interest at 8 % per annum, in the face amount of $ 25,000 .

The note was convertible at a

fixed conversion price of $ 4.125 per common share.

On June 15, 2023, the note, consisting of $ 25,000 of principal and $ 800 of interest,

was converted into 6,255 shares of common stock.

disclosed in Note 10, below, the Company’s then Chief Financial Officer, Douglas Durst, holds an unsecured convertible promissory

note (“CFO Note”), in the face amount of $ 90,000 , as outstanding at September 30, 2023 and December 31, 2022.

convertible at a fixed conversion price of $ 4.125 per common share.

On June 15, 2023, the note, consisting of $ 90,000 of principal and

$ 6,362 of interest, was converted into 23,361 shares of common stock.

disclosed in Note 10, below, the Company’s Chief Financial Officer, Chris Coulter, held an unsecured convertible promissory note

(“Coulter Note”), in the face amount of $ 50,000 that was outstanding at December 31, 2022.

The note was convertible at a

fixed conversion price of $ 4.125 per common share.

On June 15, 2023, the note, consisting of $ 50,000 of principal and $ 7,525 of interest,

was converted into 13,946 shares of common stock.

of March 31, 2024, the Company owed Eagle Vision Ventures, Inc., a Company owned by our Chief Financial Officer, John Dalfonsi, $ 12,500

for services rendered.

January 9, 2024, the Company completed the sale of $ 400,000 of Senior Secured Promissory Notes (“Notes”) and Warrants (“Warrants”)

to purchase an aggregate of 100,000 shares of the Company’s common stock, to a group of six investors (the “Investors”)

led by Eagle Vision Fund LP (“Eagle Vision”), an affiliate of John Dalfonsi, CFO of the Company, pursuant to a Subscription

Agreement between the Company and the Investors (the “Subscription Agreement”).

to the Subscription Agreement, Eagle Vision was paid a cash fee in the amount of $ 40,000

upon the closing of the transaction for due diligence fees in consideration of services rendered and to be rendered by Eagle Vision to the Company and the Investors, including

conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the Senior Secured

Notes, servicing the interest and principal payments for purchasers, engaging in ongoing discussions with the Company’s management

regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial

information related to the Company, which services are to be provided by Eagle Vision until the Senior Secured Notes have been paid in

full, and $ 15,000

of legal fees was paid to Eagle Vision’s counsel.

Notes mature on the earlier of December 31, 2024 , or the occurrence of a Qualified Subsequent Financing or Change of Control (as such

terms are defined in the Subscription Agreement) and bear interest at a rate of 15 % per annum.

In addition, the Notes are subject to

covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement.

The Company’s obligations

under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement

between the Company and the Investors.

Warrant is exercisable for a ten-year period at an exercise price of $ 2.00 per share.

Stock Options Issued for Services

August 8, 2023, the Company granted options to purchase an aggregate 30,000 shares of the Company’s common stock, having an exercise

price of $ 6.00 per share, exercisable over a 10 -year term, to the chairman of the audit committee.

The options vest monthly over a one-year

August 8, 2023, the Company granted options to purchase an aggregate 30,000 shares of the Company’s common stock, having an exercise

price of $ 2.51 per share, exercisable over a 10 -year term, to one of its directors.

The options vest monthly over a one-year period.

February 22, 2024, the Company granted options to purchase 140,000 shares of the Company’s common stock, having an exercise price

of $ 1.92 per share, exercisable over a 10 -year term, to the Company’s CEO.

The options vested immediately.

February 22, 2024, the Company granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price

of $ 1.92 per share, exercisable over a 10 -year term, to the Company’s CFO.

The options vested immediately.

February 22, 2024, the Company also granted options to purchase an aggregate 79,166 shares of the Company’s common stock, having

an exercise price of $ 1.92 per share, exercisable over a 10 -year term, to a total of three of the Company’s directors.

vested immediately.

3 – Fair Value of Financial Instruments

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TO THE CONDENSED FINANCIAL STATEMENTS

following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of September

following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of March

31, 2024 and December 31, 2023:

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

Fair Value Measurements at September 30, 2023

Value Measurements at March 31, 2024

Right-of-use-asset

Notes receivable

Notes payable

Lease liability

Total liabilities

Total assets and liabilities

Fair Value Measurements at December 31, 2022

Cash, restricted

Notes receivable

Convertible notes payable, related parties

Convertible notes payable, unrelated parties

Notes payable

Revolving line of credit

Total liabilities

Total assets and liabilities

$ ( 1,991,413 )

$ ( 5,059,191 )

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the nine months ended September

payable, related parties, net of $ 49,195 of discounts

Value Measurements at December 31, 2023

Right-of-use-asset

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the three months ended March 31,

2024, or the year ended December 31, 2023.

2 unchanged sentences

receivable balances individually represented 10 % or more of the Company’s total accounts receivable, as follows:

the nine months ended September 30, 2023 and 2022, two customers accounted for 87 %

of net revenue, respectively.

the nine months ended September 30, 2023, one customer, accounted for 79 %

of accounts receivable, and for the nine months ended September 30, 2022, four customers accounted for 72 %

of accounts receivable.

TO THE CONDENSED FINANCIAL STATEMENTS

the three months ended March 31, 2024, one customer accounted for 99 %

of net revenue and 93 % of accounts receivable at the end of the period, and for the three months ended March 31, 2023, four customers accounted for 91 %

of net revenue and 97 % of accounts receivable at the end of the period.

5 – Other Current Assets

current assets consisted of the following as of September 30, 2023 and December 31, 2022:

current assets consisted of the following as of March 31, 2024 and December 31, 2023:

Schedule of Other Current Assets

September 30,

Prepaid insurance costs

Prepaid advertising and trade show fees

Prepaid professional fees

Value added taxes receivable

Refunds receivable

Interest receivable

Advances to co-manufacturer, NXTDried (1)

Company has advanced NXTDried Superfoods SAC (“NXTDried”), a company organized under the laws of Peru, with its principal

office in San Isidro, Lima, Peru, a total of $ 495,930 over various dates between January 28, 2022 and September 27, 2023, for the

purchase and construction of the facility and infrastructure necessary to facilitate the manufacturing of the Company’s products.

The advance is to be repaid in the form of a $1.00 USD per kilogram discount on all products manufactured for the Company .

is not documented by a promissory note, and is unsecured.

A total of $ 10,665 was credited against purchases made from NXTDried during

the nine months ended September 30,2023.

6 – Restricted Cash

May 7, 2021, the Company entered into a secured loan agreement (“Loan Agreement”) with EnWave Corporation (“EnWave”)

that was partially collateralized with a cash pledge in the amount of $ 125,000 , which was subsequently supplemented by a Guarantee Agreement,

dated November 22, 2021, in which the cash pledge was increased to $ 235,750 to cover EnWave’s responsibility for additional Value

Added Taxes (“VAT”).

On May 25, 2023, the pledged funds were released to the Company, net of a finance cost of $ 2,082 .

following table provides a reconciliation of cash and restricted cash reported within the balance sheets that sum to the total of the

same such amounts shown in the statements of cash flows as of September 30, 2023 and December 31, 2022:

of Reconciliation of Cash and Restricted Cash

September 30,

Restricted cash

Total cash and restricted cash

insurance costs

advertising and trade show fees

professional fees & license fees

other current assets

TO THE CONDENSED FINANCIAL STATEMENTS

6 – Property and Equipment

and equipment as of September 30, 2023 and December 31, 2022 consisted of the following:

of Property and Equipment

September 30,

Equipment and machinery

and equipment as of March 31, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

and machinery

Accumulated depreciation

Total property and equipment, net

of property and equipment was $ 167,520 and $ 37,414 for the nine months ended September 30, 2023 and 2022, respectively.

TO THE CONDENSED FINANCIAL STATEMENTS

property and equipment, net

of property and equipment was $ 56,336 and $ 55,823 for the three months ended March 31, 2024 and 2023, respectively.

7 – Notes Receivable

4 unchanged sentences

manufacturing needs.

Pursuant to the MDA, the Company will recover the Advance Payment no later than May 31, 2027, and the loan bears

interest at a rate of 3 % per annum.

The loan is to be repaid pursuant to a two-dollar ($2/kg) deduction in the price of any product exported

by Nanuva to the Company with certain mandatory minimum annual payments.

The MDA expires on May 31, 2027 , with automatic annual renewals

thereafter, unless it is terminated in accordance with the provisions within the agreement.

As of September 30, 2023, a total of $ 131,594

of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $ 115,372 of principal and $ 16,222 of interest.

As of September 30, 2023, a total of $ 401,255 was due from Nanuva, consisting of $ 384,628 of principal and $ 16,627 of unpaid interest.

Pursuant to the MDA, the Company is entitled to recover the Advance Payment in full no later than May 31, 2027,

which prior to repayment, will bear interest at 3 % per annum.

The Advance Payment is to be repaid pursuant to a two-dollar ($2/kg) deduction

in the price of any product exported by Nanuva to the Company with certain mandatory minimum annual payments.

Repayments commence on

the earlier of a) the first invoice issued by Nanuva after installation of the drying equipment, or b) June 30, 2021.

The MDA expires

on May 31, 2027, with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA.

deferred collection of the minimum annual payment requirement for 2023 until 2024 when several large orders were placed.

31, 2024, a total of $ 131,594 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $ 115,372 of principal

and $ 16,222 of interest.

All payments consisted of reductions in inventory costs, other than a payment of $ 15,000 in cash on March 24,

As of March 31, 2024, a total of $ 397,115 was outstanding from Nanuva, consisting of $ 374,728 of principal and $ 22,387 of unpaid

As of December 31, 2023, a total of $ 404,163 was outstanding from Nanuva, consisting of $ 384,628 of principal and $ 19,535 of

unpaid interest.

The Advance Payment is collateralized by a second lien in the equipment.

Pursuant to the MDA, the Company has been appointed as Nanuva’s

exclusive distributor in the following territories:

Exclusive Distributor in Territories

Minimum Volume

Pursuant to the MDA, the Company has been appointed

as Nanuva’s exclusive distributor in the following territories:

Summary of Nanuva’s Exclusive Distributor in Territories

(Kg/month)(“MOQ”)

Avocado Powder

Worldwide (except Chile)

Avocado Snacks

North America (Canada and USA)

Avocado Chips

Other Powders

No Exclusivity

(except Chile)

America (Canada and USA)

8 – Accrued Expenses

expenses consisted of the following as of September 30, 2023 and December 31, 2022, respectively:

expenses consisted of the following as of March 31, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

September 30,

Accrued payroll and taxes

Accrued interest

Accrued chargebacks

Total accrued expenses

10 – Convertible Notes Payable, Related Parties

notes payable, related parties consisted of the following at September 30, 2023 and December 31, 2022, respectively:

Schedule of Convertible Notes Payable, Related Parties

September 30,

On January 5, 2023, the Company sold an unsecured convertible promissory note for $ 25,000 to the Chief Executive Officer’s parents, Mr.

Tom and Carol Healy, bearing interest at 8 % per annum, mature on the earlier of:

a) June 30, 2023 , b) the closing of a Qualified Subsequent Financing, c) the closing of a change of control, or d) the Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) .

The note was convertible at a fixed conversion price of $ 4.125 per common share, and all interest was deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The note was mandatorily convertible upon the Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) .

The public offering proceeds threshold had subsequently been amended to $ 5,000,000 , along with all of the other outstanding convertible notes.

The note carried a default interest rate of 18 % per annum.

(See the description of the First Quarter of 2023 Convertible Notes in Note 11 – Convertible Notes Payable, below).

On June 15, 2023, the note, consisting of $ 25,000 of principal and $ 800 of interest, was converted into 6,255 shares of common stock.

The note was converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

TO THE CONDENSED FINANCIAL STATEMENTS

On December 31, 2021, the Company sold an unsecured convertible promissory note (“CFO Note”) to the Company’s then Chief Financial Officer, Douglas Durst, in the face amount of $ 90,000 .

The CFO Note, carried interest at 5 % per annum, originally carried an automatic conversion upon (i) a Qualified Financing, consisting of the closing of the sale of shares of its stock of at least $ 1,000,000 , at a conversion rate of the lesser of (i) the product of (x) eight-tenths (0.8) and (y) the price per share paid by the purchasers of the preferred stock sold in the Qualified Financing and (ii) the price per share obtained by dividing $ 7,000,000 (the “Valuation Cap”) by the Company’s fully-diluted capitalization immediately prior to the Qualified Financing (excluding any shares issued upon conversion of convertible debt), were amended on December 17, 2021 to be automatically converted upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 10,000,000 (the “IPO”) was effective, at a fixed conversion price of $ 4.125 per common share, and all interest was deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The maturity date was extended to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the note, consisting of $ 90,000 of principal and $ 6,362 of interest, was converted into 23,361 shares of common stock.

The note was converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

On May 28, 2020, the Company sold an unsecured convertible promissory note (“Coulter Note”) to the Company’s Chief Financial Officer, Chris Coulter, in the face amount of $ 50,000 .

The Coulter Note, carried interest at 5 % per annum, originally carried an automatic conversion upon (i) a Qualified Financing, consisting of the closing of the sale of shares of its stock of at least $ 1,000,000 , at a conversion rate of the lesser of (i) the product of (x) eight-tenths (0.8) and (y) the price per share paid by the purchasers of the preferred stock sold in the Qualified Financing and (ii) the price per share obtained by dividing $ 7,000,000 (the “Valuation Cap”) by the Company’s fully-diluted capitalization immediately prior to the Qualified Financing (excluding any shares issued upon conversion of convertible debt), were amended on December 17, 2021 to be automatically converted upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 10,000,000 (the “IPO”) was effective, at a fixed conversion price of $ 4.125 per common share, and all interest was deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The maturity date was also extended to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the note, consisting of $ 50,000 of principal and $ 7,525 of interest, was converted into 13,946 shares of common stock.

The note was converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

Convertible notes payable, related parties

accordance with ASC 470-20 Debt with Conversion and Other Options, the Company recorded total discounts of $ 19,054 on the CFO Note and

$ 19,961 on the Coulter Note upon the respective origination dates.

discounts were amortized to interest expense over the term of the debentures using the effective interest method.

The Company recorded

$ 19,003 of interest expense pursuant to the amortization of note discounts during the nine months ended September 30, 2022.

Company recorded interest expense pursuant to the stated interest rates on the Convertible Notes, Related Parties in the amount of $ 3,696

and $ 4,125 for the nine months ended September 30, 2023 and 2022, respectively.

TO THE CONDENSED FINANCIAL STATEMENTS

11 – Convertible Notes Payable, Unrelated Parties

notes payable, unrelated parties, consists of the following at September 30, 2023 and December 31, 2022, respectively:

of Convertible Notes Payable, Unrelated Parties

September 30,

On various origination dates between January 5, 2023 and March 27, 2023, the Company sold a total of ten (10) individual unsecured convertible promissory notes (“First Quarter of 2023 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 442,500 .

The First Quarter of 2023 Convertible Notes, bearing interest at 8 % per annum, matured on the earlier of:

Each First Quarter of 2023 Convertible Notes was convertible at a fixed conversion price of $ 4.125 per common share, and all interest shall be deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

Each note is mandatorily convertible upon the Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) .

The public offering proceeds threshold has subsequently been amended to $ 5,000,000 , along with all of the other outstanding convertible notes.

The First Quarter of 2023 Convertible Notes carry a default interest rate of 18 % per annum.

On June 15, 2023, the notes, consisting of an aggregate $ 442,500 of principal and $ 9,801 of interest, were converted into 109,655 shares of common stock.

The notes were converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

On various origination dates between October 28, 2022 and December 13, 2022, the Company sold a total of sixteen (16) individual unsecured convertible promissory notes (“2022 Convertible Notes”) with substantially the same terms in exchange for gross proceeds of $ 645,600 .

The Convertible Notes, bearing interest at 8 % per annum, matured on the earlier of:

a) June 30, 2023, as extended from the original maturity date of June 30 2023 , b) the closing of a Qualified Subsequent Financing, c) the closing of a change of control, or d) the Company’s S-1 registration statement being declared effective and the signing of a firm commitment underwriting agreement for a capital raise of at least ten million dollars ($10,000,000) .

Each note was convertible at a fixed conversion price of $ 4.125 per common share, and all interest shall be deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The public offering proceeds threshold has subsequently been amended to $ 5,000,000 .

The notes carry a default interest rate of 18 % per annum.

On June 15, 2023, the notes, consisting of an aggregate $ 645,600 of principal and $ 27,925 of interest, were converted into 163,284 shares of common stock.

The notes were converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

TO THE CONDENSED FINANCIAL STATEMENTS

On June 6, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 200,000 (“Fluffco Convertible Note”) to Fluffco, LLC (“Fluffco”), and (ii) a five -year warrant to purchase 8,485 shares of the Company’s common stock at an exercise price of $ 6.50 per share, for an aggregate purchase price of $ 186,000 , pursuant to a Securities Purchase Agreement between the Company and Fluffco (the “Purchase Agreement”).

The Fluffco Convertible Note carried interest at 8 % per annum and a default rate of 18 %, which was mandatorily convertible upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 10,000,000 was effective, at a fixed conversion price of $ 4.125 per common share.

The note matured on November 30, 2022 , and all interest was deemed to have stopped accruing as of a date selected by the Company that was up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 35 % and a call option value of $ 0.2679 , was $ 8,485 , and was amortized as a debt discount over the life of the loan.

The Company received net proceeds of $ 186,000 after deductions of debt discounts, consisting of $ 14,000 of legal fees.

The maturity dates were extended to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the note, consisting of $ 200,000 of principal and $ 15,737 of interest, was converted into 52,300 shares of common stock.

The note was converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

On May 26, 2022, the Company completed the sale of (i) an unsecured convertible promissory note in the principal amount of $ 1,250,000 (“Foss Convertible Note”) to Don Foss (“Foss”), and (ii) a five -year warrant to purchase 45,833 shares of the Company’s common stock at an exercise price of $ 6.50 per share, for an aggregate purchase price of $ 1,162,500 , pursuant to a Securities Purchase Agreement between the Company and Foss (the “Purchase Agreement”).

The Foss Convertible Note carried interest at 8 % per annum and a default rate of 18 %, which was mandatorily convertible upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 10,000,000 was effective, at a fixed conversion price of $ 4.125 per common share.

The note matured on November 30, 2022 , and all interest was deemed to have stopped accruing as of a date selected by the Company that is up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 34 % and a call option value of $ 0.2570 , was $ 45,833 , and was amortized as a debt discount over the life of the loan.

The Company received net proceeds of $ 1,162,500 after deductions of debt discounts, consisting of $ 87,500 of legal fees.

The maturity dates were extended to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the note, consisting of $ 1,250,000 of principal and $ 99,726 of interest, was converted into 327,207 shares of common stock.

The note was converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

On various origination dates between February 15, 2022 and February 25, 2022, the Company sold two (2) individual unsecured convertible promissory notes (“First Convertible Eagle Vision Notes”) with a face value of $ 350,000 each, under substantially the same terms.

The First Convertible Eagle Vision Notes carried interest at 5 % per annum and a default rate of 18 %, which were mandatorily convertible upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 10,000,000 was effective, at a fixed conversion price of $ 4.125 per common share.

The notes matured on November 30, 2022 , and all interest was deemed to have stopped accruing as of a date selected by the Company that was up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

The maturity dates were extended to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the notes, consisting of an aggregate $ 700,000 of principal and $ 44,590 of interest, were converted into 180,508 shares of common stock.

The notes were converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

payroll and taxes

accrued expenses

TO THE CONDENSED FINANCIAL STATEMENTS

On various origination dates between March 1, 2018 and December 31, 2021, the Company sold a total of fifty-two (52) individual unsecured convertible promissory notes (“Convertible Notes”) with substantially the same terms, for total proceeds of $ 2,143,591 .

The Convertible Notes carried interest at 5 % per annum, which originally carried an automatic conversion upon (i) a Qualified Financing, consisting of the closing of the sale of shares of its stock of at least $ 1,000,000 , at a conversion rate of the lesser of (i) the product of (x) eight-tenths (0.8) and (y) the price per share paid by the purchasers of the preferred stock sold in the Qualified Financing and (ii) the price per share obtained by dividing $ 7,000,000 (the “Valuation Cap”) by the Company’s fully-diluted capitalization immediately prior to the Qualified Financing (excluding any shares issued upon conversion of convertible debt), were amended on December 17, 2021 to be automatically converted upon the date on which a registration statement for the Company’s underwritten public offering of its common stock with total proceeds to the Company of not less than $ 5,000,000 , as amended, was effective at fixed conversion prices of either $ 2.05 or $ 4.125 per common share (six (6) of the Convertible Notes, totalling $ 355,000 of principal, were amended to convert at $ 2.05 per common share, and forty-six (46) of the Convertible Notes, totalling $ 1,788,591 of principal, were amended to convert at $ 4.125 per common share), and all interest was deemed to have stopped accruing as of a date selected by the Company that was up to 10 days prior to the effective date of the registration statement filed in connection with the IPO.

On February 14, 2022, one of the Convertible Notes was repaid, consisting of $ 20,000 of principal and $ 3,586 of interest.

The Convertible Notes were originally set to mature after eighteen months but were later amended to extend the maturity to June 30, 2023 and the public offering proceeds threshold had been amended to $ 5,000,000 .

On June 15, 2023, the notes, consisting of an aggregate $ 2,123,591 of principal and $ 290,047 of interest, were converted into 695,655 shares of common stock.

The notes were converted in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

Total convertible notes payable, unrelated parties

accordance with ASC 470, the Company recorded total discounts of $ 1,604,537 incurred as of December 31, 2022.

The discounts were amortized to interest expense over the term of the debentures using the effective

interest method.

The Company recorded $ 1,028,509 of interest expense pursuant to the amortization of note discounts for the nine months

ended September 30, 2022.

Company recorded interest expense pursuant to the Convertible Notes, Unrelated Parties in the amount of $ 138,316 and $ 218,856 , consisting

of stated interest rates on the Convertible Notes, Unrelated Parties in the amount of $ 138,316 and $ 141,158 , and $- 0 - and $ 77,698 of

amortized debt discounts, for the nine months ended September 30, 2023 and 2022, respectively, including $ 9,441 of amortized debt discounts

on warrants for the nine months ended September 30, 2022.

9 – Notes Payable

June 12, 2023, we accepted subscriptions for $ 170,000 and issued senior secured promissory notes and stock purchase warrants to four

accredited investors.

Each promissory note (titled a “Subordinated Note”) accrued interest at an annual rate of 15 %, of which

10 % was to be paid monthly, and the remaining 5 % to remain unpaid, compound annually, and was due and payable on the maturity date.

default, the aggregate interest rate would increase to 18 % per annum.

Each Subordinated Note was due and payable on the earlier of:

December 31, 2023, (b) the closing of a “Qualified Subsequent Financing”, and (c) the closing of an initial public offering,

In the event a note was pre-paid, we were required to pay a minimum one-year of interest.

The term “Qualified Subsequent

Financing” means the next sale, or series of related sales, of any security in which we received $ 2,000,000 or more from any parties

that do not currently own, directly or indirectly, any of our common stock.

We received proceeds of $ 170,000 in connection with the offering.

The Subordinated Notes were a general secured obligation of the Company, subordinated to the Senior Secured Notes mentioned below.

the quarter ended June 30, 2023, the Subordinated Notes were repaid in full, along with $ 25,500 of guaranteed interest.

TO THE CONDENSED FINANCIAL STATEMENTS

addition to the Subordinated Notes, each investor received a warrant to purchase shares of our common stock at $ 6.00 per share, with

an issuance date of July 1, 2023, and expiring ten years from the issuance date.

The aggregate number of shares available for purchase

under the warrants are 30,000 shares, which were amortized as a debt discount over the life of the notes.

We were required to register

the resale of the shares issuable upon exercise of the warrants with the SEC.

Prior to the exercise of a warrant, we are required to

provide the investor monthly unaudited financial statements of income, cash flows, and stockholders’ equity.

The Company recorded

total debt discounts of $ 46,090 on warrants granted to the four investors for warrants issued in consideration of the debt financing

received on June 12, 2023.

The debt discounts were amortized as a debt discount over the original life of the notes, resulting in $ 46,090

of finance costs for the nine months ended September 30, 2023.

March 15, 2023, the Company completed the sale of a Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman

Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust.

The Hinman Note bears interest at 18 % per annum,

based on a 360-day year, and carries a monthly default rate of 1.5 % of all outstanding principal, interest, fees and penalties.

Note matures on January 10, 2024, as amended, and is secured by the Company’s accounts receivable from Walmart.

May 7, 2021, we accepted subscriptions for $ 1,000,000 and issued senior secured promissory notes and stock purchase warrants to six accredited

investors (the “May 2021 Bridge Financing”).

Each promissory note (titled a “Subordinated Note”) accrued interest

at an annual rate of 15 %, of which 10 % was to be paid monthly, and the remaining 5 % to remain unpaid, compound annually, and was due

and payable on the maturity date.

Upon default, the aggregate interest rate would increase to 18 % per annum.

Each Subordinated Note was

due and payable on the earlier of:

(i) November 30, 2022, (b) the closing of a “Qualified Subsequent Financing”, and (c)

the closing of an initial public offering, as amended.

In the event a note was pre-paid, we are required to pay a minimum one-year of

The term “Qualified Subsequent Financing” means the next sale, or series of related sales, of any security in which

we received $ 2,000,000 or more from any parties that do not currently own, directly or indirectly, any of our common stock.

dates were extended to June 30, 2023.

We received gross proceeds of $ 1,000,000 in connection with the offering, and net proceeds of $ 890,000 ,

after payment of $ 110,000 in diligence fees to Eagle Vision Ventures, Inc.

(“Eagle Vision”), which was amortized as a debt

discount over the original life of the notes.

The Subordinated Notes were a general secured obligation of the Company, subordinated to

the Senior Secured Notes mentioned below.

During the quarter ended September 30, 2023, the Subordinated Notes were repaid in full, along

with $ 143,663 of interest.

A total of $ 18,750 of interest was still owed as of September 30, 2023.

addition to the Subordinated Notes issued in the May 2021 Bridge Financing, each investor received a warrant to purchase shares of our

common stock at $ 7.10 per share, expiring ten years from the issuance date, as subsequently amended on March 7, 2022.

The total number

of shares available for purchase under the warrants are 154,243 shares, including 15,382 warrants issued as offering costs in connection

with the Subordinated Notes, which were also amortized as a debt discount over the life of the notes.

We were required to register the

resale of the shares issuable upon exercise of the warrants with the SEC.

Prior to the exercise of a warrant, we are required to provide

the investor monthly unaudited financial statements of income, cash flows, and stockholders’ equity.

The Company recorded total

discounts of $ 176,228 on the Subordinated Notes, consisting of $ 110,000 of loan origination costs paid to Eagle Vision Ventures, Inc,

and an aggregate $ 66,228 of debt discounts on warrants granted to the eight investors for warrants issued in consideration of the debt

financing received on May 7, 2021, including warrants issued as offering costs to two additional parties.

The debt discounts were amortized

as a debt discount over the original life of the notes, resulting in $ 70,580 of finance costs, including $ 26,525 of amortized discounts

attributable to the warrants for the nine months ended September 30, 2022.

December 8, 2020, we accepted subscriptions for $ 1,250,000 and issued senior secured promissory notes and stock purchase warrants to

three accredited investors.

Each promissory note (titled a “Senior Secured Note”) accrued interest at an annual rate of 15 %,

of which 10 % was to be paid monthly, and the remaining 5 % to remain unpaid, compound annually, was due and payable on the maturity date.

Upon default, the aggregate interest rate would increase to 18 % per annum.

Each Senior Secured Note was due and payable on the earlier

(i) November 30, 2022, (b) the closing of a “Qualified Subsequent Financing”, and (c) the closing of an initial public

offering, as amended.

In the event a note was pre-paid, we were required to pay a minimum one-year of interest.

The term “Qualified

Subsequent Financing” means the next sale, or series of related sales, of any security in which we received $ 2,000,000 or more

from any parties that do not currently own, directly or indirectly, any of our common stock.

The maturity dates were extended to June

We received net proceeds of $ 1,115,000 , after payment of $ 135,000 in diligence fees to Eagle Vision, in connection with the

During the quarter ended June 30, 2023, the Senior Secured Notes were repaid in full, along with $ 214,609 of interest.

of $ 20,833 of interest was still owed as of September 30, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

Senior Secured Notes were a general secured obligation of the Company, senior in all respects to the liens, terms, covenants, and conditions

of all existing debt of the Company, except for our loans from Small Business Administration.

addition to the Senior Secured Notes, each investor received a warrant to purchase shares of our common stock at $ 2.60 per share, expiring

ten years from the issuance date, as subsequently amended on March 7, 2022.

The total number of shares available for purchase under the

warrants are 179,396 shares, including 47,811 warrants issued as offering costs in connection with the Subordinated Notes, which were

also amortized as a debt discount over the original life of the notes.

We were required to register the shares issuable upon exercise

of the warrants with the SEC.

Prior to the exercise of a warrant, we are required to provide the investor monthly unaudited financial

statements of income, cash flows, and stockholders’ equity for each such monthly period.

The principal balance of the Senior Secured

Notes was paid in full as of September 30, 2023, and $ 1,250,000 was outstanding at December 31, 2022.

The Company recorded total discounts

of $ 180,196 on the Senior Secured Notes, consisting of $ 135,000 of loan origination costs paid to Eagle Vision Ventures, Inc, and an

aggregate $ 45,196 of debt discounts on warrants granted to the five investors for warrants issued in consideration of the debt financing

received on December 8, 2020, including warrants issued as offering costs to two additional parties.

The debt discounts were amortized

as a debt discount over the original life of the notes, resulting in $ 52,377 of finance costs, including $ 13,136 of amortized discounts

attributable to the warrants for the nine months ended September 30, 2022.

March 15, 2023, the Company completed the sale of a $ 200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23,

2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust.

The Hinman Note bears

interest at 18 % per annum, based on a 360-day year, and carried a monthly default rate of 1.5 % of all outstanding principal, interest,

fees and penalties.

The Hinman Note matured on January 10, 2024, as amended, and was secured by the Company’s accounts receivable

from Walmart before being repaid on January 2, 2024.

May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”),

9 unchanged sentences

The EIDL Note may be repaid at any time without penalty.

The principal balance of the EIDL Loan was $ 34,500 as of September 30,

The principal balance of the EIDL Loan was $ 34,500 as of March 31, 2024

and December 31, 2023.

payable consists of the following as of September 30, 2023 and December 31, 2022:

of Notes Payable

September 30,

Total notes payable

unamortized debt discounts

payable consists of the following as of March 31, 2024 and December 31, 2023:

Schedule of Notes Payable

notes payable

current maturities

Notes payable, less current maturities

Company recognized $ 251,249 and $ 825,906 of interest expense on notes payable for the nine months ended September 30, 2023 and 2022,

respectively.

Interest expense consisted of $ 205,159 of stated interest expense and $ 46,090 of amortized debt discounts due to warrants

issued on a Subordinated Note during the nine months ended September 30, 2023.

Interest expense consisted of $ 257,491 of stated interest

expense and $ 151,554 of amortized debt discounts, including $ 39,661 of amortization of the debt discount due to warrants on the Senior

Secured Notes and Subordinated Notes, and $ 377,200 of expense related to the amendment of those warrants, during the nine months ended

September 30, 2022.

payable, less current maturities

Company recognized $ 598 and $ 88,485 of interest expense on notes payable for the three months ended March 31, 2024 and 2023, respectively.

10 – Notes Payable, Related Parties

January 9, 2024, the Company completed the sale of $ 400,000 of Senior Secured Promissory Notes (“Notes”) and Warrants (“Warrants”)

to purchase an aggregate of 100,000 shares of the Company’s common stock, to a group of six investors (the “Investors”)

led by Eagle Vision Fund LP (“Eagle Vision”), an affiliate of John Dalfonsi, CFO of the Company, pursuant to a Subscription

Agreement between the Company and the Investors (the “Subscription Agreement”).

Each Warrant is exercisable for a ten -year

period at an exercise price of $ 2.00 per share.

to the Subscription Agreement, Eagle Vision was paid a cash fee in the amount of $ 40,000 upon the closing of the transaction for due

diligence fees, and $ 15,000 of legal fees was paid to Eagle Vision’s counsel.

Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such

terms are defined in the Subscription Agreement) and bear interest at a rate of 15 % per annum.

In addition, the Notes are subject to

covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement.

The Company’s obligations

under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement

between the Company and the Investors.

accordance with ASC 470, the Company recorded total discounts of $ 63,861 , including $ 8,861 on the relative fair value of the Warrants,

incurred as of March 31, 2024.

The discounts are being amortized to interest expense over the term of the debentures using the effective

interest method.

The Company recorded an aggregate $ 14,666 of interest expense pursuant to the amortization of note discounts for the

three months ended March 31, 2024.

As of March 31, 2024, there were $ 49,195 of unamortized expenses expected to be expensed over the

remaining life of the outstanding debt.

Company recognized $ 28,146 of interest expense on notes payable, related parties for the three months ended March 31, 2024, consisting

of $ 13,480 of stated interest expense, $ 2,034 of amortized debt discounts and $ 12,632 of amortized debt discounts due to warrants.

TO THE CONDENSED FINANCIAL STATEMENTS

13 – Revolving Line of Credit

October 1, 2021, we entered into a Growth Line of Credit Agreement (“LOC”) with Ampla LLC, formerly known as Gourmet Growth

(“Gourmet Growth”), which allows us to draw funds from time to time, up to an aggregate principal amount of $ 400,000 , for

the purpose of purchasing inventory.

The LOC accrues interest at 15 % per annum and requires a 2 % origination fee on each draw.

was secured by all receivables, and all other tangible and intangible personal property, including, but not limited to cash, inventory,

equipment, investments, contract rights and other general intangibles and chattel paper.

The LOC requires that we collect payments on

our accounts receivable in an account in which Gourmet Growth is able to collect a percentage of the collections to repay the LOC.

line of credit is revolving and automatically renewed upon use for a 12-month period.

Repayment is made from current receivables, and

the outstanding balance of $ 42,750 was paid in full on July 13, 2023.

The Company’s balance of the LOC was $ 91,541 as of December

Company recorded interest expense pursuant to the stated interest rates on the LOC in the amount of $ 8,251 and $ 17,108 for the nine months

ended September 30, 2023 and 2022, respectively.

Company recognized interest expense for the nine months ended September 30, 2023 and 2022 respectively, as follows:

Company recognized aggregate interest expense for the three months ended March 31, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

September 30,

Interest on convertible notes payable, related parties

Interest on convertible notes payable

Interest on notes payable

Amortization of debt discounts

Amortization of debt discounts, warrants

Amended warrants

Amortization of debt discounts, derivatives

Interest on revolving line of credit

Finance charge on letter of credit

Interest on credit cards

Total interest expense

aggregate amounts of maturities of notes payable during each of the periods set forth below, including amounts due within one year and

classified as current, are as follows:

Schedule of Maturities of Notes Payable

Fiscal Year Ending

Note Payable Maturities

2028 and thereafter

Total notes payable gross

Less effects of discounting

Total notes payable

on the remaining three months for the year ending December 31, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

on convertible notes payable, related parties

on convertible notes payable

on notes payable

on notes payable, related parties

on notes payable

of debt discounts on related party notes

of debt discounts on related party notes, warrants

of debt discounts

on revolving line of credit

on credit cards

interest expense

Company has financed production equipment with an acquisition cost of approximately $ 168,141 under a finance lease with a five-year term

6 unchanged sentences

components of lease expense were as follows:

of Components of Lease Expenses

For the Nine Months Ended

September 30,

Schedule of Components of Lease Expenses

the Three Months Ended

of right-of-use asset

on lease liability

finance lease cost

Amortization of right-of-use asset

Interest on lease liability

Total finance lease cost

balance sheet information related to leases was as follows:

Schedule of Supplemental Information Related to Leases

September 30,

Finance lease:

Finance lease assets

Current portion of finance lease liability

Noncurrent finance lease liability

Total finance lease liability

Weighted average remaining lease term:

Finance lease

Weighted average discount rate:

Finance lease

portion of finance lease liability

finance lease liability

average remaining lease term:

average discount rate:

cash flow and other information related to finance leases was as follows:

of Supplemental Cash and Other Information Related to Finance Leases

For the Nine Months Ended

September 30,

Cash paid for amounts included in the measurement of lease liabilities:

Finance cash flows used for finance leases

Leased assets obtained in exchange for lease liabilities:

Total finance lease liabilities

future minimum lease payments due under finance leases as of September 30, 2023 is as follows:

of Future Minimum Lease Payments

Minimum Lease

2023 (for the three months remaining)

2027 and thereafter

Less effects of discounting

Lease liability recognized

Schedule of Supplemental Cash and Other Information Related to Finance Leases

the Three Months Ended

paid for amounts included in the measurement of lease liabilities:

cash flows used for finance leases

TO THE CONDENSED FINANCIAL STATEMENTS

future minimum lease payments due under finance leases as of March 31, 2024 is as follows:

Schedule of Future Minimum Lease Payments

(for the nine months remaining)

effects of discounting

liability recognized

12 – Commitments and Contingencies

6 unchanged sentences

Company leases equipment under a non-cancelable finance lease payable in monthly installments of $ 3,657 expiring on August 31, 2027.

Line of Credit

Company has contractual obligations under its LOC.

Additionally, the Company from time to time may be involved in various inquiries,

administrative proceedings and litigation relating to matters arising in the normal course of business.

The Company is not aware of any

inquiries or administrative proceedings and is not currently a defendant in any material litigation and is not aware of any threatened

litigation that could have a material effect on the Company.

Contractual Commitments

11 unchanged sentences

In order to maintain the exclusivity, the Company agreed to annual royalty minimum payments as follows:

of Maturity of Annual royalty

Retention Royalty

2025 and each subsequent year of the term

unrecognized commitment thereafter is $ 250,000 in perpetuity, as long as the Company elects to maintain exclusivity.

Schedule of Maturity of Annual Royalty

* The unrecognized

commitment thereafter is $ 250,000 in perpetuity, as long as the Company elects to maintain exclusivity.

addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time.

additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay a

non-refundable down payment of 40 % of the purchase price on or before, September 29, 2023, or pay up-to four non-refundable deposits

for the Second EnWave Machine in the amount of fifty thousand dollars ($ 50,000 ) each on September 30, 2023, December 31, 2023, March

31, 2024 and June 30, 2024 (the “Interim Deposits”), and pay the remainder of a 40 % down payment of the purchase price on

or before June 30, 2024.

The Company paid the first non-refundable deposit of $ 50,000 on September 27, 2023.

The Company is also required

to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”)

on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License

The Company is also required to enter into an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment

(the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect

to the Fourth EnWave Machine by the License Agreement.

additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay up-to

four non-refundable deposits for the Second EnWave Machine in the amount of fifty thousand dollars ($ 50,000 ) each on September 30, 2023,

December 31, 2023, March 31, 2024 and June 30, 2024 (the “Interim Deposits”).

The Company paid the first three non-refundable

deposits of $ 50,000 on September 27, 2023, December 31, 2023 and March 8, 2024.

The Company is also required to execute an Equipment

Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December

31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement.

is also required to enter into an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth

EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave

Machine by the License Agreement.

The License Agreement is effective as long as EnWave possesses its EnWave technology.

There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement

are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect

There have been

no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized

commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay.

TO THE CONDENSED FINANCIAL STATEMENTS

16 – Changes in Stockholders’ Equity (Deficit)

13 – Changes in Stockholders’ Equity

Company has authorized 8,000,000 shares of $ 0.001 par value preferred stock.

As of September 30, 2023, none of the preferred stock had

been designated or issued.

As of March 31, 2024, none of the preferred stock had been

designated or issued.

Company has authorized 80,000,000 shares of $ 0.001 par value common stock.

As of September 30,2023, a total of 4,007,274 shares of common

As of March 31, 2024, a total of 4,121,346 shares of common

stock had been issued.

1 unchanged sentence

Stock Issued for Services

August 17, 2023, the Company issued 44,334 shares under the 2022 Equity Plan, to its securities counsel for services performed.

The aggregate

February 19, 2024, the Company issued 16,836 shares under the Company’s 2022 Omnibus Equity Incentive Plan (the “2022 Equity

Plan”), to its securities counsel for services performed.

The fair value of the shares was $ 44,278 , based on the

closing traded price of the common stock on the date of grant .

January 26, 2024, the Company issued 60,258 shares under the 2022 Equity Plan, to its securities counsel for services performed.

fair value of the shares was $ 69,297 , based on the closing traded price of the common stock on

the date of grant .

Public Offering

June 2023, the Company completed its initial public offering IPO in which it issued and sold 1,190,000 shares of its common stock at

a price of $ 6.00 per share pursuant to an Underwriting Agreement between the Company and Alexander

Capital, L.P.

(the “Underwriter”) .

The Company received net proceeds of $ 6,226,000 , after deducting underwriters’

discounts and commissions and before consideration of other issuance costs.

to the Underwriting Agreement, the Company also issued to the Underwriter a Common Stock Purchase Warrant to purchase up to 82,110 shares

of Common Stock at an exercise price of $ 7.20 , which may be exercised for a five-year period beginning December 18, 2023.

to the IPO, all deferred offering costs were capitalized in other noncurrent assets on the balance sheets.

Deferred offering costs of

$ 1,283,954 , primarily consisting of accounting, legal, and other fees related to the Company’s IPO, were offset against the IPO

proceeds upon the closing of the Company’s IPO in June 2023.

As of September 30, 2023, all deferred offering costs were paid.

deferred offering costs totaled $ 543,664 as of December 31, 2022.

connection with the IPO, a total of $ 6,029,204 of convertible debt, consisting of $ 5,526,691 of principal and $ 502,513 of interest, was

converted into 1,572,171 shares of common stock, inclusive of $ 179,687 , consisting of $ 165,000 of principal and $ 14,687 of interest,

that converted into 43,562 shares of common stock issued upon the conversion of debts held by related parties.

The notes were converted

in accordance with the conversion terms;

therefore, no gain or loss had been recognized.

January 5, 2024, the Company retained PCG Advisory, Inc.

(“PCG”) to provide strategic advisory and investor relations services

pursuant to an Advisory Agreement under which the Company agreed to issue PCG an aggregate 22,500 shares of the Company’s common

stock as payment for services in lieu of cash for the months of January, February, and March 2024.

The aggregate fair value of the shares

was $ 36,019 , based on the closing traded price of the common stock on the dates of grant .

The shares were subsequently issued on April 15, 2024 under the 2022 Equity Plan, and were recognized as subscriptions payable at March

14 – Common Stock Options

Incentive Plan

board of directors and shareholders adopted our 2022 Omnibus Equity Incentive Plan on January 1, 2022 (the “2022 Plan”).

Our 2022 Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified

stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance

units, incentive bonus awards, other cash-based awards and other stock-based awards.

The number of shares reserved for issuance under

the 2022 Equity Plan was initially an aggregate of 600,000 shares, as adjusted on June 15, 2023 in connection with the Company’s

reverse stock split, subject to annual increases under the plan.

There were 184,403 options with a weighted average exercise price of

$ 4.11 per share outstanding as of September 30, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022.

The 2022 Equity Plan allows for the grant of a variety

of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options,

stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other

cash-based awards and other stock-based awards.

The number of shares reserved for issuance under the 2022 Equity Plan was initially an

aggregate of 600,000 shares, as adjusted on June 15, 2023 in connection with the Company’s reverse stock split, subject to annual

increases under the plan.

There were 563,470 options with a weighted average exercise price of $ 2.39 per share, and a weighted average

remaining life of approximately 9 years, outstanding as of March 31, 2024.

Stock Options Issued for Services

August 8, 2023, the Company granted options to purchase an aggregate 30,000 shares of the Company’s common stock under the 2022

Plan, having an exercise price of $ 6.00 per share, exercisable over a 10 -year term, to the chairman of the audit committee.

will vest monthly over a one -year period.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 39 %

and a call option value of $ 0.1644 , was $ 4,932 .

The options are being expensed over the vesting period, resulting in $ 719 of stock-based

compensation expense during the nine months ended September 30, 2023.

As of September 30, 2023, a total of $ 4,213 of unamortized expenses

are expected to be expensed over the remaining vesting period.

August 8, 2023, the Company granted options to purchase an aggregate 30,000 shares of the Company’s common stock under the 2022

Plan, having an exercise price of $ 2.51 per share, exercisable over a 10 -year term, to one of its directors.

The options will vest monthly

over a one-year period.

The estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 39 % and a call option

value of $ 0.7885 , was $ 23,655 .

The options are being expensed over the vesting period, resulting in $ 3,450 of stock-based compensation

expense during the nine months ended September 30, 2023.

As of September 30, 2023, a total of $ 20,205 of unamortized expenses are expected

to be expensed over the remaining vesting period.

February 28, 2023, the Company awarded fully vested options to purchase 16,000 shares of common stock under the 2022 Plan at an exercise

price equal to $ 4.125 per share, exercisable over a ten-year period to an employee.

The estimated value using the Black-Scholes Pricing

Model, based on a volatility rate of 50 % and a call option value of $ 2.0249 , was $ 32,399 .

The options were expensed as stock-based compensation

expense during the nine months ended September 30, 2023.

February 22, 2024, the Company granted options to purchase an aggregate 315,000 shares of the Company’s common stock, having an

exercise price of $ 1.92 per share, exercisable over a 10 -year term, to a total of six employees, including options to purchase 140,000

and 75,000 shares issued to the Company’s CEO and CFO, respectively.

The options vested immediately.

The aggregate estimated value

using the Black-Scholes Pricing Model, based on a volatility rate of 41 % and a call option value of $ 0.8581 , was $ 270,296 .

February 22, 2024, the Company also granted options to purchase an aggregate 79,166 shares of the Company’s common stock, having

an exercise price of $ 1.92 per share, exercisable over a 10 -year term, to a total of three of the Company’s directors.

vested immediately.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41 % and a call

option value of $ 1.1407 , was $ 90,306 .

TO THE CONDENSED FINANCIAL STATEMENTS

15 – Common Stock Warrants

to purchase a total of 577,251 shares of common stock at a weighted average exercise price of $ 5.99 per share, with a weighted average

remaining life of 6.9 years, were outstanding as of September 30, 2023.

remaining life of 7 years, were outstanding as of March 31, 2024.

Issued Pursuant to Debt Offering

July 1, 2023 , the Company issued warrants to purchase an aggregate total of 30,000 shares

of common stock at an exercise price of $ 6.00 per share to note holders in connection with the sale of senior secured promissory notes

in the aggregate principal amount of $ 170,000 to four accredited investors.

The proceeds received were allocated between the debt and

warrants on a relative fair value basis.

The aggregate estimated value of the warrants using the Black-Scholes Pricing Model, based on

a weighted average volatility rate of 54 % and a weighted average call option value of $ 3.8171 , was $ 114,513 , of which $ 46,090 was recognized

as finance expense during the nine months ended September 30, 2023.

As of September 30, 2023, there were no unamortized expenses expected

to be expensed over the remaining life of the outstanding debt, as the debt was repaid in full on June 16, 2023.

Underwriters’

Warrants Issued Pursuant to IPO

June 21, 2023, the Company issued warrants to purchase 82,110 shares at $ 7.20 per share, exercisable between December 18, 2023 and December

18, 2028, pursuant to the underwriters’ agreement.

The aggregate estimated value of the warrants using the Black-Scholes Pricing

Model, based on a weighted average volatility rate of 54 % and a weighted average call option value of $ 1.7981 , was $ 147,639 .

January 9, 2024 , the Company issued warrants to purchase an aggregate total of 100,000 shares

of common stock at an exercise price of $ 2.00 per share in connection with the sale of senior secured promissory notes to a group of

six investors led by Eagle Vision Fund LP, in the aggregate principal amount of $ 400,000 .

The proceeds received were allocated between

the debt and warrants on a relative fair value basis.

The relative aggregate estimated value of the warrants using the Black-Scholes

Pricing Model, based on a weighted average volatility rate of 40 % and a weighted average call option value of $ 0.5990 , was $ 8,861 , of

which $ 2,034 was recognized as finance expense during the three months ended March 31, 2024.

As of March 31, 2024, there was $ 6,827 of

unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

16 - Income Taxes

Company incurred a net operating loss for the nine months ended September 30, 2023, accordingly, no provision for income taxes has been

Company incurred a net operating loss for the three months ended March 31, 2024, accordingly, no provision for income taxes has been

In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets.

September 30, 2023, the Company had approximately $ 6.7 million of federal net operating losses.

The net operating loss carry forwards,

if not utilized, will begin to expire in 2041.

effective income tax rate for the nine months ended September 30, 2023 and 2022, was 21 %.

March 31, 2024, the Company had approximately $ 8.5 million of federal net operating losses.

The net operating loss carry forwards, if

not utilized, will begin to expire in 2041.

effective income tax rate for the three months ended March 31, 2024 and 2023, was 21 %.

Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740.

2 unchanged sentences

Accordingly, a valuation allowance has been recorded against the Federal

and state deferred tax assets as of September 30, 2023 and December 31, 2022.

and state deferred tax assets as of March 31, 2024 and December 31, 2023.

Additionally,

1 unchanged sentence

17 – Subsequent Events

The Company evaluates events that have

occurred after the balance sheet date through the date these financial statements were issued ,

noting no reportable event, except as follows:

Company evaluates events that have occurred after the

balance sheet date through the date these financial statements were issued , noting no reportable

event, except as follows:

Stock Issued for Services

November 1, 2023, the Company issued 24,478 shares under the 2022 Equity Plan, to its securities counsel for services performed.

aggregate fair value of the shares was $ 40,389 , based on the closing traded price of the common

stock on the date of grant .

October 26, 2023, the Company issued 12,500 shares, restricted in accordance with Rule 144, to a consultant for services performed.

aggregate fair value of the shares was $ 19,000 , based on the closing traded price of the common

stock on the date of grant .

October 24, 2023, the Company granted options to purchase an aggregate 42,500 shares of the Company’s common stock, having an exercise

price of $ 1.60 per share, exercisable over a 10 -year term, to a total of four employees.

The options will vest one-year from the date

May 1, 2024, the Company issued 4,766 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services

in lieu of cash.

The fair value of the shares was $ 11,438 , based on the closing traded price of

the common stock on the date of grant .

April 22, 2024, the Company issued 99,688 shares under the 2022 Equity Plan to its securities counsel for services performed.

value of the shares was $ 109,657 , based on the closing traded price of the common stock on the

date of grant .

April 15, 2024, the Company issued 22,500 shares of the Company’s common stock under the 2022 Equity Plan to PCG in satisfaction

of the subscriptions payable at March 31, 2024, as payment of shares for services in lieu of cash for the months of January, February,

and March 2024.

The aggregate fair value of the shares was $ 36,019 , based on the closing traded

price of the common stock on the dates of grant .

April 1, 2024, the Company issued 4,988 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services

in lieu of cash.

The fair value of the shares was $ 9,577 , based on the closing traded price of

the common stock on the date of grant .

TO THE CONDENSED FINANCIAL STATEMENTS

May 1, 2024, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of $ 2.40

per share, exercisable over a 10 -year term, to a new employee.

The options will vest monthly over three years from the date of grant.

April 16, 2024, the Company completed the sale of $ 225,000 of Senior Secured Promissory Notes, and Warrants to purchase an aggregate

of 56,250 shares of the Company’s common stock, to a group of seven investors pursuant to a First Amendment to Subscription Agreement

between the Company and the Investors dated as of April 16, 2024 (the “First Amendment”).

The First Amendment incorporates

and amends certain provisions of the Subscription Agreement, dated January 9, 2024, previously entered into by the Company and investors

that purchased Notes and Warrants from the Company on January 9, 2024 (the “January Investors”).

promissory notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control

(as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15 % per annum.

In addition, the promissory notes

are subject to covenants, events of defaults and other terms and conditions set forth in the subscription agreement.

The Company’s

obligations under the promissory notes are secured by liens on substantially all of the Company’s assets pursuant to the terms

of the Security Agreement entered into by the Company on January 9, 2024 in favor of holders of the promissory notes.

Warrant is exercisable for a ten -year period at an exercise price of $ 2.00 per share.

to the First Amendment, $ 10,000 of the proceeds received by the Company were used to pay legal fees of counsel to the Investors.

First Amendment also (i) increases the aggregate principal amount of promissory notes available to be sold from time to time under the

Subscription Agreement from $ 400,000

to $ 2,000,000 ,

(ii) increases the number of shares of common stock of the Company available to be issued under Warrants sold from time to time under

the Subscription Agreement from 100,000

(iii) provides for an aggregate one-time payment in the amount of $ 46,290

to the January Investors and the issuance to

them of Warrants to purchase 100,000

shares of common stock, in consideration of their

agreement to enter into the First Amendment, and (iv) provides for the payment of up to $ 80,000

to Eagle Vision with the proceeds of the promissory

notes to be issued by the Company at subsequent closings of sales of the promissory notes and warrants, in consideration of services

rendered and to be rendered by Eagle Vision to the Company and the Purchasers, including conducting due diligence with respect

to the Company, monitoring the performance by the Company of its obligations under the Senior Secured Notes, servicing the interest and

principal payments for purchasers, engaging in ongoing discussions with the Company’s management regarding the Company’s

operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the

Company, which services are to be provided by Eagle Vision until the Senior Secured Notes have been paid in full.

Peru Facility Lease

During the fourth quarter of 2023, our contract manufacturer

located in Peru became involved in a legal dispute with a third-party creditor, which resulted in that manufacturer suspending operations.

As a result of this dispute, we were not able to utilize our dehydration machine that was previously operated by this manufacturer, and

were required to shift fulfillment of orders to alternative manufacturing sources.

On May 10, 2024 we entered into a ten-year lease for

a 50,000 square-foot food processing plant located in Peru (the “Peru Facility”).

We expect to relocate our dehydration machine

to the Peru Facility along with a new large-scale machine we recently ordered form Enwave, and resume our Peruvian manufacturing operations

there in the third quarter of 2024.

The lease of the Peru Facility requires us to make monthly lease payments of $ 8,000 in the first two

years of the lease, $ 20,000 in the third year of the lease, $ 22,000 in the fourth year of the lease, $ 24,000 in the fourth year of the

lease, and $ 25,000 thereafter.

The lease also has a 10 -year renewal option, and a buy-out option under which we may purchase the Peru

Facility for $ 1,865,456 .

In connection with our lease of the Peru

Facility, we purchased a first position mortgage receivable in the amount of $ 1,267,000 , which is secured by the Peru Facility and was

owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $ 1,267,000 , of which $ 275,000 was paid by us

on May 10, 2024.

The remaining $ 992,000 will be due and payable by us on August 10, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements