What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2024-08-14 compared with 2024-05-14 · 567 added, 317 removed, 433 unchanged (67% of the section changed)

FINANCIAL STATEMENTS

BALANCE SHEETS

on inventory purchases

current assets

CONSOLIDATED BALANCE SHEETS

Current assets:

and equipment, net

and Stockholders’ Equity

payable, related parties

payable, current portion

payable, related parties, net of discounts

liability, current portion

Accounts receivable

Advances on inventory purchases

Other current assets

Total current assets

Property and equipment, net

Right-of-use asset

Note receivable

Liabilities and Stockholders’ Equity

Current liabilities:

payable, net of current portion

liability, net of current portion

Stockholders’

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

Accounts payable

Accrued expenses

Notes payable, current portion

Notes payable, related parties, net of discounts

Notes payable, current portion

Operating lease liability, current portion

Finance lease liability, current portion

Total current liabilities

Notes payable, net of current portion

Notes payable, related parties, net of discounts, net of current portion

Notes payable, net of current portion

Operating lease liability, net of current portion

Finance lease liability, net of current portion

Total Liabilities

Stockholders’ Equity:

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

no shares issued and outstanding

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

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

6,009,671 and 4,044,252 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

( 14,804,062 )

( 12,810,541 )

Stockholders’ Equity

Liabilities and Stockholders’ Equity

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

accompanying notes to financial statements.

STATEMENTS OF OPERATIONS

the Three Months Ended

of goods sold

profit (loss)

and administrative

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

For the Three Months Ended

For the Six Months Ended

Cost of goods sold

Gross profit (loss)

Operating expenses:

General and administrative

Salaries and wages

Professional fees

Total operating expenses

Operating loss

( 1,851,515 )

income (expense):

( 1,360,363 )

Other income (expense):

Interest income

Interest expense

Total other income (expense)

$ ( 942,554 )

$ ( 973,510 )

average common shares outstanding - basic and diluted

loss per common share - basic and diluted

$ ( 1,993,521 )

$ ( 1,750,603 )

Other comprehensive income:

Gain on foreign currency translation

Net other comprehensive income

$ ( 942,496 )

$ ( 973,510 )

$ ( 1,993,463 )

$ ( 1,750,603 )

Weighted average common shares outstanding - basic and diluted

Net loss per common share - basic and diluted

accompanying notes to financial statements.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended June 30, 2024

Preferred Stock

Subscriptions

Comprehensive

Stockholders’

December 31, 2023

Balance, March 31, 2024

$ ( 13,861,508 )

stock issued for services

options issued for services

stock warrants granted to note holders pursuant to debt financing

Common stock issued pursuant to secondary public offering

Common stock issued for services

Stock options issued for services

Common stock warrants granted to note holders pursuant to debt financing

Gain on foreign currency translation

Balance, June 30, 2024

$ ( 14,804,062 )

For the Three Months Ended June 30, 2023

Preferred Stock

Subscriptions

Comprehensive

Stockholders’

Balance, March 31, 2023

$ ( 9,661,924 )

March 31, 2024

$ ( 5,866,375 )

Common stock issued pursuant to initial public offering

Stock options issued for services

Common stock issued for debt conversions

Common stock warrants granted to note holders pursuant to debt financing

Balance, June 30, 2023

$ ( 10,635,434 )

For the Six Months Ended June 30, 2024

Preferred Stock

Subscriptions

Comprehensive

Stockholders’

December 31, 2022

Balance, December 31, 2023

$ ( 12,810,541 )

Common stock issued pursuant to secondary public offering

Common stock issued for services

Stock options issued for services

Common stock warrants granted to note holders pursuant to debt financing

Gain on foreign currency translation

( 1,993,521 )

Balance, June 30, 2024

$ ( 14,804,062 )

options issued for services

March 31, 2023

For the Six Months Ended June 30, 2023

Preferred Stock

Subscriptions

Comprehensive

Stockholders’

Balance, December 31, 2022

$ ( 8,884,831 )

2 unchanged sentences

$ ( 5,139,728 )

Common stock issued pursuant to initial public offering

Stock options issued for services

Common stock issued for debt conversions

Common stock warrants granted to note holders pursuant to debt financing

( 1,750,603 )

Balance, June 30, 2023

$ ( 10,635,434 )

accompanying notes to financial statements.

STATEMENTS OF CASH FLOWS

the Three Months Ended

flows from operating activities

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash flows from operating activities

$ ( 1,993,521 )

$ ( 1,750,603 )

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

Adjustments to reconcile net loss to

net cash used in operating activities:

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

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

Operating lease liability

Net cash used in operating activities

( 1,357,463 )

( 2,799,724 )

Cash flows from investing activities

Purchase of property and equipment

Payments received on notes receivable

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

Proceeds received on notes payable

Repayment of notes payable

( 2,420,000 )

Proceeds received on notes payable, related parties

Repayments on revolving line of credit

Principal payments on finance lease

Proceeds from sale of common stock

Net cash provided by financing activities

Effect of exchange rate changes on cash

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:

Relative fair value of warrants issued as a debt discount

Relative fair value of shares issued on debt conversions

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

accompanying notes to financial statements.

TO THE CONDENSED FINANCIAL STATEMENTS

TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 – Nature of Business and Significant Accounting Policies

9 unchanged sentences

of Accounting

accompanying unaudited condensed financial statements have been prepared by the Company in accordance with accounting principles generally

accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant

accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles

generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant

to the rules and regulations of the U.S.

3 unchanged sentences

In the opinion of the Company’s management,

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

nature) necessary to present fairly the financial position as of June 30, 2024, the results of operations for the three and six months

ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023.

The results of operations for the three

and six months ended June 30, 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 consolidated 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 10-K.

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

3 unchanged sentences

Actual results could differ from those estimates.

of Consolidation

accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control

and ownership at June 30, 2024:

Food Sucursal Peru (2)

company in the form of a corporation.

wholly-owned subsidiary of BranchOut Food Inc.

in the form of a branch.

consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above.

The Company’s headquarters

are located in Bend, Oregon.

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 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.

TO THE CONDENSED FINANCIAL STATEMENTS

shown in the accompanying condensed consolidated financial statements, as of June 30, 2024, the Company has incurred recurring losses

from operations resulting in an accumulated deficit of $ 14,804,062 , with working capital of $ 1,302,986 , which may not be sufficient

to sustain operations.

These factors raise substantial doubt about the Company’s ability to continue as a going concern.

Management is actively pursuing

new customers to increase revenues.

In addition, the Company is currently seeking additional sources of capital to fund short term operations.

is actively pursuing new customers to increase revenues.

In addition, the Company is currently seeking additional sources of capital

to fund short term operations.

Management believes these factors will contribute to achieving profitability.

The accompanying condensed financial statements do not

include any adjustments that might be necessary if the Company is unable to continue as a going concern.

These condensed financial statements

also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications

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

The accompanying condensed

consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going

These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification

of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue

as a going concern.

Delisting Notice

2 unchanged sentences

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.

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

to regain compliance with the Rule, which was accepted by Nasdaq on June 7, 2024, and provides us with an extension of 180 calendar days

from April 11, 2024 to regain compliance with the Rule.

Although our stockholders’ equity increased as a result of our recent

public and private equity offerings, we will not regain compliance with the Rule unless we effect additional sales of our equity securities

(including by the conversion or exercise, as applicable, of our outstanding convertible securities).

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 March 31, 2024 or

There were no cash equivalents on hand on June 30, 2024 or

December 31, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

in Excess of FDIC Insured Limits

3 unchanged sentences

The Company had $ 686,055 and

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

$ 407,789 in excess of FDIC insured limits on June 30, 2024 and December 31, 2023, respectively, and has not experienced any losses in

such accounts.

3 unchanged sentences

The Company had no allowance for doubtful accounts

on March 31, 2024 or December 31, 2023.

on June 30, 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 March 31, 2024 and December 31, 2023:

valuation method, and consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Inventory

Raw materials

Finished goods

Total inventory

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

Company had prepaid inventory advances on product in the amount of $ 866,244 as of June 30, 2024.

Advances of 70 % of estimated finished

2 unchanged sentences

finished product costs are paid upon receipt of finished goods.

TO THE CONDENSED FINANCIAL STATEMENTS

and Equipment

4 unchanged sentences

Schedule of Estimated Useful Lives

and machinery

Office equipment

Furniture and fixtures

Equipment and machinery

and maintenance expenditures are charged to operations as incurred.

18 unchanged sentences

internally developed trademarks.

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

TO THE CONDENSED FINANCIAL STATEMENTS

The Company is party to a license agreement under which it is licensed to utilize certain technology and production equipment

developed and manufactured by another company relating to avocado products.

36 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 months

ended March 31, 2024 and 2023:

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

six months ended June 2024 and 2023:

Schedule of Revenue

the Three Months Ended

For the Three Months Ended

For the Six Months Ended

slotting, discounts, and allowances

2 unchanged sentences

include purchase costs, product development, freight-in, packaging, and print production costs .

TO THE CONDENSED FINANCIAL STATEMENTS

Company expenses the cost of advertising and promotions as incurred.

Advertising and promotions expense was $ 98,204 and $ 62,360 for the

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

six months ended June 30, 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 $ 525,978 and $ 50,446 for the three months ended March 31, 2024 and 2023, respectively.

Company issued stock-based compensation in the amount of $ 684,220 and $ 68,492 for the six months ended June 30, 2024 and 2023, respectively.

Accounting Pronouncements

23 unchanged sentences

2 – Related Party Transactions

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

various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $ 1,675,000

of Senior Secured Promissory Notes (“Senior Notes”) and Warrants (“Warrants”) to purchase an aggregate of 518,750

shares of the Company’s common stock, to a group of Investors (“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

to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $ 177,500 upon the closing of the transactions

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

2 unchanged sentences

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

full, and an aggregate $ 35,000 of legal fees was paid to Investors’ counsel.

Notes mature on the earlier of December 31, 2025 (after giving effect to the amendment discussed in Note 15), 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.

4 unchanged sentences

between the Company and the Investors.

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

Warrant is exercisable for a ten-year period at an exercise price of $ 1.00

per share (after giving effect to the amendment discussed in Note 15).

Stock Options Issued for Services

8 unchanged sentences

vested immediately.

3 – Formation of Subsidiary

On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, under the form of a legal entity called a Branch, for

the purpose of establishing a production facility.

On May 10, 2024, the Company entered into a ten-year lease for a 50,000 square-foot

food processing plant located in the province of Pisca, Peru.

The Company has started to purchase equipment and intends to develop this

facility into a production plant, which is expected to be operational in October of 2024.

4 – Fair Value of Financial Instruments

17 unchanged sentences

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 March

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

30, 2024 and December 31, 2023:

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

Value Measurements at March 31, 2024

Fair Value Measurements at June 30, 2024

Right-of-use-asset

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

Value Measurements at December 31, 2023

Notes receivable

Notes payable

Notes payable, related parties, net of $ 247,530 of discounts

Lease liabilities

Total liabilities

Total assets and liabilities

( 1,582,302 )

Fair 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,

Notes receivable

Notes payable

Lease liability

Total liabilities

Total assets and liabilities

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 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 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.

the six months ended June 30, 2024, one customer accounted for 99 % of net revenue and 91 % of accounts receivable at the end of the period,

and for the six months ended June 30, 2023, two customers accounted for 78 % of net revenue and 74 % of accounts receivable at the end

of the period.

6 – Other Current Assets

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

current assets consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

insurance costs

advertising and trade show fees

professional fees & license fees

other current assets

Prepaid insurance costs

Prepaid advertising and trade show fees

Prepaid professional fees & license fees

Interest receivable

Total other current assets

TO THE CONDENSED FINANCIAL STATEMENTS

7 – Property and Equipment

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

and equipment as of June 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

and machinery

Equipment and machinery

Accumulated depreciation

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.

Total property and equipment, net

of property and equipment was $ 112,671 and $ 111,581 for the six months ended June 30, 2024 and 2023, respectively.

8 – Other Asset

May 10, 2024, in connection with the lease of the Company’s Peru Facility, the Company paid $ 275,000 toward the purchase of 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 .

The remaining $ 992,000 was due and payable on August 10,

2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until

a later date, to be determined.

9 – Notes Receivable

13 unchanged sentences

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

As of June 30,

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

1 unchanged sentence

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 June 30, 2024, a total of $ 399,917 was outstanding from Nanuva, consisting of $ 374,728 of principal and $ 25,189 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

4 unchanged sentences

Summary of Nanuva’s Exclusive Distributor in Territories

Minimum Volume

(Kg/month)(“MOQ”)

(except Chile)

America (Canada and USA)

Avocado Powder

Worldwide (except Chile)

Avocado Snacks

North America (Canada and USA)

Avocado Chips

Other Powders

No Exclusivity

10 – Accrued Expenses

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

expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

payroll and taxes

accrued expenses

Accrued payroll and taxes

Accrued interest

Accrued chargebacks

Total accrued expenses

TO THE CONDENSED FINANCIAL STATEMENTS

18 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 March 31, 2024

The principal balance of the EIDL Loan was $ 34,500 as of June 30, 2024

and December 31, 2023.

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

payable consists of the following as of June 30, 2024 and December 31, 2023:

Schedule of Notes Payable

notes payable

Total notes payable

current maturities

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.

Notes payable, less current maturities

Company recognized $ 903 and $ 195,620 of interest expense on notes payable for the six months ended June 30, 2024 and 2023, respectively.

12 – 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.

the period of May 14, 2024 through May 22, 2024, the Company completed the sale of an aggregate of

$ 1,050,000 of Senior Notes, and Warrants to purchase an aggregate

of 262,500 shares of the Company’s common stock, to a group of Investors led by Eagle Vision, an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer.

The sales were

effected pursuant to a Subscription Agreement, dated January 10, 2024, between the Company and the investors in the Senior Notes, as

amended by an amendment (“First Amendment”) to the Subscription Agreement dated as of April 16, 2024 (as so amended, the

“Subscription Agreement”).

Senior 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 Senior 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 the Security

Agreement entered into by the Company on January 10, 2024 in favor of holders of the Senior Notes (the “Security Agreement”).

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

April 16, 2024, the Company completed the sale of $ 225,000 of Senior 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 the Subscription Agreement between

the Company and the Investors dated as of April 16, 2024.

The First Amendment incorporates and amends certain provisions of the Subscription

Agreement, dated January 10, 2024, previously entered into by the Company and investors that purchased Notes and Warrants from the Company

on January 10, 2024 (the “January Investors”).

TO THE CONDENSED FINANCIAL STATEMENTS

First Amendment also (i) increased the aggregate principal amount of the Senior Notes available to be sold from time to time under

the Subscription Agreement from $ 400,000

to $ 2,000,000 ,

(ii) increased 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) provided for the payment of

up to $ 80,000

to Eagle Vision Fund with the proceeds of Senior Notes to be issued by the Company at subsequent closings of sales of Senior Notes

and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Notes while the Notes are

outstanding, including acting as collateral agent and due diligence and collateral monitoring services.

January 9, 2024, the Company completed the sale of $ 400,000 of Senior Notes and Warrants to purchase an aggregate of 100,000 shares of

the Company’s common stock, to a group of six Investors led by Eagle Vision, pursuant to a Subscription Agreement between the Company

and the Investors.

accordance with ASC 470, the Company recorded total discounts of $ 339,698 , including $ 80,908 on the relative fair value of the Warrants,

incurred as of March 31, 2024.

incurred as of June 30, 2024.

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

1 unchanged sentence

The Company recorded an aggregate $ 92,168 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

six months ended June 30, 2024.

As of June 30, 2024, there were $ 247,530 of unamortized expenses expected to be expensed over the remaining

life of the outstanding debt.

Vision has been paid aggregate cash fees in the amount of $ 177,500 from the sales of the Senior Notes in consideration of services rendered

and to be rendered by Eagle Vision to the Company and the holders of the Senior Notes, including for conducting due diligence with respect

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

payments for holders of the Senior Notes, 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

The Company has also paid an aggregate of $ 35,000 of the investors’ legal fees from sales of the Senior Notes.

date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has

issued an aggregate $ 1,675,000 of principal pursuant to the Senior Notes, and Warrants to purchase an aggregate 518,750 shares of common

Company recognized $ 146,798 of interest expense on notes payable, related parties for the six months ended June 30, 2024, consisting

of $ 54,630 of stated interest expense, $ 71,718 of amortized debt discounts and $ 20,450 of amortized debt discounts due to warrants.

TO THE CONDENSED FINANCIAL STATEMENTS

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

Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

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

Interest on convertible notes payable, related parties

Interest on convertible notes payable

Interest on notes payable

Interest on notes payable, related parties

Interest on notes payable

Amortization of debt discounts on related party notes

Amortization of debt discounts on related party notes, warrants

Amortization of debt discounts

Interest on revolving line of credit

Finance charge on letter of credit

Interest on credit cards

Total interest expense

TO THE CONDENSED FINANCIAL STATEMENTS

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

5 unchanged sentences

date in determining the present value of lease payments.

Facility Lease

May 10, 2024, the Company entered into a ten-year lease for a 50,000 square-foot food processing plant located in Peru (the “Peru

The Company intends to develop the Peru Facility into a production plant, which is expected to be operational in October

The lease of the Peru Facility requires 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.

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 .

connection with the lease of the Peru Facility, the Company entered into 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 was due and payable on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until

a later date, to be determined.

components of lease expense were as follows:

Schedule of Components of Lease Expenses

the Three Months Ended

of right-of-use asset

on lease liability

For the Six Months Ended

Operating lease cost:

Amortization of right-of-use asset

Interest on lease liability

Total operating lease cost

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

portion of finance lease liability

finance lease liability

average remaining lease term:

average discount rate:

Operating lease:

Operating lease assets

Current portion of operating lease liability

Noncurrent operating lease liability

Total operating lease liability

Finance lease:

Finance lease assets

Current portion of finance lease liability

Noncurrent finance lease liability

Total finance lease liability

Weighted average remaining lease term:

Operating lease

Finance lease

Weighted average discount rate:

Operating lease

Finance lease

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

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:

For the Six Months Ended

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

Operating cash flows used for operating leases

Finance cash flows used for finance leases

Leased assets obtained in exchange for lease liabilities:

Total operating lease liabilities

Total finance lease liabilities

future minimum lease payments due under operating leases as of June 30, 2024 is as follows:

of Future Minimum Operating Lease Payments

Minimum Lease

2024 (for the six months remaining)

Total minimum lease payments

Less effects of discounting

Lease liability recognized

Less current portion

Long-term operating lease liability

future minimum lease payments due under finance leases as of June 30, 2024 is as follows:

Schedule of Future Minimum Lease Payments

(for the nine months remaining)

effects of discounting

liability recognized

Minimum Lease

2024 (for the six months remaining)

Total minimum lease payments

Less effects of discounting

Lease liability recognized

Less current portion

Long-term finance lease liability

TO THE CONDENSED FINANCIAL STATEMENTS

14 – Commitments and Contingencies

5 unchanged sentences

a loss related to a certain matter is both probable and reasonably estimable.

There are currently no pending legal matters.

Company leases a 50,000 square-foot food processing plant located in Peru, within the province of Pisco.

The lease of this facility requires

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 carries a 10 -year term, with a 10 -year renewal

option, and a buy-out option under which the Company may purchase the facility for $ 1,865,456 .

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

4 unchanged sentences

facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026.

May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed

to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate

vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”).

The License Agreement

entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave

Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding

taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado

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

Schedule of Maturity of Annual Royalty

* The unrecognized

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

May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave

licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture

and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”).

License Agreement was amended on October 26, 2022, September 27, 2023 and May 23, 2024, to, among other things, modify the

exclusivity retention royalty payments required to be paid by the Company.

The License Agreement entitles EnWave to a fixed royalty

percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or

volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time

of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products.

to maintain the exclusivity, the Company must make annual royalty minimum payments to EnWave of $ 250,000

per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain

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

17 unchanged sentences

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

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

As of June 30, 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 March 31, 2024, a total of 4,121,346 shares of common

As of June 30, 2024, a total of 6,009,671 shares of common

stock had been issued.

Each holder of common stock is entitled to one vote for each share of common stock held .

June 26, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Alexander Capital,

as the Representative of the underwriters named therein (the “Representative” and such other Underwriters, the

“Underwriters”), relating to the issuance and sale by the Company to the Underwriters (the “Public

Offering”) of 1,750,000 Shares

(the “Shares”) of common stock at a price to the public of $ 0.80 per

share, less underwriting discounts and commissions.

Pursuant to the Underwriting Agreement, the Representative was granted an option

(the “Over-Allotment Option”), for a period of 45 days, to purchase from the Company up to 262,500 additional

shares of Common Stock, at the same price per share, to cover over-allotments, if any.

to the Underwriting Agreement, the Company agreed to an 8.0 % underwriting discount on the gross proceeds received by the Company for

the Shares, in addition to reimbursement of certain expenses, made customary representations, warranties and covenants concerning the

Company, and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act.

addition, the officers and directors of the Company have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common

Stock, the Company’s common stock, or securities convertible into, or exercisable or exchangeable for, shares of Common Stock,

during the six-month period following the date of the Prospectus, and the Company agreed that it will not issue or announce the issuance

or proposed issuance of any shares of Common Stock or common stock equivalents for a period of six months following the date of the Prospectus,

other than certain exempt issuances.

Offering closed on June 28, 2024.

The Company received net proceeds from the Offering of $ 1,000,925 after deducting the underwriting

discounts and commissions and offering expenses.

Stock Issued for Services

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.

June 1, 2024, the Company issued 6,383

shares of the Company’s common stock under the 2022 Omnibus Equity Incentive Plan (the “2022 Equity Plan”) to PCG

Advisory, Inc.

(“PCG”) as payment for services in lieu of cash.

The fair value of the shares was $ 9,819 ,

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

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 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 .

February 19, 2024, the Company issued 16,836 shares under the Company’s 2022 Equity Plan to its securities counsel for services performed.

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

3 unchanged sentences

the date of grant .

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

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

January 5, 2024, the Company retained 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

2 unchanged sentences

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

The shares were subsequently issued on April 15, 2024 under the 2022 Equity Plan.

TO THE CONDENSED FINANCIAL STATEMENTS

16 – Common Stock Options

7 unchanged sentences

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.

increases under the plan, resulting in 1,009,000 reserved shares as of June 30, 2024.

There were 593,470 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 June 30, 2024.

Stock Options Issued for Services

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.

The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41 % and a call option value of $ 1.1806 ,

was $ 35,419 .

The options are being expensed over the vesting period, resulting in $ 1,968 of stock-based compensation expense during the

six months ended June 30, 2024.

As of June 30, 2024, a total of $ 33,451 of unamortized expenses are expected to be expensed over the

vesting period.

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

9 unchanged sentences

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

TO THE CONDENSED FINANCIAL STATEMENTS

17 – Common Stock Warrants

to purchase a total of 1,096,626 shares of common stock at a weighted average exercise price of $ 4.01 per share, with a weighted average

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

remaining life of approximately 7.75 years, were outstanding as of June 30, 2024.

June 28, 2024, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase

Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning

on December 23, 2024 (the date that is 180 days following the commencement of sales of Common Stock in connection with the Offering (the

“Commencement Date”)) until June 26, 2029.

The initial exercise price of the Representative’s Warrant is $ 0.96 per

share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition of such

warrant for a period of one hundred eighty (180) days following the Commencement Date.

In addition, the Representative’s Warrant

contains “piggy-back” registration rights with respect to the shares underlying such warrant, and limits the number of shares

issuable upon its exercise to 4.99% / 9.99% of the outstanding shares of Common Stock, as applicable .

Issued Pursuant to Debt Offering

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.

various dates from January 9, 2024 through May 22, 2024 , the Company issued Warrants to

purchase an aggregate total of 518,750 shares of common stock at an exercise price of $ 2.00 per share in connection with the sale of

Senior Notes to a group of Investors led by Eagle Vision, in the aggregate principal amount of $ 1,675,000 .

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 $ 0.1560 , was $ 80,908 , of which $ 20,450 was recognized as finance expense during the six months ended June 30, 2024.

of June 30, 2024, there was $ 60,458 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

TO THE CONDENSED FINANCIAL STATEMENTS

18 - Income Taxes

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

Company incurred a net operating loss for the six months ended June 30, 2024, accordingly, no provision for income taxes has been recorded.

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

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 %.

On June 30, 2024,

the Company had approximately $ 9.2 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 six months ended June 30, 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 March 31, 2024 and December 31, 2023.

and state deferred tax assets as of June 30, 2024 and December 31, 2023.

Additionally,

4 unchanged sentences

event, except as follows:

Stock Issued for Services

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 .

July 19, 2024, the Underwriters exercised their Over-Allotment Option to purchase 222,500 shares of common stock at a price of $ 0.80

The Company received net proceeds $ 163,760 , after deducting $ 14,240 of underwriting commissions.

Offering Sale of Common Stock and Warrants

July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three related parties,

consisting of Eric Healy, the Company’s Chief Executive Officer;

an affiliate of John Dalfonsi, the Company’s Chief Financial

and the Company’s President, pursuant to which such investors agreed to purchase $ 525,000 of “Units” from

the Company, each Unit consisting of (i) 100 shares of Common Stock, and (ii) a warrant to purchase 125 shares of Common Stock over the

following ten years at an exercise price of $ 1.00 per share, at a purchase price per Unit equal to $ 75.82 .

The Company completed the

sale of the Units to Eric Healy and the Company’s President on July 23, 2024, resulting in the issuance of an aggregate of 560,538

shares of Common Stock and warrants to purchase 700,672 shares of Common Stock.

Dalfonsi has not yet closed his purchase.

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.

Note Financing

July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

Kaufman, pursuant

Kaufman agreed to purchase from the Company, in a private placement (i) a 12 % Senior Secured Convertible Promissory Note

in the principal amount of up to $ 3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common

stock, par value $ 0.001 per share (“Common Stock”) at a fixed price of $ 0.7582 per share of Common Stock, a (ii) a warrant

to purchase 1,000,000 shares of Common Stock at an exercise price of $ 1.00 per share (the “$1.00 Warrant”), and (iii) a warrant

to purchase 500,000 shares of Common Stock at an exercise price of $ 1.50 per share (the “$1.50 Warrant” and, together with

the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration

of an initial loan in the principal amount of $ 2,000,000 (the “Initial Loan”) to be made to the Company under the Convertible

Note on the “Initial Closing Date” (as defined in the SPA), subject to the terms and conditions thereof.

On July 19, 2024,

the Company, Mr.

Kaufman and Kaufman Kapital LLC entered into an amendment to the SPA (the “SPA Amendment”), which among

other things, replaced Mr.

Kaufman with Kaufman Kapital LLC as the “Investor” under the SPA.

July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to

Convertible Note matures on the earlier of (i) December 31, 2025 , (ii) the sale by the Company of $ 5,000,000 of equity or debt securities

in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change

of control transaction as provided in the Convertible Note.

Loans outstanding under the Convertible Note bear interest at an initial

rate of 12 % per annum, and together with accrued principal are convertible into Common Stock, provided that the holder may not convert

amounts outstanding under the Convertible Note into Common Stock, and the Warrants may not be exercised, until the Company has obtained

the approval of its shareholders for such conversion in accordance with Listing Rule 5635(b) and 5635(d) of The Nasdaq Stock Market,

Inc., as applicable, to the extent that, at such time, such approval is required under such Listing Rules for such conversion.

Company’s obligations under the Convertible Note are secured by a lien granted to the Investor on substantially all of the Company’s

assets pursuant to a Security Agreement entered between the Company and the Investor (the “Security Agreement”).

the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions

of this nature.

of Senior Notes and Warrants

connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment

to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant

to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $ 2.00 to $ 1.00 , (ii) the

outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further

extension in the event the maturity date of the Convertible Note is extended), (iii) the Company’s obligation to make payments

of principal under the Senior Notes held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the

Company under such Senior Notes will be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations

under the Convertible Note and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the

Senior Notes held by the Holders and liens granted to the holders thereof.

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