What changed in this filing

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Item 1. Financial Statements

2024-11-14 compared with 2024-08-14 · 634 added, 385 removed, 615 unchanged (62% of the section changed)

4 unchanged sentences

Advances on inventory purchases

Other current assets

current assets

Total current assets

Property and equipment, net

Right-of-use asset

Right-of-use assets

Note receivable

Liabilities and Stockholders’ Equity

Liabilities and Stockholders’

Current liabilities:

1 unchanged sentence

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

Notes payable, current

Notes payable, related

Notes payable, current

Operating lease liability,

current portion

lease liability, current portion

Total current liabilities

Notes payable, net of current portion

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

Convertible notes payable, related parties,

net of discounts, net of current portion

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

Finance lease liability,

net of current portion

Total Liabilities

Stockholders’ Equity:

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

Preferred 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;

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

Common stock, $ 0.001 par

value, 80,000,000 shares authorized;

6,924,600 and 4,044,252 shares issued and outstanding at September 30, 2024 and December 31,

2023, respectively

Additional paid-in capital

Accumulated other comprehensive income

Accumulated deficit

Accumulated other comprehensive

( 16,074,867 )

( 12,810,541 )

Total Stockholders’ Equity

Total Liabilities and Stockholders’ Equity

Total Stockholders’

Total Liabilities and

Stockholders’ Equity

accompanying notes to financial statements.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

Cost of goods sold

Gross profit (loss)

profit (loss)

Operating expenses:

1 unchanged sentence

Salaries and wages

Professional fees

Total operating expenses

operating expenses

Operating loss

3 unchanged sentences

Interest income

Interest expense

Total other income (expense)

other income (expense)

$ ( 1,270,805 )

2 unchanged sentences

$ ( 2,456,596 )

Other comprehensive income:

Gain on foreign currency translation

Net other comprehensive income

Other comprehensive loss:

on foreign currency translation

Net other comprehensive

$ ( 1,272,657 )

2 unchanged sentences

$ ( 2,456,596 )

Weighted average common shares outstanding - basic and diluted

Net loss per common share - basic and diluted

Weighted average common

shares outstanding - basic and diluted

Net loss per common

share - basic and diluted

accompanying notes to financial statements.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended June 30, 2024

Preferred Stock

the Three Months Ended September 30, 2024

Subscriptions

1 unchanged sentence

Stockholders’

Balance, March 31, 2024

Balance, June 30, 2024

$ ( 14,804,062 )

Common stock issued pursuant to secondary public offering

Common stock issued for services

Common stock issued pursuant to secondary public

Common stock units sold to executives

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

Common stock warrants granted to note holders

pursuant to debt financing

Amended warrants

Loss on foreign currency translation

( 1,270,805 )

For the Three Months Ended June 30, 2023

Preferred Stock

( 1,270,805 )

Balance, September 30, 2024

$ ( 16,074,867 )

the Three Months Ended September 30, 2023

Subscriptions

1 unchanged sentence

Stockholders’

Balance, March 31, 2023

$ ( 9,661,924 )

Balance, June 30, 2023

$ ( 10,635,434 )

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

Balance, June 30, 2023

Balance, September 30, 2023

$ ( 11,341,427 )

For the Six Months Ended June 30, 2024

Preferred Stock

the Nine Months Ended September 30, 2024

Subscriptions

3 unchanged sentences

$ ( 12,810,541 )

Common stock issued pursuant to secondary public offering

Common stock issued pursuant to secondary public

Common stock units sold to executives

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

Common stock warrants granted to note holders

pursuant to debt financing

Amended warrants

Loss on foreign currency translation

( 3,264,326 )

Balance, June 30, 2024

Balance, September 30, 2024

$ ( 16,074,867 )

For the Six Months Ended June 30, 2023

Preferred Stock

the Nine Months Ended September 30, 2023

Subscriptions

6 unchanged sentences

$ ( 5,139,728 )

Common stock issued pursuant to initial public offering

Common stock issued pursuant to initial public

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

Common stock warrants granted to note holders

pursuant to debt financing

( 2,456,596 )

Balance, June 30, 2023

Balance, September 30, 2023

$ ( 11,341,427 )

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

Cash flows from operating activities

For the Nine Months Ended

Cash flows from operating

$ ( 3,264,326 )

$ ( 2,456,596 )

Adjustments to reconcile net loss to

net cash used in operating activities:

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

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

Decrease (increase) in assets:

Common stock issued for

Options and warrants issued

Amended warrants

Decrease (increase) in

Accounts receivable

2 unchanged sentences

Right-of-use asset

Increase (decrease) in liabilities:

Increase (decrease) in

Accounts payable

Accounts payable, related parties

Accounts payable, related

Accrued expenses

Operating lease liability

Net cash used in operating activities

lease liability

cash used in operating activities

( 3,259,049 )

( 3,258,248 )

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

Cash flows from investing

Purchase of property and

( 2,120,337 )

received on notes receivable

Net cash used in investing

( 2,095,691 )

Cash flows from financing

Payment of deferred offering

Proceeds received on convertible

notes payable, related parties

Proceeds received on convertible

notes payable, unrelated parties

Proceeds received on notes

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

Proceeds received on notes

payable, related parties

Repayment of notes payable,

related parties

Repayments on revolving

line of credit

Principal payments on finance

from sale of common stock

Net cash provided by financing

of exchange rate changes on cash

Net increase in cash

Cash and restricted cash - beginning of period

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

purchased with debt financing

fair value of warrants issued as a debt discount

fair value of shares issued on debt conversions

recognition of right-of-use assets and lease liabilities

accompanying notes to financial statements.

1 unchanged sentence

1 – Nature of Business and Significant Accounting Policies

(“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated

as Avochips Inc.

in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2,

On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation.

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 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

(“BranchOut,” the “Company,” “we,” “our” or “us”) was

incorporated as Avochips Inc.

in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company,

on November 2, 2017.

On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc.,

a Nevada corporation.

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

and vegetable snacks and powders.

On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, in the form of a legal

entity called a branch, for the purpose of operating a 50,000

square-foot food processing plant in Pisca, Peru (the “Peru Facility”).

The Company began manufacturing

products at the Peru F acility in October, 2024.

The Company also purchases inventory

from contract manufacturers based in South America and North America.

The Company’s

products are produced using a new proprietary dehydration technology that the Company licenses from a third party .

Company’s customers are primarily located throughout the United States.

of Accounting

7 unchanged sentences

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.

nature) necessary to present fairly the financial position as of September 30, 2024, the results of operations for the three and nine

months ended September 30, 2024 and 2023, and cash flows for the nine months ended September 30, 2024 and 2023.

The results of operations

for the three and nine months ended September 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.

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

4 unchanged sentences

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

and ownership at June 30, 2024:

and ownership at September 30, 2024:

Food Sucursal Peru (2)

10 unchanged sentences

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.

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

from operations resulting in an accumulated deficit of $ 16,074,867 , with working capital of $ 702,541 , which may not be sufficient to

sustain operations.

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

8 unchanged sentences

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, 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

23 unchanged sentences

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

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

December 31, 2023.

There were no cash equivalents on hand on September 30, 2024

or December 31, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

4 unchanged sentences

The Company had $ 631,973 and

$ 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.

$ 407,789 in excess of FDIC insured limits on September 30, 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 June 30, 2024 or December 31, 2023.

on September 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

contract-manufacturers in Chile and/or Peru.

The Company’s contract manufacturer in Peru uses equipment purchased by the Company

in its manufacturing process.

Raw materials consist of packaging materials.

3 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 June 30, 2024 and December 31, 2023:

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

Schedule of Inventory

September 30,

Raw materials

Finished goods

Total inventory

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

Company had prepaid inventory advances on product in the amount of $ 337,945 as of September 30, 2024.

Advances of 70 % of estimated finished

32 unchanged sentences

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.

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.

The license is not discernible from the equipment;

the license costs have been capitalized and depreciated over the useful life of the equipment.

The license agreement also entitles the

licensor to a royalty on all revenue from the sale of products produced using the equipment.

These royalties are recognized as royalty

expenses as the products are sold.

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.

therefore, the license

costs have been capitalized and depreciated over the useful life of the equipment.

The license agreement also entitles the licensor to

a royalty on all revenue from the sale of products produced using the equipment.

These royalties are recognized as royalty expenses as

the products are sold.

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.

See Note 15, below.

37 unchanged sentences

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:

nine months ended September 2024 and 2023:

Schedule of Revenue

For the Three Months Ended

For the Six Months Ended

slotting, discounts, and allowances

For the Nine Months Ended

slotting, discounts,

and allowances

of Goods Sold

3 unchanged sentences

Company expenses the cost of advertising and promotions as incurred.

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

six months ended June 30, 2024 and 2023, respectively.

Advertising and promotions expense was $ 223,801 and $ 105,402 for

the nine months ended September 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 $ 684,220 and $ 68,492 for the six months ended June 30, 2024 and 2023, respectively.

Company incurred stock-based compensation of $ 698,785 and $ 179,389 for the nine months ended September 30, 2024 and 2023,

respectively.

Accounting Pronouncements

23 unchanged sentences

2 – Related Party Transactions

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

Convertible Note

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

pursuant to which Mr.

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 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, subject to the terms and conditions thereof.

July 19, 2024, the Company, Mr.

Kaufman and Kaufman Kapital LLC (“Kaufman Kapital”) entered into an amendment to the SPA, which among other things, replaced Mr.

Kaufman with Kaufman Kapital 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.

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.

Promissory Note

August 30, 2024, the Company borrowed $ 1,200,000

from Kaufman Kapital pursuant to a Senior

Secured Promissory Note in the principal amount of $ 1,200,000

(the “Note”) issued by the Company

to Kaufman Kapital.

The Note matures on the earlier of (i) December

31, 2024 , or (ii) the funding by Kaufman Kapital

of an additional loan to the Company in the amount of $ 1,400,000

under the Convertible Note.

The loan under the

Note bears interest at a rate of 15 %

The Company’s obligations under the Note are secured by a lien on substantially all of the Company’s

assets pursuant to the Security Agreement.

In addition, the Note includes affirmative and negative covenants,

events of defaults and other terms and conditions, customary in transactions of this nature.

Vision Promissory Notes

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.

The amendment warrants resulted in $ 89,949 of additional interest expense.

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 Investors.

TO THE CONDENSED FINANCIAL STATEMENTS

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

5 unchanged sentences

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.

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 $ 1.00

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

Notes mature on the earlier of December

31, 2025 , 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 %

In addition, the Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription

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 $ 1.00 per share.

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;

Eagle Vision, an affiliate of John Dalfonsi, the

Company’s Chief Financial Officer;

and the Company’s President, pursuant to which such investors agreed to purchase

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, and the sale of the

Units to Eagle Vision on August 30, 2024, resulting in the issuance of an aggregate of 692,429

shares of common stock and warrants to purchase 865,536

shares of common stock.

Stock Options Issued for Services

9 unchanged sentences

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.

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

of operating the 50,000

square-foot Peru Facility.

The Company began manufacturing products at the Peru Facility 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 June

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

30, 2024 and December 31, 2023:

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

Fair Value Measurements at June 30, 2024

Right-of-use-asset

Value Measurements at September 30, 2024

Right-of-use-assets

Notes receivable

Convertible notes payable, net of $ 83,371 of

Notes payable

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

Notes payable, related parties, net of $ 109,655

Lease liabilities

Total liabilities

Total assets and liabilities

( 2,699,761 )

Fair Value Measurements at December 31, 2023

( 1,980,718 )

Value Measurements at December 31, 2023

Right-of-use-asset

2 unchanged sentences

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,

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

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 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.

the nine months ended September 30, 2024, two customers accounted for 99 % of net revenue and 97 % of accounts receivable at the end of

the period, and for the nine months ended September 30, 2023, two customers accounted for 87 % of net revenue and 79 % of accounts receivable

at the end of the period.

6 – Other Current Assets

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

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

Schedule of Other Current Assets

September 30,

Prepaid insurance costs

1 unchanged sentence

Prepaid professional fees & license fees

Prepaid software service

Interest receivable

Total other current assets

Refund receivable

other current assets

TO THE CONDENSED FINANCIAL STATEMENTS

7 – Property and Equipment

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

Schedule of Property and Equipment

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

of Property and Equipment

September 30,

Equipment and machinery

Accumulated depreciation

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 .

property and equipment, net

of property and equipment was $ 173,285 and $ 167,520 for the nine months ended September 30, 2024 and 2023, respectively.

8 – Other Assets

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

of Other Assets

September 30,

Deposit on first

position mortgage (1)

receivable (2)

other current assets

(1) On 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,

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

a later date, to be determined.

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

be determined.

(2) VAT tax receivable is

comprised of taxes that were paid as the Company imported equipment and raw materials into Peru.

These taxes will be refunded as

inventory is exported, or if equipment is exported for any unforeseeable reason.

9 – Notes Receivable

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

As of June 30,

As of September

30, 2024, a total of $ 140,018 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $ 140,018 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 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 September 30, 2024, a total of $ 388,000 was outstanding from Nanuva, consisting of $ 359,982 of principal and $ 28,018 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

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as Nanuva’s exclusive distributor in the following territories:

Summary of Nanuva’s Exclusive Distributor in Territories

of Nanuva’s Exclusive Distributor in Territories

Minimum Volume

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10 – Accrued Expenses

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

Schedule of Accrued Expenses

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

of Accrued Expenses

September 30,

Accrued payroll and taxes

3 unchanged sentences

TO THE CONDENSED FINANCIAL STATEMENTS

11 – Convertible Notes Payable, Related Parties

discussed in further detail in Note 2, on July 24, 2024, the Company issued to Kaufman Kapital in a private placement, (i) a 12 %

Senior Secured Convertible Promissory Note in the principal amount of up to $ 3,400,000 ,

a (ii) a warrant to purchase 1,000,000

shares of common stock at an exercise price of

per share, and (iii) a warrant to purchase 500,000

shares of common stock at an exercise price of

per share, in consideration of an initial loan

in the principal amount of $ 2,000,000

the Company under the Convertible Note.

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.

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 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.

Company recognized $ 57,957 of interest expense on convertible notes payable, related parties for the nine months ended September 30,

2024, consisting of $ 45,370 of stated interest expense, $ 9,838 of amortized debt discounts and $ 2,749 of amortized debt discounts due

12 – Notes Payable

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

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

of Notes Payable

September 30,

On May 22, 2023, the Company

entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a

used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”).

Cash payments of $500,000 were paid towards

the $1,000,000 purchase price on the EnWave Machine, while the $500,000 balance due is to be paid in twelve (12) monthly installments

of $44,424, bearing interest 12% per annum, commencing August 1, 2024.

On May 22, 2023, the Company

entered into an equipment purchase agreement with the EnWave Corporation (“EnWave”), for the purchase of a

used 100kW Rev vacuum microwave dehydration machine (the “EnWave Machine”).

Cash payments of $ 500,000 were paid towards

the $ 1,000,000 purchase price on the EnWave Machine, while the $ 500,000 balance due is to be paid in twelve (12) monthly installments

of $ 44,424 , bearing interest 12 % per annum, commencing August 1, 2024.

On 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”),

as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of

the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $ 34,500 Promissory Note

issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest

at 3.75 % per annum.

In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020,

between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets.

Under the EIDL Note, the Company is required to pay principal and interest payments of $ 169 every month beginning May 17, 2021;

the SBA extended the repayment date to November 17, 2022.

The Hinman Note carried

interest at 18 %

The Hinman Note was repaid on January 2, 2024.

On May 17, 2020, the Company entered into

a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s

Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s

business (the “EIDL Loan Agreement”) encompassing a $ 34,500 Promissory Note issued to the SBA (the “EIDL Note”)

(together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75 % per annum.

In connection with entering

into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant

to which the EIDL Loan is secured by a security interest on all of the Company’s assets.

Under the EIDL Note, the Company is

required to pay principal and interest payments of $ 169 every month beginning May 17, 2021;

however, the SBA extended the repayment

date to November 17, 2022.

All remaining principal and accrued interest is due and payable on May 17, 2050.

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

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 June 30, 2024 and December 31, 2023:

Schedule of Notes Payable

The EIDL Note may be

repaid at any time without penalty.

Total notes payable

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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.

Company recognized $ 9,231 and $ 251,249 of interest expense on notes payable for the nine months ended September 30, 2024 and 2023, respectively.

Interest expense included $ 46,090 of amortized debt discounts due to warrants issued on a Subordinated Note during the nine months ended

September 30, 2023.

TO THE CONDENSED FINANCIAL STATEMENTS

13 – Notes Payable, Related Parties

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”).

discussed in Note 2, on August 30, 2024, the Company borrowed $ 1,200,000

from Kaufman Kapital, pursuant to a Senior Secured

Promissory Note in the principal amount of $ 1,200,000

issued by the Company to Kaufman Kapital.

Note matures on the earlier of (i) December

31, 2024 , or (ii) the funding by Kaufman Kapital

of an additional loan to the Company in the amount of $ 1,400,000

under the Convertible Note.

The loan under the

Note bears interest at a rate of 15 %

The Company’s obligations under the Note are secured by a lien on substantially all of the Company’s

assets pursuant to the Security Agreement.

In addition, the Note includes affirmative and negative covenants,

events of defaults and other terms and conditions, customary in transactions of this nature.

As discussed in Note 2, in

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

to Note Documents with substantially all of 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.

The amendment warrants resulted in $ 89,949 of additional interest expense.

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, 2025, or the occurrence of a Qualified Subsequent Financing or Change of Control (as

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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.

On July 30, 2024, the Company repaid an aggregate total of $ 115,000 of principal

to three of the seven Investors in settlement of their promissory notes.

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 to 600,000 , (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 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 Senior 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

1 unchanged sentence

and the Investors.

TO THE CONDENSED FINANCIAL STATEMENTS

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 June 30, 2024.

incurred as of September 30, 2024.

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

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The Company recorded an aggregate $ 92,168 of interest expense pursuant to the amortization of note discounts for the

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.

nine months ended September 30, 2024.

As of September 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

6 unchanged sentences

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

payable, related parties, consists of the following as of September 30, 2024 and December 31, 2023:

of Notes Payable Related Parties

September 30,

Total Kaufman Note

Total Senior Notes held by Eagle Vision

Total Senior Notes payable

Total notes payable, related parties

debt discounts

current maturities

Notes payable, related parties, less current

Company recognized $ 450,845 of interest expense on notes payable, related parties for the nine months ended September 30, 2024, consisting

of $ 130,853 of stated interest expense, $ 175,473 of amortized debt discounts and $ 54,570 of amortized debt discounts due to warrants,

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

Schedule of Recognized Interest Expense

Interest on convertible notes payable, related parties

along with $ 89,949 of additional interest expense related to the modification of warrants, issued to eagle Vision Investors.

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

of Recognized Interest Expense

September 30,

Interest on convertible notes

payable, related parties

Amortization of debt discounts on related

party convertible notes

Amortization of debt discounts on related

party convertible notes, warrants

Amortization of debt discounts on related

party convertible notes

Interest on convertible notes payable

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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

Amortization of debt discounts on related

Amortization of debt discounts on modification

of Eagle Vision warrants

Amortization of debt discounts on related

party notes, warrants

Amortization of debt discounts on related

Interest on revolving line of credit

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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 .

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

Facility, which commenced operations in October of

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.

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.

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

For the Six Months Ended

of Components of Lease Expenses

For the Nine Months Ended

Operating lease cost:

Amortization of right-of-use asset

Amortization of right-of-use

Interest on lease liability

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balance sheet information related to leases was as follows:

Schedule of Supplemental Information Related to Leases

of Supplemental Information Related to Leases

September 30,

Operating lease:

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Finance lease

TO THE CONDENSED FINANCIAL STATEMENTS

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

Schedule of Supplemental Cash and Other Information Related to Finance Leases

For the Six Months Ended

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

Operating cash flows used for operating leases

of Supplemental Cash and Other Information Related to finance Leases

For the Nine 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:

Leased assets obtained in exchange for lease

Total operating lease liabilities

Total finance lease liabilities

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

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

of Future Minimum Operating Lease Payments

Minimum Lease

2024 (for the six months remaining)

2024 (for the three months remaining)

Total minimum lease payments

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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

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

of Future Minimum Lease Payments

Minimum Lease

2024 (for the six months remaining)

2024 (for the three months remaining)

Total minimum lease payments

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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 .

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

square-foot Peru Facility, which commenced operations in October of 2024.

The lease 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

The lease also has a 10 -year

renewal option, and a buy-out option under which the Company may purchase the Peru 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 .

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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”).

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

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

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.

In order 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 exclusivity.

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

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

As of June 30, 2024, none of the preferred stock had been

designated or issued.

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

As of September 30, 2024, a total of 6,924,600 shares of common

stock had been issued.

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

Offering Sale of Common Stock and Warrants, Related Parties

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;

Eagle Vision;

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, and the sale of the

Units to Eagle Vision on August 30, 2024, an affiliate of Mr.

Dalfonsi, the Company’s CFO, resulting in the issuance of an aggregate of 692,429

shares of common stock and warrants to purchase 865,536

shares of common stock.

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.

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

1 unchanged sentence

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,

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

4 unchanged sentences

discounts and commissions and offering expenses.

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.

Stock Issued for Services

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.

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.

12 unchanged sentences

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

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

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.

1 unchanged sentence

the date of grant .

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

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.

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 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.

TO THE CONDENSED FINANCIAL STATEMENTS

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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, 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.

increases under the plan, resulting in 1,009,000 reserved shares as of September 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 8.63 years, outstanding as of September

Stock Options Issued for Services

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The options are being expensed over the vesting period, resulting in $ 4,920 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.

nine months ended September 30, 2024.

As of September 30, 2024, a total of $ 30,499 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

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to purchase a total of 3,462,162 shares of common stock at a weighted average exercise price of $ 1.87 per share, with a weighted average

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

remaining life of approximately 5.37 years, were outstanding as of September 30, 2024.

Issued Pursuant to Convertible Note Financing

As discussed in further detail in Note

2, on July 24, 2024, the Company issued to Kaufman Kapital, in a private placement (i) a 12 %

Senior Secured Convertible Promissory Note in the principal amount of up to $ 3,400,000 ,

(ii) a warrant to purchase 1,000,000

shares of common stock at an exercise price of $ 1.00

per share, and (iii) a warrant to purchase 500,000

shares of common stock at an exercise price of $ 1.50

per share, in consideration of an initial loan in the principal amount of $ 2,000,000

made to the Company under the Convertible Note.

The proceeds received were allocated between the debt and warrants

on a relative fair value basis.

The relative aggregate estimated value of the $1.00 Warrants using the Black-Scholes Pricing Model, based

on a weighted average volatility rate of 39 %

and a weighted average call option value of $ 0.2138 ,

was $ 20,303 ,

of which $ 2,663

was recognized as finance expense during the nine months ended September 30, 2024.

As of September 30, 2024, there was $ 17,640

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

The relative aggregate estimated

value of the $1.50 Warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 39 %

and a weighted average call option value of $ 0.0768 ,

of which $ 86

was recognized as finance expense during the nine months ended September 30, 2024.

As of September 30, 2024, there was $ 569

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

TO THE CONDENSED FINANCIAL STATEMENTS

Issued Pursuant to Executive Unit Offering Sale

July 15, 2024, the Company entered into Subscription Agreements with three related parties, consisting of Eric Healy, the

Company’s Chief Executive Officer;

Eagle Vision;

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, and the sale of the

Units to Eagle Vision on August 30, 2024, resulting in the issuance of an aggregate of 692,429

shares of common stock and warrants to purchase 865,536

shares of common stock.

Issued Pursuant to Underwriting Agreement

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

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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.

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 $ 54,570 was recognized as finance expense during the nine months ended September 30, 2024.

As of September 30,

2024, there was $ 26,338 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

of Senior Notes and Warrants