What changed in this filing

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Item 1. Financial Statements

2025-11-12 compared with 2025-08-13 · 705 added, 622 removed, 556 unchanged (70% of the section changed)

1 unchanged sentence

CONSOLIDATED BALANCE SHEETS

September 30,

Current assets:

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Convertible notes payable, related parties, net of discounts

Notes payable, current portion

Equipment notes payable, current portion

Notes payable, related parties

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Total current liabilities

Notes payable, net of current portion

Notes payable

Equipment notes payable, net of current portion

Convertible notes payable, related parties, net of discounts

6 unchanged sentences

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

10,719,769 and 8,424,600 shares issued and outstanding at June 30, 2025 and December 31, 2024, respectively

12,234,478 and 8,424,600 shares issued and outstanding at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

Accumulated deficit

6 unchanged sentences

For the Three Months Ended

For the Six Months Ended

For the Nine Months Ended

September 30,

Cost of goods sold

4 unchanged sentences

Professional fees

Shipping and handling

Shipping and handling to customers

Advertising and promotions

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$ ( 3,264,326 )

Other comprehensive income:

Gain on foreign currency translation

Net other comprehensive income

Other comprehensive income (loss):

Gain (loss) on foreign currency translation

Net other comprehensive loss

$ ( 1,574,681 )

6 unchanged sentences

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three Months Ended June 30, 2025

For the Three Months Ended September 30, 2025

Preferred Stock

3 unchanged sentences

Total Stockholders’

Balance, March 31, 2025

Income (Loss)

Balance, June 30, 2025

$ ( 20,083,595 )

Exercise of Kaufman Kapital convertible debt warrants

Common stock issued pursuant to ATM program

Exercise of warrants by note holders

Stock options issued for services

Amended warrant

Gain on foreign currency translation

1 unchanged sentence

( 1,572,552 )

Balance, June 30, 2025

Balance, September 30, 2025

$ ( 21,656,147 )

For the Three Months Ended June 30, 2024

For the Three Months Ended September 30, 2024

Preferred Stock

3 unchanged sentences

Total Stockholders’

Balance, March 31, 2024

Income (Loss)

Balance, June 30, 2024

$ ( 14,804,062 )

3 unchanged sentences

Common stock warrants granted to note holders pursuant to debt financing

Gain on foreign currency translation

Balance, June 30, 2024

Fair value adjustment on

amended warrants

Loss on foreign currency translation

( 1,270,805 )

Balance, September 30, 2024

$ ( 16,074,867 )

accompanying notes to financial statements.

For the Six Months Ended June 30, 2025

For the Nine Months Ended September 30, 2025

Preferred Stock

3 unchanged sentences

Total Stockholders’

Income (Loss)

Balance, December 31, 2024

$ ( 17,562,057 )

Common stock issued pursuant to ATM program - Authorized shares, 2,620,422 shares

Common stock issued pursuant to ATM program

Exercise of Kaufman Kapital convertible debt warrants

Exercise of other investor warrants

Exercise of warrants by note holders

Fair value adjustment on

amended warrant

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( 4,094,090 )

Balance, June 30, 2025

Balance, September 30, 2025

$ ( 21,656,147 )

For the Six Months Ended June 30, 2024

For the Nine Months Ended September 30, 2024

Preferred Stock

3 unchanged sentences

Total Stockholders’

Income (Loss)

Balance, December 31, 2023

5 unchanged sentences

Common stock warrants granted to note holders pursuant to debt financing

Gain on foreign currency translation

Fair value adjustment on

amended warrants

Loss on foreign currency translation

( 3,264,326 )

Balance, June 30, 2024

Balance, September 30, 2024

$ ( 16,074,867 )

2 unchanged sentences

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Six Months Ended

For the Nine Months Ended

September 30,

Cash flows from operating activities

5 unchanged sentences

Amortization of debt discounts

Amended warrant

Fair value adjustment on amended warrant

Common stock issued for services

17 unchanged sentences

Purchase of property and equipment

( 2,120,337 )

Payments received on notes receivable

Net cash used in investing activities

( 2,095,691 )

Cash flows from financing activities

Payment of deferred offering costs

Repayment of notes payable

Repayment of equipment notes payable

Proceeds received on notes payable, related parties

Proceeds received on convertible notes payable, related parties

Repayment on notes payable, related parties

( 2,260,000 )

Principal payments on finance lease

11 unchanged sentences

Non-cash investing and financing transactions:

Equipment purchased with debt financing

Relative fair value of warrants issued as a debt discount

2 unchanged sentences

TO THE CONDENSED FINANCIAL STATEMENTS

1 – Nature of Business and Significant Accounting Policies

1 – Organization and Background

Food Inc., a Nevada corporation, together with its Peruvian subsidiary (collectively, “BranchOut,” the “Company,”

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Prior to operating our production facility, we relied on contract manufacturers.

April 2024, the Company initiated an organizational realignment to expand manufacturing operations by opening and operating a

factory in Pisco, Peru.

This large-scale initiative aligned the Company’s resources, strategies, and goals with our desired

Through September 30, 2025, we have incurred total aggregate costs of approximately $ 6.4

million related to this initiative, consisting of (i) approximately $ 5.1

million in factory start-up costs including purchasing equipment, build-out, and supplies for the new facility and (ii)

approximately $ 1.3

million in factory idle capacity, professional fees, legal fees, and travel costs.

the nine months ended September 30, 2025, we incurred approximately $ 1.5 million of realignment costs comprised of:

$ 573,991 for capitalized

machinery and equipment, $ 848,906 for factory idle capacity, $ 29,652 for travel costs and $ 88,016 for professional and legal fees.

the nine months ended September 30, 2024, we incurred approximately $ 2.4 million of realignment costs comprised of:

$ 2.1 million for

capitalized machinery and equipment, $ 45,601 for travel costs and $ 263,916 for professional and legal fees.

2 - Basis of Presentation and Summary of Significant Accounting Policies

of Accounting

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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, 2025, the results of operations for the three and six months ended

June 30, 2025 and 2024, and cash flows for the six months ended June 30, 2025 and 2024.

The results of operations for the three and six

months ended June 30, 2025 are not necessarily indicative of the results to be expected for the full year.

The balance sheet as of December

31, 2024 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, 2024, which were included in our

Annual Report on Form 10-K.

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

necessary to present fairly the financial position as of September 30, 2025, the results of operations for the three and nine months

ended September 30, 2025 and 2024, and cash flows for the nine months ended September 30, 2025 and 2024.

The results of operations for

the three and nine months ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year.

balance sheet as of December 31, 2024 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, 2024,

which were included in our Annual Report on Form 10-K.

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

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, 2025:

Food Sucursal Peru (2)

company in the form of a corporation.

wholly-owned subsidiary of BranchOut Food Inc.

established on April 26, 2024 in the form

and ownership at September 30, 2025:

BranchOut Food Inc.

BranchOut Food Sucursal Peru (2)

Holding company in the form of a corporation.

Peruvian wholly-owned subsidiary

of BranchOut Food Inc.

established on April 26, 2024 in the form of a branch.

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

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are located in Bend, Oregon.

shown in the accompanying condensed consolidated financial statements, as of June 30, 2025, the Company has incurred recurring

losses from operations resulting in an accumulated deficit of $ 20,083,595 ,

with positive working capital of $ 662,217 ,

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 and continues to expand the Company’s product mix

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 consolidated financial

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

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.

TO THE CONDENSED FINANCIAL STATEMENTS

shown in the accompanying condensed consolidated financial statements, as of September 30, 2025, the Company has incurred recurring losses

from operations resulting in an accumulated deficit of $ 21,656,147 , with positive working capital of $ 2,118,922 , which may not be sufficient

to sustain operations.

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

is actively pursuing new customers and continues to expand the Company’s product mix 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 consolidated financial statements do not include any adjustments that might be necessary

if the Company is unable to continue as a going concern.

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.

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

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

There were no cash equivalents on hand on June 30, 2025 or

December 31, 2024.

There were no cash equivalents on hand on September 30, 2025

or December 31, 2024.

in Excess of FDIC Insured Limits

1 unchanged sentence

Accounts are guaranteed by

the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 , under current regulations.

The Company had $ 89,784 and

$ 1,555,223 in excess of FDIC insured limits on June 30, 2025 and December 31, 2024, respectively, and has not experienced any losses

in such accounts.

receivable is carried at their estimated collectible amounts.

Trade accounts receivable is periodically evaluated for collectability

based on past credit history with customers and their current financial condition.

The Company had an allowance for doubtful accounts

of $ 25,586 at June 30, 2025 and December 31, 2024.

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

its production facility in Peru and purchased products from contract-manufacturers in Chile and/or Peru.

Raw materials consist of purchased

fruits and vegetables and packaging materials.

Appropriate consideration is given to obsolescence, excessive levels, deterioration, and

other factors in evaluating net realizable value.

No reserve for obsolete inventories has been recognized.

Inventory, consisting of raw

materials, work in progress 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, 2025 and December 31, 2024:

Schedule of Inventory

Raw materials

Work in progress

Finished goods

Total inventory

TO THE CONDENSED FINANCIAL STATEMENTS

Company secures raw materials with advances of up to 50 %.

The Company had prepaid inventory advances on product in the amounts of $ 596,559

and $ 123,792 as of June 30, 2025 and December 31, 2024, respectively.

the Federal Deposit Insurance Corporation (“FDIC”) up to $ 250,000 ,

under current regulations.

The Company had $ 424,706

and $ 1,555,223

in excess of FDIC insured limits on September 30, 2025 and

December 31, 2024, respectively, and has not experienced any losses in such accounts.

and Development

4 unchanged sentences

and development costs include salaries, building costs, utilities, administrative expenses and other corporate costs.

For the six months

ending June 30, 2025, our research and development expenses totaled $ 17,390 , compared to $ 16,448 for the same period in 2024.

For the nine months

ending September 30, 2025, our research and development expenses totaled $ 208,265 , compared to $ 14,348 for the same period in 2024.

and Equipment

4 unchanged sentences

Schedule of Estimated Useful Lives

and machinery

Office equipment

Furniture and fixtures

Equipment and machinery

Leasehold Improvements

and maintenance expenditures are charged to operations as incurred.

3 unchanged sentences

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

Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as an operating lease (see Note 13).

includes a purchase option that allows the Company to acquire the facility at the end of the lease term.

During 2024, the landlord of

this facility entered bankruptcy proceedings.

protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its

contractual purchase option under the lease.

Management currently intends to acquire ownership of the facility either (i) through the

landlord’s bankruptcy settlement process or (ii) by exercising the purchase option at the end of the lease term, although there

can be no assurance that the Company will be successful in this regard.

The Company accounts for the facility as a leased asset.

first mortgage position is included on the balance sheet in other assets of $ 1,267,000 as of June 30, 2025 and December 31, 2024.

Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production capacity.

of Long-Lived Assets

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internally developed trademarks.

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 on an exclusive basis to avocado products and on a non-exclusive basis to other products.

license is not discernible from the equipment;

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 was a total of $ 85,081 and $ 0 of royalty

payments made during the six months ended June 30, 2025 and June 30, 2024.

Any future minimum royalty payments or equipment purchases

under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward

and the Company can elect not to pay, See Note 14 for additional information.

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

2 unchanged sentences

Contracts in Entity’s Own Equity.

TO THE CONDENSED FINANCIAL STATEMENTS

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

6 unchanged sentences

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

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

Under ASC 606, the Company recognizes

revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer

of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects

the consideration which the Company expects to be entitled to receive in exchange for those goods or services.

To determine revenue recognition

for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate

the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance

The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather

than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses

in the statement of operations.

Revenue is reported net of applicable provisions for discounts, returns and allowances.

Methodologies

for determining these provisions are dependent on customer pricing and promotional practices.

The Company records reductions to revenue

for estimated product returns and pricing adjustments in the same period that the related revenue is recorded.

These estimates are based

on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to

consumers through third party website platforms.

These sales contain a single performance obligation, and revenue is recognized at a

single point in time when ownership, risks and rewards transfer.

Typically, this occurs when the goods are received by the retailer or

customer, or when the title of goods is exchanged.

Revenues are recognized in an amount that reflects the net consideration the Company

expects to receive in exchange for the goods.

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

These programs include discounts, slotting

fees, coupons, rebates, in-store display incentives and volume-based incentives.

Customer trade promotion and consumer incentive activities

are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of

The Company derives these estimates based principally on historical utilization and redemption rates.

The Company does not

receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s

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

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

six months ended June 2025 and 2024:

Schedule of Revenue

For the Three Months Ended

For the Six Months Ended

slotting, discounts, and allowances

of Goods Sold

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and promotional costs are expensed as incurred.

Advertising and promotional expenses were $ 307,635 and $ 98,204 for the six months ending

June 30, 2025 and 2024, respectively.

TO THE CONDENSED FINANCIAL STATEMENTS

Advertising and promotional expenses were $ 579,507 and $ 223,801 for the nine months ending

September 30, 2025 and 2024, 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 incurred stock-based compensation in the amount of $ 81,097 and $ 684,220 for the six months ended June 30, 2025 and 2024, respectively.

Company incurred stock-based compensation in the amount of $ 177,257 and $ 698,785 for the nine months ended September 30, 2025 and 2024,

respectively.

Accounting Pronouncements

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The amendments in this update should be applied on a prospective basis and retrospective application is permitted.

The Company does not expect a material impact to its financial position,

results of operations, or cash flows from adoption of this guidance.

Company does not expect a material impact to its financial position, results of operations, or cash flows from adoption of this guidance.

November 2024, the FASB issued Accounting Standards Update (“ASU”) 2024-03 and in January 2025, the FASB issued ASU 2025-01,

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The Company is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

In July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments—Credit

Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivable and Contract Assets” (“ASU 2025-05”) which

provides a practical expedient for all entities related to the estimation of expected credit losses for current accounts receivable and

current contract assets that arise from transactions accounted for under Topic 606.

ASU 2025-05 will be adopted prospectively and will

be effective for the Company beginning January 1, 2026, including interim periods in 2026, with early adoption permitted.

is currently assessing the effect that adoption of this guidance will have on its Consolidated Financial Statements.

2 – Related Party Transactions

Convertible Note

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 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”) made to the Company under the Convertible Note, subject to the terms and conditions thereof.

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 Kaufman Kapital in consideration of making the Initial Loan to the Company.

On December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $ 1,400,000 .

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.

TO THE CONDENSED FINANCIAL STATEMENTS

June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant

Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $ 1.00 Warrant on June 4, 2025 for a cash payment

to the Company of $ 1,000,000 .

In addition, pursuant to the Warrant Exercise Agreement, Kaufman Kapital and the Company agreed (i) to

extend the expiration date of the $1.50 Warrant to December 31, 2026 , (ii) to extend the maturity date of the Convertible Note to December

31, 2026 , (iii) to extend the maturity date of the Senior Secured Promissory Note of the Company in the original principal amount of

$ 1,200,000 , issued to Kaufman on August 29, 2024 (the “Secured Note”) to December 31, 2025 , (iv) that the Company will not

make any prepayment under the Convertible Note at any time amounts are outstanding under the Secured Note or any other non-convertible

notes of the Company (excluding notes issued pursuant to equipment financing), and (v) that the Company will not prepay more than $2,400,000

of principal outstanding under the Convertible Note prior to September 30, 2026.

The amendment to the $1.50 Warrant resulted in $32,099 of additional interest expense.

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

assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (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 the Secured Note.

The Secured Note matures on June

30, 2025 , as amended.

The loan under the Secured Note bears interest at a rate of 15 % per annum.

The Company’s obligations under

the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement.

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

of this nature.

May 7, 2025, the Company repaid $ 325,000 of principal on the Secured Note.

On June 1, 2025, the maturity date of the Secured Note was

extended to December 31, 2025 pursuant to the Warrant Exercise Agreement as described above.

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 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

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

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

information related to the Company, which services are to be provided by Eagle Vision until the senior secured notes have been paid in

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

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 % 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 10 -year period at an exercise price of $ 1.00 per share.

various dates in June 2025, principal repayments totaling $ 310,000 were made to Holders of the Senior Notes.

In addition, during June

2025, those Holders exercised warrants on a cash basis for 135,000 shares of the Company’s common stock for an aggregate purchase

price of $ 135,000 .

TO THE CONDENSED FINANCIAL STATEMENTS

3 – Fair Value of Financial Instruments

FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date (an exit price).

The standard outlines a valuation framework and creates

a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required

for items measured at fair value.

Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard.

The Company’s

financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy.

The three levels are as

1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access

at the measurement date.

2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets

or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g.,

interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation

or other means (market corroborated inputs).

3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or

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

30, 2025 and December 31, 2024:

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

Fair Value Measurements at June 30, 2025

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 33,568 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

$ ( 1,838,248 )

$ ( 3,585,140 )

Fair Value Measurements at December 31, 2024

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 66,587 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

$ ( 2,686,165 )

$ ( 3,452,955 )

were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2025,

or the year ended December 31, 2024.

TO THE CONDENSED FINANCIAL STATEMENTS

4 – Major Customers and Accounts Receivable

Company had certain customers whose revenue individually represented 10 % or more of the Company’s total net revenue, or whose accounts

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

the six months ended June 30, 2025, three customers accounted for 97.1 % of net revenue and 97.6 % of accounts receivable at the end of

the period, and for 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.

July 2025, the FASB issued ASU No.

2025-05, “Financial Instruments—Credit Losses (Topic 326):

Measurement of Credit Losses

for Accounts Receivable and Contract Assets” (“ASU 2025-05”) which provides a practical expedient for all entities

related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions

accounted for under Topic 606.

ASU 2025-05 will be adopted prospectively and will be effective for the Company beginning January 1, 2026,

including interim periods in 2026, with early adoption permitted.

The Company is currently assessing the effect that adoption of this

guidance will have on its Consolidated Financial Statements.

3 – Revenue Recognition

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

Under ASC 606, the Company recognizes

revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer

of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects

the consideration which the Company expects to be entitled to receive in exchange for those goods or services.

To determine revenue recognition

for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate

the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance

The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather

than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses

in the statement of operations.

Revenue is reported net of applicable provisions for discounts, returns and allowances.

Methodologies

for determining these provisions are dependent on customer pricing and promotional practices.

The Company records reductions to revenue

for estimated product returns and pricing adjustments in the same period that the related revenue is recorded.

These estimates are based

on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to

consumers through third party website platforms.

These sales contain a single performance obligation, and revenue is recognized at a

single point in time when ownership, risks and rewards transfer.

Typically, this occurs when the goods are received by the retailer or

customer, or when the title of goods is exchanged.

Revenues are recognized in an amount that reflects the net consideration the Company

expects to receive in exchange for the goods.

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

These programs include discounts, slotting

fees, coupons, rebates, in-store display incentives and volume-based incentives.

Customer trade promotion and consumer incentive activities

are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of

The Company derives these estimates based principally on historical utilization and redemption rates.

The Company does not

receive a distinct service in relation to the advertising, consumer incentives and trade promotions.

Payment terms in the Company’s

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

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

nine months ended September 2025 and 2024:

Schedule of Revenue

For the Three Months Ended

For the Nine Months Ended

September 30,

slotting, discounts, and allowances

4 – Inventories

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

its production facility in Peru and purchased products from contract-manufacturers in Chile and/or Peru.

Raw materials consist of purchased

fruits and vegetables and packaging materials.

Appropriate consideration is given to obsolescence, excessive levels, deterioration, and

other factors in evaluating net realizable value.

No reserve for obsolete inventories has been recognized.

Manufacturing overhead costs are allocated to work in progress based on the factory’s normal capacity and actual machine hours incurred

during production.

Overhead costs include indirect labor, factory rent, utilities, depreciation, and other factory-related expenses.

such as packaging, tariffs, and inbound freight are included in finished goods inventory as they are necessary to bring products to their

final condition and location for sale.

Inventory, consisting of raw

materials, work in progress and finished goods are stated at the lower of cost or net realizable value using the average cost valuation

method, and consisted of the following as of September 30, 2025 and December 31, 2024:

Schedule of Inventory

September 30,

Raw materials

Work in progress

Finished goods

Total inventory

Company secures raw materials with advances of up to 50 %.

The Company had prepaid inventory advances on product in the amounts of $ 621,495

and $ 123,792 as of September 30, 2025 and December 31, 2024, respectively.

5 – Accounts Receivable, Net

Accounts receivable are stated at their estimated

net realizable value.

The Company evaluates the collectability of trade receivables on an ongoing basis and establishes an allowance for

doubtful accounts as needed based on a combination of factors, including historical collection experience, the financial condition of

customers, specific account reviews, and current economic conditions.

Management believes the allowance for doubtful accounts is adequate

to cover expected credit losses.

The allowance for doubtful accounts was $ 25,586 at both September 30, 2025 and December 31, 2024.

The Company had certain customers whose

revenue or accounts receivable balances individually represented 10% or more of total net revenue or total accounts receivable, respectively.

For the nine months ended September 30, 2025, three customers accounted for approximately 96% of net revenue and 97% of accounts receivable

as of period-end.

For the nine months ended September 30, 2024, two customers accounted for approximately 99% of net revenue and 97%

of accounts receivable as of period-end.

6 – Prepaid Expenses and Other Current Assets

current assets consisted of the following as of June 30, 2025 and December 31, 2024:

of Prelaid Expenses And Other Current Assets

expenses and other current assets consisted of the

following as of September 30, 2025 and December 31, 2024:

of Prepaid Expenses And Other Current Assets

September 30,

Prepaid insurance costs

5 unchanged sentences

Interest receivable

Miscellaneous receivable

VAT tax receivable

Total other current assets

Total prepaid expenses and other current assets

7 – Property and Equipment

and equipment as of June 30, 2025 and December 31, 2024 consisted of the following:

and equipment as of September 30, 2025 and December 31, 2024 consisted of the following:

of Property and Equipment

September 30,

Leasehold Improvements

3 unchanged sentences

Total property and equipment, net

of property and equipment was $ 305,560 and $ 112,671 for the six months ended June 30, 2025, and 2024, respectively.

of property and equipment was $ 459,166 and $ 173,285 for the nine months ended September 30, 2025, and 2024, respectively.

Company leases a manufacturing facility located in Pisco, Peru, which is accounted for as an operating lease (see Note 11).

includes a purchase option that allows the Company to acquire the facility at the end of the lease term.

During 2024, the landlord of

this facility entered bankruptcy proceedings.

protect its long-term strategic interests, the Company purchased the first mortgage position on the facility and continues to hold its

contractual purchase option under the lease.

Management currently intends to acquire ownership of the facility either (i) through the

landlord’s bankruptcy settlement process or (ii) by exercising the purchase option at the end of the lease term, although there

can be no assurance that the Company will be successful in this regard.

The Company accounts for the facility as a leased asset.

first mortgage position is included on the balance sheet in other assets of $ 1,267,000 as of September 30, 2025 and December 31, 2024.

The Company capitalizes leasehold improvements related to the buildout of the facility, which expanded the Company’s production

8 – Other Assets and Other Receivable

Company has other assets of $ 1,267,000 as of June 30, 2025, and December 31, 2024, consisting of the first mortgage position on the production

facility it leases in Pisco, Peru (the “FPM”), which the Company acquired to protect its long-term strategic interests.

Note 13 Leases.

Company has other assets of $ 1,267,000 as of September 30, 2025, and December 31, 2024, consisting of the first mortgage position on

the production facility it leases in Pisco, Peru (the “FPM”), which the Company acquired to protect its long-term strategic

interests (see Note 11).

During 2024, the landlord of the leased facility entered bankruptcy proceedings.

2 unchanged sentences

Payments were

made in various installments totaling $ 355,000 as of December 31, 2024, and $ 912,000 during the six months ended June 30, 2025.

made in various installments totaling $ 355,000 as of December 31, 2024, and $ 912,000 during the nine months ended September 30, 2025.

Company’s Peruvian operations are subject to an 18 % value-added tax (“VAT”) or (“Impuesto General a las Ventas”

5 unchanged sentences

an expense of the Company when recoverable and is recorded as an asset until applied or refunded.

of June 30, 2025, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting in

a net IGV receivable of $ 1,034,023 , of which $ 433,931 is classified in Other Current Assets.

See Note 5 above.

The first refund payment

from SUNAT was received on July 10, 2025, in the amount of $ 233,475 .

TO THE CONDENSED FINANCIAL STATEMENTS

of September 30, 2025, the Company’s Peruvian operations had paid more IGV on purchases than it had collected on sales, resulting

in a net IGV receivable of $ 791,797 , of which $ 326,780 is classified in Other Current Assets (see Note 6).

The Company has received

payments from SUNAT, in the amount of $ 392,173 .

9 – Notes Receivable

Note Receivable

February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA,

a Chilean company (“Nanuva”), in which the Company loaned $ 500,000 to Nanuva (“Advance Payment”) to help finance

the capital investment needed for Nanuva to purchase two Enwave Rev 10 machines to be used in servicing the Company’s manufacturing

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

The note bears interest at 3 % per annum on the outstanding principal.

February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition

SpA, a Chilean company (“Nanuva”), in which the Company loaned $ 500,000

to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two Enwave Rev 10

machines to be used in servicing the Company’s manufacturing needs.

The MDA expires on May

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

note bears interest at 3 %

per annum on the outstanding principal.

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

The Company has commenced negotiations with Nanuva to recover the two Enwave Rev 10 Machines and terminate the MDA.

February 4, 2024, the Company and Nanuva entered into an amendment to the MDA which extended the date on which Nanuva is required to

make the first minimum contractual annual payment to June 30, 2024.

Repayments are based on kilograms produced by Nanuva for the Company,

or a minimum of $ 12,000 per contractual year.

make the first minimum contractual annual payment to September 30, 2024.

Repayments are based on kilograms produced by Nanuva for the

Company, or a minimum of $ 12,000 per contractual year.

April 2024 the Company advanced Nanuva $ 75,600 for inventory orders which were not fulfilled.

1 unchanged sentence

of its products at its facility in Pisco, Peru and does not anticipate utilizing Nanuva in the future for third-party manufacturing.

As of June 30, 2025, a $ 75,600 allowance for doubtful accounts for the prepaid inventory was established.

of June 30, 2025, a total of $ 156,241 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $ 140,018

of principal and $ 16,223 of interest.

The Note Receivable is current with the next $ 12,000 minimum contractual annual payment due by

January 31, 2026.

of June 30, 2025, a total of $ 396,078 was outstanding from Nanuva, consisting of $ 359,982 of principal and $ 36,096 of unpaid interest.

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

The Company has commenced negotiations with Nanuva to recover

the two Enwave Rev 10 Machines and terminate the MDA.

The Company maintains an allowance for doubtful accounts for the prepaid inventory in the amount of $ 75,600 .

of September 30, 2025, a total of $ 398,800 was outstanding from Nanuva, consisting of $ 359,982

of principal and $ 38,818 of unpaid interest.

The Company has been repaid $ 156,241 of the Advance Payment as a reduction of inventory costs,

consisting of $ 140,018 of principal and $ 16,223 of interest.

The Note Receivable is current with the next $ 12,000

minimum contractual annual payment due by January 31, 2026.

10 – Accrued Expenses

expenses consisted of the following as of June 30, 2025 and December 31, 2024, respectively:

expenses consisted of the following as of September 30, 2025 and December 31, 2024, respectively:

Schedule of Accrued Expenses

September 30,

Accrued payroll and taxes

1 unchanged sentence

Accrued chargebacks

Accrued demos

Accrued royalties

Total accrued expenses

10 – Convertible Notes Payable, Related Parties

discussed in further detail in Note 2, on July 24, 2024, the Company issued the $ 3.4 million Convertible Note to Kaufman Kapital, together

with Warrants, convertible into shares of common stock at a fixed price of $ 0.7582 per share.

The 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 Kaufman Kapital on substantially all of the Company’s

assets pursuant to the Security Agreement.

In addition, the Convertible Note includes affirmative and negative covenants, events of defaults

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

accordance with ASC 470, the Company recorded total discounts of $ 95,958 , consisting of $ 75,000 of legal fees and $ 20,958 related to

the relative fair value of the Warrants.

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

interest method.

As of June 30, 2025, a total of $ 33,568 of unamortized debt discounts are expected to be expensed over the remaining

life of the loan.

Company recognized $ 340,467 of interest expense on convertible notes payable, related parties for the six months ended June 30, 2025,

consisting of $ 323,867 of stated interest expense, $ 25,808 of amortized debt discounts and $ 7,211 of amortized debt discounts due to

TO THE CONDENSED FINANCIAL STATEMENTS

11 – Notes Payable

payable consists of the following as of June 30, 2025, and December 31, 2024:

Schedule of Notes Payable

On May 22, 2023, the Company entered into an equipment purchase agreement with 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 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.

Total notes payable

current maturities

Notes payable, less current maturities

Company recognized $ 9,972 and $ 903 of interest expense on notes payable for the six months ended June 30, 2025, and 2024, respectively.

12 – Notes Payable, Related Parties

discussed in Note 2, on August 30, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory

Note that, as amended, matures on December 31, 2025 .

The loan under the Secured Note bears interest at a rate of 15 % per annum.

The Company’s

obligations under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security

In addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions,

customary in transactions of this nature.

May 7, 2025, the Company repaid $ 325,000 of principal on the Secured Note.

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.

TO THE CONDENSED FINANCIAL STATEMENTS

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

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 10 -year period at an exercise price of $ 1.00 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”).

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

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

during the year ended December 31, 2024.

The discounts were amortized to interest expense during 2024 using the effective interest method.

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

various dates in June 2025, principal repayments totaling $ 310,000 were made to Holders of the Senior Notes.

In addition, during June

2025, those Holders exercised warrants on a cash basis for 135,000 shares of the Company’s common stock for an aggregate purchase

price of $ 135,000 .

payable, related parties, consists of the following as of June 30, 2025 and December 31, 2024:

Schedule of Notes Payable Related Parties

Total Kaufman Note

Total Senior Notes held by Eagle Vision

Total Senior Notes Payable

Total notes payable, related parties

current maturities

Notes payable, related parties, less current maturities

TO THE CONDENSED FINANCIAL STATEMENTS

Company recognized $ 197,577 of interest expense on notes payable, related parties for the six months ended June 30, 2025, and $ 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.

Company recognized aggregate interest expense for the six months ended June 30, 2025, and 2024 respectively, as follows:

Schedule of Recognized Interest Expense

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 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 on related party notes

Amended warrant

Interest on credit cards

Interest on first credit position financing

Total interest expense

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

11 unchanged sentences

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 payments were made in various installments totaling $ 355,000 as of December 31, 2024 and $ 912,000 during the six

months ended June 30, 2025.

TO THE CONDENSED FINANCIAL STATEMENTS

$ 1,267,000 , of which payments were made in various installments totaling $ 355,000 as of December 31, 2024 and $ 912,000 during the nine

months ended September 30, 2025.

components of lease expense were as follows:

Schedule of Components of Lease Expenses

For the Six Months Ended

For the Nine Months Ended

September 30,

Operating lease cost:

8 unchanged sentences

balance sheet information related to leases was as follows:

Schedule of Supplemental Information Related to Leases

of Supplemental Balance Sheet Information Related to Leases

September 30, 2025

December 31, 2024

Operating lease:

15 unchanged sentences

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

of Supplemental Cash Flow and Other Information Related to Finance Leases

For the Nine Months Ended

September 30,

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

Operating cash flows (provided by) used for

operating leases

Operating cash flows (provided by) used for operating leases

Finance cash flows used for finance leases

2 unchanged sentences

Total finance lease liabilities

TO THE CONDENSED FINANCIAL STATEMENTS

future minimum lease payments due under operating leases as of June 30, 2025, is as follows:

future minimum lease payments due under operating leases as of September 30, 2025, is as follows:

Schedule of Future Minimum Operating Lease Payments

Minimum Lease

2025 (for the six months remaining)

2025 (for the three months remaining)

Total minimum lease payments

3 unchanged sentences

Long-term operating lease liability

future minimum lease payments due under finance leases as of June 30, 2025, is as follows:

future minimum lease payments due under finance leases as of September 30, 2025, is as follows:

of Future Minimum Lease Payments

Minimum Lease

2025 (for the six months remaining)

2025 (for the three months remaining)

Total minimum lease payments

3 unchanged sentences

Long-term finance lease liability

14 – Commitments and Contingencies

time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business.

Legal fees and other costs associated with such actions are expensed as incurred.

The Company assesses the likelihood of outcomes in

litigation and makes appropriate accruals and disclosures based on current information and legal counsel’s opinions.

no guarantee that these matters won’t significantly impact the Company’s business, financial position, or results of operations.

Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable.

Company is the subject of a lawsuit recently commenced by its former chief financial officer alleging wrongful termination.

information currently available to the Company and the advice of legal counsel, management believes that the outcome of this lawsuit

is not probable to result in a material adverse effect on the Company’s financial position, results of operations, or cash flows.

While the Company intends to vigorously defend itself against these allegations, the ultimate outcome of the lawsuit is not possible

At this time given the uncertainties inherent in litigation, it is not reasonable to estimate the amount or range of any

potential loss, and therefore no liability has been accrued in the accompanying financial statements.

than as set forth above, there are no legal matters pending against the Company.

May 10, 2024, the Company entered into a ten-year lease for the 50,000 square-foot Peru Facility, which commenced operations in December

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 thereafter.

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 May 31, 2028 .

TO THE CONDENSED FINANCIAL STATEMENTS

Contractual Commitments

January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution

by the Company.

The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing

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

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 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.

The additional equipment purchase schedule, as amended, required the Company to purchase a “Second EnWave Machine”,

which was purchased in full on December 12, 2024.

The Company is also required to execute an Equipment Purchase Agreement for a

120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy

the payment obligations required with respect to the Third EnWave Machine by the License Agreement.

The Company is also required to

enter an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave

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

Machine by the License Agreement.

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

recognized $ 85,081 of

royalty expenses for the six months ended June 30, 2025.

Any future minimum royalty payments or equipment purchases under this

license agreement are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and

the Company can elect not to pay.

TO THE CONDENSED FINANCIAL STATEMENTS

Convertible Notes Payable, Related Party

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 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”) 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.

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.

July 24, 2024 the, the Initial Loan payment of $ 2,000,000

was made to the Company under the Convertible Note, and on

December 9, 2024, Kaufman Kapital made an additional loan to the Company under the Convertible Note in the amount of $ 1,400,000 .

June 1, 2025 the Company and Kaufman Kapital entered into a Warrant Exercise and Amendment to Notes and Warrant Agreement (the “Warrant

Exercise Agreement”), pursuant to which Kaufman Kapital exercised in full the $ 1.00 Warrant on June 4, 2025 for a cash payment

to the Company of $ 1,000,000 .

In addition, pursuant to the Warrant Exercise Agreement, Kaufman Kapital and the Company agreed (i) to

extend the expiration date of the $ 1.50 Warrant to December 31, 2026 , (ii) to extend the maturity date of the Convertible Note to December

31, 2026 , (iii) to extend the maturity date of the Senior Secured Promissory Note of the Company in the original principal amount of

$ 1,200,000 , issued to Kaufman on August 29, 2024 (the “Secured Note”) to December 31, 2025, (iv) that the Company will not

make any prepayment under the Convertible Note at any time amounts are outstanding under the Secured Note or any other non-convertible

notes of the Company (excluding notes issued pursuant to equipment financing), and (v) that the Company will not prepay more than $2,400,000

of principal outstanding under the Convertible Note prior to September 30, 2026.

The amendment to the $1.50 Warrant resulted in $32,099

of additional interest expense.

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

Company’s assets pursuant to a Security Agreement entered between the Company and Kaufman Kapital (the “Security

In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms

and conditions, customary in transactions of this nature.

accordance with ASC 470, the Company recorded total discounts of $ 95,958 , consisting of $ 75,000 of legal fees and $ 20,958 related to

the relative fair value of the Warrants.

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

interest method.

As of September 30, 2025, a total of $ 49,217 of unamortized debt discounts are expected to be expensed over the remaining

life of the loan.

Senior Secured Promissory Note, Related Party

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to a Senior Secured Promissory Note that, as amended,

matures on December 31, 2025 .

The loan under the Secured Note bears interest at a rate of 15 % per annum.

The Company’s obligations

under the Secured Note are secured by a lien on substantially all of the Company’s assets pursuant to the Security Agreement.

addition, the Secured Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary

in transactions of this nature.

May 7, 2025, and September 30, 2025 the Company repaid $ 325,000

and $ 375,000

of principal on the Secured Note.

The principal outstanding under the Secured Note is $ 500,000

as of September 30, 2025.

Vision Senior Notes and Warrants, Related Party

January 9, 2024 the Company entered into a Subscription Agreement (the “Subscription Agreement”) with Eagle Vision Fund

LP., for the sale of Senior Secured Notes (“Senior Secured Notes”) to Purchasers in the aggregate amount of up to $ 400,000

and detachable warrants (the “Warrants”) to purchase in the aggregate up to 100,000

shares of the Company’s common stock at an exercise price of $ 2.00

April 16, 2024, the Company amended the Subscription Agreement (the “First Amendment”) to complete the sale of $ 225,000

of additional Senior Secured Notes and Warrants to purchase an aggregate of 56,250

shares of the Company’s common stock to Purchasers.

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

of principal to Purchasers in settlement of their Senior Secured Notes.

First Amendment incorporates and amends certain provisions of the Subscription Agreement.

The First Amendment also (i) increased the

aggregate principal amount of the Senior Secured Notes available to be sold from time to time under the Subscription Agreement from

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 initial Investors in the Senior Secured Notes 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 Secured Notes

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

such notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring

the period of May 14, 2024, through May 22, 2024, the Company completed the sale of an aggregate of $ 1,050,000

of Senior Secured 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.

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

aggregate $ 1,675,000

of principal pursuant to the Senior Secured Notes (all of which have been repaid as of September 30,2025) and Warrants to purchase

an aggregate 518,750

shares of common stock.

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 Secured 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

outside maturity date of the Senior Secured 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 Secured Notes held by the Holders beginning July 1, 2024

has been eliminated, and instead all obligations of the Company under such Senior Secured Notes will be due in one lump sum on the

maturity date of the Senior Secured 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 Secured Notes held by the Holders and

liens granted to the holders thereof.

The amendment warrants resulted in $ 89,949

of additional interest expense.

Senior Secured 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 Senior Secured 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 Senior Secured 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 Secured Notes.

Each Warrant is

exercisable for a 10 -year

period at an exercise price of $ 1.00

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

during the year ended December 31, 2024.

The discounts were amortized to interest expense during 2024 using the effective interest method.

Vision has been paid aggregate cash fees in the amount of $ 177,500

from the sales of the Senior Secured Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company

and the holders of the Senior Secured Notes, including for 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

holders of the Senior Secured 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 Company.

The Company has also paid an aggregate of $ 35,000

of the investors’ legal fees from sales of the Senior Secured Notes.

During the nine months ended September 30, 2025, the Company repaid $ 1,560,000 of principal outstanding under the Senior Secured Notes.

The principal outstanding is $ 0 as of September

the period ended September 30, 2025, of the 518,750 warrants

issued to purchasers of the Senior Secured Notes, warrants were exercised to purchase an aggregate of 307,500 shares

of the Company’s common stock at an exercise price of $ 1.00 per

share aggregate cash proceeds of $ 307,500 .

payable to related parties, consists of the following as of September 30, 2025 and December 31, 2024:

Schedule of Notes Payable Related Parties

September 30, 2025

December 31, 2024

Total Kaufman Convertible Notes Payable, related party

Convertible notes payable, related parties, net of discounts

current maturities

Convertible notes payable, related parties, less current maturities

Total Kaufman Senior Secured Promissory Note, related party

Total Senior Notes held by Eagle Vision

Total Senior Notes Payable

Total notes payable, related parties

current maturities

Notes payable, related parties, less current maturities

Company recognized $ 251,636 of interest expense on notes payable, related parties for the nine months ended September 30, 2025.

recognized $ 361,096 of interest expense on notes payable, related parties for the nine months ended September 30, 2024, consisting of

$ 131,053 of stated interest expense, $ 175,473 of amortized debt discounts and $ 54,570 of amortized debt discounts due to warrants.

Company recognized $ 329,112 of interest expense on convertible notes payable, related parties for the nine months ended September 30,

2025, consisting of $ 311,743 of stated interest expense, $ 13,576 of amortized debt discounts and $ 3,793 of amortized debt discounts due

Equipment Promissory Note

May 22, 2023, the Company entered into an equipment purchase agreement with 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.

September 16, 2025, the Company and EnWave entered into (i) a Fifth Amendment to License Agreement (the “Amendment”), which

amended certain terms of the License Agreement between the Company and EnWave originally dated May 7, 2021 (as amended, the “License

Agreement”), and (ii) an Equipment Purchase Agreement (the “Purchase Agreement”).

to the Amendment, among other things, EnWave granted the Company a global exclusive license (but subject to existing licenses previously

issued by EnWave to two other manufacturers) to manufacture Dragon Fruit products using EnWave’s technology under the License Agreement.

to the Purchase Agreement, the Company purchased from EnWave a refurbished 120kW REV vacuum microwave for a purchase price of $ 1,500,000 .

The purchase price is payable in 24 equal monthly installments, commencing April 1, 2026, pursuant to a secured promissory note (the

“Promissory Note”) bearing interest at the rate of 8.00 % per annum.

EIDL Loan Agreement

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.

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

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

Company has notes payable (in addition to the Senior Secured Notes and the notes payable to Kaufman Kapital described above),

consisting of the following as of September 30, 2025, and December 31, 2024:

Schedule of Notes Payable

September 30,

EnWave Equipment Loan

SBA EIDL Loan

Total notes payable

current maturities

Notes payable, less current maturities

Company recognized $ 16,727

of interest expense on these notes payable for the nine months ended September 30, 2025, and 2024, respectively.

Company recognized aggregate interest expense for the nine months ended September 30, 2025, and 2024 respectively, as follows:

Schedule 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 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 on related party notes

Amended warrant

Interest on credit cards

Interest on first credit position financing

Total interest expense

13 – Changes in Stockholders’ Equity

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

As of June 30, 2025, none of the preferred stock had been

designated or issued.

As of September 30, 2025, 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, 2025, a total of 10,719,769 shares of common

stock had been issued.

As of September 30, 2025, a total of 12,234,478 shares of

common stock had been issued.

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

February 18, 2025, the Company entered into a First Amendment to an At-The-Market Issuance Sales Agreement (the “ATM Agreement”)

to increase the aggregate offering price of the shares of common stock that the Company may sell under the ATM Agreement from $ 3,000,000

to up to $ 5,000,000 .

During the six months ended June 30, 2025, the Company sold a total of 1,303,115 shares of common stock, including

182,693 shares authorized, but unissued at December 31, 2024, at prevailing market prices under the ATM Agreement for aggregate net proceeds

of $ 2,407,448 , after deducting applicable expenses, including commissions paid to Alexander Capital, L.P., as sales agent, equal to 3 %

of the gross proceeds from the sale of the shares.

October 23, 2024, we entered into an At-The-Market Issuance Sales Agreement (the “2024 ATM Agreement”) with Alexander

Capital, L.P., as selling agent (“Alexandar Capital” or the “Sales Agent”), relating to shares of our common

stock, par value $ 0.001

per share (“common stock”).

In accordance with the ATM Agreement, we were authorized to offer and sell shares of our

common stock having an aggregate offering price of up to $ 3,000,000

from time to time through the Sales Agent.

February 18, 2025, we entered into a First Amendment to the ATM Agreement to increase the aggregate offering price of our shares of

common stock that we may sell under the 2024 ATM Agreement to up to $ 5,000,000 .

The Sales Agent was entitled to commissions of 3.0% of the gross proceeds

of the sales of common stock under the 2024 ATM Agreement

the termination of the 2024 ATM Agreement on March 21, 2025, we had sold 2,620,422

shares of common stock through the Sales Agent for aggregate gross proceeds of $ 4,998,249 .

Commissions paid to the Sales Agent were $ 149,393

resulting in net proceeds of $ 4,848,856 .

July 29, 2025, we entered into a second ATM Agreement with Alexander Capital (the “2025 ATM Agreement”), on substantially

the same terms as the 2024 ATM Agreement, under which we may offer and sell shares of our common stock from time to time through the

Sales Agent having an aggregate offering price of up to $ 3,000,000 .

the termination of the 2025 ATM Agreement on September 30, 2025, we had sold 1,300,993

shares of common stock through the Sales Agent for aggregate gross proceeds of $ 2,929,897 .

Commissions paid to the Sales Agent were $ 87,885

resulting in net proceeds of $ 2,842,011 .

For the period ending September 30, 2025, the Company sold an aggregate of 2,421,415 shares of common stock pursuant

to its 2024 and 2025 ATM Agreements through the Sales Agent, resulting in net proceeds of $ 5,239,988 .

February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase

an aggregate of 39,747 shares of common stock.

an aggregate of 39,747 shares of common stock at an exercise price of $ 0.96 per share.

June 4, 2025, Kaufman Kapital exercised warrants to purchase an aggregate of 1,000,000 shares of the Company’s common stock at

2 unchanged sentences

The exercises resulted in aggregate cash proceeds of $ 1,000,000 .

the period ended June 30, 2025, additional warrants were exercised to purchase an aggregate of 135,000 shares of the Company’s

common stock at an exercise price of $ 1.00 per share.

The exercises resulted in aggregate cash proceeds of $ 135,000 .

During the period ended September 30, 2025, additional Warrants were exercised to purchase an aggregate of 348,716

shares of the Company’s common stock at an exercise price

per share for aggregate cash proceeds

of $ 348,716 .

14 – 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, resulting in 1,633,000 reserved shares as of June 30, 2025.

There were 1,333,470 options with a weighted average

exercise price of $ 2.20 per share, and a weighted average remaining life of approximately 9.01 years, outstanding as of June 30, 2025.

increases under the plan, resulting in 1,633,000 reserved shares as of September 30, 2025.

There were 1,333,470 options with a weighted

average exercise price of $ 2.20 per share, and a weighted average remaining life of approximately 8.76 years, outstanding as of September

Stock Options Issued for Services Pursuant to the Company’s 2022 Equity Incentive Plan

13 unchanged sentences

including options to purchase 15,000 shares issued to each of the Company’s CEO and CFO in consideration of their services as directors.

The options vest monthly over 6 months following the issuance date.

The options vest monthly over six months following the issuance date.

The aggregate estimated value using the plain vanilla Black-Scholes

Pricing Model, based on a volatility rate of 46 % and a call option value of $ 0.8796 , and an expected term of 5 years, was $ 79,170 .

TO THE CONDENSED FINANCIAL STATEMENTS

June 12, 2025 the Company granted options to purchase 610,000 shares of the Company’s common stock having an exercise price of

6 unchanged sentences

rate of 45 % and a call option value of $ 1.0462 , and an expected term of 6.5 years, was $ 638,158 .

are being expensed over the respective vesting period, resulting in $ 81,097 of stock-based compensation expense during the six months

ended June 30, 2025.

As of June 30, 2025, a total of $ 809,458 of unamortized expenses are expected to be expensed over the remaining

vesting period.

of Stock Option Activity

Number of Options

Weighted Average Grant Date

Aggregate Intrinsic Value

Outstanding at December 31, 2024

Outstanding at September 30, 2025

Expected to vest

are being expensed over the respective vesting period, resulting in $ 177,257 of stock-based compensation expense during the nine months

ended September 30, 2025.

As of September 30, 2025, a total of $ 613,672 of unamortized expenses are expected to be expensed over the

remaining vesting period.

15 – Common Stock Warrants

to purchase a total of 2,074,202 shares of common stock at a weighted average exercise price of $ 2.46 per share, with a weighted average

remaining life of approximately 6.19 years, were outstanding as of June 30, 2025.

remaining contractual life of approximately 5.67 years, were outstanding as of September 30, 2025.

February 14, 2025, the Company received aggregate proceeds of $ 38,157 on the exercise of Representative’s Warrants to purchase

4 unchanged sentences

The exercises resulted in aggregate cash proceeds of $ 1,000,000 .

the period ended June 30, 2025, additional warrants were exercised to purchase an aggregate of 135,000 shares of the Company’s

common stock at an exercise price of $ 1.00 per share.

The exercises resulted in aggregate cash proceeds of $ 135,000 .

18 - Income Taxes

Company incurred a net operating loss for the six months ended June 30, 2025, 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.

On June 30, 2025,

the Company had approximately $ 12.1 million of federal net operating losses.

The net operating loss carryforwards, if not utilized, will

begin to expire in 2041.

effective income tax rate for the six months ended June 30, 2025, and 2024, was 21 %.

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

Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than

not that the net deferred tax assets will not be fully realizable.

Accordingly, a valuation allowance has been recorded against the Federal

and state deferred tax assets as of June 30, 2025, and December 31, 2024.

Additionally,

in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

TO THE CONDENSED FINANCIAL STATEMENTS

During the period ended September 30, 2025, additional

Warrants were exercised to purchase an aggregate of 348,716 shares of the Company’s common stock at an exercise price of $ 1.00 per

share for aggregate cash proceeds of $ 348,716 .

of Warrant Activity

Number of Warrants

Weighted-Average Exercise Price

Weighted-Average Remaining Contractual Term (Years)

Outstanding at December 31, 2024

Outstanding at September 30, 2025

Exercisable at September 30, 2025

16 – Fair Value of Financial Instruments

FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly

transaction between market participants at the measurement date (an exit price).

The standard outlines a valuation framework and creates

a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures.

Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required

for items measured at fair value.

Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard.

The Company’s

financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy.

The three levels are as

1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access

at the measurement date.

2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets

or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g.,

interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation

or other means (market corroborated inputs).

3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or

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

30, 2025 and December 31, 2024:

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

Fair Value Measurements at September 30, 2025

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 49,217 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

$ ( 1,674,518 )

$ ( 3,619,407 )

Fair Value Measurements at December 31, 2024

Right-of-use-asset

Notes receivable

Convertible notes payable, related parties net of $ 66,587 of discounts

Notes payable

Notes payable, related parties

Lease liabilities

Total liabilities

Total assets and liabilities

$ ( 2,686,165 )

$ ( 3,452,955 )

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

30, 2025, or the year ended December 31, 2024.

17 – Segment Reporting

37 unchanged sentences

and Latin America operations segments’ EBITDA to consolidated net earnings before income

tax expense for the six months ended June 30, 2025, and 2024:

tax expense for the three and nine months ended September 30, 2025, and 2024:

of Segment Reporting

For the Six Months Ended

For the Three Months Ended

For the Nine Months Ended

September 30,

operations segment sales

8 unchanged sentences

$ ( 476,361 )

$ ( 1,388,418 )

Latin American operations segment cost of goods sold

8 unchanged sentences

$ ( 7,147,254 )

$ ( 494,182 )

Consolidated EBITDA

1 unchanged sentence

$ ( 2,819,642 )

$ ( 1,882,600 )

Reconciliation of net earnings before income tax expense:

4 unchanged sentences

$ ( 1,882,600 )

$ ( 1,177,738 )

$ ( 827,976 )

$ ( 2,819,642 )

$ ( 1,882,600 )

Interest income

4 unchanged sentences

$ ( 1,270,805 )

TO THE CONDENSED FINANCIAL STATEMENTS

20 — Company Realignment

April 2024, the Company initiated an organizational realignment to expand manufacturing operations by opening and operating a factory

in Pisco, Peru.

This large-scale initiative aligned the Company’s resources, strategies, and goals with our desired outcomes.

incurred total aggregate costs of approximately $ 5.5 million related to this initiative, consisting of (i) approximately $ 4.6 million

in factory start-up costs including purchasing equipment, build-out, and supplies for the new facility and (ii) approximately $ 0.9 million

in factory idle capacity, professional fees, legal fees, travel costs, etc.

The organizational realignment is substantially complete

as of June 30, 2025.

the six months ended June 30, 2025, we incurred approximately $ 1.07 million of realignment costs comprised of:

$ 491,890 for capitalized

machinery and equipment, $ 480,320 for factory idle capacity, $ 23,917 for travel costs and $ 74,394 for professional and legal fees.

the period six months ended June 30, 2024, we incurred $ 20,017 for travel costs and $ 92,303 for professional and legal fees.

$ ( 4,094,090 )

$ ( 3,264,326 )

18 – Related Party Transactions

Kapital, led by Daniel Kaufman, is a beneficial owner holding more than 10 % of the Company’s outstanding common stock.

On July 15, 2024, the Company entered into a

Securities Purchase Agreement (as amended, the “SPA”) with Daniel L.

Kaufman, as described in Note 12.

As of September

30, 2025 the SPA principal outstanding on the Convertible Note was $ 3,400,000 .

Kaufman Kapital exercised the $ 1.00

Warrant on June 24, 2025, as described in Note 15.

Warrant has not been exercised as of September 30, 2025.

August 29, 2024, the Company borrowed $ 1,200,000 from Kaufman Kapital pursuant to the Secured Note, as described in Note 12.

May 7, 2025, and September 30, 2025 the Company repaid $ 325,000 and $ 375,000 of principal on the Secured Note.

The principal outstanding

is $ 500,000 as of September 30, 2025.

Vision Fund LP, is led by the Company’s CFO, John Dalfonsi.

As discussed further in Note 12 above, on

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

Notes and Warrants to purchase an aggregate of 518,750 shares of the

Company’s common stock, to a group of investors led by Eagle Vision Fund LP.

the nine months ended September 30, 2025 the Company repaid $ 1,560,000

of principal outstanding under the Senior Secured Notes resulting

in the payment in full of such notes as of September 30, 2025.

the period ended September 30, 2025, of the 518,750 Warrants

issued to purchasers of the Senior Secured Notes, Warrants were exercised to purchase an aggregate of 307,500 shares

of the Company’s common stock at an exercise price of $ 1.00 per

share for aggregate cash proceeds of $ 307,500 .

19 – Commitments and Contingencies