FINANCIAL STATEMENTS (Unaudited)
−Removed: BEVERAGE COMPANY
−Removed: Balance Sheets (Unaudited)
−Removed: of September 30, 2022 and December 31, 2021
+Added: EQUATOR BEVERAGE COMPANY
+Added: Condensed Balance Sheets (Unaudited)
+Added: As of September 30, 2024 and December 31, 2023
September 30,
+Added: (As Restated)
Current Assets
3 unchanged sentences
Prepaid expenses
−Removed: Security deposit
Total Current Assets
4 unchanged sentences
Total Current Liabilities
+Added: Commitments and Contingencies – Refer to Note 3
Stockholders’ Equity
6 unchanged sentences
Total Liabilities and Stockholders’ Equity
−Removed: accompanying notes are an integral part of these financial statements.
−Removed: BEVERAGE COMPANY
−Removed: Statements of Operations (Unaudited)
−Removed: the Three Months Ended September 30, 2022 and 2021
+Added: The accompanying notes are an integral part of these condensed financial statements.
+Added: EQUATOR BEVERAGE COMPANY
+Added: Condensed Statements of Operations (Unaudited)
+Added: For the Three Months Ended September 30, 2024 and 2023
+Added: (As Restated)
Cost of Revenue
1 unchanged sentence
Selling, general and administrative
−Removed: Loss from Operations
−Removed: Other Expense
−Removed: Loss Before Provision for Income Taxes
−Removed: Benefit/(Provision) for Income Taxes
−Removed: Net Loss per common share, basic and diluted
+Added: Total Operating Expenses
+Added: Income / (Loss) from Operations
+Added: Interest Expense
+Added: Income / (Loss) Before Provision for Income Taxes
+Added: $ ( 427,166 )
+Added: Provision for Income Taxes
+Added: Net Income / (Loss)
+Added: $ ( 428,443 )
+Added: Net Income / (Loss) Per Common Share, Basic and Diluted
Weighted Average Number of Common Shares Outstanding, Basic and Diluted
−Removed: accompanying notes are an integral part of these condensed financial statements.
−Removed: BEVERAGE COMPANY
−Removed: Statements of Operations (Unaudited)
−Removed: the Nine Months Ended September 30, 2022 and 2021
+Added: The accompanying notes are an integral part of these condensed financial statements.
+Added: EQUATOR BEVERAGE COMPANY
+Added: Condensed Statements of Operations (Unaudited)
+Added: For the Nine Months Ended September 30, 2024 and 2023
+Added: (As Restated)
Cost of Revenue
1 unchanged sentence
Selling, general and administrative
−Removed: (Loss)/Income from Operations
−Removed: Other (Expense)/ Income
−Removed: (Loss)/ Income Before Provision for Income Taxes
−Removed: Benefit/(Provision) for Income Taxes
−Removed: Net (Loss)/Income
+Added: Total Operating Expenses
+Added: Income / (Loss) from Operations
+Added: Interest Expense
+Added: Income / (Loss) Before Provision for Income Taxes
$ ( 588,968 )
−Removed: Net (Loss)/Income per common share, basic and diluted
+Added: Provision for Income Taxes
+Added: Net Income / (Loss)
+Added: $ ( 591,601 )
+Added: Net Income / (Loss) Per Common Share, Basic and Diluted
Weighted Average Number of Common Shares Outstanding, Basic and Diluted
−Removed: accompanying notes are an integral part of these condensed financial statements.
−Removed: BEVERAGE COMPANY
−Removed: Statements of Cash Flows (Unaudited)
−Removed: the Nine Months Ended September 30, 2022 and 2021
+Added: The accompanying notes are an integral part of these condensed financial statements.
+Added: EQUATOR BEVERAGE COMPANY
+Added: Condensed Statements of Cash Flows (Unaudited)
+Added: For the Nine Months Ended September 30, 2024 and 2023
+Added: (As Restated)
Cash Flows from Operating Activities:
1 unchanged sentence
$ ( 591,601 )
−Removed: Adjustments to reconcile net loss to net cash used in operating activities:
−Removed: Stock issued to directors and employees
−Removed: SBA Loan Forgiveness
+Added: Adjustments to Reconcile Net Income / (Loss) to Net Cash Provided by / (Used In) Operating Activities:
+Added: Restricted, non-trading common stock issued to directors and employees
Changes in Assets and Liabilities:
−Removed: Increase in accounts receivable
−Removed: Increase in inventory
−Removed: Increase in supplier deposits
−Removed: (Increase)/Decrease in prepaid expenses and security deposit
−Removed: Increase in accounts payable and accrued expenses
−Removed: Increase in accrued payroll to officers
−Removed: Net cash used in operating activities
+Added: (Increase) / decrease in accounts receivable
+Added: (Increase) / decrease in inventory
+Added: (Increase) / decrease in supplier deposits
+Added: (Increase) / decrease in prepaid expenses
+Added: (Increase) / decrease in accounts payable and accrued expenses
+Added: Net Cash Provided by / (Used in) Operating Activities
Net Cash Provided by / (Used in) Financing Activities:
Proceeds from related party loan
−Removed: Repayments of from related party loan
−Removed: Proceeds from options exercise
−Removed: Shares repurchased for cancellation
−Removed: Net cash provided by financing activities
−Removed: Net decrease in cash and cash equivalents
+Added: Repayments of related party loan
+Added: Shares purchased for cancellation
+Added: Net Cash Provided by / (Used in) Financing Activities
+Added: Net Increase / (Decrease) in Cash and Cash Equivalents
Cash and Cash Equivalents at Beginning of Period
Cash and Cash Equivalents at End of Periods
−Removed: of non-cash investing and financing activity:
−Removed: During the nine-month period ended September 30, 2022 the Company issued a total of
−Removed: 1,198,554 Restricted and Non-Trading shares with an implied value of $ 184,408 to directors and officers to settle obligations payable.
−Removed: accompanying notes are an integral part of these condensed financial statements.
−Removed: BEVERAGE COMPANY
−Removed: Statements of Changes in Stockholders’ Equity (Unaudited)
−Removed: the Three and Nine Months Ended September 30, 2022 and 2021
−Removed: Stockholders’
+Added: Supplemental Disclosure of Cash Flow Information:
+Added: Cash Paid for Interest
+Added: Summary of non-cash investing and financing activity:
+Added: During the nine-month period ended September 30, 2024 the Company issued a total of 1,015,500 restricted and non-trading shares with an implied value of $680,850 to directors and officers as a result of contractual stock awards.
+Added: During the three-month period ended September 30, 2023 the Company issued a total of 790,500 restricted and non-trading shares with an implied value of $158,567 to directors and officers as a result of contractual stock awards.
+Added: The accompanying notes are an integral part of these condensed financial statements.
+Added: EQUATOR BEVERAGE COMPANY
+Added: Condensed Statements of Changes in Stockholders’ Equity (Unaudited)
+Added: For the Nine Months Ended September 30, 2024 and 2023
Balance, December 31, 2023
$ ( 23,809,238 )
−Removed: Stock issued to Directors and employees
−Removed: Stock repurchased and returned to Treasury
+Added: Restricted, Non-Trading Stock issued to Directors and employees
Balance, March 31, 2024
$ ( 23,912,258 )
−Removed: Stock issued to Directors and employees
−Removed: Exercise of stock options
−Removed: Stock repurchased and returned to Treasury
+Added: Restricted, Non-Trading Stock issued to Directors and employees
Balance, June 30, 2024
$ ( 23,972,396 )
−Removed: Stock issued to Directors and employees
+Added: Restricted, Non-Trading Stock issued to Directors and employees
Balance, September 30, 2024
$ ( 24,400,839 )
−Removed: Stockholders’
Balance, December 31, 2022
$ ( 23,629,281 )
−Removed: Stock issued to Directors and employees
+Added: Restricted, Non-Trading Stock issued to Directors and employees
Balance, March 31, 2023
$ ( 23,624,796 )
−Removed: Stock issued to Directors and employees
+Added: Restricted, Non-Trading Stock issued to Directors and employees
+Added: Stock Retired to Treasury
Balance, June 30, 2023
$ ( 23,605,966 )
−Removed: ( 23,336,522 )
−Removed: Stock issued to Directors and employees
−Removed: Stock repurchased and returned to Treasury
−Removed: Net Income (loss)
+Added: Restricted, Non-Trading Stock issued to Directors and employees
Balance, September 30, 2023
$ ( 23,659,877 )
−Removed: $ ( 23,338,346 )
−Removed: accompanying notes are an integral part of these condensed financial statements.
−Removed: BEVERAGE COMPANY
−Removed: to Condensed Financial Statements (Unaudited)
−Removed: Beverage Company, a Delaware corporation is headquartered in Jersey City, NJ.
−Removed: EQUATOR’s business is new product development, beverage
−Removed: production, distribution, and sales & marketing of its beverages.
−Removed: Our beverages are Non-GMO Project Verified, and USDA Organic.
−Removed: produce both nonalcoholic and ready to drink alcoholic beverages.
−Removed: Equator also has a line of sparking energy beverages that are focused
−Removed: on the female consumer.
−Removed: Equator beverages are available in North America, the Caribbean and Bermuda.
−Removed: We package our beverages in 100%
−Removed: recyclable, eco-friendly packaging.
−Removed: The packaging has a low impact on the environment.
−Removed: and Distribution
−Removed: Company’s flagship product is MOJO Coconut Water.
−Removed: In addition to Coconut Water, the Company produces Sparkling Coconut Water, Coconut
−Removed: Water + Pineapple Juice, and Organic Coconut Water.
−Removed: We seek to grow the market share of our products by expanding our hybrid distribution
−Removed: network through the relationships and efforts of our management and third-party partners and broker network, and new products and packaging.
−Removed: The company packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from
−Removed: carbon oil-based packaging.
−Removed: The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution
−Removed: of our bodies of water.
−Removed: Company has multiple sources for its production.
+Added: The accompanying notes are an integral part of these condensed financial statements.
+Added: EQUATOR BEVERAGE COMPANY
+Added: Notes to Condensed Financial Statements (Unaudited)
+Added: September 30, 2024
+Added: NOTE 1 – BUSINESS
+Added: EQUATOR Beverage Company, headquartered in Jersey City, NJ, is a Delaware corporation that specializes in developing, producing, distributing, and marketing new beverage products.
+Added: Our beverages have been certified Non-GMO Project Verified and USDA Organic, and we offer both nonalcoholic and ready-to-drink alcoholic options.
+Added: In addition, we have a line of sparkling energy beverages.
+Added: Our beverages can be found in North America, the Caribbean, and Bermuda.
+Added: We are committed to sustainability and use 100% recyclable, eco-friendly packaging that has a minimal impact on the environment.
+Added: Furthermore, our products are plant-based, renewable, and eco-friendly.
+Added: Coconut water is nature's super hydration drink for skin and body.
+Added: In each 11 oz serving, there are five essential electrolytes totaling 1043 mg more than other sports drinks.
+Added: It is a fast rehydration recovery drink which performs faster than water.
+Added: Coconut water has natural nutrients for skin and hair and vitamins B & C natural - not added.
+Added: Coconut water is plant based and renewable;
+Added: great for vegan, kosher, paleo keto and low carb diets.
+Added: All this comes with a fresh crisp coconut taste.
+Added: There are no preservatives in this coconut water and it is packaged in an eco-friendly container.
+Added: CURRENT OPERATIONS
+Added: Sales and Distribution
+Added: The Company’s main product is MOJO Coconut Water.
+Added: In addition to Coconut Water, the Company produces Coconut Water + Pineapple Juice, Coconut Water + Mango Juice, Organic Coconut Water, Sparkling Coconut Water Citrus, Sparkling Coconut Water Blood Orange, Sparkling Coconut Water Pink Grapefruit, Energy Sparkling Citrus, Energy Sparkling Blood Orange, Energy Sparkling Pink Grapefruit, Cubano Blue Agave Tequila Organic Sparkling Coconut Water Citrus and Cubano Blue Agave Tequila Organic Sparkling Coconut Water Blood Orange.
+Added: We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management and third-party partners and broker network, and new products and packaging.
+Added: The Company packages its beverages in 100% recyclable, Eco-Friendly packaging that can be recycled infinite times and is not made from carbon oil-based packaging.
+Added: The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water.
+Added: Also, our products are plant-based, Eco-friendly and renewable.
+Added: The Company has multiple sources for its production.
The Company’s fruit sources are of high quality.
−Removed: The fruit is part of the overall
−Removed: taste and quality of our products.
−Removed: Currently, the Company has multiple production facilities that it could source products from, each
−Removed: of the facilities could supply our forecasted demand.
−Removed: beverage industry is competitive.
−Removed: Competitors in our market compete for brand recognition, ingredient sourcing, product shelf space,
−Removed: and e-commerce page rankings.
+Added: The fruit is part of the overall taste and quality of our products.
+Added: Currently, the Company has multiple production facilities that it could source products from, each of the facilities could supply our forecasted demand.
+Added: The beverage industry is competitive.
+Added: Competitors in our market compete for brand recognition, ingredient sourcing, product shelf space, and e-commerce page rankings.
Our competitors have similar distribution channels and retailers to deliver and sell their products.
−Removed: the United States, beverages are governed by the U.S.
+Added: Government Regulation
+Added: Within the United States, beverages are governed by the U.S.
Food and Drug Administration (the “FDA”).
−Removed: As such, it is necessary
−Removed: for the Company to establish, maintain and make available for inspection records as well as to develop labels (including nutrition information)
−Removed: that meet FDA requirements.
+Added: As such, it is necessary for the Company to establish, maintain and make available for inspection records as well as to develop labels (including nutrition information) that meet FDA requirements.
The Company’s production facilities are subject to FDA regulation.
−Removed: of September 30, 2022, the Company had two employees.
+Added: As of September 30, 2024, the Company had two employees.
The Company also uses the services of contractors, consultants and other third-parties.
−Removed: We contract with food brokers to represent our products to specific specialized sales channels.
−Removed: We utilize the services of direct sales
−Removed: and distribution companies that deliver and sell our products to their customers.
−Removed: We contract with manufacturing facilities to produce
−Removed: our products and outsource the storage and transportation of our products.
−Removed: HISTORY AND DEVELOPMENT
−Removed: Company was incorporated in 2007 and began producing MOJO branded products in 2016.
−Removed: EQUATOR Beverage Company is headquartered in Jersey
−Removed: City, New Jersey and our internet site is www.EquatorBeverage.com.
+Added: The Company uses third party bottlers to produce its products which is standard industry practice for every beverage company.
+Added: We also use trucking and logistics companies to transport and store our products.
+Added: We use brokers to sell our product and other professionals for accounting, legal and marketing support, to do all these functions internally would take hundreds of employees and is not cost effective.
+Added: CORPORATE HISTORY AND DEVELOPMENT
+Added: The Company began producing MOJO branded products in 2015.
+Added: EQUATOR Beverage Company is headquartered in Jersey City, New Jersey and our internet site is www.EquatorBeverage.com.
EQUATOR’s stock is traded on the OTCQB under the symbol MOJO.
−Removed: On June 8, 2022, the Board of Directors and majority stockholder of the Company approved a change of name from MOJO Organics, Inc.
−Removed: EQUATOR Beverage Company.
−Removed: This change of name was filed with the State of Delaware and became effective July 5, 2022.
−Removed: Financial Statements
−Removed: accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting
−Removed: on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).
−Removed: Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America
−Removed: (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations.
−Removed: the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading.
−Removed: The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited
−Removed: financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with
−Removed: GAAP and SEC regulations for interim financial statements.
−Removed: The results for the three and nine months ended September 30, 2022 are not
−Removed: necessarily indicative of the results that the Company will have for any subsequent period.
−Removed: These unaudited condensed financial statements
−Removed: should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31,
−Removed: 2021 included in the Company’s Annual Report on Form 10-K.
−Removed: 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
−Removed: financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
−Removed: Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the
−Removed: financial statements and the reported amounts of revenue and expenses during the reporting period.
−Removed: Actual results could differ from those
−Removed: and Cash Equivalents
−Removed: equivalents include investment instruments and time deposits purchased with a maturity of three months or less.
−Removed: As of September 30, 2022,
−Removed: and September 30, 2021, the Company did no t have any cash equivalents.
−Removed: receivable are stated at the amount management expects to collect from outstanding balances.
−Removed: The Company provides for probable uncollectible
−Removed: amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts.
−Removed: The allowance for doubtful accounts as of September 30, 2022 and 2021 was zero .
−Removed: consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).
+Added: Interim Financial Statements
+Added: The accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”).
+Added: Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations.
+Added: However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading.
+Added: The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements.
+Added: The results for the nine months ended September 30, 2024 are not necessarily indicative of the results that the Company will have for any subsequent period.
+Added: These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K.
+Added: NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
+Added: Use of Estimates
+Added: The financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).
+Added: Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period.
+Added: Actual results could differ from those estimates.
+Added: Cash and Cash Equivalents
+Added: Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less.
+Added: As of September 30, 2024, and December 31, 2023, the Company did not have any cash equivalents.
+Added: Accounts Receivable
+Added: Accounts receivable are stated at the amount management expects to collect from outstanding balances.
+Added: The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts.
+Added: The allowance for doubtful accounts as of September 30, 2024 and December 31, 2023 was zero.
+Added: Inventory, consisting solely of finished goods, are stated at the lower of cost (first-in, first-out method) or net realizable value (“NRV”).
If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost.
−Removed: no such adjustments in 2022 or 2021.
−Removed: from sales of products is recognized when the related performance obligation is satisfied.
−Removed: The Company’s performance obligation
−Removed: is satisfied upon the shipment or delivery of products to customers.
−Removed: The Company’s products are sold on cash and credit terms which
−Removed: are established in accordance with standardized industry practices and typically require payment within 30 days of delivery.
−Removed: Costs incurred
−Removed: for sales incentives and discounts are accounted for as reductions in revenue.
−Removed: incurred for sales incentives and discounts are accounted for as reductions in revenue.
−Removed: These costs include payments to customers for
−Removed: performing merchandising activities on our behalf, including in store displays, promotions for new items and obtaining optimum shelf
−Removed: and Handling Costs
−Removed: and Handling Costs incurred to move finished goods from our distribution center to customer locations are included in the line Selling,
−Removed: General and Administrative Expenses in our Statements of Operations.
−Removed: Income/(Loss) Per Common Share
−Removed: Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards
−Removed: Codification (“ASC”) Topic 260, “ Earnings per Share”.
−Removed: ASC Topic 260 requires presentation of basic and
−Removed: Basic EPS is computed by dividing the loss available to common stockholders by the weighted-average number of common shares
−Removed: outstanding for the period.
−Removed: Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents
−Removed: outstanding during the periods.
−Removed: are no potentially dilutive securities that have been excluded from the computation of weighted average shares outstanding.
−Removed: Net Operating Loss Carryforwards for federal taxes was $ 3,754,634 , at September 30, 2022 and $ 3,754,634 for the State of New Jersey.
−Removed: The Deferred Tax Assets for federal taxes was $ 788,473 at September 30, 2022 and $ 337,917 for the State of New Jersey.
−Removed: The total Deferred
−Removed: Tax Assets was $ 1,126,390 at September 30, 2022.
−Removed: The Deferred Tax assets have been fully reserved by valuation allowances beyond that
−Removed: portion which is expected to offset current taxes.
−Removed: As of September 30, 2022, the Company’s Federal income tax payable and State
−Removed: Income Tax payable is zero .
−Removed: Company provides for income taxes using the asset and liability approach in accounting for income taxes.
−Removed: Deferred tax assets and liabilities
−Removed: are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect
−Removed: when these differences are expected to reverse.
−Removed: Deferred tax assets are reduced by a valuation allowance if, based on the weight of available
−Removed: evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
−Removed: The Company did no t have a deferred
−Removed: tax liability at September 30, 2022 and September 30, 2021.
−Removed: of September 30, 2022, and September 30, 2021, the Company had no accrued interest or penalties because there were none.
−Removed: had no Federal or State tax examinations in the past nor does it have any at the current time.
−Removed: SCHEDULE OF DEFERRED TAX ASSETS
−Removed: Deferred Tax Asset as
−Removed: of September 30,
−Removed: State of New Jersey
−Removed: value of financial instruments
−Removed: carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate
−Removed: their fair values due to their short-term nature.
−Removed: 3 – COMMITMENTS AND CONTINGENCIES
−Removed: to the Amended and Restated Employment Agreement (“the Agreement”) dated April 6, 2017 and amended on September 1, 2022,
−Removed: Simpson is paid a salary of $ 8,000 per month and 67,000 shares of non-trading, restricted Common Stock.
−Removed: Simpson is also paid an annual bonus comprised of cash and non-trading, restricted Common Stock based on the achievement of performance
−Removed: goals established by the Board of Directors of the Company and set forth in the Agreement.
−Removed: The cash bonus is established at $ 44,400 per
−Removed: The stock bonus is set at 200,000 shares of non-trading, restricted Common Stock per year through March 31, 2027.
−Removed: to the Agreement, if Mr.
−Removed: Simpson’s employment is terminated without cause, the Company is obligated to pay him all amounts due
−Removed: under the contract for the remaining term of the contract immediately.
−Removed: At September 30, 2022, the potential liability to EQUATOR Beverage
−Removed: Company was $ 432,000 and 3,618,000 shares of non-trading, restricted Common Stock.
−Removed: 4 – STOCKHOLDERS’ EQUITY
−Removed: July 5, 2022, the State of Delaware approved the 1-for-2 reverse split and the decrease in Authorized shares from 40,000,000 to 20,000,000
−Removed: June 8, 2022, the Board of Directors of the Company approved a prospective amendment to the Fourth Article of the Company’s Articles
−Removed: of Incorporation to decrease the authorized common stock from 40,000,000 shares, par value $ 0.001 , to 20,000,000 shares, par value $ 0.001 .
−Removed: On June 8, 2022, the majority stockholders approved the decrease in authorized shares amendment by written consent, in lieu of a special
−Removed: meeting of the stockholders.
−Removed: On June 8, 2022, the Board of Directors of the Company approved the prospective amendment to the Company’s
−Removed: Articles of Incorporation to effect a 1-for-2 reverse split of the Company’s Common Stock.
−Removed: On June 8, 2022, stockholders of the
−Removed: Company owning a majority of the Company’s outstanding voting stock approved the reverse stock split by written consent, in lieu
−Removed: of a special meeting of the stockholders.
−Removed: The decrease in authorized shares and reverse stock split was approved by FINRA on July 19,
−Removed: 2022 and effective July 20, 2022.
−Removed: All share and per share data has been retroactively adjusted to reflect the reverse stock split.
−Removed: June 2021, the Company decreased its Authorized Shares from 190,000,000 to 40,000,000 shares.
−Removed: This was a reduction of 150,000,000 in
−Removed: Authorized Shares.
−Removed: As of September 30, 2022 there are 15,917,115 shares outstanding and no other classes of stock.
−Removed: Stock Issuances
−Removed: the nine months ended September 30, 2022, 1,211,054 shares of Restricted and Non-Trading Common Stock were issued to Directors and Officers
−Removed: of the Company.
−Removed: These shares have full voting rights but are restricted for sale and transfer.
−Removed: June 1, 2022, Mr.
−Removed: Simpson exercised his options to purchase 159,054 shares of Restricted and Non-Trading shares at $ 0.16 per share.
−Removed: total exercise value was $ 25,449 .
−Removed: February 4, 2022, the board of Directors approved the issuance of 525,000 shares of Restricted and Non-Trading Common Stock to Mr.
−Removed: Devlin and Ms.
−Removed: Cudia for their continued service to the Company.
−Removed: Simpson was issued 350,000 shares of Restricted and Non-Trading
−Removed: Common Stock.
−Removed: Devlin and Ms.
−Removed: Cudia were each issued 87,500 shares of Restricted and Non-Trading Common Stock.
−Removed: The value of these
−Removed: shares was recorded as a component of compensation expense.
−Removed: Additionally,
−Removed: Simpson was issued 402,000 shares of Restricted and Non-Trading Common Stock for the stock portion of his annual salary.
−Removed: was issued 75,000 shares of Restricted and Non-Trading Common Stock as for continuing to serve as a Director of the Company.
−Removed: was issued 37,500 shares of Restricted and Non-Trading Common Stock for her annual stock bonus.
−Removed: The value of these shares was recorded
−Removed: as a component of compensation expense.
−Removed: Purchased for Cancellation
−Removed: the nine months ended September 30, 2022 the Company purchased 830,342 shares of its Restricted Common Stock from shareholders at a cost
−Removed: of $ 194,018 .
−Removed: the year ended December 31, 2021 the Company purchased 382,913 shares of its Restricted Common Stock from shareholders at a cost of $ 765,826 .
−Removed: The shares were cancelled.
−Removed: 5 – STOCK OPTIONS
−Removed: June 1, 2022, Mr.
−Removed: Simpson exercised options to purchase 159,054 shares of Restricted and Non-Trading shares at $ 0.16 per share.
−Removed: exercise value was $ 25,449 .
−Removed: February 4, 2022, the Company adjusted the exercise price of the options granted to Mr.
−Removed: Simpson from $ 0.32 per share to $ 0.16 per share.
−Removed: September 24, 2021, the Company extended the expiration date of the options granted to Mr.
−Removed: Simpson from April 6, 2022 to April 6, 2024 .
−Removed: the year ended December 31, 2021, Mr.
−Removed: Simpson exercised options to purchase 93,750 shares of Restricted and Non-Trading shares at $ 0.32
−Removed: The total exercise value was $ 30,000 and this reduced the accrued salary payable to Mr.
−Removed: Simpson to $ 0 .
−Removed: following table summarizes stock option activity:
−Removed: OF STOCK OPTIONS ACTIVITY
−Removed: Outstanding, December 31, 2021
+Added: There were no such adjustments in 2024 or 2023.
+Added: Revenue Recognition
+Added: Revenue from sales of products is recognized when the related performance obligation is satisfied.
+Added: The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers.
+Added: The Company’s products are sold on cash and credit terms which are established in accordance with standardized industry practices and typically require payment within 30 days of delivery.
+Added: Shipping and Handling Costs
+Added: Shipping and Handling Costs incurred to move finished goods from our distribution center to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.
+Added: Net Income/(Loss) Per Common Share
+Added: The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “ Earnings per Share”.
+Added: ASC Topic 260 requires presentation of basic and diluted EPS.
+Added: Basic EPS is computed by dividing the income/(loss) available to common stockholders by the weighted-average number of common shares outstanding for the period.
+Added: Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.
+Added: The Company provides for income taxes using the asset and liability approach in accounting for income taxes.
+Added: Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse.
+Added: Deferred tax assets are reduced by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
+Added: The Company did not have a deferred tax liability at September 30, 2024 and 2023.
+Added: As of September 30, 2024, and September 30, 2023, the Company had no accrued interest or penalties.
+Added: The Company had no Federal or State tax examinations in the past nor does it have any at the current time.
+Added: The table below shows the details of the Net Operating Loss Carryforward and Deferred Tax Assets for 2024 and 2023:
+Added: Net Operating Loss Carryforward, January 1
+Added: Taxable Income, January 1 to September 30
+Added: Net Operating Loss Carryforward, September 30
+Added: Federal Deferred Tax Asset, January 1
+Added: Federal Tax Expense as of September 30 (21% Tax Rate)
+Added: Federal Deferred Tax Asset, September 30
+Added: State of New Jersey Deferred Tax Asset, January 1
+Added: State of New Jersey Tax Expense as of September 30 (9% Tax Rate)
+Added: State of New Jersey Deferred Tax Asset, September 30
+Added: Total Deferred Tax Asset, September 30
+Added: Total Tax Expense
+Added: The table below shows the reconciliation of Net Income / (Loss) per Books to Taxable Income:
+Added: Net Income/(Loss) before Taxes
+Added: $ ( 591,601 )
+Added: Taxable Net Income
+Added: Fair value of financial instruments
+Added: The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expense, approximate their fair values due to their short-term nature.
+Added: NOTE 3 – COMMITMENTS AND CONTINGENCIES
+Added: Employment Agreement
+Added: Pursuant to Mr.
+Added: Simpson’s employment agreement dated January 1, 2024, Mr.
+Added: Simpson is paid a salary of $ 9,000 per month in cash from the months of January to June 2024 and $ 9,500 per month in cash from the months of July to December 2024.
+Added: The Company is obligated to grant Mr.
+Added: Simpson 67,000 shares of restricted, non-trading, common stock per month.
+Added: Should the Company meet its revenue targets, the Company is obligated to grant Mr.
+Added: Simpson 200,000 shares of restricted, non-trading common stock per month, and a cash bonus of $ 44,400 .
+Added: Pursuant to the Agreement, should Mr.
+Added: Simpson’s employment be terminated without cause, the Company is obligated to pay Mr.
+Added: Simpson all amounts from the contract immediately for the remaining term of 63 months.
+Added: At September 30, 2024, the potential liability to EQUATOR Beverage Company was $ 598,500 and 4,221,000 shares of non-trading, restricted Common Stock.
+Added: NOTE 4 – STOCKHOLDERS’ EQUITY
+Added: The Company has authorized 20,000,000 shares of Common Stock having a par value of $ 0.001 .
+Added: Restricted Stock Issuances
+Added: The table below summarizes the restricted, non-trading stock awards during the first nine months of 2024 and 2023:
+Added: Restricted, Non-trading Stock Awards
+Added: Officers and Directors
+Added: January 1 to September 30
Glenn Simpson
−Removed: Exercised, September 30, 2022
Glenn Simpson
−Removed: Outstanding, September 30, 2022
+Added: Jeffrey Devlin
Glenn Simpson
−Removed: the nine months ended September 30, 2022 and 2021, compensation expense related to stock options was $ 0 .
−Removed: As of September 30, 2022, there
−Removed: was no unrecognized compensation cost related to non-vested stock options.
−Removed: 6 – RELATED PARTY TRANSACTIONS
−Removed: the nine months ended September 30, 2022, Mr.
−Removed: Simpson lent funds to the Company.
+Added: Glenn Simpson
+Added: Jeffrey Devlin
+Added: Glenn Simpson
+Added: Glenn Simpson
+Added: Jeffrey Devlin
+Added: Stock Purchased for Cancellation
+Added: During the nine months ended September 30, 2024, the Company did not purchase any shares of its Common Stock from shareholders.
+Added: During the year ended December 31, 2023, the Company purchased 401,269 shares of its Common Stock from shareholders at a cost of $ 51,814 .
+Added: NOTE 5 – RELATED PARTY TRANSACTIONS
+Added: Simpson lent funds to the Company for a revolving loan with a principal amount up to $ 300,000 .
+Added: The loan bears a 6 % simple interest per year.
+Added: The principal and any accrued interest are due and payable on demand, and the Company has the right to pay back the loan in full or make payments without penalty.
As of September 30, 2024, the loan payable to Mr.
−Removed: was $ 275,000 .
−Removed: June 1, 2022, Mr.
−Removed: Simpson exercised 159,054 stock options at an exercise price of $ 0.16 .
−Removed: The Company issued 159,054 Restricted and Non-Trading
−Removed: shares of Common Stock in exchange for the total exercise price of $ 25,449 .
−Removed: the year ended December 31, 2021, Mr.
−Removed: Simpson exercised 93,750 stock options at an exercise price of $ 0.32 .
−Removed: The Company issued 93,750
−Removed: Restricted and Non-Trading shares of Common Stock, and the accrued payroll owed to him was reduced by $ 30,000 .
−Removed: 7 – SBA LOANS “CARES ACT”
−Removed: January 2021, the Company received the loan forgiveness decision from the SBA for the loan proceeds under the Paycheck Protection Program.
−Removed: The full amount of the loan amounting $ 35,508 was forgiven in January 2021.
+Added: Simpson was $ 310,000 .
+Added: As of September 30, 2023, the loan payable to Mr.
+Added: Simpson was $ 290,000 .
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.