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Item 2. Unregistered Sales of Equity Securities

2025-03-14 compared with 2022-10-13 · 90 added, 183 removed, 54 unchanged (83% of the section changed)

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

DEFAULTS UPON SENIOR SECURITIES

UNRESOLVED STAFF COMMENTS

LEGAL PROCEEDINGS

We are not a party to any legal or administrative proceedings and are not aware of any pending or threatened legal or administrative proceedings against the Company in all material aspects.

We could from time to time become a party to various legal or administrative proceedings arising in the course of our business.

MINE SAFETY DISCLOSURE

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

the period January 1, 2021 to September 30, 2022, the following table sets forth the high and low closing bid prices by quarter, based

upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent

actual transactions:

The Company’s Common Stock is currently quoted on the OTCQB under the symbol MOJO.

For the period January 1, 2023 to September 30, 2024, the following table sets forth the high, low and closing stock prices by quarter, based upon information obtained from inter-dealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:

Third Quarter 2024

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First Quarter 2023

weighted average price

of September 30, 2022, there were 15,917,115 shares issued and outstanding.

There were 907 shareholders of record.

Company has not declared a cash dividend with respect to its Common Stock.

Future payment of dividends is within the discretion of the

Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors.

Sales of Unregistered Securities, Use of Proceeds from Registered Securities

were no sales of unregistered securities during the three months ended September 30, 2022 and 2021.

Purchases of Equity Securities

the nine months ended September 30, 2022, the Company repurchased 830,342 shares of EQUATOR Restricted Common Stock from shareholders

at a total cost of $193,187.

The shares were cancelled.

the year ended December 31, 2021, the Company repurchased 382,913 shares of EQUATOR Restricted Common Stock from shareholders at a total

cost of $107,215.

*Volume-Weighted Average Price

The Company has not declared a cash dividend with respect to its Common Stock.

Future payment of dividends is within the discretion of the Board of Directors and will depend on earnings, capital requirements, financial condition and other relevant factors.

Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities

There were no sales of unregistered securities during the nine months ended September 30, 2024 and 2023.

Issuer Purchases of Equity Securities

During the quarter ended September 30, 2024, the Company did not repurchase any shares of EQUATOR Common Stock from shareholders.

During the year ended December 31, 2023, the Company repurchased 401,269 shares of EQUATOR Common Stock from shareholders at a total cost of $51,814.

The shares were cancelled

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DIRECTORS, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE

Officer and Directors

are the names and certain information regarding our current executive officer and directors:

are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

information of each current officer and director is set forth below.

Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company.

Executive Officer and Directors

Below are the names and certain information regarding our current executive officer and directors:

Glenn Simpson

Chairman & CEO

October 27, 2011

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified.

Biographical information of each current officer and director is set forth below.

Glenn Simpson is Chairman of the Board of Directors and Chief Executive Officer of the Company.

Simpson joined the Company in October 2011.

He has extensive experience in the beverage industry.

Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers,

Simpson was Vice President and Chief Financial Officer of Coca-Cola Bottlers, Inc.

in Uzbekistan from 1995 to 2000.

His primary responsibilities included corporate strategy, supervision of bottling and distribution

operations and facilities construction.

His accomplishments included growing revenues from a base at $4 million to over $160 million

The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership

based upon product quality and revenue growth.

His primary responsibilities included corporate strategy, supervision of bottling and distribution operations and facilities construction.

His accomplishments included growing revenues from a base at $4 million to over $160 million annually.

The company was awarded “Bottler of the Year” by The Coca-Cola Company for two consecutive years under his leadership based upon product quality and revenue growth.

From 2009 to 2011, Mr.

Simpson was engaged in beverage projects on a consulting basis

in Russia and Afghanistan.

Simpson was engaged in beverage projects on a consulting basis in Russia and Afghanistan.

Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.

Devlin has served on the Board of Directors of the Company since January 2012.

Devlin has over 35 years of advertising and business

development experience.

Devlin currently serves as Chief Marketing Officer – Government, Advertising and Commerce at Deloitte

Consulting LLP.

He has held various other executive and creative positions over the course of his advertising career, including launching

the introduction of Diet Coke for The Coca-Cola Company.

Devlin currently serves on the board of directors of a number of private

organizations, as well as on the board of directors of Location Based Technologies, Inc., a publicly traded company.

Devlin received

a Bachelor’s degree from Bethel University.

Company has not established any committees of the Board of Directors.

Our Board of Directors may designate from among its members an

executive committee and one or more other committees in the future.

Board Committees

The Company has not established any committees of the Board of Directors.

Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future.

We do not have a nominating committee or a nominating committee charter.

Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

no security holders have made any such recommendations.

Our two directors perform all functions that would otherwise be performed by

To date, no security holders have made any such recommendations.

Our two directors perform all functions that would otherwise be performed by committees.

Given the present size of our board it is not practical for us to have committees.

If we are able to grow our business and

increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Communications

we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

To date, no security

holders have made any such recommendations.

have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial

officer, principal accounting officer or controller, and persons performing similar functions.

We believe that the Code of Ethics is

reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable

disclosure in public reports;

If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Shareholder Communications

Currently, we do not have a policy with regard to the consideration of any director candidates recommended by security holders.

To date, no security holders have made any such recommendations.

Code of Ethics

We have adopted a written code of ethics (the “Code of Ethics”) that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, and persons performing similar functions.

We believe that the Code of Ethics is reasonably designed to deter wrongdoing and promote honest and ethical conduct;

provide full, fair, accurate, timely and understandable disclosure in public reports;

comply with applicable laws;

ensure prompt internal reporting of code violations;

and provide accountability

for adherence to the code.

To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street,

Floor 25, Jersey City, New Jersey 07302.

16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of

the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership

of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership

with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that

no other reports were required, during the three months ended September 30, 2022 all Section 16(a) filing requirements applicable to

our officers, directors and greater than 10% beneficial owners were complied with.

and provide accountability for adherence to the code.

To request a copy of the Code of Ethics, please make written request to our Company at 185 Hudson Street, Suite 2500, Jersey City, New Jersey 07302.

Section 16(a) Beneficial Ownership Reporting Compliance

Under Section 16(a) of the Exchange Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the SEC.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the nine months ended September 30, 2024 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

EXECUTIVE COMPENSATION

following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined

under SEC rules).

The following table sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules).

Name and Principal Position

2 unchanged sentences

$ 128,305 (2)

to his employment agreement (the “Amended Simpson Agreement”) amended September

Simpson is paid a salary of $8,000 per month in cash and the Company is obligated

Simpson 67,000 shares of non-trading, restricted Common Stock per month.

to this agreement, Mr.

Simpson is also entitled to an annual bonus comprised of cash and

non-trading, restricted Common shares based on performance goals established by the Board

of Directors of the Company.

The cash bonus is established at $44,400 per year.

bonus is set at 100,000 shares of non-trading, restricted Common Stock per year through March

to his employment agreement (the “Simpson Agreement”), Mr.

Simpson is paid a

salary of $5,000 per month in cash and the Company is obligated to grant Mr.

Simpson 33,500

shares of non-trading, restricted Common Stock per month.

Pursuant to this agreement, Mr.

Simpson is also entitled to an annual bonus comprised of cash and non-trading, restricted

Common shares based on performance goals established by the Board of Directors of the Company.

The cash bonus is established at $44,400 per year.

The stock bonus is set at 100,000 shares

of non-trading, restricted Common Stock per year through March 31, 2025.

the nine months ended September 30, 2022, 402,000 shares of Non-trading, Restricted Common Stock were issued to Mr.

Simpson for the stock

portion of his compensation.

Simpson was also issued 350,000 shares of Non-Trading Restricted Common Stock as a one-time stock award.

the nine months ended September 30, 2021, 201,000 shares of Non-trading, Restricted Common Stock were issued to the Mr.

Simpson for the

stock portion of his compensation.

During the year 2021, Mr.

Simpson exercised stock options to purchase 93,750 non-trading, restricted

shares for a total exercise price of $30,000.

This reduced the accrued salary owed to him.

Option Awards at June 30

following table sets forth information regarding stock options held by executive officers at September 30.

Option awards

Glenn Simpson

February 4, 2022, the Company adjusted the exercise price of the options granted to Mr.

Simpson from $0.32 per share to $0.16 per share.

September 24, 2021, the Company extended the expiration date of the options granted to Mr.

Simpson from expiring an April 6, 2022 to

April 6, 2024.

Exercises in 2022 and 2021

June 1, 2022, Mr.

Simpson exercised options to purchase 159,054 Restricted and Non-Trading shares at $0.16 per share.

The total exercise

value was $25,449.

May 19, 2021, Mr.

Simpson exercised options to purchase 46,875 Restricted and Non-Trading shares at $0.32 per share.

The total exercise

value was $15,000 and this reduced the accrued salary payable to Mr.

Simpson to $0.

March 24, 2021, Mr.

Simpson exercised options to purchase 46,875 Restricted and Non-Trading shares at $0.32 per share.

The total exercise

value was $15,000 and this reduced the accrued salary payable to Mr.

Simpson to $0.

non-employee director did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors

or for special assignments.

Pursuant to Mr.

Simpson’s employment agreement dated January 1, 2024, Mr.

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.

The Company is obligated to grant Mr.

Simpson 67,000 shares of restricted, non-trading common stock per month.

Should the Company meet its revenue targets, the Company is obligated to grant Mr.

Simpson 200,000 shares of restricted, non-trading common stock per month, and a cash bonus of $44,400.

Pursuant to Mr.

Simpson’s employment agreement amended September 1, 2022, Mr.

Simpson is paid a salary of $8,000 per month in cash and the Company is obligated to grant Mr.

Simpson 67,000 shares of restricted, non-trading common stock per month.

During the nine months ended September 30, 2024, 803,000 shares of restricted, non-trading common stock were issued to Mr.

During the nine months ended September 30, 2023, 603,000 shares of restricted, non-trading common stock were issued to Mr.

Director Compensation

The non-employee director did not receive cash compensation for serving as such, for serving on committees (if any) of the Board of Directors or for special assignments.

Board members are not reimbursed for expenses incurred in connection with attending meetings.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of September 30, 2022

The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of September 30, 2024 by:

each director;

each named executive officer;

all directors and executive

officers as a group.

as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock

owned by them, except to the extent such power may be shared with a spouse.

Common Stock (1)

all directors and executive officers as a group.

Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our Common Stock owned by them.

Glenn Simpson

Chairman and CEO

Chairman & CEO

Corporate Controller

Jeffrey Devlin

All Officers and Directors as a group (3 persons)

Beneficial ownership is

determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.

Shares of Common Stock subject to options currently exercisable or convertible, or exercisable or convertible within 60 days of September

30, 2022 are deemed outstanding for computing the percentage of the person holding such option but are not deemed outstanding for

computing the percentage of any other person.

Statement Schedules

financial statements of EQUATOR Beverage Company are listed on the Index to Financial Statements on this quarterly report on Form 10-Q

beginning on page F-1.

following Exhibits are being filed with this Quarterly Report on Form 10-Q:

Report Reference Number

All Officers and Directors

Financial Statement Schedules

The financial statements of EQUATOR Beverage Company are listed on the Index to Financial Statements on this quarterly report on Form 10-Q beginning on page F-1.

The following Exhibits are being filed with this Quarterly Report on Form 10-Q:

SEC Report Reference Number

Certificate of Incorporation of MOJO Shopping, Inc.

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Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange

Commission (the “SEC”) on May 18, 2011.

Incorporated by reference

to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011.

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4,

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31,

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013.

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1,

Incorporated by reference

to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 23,

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on July 1, 2021.

Incorporated by reference

to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on July 20, 2022.

accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.

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Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the Securities and Exchange Commission (the “SEC”) on May 18, 2011.

Incorporated by reference to the Registrant’s Registration Statement on Form SB-2 as an exhibit, numbered as indicated above, filed with the SEC on December 19, 2007.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on May 4, 2011.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on January 4, 2012.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 31, 2011.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on April 2, 2013.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on February 1, 2013.

Incorporated by reference to the Registrant’s Current Report on Form 10-K as an exhibit, numbered as indicated above, filed with the SEC on September 24, 2013.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on October 23, 2015.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on July 1, 2021.

Incorporated by reference to the Registrant’s Current Report on Form 8-K as an exhibit, numbered as indicated above, filed with the SEC on July 20, 2022.

In accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EQUATOR BEVERAGE COMPANY

October 13, 2022

March 14, 2025

/s/ Glenn Simpson

Glenn Simpson

Executive Officer and Chairman

Executive and Principal Financial Officer)

Chairman & CEO

(Principal Executive and Principal Financial Officer)

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

What changed 10-Q/A

Item 2. Unregistered Sales of Equity Securities