What changed in this filing

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Item 1. Financial Statements

2025-11-03 compared with 2025-08-06 · 75 added, 52 removed, 199 unchanged (39% of the section changed)

2 unchanged sentences

Condensed Balance Sheets (Unaudited)

As of June 30, 2025 and December 31, 2024

As of September 30, 2025 and December 31, 2024

September 30,

Current Assets

11 unchanged sentences

Stockholders’ Equity

Common stock, 20,000,000 shares authorized at $ 0.001 par value, 18,070,316 and 18,218,634 shares issued and outstanding, at June 30, 2025 and December 31, 2024, respectively

Common stock, 10,000,000 shares authorized at $ 0.001 par value, 9,086,158 and 9,109,317 shares issued and outstanding, at September 30, 2025 and December 31, 2024, respectively

Additional paid-in capital

7 unchanged sentences

Condensed Statements of Operations (Unaudited)

For the Six Months Ended June 30, 2025 and 2024

For the Three Months Ended September 30, 2025 and 2024

Cost of Revenue

6 unchanged sentences

$ ( 427,166 )

Provision for Income Taxes

Benefit from Deferred Tax Asset

Provision for Income Taxes – Refer to Note 2

Benefit from Deferred Tax Assets

Net Income / (Loss)

5 unchanged sentences

Condensed Statements of Operations (Unaudited)

For the Three Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

Cost of Revenue

5 unchanged sentences

Income / (Loss) Before Provision for Income Taxes

Provision for Income Taxes

Benefit from Deferred Tax Asset

$ ( 588,968 )

Provision for Income Taxes – Refer to Note 2

Benefit from Deferred Tax Assets

Net Income / (Loss)

$ ( 591,601 )

Net Income / (Loss) Per Common Share, Basic and Diluted

3 unchanged sentences

Condensed Statements of Cash Flows (Unaudited)

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

Cash Flows from Operating Activities:

21 unchanged sentences

Summary of non-cash investing and financing activity:

During the six-month period ended June 30, 2025 the Company issued a total of 1,682 restricted and non-trading shares with an implied value of $840 to an unrelated party for marketing services.

During the six-month period ended June 30, 2024 the Company issued a total of 477,000 restricted and non-trading shares with an implied value of $237,780 to directors and officers as a result of contractual stock awards.

During the nine-month period ended September 30, 2025 the Company issued a total of 201,841 restricted and non-trading shares with an implied value of $217,920.

The Company issued 841 restricted and non-trading shares to an unrelated party for marketing services and 201,000 shares of restricted, non-trading shares to directors and officers as a result of contractual stock awards.

During the nine-month period ended September 30, 2024 the Company issued a total of 507,750 restricted and non-trading shares with an implied value of $680,850 to directors and officers as a result of contractual stock awards.

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

Condensed Statements of Changes in Stockholders’ Equity (Unaudited)

For the Six Months Ended June 30, 2025 and 2024

For the Nine Months Ended September 30, 2025 and 2024

Balance, December 31, 2024

$ ( 24,610,382 )

Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties

Stock Retired to Treasury

Restricted, Non-Trading Stock issued to Directors and employees

Net Income / (Loss)

Balance, March 31, 2025

$ ( 24,526,348 )

Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties

Stock Retired to Treasury

Restricted, Non-Trading Stock issued to Directors and employees

Stock repurchased and returned to Treasury

Net Income / (Loss)

Balance, June 30, 2025

$ ( 24,373,292 )

Restricted, Non-Trading Stock issued to Directors and employees

Stock repurchased and returned to Treasury

Net Income / (Loss)

Balance, September 30, 2025

$ ( 24,434,295 )

Balance, December 31, 2023

$ ( 23,809,238 )

Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties

Stock Retired to Treasury

Restricted, Non-Trading Stock issued to Directors and employees

Balance, March 31, 2024

$ ( 23,912,258 )

Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties

Stock Retired to Treasury

Restricted, Non-Trading Stock issued to Directors and employees

Balance, June 30, 2024

$ ( 23,972,396 )

Restricted, Non-Trading Stock issued to Directors and employees

Balance, September 30, 2024

$ ( 24,400,839 )

The accompanying notes are an integral part of these condensed financial statements.

1 unchanged sentence

Notes to Condensed Financial Statements (Unaudited)

June 30, 2025

September 30, 2025

NOTE 1 – BUSINESS

EQUATOR Beverage Company, headquartered in Jersey City, NJ, is a Delaware corporation that specializes in developing, producing, distributing, and marketing new beverage products.

Our beverages have been certified Non-GMO Project Verified and USDA Organic, and we offer both nonalcoholic and ready-to-drink alcoholic options.

In addition, we have a line of sparkling energy beverages.

Our beverages can be found in North America, the Caribbean, and Bermuda.

CURRENT OPERATIONS

1 unchanged sentence

The Company’s main product is MOJO Coconut Water.

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, EQUATOR Sparkling Coconut Water + Tequila Citrus, EQUATOR Sparkling Coconut Water + Tequila Blood Orange, EQUATOR Sparkling Coconut Water + Tequila Pink Grapefruit, and EQUATOR Sparkling Coconut Water + Tequila Watermelon.

In addition to Coconut Water, the Company produces Coconut Water + Pineapple Juice, Coconut Water + Mango Juice, Organic Coconut Water, Sparkling Coconut Water Citrus, Energy Sparkling Blood Orange, Energy Sparkling Pink Grapefruit.

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.

13 unchanged sentences

The Company’s production facilities are subject to FDA regulation.

As of June 30, 2025, the Company had two employees.

As of September 30, 2025, the Company had two employees.

The Company also uses the services of contractors, consultants and other third-parties.

11 unchanged sentences

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.

The results for the six months ended June 30, 2025 are not necessarily indicative of the results that the Company will have for any subsequent period.

The results for the nine months ended September 30, 2025 are not necessarily indicative of the results that the Company will have for any subsequent period.

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, 2024 included in the Company’s Annual Report on Form 10-K.

6 unchanged sentences

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less.

As of June 30, 2025, and December 31, 2024, the Company did not have any cash equivalents.

As of September 30, 2025, and December 31, 2024, the Company did not have any cash equivalents.

Accounts Receivable

1 unchanged sentence

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.

The allowance for doubtful accounts as of June 30, 2025 and December 31, 2024 was zero .

The allowance for doubtful accounts as of September 30, 2025 and December 31, 2024 was zero.

Inventory, consisting solely of finished goods, are stated at average 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.

There were no such adjustments as of June 30, 2025 or 2024.

There were no such adjustments as of September 30, 2025 or 2024.

Inventory quantities were determined from inventory reports provided by the third-party warehouse provider.

Th Company reconciles this report with its records.

Revenue Recognition

12 unchanged sentences

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.

The Company did not have a deferred tax liability at June 30, 2025 and 2024.

As of June 30, 2025, and June 30, 2024, the Company had no accrued interest or penalties.

The Company did not have a deferred tax liability at September 30, 2025 and 2024.

As of September 30, 2025, and September 30, 2024, the Company had no accrued interest or penalties.

The Company had no Federal or State tax examinations in the past nor does it have any at the current time.

The table below shows the details of the Net Operating Loss Carryforward and Deferred Tax Assets as of June 30, 2025 and 2024:

The table below shows the details of the Net Operating Loss Carryforward and Deferred Tax Assets as of September 30, 2025 and 2024:

Net Operating Loss Carryforward, January 1

Taxable Income, January 1 to June 30

Net Operating Loss Carryforward, June 30

Taxable Income, January 1 to September 30

Net Operating Loss Carryforward, September 30

Federal Deferred Tax Asset, January 1

Federal Tax Expense as of June 30 (21% Tax Rate)

Federal Deferred Tax Asset, June 30

Federal Tax Expense as of September 30 (21% Tax Rate)

Federal Deferred Tax Asset, September 30

State of New Jersey Deferred Tax Asset, January 1

State of New Jersey Tax Expense as of June 30 (9% Tax Rate)

State of New Jersey Deferred Tax Asset, June 30

Total Deferred Tax Asset, June 30

State of New Jersey Tax Expense as of September 30 (9% Tax Rate)

State of New Jersey Deferred Tax Asset, September 30

Total Deferred Tax Asset, September 30

Total Tax Expense

Provision for Income Taxes

$ ( 120,112 )

Benefit from Deferred Tax Asset

1 unchanged sentence

*The State of New Jersey NOL deduction is limited to 80% of taxable income.

The table below shows the reconciliation of Net Income / (Loss) per Books to Taxable Income as of June 30:

The table below shows the reconciliation of Net Income / (Loss) per Books to Taxable Income as of September 30:

Net Income/(Loss) before Taxes

8 unchanged sentences

Simpson is paid a salary of $ 9,500 per month until June 30, 2025.

Effective July 1, 2025 Mr.

Simpson will be paid a salary of $10,833 per month.

Effective July 1, 2025 to December 31, 2025 Mr.

Simpson is paid a salary of $ 10,833 in cash and 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 100,000 shares of restricted, non-trading common stock and a cash bonus of $ 44,400 .

Pursuant to the Agreement, should Mr.

1 unchanged sentence

Simpson all amounts from the contract immediately for the remaining term of 51 months.

As of June 30, 2025, the potential liability to EQUATOR Beverage Company was $ 714,978 .

As of September 30, 2025, the potential liability to EQUATOR Beverage Company was $ 552,483 .

At December 30, 2024, the potential liability to EQUATOR Beverage Company was $ 570,000 .

NOTE 4 – STOCKHOLDERS’ EQUITY

The Company has authorized 20,000,000 shares of Common Stock having a par value of $ 0.001 .

On October 20, 2025, the State of Delaware approved the 1-for-2 reverse split and the decrease in Authorized shares from 20,000,000 to 10,000,000 shares.

On June 24, 2025, the Board of Directors of the Company approved the prospective amendment to the Fourth Article of the Company’s Articles of Incorporation to decrease the authorized common stock from 20,000,000 shares, par value $ 0.001 , to 10,000,000 shares, par value $ 0.001 .

On June 24, 2025, the Majority Stockholders approved the Decrease in Authorized Amendment by written consent, in lieu of a special meeting of the stockholders.

On June 24, 2025, the Board of Directors of the Company approved the prospective amendment to the Company’s Articles of Incorporation to effect a 1-for-2 reverse split of the Company’s Common Stock (the “Reverse Stock Split”).

On June 24, 2025, stockholders of the Company owning a majority of the Company’s outstanding voting stock (the “Majority Stockholders”) approved the Reverse Stock Split by written consent, in lieu of a special meeting of the stockholders.

The decrease in authorized shares and reverse stock split was approved by FINRA effective October 27, 2025.

All share and per share data has been retroactively adjusted to reflect the reverse stock split.

Restricted Stock Issuances

The table below summarizes the restricted, non-trading stock awards during the first six months of 2025 and 2024:

The table below summarizes the restricted, non-trading stock awards during the first nine months of 2025 and 2024:

Restricted, Non-trading Stock Awards

Officers and Directors

January 1 to June 30

January 1 to September 30

Glenn Simpson

2 unchanged sentences

Glenn Simpson

Stock Transactions

During the six months ended June 30, 2025, the Company issued 1,682 shares of its restricted, non-trading common shares for marketing services.

During the period ended June 30, 2025, the Company purchased 150,000 shares of its common stock from shareholders at a cost of $ 60,000 .

During the period ended June 30, 2024, the Company did not purchase any shares of its common stock from shareholders.

During the nine months ended September 30, 2025, the Company issued 841 shares of its restricted, non-trading common shares for marketing services and 200,500 shares of its restricted, non-trading common shares as a result of contractual stock awards.

During the nine months ended September 30, 2025, the Company purchased 225,000 shares of its common stock from shareholders at a cost of $ 240,000 .

During the period ended September 30, 2024, the Company did not purchase any shares of its common stock from shareholders.

NOTE 5 – RELATED PARTY TRANSACTIONS

2 unchanged sentences

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 June 30, 2025, the loan payable to Mr.

As of September 30, 2025, the loan payable to Mr.

Simpson was $ 399,000 .

4 unchanged sentences

SG&A includes costs such as sales and marketing expenses including e-commerce fulfillment fees, salaries, office expenses, shipping and handling costs, and other overhead costs necessary to support the company's core business activities.

The table below presents the material components of Selling, General and Administrative (SG&A) expenses as a percentage of total expenses for the quarters ended June 30, 2025 and 2024:

The table below presents the material components of Selling, General and Administrative (SG&A) expenses as a percentage of total expenses for the quarters ended September 30, 2025 and 2024:

September 30,

E-commerce Fulfillment Fees

2 unchanged sentences

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

What changed 10-Q

Item 1. Financial Statements