U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

(Mark One)

☒	ANNUAL REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For Fiscal Year Ended: December 31, ~~2023~~2024

☐	TRANSITION REPORT PURSUANT TO UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission file number: 000-55269

EQUATOR Beverage Company

(Exact name of registrant as specified in its charter)

Delaware		26-0884348
(State or other jurisdiction ofincorporation or organization)		(IRS EmployerIdentification No.)
185 Hudson Street, Floor 25Jersey City, New Jersey		07302
185 Hudson Street, Suite 2500Jersey City, New Jersey		07302
(Address of principal executive offices)		(Postal Code)

Registrant’s telephone number: 929 -264 -7944

Securities registered under Section 12(b) of the Act: None

Securities registered under Section 12(g) of the Act: Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company. See the definitions of the “large accelerated filer,” “accelerated filer,” “smaller reporting company”, and emerging growth company in Rule 12b-2 of the Exchange Act:

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☒
Emerging growth company	☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of June 3028, ~~2023~~2024 (the last day of the registrant’s most recently completed second quarter), the aggregate market value of the registrant’s common stock (based on its reported last sale price on such date of $0.3065 per share) held by non-affiliates of the registrant was $13,~~443~~796,~~842~~129.

On March 2224, ~~2024~~2025 there were 1718,~~134~~421,~~346~~316 shares of the registrant’s common stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page
Forward Looking Information		13
PART I
Item 1.	Business	24
Item 2.	Risk Factors	36
Item 3.	Unresolved Staff Comments	1013
Item 4.	Legal Proceedings	1013
Item 5.	Mine Safety Disclosures	1013
PART II
Item 6.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1114
Item 7.	Selected Financial Data	1114
Item 8.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1215
Item 9.	Quantitative and Qualitative Disclosures About Market Risk	1316
Item 10.	Financial Statements and Supplementary Data	1316
Item 11.	Changes and Disagreements with Accountants on Accounting and Financial Disclosure	1417
Item 12.	Controls and Procedures	1417
Item 13.	Other Information	1417
PART III
Item 14.	Directors, Executive Officer and Corporate Governance	1518
Item 15.	Executive Compensation	1619
Item 16.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1720
Item 17.	Certain Relationships and Related Transactions, and Director Independence	1821
Item 18.	Principal Accountant Fees and Services	1821
PART IV		21
Item 19.	Exhibits, Financial Statement Schedules	1922
SIGNATURES		2023

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FORWARD-LOOKING STATEMENTS

This report contains information that may constitute “forward-looking statements”. Generally, the words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “project” “will” and similar expressions identify forward-looking statements, which generally are not historical in nature. However, the absence of these words or similar expressions does not mean that a statement is not forward-looking. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to volume growth, share of sales and net income per share growth, and statements expressing general views about future operating results — are forward-looking statements. Management believes that these forward-looking statements are reasonable as and when made. However, caution should be taken not to place undue reliance on any such forward-looking statements because such statements speak only as of the date when made. Our Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law. In addition, forward-looking statements are subject to certain risks and uncertainties that could cause our Company’s actual results to differ materially from historical experience and our present expectations or projections. These risks and uncertainties include, but are not limited to, the possibility that the assumptions used to calculate our estimated aggregate incremental tax and interest liability related to the potential unfavorable outcome of the ongoing tax dispute with the United States Internal Revenue Service could significantly change; those described in Part I, “Item 2. Risk Factors” and elsewhere in this report; and those described from time to time in our future reports filed with the Securities and Exchange Commission.

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PART I

ITEM 1. BUSINESS

In this report, the terms “EQUATOR,” “EQUATOR Beverage Company,” the “Company,” “we,” “us” and “our” mean EQUATOR Beverage Company.

COMPANY OVERVIEW

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 ~~targeted towards female consumers~~. Our beverages can be found in North America, the Caribbean, and Bermuda.

We are committed to sustainability and use 100% recyclable, eco-friendly packaging that has a minimal impact on the environment. Furthermore, our products are plant-based, renewable, and eco-friendly.

Coconut water is nature's super hydration drink for skin and body. In each 11 oz serving, there are five essential electrolytes totaling 1043 mg more than other sports drinks. It is a fast rehydration recovery drink which performs faster than water. Coconut water has natural nutrients for skin and hair and vitamins B & C natural - not added. Coconut water is plant based and renewable; great for vegan, kosher, paleo keto and low carb diets. All this comes with a fresh crisp coconut taste. There are no preservatives in this coconut water and it is packaged in an eco-friendly container.

CURRENT OPERATIONS

Sales and Distribution

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, ~~Cubano~~EQUATOR ~~Blue~~Sparkling ~~Agave~~Coconut Water + Tequila ~~Organic~~Citrus, EQUATOR Sparkling Coconut Water ~~Citrus~~+ ~~and~~Tequila ~~Cubano~~Blood ~~Blue~~Orange, ~~Agave~~EQUATOR Sparkling Coconut Water + Tequila ~~Organic~~Pink Grapefruit, and EQUATOR Sparkling Coconut Water ~~Blood~~+ ~~Orange~~Tequila Watermelon. 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. 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. The packaging has a very low impact on the environment, and does not contribute to landfills and the pollution of our bodies of water. Also, our products are plant-based, Eco-friendly and renewable.

Production

The Company has multiple sources for its production. The Company’s fruit sources are of high quality. The fruit is part of the overall taste and quality of our products. Currently, the Company has multiple production facilities that it could source products from, each of the facilities could supply our forecasted demand.

Competition

The beverage industry is competitive. 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.

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Government Regulation

Within the United States, beverages are governed by the U.S. Food and Drug Administration (the “FDA”). 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.

Employees

As of December 31, ~~2023~~2024, the Company had two employees. The Company also uses the services of contractors, consultants and other third-parties. The WeCompany ~~contract~~uses ~~with~~third ~~food~~party ~~brokers~~bottlers to ~~represent~~produce ~~our~~its products towhich ~~specific~~is ~~specialized~~standard ~~sales~~industry ~~channels.~~practice Wefor ~~utilize~~every ~~the~~beverage ~~services~~company. We ofalso ~~direct~~use ~~sales~~trucking and ~~distribution~~logistics companies ~~that~~to ~~deliver~~transport and ~~sell~~store our products. We use brokers to ~~their~~sell ~~customers.~~our Weproduct ~~contract~~and ~~with~~other ~~manufacturing~~professionals ~~facilities~~for accounting, legal and marketing support, to ~~produce~~do ~~our~~all ~~products~~these ~~and~~functions ~~outsource~~internally ~~the~~would ~~storage~~take hundreds of employees and ~~transportation~~is ofnot ~~our~~cost ~~products~~effective.

CORPORATE HISTORY AND DEVELOPMENT

The Company began producing MOJO branded products in ~~2016~~2015. 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. On June 8, 2022, the Board of Directors and majority stockholder of the Company approved a change of name from MOJO Organics, Inc. to EQUATOR Beverage Company. This change of name was filed with the State of Delaware and became effective July 5, 2022.

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ITEM 2. RISK FACTORS

In addition to the other information set forth in this report, you should consider the following factors, which could materially affect our business, financial condition or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or results of operations in future periods.

RISKS RELATED TO OUR OPERATIONS

Unfavorable general economic and geopolitical conditions could negatively impact our financial results.

Our business, operating results, financial condition and liquidity may be adversely affected by changes in global economic conditions, including inflation, credit market conditions, increased unemployment, levels of consumer and business confidence, commodity (including energy) prices and supply, a recession or economic slowdown, trade policies, foreign currency exchange rates, changing policy positions or priorities, levels of government spending and deficits, and actual or anticipated default on sovereign debt. Many of the locations in which our products are sold have experienced, and could continue to experience, unfavorable changes in economic conditions, which could negatively affect the affordability of, and consumer demand for, our beverages. Under difficult economic conditions, consumers may seek to reduce discretionary spending by forgoing purchases of our products or by shifting away from our beverages to lower-priced products offered by other companies, including private-label brands, which could reduce our profitability and negatively affect our overall financial performance.

Other financial uncertainties in our major markets and unstable geopolitical conditions or events in certain markets, including civil unrest, acts of war, terrorism or governmental changes, or changes in international relations could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

Increased competition could hurt our business.

We operate in a highly competitive commercial beverage industry. Our ability to maintain or gain share of sales may be limited as a result of actions by competitors. Competitive pressures may cause the Company to reduce prices we charge customers or may restrict our ability to increase prices, as may be necessary in response to commodity and other cost increases. Such pressures may also increase marketing costs along with in-store placement, slotting and other marketing fees. In addition, the rapid growth of e‑commerce may create additional consumer price deflation by, among other things, facilitating comparison shopping, and could potentially threaten the value of some of our legacy route-to-market strategies and thus negatively affect revenues. If we do not continuously strengthen our capabilities in marketing and innovation to maintain consumer interest, brand loyalty and market share while strategically expanding into other profitable categories of the commercial beverage industry, our business could be negatively affected.

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If we are not successful in our innovation activities, our financial results may be negatively affected.

Achieving our business growth objectives depends in part on our ability to evolve and improve our existing beverage products through innovation and to successfully develop, introduce and market new beverage products. The success of our innovation activities depends on our ability to correctly anticipate customer and consumer acceptance and trends; obtain, maintain and enforce necessary intellectual property rights; and avoid infringing on the intellectual property rights of others. If we are not successful in our innovation activities, we may not be able to achieve our growth objectives, which may have a negative impact on our financial results.

Changes in the retail landscape or the loss of key retail or foodservice customers could adversely affect our financial results.

Our industry is being affected by the trend toward consolidation in, and the blurring of the lines between, retail channels in the United States. Retailers may seek lower prices from us, may demand increased marketing or promotional expenditures in support of their businesses, and may be more likely to use their distribution networks to introduce and develop private-label brands, any of which could negatively affect the Company’s profitability. In addition, in developed markets, discounters and value stores are growing at a rapid pace, while in emerging and developing markets, modern trade is growing at a faster pace than traditional trade outlets. Our industry is also being affected by the rapid growth in sales through e-commerce retailers, e-commerce websites, mobile commerce applications and subscription services, which may result in a shift away from physical retail operations to digital channels. As we build e-commerce capabilities, we may not be able to develop and maintain successful relationships with existing and new e-commerce retailers without experiencing a deterioration of our relationships with key customers operating physical retail channels. If we are unable to successfully adapt to the rapidly changing retail landscape, including the rapid growth in digital commerce, our share of sales, volume growth and overall financial results could be negatively affected. In addition, our success depends in part on our ability to maintain good relationships with key retail and foodservice customers. The loss of one or more of our key retail or foodservice customers could have an adverse effect on our financial performance.

If we do not successfully manage the potential negative consequences of our productivity initiatives, our business operations could be adversely affected.

We believe that improved productivity is essential to achieving our long-term growth objectives and, therefore, a leading priority of our Company is to design and implement the most effective and efficient business model possible. Consequently, we continuously search for productivity opportunities in our business. Some of the actions we may take from time to time in pursuing these opportunities may become a distraction for our employees and may disrupt our ongoing business operations; cause deterioration in employee morale, which may make it more difficult for us to retain or attract qualified employees; disrupt or weaken the internal control structures of the affected business operations; and give rise to negative publicity, which could affect our corporate reputation. If we are unable to successfully manage the potential negative consequences of our productivity initiatives, our business operations could be adversely affected.

Disruption of our supply chain, including increased commodity, raw material, packaging, energy, transportation and other input costs may adversely affect our financial condition or results of operations.

We have experienced, and could continue to experience, disruptions in our supply chain. In connection with our manufacturing operations, we and our bottling partners are dependent upon, among other things, various ingredients and other raw materials and packaging materials. Some of the raw materials and supplies used in the production of our products are available from a limited number of suppliers or from a sole supplier or are in short supply when seasonal demand is at its peak. Furthermore, some of our suppliers are located in countries experiencing political or other risks and/or unfavorable economic conditions. We and our bottling partners may not be able to maintain favorable arrangements and relationships with these suppliers, and our contingency plans may not be effective in preventing disruptions that may arise from shortages of any ingredients or other raw materials. In addition, adverse weather conditions may affect the supply of agricultural commodities from which key ingredients for our products are derived. Any sustained or significant disruption to the manufacturing or sourcing of products or materials could increase our costs and interrupt product supply, which could adversely impact our business.

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The raw materials and other supplies, including ingredients, agricultural commodities, energy, fuel, packaging materials, transportation, labor and other supply chain inputs that we use for the production and distribution of our products, are subject to price volatility and fluctuations in availability caused by many factors. These factors include changes in supply and demand; supplier capacity constraints; a deterioration of our or our bottling partners’ relationships with suppliers; inflation; weather conditions (including the effects of climate change); wildfires and other natural disasters; disease or pests (including the impact of citrus greening disease on the citrus industry); agricultural uncertainty; health epidemics, pandemics or other contagious outbreaks; labor shortages, strikes or work stoppages; changes in or the enactment of new laws and regulations; governmental actions or controls (including import/export restrictions, such as new or increased tariffs, sanctions, quotas or trade barriers); port congestion or delays; transport capacity constraints; cybersecurity incidents or other disruptions; political uncertainties; acts of terrorism; governmental instability; or fluctuations in foreign currency exchange rates.

Our attempts to offset these cost pressures, such as through price increases of some of our products, may not be successful. Higher product prices may result in reductions in sales volume. Consumers may be less willing to pay a price differential for our branded products and may increasingly purchase lower-priced offerings, or may forgo some purchases altogether. To the extent that price increases are not sufficient to offset higher costs adequately or in a timely manner, and/or if they result in significant decreases in sales volume, our financial condition or results of operations may be adversely affected. Furthermore, we may not be able to offset cost increases through productivity initiatives or through our commodity hedging activity.

If our third-party service providers and business partners do not satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

In the conduct of our business, we rely on relationships with third parties, including suppliers, distributors, contractors, and other external business partners, for certain services in support of key portions of our operations. These third parties are subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory and market risks of their own. Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms or applicable laws. In addition, while we have procedures in place for assessing risk along with selecting, managing and monitoring our relationships with third-party service providers and other business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk. If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

RISKS RELATED TO CONSUMER DEMAND FOR OUR PRODUCTS

If we do not address evolving consumer product and shopping preferences, our business could suffer.

Consumer product preferences have evolved and continue to evolve as a result of, among other things, health, wellness and nutrition considerations, concerns regarding the perceived health effects of, or location of origin of, ingredients, raw materials or substances in our products or packaging, including due to the results of third-party studies (whether or not scientifically valid); shifting consumer demographics; changes in consumer tastes and needs coupled with a rapid expansion of beverage options and delivery methods; changes in consumer lifestyles; concerns regarding the environmental, social and sustainability impact of ingredient sources and the product manufacturing process; consumer emphasis on transparency related to ingredients we use in our products and collection and recyclability of, and amount of recycled content contained in, our packaging containers and other materials; and competitive product and pricing pressures. In addition, in many of our markets, shopping patterns are being affected by the digital evolution, with consumers rapidly embracing shopping by way of mobile device applications, e-commerce retailers and e-commerce websites or platforms. If we fail to address changes in consumer product and shopping preferences, do not successfully anticipate and prepare for future changes in such preferences, or are ineffective or slow in developing and implementing appropriate digital transformation initiatives, our share of sales, revenue growth and overall financial results could be negatively affected.

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RISKS RELATED TO REGULATORY AND LEGAL MATTERS

Changes in laws and regulations relating to beverage containers and packaging could increase our costs and reduce demand for our products.

We offer nonrefillable containers in the United States. Legal requirements have been enacted in various jurisdictions requiring that deposits or certain ecotaxes or fees be charged in connection with the sale, marketing and use of certain beverage containers. Other proposals relating to beverage container deposits, recycling, recycling content, tethered bottle caps, ecotax and/or product stewardship, or prohibitions on certain types of plastic products, packages and cups (including packaging containing PFAS) have been introduced and/or adopted in various jurisdictions, and we anticipate that similar legislation or regulations may be proposed in the future at federal, state and local levels, both in the United States and elsewhere. Consumers’ increased concerns and changing attitudes about solid waste streams and environmental responsibility and the related publicity could result in the adoption of additional such legislation or regulations in the future. If these types of requirements are adopted and implemented on a large scale, they could affect our costs or require changes in our distribution model, which could reduce our net operating revenues and profitability.

Significant additional labeling or warning requirements or limitations on the marketing or sale of our products may inhibit sales of affected products.

Various jurisdictions have adopted and may seek to adopt significant additional product labeling or warning requirements or limitations on the marketing or sale of our products because of what they contain or allegations that they cause adverse health effects. If these types of requirements become applicable to one or more of our products under current or future environmental or health laws or regulations, they may inhibit sales of such products.

For example, under one such law in California, known as Proposition 65, if the state has determined that a substance causes cancer or harms human reproduction or development, a warning must be provided for any product sold in the state that exposes consumers to that substance, unless the exposure falls under an established safe harbor level or another exemption is applicable. If we were required to add Proposition 65 warnings on the labels of one or more of our beverage products produced for sale in California, the resulting consumer reaction to the warnings and potential adverse publicity could negatively affect our sales both in California and in other markets.

Litigation or legal proceedings could expose us to significant liabilities and damage our reputation.

We are party to various litigation claims and legal proceedings in the ordinary course of business, including, but not limited to, those arising out of our advertising and marketing practices, product claims and labels, competition, distribution and pricing, intellectual property and commercial disputes, tax disputes, and environmental and employment matters. We evaluate these litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and/or disclose the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from our current assessments and estimates.

We conduct business in markets with high-risk legal compliance environments, which exposes us to increased legal and reputational risk.

We have bottling and other business operations in markets with high-risk legal compliance environments. Our policies and procedures require strict compliance by our employees and agents with all United States and local laws and regulations and consent orders applicable to our business operations, including those prohibiting improper payments to government officials. Nonetheless, our policies, procedures and related training programs may not always ensure full compliance by our employees and agents with all applicable legal requirements. Improper conduct by our employees or agents could damage our reputation in the United States and internationally or lead to litigation or legal proceedings that could result in civil or criminal penalties, including substantial monetary fines as well as disgorgement of profits.

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Failure to adequately protect, or disputes relating to, trademarks, formulas and other intellectual property rights could harm our business.

Our trademarks, formulas and other intellectual property rights are essential to the success of our business. We cannot be certain that the legal steps we are taking are sufficient to protect our intellectual property rights or that, notwithstanding legal protection, others do not or will not infringe or misappropriate our intellectual property rights. If we fail to adequately protect our intellectual property rights, or if changes in laws diminish or remove the current legal protections available to them, the competitiveness of our products may be eroded and our business could suffer. In addition, we could come into conflict with third parties over intellectual property rights, which could result in disruptive and expensive litigation. Any of the foregoing could harm our business.

RISKS RELATED TO FINANCE, ACCOUNTING AND INVESTMENTS

If we are unable to achieve our overall long-term growth objectives, the value of an investment in our Company could be negatively affected.

We have established and publicly announced certain long-term growth objectives. These objectives are based on, among other things, our evaluation of our growth prospects, which are generally driven by the sales potential of our many beverage products, some of which are more profitable than others, and on an assessment of the potential price and product mix. We may not be able to realize the sales potential and the price and product mix necessary to achieve our long-term growth objectives.

RISKS RELATED TO INFORMATION TECHNOLOGY AND DATA PRIVACY

If we are unable to protect our information systems against service interruption, misappropriation of data or cybersecurity incidents, our operations could be disrupted, we may suffer financial losses and our reputation may be damaged.

We rely on networks and information systems and other technology (“information systems”), including the Internet and third-party hosted services, to support a variety of business processes and activities, including procurement and supply chain, manufacturing, distribution, invoicing and collection of payments, employee processes, consumer marketing, mergers and acquisitions, and research and development. We use information systems to process financial information and results of operations for internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements. In addition, we depend on information systems for digital marketing activities and electronic communications among between Company employees and our bottlers, customers, suppliers, consumers and other third parties. Because information systems are critical to many of the Company’s operating activities, our business may be impacted by system shutdowns, service disruptions or cybersecurity incidents. These incidents may be caused by failures during routine operations, such as system upgrades, or by user errors, as well as network or hardware failures, malicious or disruptive software, unintentional or malicious actions of employees or contractors, cyberattacks by hackers, criminal groups or nation-state organizations (which may include social engineering, business email compromise, cyber extortion, denial of service, or attempts to exploit vulnerabilities), geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic events. In addition, such cybersecurity incidents could result in unauthorized or accidental access to or disclosure of material confidential information or regulated personal data. If our information systems or third-party information systems on which we rely suffer severe damage, disruption or shutdown and our business continuity plans do not effectively resolve the issues in a timely manner, we could experience delays in reporting our financial results, and we may lose revenue and profits as a result of our inability to timely manufacture, distribute, invoice and collect payments for concentrates or finished products. Unauthorized or accidental access to, or destruction, loss, alteration, disclosure, falsification or unavailability of, information, or unauthorized access to machines and equipment could result in violations of data protection laws and regulations, misuse or malfunction of machines and equipment, damage to the reputation and credibility of the Company, loss of opportunities to acquire or divest of businesses or brands, and loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net operating revenues. In addition, we may suffer financial and reputational damage because of lost or misappropriated confidential information belonging to us, our current or former employees, our bottling partners, other customers or suppliers, or consumers or other data subjects, and may become exposed to legal action and increased regulatory oversight, including governmental investigations, enforcement actions and regulatory fines. The Company could also be required to spend significant financial and other resources to remedy the damage caused by a cybersecurity incident or to repair or replace networks and information systems. These risks also may be present to the extent any of our bottling partners, distributors or suppliers using separate information systems, not integrated with the information systems of the Company, suffers a cybersecurity incident and could result in increased costs related to involvement in investigations or notifications conducted by these third parties. These risks may also be present to the extent a business we have acquired, but which does not use our information systems, experiences severe damage, a system shutdown, service disruption, or a cybersecurity incident.

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Like most major corporations, the Company’s information systems are a target of attacks. In addition, third-party providers of data hosting or cloud services, as well as our bottling partners, distributors, joint venture partners, suppliers or acquired businesses that use separate information systems, may experience cybersecurity incidents that may involve data we share with them. Although the cybersecurity incidents that we have experienced to date, as well as those reported to us by our third-party partners, have not had a material effect on our business, financial condition or results of operations, such incidents could have a material adverse effect on us in the future. In order to address risks to our information systems, we continue to make investments in technologies and training. Data protection laws and regulations around the world often require “reasonable,” “appropriate” or “adequate” technical and organizational security measures, and the interpretation and application of those laws and regulations are often uncertain and evolving; there can be no assurance that our security measures will be deemed adequate, appropriate or reasonable by a regulator or court. Moreover, even security measures that are deemed adequate, appropriate, reasonable or in accordance with applicable legal requirements may not protect the information we maintain against increasingly sophisticated attacks. In addition to potential fines, we could be subject to mandatory corrective action due to a cybersecurity incident, which could adversely affect our business operations and result in substantial costs for years to come. While we have purchased cybersecurity insurance, there are no assurances that the coverage would be adequate in relation to any incurred losses. Moreover, as cyberattacks increase in frequency and magnitude, we may be unable to obtain cybersecurity insurance in amounts and on terms we view as appropriate for our operations.

If we fail to comply with privacy and data protection laws, we could be subject to adverse publicity, business disruption, data loss, government enforcement actions and/or private litigation, any of which could negatively affect our business and operating results.

In the ordinary course of our business, we receive, process, transmit and store information relating to identifiable individuals (“personal data”), including employees, former employees, vendors, third-party personnel, customers and consumers with whom we interact. As a result, we are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding privacy and data protection. These privacy and data protection laws may be interpreted and applied differently from jurisdiction to jurisdiction and may create inconsistent or conflicting requirements. In addition, new legislation in this area may be enacted in other jurisdictions at any time. These laws impose operational requirements for companies receiving or processing personal data, and many provide for significant penalties for noncompliance. Some laws and regulations also impose obligations regarding cross-border data transfers of personal data. These requirements with respect to personal data have subjected and may continue in the future to subject the Company to, among other things, additional costs and expenses and have required and may in the future require costly changes to our business practices and information technology and security systems, policies, procedures and practices. Our security controls over personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we have implemented or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party service providers and vendors whose technology, systems and services we use in connection with the receipt, storage and transmission of personal data. Unauthorized access to or improper disclosure of personal data in violation of privacy and data protection laws could harm our reputation, cause loss of consumer confidence, subject us to regulatory enforcement actions (including penalties, fines and investigations), and result in private litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of which could negatively affect our business and operating results. We have incurred, and will continue to incur, expenses to comply with privacy and data protection standards and protocols imposed by law, regulation, industry standards and contractual obligations. Increased regulation of data collection, use, disclosure and retention practices, including self-regulation and industry standards, changes in existing laws and regulations, enactment of new laws and regulations, increased enforcement activity, and changes in interpretation of laws, could increase our cost of compliance and operation, limit our ability to grow our business or otherwise harm our business.

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RISKS RELATED TO ENVIRONMENTAL AND SOCIAL FACTORS

Our ability to achieve our sustainability goals and targets is subject to risks, many of which are outside of our control, and our reputation and brands could be harmed if we fail to meet such goals.

Companies across all industries are facing increasing scrutiny from stakeholders related to sustainability, including practices and disclosures related to sustainable packaging; water stewardship; climate; health and nutrition; human rights; and diversity, equity and inclusion. Our ability to achieve our sustainability goals and targets and to accurately and transparently report our progress presents numerous operational, financial, legal and other risks, and is dependent on the actions of our bottling partners, suppliers and other third parties, all of which are outside of our control. If we are unable to meet our sustainability goals or evolving stakeholder expectations and industry standards, or if we are perceived to have not responded appropriately to the growing concern for sustainability issues, our reputation, and therefore our ability to sell products, could be negatively impacted. In addition, in recent years, investor advocacy groups and certain institutional investors have placed increasing importance on sustainability. If, as a result of their assessment of our sustainability practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company.

As the nature, scope and complexity of sustainability reporting, due diligence and disclosure requirements expand, we may have to incur additional costs to control, assess and report on sustainability metrics. Any failure or perceived failure, whether or not valid, to pursue or fulfill our sustainability goals and targets or to satisfy various sustainability reporting standards within the timelines we announce, or at all, could increase the risk of litigation.

Increasing concerns about the environmental impact of plastic bottles and other packaging materials could result in reduced demand for our beverage products and increased production and distribution costs.

There are increasing concerns among consumers, governments and other stakeholders about the damaging impact of the accumulation of plastic bottles and other packaging materials in the environment, particularly in the world’s waterways, lakes and oceans, as well as inefficient use of resources when packaging materials are not included in a circular economy. We sell certain of our beverage products in plastic bottles and use other packaging materials that, while largely recyclable, may not be regularly recovered and recycled due to lack of collection and recycling infrastructure. If we do not, or are perceived not to, act responsibly to address plastic materials recoverability and recycling concerns and associated waste management issues, our corporate image and brand reputation could be damaged, which may cause some consumers to reduce or discontinue consumption of some of our beverage products. In addition, from time to time we establish goals and targets to reduce the Company’s impact on the environment by, for example, increasing our use of recycled content in our packaging materials; increasing our use of packaging materials that are made in part of plant-based renewable materials; expanding our use of reusable packaging (including refillable or returnable glass and plastic bottles, as well as dispensed and fountain delivery models where consumers use refillable containers for our beverages); participating in programs and initiatives to reclaim or recover bottles and other packaging materials that are already in the environment; and taking other actions and participating in other programs and initiatives organized or sponsored by nongovernmental organizations and other groups. If we fail to achieve or improperly report on our progress toward achieving our announced environmental goals and targets, the resulting negative publicity could adversely affect consumer preference for our products. In addition, in response to environmental concerns, governmental entities in the United States and in many other jurisdictions around the world have adopted, or are considering adopting, regulations and policies designed to mandate or encourage plastic packaging waste reduction and an increase in recycling rates and/or recycled content minimums, or, in some cases, restrict or even prohibit the use of certain plastic containers or packaging materials. These regulations and policies, whatever their scope or form, could increase the cost of our beverage products or otherwise put the Company at a competitive disadvantage. In addition, our increased focus on reducing plastic containers and other packaging materials waste has in the past and may continue to require us or our bottling partners to incur additional expenses and to increase our capital expenditures. A reduction in consumer demand for our products and/or an increase in costs and expenditures relating to production and distribution as a result of these environmental concerns regarding plastic bottles and other packaging materials could have an adverse effect on our business and results of operations.

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Increased demand for food products, decreased agricultural productivity and increased regulation of ingredient sourcing due diligence may negatively affect our business.

As part of the manufacture of our beverage products, we use a number of key ingredients that are derived from agricultural commodities such as coconut water and fruit juice. Increased demand for food products; decreased agricultural productivity in certain regions of the world as a result of changing weather patterns; increased agricultural regulations, including regulation of ingredient sourcing due diligence; and other factors have in the past, and may in the future, limit the availability and/or increase the cost of such agricultural commodities and could impact the food security of communities around the world. If we are unable to implement programs focused on economic opportunity and environmental sustainability to address these agricultural challenges and fail to make a strategic impact on food security through joint efforts with bottlers, farmers, communities, suppliers and key partners, as well as through our increased and continued investment in sustainable agriculture, our ability to source raw materials for use in our manufacturing processes and the affordability of our products and ultimately our business and results of operations could be negatively impacted.

Climate change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

There is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other greenhouse gases in the atmosphere is causing significant changes in weather patterns around the globe and an increase in the frequency and severity of natural disasters. Decreased agricultural productivity in certain regions of the world as a result of changing weather patterns may limit the availability or increase the cost of key agricultural commodities, such as coconut water and fruit juice, which are important ingredients for our products, and could impact the food security of communities around the world. Climate change may also exacerbate extreme weather, resulting in water scarcity or flooding, and cause a further deterioration of water quality in affected regions, which could limit water availability for the Company’s production operations. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or impact demand for our products. Increasing concern over climate change also may result in additional legal or regulatory requirements designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment, and/or may result in increased disclosure obligations. Increased energy or compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase in the costs associated with, the manufacturing and distribution of our beverage products. The effects of climate change and legal or regulatory initiatives to address climate change could have a long-term adverse impact on our business and results of operations. In addition, from time to time we establish goals and targets to reduce the Company’s carbon footprint by increasing our use of recycled packaging materials, expanding our renewable energy usage, and participating in environmental and sustainability programs and initiatives organized or sponsored by nongovernmental organizations and other groups to reduce greenhouse gas emissions industrywide. If we fail to achieve or improperly report on our progress toward achieving our carbon footprint reduction goals and targets, the resulting negative publicity could adversely affect consumer preference for our beverage products.

Adverse weather conditions could reduce the demand for our products.

The sales of our products are influenced to some extent by weather conditions in the markets in which we operate. Unusually cold or rainy weather during the summer months may have a temporary effect on the demand for our products and contribute to lower sales, which could have an adverse effect on our results of operations for such periods

ITEM 3. UNRESOLVED STAFF COMMENTS

None

ITEM 4. 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.

ITEM 5. MINE SAFETY DISCLOSURE

None

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PART II

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

For the period January 1, ~~2022~~2023 to December 31, ~~2023~~2024, the following table sets forth the high and low 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:

Period	Close		High		Low		VWAP*		Shares Traded
Fourth Quarter 2023	$	0.64	$	0.80	$	0.34	$	0.63		252,385
Fourth Quarter 2024	$	0.60	$	0.79	$	0.50	$	0.66		471,687
Third Quarter 2023	$	0.70	$	0.74	$	0.17	$	0.45		618,921
Third Quarter 2024	$	0.65	$	0.70	$	0.29	$	0.46		317,304
Second Quarter 2023	$	0.30	$	0.35	$	0.05	$	0.10		768,189
Second Quarter 2024	$	0.52	$	0.70	$	0.37	$	0.53		260,716
First Quarter 2023	$	0.05	$	0.06	$	0.05	$	0.06		301,445
First Quarter 2024	$	0.64	$	0.80	$	0.34	$	0.63		252,385
Fourth Quarter 2022	$	0.06	$	0.08	$	0.05	$	0.06		332,890
Fourth Quarter 2023	$	0.70	$	0.74	$	0.17	$	0.45		618,921
Third Quarter 2022	$	0.08	$	0.51	$	0.06	$	0.12		1,065,864
Third Quarter 2023	$	0.30	$	0.35	$	0.05	$	0.10		768,189
Second Quarter 2022	$	0.10	$	0.22	$	0.14	$	0.16		132,619
Second Quarter 2023	$	0.05	$	0.06	$	0.05	$	0.06		301,445
First Quarter 2022	$	0.19	$	0.30	$	0.16	$	0.20		66,677
First Quarter 2023	$	0.65	$	0.70	$	0.29	$	0.46		317,304

*Volume-Weighted Average Price

Holders

As of December 31, ~~2023~~2024, there were 1618,~~933~~218,~~346~~634 shares of Common Stock issued and outstanding.

Dividends

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 years ended December 31, ~~2023~~2024 and ~~2022~~2023.

Issuer Purchases of Equity Securities

During the year ended December 31, ~~2023~~2024, the Company ~~repurchased~~did ~~401,269~~not repurchase any shares of EQUATOR Common Stock from shareholders ~~at a total cost of $51,814~~. ~~The shares were cancelled~~

During the year ended December 31, ~~2022~~2023, the Company repurchased ~~830~~401,~~342~~269 shares of EQUATOR Common Stock from shareholders at a total cost of $~~193~~51,~~188~~814. The shares were cancelled.

ITEM 7. SELECTED FINANCIAL DATA

None

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ITEM 8. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Our Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) is provided in addition to the accompanying financial statements and notes to assist readers in understanding our results of operations, financial condition and cash flows. MD&A is organized as follows:

● Significant Accounting Policies — Accounting policies that we believe are important to understanding the assumptions and judgments incorporated in our reported financial results and forecasts. ● Results of Operations — Analysis of our financial results comparing the year ended December 31, ~~2023~~2024 to ~~2022~~2023. ● Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.

This report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this annual report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

Significant Accounting Policies

We have prepared our financial statements in conformity with accounting principles generally accepted in the United States, which requires management to make significant judgments and estimates that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. We base these significant judgments and estimates on historical experience and other applicable assumptions we believe to be reasonable based upon information presently available. These estimates may change as new events occur, as additional information is obtained and as our operating environment changes. These changes have historically been minor and have been included in the financial statements as soon as they became known. Actual results could materially differ from our estimates under different assumptions, judgments or conditions.

All of our significant accounting policies are discussed in Note 2, Summary of Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our significant accounting policies and estimates, which are defined as those that are reflective of significant judgments and uncertainties, are the most pervasive and important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions, judgments or conditions.

We believe the following significant accounting policies reflect our more significant estimates and assumptions used in the preparation of our financial statements:

Use of Estimates — The financial statements are prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). 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. Actual results could differ from those estimates.

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Fair Value of Financial Instruments — Our short-term financial instruments, including cash, accounts receivable, accounts payable and other liabilities, consist primarily of instruments without extended maturities. We believe that the fair values of our current assets and current liabilities approximate their reported carrying amounts.

Results of Operations

Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

Revenue

For the year ended December 31, ~~2023~~2024, the Company reported revenue of $23,~~288~~264,~~272~~913 an increase of $~~466~~958,~~780~~641 or 2642% from revenue of $12,~~821~~288,~~492~~272 for the year ended December 31, ~~2022~~2023. This was a ~~new~~ record for EQUATOR. The increase in revenue was due to strong demand for all products. ~~and~~There was also a significant ~~increase~~gain in ~~one-liter~~shelf ~~packages~~space and new points of sale during the year 2024.

Cost of Revenue

Cost of revenue includes finished goods purchase costs and freight in costs.

For the year ended December 31, ~~2023~~2024, cost of revenue was $12,~~276~~016,~~411~~488 or 5662% of revenue, an ~~improvement~~increase of 96 percentage points from ~~2022~~2023. For the year ended December 31, ~~2022~~2023, cost of revenue was $1,~~190~~276,~~536~~411 or 6556% of revenue. ~~During~~The ~~2023,~~increase ~~we saw a material decline~~ in ~~ocean freight costs per container and decreased transit times. Both had an impact on the~~ cost of revenue inwas aprimarily ~~positive~~due ~~way.~~to Wehigher ~~also~~ocean ~~saw~~freight ~~fixed~~ costs ~~absorbed~~in ~~over~~2024 acompared ~~higher~~to ~~revenue base~~2023. ~~The 9% decrease is significant and also demonstrates our lean operating style with the outsourcing of shipping and transportation.~~

Operating Expenses

Operating expenses for ~~2023~~2024 were $~~818~~1,~~702~~164,034 compared to $~~677~~818,~~267~~702 for ~~2022~~2023 excluding restricted, non-trading stock awards issued to officers and directors. This $~~141~~345,~~435~~332 or 2142% increase was primarily due to increased revenue of 2742%.

~~Operating~~During ~~expenses for~~ the year ~~ended~~2024, ~~2023~~1,285,288 ~~excluding~~shares of restricted, non-trading common stock ~~awards~~were issued to officers and directors ~~decreased~~compared asto a1,104,000 ~~percentage~~shares ofissued ~~revenue~~in ~~by 1%~~2023. ~~This~~ ~~demonstrates~~For ~~management’s~~2024, ~~ability~~the tocost ~~control costs during a time~~ of ~~high~~the ~~inflation. Excluding~~ restricted, non-trading common shares ~~issued~~was to$847,800 ~~officers~~compared ~~and~~to ~~directors~~$356,776 ~~operating~~in ~~expenses~~2023. The ~~were~~increase ~~36%~~was ofdue ~~revenue~~to ~~for~~stock ~~the~~awards ~~year~~issued ~~2023~~based on revenue performance, aand ~~decrease~~also ofdue 1%to ~~from~~higher ~~37%~~stock price in ~~2022~~2024 compared to prior year.

During the year 2023, 1,104,000 shares of restricted, non-trading common stock were issued to officers and directors compared to 1,353,000 shares issued in 2022 which is a reduction of 249,000 shares. For 2023, the implied cost of the restricted, non-trading common shares was $0.32 per share compared to $0.13 per share in 2022. The increase was due to a higher stock price of the publicly traded shares in 2023.

Liquidity and Capital Resources

Liquidity

As of December 31, ~~2023~~2024, the Company had working capital of $~~270~~336,~~872~~639 compared to $~~145~~270,~~867~~872 for ~~2022~~2023. Net cash provided by operating activities was $~~123~~50,~~415~~460 for the year ended December 31, ~~2023~~2024, ~~a $216,419 improvement~~ compared to net cash ~~used~~provided inby operating activities for the year ended December 31, ~~2022~~2023 of $93123,~~004~~415. Net cash used in financing activities was $46115,~~814~~000 for year ended December 31, ~~2023~~2024 compared to $5736,~~261~~814 net cash ~~provided~~used by financing activities for the year ended December 31, ~~2022~~2023. Net cash used in financing activities was used to ~~repurchase~~repay EQUATOR’s ~~Common~~loan ~~Stock~~to Mr. Glenn Simpson for the year ended December 31, ~~2022~~2024.

Working Capital Needs

Our working capital requirements increase as revenue grows for our products. During the year ended December 31, ~~2023~~2024, the Company’s ~~had~~borrowings ~~net~~ranged ~~borrowings~~from $115,000 to $310,000. The balance of the loan on December 31, 2024 was $5115,000. In ~~2022~~2023, borrowings ~~were~~ranged from $~~225~~170,000 to $310,000. Should the Company require additional working capital during the next twelve months, it may seek to raise additional funds. Financing transactions may include debt securities and obtaining credit facilities.

OFF BALANCE SHEET ARRANGEMENTS

None

ITEM 9. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

None

ITEM 10. FINANCIAL STATEMENTS

The audited financial statements are included beginning immediately following the signature page to this report. See Item 15 for a list of the financial statements included herein.

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ITEM 11. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None

ITEM 12. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Under the supervision and with the participation of the Company’s senior management, consisting of the Company’s principal executive and financial officer and the Company’s principal accounting officer, the Company conducted an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company’s principal executive and financial officer concluded, as of the Evaluation Date, that the Company’s disclosure controls and procedures were effective.

Management’s Annual Report on Internal Control over Financial Reporting

The management of EQUATOR Beverage Company is responsible for establishing and maintaining an adequate system of internal control over financial reporting (as defined in Rule 13a-15(f)) under the Exchange Act. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives. In evaluating the effectiveness of our internal control over financial reporting, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this evaluation, our officers concluded that, during the period covered by this annual report, our internal controls over financial reporting were not operating effectively.

As previously reported, the Company does not have an audit committee and is not currently obligated to have one. Management does not believe that the lack of an audit committee is a material weakness.

Attestation Report

This Annual Report on Form 10-K does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting as such report is not required for non-accelerated filers.

Changes in Internal Control over Financial Reporting

There was no change in our internal controls over financial reporting during the year ended December 31, ~~2023~~2024 that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

ITEM 13. OTHER INFORMATION

None

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PART III

ITEM 14. ~~DIRECTORS~~DIRECTOR, EXECUTIVE OFFICER, AND CORPORATE GOVERNANCE

Executive Officer and ~~Directors~~Director

Below ~~are~~is the ~~names~~name and certain information regarding our current executive officer and ~~directors~~director:

Name		Age		Title		Appointed
Glenn Simpson		7172		Chairman and 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. Mr. Simpson joined the Company in October 2011. He has extensive experience in the beverage industry. Mr. 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 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. Mr. Simpson is a Certified Public Accountant and holds an MBA from Columbia University School of Business.

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

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~~Suite 252500, 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 fiscal year ended December 31, ~~2023~~2024 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

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ITEM 15. EXECUTIVE COMPENSATION

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	Year	Salary			Shares		Share Price		Stock Awards
Glenn Simpson, Chairman & CEO	~~2023~~2024	$	96155,~~000~~400	(1)		~~804~~1,004,000	$	0.3268	$	~~259~~682,~~826~~800	(1)
	2022	$	72,000	(2)		952,700	$	0.13	$	127,288	(2)
	2023	$	96,000	(2)		804,000	$	0.32	$	259,826	(2)

(1) Pursuant to Mr. Simpson’s employment agreement ~~amended~~dated ~~September~~January 1, ~~2022~~2024, Mr. Simpson is paid a salary of $89,000 per month in cash from the months of January to June 2024 and $9,500 per month in cash from the ~~Company~~months isof ~~obligated~~July to ~~grant~~December 2024. Mr. Simpson also receives 67,000 ~~shares of~~ restricted, non-trading common ~~stock~~shares per month. Mr. Simpson also received a cash bonus for the Company exceeding $3,000,000 revenue in the 12-months ended September 30, 2024.

(2) ~~Pursuant~~In to2023, ~~Mr.~~per ~~Simpson’s~~his 2022 employment agreement, Mr. Simpson isreceived ~~paid a salary of~~ $58,000 per month inplus ~~cash and the Company is obligated to grant Mr. Simpson 33~~67,~~500~~000 shares of restricted, non-trading common ~~stock~~shares per month.

During the year ended December 31, 2024, 804,000 shares of restricted, non-trading common stock were issued to Mr. Simpson. Mr. Simpson was also issued 200,000 shares of restricted, non-trading common stock as a one-time stock award for meeting the revenue target.

During the year ended December 31, 2023, 804,000 shares of restricted, non-trading common stock were issued to Mr. Simpson.

~~During~~19 ~~the~~Table ~~year ended December 31, 2022, 603,000 shares~~ of ~~restricted, non-trading common stock were issued to Mr. Simpson. Mr. Simpson was also issued 350,000 shares of restricted, non-trading common stock as a one-time stock award.~~Contents

Option Exercises in 2023 and 2022

As of December 31, 2023, there are no outstanding stock options.

On June 1, 2022, Mr. Simpson exercised options to purchase 159,054 restricted and non-trading shares at $0.16 per share. The total purchase price was $25,449. The stock closed at $0.16 on the exercise date. There were no options outstanding after this option exercise.

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Director Compensation

~~The~~During the year ended December 31, 2024, there was no non-employee director. During the year ended December 31, 2023, 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.

ITEM 16. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth information with respect to the beneficial ownership of our Common Stock known by us as of December 31, ~~2023~~2024 by:

	●	each director;
	●	each named executive officer; and
	●	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~~, except to the extent such power may be shared with a spouse~~.

Name	Shares		%
Glenn Simpson		89,~~305~~309,892		4951
Chairman & CEO
Diane Cudia		~~641~~891,667		45
Corporate Controller
All Officers and Directors		810,~~947~~201,559		5356

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Other than as disclosed below and in this Form 10-K, there have been no transactions, since January 1, ~~2023~~2024, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our total assets at year end for the last two completed fiscal years and in which any of our directors, executive officers or beneficial holders of more than 5% of our outstanding Common Stock, or any of their respective immediate family members, has had or will have any direct or material indirect interest.

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to (and we do not) have our Board of Directors comprised of a majority of “Independent Directors.”

Our Board of Directors has considered the independence of its directors in reference to the definition of “independent director” established by the Nasdaq Marketplace Rule 5605(a)(2). In doing so, the Board of Directors has reviewed all commercial and other relationships of each director in making its determination as to the independence of its directors.

ITEM 18. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees billed to the Company for services rendered in connection with the years ended December 31, ~~2023~~2024 and ~~2022~~2023 are set forth in the table below:

Fee Category	~~2023~~2024		~~2022~~2023
Fee for quarterly reviews	$	15,000	$	15,000
Fee for annual audit		23,000		23,000
Total	$	38,000	$	38,000

Principal accountant fees and services consist of fees incurred for professional services rendered for the audit of financial statements, for reviews of our interim financial statements included in our quarterly reports on Form 10-Q and for services that are normally provided in connection with statutory or regulatory filings or engagements.

For the ~~year~~years ended December 31, 2024 and December 31, 2023, total principal accountant fees represent fees billed by Victor Mokuolu, CPA PLLC. ~~For the year ended December 31, 2022, total principal accountant fees represent fees billed by Boyle CPA.~~

Audit Committee’s Pre-Approval Practice

We do not have an audit committee. Our board of directors has approved the services described above.

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ITEM 19. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Financial Statement Schedules

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

The following Exhibits are being filed with this Annual Report on Form 10-K:

Exhibit No.	SEC Report Reference Number	Description
3.1	3.1	Certificate of Incorporation of MOJO Shopping, Inc. (2)
3.2	3.1	Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (3)
3.3	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
3.4	3.4	Articles of Merger (1)
3.5	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (6)
3.6	3.1	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (7)
3.7	3.1	Amended and Restated Bylaws of MOJO Ventures, Inc. (5)
3.8	3.8	Amendment No. 1 to Amended and Restated Bylaws of MOJO Organics, Inc. (8)
3.9	3.1	Certificate of Amendment (10)
3.10	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc.(11)
16.1	16.1	Letter from MSPC Certified Public Accountants and Advisors, P.C. (9)
31.1	31.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

(1)	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.

(2)	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.

(3)	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.

(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 January 4, 2012.

(5)	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.

(6)	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.

(7)	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.

(8)	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.

(9)	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.

(10)	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.

(11)	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.

1922 Table of Contents

SIGNATURES

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
Dated: March 22, 2024	By:	/s/ Glenn Simpson
Dated: March 24, 2025	By:	/s/ Glenn Simpson
		Glenn Simpson, ChiefExecutive Officer and Chairman(Principal Executive and Principal Financial Officer)

In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SIGNATURE	TITLE	DATE
/s/ Glenn Simpson	Director, Chief Executive Officer and Chairman	Dated: March 2224, ~~2024~~2025
Glenn Simpson	(Principal Executive and Principal Financial Officer)
/s/ Diane Cudia	Corporate Controller (Principal Accounting Officer)	Dated: March 2224, ~~2024~~2025
Diane Cudia

2023 Table of Contents

PART IV - FINANCIAL INFORMATION

		Page
Report of Independent Registered Public Accounting Firm – Victor Mokuolu, CPA PLLC (PCAOB: 6771)		F-1
Statements of Operations for the years ended December 31, 2023 and 2022		F-2
Statements of Operations for the years ended December 31, 2024 and 2023		F-2
Balance Sheets as of December 31, 2023 and 2022		F-3
Balance Sheets as of December 31, 2024 and 2023		F-3
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2023 and 2022		F-4
Statements of Changes in Stockholders’ Equity for the years ended December 31, 2024 and 2023		F-4
Statements of Cash Flows for the years ended December 31, 2023 and 2022		F-5
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-5
Notes to Financial Statements		F-6

2124 Table of Contents

VICTOR MOKUOLU, CPA PLLC

Accounting | Advisory | Assurance & Audit | Tax

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

EQUATOR Beverage Company

Opinion on the Financial Statements

We have audited the accompanying balance ~~sheet~~sheets of EQUATOR Beverage Company (“the Company”) as of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, and the related statements of operations, statements of changes in stockholders’ equity, and cash flows for the two years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, and the results of its operations and its cash flows for the two years ended December 31, ~~2023~~2024, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

Critical Audit Matters

~~The~~Critical ~~critical~~ audit matters ~~communicated below~~ are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the ~~audit~~Board ~~committee~~of Directors and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. ~~The~~We ~~communication~~determined ofthat ~~critical~~there ~~audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we~~ are ~~not,~~no ~~by communicating the~~ critical audit matters ~~below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate~~. ~~We have determined there is critical audit matter related to the Company’s share-based compensation.~~

~~Share-based~~We ~~compensation~~have served as the Company’s auditor since 2023. Houston, Texas March 24, 2025PCAOB ID: 6771

~~Stock Issued for Services During the years ended December 31, 2023, and December 31, 2022, the Company recognized $356,776 and $181,889 in expenses respectively, related to stock issued for services~~www. ~~As discussed in Notes 3 and 4, the Company has issued stock to Directors under an employment agreement, Officers and periodically issued other shares for services~~vmcpafirm.com ~~Shares~~| ~~issued~~Ph: ~~are recorded at their monthly weighted-average in the month the shares were issued based upon prices on OTC markets~~713.588.6622 ~~Our~~| ~~audit~~Fax: procedures to evaluate the appropriateness and accuracy of the accounting and fair value determined by management included reviewing the agreements and documentation supporting the issuances as well as recomputing the valuations made by Management by examining the prices from third party sources1.833.694.1494 We| concluded the use of weighted-average prices is not consistent with accounting principles generally accepted in the United States (GAAP) and Financial Accounting Standards Board ASC 718-10, but the difference between our valuation and management’s valuation is not material to the overall financial statementsask@vmcpafirm.com

We have served as the Company’s auditor since 2023. Houston, Texas March 22, 2024PCAOB ID: 6771

F-1

Table of Contents

EQUATOR BEVERAGE COMPANY

Statements of Operations

For the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
Revenue	$	23,~~288~~246,~~272~~913		$	12,~~821~~288,~~492~~272
Cost of Revenue		12,~~276~~016,~~411~~488			1,~~190~~276,~~536~~411
Gross Profit	$	1,~~011~~230,~~861~~425		$	~~630~~1,~~956~~011,861
Operating Expenses
Selling, general and administrative		12,~~175~~011,~~478~~834			~~859~~1,~~155~~175,478
Total Operating Expenses	$	12,~~175~~011,~~478~~834		$	~~859~~1,~~155~~175,478
Loss from operations	$	(163,617	)	$	(228,199	)
Income / (Loss) from Operations	$	(781,409	)	$	(163,617	)
Interest Expense		(1318,~~099~~535	)		(1013,~~637~~099	)
Loss Before Provision for Income Taxes	$	(176,716	)	$	(238,836	)
Income / (Loss) Before Provision for Income Taxes	$	(799,944	)	$	(176,716	)
Provision for Income Taxes		(5419,~~018~~989	)		-(54,018	)
Benefit from Deferred Tax Asset		5018,~~777~~789			-50,777
Net Loss	$	(179,957	)	$	(238,836	)
Net Income / (Loss)	$	(801,144	)	$	(179,957	)
Net Loss Per Common Share, Basic and Diluted	$	(0.01	)	$	(0.02	)
Net Income / (Loss) Per Common Share, Basic and Diluted	$	(0.04	)	$	(0.01	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		1618,~~660~~218,~~452~~634			1516,~~841~~660,~~585~~452

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

F-2

Table of Contents

EQUATOR BEVERAGE COMPANY

Balance Sheets

As of December 31, ~~2023~~2024 and ~~2022~~2023

	December 31,2023			December 31,2022
	December 31,2024			December 31,2023
ASSETS
Assets
CURRENT ASSETS:
Current Assets
Cash and cash equivalents	$	8722,~~339~~799		$	1087,~~738~~339
Accounts receivable, net		~~135~~196,~~061~~294			93135,~~852~~061
Inventory		~~270~~219,~~788~~388			~~268~~270,~~289~~788
Supplier deposits		5293,~~655~~930			4452,~~772~~655
Prepaid expenses		3543,~~650~~751			2335,~~468~~650
Total Current Assets	$	~~581~~576,~~493~~162		$	~~441~~581,~~119~~493
TOTAL ASSETS	$	581,493		$	441,119
Total Assets	$	576,162		$	581,493
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities and Stockholders’ Equity
COMMITMENTS AND CONTINGENCIES – Refer to Note 3
Current Liabilities
CURRENT LIABILITIES:
Accounts payable and accrued expenses	$	124,861		$	80,621
Accounts payable and accrued expenses	$	80,621		$	70,252
Related party loans		115,000			230,000
Related party loans		230,000			225,000
Total Current Liabilities	$	239,861		$	310,621
Total Current Liabilities	$	310,621		$	295,252
Commitments and Contingencies – Refer to Note 3
STOCKHOLDERS’ EQUITY
Stockholders’ Equity
Common stock, 20,000,000 shares authorized at $0.001 par value, 16,933,346 and 16,230,615 shares issued and outstanding, at December 31, 2023 and December 31, 2022, respectively		16,934			16,231
Common stock, 20,000,000 shares authorized at $0.001 par value, 18,218,634 and 16,933,346 shares issued and outstanding, at December 31, 2024 and December 31, 2023, respectively		18,219			16,934
Additional paid-in capital		24,~~063~~928,~~176~~464			2324,~~758~~063,~~917~~176
Accumulated deficit		(2324,~~809~~610,~~238~~382	)		(23,~~629~~809,~~281~~238	)
Total Stockholders’ Equity	$	~~270~~336,~~872~~301		$	~~145~~270,~~867~~872
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	581,493		$	441,119
Total Liabilities and Stockholders’ Equity	$	576,162		$	581,493

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

F-3

Table of Contents

EQUATOR BEVERAGE COMPANY

Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

	Common Stock						AdditionalPaid-In			Accumulated			Stockholders’
	Shares			Amount			Capital			Deficit			Equity
Balance, January 1, 2022		15,548,903		$	15,549		$	23,745,449		$	(23,390,445	)	$	370,553
Balance, January 1, 2023		16,230,615		$	16,231		$	23,758,917		$	(23,629,281	)	$	145,867
Restricted, Non-trading Stock Issued to Directors and Employees		1,353,000			1,353			180,536			-			181,889
Restricted, Non-Trading Stock Issued to Directors and Employees		1,104,000			1,104			355,672			-			356,776
Exercise of Stock Options		159,054			159			25,290						25,449
Stock Retired to Treasury		(830,342	)		(830	)		(192,358	)		-			(193,188	)
Net Loss		-			-			-			(238,836	)		(238,836	)
Balance, December 31, 2022		16,230,615		$	16,231		$	23,758,917		$	(23,629,281	)	$	145,867
Restricted, Non-trading Stock Issued to Directors and Employees		1,104,000			1,104			355,672			-			356,776
Stock Retired to Treasury		(401,269	)		(401	)		(51,413	)		-			(51,814	)
Net Loss		-			-			-			(179,957	)		(179,957	)
Balance, December 31, 2023		16,933,346		$	16,934		$	24,063,176		$	(23,809,238	)	$	270,872
Restricted, Non-trading Stock Issued to Directors and Employees		1,285,288			1,285			865,288			-			866,573
Net Loss		-			-			-			(801,144	)		(801,144	)
Balance, December 31, 2024		18,218,634		$	18,219		$	24,928,464		$	(24,610,382	)	$	336,301

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

F-4

Table of Contents

EQUATOR BEVERAGE COMPANY

Statements of Cash Flows

For the Years Ended December 31, ~~2023~~2024 and ~~2022~~2023

	2023			2022
	2024			2023
Cash Flows from Operating Activities:
Net loss	$	(179,957	)	$	(238,836	)
Net income / (loss)	$	(801,144	)	$	(179,957	)
Adjustments to Reconcile Net Loss to Net Cash Provided by/ (Used in) Operating Activities:
Adjustments to Reconcile Net Income / (Loss) to Net Cash Provided by / (Used in) Operating Activities:
Restricted, Non-trading Common Stock Issued to Directors and Employees		356,776			181,889
Restricted, non-trading common stock issued to directors and employees		866,573			356,776
Changes in Assets and Liabilities:
(Increase) / decrease in accounts receivable		(4161,~~209~~233	)		14(41,~~783~~209	)
Increase in inventory		(2,499	)		(33,723	)
(Increase) / decrease in inventory		51,400			(2,499	)
Increase in supplier deposits		(7,883	)		(16,772	)
(Increase) / decrease in supplier deposits		(41,275	)		(7,883	)
Increase in prepaid expenses		(12,182	)		(11,653	)
(Increase) / decrease in prepaid expenses		(8,101	)		(12,182	)
Increase in accounts payable and accrued expenses		10,369			11,308
Increase / (decrease) in accounts payable and accrued expenses		44,240			10,369
Net Cash Provided by / (Used in) Operating Activities	$	~~123~~50,~~415~~460		$	(93123,~~004~~415	)
Net Cash Provided by/ (Used in) Financing Activities:
Proceeds from related party loan		~~230~~463,000			~~510~~230,000
Repayments to related party loan		(~~225~~578,000	)		(~~285~~225,000	)
Proceeds from stock option exercise		-			25,449
Shares repurchased for cancellation		-			(51,814	)
Shares repurchased for cancellation		(51,814	)		(193,188	)
Net Cash Provided by / (Used in) Financing Activities	$	(115,000	)	$	(46,814	)
Net Cash (Used in)/ Provided by Financing Activities	$	(46,814	)	$	57,261
Net Increase / (Decrease) in Cash and Cash Equivalents	$	(64,540	)	$	(76,601	)
Net Increase / (Decrease) in Cash and Cash Equivalents	$	76,601		$	(35,743	)
Cash and Cash Equivalents at Beginning of Period		87,339			10,738
Cash and Cash Equivalents at Beginning of Period		10,738			46,481
Cash and Cash Equivalents at End of Periods	$	22,799		$	87,339
Cash and Cash Equivalents at End of Periods	$	87,339		$	10,738
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash Paid for Interest	$	1318,~~100~~535		$	1013,~~641~~100

Summary of non-cash investing and financing activity: During the year ended December 31, ~~2023~~2024 the Company issued a total of 1,~~104~~285,~~000~~288 restricted and non-trading shares with an implied value of $~~356~~866,~~776~~573 to directors and officers as a result of contractual stock awards. During the year ended December 31, ~~2022~~2023 the Company issued a total of 1,~~353~~104,000 restricted and non-trading shares with an implied value of $~~181~~356,~~889~~776 to directors and officers as a result of contractual stock awards and to settle obligations payable.

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

F-5

Table of Contents

EQUATOR BEVERAGE COMPANY

Notes to Financial Statements

December 31 ~~2023~~2024 and ~~2022~~2023

NOTE 1 – BUSINESS

Overview

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

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 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. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, the Company did not have any cash equivalents.

Accounts Receivable

Accounts receivable isare stated at the amount management expects to collect from outstanding balances. 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 December 31, ~~2023~~2024 and ~~2022~~2023 was zero.

Inventory

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. There were no such adjustments in ~~2023~~2024 or ~~2022~~2023.

Revenue Recognition

Revenue from sales of products is recognized when the related performance obligation is satisfied. The Company’s performance obligation is satisfied upon the shipment or delivery of products to customers. 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.

F-6

Table of Contents

Shipping and Handling Costs

Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of Operations.

Net Income/(Loss) Per Common Share

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260, “Earnings per Share”. ASC Topic 260 requires presentation of basic and diluted EPS. 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. Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods.

Income Taxes

The Company provides for income taxes using the asset and liability approach in accounting for income taxes. 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. 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 December 31, ~~2023~~2024 and ~~2022~~2023.

As of December 31, ~~2023~~2024, and December 31, ~~2022~~2023, 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 for ~~2023~~2024 and ~~2022~~2023:

	2023			2022
	2024			2023
Net Operating Loss Carryforward, January 1	$	3,~~796~~616,~~573~~513		$	3,~~739~~796,~~625~~573
(Taxable Income)/ Net Loss, January 1 to December 31		~~(180~~66,~~060~~629	)		56(180,~~948~~060	)
Net Operating Loss Carryforward, December 31	$	3,~~616~~549,~~513~~884		$	3,~~796~~616,~~573~~513
Federal Deferred Tax Asset, January 1		~~797~~759,~~280~~468			~~785~~797,~~321~~280
Federal Tax Expense as of December 31 (21% Tax Rate)		(3713,~~813~~992	)		11(37,~~959~~813	)
Federal Deferred Tax Asset, December 31	$	~~759~~745,~~468~~476		$	~~797~~759,~~280~~468
State of New Jersey Deferred Tax Asset, January 1		~~341~~324,~~107~~902			~~336~~341,~~254~~107
State of New Jersey Tax Expense as of December 31 (9% Tax Rate)		(165,~~205~~997	)		4(16,~~854~~205	)
State of New Jersey Deferred Tax Asset, December 31	$	~~324~~318,~~902~~905		S$	~~341~~324,~~107~~902
Total Deferred Tax Asset, December 31	$	1,~~084~~064,~~370~~381		$	1,~~138~~084,~~388~~370
Total Tax Expense	$	5419,~~018~~989		$	-54,018

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

	2024			2023
Net Income/(Loss) before Taxes	$	(799,944	)	$	(176,716	)
Stock Awards		866,573			356,776
Taxable Net Income/ (Loss)	$	66,629		$	180,060

Fair value of financial instruments

The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable and accrued expenses approximate their fair values due to their short-term nature.

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Table of Contents

NOTE 3 – COMMITMENTS AND CONTINGENCIES

Employment Agreements

Pursuant to ~~the~~Mr. ~~Amended~~Simpson’s ~~and~~Employment ~~Restated~~Agreement ~~Employment~~(“the Agreement”) dated ~~April~~January ~~6, 2017 and amended on September~~ 1, ~~2022,~~2024 Mr. Simpson is paid a salary of $89,~~000~~500 per month and a stock award of 67,000 shares of ~~restricted,~~ non-trading, ~~common~~restricted ~~stock~~Common Stock. The employment agreement expires on ~~March~~December 31, ~~2027~~2029.

Pursuant to the Agreement, should Mr. Simpson’s employment be terminated without cause, the Company is obligated to pay Mr. Simpson all amounts from the contract immediately for the remaining term of 3960 months. At December 31, ~~2023~~2024, the potential liability to EQUATOR Beverage Company was $~~312~~570,000 and 24,~~613~~020,000 shares of restricted, non-trading common stock.

NOTE 4 – STOCKHOLDERS’ EQUITY

OnThe ~~July~~Company 5,has ~~2022~~authorized 20,000,000 ~~the~~shares ~~State~~ of ~~Delaware~~Common ~~approved~~Stock ~~the~~having ~~1-for-2~~a ~~reverse~~par ~~split~~value ~~and~~of ~~the decrease in Authorized shares from 40,000,000 to 20,000,000 shares~~$0.001.

On June 8, 2022, the Board of Directors of the Company approved a prospective amendment to the Fourth Article of the Company’s Articles 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. On June 8, 2022, the majority stockholders approved the decrease in authorized shares amendment by written consent, in lieu of a special meeting of the stockholders. On June 8, 2022, 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. On June 8, 2022, stockholders of the Company owning a majority of the Company’s outstanding voting stock 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 on July 19, 2022 and effective July 20, 2022. All share and per share data has been retroactively adjusted to reflect the reverse stock split

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Restricted Stock Issuances

The table below summarizes the restricted, non-trading stock awards during the years ~~2023~~2024 and ~~2022~~2023:

Restricted, Non-trading Stock Awards
Officers and Directors
January 1 to December 31
2023							2022
	VWAP		Shares		Amount			VWAP		Shares		Amount
Q1							Q1
Glenn Simpson	$	0.06		201,000	$	11,792	Glenn Simpson	$	0.20		450,500	$	76,368
Diane Cudia	$	0.06		37,500		2,200	Diane Cudia	$	0.20		106,250		17,800
Jeffrey Devlin	$	0.06		37,500		2,200	Jeffrey Devlin	$	0.20		106,250		17,800
Total				276,000	$	16,192	Total				663,000	$	111,968
Q2							Q2
Glenn Simpson	$	0.10		201,000	$	22,110	Glenn Simpson	$	0.16		100,500	$	17,554
Diane Cudia	$	0.10		37,500		4,125	Diane Cudia	$	0.16		18,750		3,275
Jeffrey Devlin	$	0.10		37,500		4,125	Jeffrey Devlin	$	0.16		18,750		3,275
Total				276,000	$	30,360	Total				138,000	$	24,104
Q3							Q3
Glenn Simpson	$	0.45		201,000	$	94,403	Glenn Simpson	$	0.12		201,000	$	20,100
Jeffrey Devlin	$	0.45		37,500		17,613	Jeffrey Devlin	$	0.12		37,500		3,750
Total				238,500	$	112,016	Total				238,500	$	23,850
Q4							Q4
Glenn Simpson	$	0.63		201,000	$	131,521	Glenn Simpson	$	0.06		201,000	$	13,266
Diane Cudia	$	0.63		75,000		42,150	Diane Cudia	$	0.06		75,000		6,226
Jeffrey Devlin	$	0.63		37,500	$	24,538	Jeffrey Devlin	$	0.06		37,500	$	2,475
Total				313,500	$	198,209					313,500	$	21,967
Grand Total				1,104,000	$	356,777	Grand Total				1,353,000	$	181,889

Restricted, Non-trading Stock Awards

Officers and Directors

January 1 to December 31

On June 1, 2022, Mr. Simpson exercised his options to purchase 159,054 shares of restricted and non-trading shares at $0.16 per share. The total purchase price was $25,449. The stock closed at $0.16 on the exercise date. There were no options outstanding after this option exercise.

2024								2023
		Price		Shares		Amount			Price		Shares		Amount
Q1								Q1
Glenn Simpson		$	0.70		201,000	$	140,700	Glenn Simpson	$	0.06		201,000	$	11,792
	-	$	-		-		-	Jeffrey Devlin	$	0.06		37,500		2,200
Diane Cudia		$	0.70		37,500		26,250	Diane Cudia	$	0.06		37,500		2,200
Total					238,500	$	166,950	Total				276,000	$	16,192
Q2								Q2
Glenn Simpson		$	0.70		201,000	$	140,700	Glenn Simpson	$	0.11		201,000	$	22,110
	-	$	-		-	$	-	Jeffrey Devlin	$	0.11		37,500	$	4,125
Diane Cudia		$	0.70		37,500	$	26,250	Diane Cudia	$	0.11		37,500	$	4,125
Total					238,500	$	166,950	Total				276,000	$	30,360
Q3								Q3
Glenn Simpson		$	0.70		201,000	$	140,700	Glenn Simpson	$	0.47		201,000	$	94,403
Glenn Simpson		$	0.60		200,000		120,000
	-	$	-		-	$	-	Jeffrey Devlin	$	0.47		37,500	$	17,613
Diane Cudia		$	0.70		37,500	$	26,250	Diane Cudia	$	0.47		37,500	$	17,613
Diane Cudia		$	0.60		100,000	$	60,000
Total			-		538,500	$	346,950	Total				276,000	$	129,629
Q4								Q4
Glenn Simpson		$	0.70		201,000	$	140,700	Glenn Simpson	$	0.65		201,000		131,521
	-	$	-		-		-	Jeffrey Devlin	$	0.65		37,500		24,537
Diane Cudia		$	0.70		37,500	$	26,250	Diane Cudia	$	0.65		37,500		24,537
Total					238,500	$	166,950	Total				276,000		180,595
Grand Total					1,254,000	$	847,800	Total				1,104,000	$	356,776

Stock ~~Purchased for Cancellation~~Transactions

During the year ended December 31, 2024, the Company issued 31,288 shares of its restricted, non-trading common shares for marketing services. The total stock issued to directors, employees and contractors was 1,285,288.

During the year ended December 31, 2024, the Company did not purchase any shares of its Common Stock from shareholders.

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.

During the year ended December 31, 2022 the Company purchased 830,342 shares of its Common Stock from shareholders at a cost of $193,188.

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Table of Contents

NOTE 5 – ~~STOCK OPTIONS~~CONCENTRATIONS

As of December 31, 2023, there are no outstanding stock options and there was no obligation to issue stock options.

On June 1, 2022, Mr. Simpson exercised options to purchase 159,054 shares of restricted and non-trading shares at $0.16 per share. The total purchase price was $25,449. The stock closed at $0.16 on the exercise date. There were no options outstanding after this option exercise.

On 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. The stock closed at $0.17 on that day.

During the years ended December 31, 2023 and 2022, compensation expense related to stock options was $0. As of December 31, 2023, there was no unrecognized compensation cost related to non-vested stock options.

NOTE 6 – CONCENTRATIONS

Major Customers*

During the year ended December 31, ~~2023~~2024, the Company had six customers that accounted for 9091% of revenue. Accounts receivable at December 31, ~~2022~~2024 from these six customers amounted to $~~112~~192,~~167~~185. For the year ended December 31, ~~2022~~2023, there were ~~five~~six major customers accounting for 90% of total revenue.

Major Suppliers*

During the year ended December 31, ~~2023~~2024, the Company purchased its inventory from two suppliers. The Company has established relationships with other suppliers which management believes could meet its needs on similar terms. Accounts payable at December 31, ~~2023~~2024 to both suppliers were $2528,~~480~~143.

*Disclosure of the specific revenues generated by each customer and purchases from each supplier would have the effect of revealing sensitive financial and commercial information and would unfairly expose confidential aspects of the Company’s business strategies. The Company believes that its current disclosure satisfies the requirements of ASC 275-10-50-16 through 20 and provides ample information regarding the nature of concentration risk.

NOTE 76 – RELATED PARTY TRANSACTIONS

Mr. Simpson lent funds to the Company for a revolving loan with a principal amount up to $300,000. The loan bears a 6% simple interest per year. 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 December 31, 2024, the loan payable to Mr. Simpson was $115,000.

As of December 31, 2023, the loan payable to Mr. Simpson was $230,000.

AsNOTE of7 ~~December~~– ~~31,~~SUBSEQUENT ~~2022, the loan payable to Mr. Simpson was $225,000.~~EVENTS

On ~~June~~January 12, ~~2022~~2025, ~~Mr.~~the ~~Simpson~~Company ~~exercised~~issued ~~159~~201,~~054~~000 ~~stock~~shares ~~options at an exercise price~~ of ~~$0.16.~~its ~~The Company issued 159~~restricted,~~054~~ ~~restricted and~~ non-trading ~~shares of~~ common stock invalued ~~exchange~~at ~~for the total purchase price of~~ $~~25,449~~0.65 ~~The~~per ~~stock~~share ~~closed~~to ata ~~$0.16~~related onparty ~~the~~to ~~exercise~~fulfill ~~date~~contractual obligations. ~~There~~The ~~were~~total nocost ~~options~~of ~~outstanding~~the ~~after~~shares ~~this~~issued ~~option~~was ~~exercise~~$130,650.

On January 31, 2025, 1,682 shares of its restricted, non-trading common stock valued at $0.50 per share to an unrelated party for marketing services. The total cost of the shares issued was $841.

F-10

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