U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended: ~~September~~March 3031, ~~2024~~2025

☐	TRANSITION REPORT PURSUANT TO 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 of

incorporation or organization)

(IRS Employer

Identification No.)

185 Hudson Street, Suite 2500

Jersey City, New Jersey

07302

(Address of principal executive offices)

(Postal Code)

Registrant’s telephone number: 929-264-7944

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

Title of each class

Trading Symbol(s)

Name of each exchange on

which registered

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 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 such files). Yes ☒ No ☐

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	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On ~~November~~May 17, ~~2024~~2025, there were 1718,~~410~~220,~~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
	PART I - FINANCIAL INFORMATION
ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	F-1
	Condensed Balance Sheets as of September 30, 2024 and December 31, 2023	F-1
	Condensed Balance Sheets as of March 31, 2025 and December 31, 2024	F-1
	Condensed Statements of Operations for the three months ended September 30, 2024 and September 30, 2023	F-2
	Condensed Statements of Operations for the three months ended March 31, 2025 and March 31, 2024	F-2
	Condensed Statements of Operations for the nine months ended September 30, 2024 and September 30, 2023	F-3
	Condensed Statements of Cash Flows for the three months ended March 31, 2025 and March 31, 2024	F-3
	Condensed Statements of Cash Flows for the nine months ended September 30, 2024 and September 30, 2023	F-4
	Condensed Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2025 and March 31, 2024	F-4
	Condensed Statements of Changes in Stockholders’ Equity for the nine months ended September 30, 2024 and September 30, 2023	F-5
	Notes to the Condensed Financial Statements	F-5
	Notes to the Condensed Financial Statements	F-6
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	65
ITEM 4.	CONTROLS AND PROCEDURES	65
	PART II
ITEM 1.	LEGAL PROCEEDINGS	7
ITEM 1a.	RISK FACTORS	7
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	14
ITEM 3.	UNRESOLVED STAFF COMMENTS	14
ITEM 4.	MINE SAFETY DISCLOSURE	14
ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	1415
ITEM 6.	SELECTED FINANCIAL DATA	15
	PART III
ITEM 7.	Directors, Executive Officer and Corporate Governance	16
ITEM 8.	Executive Compensation	17
ITEM 9.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	18
	PART IV
ITEM 10.	Exhibits, Financial Statement Schedules	19
SIGNATURES		20

Table of Contents

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

EQUATOR BEVERAGE COMPANY

Condensed Balance Sheets (Unaudited)

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024

	September 30,2024			December 31,2023
	March 31,2025			December 31,2024
Assets
Current Assets
Cash and cash equivalents	$	31124,~~478~~932		$	8722,~~339~~799
Accounts receivable, net		~~298~~265,~~436~~143			~~135~~196,~~061~~294
Inventory		~~442~~485,~~722~~924			~~270~~219,~~788~~388
Supplier deposits		2691,~~756~~518			5293,~~655~~930
Prepaid expenses		3941,~~050~~563			3543,~~650~~751
Total Current Assets	$	~~838~~1,~~442~~009,080		$	~~581~~576,~~493~~162
Total Assets	$	~~838~~1,~~442~~009,080		$	~~581~~576,~~493~~162
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	~~113~~299,~~921~~905		$	80124,~~621~~861
Related party loans		~~310~~288,000			~~230~~115,000
Total Current Liabilities		~~423~~587,~~921~~905			~~310~~239,~~621~~861
Commitments and Contingencies – Refer to Note 3
Stockholders’ Equity
Common stock, 20,000,000 shares authorized at $0.001 par value, 17,410,346 and 16,933,346 shares issued and outstanding, at September 30, 2024 and December 31, 2023, respectively		17,411			16,934
Common stock, 20,000,000 shares authorized at $0.001 par value, 18,220,316 and 18,218,634 shares issued and outstanding, at March 31, 2025 and December 31, 2024, respectively		18,220			18,219
Additional paid-in capital		24,~~300~~929,~~479~~303			24,~~063~~928,~~176~~464
Accumulated deficit		(2324,~~903~~526,~~369~~348	)		(2324,~~809~~610,~~238~~382	)
Total Stockholders’ Equity		~~414~~421,~~521~~175			~~270~~336,~~872~~301
Total Liabilities and Stockholders’ Equity	$	~~838~~1,~~442~~009,080		$	~~581~~576,~~493~~162

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

F-1

Table of Contents

EQUATOR BEVERAGE COMPANY

Condensed Statements of Operations (Unaudited)

For the Three Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Revenue	$	1817,~~061,645~~748		$	~~675~~640,~~947~~653
Cost of Revenue		~~704~~497,~~370~~005			~~367~~370,~~262~~070
Gross Profit		~~357~~320,~~275~~743			~~308~~270,~~685~~583
Operating Expenses
Selling, general and administrative		~~281~~231,~~316~~178			~~358~~368,~~639~~743
Total Operating Expenses		~~281~~231,~~316~~178			~~358~~368,~~639~~743
Income / (Loss) from Operations		89,565			(98,160	)
Interest Expense		(53,~~655~~991	)		(34,~~957~~219	)
Income / (Loss) Before Provision for Income Taxes	$	7085,~~304~~574		$	(53102,~~911~~379	)
Provision for Income Taxes		(1,~~277~~540	)		-(641	)
Net Income / (Loss)	$	6984,~~027~~034		$	(53103,~~911~~020	)
Net Income / (Loss) Per Common Share, Basic and Diluted	$	0.00		$	(0.0001	)
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		1718,~~410~~219,~~346~~504			17,~~274~~129,~~826~~928

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

F-2

Table of Contents

EQUATOR BEVERAGE COMPANY

Condensed Statements of ~~Operations~~Cash Flows (Unaudited)

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024

	2024			2023
	2025			2024
Revenue	$	2,547,620		$	1,780,059
Cash Flows from Operating Activities:
Cost of Revenue		1,577,278			988,441
Net income / (loss)	$	84,034		$	(103,020	)
Gross Profit		970,342			791,618
Adjustments to Reconcile Net Income / (Loss) to Net Cash Provided by / (Used In) Operating Activities:
Operating Expenses
Restricted, non-trading common stock issued to directors and employees		840			122,610
Selling, general and administrative		1,046,924			812,222
Changes in Assets and Liabilities:
Total Operating Expenses		1,046,924			812,222
(Increase) / decrease in accounts receivable		(68,849	)		(136,316	)
Income / (Loss) from Operations
(Increase) / decrease in inventory		(266,536	)		(220,223	)
Interest Expense		(14,916	)		(9,992	)
(Increase) / decrease in supplier deposits		2,412			52,655
Income / (Loss) Before Provision for Income Taxes	$	(91,498	)	$	(30,596	)
(Increase) / decrease in prepaid expenses		2,188			12,454
Provision for Income Taxes		(2,633	)		-
(Increase) / decrease in accounts payable and accrued expenses		175,044			109,599
Net Income / (Loss)	$	(94,131	)	$	(30,596	)
Net Cash Provided by / (Used in) Operating Activities		(70,867	)		(162,241	)
Net Income / (Loss) Per Common Share, Basic and Diluted	$	(0.01	)	$	0.00
Net Cash Provided by / (Used in) Financing Activities:
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		17,927,266			15,732,060
Proceeds from related party loan		193,000			130,000
Repayments of related party loan		(20,000	)		-
Net Cash Provided by / (Used in) Financing Activities		173,000			130,000
Net Increase / (Decrease) in Cash and Cash Equivalents		102,133			(32,241	)
Cash and Cash Equivalents at Beginning of Period		22,799			87,339
Cash and Cash Equivalents at End of Periods	$	124,932		$	55,098
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	3,991		$	4,219

~~The~~Summary ~~accompanying~~of ~~notes~~non-cash ~~are~~investing and financing activity: During the three-month period ended March 31, 2025 the Company issued a total of 1,682 restricted and non-trading shares with an ~~integral~~implied ~~part~~value of ~~these~~$840 ~~condensed~~to ~~financial~~an ~~statements~~unrelated party for marketing services. During the three-month period ended March 31, 2024 the Company issued a total of 201,000 restricted and non-trading shares with an implied value of $122,610 to directors and officers as a result of contractual stock awards.

~~F-3~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed financial statements.

~~EQUATOR~~F-3 ~~BEVERAGE~~Table ~~COMPANY~~of Contents

~~Condensed~~EQUATOR ~~Statements~~BEVERAGE ~~of Cash Flows (Unaudited)~~COMPANY

~~For~~Condensed ~~the~~Statements ~~Nine~~of ~~Months~~Changes ~~Ended~~in ~~September~~Stockholders’ ~~30,~~Equity ~~2024 and 2023~~(Unaudited)

	2024			2023
Cash Flows from Operating Activities:
Net income / (loss)	$	(94,131	)	$	(30,596	)
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		237,780			158,567
Changes in Assets and Liabilities:
(Increase) / decrease in accounts receivable		(163,375	)		(153,610	)
(Increase) / decrease in inventory		(171,934	)		34,946
(Increase) / decrease in supplier deposits		25,899			21,172
(Increase) / decrease in prepaid expenses		(3,400	)		(16,576	)
(Increase) / decrease in accounts payable and accrued expenses		33,300			(1,309	)
Net Cash Provided by / (Used in) Operating Activities		(135,861	)		12,594
Net Cash Provided by / (Used in) Financing Activities:
Proceeds from related party loan		344,000			170,000
Repayments of related party loan		(264,000	)		(155,000	)
Shares purchased for cancellation		-			(38,002	)
Net Cash Provided by / (Used in) Financing Activities		80,000			(23,002	)
Net Increase / (Decrease) in Cash and Cash Equivalents		(55,861	)		(10,408	)
Cash and Cash Equivalents at Beginning of Period		87,339			10,738
Cash and Cash Equivalents at End of Periods	$	31,478		$	330
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	14,916		$	9,992

For the Three Months Ended March 31, 2025 and 2024

Summary of non-cash investing and financing activity: During the nine-month period ended September 30, 2024 the Company issued a total of 477,000 restricted and non-trading shares with an implied value of $237,780 to directors and officers as a result of contractual stock awards. During the three-month period ended September 30, 2023 the Company issued a total of 790,500 restricted and non-trading shares with an implied value of $158,567 to directors and officers as a result of contractual stock awards.

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2024		18,218,634	$	18,219	$	24,928,464	$	(24,610,382	)	$	336,301
Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties		1,682		1		839					840
Net Income / (Loss)								84,034			84,034
Balance, March 31, 2025		18,220,316	$	18,220	$	24,929,303	$	(24,526,348	)	$	421,175

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

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
Balance, December 31, 2023		16,933,346	$	16,934	$	24,063,176	$	(23,809,238	)	$	270,872
Restricted, Non-Trading Stock issued to Directors, employees and unrelated parties		201,000		201		122,409					122,610
Net Income / (Loss)								(103,020	)		(103,020	)
Balance, March 31, 2024		17,134,346	$	17,135	$	24,185,585	$	(23,912,258	)	$	290,462

~~F-4~~The ~~Table~~accompanying notes are an integral part of ~~Contents~~these condensed financial statements.

~~EQUATOR~~F-4 ~~BEVERAGE~~Table ~~COMPANY~~of Contents

~~Condensed~~EQUATOR ~~Statements~~BEVERAGE ~~of Changes in Stockholders’ Equity (Unaudited)~~COMPANY

~~For~~Notes ~~the~~to ~~Nine~~Condensed ~~Months~~Financial ~~Ended~~Statements ~~September 30, 2024 and 2023~~(Unaudited)

					Additional
	Common Stock				Paid-In		Accumulated
	Shares		Amount		Capital		Deficit			Total
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		201,000		201		122,409					122,610
Net Loss								(103,020	)		(103,020	)
Balance, March 31, 2024		17,134,346	$	17,135	$	24,185,585	$	(23,912,258	)	$	290,462
Restricted, Non-Trading Stock issued to Directors and employees		276,000		276		114,894					115,170
Net Loss								(60,138	)		(60,138	)
Balance, June 30, 2024		17,410,346	$	17,411	$	24,300,479	$	(23,972,396	)	$	345,495
Net Loss								69,027			69,027
Balance, September 30, 2024		17,410,346	$	17,411	$	24,300,479	$	(23,903,369	)	$	414,521

March 31, 2025

							Additional
	Common Stock						Paid-In			Accumulated
	Shares			Amount			Capital			Deficit			Total
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		238,500			239			13,753						13,992
Net Income											4,485			4,485
Balance, March 31, 2023		16,469,115		$	16,470		$	23,772,670		$	(23,624,796	)	$	164,344
Restricted, Non-Trading Stock issued to Directors and employees		238,500			238			25,996			-			26,235
Stock Retired to Treasury		(380,019	)		(380	)		(37,622	)		-			(38,002	)
Net Income		-			-			-			18,830			18,830
Balance, June 30, 2023		16,327,596		$	16,328		$	23,761,045		$	(23,605,966	)	$	171,407
Restricted, Non-Trading Stock issued to Directors and employees		313,500			313			118,027			-			118,340
Net Income		-			-			-			(53,911	)		(53,911	)
Balance, September 30, 2023		16,641,096		$	16,641		$	23,879,072		$	(23,659,877	)	$	235,836

NOTE 1 – BUSINESS

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

~~F-5~~EQUATOR ~~Table~~Beverage ofCompany, ~~Contents~~headquartered in Jersey City, NJ, is a Delaware corporation that specializes in developing, producing, distributing, and marketing new beverage products.

~~EQUATOR~~Our ~~BEVERAGE~~beverages ~~COMPANY~~have been certified Non-GMO Project Verified and USDA Organic, and we offer both nonalcoholic and ready-to-drink alcoholic options. In addition, we have a line of sparkling energy beverages. Our beverages can be found in North America, the Caribbean, and Bermuda.

~~Notes~~We are committed to ~~Condensed~~sustainability ~~Financial~~and ~~Statements~~use ~~(Unaudited)~~100% recyclable, eco-friendly packaging that has a minimal impact on the environment. Furthermore, our products are plant-based, renewable, and eco-friendly.

~~September~~Coconut 30water is nature's super hydration drink for skin and body. In each 11 oz serving, ~~2024~~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.

~~NOTE~~CURRENT ~~1 – BUSINESS~~OPERATIONS

~~Overview~~Sales and Distribution

~~EQUATOR~~The ~~Beverage~~Company’s main product is MOJO Coconut Water. In addition to Coconut Water, the Company produces Coconut Water + Pineapple Juice, ~~headquartered~~Coconut inWater ~~Jersey~~+ ~~City~~Mango Juice, NJOrganic Coconut Water, isSparkling aCoconut ~~Delaware~~Water ~~corporation~~Citrus, ~~that~~Sparkling ~~specializes~~Coconut inWater ~~developing~~Blood Orange, ~~producing~~Sparkling Coconut Water Pink Grapefruit, ~~distributing~~Energy Sparkling Citrus, Energy Sparkling Blood Orange, Energy Sparkling Pink Grapefruit, EQUATOR Sparkling Coconut Water + Tequila Citrus, EQUATOR Sparkling Coconut Water + Tequila Blood Orange, EQUATOR Sparkling Coconut Water + Tequila Pink Grapefruit, and ~~marketing~~EQUATOR ~~new~~Sparkling ~~beverage~~Coconut Water + 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.

Our beverages have been certified Non-GMO Project Verified and USDA Organic, and we offer both nonalcoholic and ready-to-drink alcoholic options. In addition, we have a line of sparkling energy beverages. Our beverages can be found in North America, the Caribbean, and Bermuda. Production

WeThe ~~are~~Company ~~committed~~has tomultiple ~~sustainability~~sources ~~and~~for ~~use~~its ~~100%~~production. ~~recyclable,~~The ~~eco-friendly~~Company’s ~~packaging~~fruit ~~that~~sources ~~has~~are aof ~~minimal~~high ~~impact~~quality. onThe fruit is part of the ~~environment.~~overall ~~Furthermore,~~taste and quality of our products. ~~are plant-based~~Currently, ~~renewable~~the Company has multiple production facilities that it could source products from, ~~and~~each ~~eco-friendly~~of the facilities could supply our forecasted demand.

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.Competition

~~CURRENT~~The ~~OPERATIONS~~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.

~~Sales~~Government ~~and Distribution~~Regulation

~~The~~Within ~~Company’s main product is MOJO Coconut Water. In addition to Coconut Water,~~ the ~~Company~~United ~~produces Coconut Water + Pineapple Juice~~States, ~~Coconut~~beverages ~~Water~~are +governed ~~Mango~~by ~~Juice,~~the ~~Organic~~U.S. ~~Coconut~~Food ~~Water,~~and ~~Sparkling~~Drug ~~Coconut~~Administration ~~Water~~(the ~~Citrus,~~“FDA”). ~~Sparkling~~As ~~Coconut Water Blood Orange~~such, ~~Sparkling~~it ~~Coconut~~is ~~Water~~necessary ~~Pink~~for ~~Grapefruit,~~the ~~Energy~~Company ~~Sparkling~~to ~~Citrus~~establish, ~~Energy~~maintain ~~Sparkling Blood Orange, Energy Sparkling Pink Grapefruit, Cubano Blue Agave Tequila Organic Sparkling Coconut Water Citrus~~ and ~~Cubano~~make ~~Blue~~available ~~Agave~~for ~~Tequila~~inspection ~~Organic~~records ~~Sparkling~~as ~~Coconut~~well ~~Water~~as ~~Blood Orange. We seek~~ to ~~grow~~develop ~~the~~labels ~~market~~(including ~~share~~nutrition ofinformation) ~~our~~that ~~products~~meet byFDA ~~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~~requirements. The Company’s ~~packages~~production ~~its~~facilities ~~beverages~~are insubject 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~~FDA ~~and the pollution of our bodies of water~~regulation. ~~Also, our products are plant-based, Eco-friendly and renewable.~~

~~Production~~F-5 Table of Contents

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.Employees

~~Competition~~As of March 31, 2025, the Company had two employees. The Company also uses the services of contractors, consultants and other third-parties. The Company uses third party bottlers to produce its products which is standard industry practice for every beverage company. We also use trucking and logistics companies to transport and store our products. We use brokers to sell our product and other professionals for accounting, legal and marketing support, to do all these functions internally would take hundreds of employees and is not cost effective.

~~The~~CORPORATE ~~beverage~~HISTORY ~~industry~~AND 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.DEVELOPMENT

~~Government~~The ~~Regulation~~Company began producing MOJO branded products in 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.

~~Within~~Interim ~~the~~Financial 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.Statements

FThe accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-6Q ~~Table~~and article 10 of ~~Contents~~Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2025 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2024 included in the Company’s Annual Report on Form 10-K.

~~Employees~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

AsUse of September 30, 2024, the Company had two employees. The Company also uses the services of contractors, consultants and other third-parties. The Company uses third party bottlers to produce its products which is standard industry practice for every beverage company. We also use trucking and logistics companies to transport and store our products. We use brokers to sell our product and other professionals for accounting, legal and marketing support, to do all these functions internally would take hundreds of employees and is not cost effective. Estimates

~~CORPORATE~~The ~~HISTORY~~financial ~~AND~~statements ~~DEVELOPMENT~~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.

~~The~~Cash ~~Company began producing MOJO branded products in 2015. EQUATOR Beverage Company is headquartered in Jersey City, New Jersey~~ and ~~our~~Cash ~~internet site is www.EquatorBeverage.com. EQUATOR’s stock is traded on the OTCQB under the symbol MOJO.~~ Equivalents

~~Interim~~Cash ~~Financial~~equivalents ~~Statements~~include investment instruments and time deposits purchased with a maturity of three months or less. As of March 31, 2025, and December 31, 2024, the Company did not have any cash equivalents.

~~The~~Accounts accompanying unaudited interim condensed financial statements have been prepared pursuant to the rules and regulations for reporting on Form 10-Q and article 10 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and disclosures required by accounting principles generally accepted in the United States of America (“GAAP”) for complete financial statements have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures included in these financial statements are adequate to make the information presented not misleading. The unaudited interim condensed financial statements included in this document have been prepared on the same basis as the annual audited financial statements, and in the Company’s opinion, reflect all adjustments necessary for a fair presentation in accordance with GAAP and SEC regulations for interim financial statements. The results for the nine months ended September 30, 2024 are not necessarily indicative of the results that the Company will have for any subsequent period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements and the notes to those statements for the year ended December 31, 2023 included in the Company’s Annual Report on Form 10-K.Receivable

~~NOTE~~Accounts 2receivable are –stated ~~SUMMARY~~at OFthe ~~SIGNIFICANT~~amount ~~ACCOUNTING~~management ~~POLICIES~~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 March 31, 2025 and December 31, 2024 was zero.

~~Use~~F-6 Table of ~~Estimates~~Contents

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.Inventory

~~Cash~~Inventory, ~~and~~consisting ~~Cash~~solely ~~Equivalents~~of finished goods, are stated at average cost (first-in, first-out method) or net realizable value (“NRV”). If necessary, the Company provides allowances to adjust the carrying value of its inventories to NRV when NRV is below cost. There were no such adjustments in 2025 or 2024.

~~Cash~~Revenue equivalents include investment instruments and time deposits purchased with a maturity of three months or less. As of September 30, 2024, and December 31, 2023, the Company did not have any cash equivalents.Recognition

~~Accounts~~Revenue ~~Receivable~~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.

~~Accounts~~Shipping receivable are 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~~Handling ~~using reasonable collection efforts. The allowance for doubtful accounts as of September 30, 2024 and December 31, 2023 was zero.~~Costs

~~F-7~~Shipping ~~Table~~and Handling Costs incurred to move finished goods from our distribution center to customer locations are included in the line Selling, General and Administrative Expenses in our Statements of ~~Contents~~Operations.

~~Inventory~~Net Income/(Loss) Per Common Share

~~Inventory,~~The ~~consisting~~Company ~~solely~~computes ofper ~~finished~~share ~~goods,~~amounts ~~are~~in ~~stated~~accordance atwith ~~the~~Financial ~~lower~~Accounting ofStandards ~~cost~~Board (~~first-in, first-out method~~“FASB”) orAccounting ~~net~~Standards ~~realizable~~Codification ~~value~~ (“~~NRV~~ASC”). IfTopic ~~necessary~~260, ~~the~~“Earnings ~~Company~~per ~~provides~~Share”. ~~allowances~~ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income/(loss) available to ~~adjust~~common stockholders by the ~~carrying~~weighted-average ~~value~~number of ~~its~~common ~~inventories~~shares tooutstanding ~~NRV~~for ~~when~~the ~~NRV~~period. Diluted EPS is ~~below~~based ~~cost.~~on ~~There~~the ~~were~~weighted noaverage ~~such~~number ~~adjustments~~of inshares ~~2024~~of orcommon ~~2023~~stock and common stock equivalents outstanding during the periods.

~~Revenue~~Income ~~Recognition~~Taxes

~~Revenue~~The ~~from~~Company ~~sales~~provides offor ~~products~~income istaxes ~~recognized~~using ~~when~~ the ~~related~~asset ~~performance~~and ~~obligation~~liability isapproach ~~satisfied~~in accounting for income taxes. ~~The~~Deferred ~~Company’s~~tax ~~performance~~assets ~~obligation~~and isliabilities ~~satisfied~~are ~~upon~~recorded based on the ~~shipment~~differences orbetween ~~delivery~~the financial statement and tax bases of ~~products~~assets and liabilities and the tax rates in effect when these differences are expected to ~~customers~~reverse. ~~The~~Deferred ~~Company’s~~tax ~~products~~assets are ~~sold~~reduced onby ~~cash~~a ~~and~~valuation ~~credit~~allowance ~~terms~~if, ~~which~~based ~~are~~on ~~established~~the inweight ~~accordance~~of ~~with~~available ~~standardized~~evidence, ~~industry~~it ~~practices~~is ~~and~~more ~~typically~~likely ~~require~~than ~~payment~~not ~~within~~that 30some ~~days~~or all of ~~delivery~~the deferred tax assets will not be realized. The Company did not have a deferred tax liability at March 31, 2025 and 2024.

~~Shipping~~As of March 31, 2025, and March ~~Handling~~31, 2024, ~~Costs~~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.

~~Shipping~~The ~~and~~table ~~Handling~~below ~~Costs~~shows ~~incurred~~the todetails ~~move~~of ~~finished~~the ~~goods~~Net ~~from~~Operating ~~our~~Loss ~~distribution~~Carryforward ~~center~~and toDeferred ~~customer~~Tax ~~locations~~Assets ~~are~~for ~~included~~2025 ~~in the line Selling, General~~ and ~~Administrative Expenses in our Statements of Operations.~~2024:

Net Income/(Loss) Per Common Share

	2025			2024
Net Operating Loss Carryforward, January 1	$	3,549,884		$	3,616,513
Taxable Income, January 1 to March 31		85,574			35,607
Net Operating Loss Carryforward, March 31	$	3,464,310		$	3,580,906
Federal Deferred Tax Asset, January 1		745,476			759,468
Federal Tax Expense as of March 31 (21% Tax Rate)		(17,971	)		(7,477	)
Federal Deferred Tax Asset, March 31	$	727,505		$	751,991
State of New Jersey Deferred Tax Asset, January 1		318,681			324,678
State of New Jersey Tax Expense as of March 31 (9% Tax Rate)		(7,702	)		(3,205	)
State of New Jersey Deferred Tax Asset, March 31	$	310,979		$	321,473
Total Deferred Tax Asset, March 31	$	1,038,484		$	1,073,464
Total Tax Expense	$	25,673			10,682

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 weightedF-~~average~~7 ~~number~~Table 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.~~Contents

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

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 September 30, 2024 and 2023.

	2025		2024
Net Income/(Loss) before Taxes	$	85,574	$	(102,378	)
Stock Awards		-		137,985
Taxable Net Income	$	85,574	$	35,607

AsFair value of ~~September~~financial ~~30, 2024, and September 30, 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.~~instruments

The ~~table~~carrying ~~below~~amounts ~~shows~~of ~~the~~financial ~~details~~instruments, ofwhich ~~the~~include ~~Net~~cash, ~~Operating~~accounts ~~Loss~~receivable, ~~Carryforward~~accounts payable and ~~Deferred~~accrued ~~Tax~~expense, ~~Assets~~approximate ~~for~~their ~~2024~~fair ~~and~~values ~~2023:~~due to their short-term nature.

	2024			2023
Net Operating Loss Carryforward, January 1	$	3,616,513		$	3,796,573
Taxable Income, January 1 to September 30		146,282			145,584
Net Operating Loss Carryforward, September 30	$	3,470,231		$	3,650,989
Federal Deferred Tax Asset, January 1		759,468			797,280
Federal Tax Expense as of September 30 (21% Tax Rate)		(30,719	)		(30,573	)
Federal Deferred Tax Asset, September 30	$	728,749		$	776,707
State of New Jersey Deferred Tax Asset, January 1		324,678			341,692
State of New Jersey Tax Expense as of September 30 (9% Tax Rate)		(13,165	)		(13,103	)
State of New Jersey Deferred Tax Asset, September 30	$	311,513		$	328,589
Total Deferred Tax Asset, September 30	$	1,040,262		$	1,105,296
Total Tax Expense	$	43,884			43,676

NOTE 3 – COMMITMENTS AND CONTINGENCIES

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

	2024			2023
Net Income/(Loss) before Taxes	$	(91,498	)	$	(30,596	)
Stock Awards		237,780			176,180
Taxable Net Income	$	146,282		$	145,584

Pursuant to Mr. Simpson’s Employment Agreement (“the Agreement”) effective January 1, 2025 Mr. Simpson is paid a salary of $9,500 per month.

~~F-8~~Pursuant ~~Table~~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 ~~Contents~~69 months. At March 31, 2025, the potential liability to EQUATOR Beverage Company was $1,104,000.

~~Fair~~NOTE ~~value~~4 of– ~~financial~~STOCKHOLDERS’ ~~instruments~~EQUITY

The ~~carrying~~Company ~~amounts~~has ofauthorized ~~financial instruments~~20, ~~which include cash~~000,000 ~~accounts~~shares ~~receivable,~~of ~~accounts~~Common ~~payable~~Stock ~~and~~having ~~accrued~~a ~~expense,~~par ~~approximate~~value ~~their~~of ~~fair values due to their short-term nature~~$0.001.

~~NOTE~~F-8 3Table –of ~~COMMITMENTS AND CONTINGENCIES~~Contents

~~Employment~~Restricted ~~Agreement~~Stock Issuances

~~Pursuant~~The totable ~~Mr.~~below ~~Simpson’s~~summarizes ~~Employment Agreement (“~~the ~~Agreement”) dated January 1~~restricted, ~~2024 Mr. Simpson is paid a salary of $9,500 per month and a stock award of 67,000 shares of~~ non-trading, ~~restricted~~stock ~~Common~~awards ~~Stock.~~during ~~The~~the ~~employment~~first ~~agreement~~three ~~expires~~months onof ~~December~~2025 ~~31,~~and ~~2029.~~2024:

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 63 months. At September 30, 2024, the potential liability to EQUATOR Beverage Company was $598,500 and 4,221,000 shares of non-trading, restricted Common Stock.

Restricted, Non-trading Stock Awards
Officers and Directors
January 1 to March 31

2025							2024
	Price		Shares		Amount			Price		Shares		Amount
Q1							Q1
Glenn Simpson	$	-		-	$	-	Glenn Simpson	$	0.70		201,000	$	140,700
Diane Cudia	$	-		-		-	Diane Cudia	$	0.70		37,500		26,250
Total				-	$	-	Total				238,500	$	166,950

~~NOTE~~Stock ~~4 – STOCKHOLDERS’ EQUITY~~Transactions

~~The~~During ~~Company~~the ~~has~~three ~~authorized~~months 20ended March 31,~~000~~ 2025,~~000~~ the Company issued 1,682 shares of ~~Common~~its ~~Stock~~restricted, ~~having~~non-trading acommon ~~par~~shares ~~value~~for ofmarketing $0services.~~001.~~

~~F-9~~During ~~Table~~the quarters ended March 31, 2025 and 2024, the Company did not purchase any shares of ~~Contents~~its common stock from shareholders.

~~Restricted~~NOTE 5 ~~Stock~~– ~~Issuances~~RELATED PARTY TRANSACTIONS

~~The~~Mr. ~~table~~Simpson ~~below~~lent ~~summarizes~~funds to the ~~restricted~~Company for a revolving loan with a principal amount up to $300,000. ~~non-trading~~The ~~stock~~loan ~~awards~~bears ~~during~~a ~~the~~9.25% ~~first~~simple ~~nine~~interest ~~months~~per ofyear. ~~2024~~The principal and ~~2023:~~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.

~~Restricted,~~As ~~Non-trading~~of ~~Stock~~March ~~Awards~~31, ~~Officers~~2025, ~~and~~the ~~Directors~~loan ~~January~~payable 1 to ~~September~~Mr. 30Simpson was $288,000.

2024							2023
	Price		Shares		Amount			Price		Shares		Amount
Q1							Q1
Glenn Simpson	$	0.61		201,000	$	122,610	Glenn Simpson	$	0.06		201,000	$	11,792
-	$	-		-		-	Jeffrey Devlin	$	0.06		37,500		2,200
Diane Cudia	$	-		-		-	Diane Cudia	$	-		-		-
Total				201,000	$	122,610	Total				238,500	$	13,992
Q2							Q2
Glenn Simpson	$	0.42		201,000	$	84,420	Glenn Simpson	$	0.10		201,000	$	22,110
-	$	-		-	$	-	Jeffrey Devlin	$	0.10		37,500	$	4,125
Diane Cudia	$	0.41		75,000	$	30,750	Diane Cudia	$	0.08		75,000	$	6,325
Total				276,000	$	115,170	Total				313,500	$	32,560
Q3							Q3
Glenn Simpson	$	-		-	$	-	Glenn Simpson	$	0.10		201,000	$	94,403
-	$	-		-	$	-	Jeffrey Devlin	$	0.47		37,500	$	17,613
Diane Cudia	$	-		-	$	-	Diane Cudia	$	-		-	$	-
Total		-		-		-	Total				238,500	$	112,016
Grand Total				477,000	$	237,780	Total				790,500	$	158,568

As of March 31, 2024, the loan payable to Mr. Simpson was $360,000.

~~Stock~~F-9 ~~Purchased~~Table ~~for~~of ~~Cancellation~~Contents

~~During~~ITEM ~~the~~2. ~~nine~~MANAGEMENT’S ~~months~~DISCUSSION ~~ended~~AND ~~September~~ANALYSIS ~~30,~~OF ~~2024,~~FINANCIAL ~~the~~CONDITION ~~Company~~AND ~~did~~RESULTS ~~not~~OF ~~purchase any shares of its Common Stock from shareholders.~~ OPERATIONS

~~During~~Our ~~the~~Management’s ~~year~~Discussion ~~ended~~and ~~December~~Analysis ~~31,~~of ~~2023,~~Financial ~~the~~Condition ~~Company~~and ~~purchased~~Results ~~401,269~~of ~~shares~~Operations of(“MD&A”) ~~its~~is ~~Common~~provided ~~Stock~~in ~~from~~addition ~~shareholders~~to atthe aaccompanying ~~cost~~financial statements and notes to assist readers in understanding our results of ~~$51~~operations,~~814~~ financial condition and cash flows. MD&A is organized as follows:

~~NOTE 5~~· –Significant ~~RELATED~~Accounting ~~PARTY~~Policies ~~TRANSACTIONS~~— 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 quarter ended March 31, 2025 to March 31, 2024. · Liquidity and Capital Resources — Analysis of changes in our cash flows, and discussion of our financial condition and potential sources of liquidity.

~~Mr.~~This ~~Simpson~~report ~~lent~~includes ~~funds~~a tonumber ~~the~~of ~~Company~~forward-looking ~~for~~statements athat ~~revolving~~reflect ~~loan~~our current views with arespect ~~principal~~to ~~amount~~future upevents toand ~~$300,000~~financial performance. ~~The~~Forward ~~loan~~looking ~~bears~~statements aare 6%often ~~simple~~identified ~~interest~~by ~~per~~words ~~year.~~like: ~~The~~believe, ~~principal~~expect, estimate, anticipate, intend, project and ~~any~~similar ~~accrued~~expressions, ~~interest~~or ~~are~~words ~~due~~which, ~~and~~by ~~payable~~their nature, refer to future events. You should not place undue certainty on ~~demand~~these forward-looking statements, ~~and~~which ~~the~~apply ~~Company~~only ~~has~~as of the ~~right~~date of this annual report. These forward-looking statements are subject to ~~pay~~certain ~~back~~risks ~~the~~and ~~loan~~uncertainties inthat ~~full~~could orcause ~~make~~actual ~~payments~~results ~~without~~to ~~penalty.~~differ materially from historical results or our predictions.

AsSignificant ofAccounting ~~September 30, 2024, the loan payable to Mr. Simpson was $310,000.~~Policies

AsWe ofhave ~~September~~prepared ~~30,~~our ~~2023~~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 ~~loan~~reported ~~payable~~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 Mrbe reasonable based upon information presently available. ~~Simpson~~These ~~was~~estimates ~~$290~~may change as new events occur,~~000~~ 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.

~~F-10~~All ~~Table~~of our significant accounting policies are discussed in Note 2, Summary of ~~Contents~~Significant Accounting Policies, to our financial statements, included elsewhere in this Annual Report. We have identified the following as our critical 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.

~~ITEM~~We 2.believe ~~MANAGEMENT’S~~the ~~DISCUSSION~~following ~~AND~~critical ~~ANALYSIS~~accounting OFpolicies ~~FINANCIAL~~reflect ~~CONDITION~~our ~~AND~~more ~~RESULTS~~significant OFestimates ~~OPERATIONS~~and assumptions used in the preparation of our financial statements:

~~Our~~Use ~~Management’s~~of ~~Discussion~~Estimates ~~and~~— ~~Analysis~~The offinancial ~~Financial~~statements ~~Condition~~are ~~and~~prepared ~~Results~~in ofconformity ~~Operations~~with accounting principles generally accepted in the United States (“~~MD&A~~GAAP”). Management is ~~provided~~required into ~~addition~~make toestimates ~~the~~and ~~accompanying~~assumptions ~~financial~~that ~~statements~~affect ~~and~~the ~~notes~~reported toamounts ~~assist~~of ~~readers~~assets inand ~~understanding~~liabilities ~~our~~at ~~results~~the date of ~~operations,~~the financial ~~condition~~statements and ~~cash~~the ~~flows~~reported amounts of revenue and expenses during the reporting period. ~~MD&A~~Actual isresults ~~organized~~could asdiffer ~~follows:~~from those estimates.

·Fair ~~Significant~~Value ~~Accounting~~of ~~Policies~~Financial Instruments — ~~Accounting~~Our ~~policies~~short-term ~~that~~financial weinstruments, ~~believe~~including ~~are~~cash, ~~important~~accounts toreceivable, ~~understanding~~accounts ~~the~~payable ~~assumptions~~ and ~~judgments~~other ~~incorporated~~liabilities, inconsist ~~our~~primarily ~~reported~~of ~~financial~~instruments ~~results~~without ~~and~~extended ~~forecasts~~maturities. ·We ~~Results~~believe ofthat ~~Operations — Analysis of our financial results comparing~~ the ~~quarter~~fair ~~ended~~values ~~September 30, 2024 to September 30, 2023. · Liquidity and Capital Resources — Analysis~~ of ~~changes in~~ our ~~cash~~current ~~flows,~~assets and ~~discussion~~current ofliabilities ~~our~~approximate ~~financial~~their ~~condition~~reported ~~and~~carrying ~~potential sources of liquidity~~amounts.

~~This~~3 ~~report~~Table ~~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.Contents

~~Significant~~COMPANY ~~Accounting Policies~~OVERVIEW

WeEQUATOR ~~have~~Beverage ~~prepared~~Company, ~~our~~headquartered ~~financial statements~~ in ~~conformity~~Jersey ~~with~~City, ~~accounting principles generally accepted in the United States~~NJ, ~~which~~is ~~requires~~a ~~management~~Delaware tocorporation ~~make significant judgments and estimates~~ that ~~affect~~specializes ~~the~~in ~~reported~~developing, ~~amounts~~producing, ofdistributing, ~~assets~~ and ~~liabilities~~marketing 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~~beverage ~~occur, as additional information is obtained and as our operating environment changes~~products. 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~~Our ofbeverages ~~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~~been ~~the~~certified ~~following~~Non-GMO asProject ~~our~~Verified ~~critical accounting policies~~ and ~~estimates~~USDA Organic, ~~which are defined as those that are reflective of significant judgments~~ and ~~uncertainties,~~we ~~are~~offer ~~the~~both ~~most~~nonalcoholic ~~pervasive~~ and ~~important~~ ready-to-drink ~~the~~alcoholic ~~presentation~~options. ofIn ~~our~~addition, ~~financial~~we ~~condition~~have ~~and~~a ~~results~~line of ~~operations~~sparkling ~~and~~energy ~~could~~beverages. ~~potentially~~Our ~~result~~beverages incan ~~materially~~be ~~different~~found ~~results~~in ~~under~~North ~~different assumptions~~America, ~~judgments~~the orCaribbean, ~~conditions~~and Bermuda.

We ~~believe~~are ~~the~~committed ~~following~~to ~~critical~~sustainability ~~accounting~~and ~~policies~~use ~~reflect~~100% ~~our~~recyclable, ~~more~~eco-friendly ~~significant~~packaging ~~estimates~~that ~~and~~has ~~assumptions~~a ~~used~~minimal inimpact on the ~~preparation~~environment. ofFurthermore, our ~~financial~~products ~~statements:~~are plant-based, renewable, and eco-friendly.

~~Use~~Coconut ofwater ~~Estimates~~is —nature's ~~The~~super ~~financial~~hydration ~~statements~~drink ~~are~~for ~~prepared~~skin inand ~~conformity~~body. ~~with~~In ~~accounting~~each ~~principles~~11 ~~generally~~oz ~~accepted~~serving, inthere ~~the~~are ~~United~~five ~~States~~essential ~~(“GAAP”)~~electrolytes totaling 1043 mg more than other sports drinks. ~~Management~~It is ~~required~~a tofast ~~make~~rehydration ~~estimates~~recovery ~~and~~drink ~~assumptions~~which ~~that~~performs ~~affect~~faster ~~the~~than ~~reported~~water. ~~amounts~~Coconut ofwater ~~assets~~has natural nutrients for skin and ~~liabilities~~hair atand ~~the~~vitamins ~~date~~B of& ~~the~~C ~~financial~~natural ~~statements~~- not added. Coconut water is plant based and ~~the~~renewable; ~~reported~~great ~~amounts~~for ofvegan, ~~revenue~~kosher, paleo keto and ~~expenses~~low ~~during~~carb ~~the~~diets. ~~reporting~~All ~~period~~this comes with a fresh crisp coconut taste. ~~Actual~~There ~~results~~are ~~could~~no ~~differ~~preservatives ~~from~~in ~~those~~this ~~estimates~~coconut water and it is packaged in an eco-friendly container.

~~Fair~~Results ~~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.Operations

3Three ~~Table~~Months ofEnded ~~Contents~~March 31, 2025 and 2024

~~COMPANY OVERVIEW~~Revenue

~~EQUATOR~~For ~~Beverage~~the quarter ended March 31, 2025, the Company reported revenue of $817,748 ~~headquartered~~an inincrease ~~Jersey~~of ~~City~~$177,095 NJor 28% from revenue of $640,653 isfor athe ~~Delaware~~quarter ~~corporation~~ended ~~that~~March ~~specializes~~31, 2024. The increase in ~~developing,~~revenue ~~producing,~~was ~~distributing,~~due ~~and~~to ~~marketing~~strong ~~new~~demand ~~beverage~~for all products during the first quarter of 2025.

~~Our~~Cost ~~beverages have been certified Non-GMO Project Verified and USDA Organic, and we offer both nonalcoholic and ready-to-drink alcoholic options. In addition, we have a line~~ of ~~sparkling energy beverages. Our beverages can be found in North America, the Caribbean, and Bermuda.~~ Revenue

WeCost ~~are~~of ~~committed~~revenue toincludes ~~sustainability~~finished ~~and~~goods ~~use~~purchase ~~100%~~costs ~~recyclable,~~and ~~eco-friendly~~freight ~~packaging~~in ~~that has a minimal impact on the environment~~costs. ~~Furthermore, our products are plant-based, renewable, and eco-friendly.~~

~~Coconut~~For ~~water~~the isquarter ~~nature's~~ended ~~super~~March ~~hydration~~31, ~~drink~~2025, ~~for~~cost ~~skin~~of ~~and~~revenue ~~body.~~was In$497,005 ~~each~~or 1161% ozof ~~serving~~revenue, ~~there~~an ~~are~~increase ~~five~~of ~~essential~~3 ~~electrolytes~~percentage ~~totaling~~points ~~1043~~from mgthe ~~more~~same ~~than~~period ~~other~~in ~~sports drinks~~2024. ItFor isthe aquarter ~~fast~~ended ~~rehydration~~March ~~recovery~~31, ~~drink~~2024, ~~which~~cost ~~performs~~of ~~faster~~revenue ~~than~~was ~~water.~~$370,070 ~~Coconut~~or ~~water~~58% ~~has~~of ~~natural nutrients for skin and hair and vitamins B & C natural - not added~~revenue. ~~Coconut~~The ~~water~~increase isin ~~plant~~in ~~based~~cost ~~and~~of ~~renewable;~~revenue ~~great~~was ~~for~~primarily ~~vegan,~~due ~~kosher,~~to ~~paleo~~an ~~keto~~increase ~~and~~of ~~low~~33% ~~carb~~in ~~diets.~~ocean ~~All~~freight ~~this~~costs ~~comes~~during ~~with~~the afirst ~~fresh~~quarter ~~crisp~~of ~~coconut~~2025 ~~taste.~~compared ~~There~~to ~~are~~the nosame ~~preservatives~~period in ~~this coconut water and it is packaged in an eco-friendly container~~2024.

~~Results~~Operating ~~of Operations~~Expenses

~~Three~~Operating ~~Months~~expenses ~~Ended~~for ~~September~~the 30quarter ended March 31, 2025 were $231,178 compared to $230,758 for the same period in 2024 excluding restricted, non-trading stock awards issued to officers, directors and ~~2023~~unrelated parties.

~~Revenue~~During the quarter ended March 31, 2025, 1,682 shares of restricted, non-trading common stock were issued to an unrelated party compared to 238,500 shares issued to officers, directors and employees during the same period in 2024.

~~For~~4 ~~the~~Table ~~quarter ended September 30, 2024, the Company reported revenue~~ of $1,061,645 an increase of $385,698 or 57% from revenue of $675,947 for the quarter ended September 30, 2023. The increase in revenue was due to strong demand for all products. There was also a significant gain in shelf space and new points of sale during the third quarter of 2024. Contents

~~Cost~~Liquidity ofand ~~Revenue~~Capital Resources

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

~~For~~As of March 31, 2025, the ~~quarter~~Company ~~ended~~had ~~September~~working 30capital of $421,175 ~~2024~~compared to $290,462 ~~cost~~for ofthe ~~revenue~~same period in 2024. Net cash used in operating activities was $~~704~~70,~~370~~867 orfor ~~66%~~the ofthree ~~revenue,~~months anended ~~increase~~March of31, 122025, ~~percentage~~a ~~points~~$91,374 ~~from~~decrease ~~the~~compared ~~same~~to ~~period~~net cash used in ~~2023.~~operating ~~For~~activities for the ~~quarter~~three months ended ~~September~~March 3031, ~~2023~~2025 of $162,241. ~~cost~~Net ofcash ~~revenue~~provided by financing activities was $~~367~~173,~~262~~000 orfor ~~54%~~the ofthree ~~revenue.~~months ~~The~~ended ~~increase~~March in31, in2025 ~~cost~~compared ofto ~~revenue~~$130,000 ~~was~~net ~~primarily~~cash ~~due~~provided toby ~~higher~~financing ~~ocean~~activities ~~freight~~for ~~costs~~the inthree months ended March 31, 2024. ~~compared~~Net tocash provided by financing activities was used for operations for the ~~same~~three ~~period~~months inended ~~2023.~~March 31, 2025.

~~Operating~~Working ~~Expenses~~Capital Needs

~~Operating~~Our ~~expenses~~working capital requirements increase as revenue grows for our products. During the ~~quarter~~three months ended ~~September~~March 3031, ~~2024~~2025, ~~were~~the Company’s borrowings ranged from $~~281~~99,~~316~~000 ~~compared~~ to $~~229~~292,~~011~~000. The ~~for~~balance of the ~~same~~loan ~~period~~on inMarch ~~2023~~31, ~~excluding~~2025 ~~restricted~~was $288,000. ~~non-trading~~During ~~stock~~the ~~awards~~three ~~issued~~months toended ~~officers~~March ~~and~~31, ~~directors. This~~2024, borrowings ranged from $52230,~~305~~000 orto ~~23%~~$360,000. ~~increase~~Should ~~was~~the ~~primarily~~Company ~~due~~require additional working capital during the next twelve months, it may seek to ~~increased~~raise ~~revenue~~additional offunds. ~~57%~~Financing transactions may include debt securities and obtaining credit facilities.

~~During~~OFF ~~the~~BALANCE ~~quarter~~SHEET ~~ended September 30, 2024, 0 shares of restricted, non-trading common stock were issued to officers and directors compared to 238,500 shares issued during the same period in 2023.~~ ARRANGEMENTS

~~4 Table of Contents~~None

~~Nine~~ITEM ~~Months~~3. ~~Ended~~QUANTITATIVE ~~September~~AND ~~30,~~QUALITATIVE ~~2024~~DISCLOSURE ~~and~~ABOUT ~~2023~~MARKET RISKS

~~Revenue~~None

~~For~~ITEM ~~the nine months ended September 30, 2024, the Company reported revenue of $2,547,620 an increase of $767,561 or 43% from revenue of $1,780,059 for the nine months ended September 30, 2023~~4. ~~The~~CONTROLS ~~increase~~AND ~~in revenue was due to strong demand for all products.~~PROCEDURES

~~Cost~~Disclosure ofControls ~~Revenue~~and Procedures

~~Cost~~Evaluation of ~~revenue~~Disclosure ~~includes~~Controls ~~finished goods purchase costs~~ and ~~freight in costs.~~ Procedures

~~For~~Disclosure ~~the~~controls ~~nine~~and ~~months~~procedures ~~ended~~include, ~~September~~without 30limitation, ~~2024,~~controls ~~cost~~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 ~~revenue~~1934 ~~was~~(the $1“Exchange Act”) is accumulated and communicated to the issuer’s management,~~577~~ including its principal executive and principal financial officers,~~278~~ or ~~62%~~persons ofperforming ~~revenue~~similar functions, anas ~~increase~~appropriate ofto 6allow ~~percentage~~timely ~~points~~decisions ~~from~~regarding required disclosure. It should be noted that the ~~same~~design ~~period~~of any system of controls is based in ~~2023.~~part ~~For~~upon ~~the~~certain ~~nine~~assumptions ~~months~~about ~~ended~~the ~~September~~likelihood ~~30,~~of ~~2023~~future events, ~~cost~~and ofthere ~~revenue~~can ~~was~~be ~~$988,441~~no orassurance ~~56%~~that any design will succeed in achieving its stated goals under all potential future conditions, regardless of ~~revenue.~~how remote.

~~Operating~~5 ~~Expenses~~Table of Contents

~~Operating~~Under ~~expenses~~the ~~during~~supervision and with the ~~nine~~participation ~~months~~of ~~ended~~the ~~September~~Company’s 30senior management, ~~2024~~consisting ~~were~~of ~~$809,144~~the ~~compared~~Company’s toprincipal ~~$636~~executive and financial officer and the Company’s principal accounting officer,~~042~~ ~~for~~the Company conducted an evaluation of the ~~same~~effectiveness ~~period~~of inthe ~~2023~~design ~~excluding~~and ~~restricted~~operation of its disclosure controls and procedures, ~~non~~as defined in Rules 13a-~~trading~~15€ ~~stock~~and ~~awards~~15d-15(e) ~~issued~~under tothe ~~officers~~Exchange ~~and~~Act ~~directors~~as of the end of the period covered by this report (the “Evaluation Date”). ~~This~~ ~~$173~~Based on this evaluation,~~102~~ orthe ~~27%~~Company’s ~~increase~~principal ~~was~~executive ~~primarily~~and ~~due~~financial toofficer ~~increased~~concluded, ~~revenue~~as of ~~43%~~the Evaluation Date, that the Company’s disclosure controls and procedures were effective.

~~During~~Management’s ~~the~~Annual ~~nine~~Report ~~months~~on ~~ended~~Internal ~~September~~Control ~~30,~~over ~~2024,~~Financial 477,000 shares of restricted, non-trading common stock were issued to officers and directors compared to 790,500 shares issued during the same period in 2023. For the nine months ended September 30, 2024, the implied cost of the restricted, non-trading common shares was $0.50 per share compared to $0.20 per share for the same period in 2023. The increase was due to a higher stock price of the publicly traded shares in 2024. Reporting

~~Liquidity~~The management of EQUATOR Beverage Company is responsible for establishing and ~~Capital~~maintaining ~~Resources~~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.

~~Liquidity~~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 ofpreviously ~~September 30~~reported, ~~2024,~~ the Company ~~had~~does ~~working~~not ~~capital~~have ofan ~~$414,521~~audit ~~compared~~committee toand ~~$235,836~~is ~~for~~not ~~the~~currently ~~same~~obligated ~~period~~to inhave ~~2023~~one. ~~Net~~Management ~~cash~~does ~~used~~not inbelieve ~~operating~~that ~~activities was $135,861 for~~ the ~~nine~~lack ~~months~~of ~~ended~~an ~~September~~audit ~~30,~~committee ~~2024,~~is a ~~$148,455~~material ~~decrease compared to net cash provided by operating activities for the nine months ended September 30, 2023 of $12,594~~weakness. Net cash provided by financing activities was $80,000 for the nine months ended September 30, 2024 compared to $23,002 net cash used in financing activities for the nine months ended September 30, 2023. Net cash provided by financing activities was used for operations for the nine months ended September 30, 2024.

~~Working~~Changes ~~Capital~~in ~~Needs~~Internal Control over Financial Reporting

~~Our~~There ~~working~~was ~~capital~~no ~~requirements~~change ~~increase~~in asour ~~revenue~~internal ~~grows~~controls ~~for~~over ~~our~~financial ~~products.~~reporting ~~During~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2024,~~2025 ~~the~~that ~~Company~~have ~~had~~materially ~~net borrowings of $310~~affected,~~000.~~ ~~During~~or ~~the~~are ~~first~~reasonably ~~nine~~likely ~~months~~to ofmaterially ~~2023~~affect, ~~net~~our ~~borrowings~~internal ~~were~~controls ~~$240,000. Should~~over ~~the~~financial ~~Company require additional working capital during the next twelve months, it may seek to raise additional funds~~reporting. ~~Financing transactions may include debt securities and obtaining credit facilities.~~

56 Table of Contents

~~OFF~~PART ~~BALANCE~~II ~~SHEET~~– ~~ARRANGEMENTS~~OTHER INFORMATION

~~None~~ITEM 1. LEGAL PROCEEDINGS

~~ITEM~~We 3are 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. ~~QUANTITATIVE~~We ~~AND~~could ~~QUALITATIVE~~from ~~DISCLOSURE~~time ~~ABOUT~~to ~~MARKET~~time ~~RISKS~~become a party to various legal or administrative proceedings arising in the course of our business.

~~None~~ITEM 1A. RISK FACTORS

~~ITEM~~In 4addition 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. ~~CONTROLS~~The ~~AND~~risks ~~PROCEDURES~~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.

~~Disclosure~~RISKS ~~Controls~~RELATED ~~and~~TO ~~Procedures~~OUR OPERATIONS

~~Evaluation~~Unfavorable ofgeneral ~~Disclosure~~economic ~~Controls~~ and ~~Procedures~~geopolitical conditions could negatively impact our financial results.

~~Disclosure~~Our ~~controls~~business, operating results, financial condition and ~~procedures~~liquidity ~~include~~may be adversely affected by changes in global economic conditions, ~~without~~including ~~limitation~~inflation, ~~controls~~credit market conditions, increased unemployment, levels of consumer and ~~procedures~~business ~~designed~~confidence, tocommodity ~~ensure~~(including ~~that~~energy) ~~information~~prices ~~required~~and tosupply, bea ~~disclosed~~recession byor aneconomic ~~issuer~~slowdown, intrade ~~the~~policies, ~~reports~~foreign ~~that~~currency itexchange ~~files~~rates, orchanging ~~submits~~policy ~~under~~positions ~~the~~or ~~Exchange~~priorities, ~~Act~~levels of ~~1934~~government ~~(the~~spending ~~“Exchange~~and ~~Act”)~~deficits, isand ~~accumulated~~actual ~~and~~or ~~communicated~~anticipated todefault on sovereign debt. Many of the ~~issuer’s~~locations ~~management,~~in ~~including~~which ~~its~~our ~~principal~~products ~~executive~~are sold have experienced, and ~~principal~~could ~~financial~~continue ~~officers~~to experience, orunfavorable ~~persons~~changes ~~performing~~in ~~similar~~economic ~~functions~~conditions, aswhich ~~appropriate~~could tonegatively ~~allow~~affect ~~timely~~the ~~decisions~~affordability ~~regarding~~of, ~~required~~and ~~disclosure.~~consumer Itdemand ~~should~~for, beour ~~noted~~beverages. ~~that~~Under ~~the~~difficult ~~design~~economic ofconditions, ~~any~~consumers ~~system~~may ofseek ~~controls~~to isreduce ~~based~~discretionary inspending ~~part~~by ~~upon~~forgoing ~~certain~~purchases ~~assumptions~~of ~~about~~our ~~the~~products ~~likelihood~~or ofby ~~future~~shifting ~~events,~~away ~~and~~from ~~there~~our ~~can~~beverages beto nolower-priced ~~assurance~~products ~~that~~offered ~~any~~by ~~design~~other ~~will~~companies, ~~succeed~~including inprivate-label ~~achieving~~brands, ~~its~~which ~~stated~~could ~~goals~~reduce ~~under~~our ~~all~~profitability ~~potential~~and ~~future~~negatively ~~conditions,~~affect ~~regardless~~our ofoverall ~~how~~financial ~~remote~~performance.

~~Under~~Other ~~the~~financial ~~supervision~~uncertainties ~~and~~in ~~with~~our ~~the~~major ~~participation~~markets ~~of the Company’s senior management, consisting of the Company’s principal executive~~ and ~~financial~~unstable ~~officer~~geopolitical ~~and~~conditions ~~the~~or ~~Company’s~~events ~~principal~~in ~~accounting~~certain ~~officer~~markets, ~~the~~including ~~Company~~civil ~~conducted~~unrest, anacts ~~evaluation~~ of ~~the~~war, ~~effectiveness~~terrorism ofor ~~the~~governmental ~~design and operation of its disclosure controls and procedures~~changes, asor ~~defined~~changes in ~~Rules~~international ~~13a-15€~~relations ~~and~~could ~~15d-15(e)~~undermine ~~under~~global ~~the~~consumer ~~Exchange~~confidence ~~Act~~and asreduce ~~of the end of the period covered by this report (the “Evaluation Date”). Based on this evaluation, the Company~~consumers’s ~~principal~~purchasing ~~executive and financial officer concluded~~power, asthereby ofreducing ~~the~~demand ~~Evaluation~~for ~~Date,~~our ~~that the Company’s disclosure controls and procedures were effective~~products.

~~Management’s~~Increased ~~Annual~~competition ~~Report~~could onhurt ~~Internal~~our ~~Control over Financial Reporting~~business.

~~The~~We ~~management~~operate ofin ~~EQUATOR~~a ~~Beverage~~highly ~~Company~~competitive iscommercial ~~responsible~~beverage ~~for~~industry. ~~establishing~~Our ~~and~~ability ~~maintaining~~to anmaintain ~~adequate~~or ~~system~~gain share of ~~internal~~sales ~~control~~may ~~over~~be ~~financial~~limited ~~reporting~~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 ~~defined~~may be necessary in ~~Rule~~response ~~13a-15(f))~~to ~~under~~commodity ~~the~~and ~~Exchange~~other ~~Act~~cost increases. ~~Our~~Such ~~internal~~pressures ~~control~~may ~~over~~also ~~financial~~increase ~~reporting~~marketing iscosts aalong ~~process~~with ~~designed~~in-store toplacement, ~~provide~~slotting ~~reasonable~~and ~~assurance~~other ~~regarding~~marketing fees. In addition, the ~~reliability~~rapid growth of ~~financial~~e‑commerce ~~reporting~~may create additional consumer price deflation by, among other things, facilitating comparison shopping, and could potentially threaten the ~~preparation~~value of ~~financial~~some ~~statements~~of ~~for~~our ~~external~~legacy ~~purposes~~route-to-market ofstrategies ~~accounting~~and ~~principles~~thus ~~generally~~negatively ~~accepted~~affect inrevenues. ~~the~~If ~~United~~we ~~States.~~do ~~Because~~not ofcontinuously ~~its~~strengthen ~~inherent~~our ~~limitations~~capabilities in marketing and innovation to maintain consumer interest, ~~internal~~brand ~~control~~loyalty ~~over~~and ~~financial~~market ~~reporting~~share ~~may~~while ~~not~~strategically ~~prevent~~expanding orinto ~~detect~~other ~~misstatements~~profitable categories of the commercial beverage industry, our business could be negatively affected.

~~Therefore,~~If ~~even~~we ~~those~~are ~~systems~~not ~~determined~~successful 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~~innovation ~~concluded that~~activities, ~~during the period covered by this annual report,~~ our ~~internal controls over~~ financial ~~reporting~~results ~~were~~may ~~not~~be ~~operating~~negatively ~~effectively~~affected.

AsAchieving ~~previously~~our ~~reported,~~business ~~the~~growth ~~Company~~objectives ~~does~~depends ~~not~~in ~~have~~part anon ~~audit~~our ~~committee~~ability to evolve and isimprove ~~not~~our ~~currently~~existing ~~obligated~~beverage products through innovation and to ~~have~~successfully ~~one~~develop, introduce and market new beverage products. ~~Management~~The ~~does~~success ~~not~~of ~~believe~~our ~~that~~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 ~~lack~~intellectual property rights of anothers. ~~audit~~If ~~committee~~we isare not successful in our innovation activities, we may not be able to achieve our growth objectives, which may have a ~~material~~negative ~~weakness~~impact on our financial results.

~~Changes~~7 inTable ~~Internal~~of ~~Control over Financial Reporting~~Contents

~~There~~Changes ~~was no change~~ in ~~our~~the ~~internal~~retail ~~controls~~landscape ~~over~~or ~~financial reporting during~~ the ~~nine~~loss ~~months~~of ~~ended~~key ~~September~~retail ~~30, 2024 that have materially affected,~~ or ~~are~~foodservice ~~reasonably~~customers ~~likely~~could toadversely ~~materially~~ affect, our ~~internal controls over~~ financial ~~reporting~~results.

6Our ~~Table~~industry is being affected by the trend toward consolidation in, and the blurring of ~~Contents~~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.

~~PART~~If IIwe –do ~~OTHER~~not ~~INFORMATION~~successfully manage the potential negative consequences of our productivity initiatives, our business operations could be adversely affected.

~~ITEM~~We 1believe 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. ~~LEGAL~~Consequently, ~~PROCEEDINGS~~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.

WeDisruption ~~are not a party to any legal or administrative proceedings and are not aware~~ of ~~any~~our ~~pending~~supply orchain, ~~threatened~~including ~~legal~~increased orcommodity, ~~administrative~~raw ~~proceedings against the Company in all~~ material, ~~aspects.~~packaging, Weenergy, ~~could~~transportation ~~from~~and ~~time~~other toinput ~~time~~costs ~~become~~may aadversely ~~party~~affect toour ~~various~~financial ~~legal~~condition or ~~administrative~~results ~~proceedings arising in the course~~ of ~~our business~~operations.

~~ITEM~~We 1Ahave experienced, and could continue to experience, disruptions in our supply chain. ~~RISK~~In ~~FACTORS~~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.

InThe ~~addition~~raw tomaterials ~~the~~and other ~~information~~supplies, ~~set~~including ~~forth~~ingredients, inagricultural ~~this~~commodities, ~~report~~energy, ~~you~~fuel, ~~should~~packaging ~~consider~~materials, ~~the~~transportation, ~~following~~labor ~~factors,~~and ~~which~~other ~~could~~supply ~~materially~~chain ~~affect~~inputs that we use for the production and distribution of our ~~business~~products, ~~financial~~are ~~condition~~subject orto ~~results~~price ofvolatility ~~operations~~and fluctuations in ~~future~~availability ~~periods~~caused by many factors. ~~The~~These ~~risks~~factors ~~described~~include ~~below~~changes ~~are~~in ~~not~~supply ~~the~~and ~~only~~demand; ~~risks~~supplier ~~facing~~capacity constraints; a deterioration of our ~~Company.~~or ~~Additional~~our ~~risks~~bottling ~~not~~partners’ ~~currently~~relationships ~~known~~with tosuppliers; usinflation; weather conditions (including the effects of climate change); wildfires and other natural disasters; disease or ~~that~~pests we(including ~~currently~~the ~~deem~~impact toof becitrus ~~immaterial~~greening ~~also~~disease ~~may~~on ~~materially~~the ~~adversely~~citrus ~~affect~~industry); ~~our~~agricultural ~~business~~uncertainty; health epidemics, ~~financial~~pandemics ~~condition~~or other contagious outbreaks; labor shortages, strikes or ~~results~~work stoppages; changes in or the enactment of ~~operations~~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 ~~future~~foreign ~~periods~~currency exchange rates.

~~RISKS~~8 ~~RELATED~~Table TOof ~~OUR OPERATIONS~~Contents

~~Unfavorable~~Our ~~general~~attempts ~~economic~~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 ~~geopolitical~~may ~~conditions~~increasingly ~~could~~purchase ~~negatively~~lower-priced ~~impact~~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.

~~Our~~If ~~business,~~our ~~operating~~third-party ~~results,~~service ~~financial~~providers ~~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,~~partners ~~commodity~~do ~~(including~~not ~~energy)~~satisfactorily ~~prices~~fulfill ~~and~~their ~~supply,~~commitments ~~a recession or economic slowdown, trade policies, foreign currency exchange rates, changing policy positions or priorities, levels of government spending~~ and ~~deficits~~responsibilities, ~~and actual or anticipated default on sovereign debt. Many of the locations in which~~ our ~~products~~financial ~~are~~results ~~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~~suffer. 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~~In ~~financial~~the ~~uncertainties~~conduct inof our ~~major~~business, ~~markets~~we rely on relationships with third parties, including suppliers, distributors, contractors, and ~~unstable~~other ~~geopolitical~~external ~~conditions~~business orpartners, ~~events~~for certain services in ~~certain~~support ~~markets~~of key portions of our operations. These third parties are subject to similar risks as we are relating to cybersecurity, ~~including~~privacy ~~civil~~violations, ~~unrest~~business interruption, ~~acts~~and ofsystems ~~war~~and employee failures, ~~terrorism~~and orare ~~governmental~~subject ~~changes~~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 ~~changes~~applicable laws. In addition, while we have procedures in ~~international~~place ~~relations~~for ~~could~~assessing ~~undermine~~risk ~~global~~along ~~consumer~~with ~~confidence~~selecting, managing and ~~reduce~~monitoring ~~consumers’~~our ~~purchasing~~relationships ~~power~~with third-party service providers and other business partners, ~~thereby~~we ~~reducing~~do ~~demand~~not ~~for~~have control over their business operations or governance and compliance systems, practices and procedures, which increases our ~~products~~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.

~~Increased~~RISKS ~~competition~~RELATED ~~could~~TO ~~hurt~~CONSUMER ~~our~~DEMAND ~~business.~~FOR OUR PRODUCTS

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~~address ~~strengthen~~evolving ~~our capabilities in marketing and innovation to maintain~~ consumer ~~interest,~~product ~~brand loyalty~~ and ~~market~~shopping ~~share while strategically expanding into other profitable categories of the commercial beverage industry~~preferences, our business could ~~be negatively affected~~suffer.

IfConsumer 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 ~~successful~~successfully anticipate and prepare for future changes in ~~our~~such ~~innovation~~preferences, ~~activities~~or are ineffective or slow in developing and implementing appropriate digital transformation initiatives, our share of sales, revenue growth and overall financial results ~~may~~could be negatively affected.

~~Achieving~~9 ~~our~~Table 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.Contents

7RISKS ~~Table~~RELATED ofTO ~~Contents~~REGULATORY AND LEGAL MATTERS

Changes in ~~the~~laws ~~retail~~and ~~landscape~~regulations orrelating ~~the~~to ~~loss~~beverage ofcontainers ~~key~~and ~~retail~~packaging orcould ~~foodservice~~increase ~~customers~~our ~~could~~costs ~~adversely~~and ~~affect~~reduce ~~our~~demand ~~financial~~for ~~results~~our products.

~~Our~~We ~~industry~~offer isnonrefillable ~~being~~containers ~~affected by the trend toward consolidation~~ in, ~~and~~ the ~~blurring of the lines between, retail channels in the~~ United States. ~~Retailers~~Legal ~~may~~requirements ~~seek~~have ~~lower~~been ~~prices~~enacted ~~from~~in ~~us,~~various ~~may~~jurisdictions ~~demand~~requiring ~~increased~~that ~~marketing~~deposits or ~~promotional~~certain ~~expenditures~~ecotaxes inor ~~support~~fees ~~of their businesses, and may~~ be ~~more~~charged ~~likely~~in toconnection ~~use~~with ~~their~~the ~~distribution~~sale, ~~networks~~marketing ~~to introduce~~ and ~~develop~~use ~~private-label~~of ~~brands,~~certain ~~any~~beverage ofcontainers. ~~which~~Other ~~could~~proposals ~~negatively~~relating ~~affect~~to ~~the~~beverage ~~Company’s~~container ~~profitability.~~deposits, Inrecycling, ~~addition~~recycling content, intethered ~~developed~~bottle ~~markets~~caps, ~~discounters~~ecotax and/or ~~value~~product ~~stores~~stewardship, ~~are~~or ~~growing~~prohibitions aton acertain ~~rapid~~types ~~pace,~~of ~~while~~plastic inproducts, ~~emerging~~packages and ~~developing~~cups ~~markets,~~(including ~~modern~~packaging ~~trade~~containing isPFAS) ~~growing~~have atbeen aintroduced ~~faster~~and/or ~~pace~~adopted ~~than~~in ~~traditional~~various ~~trade~~jurisdictions, ~~outlets.~~and ~~Our~~we ~~industry~~anticipate isthat ~~also~~similar ~~being~~legislation ~~affected~~or byregulations ~~the~~may ~~rapid~~be ~~growth~~proposed in ~~sales~~the ~~through~~future ~~e-commerce~~at ~~retailers~~federal, ~~e-commerce~~state ~~websites, mobile commerce applications~~ and ~~subscription~~local ~~services~~levels, ~~which~~both ~~may result~~ in athe ~~shift~~United ~~away~~States ~~from~~and ~~physical retail operations to digital channels~~elsewhere. AsConsumers’ weincreased ~~build~~concerns ~~e-commerce~~and ~~capabilities,~~changing weattitudes ~~may~~about ~~not~~solid bewaste ~~able~~streams ~~to develop~~ and ~~maintain~~environmental ~~successful~~responsibility ~~relationships with existing~~ and ~~new~~the ~~e-commerce~~related ~~retailers~~publicity ~~without~~could ~~experiencing~~result ain ~~deterioration~~the adoption of ~~our~~additional ~~relationships~~such ~~with~~legislation ~~key~~or ~~customers~~regulations ~~operating~~in ~~physical~~the ~~retail channels~~future. If wethese ~~are~~types ~~unable to successfully adapt to the rapidly changing retail landscape, including the rapid growth in digital commerce, our share~~ of ~~sales,~~requirements ~~volume~~are ~~growth~~adopted and ~~overall~~implemented ~~financial~~on ~~results~~a ~~could~~large ~~be negatively affected. In addition~~scale, ~~our~~they ~~success~~could ~~depends~~affect ~~in part on~~ our ~~ability~~costs ~~to maintain good relationships with key retail and foodservice customers. The loss of one~~ or ~~more~~require ofchanges in our ~~key~~distribution ~~retail~~model, orwhich ~~foodservice customers~~ could ~~have~~reduce anour ~~adverse~~net ~~effect~~operating onrevenues ~~our~~and ~~financial performance~~profitability.

IfSignificant weadditional dolabeling ~~not~~or ~~successfully~~warning ~~manage~~requirements ~~the~~or ~~potential~~limitations ~~negative~~on ~~consequences~~the ofmarketing ~~our~~or ~~productivity~~sale ~~initiatives,~~of our ~~business~~products ~~operations~~may ~~could~~inhibit besales ~~adversely~~of affected products.

WeVarious ~~believe~~jurisdictions ~~that~~have ~~improved~~adopted ~~productivity~~and ismay ~~essential~~seek to ~~achieving~~adopt ~~our~~significant ~~long-term~~additional ~~growth~~product ~~objectives~~labeling ~~and,~~or ~~therefore,~~warning arequirements ~~leading~~or ~~priority~~limitations ofon ~~our Company is to design and implement~~ the ~~most~~marketing ~~effective~~or ~~and~~sale ~~efficient~~of ~~business model possible. Consequently, we continuously search for productivity opportunities in~~ our ~~business.~~products ~~Some~~because of ~~the~~what ~~actions~~they wecontain ~~may~~or ~~take~~allegations ~~from~~that ~~time~~they ~~to time in pursuing these opportunities may become a distraction for our employees and may disrupt our ongoing business operations;~~ cause ~~deterioration~~adverse inhealth ~~employee~~effects. ~~morale,~~If ~~which~~these ~~may~~types ~~make~~of itrequirements ~~more~~become ~~difficult~~applicable ~~for us~~ to ~~retain~~one or ~~attract~~more ~~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~~products ~~reputation.~~under Ifcurrent weor ~~are~~future ~~unable~~environmental toor ~~successfully~~health ~~manage~~laws ~~the~~or ~~potential negative consequences of our productivity initiatives~~regulations, ~~our~~they ~~business~~may ~~operations~~inhibit ~~could~~sales beof ~~adversely~~such ~~affected~~products.

~~Disruption~~For ofexample, ~~our~~under ~~supply~~one ~~chain~~such law in California, ~~including~~known ~~increased~~as ~~commodity~~Proposition 65, ~~raw~~if ~~material~~the state has determined that a substance causes cancer or harms human reproduction or development, ~~packaging~~a warning must be provided for any product sold in the state that exposes consumers to that substance, ~~energy~~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, ~~transportation~~the resulting consumer reaction to the warnings and ~~other~~potential ~~input~~adverse ~~costs~~publicity ~~may~~could ~~adversely~~negatively affect our ~~financial~~sales ~~condition~~both orin ~~results~~California ofand ~~operations~~in other markets.

WeLitigation ~~have~~or ~~experienced,~~legal ~~and~~proceedings could ~~continue~~expose tous 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~~liabilities ~~to the manufacturing or sourcing of products or materials could increase our costs~~ and ~~interrupt~~damage ~~product supply, which could adversely impact~~ our ~~business~~reputation.

~~The~~We ~~raw~~are ~~materials~~party ~~and~~to ~~other~~various ~~supplies,~~litigation ~~including~~claims ~~ingredients,~~and ~~agricultural~~legal ~~commodities,~~proceedings ~~energy,~~in ~~fuel,~~the ~~packaging~~ordinary ~~materials~~course of business, ~~transportation~~including, ~~labor~~but ~~and~~not ~~other~~limited ~~supply~~to, ~~chain~~those ~~inputs~~arising ~~that~~out weof ~~use~~our ~~for~~advertising ~~the production~~ and ~~distribution~~marketing ~~of our products~~practices, ~~are~~product ~~subject~~claims ~~to price volatility~~ and ~~fluctuations~~labels, incompetition, ~~availability~~distribution ~~caused~~and bypricing, ~~many~~intellectual ~~factors.~~property ~~These~~and ~~factors~~commercial ~~include~~disputes, ~~changes~~tax indisputes, ~~supply~~ and ~~demand;~~environmental ~~supplier~~and ~~capacity~~employment ~~constraints;~~matters. aWe ~~deterioration~~evaluate ofthese ~~our~~litigation orclaims ~~our~~and ~~bottling~~legal ~~partners’~~proceedings ~~relationships~~to ~~with~~assess ~~suppliers; inflation; weather conditions (including~~ the ~~effects~~likelihood of ~~climate~~unfavorable ~~change);~~outcomes ~~wildfires~~ and ~~other~~to ~~natural~~estimate, ~~disasters;~~if ~~disease~~possible, ~~or pests (including~~ the ~~impact~~amount of ~~citrus~~potential ~~greening~~losses. ~~disease~~Based on ~~the~~these ~~citrus~~assessments ~~industry);~~and ~~agricultural uncertainty; health epidemics~~estimates, ~~pandemics~~we orestablish ~~other~~reserves ~~contagious outbreaks; labor shortages, strikes~~ and/or ~~work~~disclose ~~stoppages; changes in or~~ the ~~enactment~~relevant oflitigation ~~new~~claims ~~laws and regulations; governmental actions~~ or ~~controls~~legal ~~(including import/export restrictions~~proceedings, ~~such~~ as ~~new~~appropriate. orThese ~~increased~~assessments ~~tariffs,~~and ~~sanctions,~~estimates ~~quotas~~are orbased ~~trade~~on ~~barriers);~~the ~~port~~information ~~congestion~~available orto ~~delays;~~management ~~transport~~at ~~capacity~~the ~~constraints;~~time ~~cybersecurity~~and ~~incidents~~involve ora ~~other~~significant ~~disruptions;~~amount ~~political~~of ~~uncertainties;~~management ~~acts~~judgment. ofActual ~~terrorism;~~outcomes ~~governmental~~or ~~instability;~~losses ormay ~~fluctuations~~differ inmaterially ~~foreign~~from ~~currency~~our ~~exchange~~current ~~rates.~~assessments and estimates.

8We ~~Table~~conduct ofbusiness ~~Contents~~in markets with high-risk legal compliance environments, which exposes us to increased legal and reputational risk.

~~Our~~We ~~attempts~~have tobottling ~~offset~~and ~~these~~other ~~cost~~business ~~pressures,~~operations ~~such~~in asmarkets ~~through~~with ~~price~~high-risk ~~increases~~legal ofcompliance ~~some~~environments. ofOur ~~our~~policies ~~products,~~and ~~may~~procedures ~~not~~require bestrict ~~successful.~~compliance ~~Higher~~by ~~product~~our ~~prices~~employees ~~may~~and ~~result~~agents inwith ~~reductions~~all inUnited ~~sales~~States ~~volume.~~and ~~Consumers~~local ~~may~~laws beand ~~less~~regulations ~~willing~~and consent orders applicable to ~~pay~~our abusiness ~~price~~operations, ~~differential~~including ~~for~~those ~~our~~prohibiting ~~branded~~improper ~~products~~payments ~~and~~to ~~may~~government ~~increasingly~~officials. ~~purchase~~Nonetheless, ~~lower-priced~~our ~~offerings~~policies, orprocedures ~~may~~and ~~forgo~~related ~~some~~training ~~purchases~~programs ~~altogether.~~may Tonot ~~the~~always ~~extent~~ensure ~~that~~full ~~price~~compliance ~~increases~~by ~~are~~our ~~not~~employees ~~sufficient~~and toagents ~~offset~~with ~~higher~~all ~~costs~~applicable ~~adequately~~legal orrequirements. inImproper aconduct ~~timely~~by ~~manner,~~our ~~and/~~employees or ifagents ~~they~~could ~~result~~damage inour ~~significant~~reputation ~~decreases~~ in ~~sales~~the ~~volume,~~United ~~our~~States ~~financial~~and ~~condition~~internationally or ~~results~~lead ofto ~~operations~~litigation ~~may~~or belegal ~~adversely~~proceedings ~~affected.~~that ~~Furthermore,~~could weresult ~~may~~in ~~not~~civil beor ~~able~~criminal topenalties, ~~offset~~including ~~cost~~substantial ~~increases~~monetary ~~through~~fines ~~productivity~~as ~~initiatives~~well oras ~~through~~disgorgement ~~our~~of ~~commodity hedging activity~~profits.

IfFailure ~~our~~to ~~third-party~~adequately ~~service~~protect, ~~providers~~or ~~and~~disputes ~~business~~relating ~~partners~~to, dotrademarks, ~~not~~formulas ~~satisfactorily fulfill their commitments~~ and ~~responsibilities,~~other ~~our~~intellectual ~~financial~~property ~~results~~rights could ~~suffer~~harm our business.

InOur ~~the conduct of our business~~trademarks, weformulas ~~rely on relationships with third parties, including suppliers, distributors, contractors,~~ and other ~~external~~intellectual ~~business~~property ~~partners,~~rights ~~for~~are ~~certain~~essential ~~services~~to inthe ~~support~~success of ~~key portions of~~ our ~~operations~~business. ~~These~~We ~~third~~cannot ~~parties~~be ~~are~~certain ~~subject~~that tothe ~~similar~~legal ~~risks~~steps as we are ~~relating~~taking toare ~~cybersecurity,~~sufficient ~~privacy~~to ~~violations,~~protect ~~business~~our ~~interruption,~~intellectual ~~and~~property ~~systems~~rights ~~and~~or ~~employee failures~~that, ~~and~~notwithstanding ~~are subject to~~ legal protection, ~~regulatory~~others ~~and~~do ~~market~~not ~~risks~~or ofwill ~~their~~not ~~own.~~infringe ~~Our~~or ~~third-party~~misappropriate ~~service~~our ~~providers~~intellectual ~~and~~property ~~business~~rights. ~~partners~~If ~~may~~we ~~not~~fail ~~fulfill~~to ~~their~~adequately ~~respective~~protect ~~commitments~~our ~~and~~intellectual ~~responsibilities~~property inrights, aor ~~timely~~if ~~manner~~changes ~~and~~ in ~~accordance~~laws ~~with~~diminish ~~the agreed-upon terms~~ or ~~applicable~~remove ~~laws.~~the Incurrent ~~addition,~~legal ~~while~~protections weavailable ~~have~~to ~~procedures~~them, inthe ~~place~~competitiveness ~~for~~of ~~assessing~~our ~~risk~~products ~~along~~may ~~with~~be ~~selecting,~~eroded ~~managing~~ and ~~monitoring~~ our ~~relationships~~business ~~with~~could ~~third-party~~suffer. ~~service~~In ~~providers and other business partners~~addition, we docould ~~not~~come ~~have~~into ~~control~~conflict ~~over~~with ~~their~~third ~~business~~parties ~~operations~~over orintellectual ~~governance~~property ~~and compliance systems~~rights, ~~practices and procedures,~~ which ~~increases~~could ~~our~~result ~~financial,~~in ~~legal,~~disruptive ~~reputational~~ and ~~operational~~expensive ~~risk~~litigation. IfAny weof ~~are~~the ~~unable~~foregoing tocould ~~effectively~~harm ~~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~~10 ~~RELATED~~Table TOof ~~CONSUMER DEMAND FOR OUR PRODUCTS~~Contents

IfRISKS weRELATED doTO ~~not address evolving consumer product and shopping preferences~~FINANCE, ~~our~~ACCOUNTING ~~business~~AND ~~could suffer.~~INVESTMENTS

~~Consumer~~If ~~product~~we ~~preferences~~are ~~have~~unable ~~evolved and continue~~ to ~~evolve~~achieve 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~~overall ~~or packaging, including due to the results of third~~long-~~party~~term ~~studies~~growth (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 environmentalobjectives, ~~social and sustainability impact of ingredient sources and~~ the ~~product~~value ~~manufacturing process; consumer emphasis on transparency related to ingredients we use in our products and collection and recyclability~~ of, ~~and~~an ~~amount~~investment ~~of recycled content contained~~ in, our ~~packaging~~Company 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.

9We ~~Table~~have established and publicly announced certain long-term growth objectives. These objectives are based on, among other things, our evaluation of ~~Contents~~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 ~~REGULATORY~~INFORMATION TECHNOLOGY AND ~~LEGAL~~DATA ~~MATTERS~~PRIVACY

~~Changes~~If inwe ~~laws~~are ~~and~~unable ~~regulations~~to ~~relating~~protect toour ~~beverage~~information ~~containers~~systems ~~and~~against ~~packaging~~service ~~could~~interruption, ~~increase~~misappropriation of data or cybersecurity incidents, our ~~costs~~operations ~~and~~could ~~reduce~~be ~~demand~~disrupted, ~~for~~we may suffer financial losses and our ~~products~~reputation may be damaged.

We ~~offer~~rely ~~nonrefillable~~on ~~containers~~networks inand information systems and other technology (“information systems”), including the ~~United~~Internet ~~States.~~and ~~Legal~~third-party ~~requirements~~hosted ~~have~~services, ~~been~~to ~~enacted~~support ina ~~various~~variety ~~jurisdictions~~of ~~requiring~~business ~~that~~processes ~~deposits~~and oractivities, ~~certain~~including ~~ecotaxes~~procurement orand ~~fees~~supply bechain, ~~charged~~manufacturing, indistribution, ~~connection~~invoicing ~~with~~and ~~the~~collection ~~sale~~of payments, employee processes, consumer marketing, mergers and acquisitions, and research and development. We use information systems to process financial information and results of ~~certain~~operations ~~beverage~~for ~~containers~~internal reporting purposes and to comply with regulatory financial reporting and legal and tax requirements. ~~Other~~In ~~proposals~~addition, ~~relating~~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 ~~beverage~~many ~~container~~of ~~deposits~~the Company’s operating activities, ~~recycling~~our business may be impacted by system shutdowns, ~~recycling~~service ~~content~~disruptions or cybersecurity incidents. These incidents may be caused by failures during routine operations, ~~tethered~~such ~~bottle~~as ~~caps~~system upgrades, ~~ecotax~~or ~~and/~~by user errors, as well as network or ~~product~~hardware ~~stewardship~~failures, malicious or ~~prohibitions~~disruptive onsoftware, ~~certain~~unintentional ~~types~~or malicious actions of ~~plastic~~employees ~~products~~or contractors, ~~packages~~cyberattacks ~~and~~by ~~cups~~hackers, criminal groups or nation-state organizations (~~including~~which ~~packaging~~may ~~containing~~include ~~PFAS~~social engineering, business email compromise, cyber extortion, denial of service, or attempts to exploit vulnerabilities), ~~have~~geopolitical ~~been~~events, ~~introduced~~natural ~~and/~~disasters, failures or ~~adopted~~impairments of telecommunications networks, or other catastrophic events. In addition, such cybersecurity incidents could result in ~~various~~unauthorized ~~jurisdictions~~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 ~~anticipate~~could ~~that~~experience ~~similar~~delays ~~legislation~~in orreporting ~~regulations~~our financial results, and we may belose ~~proposed~~revenue inand ~~the~~profits ~~future~~as ata ~~federal~~result of our inability to timely manufacture, ~~state~~distribute, invoice and ~~local~~collect ~~levels~~payments for concentrates or finished products. Unauthorized or accidental access to, ~~both~~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 ~~United~~reputation ~~States~~and credibility of the Company, loss of opportunities to acquire or divest of businesses or brands, and ~~elsewhere~~loss of ability to commercialize products developed through research and development efforts and, therefore, could have a negative impact on net operating revenues. ~~Consumers’~~In ~~increased~~addition, ~~concerns~~we may suffer financial and ~~changing~~reputational ~~attitudes~~damage ~~about~~because ~~solid~~of ~~waste~~lost ~~streams~~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 ~~environmental~~may ~~responsibility~~become exposed to legal action and ~~the~~increased ~~related~~regulatory ~~publicity~~oversight, including governmental investigations, enforcement actions and regulatory fines. The Company could ~~result~~also inbe required to spend significant financial and other resources to remedy the ~~adoption~~damage ofcaused ~~additional~~by ~~such~~a ~~legislation~~cybersecurity incident or ~~regulations~~to inrepair ~~the~~or ~~future~~replace networks and information systems. IfThese ~~these~~risks ~~types~~also may be present to the extent any of ~~requirements~~our ~~are~~bottling ~~adopted~~partners, ~~and~~distributors ~~implemented~~or onsuppliers ausing ~~large~~separate ~~scale~~information systems, ~~they~~not integrated with the information systems of the Company, suffers a cybersecurity incident and could ~~affect~~result ~~our~~in increased costs orrelated ~~require~~to ~~changes~~involvement in ~~our~~investigations ~~distribution~~or ~~model~~notifications conducted by these third parties. These risks may also be present to the extent a business we have acquired, but which ~~could~~does ~~reduce~~not use our ~~net~~information ~~operating~~systems, ~~revenues~~experiences ~~and~~severe ~~profitability~~damage, a system shutdown, service disruption, or a cybersecurity incident.

~~Significant~~11 ~~additional~~Table ~~labeling or warning requirements or limitations on the marketing or sale~~ of ~~our products may inhibit sales of affected products.~~Contents

~~Various~~Like ~~jurisdictions~~most ~~have~~major ~~adopted~~corporations, ~~and~~the ~~may~~Company’s ~~seek~~information tosystems ~~adopt~~are ~~significant~~a ~~additional~~target ~~product~~of ~~labeling~~attacks. In addition, third-party providers of data hosting or ~~warning~~cloud ~~requirements~~services, as well as our bottling partners, distributors, joint venture partners, suppliers or ~~limitations~~acquired onbusinesses that use separate information systems, may experience cybersecurity incidents that may involve data we share with them. Although the ~~marketing~~cybersecurity orincidents ~~sale~~that ofwe have experienced to date, as well as those reported to us by our ~~products~~third-party ~~because~~partners, ofhave ~~what~~not ~~they~~had ~~contain~~a material effect on our business, financial condition or ~~allegations~~results ~~that~~of ~~they~~operations, ~~cause~~such incidents could have a material adverse ~~health~~effect ~~effects~~on us in the future. IfIn ~~these~~order ~~types~~to ofaddress ~~requirements~~risks ~~become~~to ~~applicable~~our information systems, we continue to ~~one~~make investments in technologies and training. Data protection laws and regulations around the world often require “reasonable,” “appropriate” or ~~more~~“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 ~~products~~security ~~under~~measures ~~current~~will be deemed adequate, appropriate or ~~future~~reasonable ~~environmental~~by a regulator or ~~health~~court. ~~laws~~Moreover, even security measures that are deemed adequate, appropriate, reasonable or ~~regulations~~in accordance with applicable legal requirements may not protect the information we maintain against increasingly sophisticated attacks. In addition to potential fines, ~~they~~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 ~~inhibit~~be ~~sales~~unable ofto ~~such~~obtain ~~products~~cybersecurity insurance in amounts and on terms we view as appropriate for our operations.

~~For~~If ~~example,~~we ~~under~~fail ~~one~~to ~~such~~comply ~~law~~with inprivacy ~~California,~~and ~~known~~data asprotection ~~Proposition 65~~laws, ifwe ~~the~~could ~~state has determined that a substance causes cancer or harms human reproduction or development, a warning must~~ be ~~provided~~subject ~~for any product sold in the state that exposes consumers~~ to ~~that~~adverse ~~substance~~publicity, ~~unless~~business ~~the~~disruption, ~~exposure~~data ~~falls~~loss, ~~under~~government anenforcement ~~established~~actions ~~safe harbor level~~ and/or ~~another~~private ~~exemption~~litigation, isany ~~applicable. If we were required to add Proposition 65 warnings on the labels~~ of ~~one~~which ~~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~~business ~~both in California~~ and inoperating ~~other markets~~results.

~~Litigation~~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 ~~legal~~conflicting ~~proceedings~~requirements. ~~could~~In ~~expose~~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 ~~significant~~or ~~liabilities~~improper disclosure of personal data in violation of privacy and ~~damage~~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.

We12 ~~are~~Table ~~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.Contents

WeRISKS ~~conduct~~RELATED ~~business~~TO inENVIRONMENTAL ~~markets~~AND ~~with~~SOCIAL ~~high-risk legal compliance environments, which exposes us to increased legal and reputational risk.~~FACTORS

~~We have bottling and other business operations in markets with high-risk legal compliance environments.~~ Our ~~policies~~ability ~~and~~to ~~procedures~~achieve ~~require strict compliance by~~ our ~~employees~~sustainability ~~and~~goals ~~agents with all United States~~ and ~~local~~targets ~~laws~~is ~~and~~subject ~~regulations and consent orders applicable~~ to ~~our business operations~~risks, ~~including~~many ~~those~~of ~~prohibiting~~which ~~improper~~are ~~payments~~outside toof ~~government officials. Nonetheless,~~ our ~~policies~~control, ~~procedures~~ and ~~related training programs may not always ensure full compliance by~~ our ~~employees~~reputation and ~~agents~~brands ~~with all applicable legal requirements. Improper conduct by our employees or agents~~ could ~~damage~~be ~~our~~harmed ~~reputation~~if inwe ~~the~~fail ~~United States and internationally or lead~~ to ~~litigation~~meet orsuch ~~legal proceedings that could result in civil or criminal penalties, including substantial monetary fines as well as disgorgement of profits~~goals.

~~Failure~~Companies across all industries are facing increasing scrutiny from stakeholders related to ~~adequately~~sustainability, ~~protect~~including practices and disclosures related to sustainable packaging; water stewardship; climate; health and nutrition; human rights; and diversity, orequity ~~disputes~~and ~~relating~~inclusion. Our ability to achieve our sustainability goals and targets and to accurately and transparently report our progress presents numerous operational, ~~trademarks~~financial, ~~formulas~~legal and other ~~intellectual~~risks, ~~property~~and ~~rights~~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 ~~harm~~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 ~~business~~sustainability practices, certain investors are unsatisfied with our actions or progress, they may reconsider their investment in our Company.

~~Our~~As ~~trademarks~~the nature, ~~formulas~~scope and ~~other~~complexity ~~intellectual property rights are essential to the success~~ of ~~our~~sustainability ~~business.~~reporting, Wedue ~~cannot~~diligence beand ~~certain~~disclosure ~~that~~requirements ~~the~~expand, ~~legal steps~~ we ~~are~~may ~~taking~~have ~~are sufficient~~ to ~~protect~~incur ~~our~~additional ~~intellectual~~costs ~~property~~to ~~rights or that~~control, ~~notwithstanding~~assess ~~legal~~and ~~protection,~~report ~~others~~on dosustainability ~~not~~metrics. orAny ~~will~~failure ~~not infringe~~ or ~~misappropriate~~perceived ~~our intellectual property rights. If we fail to adequately protect our intellectual property rights~~failure, orwhether ~~if changes in laws diminish~~ or ~~remove~~not ~~the~~valid, ~~current legal protections available~~ to ~~them,~~pursue ~~the~~or ~~competitiveness~~fulfill of our ~~products~~sustainability ~~may~~goals ~~be eroded~~ and ~~our~~targets ~~business~~or ~~could~~to ~~suffer.~~satisfy Invarious ~~addition,~~sustainability wereporting ~~could~~standards ~~come~~within ~~into~~the ~~conflict~~timelines ~~with~~we ~~third~~announce, ~~parties~~or ~~over~~at ~~intellectual property rights~~all, ~~which~~ could ~~result~~increase inthe ~~disruptive~~risk ~~and~~of ~~expensive~~ litigation. ~~Any of the foregoing could harm our business.~~

10Increasing ~~Table~~concerns about the environmental impact of ~~Contents~~plastic bottles and other packaging materials could result in reduced demand for our beverage products and increased production and distribution costs.

~~RISKS~~There ~~RELATED~~are TOincreasing ~~FINANCE~~concerns among consumers, ~~ACCOUNTING~~governments ~~AND~~and ~~INVESTMENTS~~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.

If13 weTable ~~are unable to achieve our overall long-term growth objectives, the value~~ of ~~an investment in our Company could be negatively affected.~~Contents

WeIncreased ~~have~~demand ~~established~~for ~~and~~food 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~~decreased ofagricultural ~~which~~productivity ~~are more profitable than others,~~ and onincreased anregulation ~~assessment~~ of ~~the~~ingredient ~~potential~~sourcing ~~price~~due ~~and~~diligence ~~product mix. We~~ may ~~not~~negatively beaffect ~~able to realize the sales potential and the price and product mix necessary to achieve~~ our ~~long-term growth objectives~~business.

~~RISKS~~As ~~RELATED~~part TOof ~~INFORMATION~~the ~~TECHNOLOGY~~manufacture ~~AND~~of ~~DATA~~our ~~PRIVACY~~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.

IfClimate wechange ~~are~~and ~~unable~~legal toor ~~protect~~regulatory ~~our~~responses ~~information~~thereto ~~systems~~may ~~against~~have ~~service~~a ~~interruption,~~long-term ~~misappropriation~~adverse ofimpact ~~data~~on ~~or cybersecurity incidents,~~ our ~~operations~~business ~~could be disrupted, we may suffer financial losses~~ and ~~our~~results ~~reputation~~of ~~may be damaged~~operations.

WeThere ~~rely~~is onincreasing ~~networks~~concern ~~and~~that ~~information~~a ~~systems~~gradual ~~and~~increase ~~other~~in ~~technology~~global ~~(“information~~average ~~systems”),~~temperatures ~~including~~due ~~the Internet and third-party hosted services,~~ to ~~support~~increased aconcentration ~~variety~~ of ~~business~~carbon ~~processes~~dioxide and ~~activities,~~other ~~including~~greenhouse ~~procurement~~gases ~~and~~in ~~supply~~the ~~chain,~~atmosphere ~~manufacturing,~~is ~~distribution,~~causing ~~invoicing~~significant ~~and~~changes ~~collection~~in ofweather ~~payments,~~patterns ~~employee~~around ~~processes,~~the ~~consumer~~globe ~~marketing,~~and ~~mergers~~an ~~and~~increase ~~acquisitions,~~in ~~and~~the ~~research~~frequency and ~~development.~~severity Weof ~~use~~natural ~~information~~disasters. ~~systems~~Decreased toagricultural ~~process~~productivity ~~financial~~in ~~information~~certain ~~and~~regions ~~results~~ of ~~operations~~the ~~for~~world ~~internal~~as ~~reporting~~a ~~purposes~~result ~~and~~of tochanging ~~comply~~weather ~~with~~patterns ~~regulatory~~may ~~financial~~limit ~~reporting~~the ~~and~~availability ~~legal~~or ~~and~~increase ~~tax~~the ~~requirements.~~cost Inof ~~addition,~~key weagricultural ~~depend~~commodities, onsuch ~~information~~as ~~systems~~coconut ~~for~~water ~~digital marketing activities~~ and ~~electronic~~fruit ~~communications~~juice, ~~among~~which ~~between~~are ~~Company~~important ~~employees~~ingredients ~~and~~for our ~~bottlers~~products, ~~customers, suppliers, consumers~~ and ~~other~~could ~~third~~impact ~~parties.~~the ~~Because~~food ~~information~~security ~~systems~~of ~~are~~communities ~~critical~~around ~~to many of~~ the ~~Company’s operating activities, our business may be impacted by system shutdowns, service disruptions or cybersecurity incidents~~world. ~~These~~Climate ~~incidents~~change may bealso ~~caused~~exacerbate byextreme ~~failures during routine operations~~weather, ~~such~~resulting asin ~~system~~water ~~upgrades,~~scarcity or ~~by user errors~~flooding, asand ~~well~~cause asa ~~network~~further ordeterioration ~~hardware~~of ~~failures,~~water ~~malicious~~quality orin ~~disruptive~~affected ~~software~~regions, ~~unintentional~~which orcould ~~malicious~~limit ~~actions~~water ofavailability ~~employees~~for orthe ~~contractors,~~Company’s ~~cyberattacks~~production byoperations. ~~hackers,~~Increased ~~criminal~~frequency ~~groups~~ or ~~nation-state~~duration ~~organizations~~of ~~(which~~extreme ~~may~~weather ~~include~~conditions ~~social~~could ~~engineering,~~also ~~business~~impair ~~email~~production ~~compromise~~capabilities, ~~cyber~~disrupt ~~extortion,~~our ~~denial~~supply ofchain ~~service,~~ or ~~attempts~~impact todemand ~~exploit~~for ~~vulnerabilities),~~our ~~geopolitical events, natural disasters, failures or impairments of telecommunications networks, or other catastrophic events~~products. InIncreasing ~~addition,~~concern ~~such~~over ~~cybersecurity~~climate ~~incidents~~change ~~could~~also may result in ~~unauthorized~~additional orlegal ~~accidental access to~~ or ~~disclosure~~regulatory ofrequirements ~~material~~designed ~~confidential~~to ~~information~~reduce or ~~regulated~~mitigate ~~personal~~the ~~data.~~effects Ifof ~~our~~carbon ~~information~~dioxide ~~systems~~and orother ~~third-party~~greenhouse ~~information~~gas ~~systems~~emissions 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~~environment, ~~we could experience delays in reporting our financial results,~~ and/or we may ~~lose revenue and profits as a~~ result ofin ~~our~~increased ~~inability~~disclosure toobligations. ~~timely~~Increased ~~manufacture,~~energy ~~distribute, invoice and collect payments for concentrates~~ or ~~finished~~compliance ~~products.~~costs ~~Unauthorized~~and orexpenses ~~accidental~~due ~~access~~ to, orincreased ~~destruction,~~legal ~~loss,~~or ~~alteration,~~regulatory ~~disclosure,~~requirements ~~falsification~~may orcause ~~unavailability~~disruptions ofin, ~~information,~~ or ~~unauthorized~~an ~~access~~increase ~~to machines and equipment could result~~ in ~~violations~~the ofcosts ~~data~~associated ~~protection laws and regulations~~with, ~~misuse or malfunction of machines and equipment, damage to~~ the ~~reputation~~manufacturing and ~~credibility~~distribution of ~~the~~our ~~Company,~~beverage ~~loss~~products. ofThe ~~opportunities~~effects ~~to acquire or divest~~ of ~~businesses~~climate orchange ~~brands,~~ and ~~loss~~legal ofor ~~ability~~regulatory initiatives to ~~commercialize~~address ~~products~~climate ~~developed~~change ~~through research and development efforts and, therefore,~~ could have a ~~negative~~long-term adverse impact on ~~net~~our ~~operating~~business ~~revenues~~and results of operations. In addition, wefrom ~~may~~time ~~suffer~~to ~~financial~~time ~~and~~we ~~reputational~~establish ~~damage~~goals ~~because~~and oftargets ~~lost~~to orreduce ~~misappropriated~~the ~~confidential~~Company’s ~~information~~carbon ~~belonging~~footprint toby ~~us,~~increasing our ~~current~~use orof ~~former~~recycled ~~employees,~~packaging ~~our bottling partners~~materials, ~~other~~expanding ~~customers~~our orrenewable ~~suppliers,~~energy ~~or consumers or other data subjects~~usage, and ~~may~~participating ~~become~~in ~~exposed~~environmental ~~to legal action~~ and ~~increased~~sustainability ~~regulatory~~programs ~~oversight, including governmental investigations, enforcement actions~~ and ~~regulatory~~initiatives ~~fines.~~organized ~~The~~or ~~Company~~sponsored ~~could~~by ~~also~~nongovernmental beorganizations ~~required to spend significant financial~~ and other ~~resources~~groups to ~~remedy~~reduce ~~the~~greenhouse ~~damage~~gas ~~caused~~emissions byindustrywide. aIf ~~cybersecurity~~we ~~incident~~fail or to ~~repair~~achieve or ~~replace~~improperly ~~networks~~report ~~and~~on ~~information~~our ~~systems.~~progress ~~These~~toward ~~risks~~achieving ~~also may be present to the extent any of~~ our ~~bottling~~carbon ~~partners,~~footprint ~~distributors~~reduction orgoals ~~suppliers~~and ~~using separate information systems~~targets, ~~not integrated with~~ the ~~information~~resulting ~~systems~~negative ofpublicity ~~the Company, suffers a cybersecurity incident and~~ could ~~result~~adversely inaffect ~~increased~~consumer ~~costs~~preference ~~related~~for ~~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~~beverage ~~systems, experiences severe damage, a system shutdown, service disruption, or a cybersecurity incident~~products.

11Adverse ~~Table~~weather ofconditions ~~Contents~~could reduce the demand for our products.

~~Like~~The ~~most~~sales ~~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~~products ~~partners,~~are ~~distributors,~~influenced 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,~~some asextent ~~well as those reported to us~~ by ~~our~~weather ~~third-party~~conditions ~~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.~~markets Inin ~~order~~which ~~to address risks to our information systems,~~ we ~~continue to make investments in technologies and training~~operate. ~~Data~~Unusually ~~protection~~cold ~~laws and regulations around the world often require “reasonable,” “appropriate”~~ or ~~“adequate”~~rainy ~~technical~~weather ~~and~~during ~~organizational security measures, and~~ the ~~interpretation~~summer ~~and~~months ~~application~~may ofhave ~~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~~temporary oreffect ~~court.~~on ~~Moreover, even security measures that are deemed adequate, appropriate, reasonable or in accordance with applicable legal requirements may not protect~~ the ~~information~~demand wefor ~~maintain~~our ~~against~~products ~~increasingly~~and ~~sophisticated~~contribute ~~attacks. In addition~~ to ~~potential~~lower ~~fines~~sales, ~~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~~an ~~cybersecurity~~adverse ~~insurance,~~effect 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~~our weresults ~~view~~of asoperations ~~appropriate~~ for ~~our~~such ~~operations.~~periods

IfITEM we2. ~~fail~~UNREGISTERED toSALES ~~comply~~OF ~~with~~EQUITY ~~privacy~~SECURITIES ~~and~~AND ~~data~~USE ~~protection~~OF 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.PROCEEDS

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.None

12ITEM ~~Table~~3. ofUNRESOLVED ~~Contents~~STAFF COMMENTS

~~RISKS RELATED TO ENVIRONMENTAL AND SOCIAL FACTORS~~None

~~Our~~ITEM ~~ability~~4. toMINE ~~achieve~~SAFETY ~~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.~~DISCLOSURE

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.None

As14 ~~the~~Table ~~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.Contents

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.

13 Table of Contents

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 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

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

14 Table of Contents

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

For the period January 1, ~~2023~~2024 to ~~September~~March 301, ~~2024~~2025, the following table sets forth the high, ~~low~~ 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~~SharesTraded
Third Quarter 2024	$	0.60	$	0.89	$	0.44	$	0.70		393,364
January 1 to March 31, 2025	$	0.42	$	0.65	$	0.40	$	0.47		276,851
Second Quarter 2024	$	0.65	$	0.70	$	0.29	$	0.46		317,304
October 1 to December 31, 2024	$	0.60	$	0.79	$	0.50	$	0.66		471,687
First Quarter 2024	$	0.52	$	0.70	$	0.37	$	0.53		260,716
July 1 to September 30, 2024	$	0.65	$	0.70	$	0.29	$	0.46		317,304
Fourth Quarter 2023	$	0.64	$	0.80	$	0.34	$	0.63		252,385
April 1 to June 30, 2024	$	0.52	$	0.70	$	0.37	$	0.53		260,716
Third Quarter 2023	$	0.70	$	0.74	$	0.17	$	0.45		618,921
January 1 to March 31, 2024	$	0.64	$	0.80	$	0.34	$	0.63		252,385
Second Quarter 2023	$	0.30	$	0.35	$	0.05	$	0.10		768,189
First Quarter 2023	$	0.05	$	0.06	$	0.05	$	0.06		301,445

*Volume-Weighted Average Price

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 ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024.

Issuer Purchases of Equity Securities

During the ~~quarter~~quarters ended ~~September~~March 3031, 2025 and 2024, the Company did not repurchase any shares of EQUATOR Common Stock from shareholders.

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

ITEM 6. SELECTED FINANCIAL DATA

None

Table of Contents

PART III

ITEM 7. DIRECTORS, 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		72		Chairman & CEO		October 27, 2011

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Biographical information of each current officer and director is set forth below.

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

~~From~~Board 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.Committees

The Company has not established any committees of the Board ~~Committees~~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 two directors perform all functions that would otherwise be performed by committees. Given the present size of our board, it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

~~The~~Shareholder 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 two directors perform all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.Communications

~~Shareholder~~Currently, ~~Communications~~we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, no security holders have made any such recommendations.

~~Currently,~~16 weTable ~~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.~~Contents

16Code ~~Table~~ of ~~Contents~~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, Suite 2500, Jersey City, New Jersey 07302.

WeSection ~~have adopted a written code of ethics~~ 16(~~the “Code of Ethics”~~a) ~~that~~Beneficial ~~applies~~Ownership toReporting 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, Suite 2500, Jersey City, New Jersey 07302.Compliance

Under Section 16(a) ~~Beneficial~~of ~~Ownership~~the ~~Reporting~~Exchange ~~Compliance~~Act, all executive officers, directors, and each person who is the beneficial owner of more than 10% of the common stock of a company that files reports pursuant to Section 12 of the Exchange Act of 1934, are required to report the ownership of such common stock, options, and stock appreciation rights (other than certain cash only rights) and any changes in that ownership with the SEC. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the three months ended March 31, 2025 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

~~Under~~ITEM 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 SEC8. ToEXECUTIVE ~~our~~COMPENSATION knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the nine months ended September 30, 2024 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

~~ITEM~~The 8.following ~~EXECUTIVE~~table ~~COMPENSATION~~sets forth information concerning the total compensation paid or earned by each of our named executive officers (as defined under SEC rules).

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

Name and Principal Position	Year	Salary			Shares		Share Price		Stock Awards
Glenn Simpson, Chairman & CEO	2025	$	28,500	(1)		-	$	-	$	-	(1)
	2024	$	27,000	(2)		201,000	$	0.61	$	122,610	(2)

Name and Principal Position		Year	Salary			Shares		Share Price		Stock Awards
	(1)	Pursuant to Mr. Simpson’s employment agreement effective January 1, 2025 Mr. Simpson is paid a salary of $9,500 per month.
Glenn Simpson, Chairman & CEO		2024	$	82,500	(1)		402,000	$	0.52	$	207,030	(1)
	(2)	Pursuant to Mr. Simpson’s employment agreement dated January 1, 2024, Mr. Simpson is paid a salary of $9,000 per month in cash and the Company is obligated to grant Mr. Simpson 67,000 shares of non-trading, restricted common stock per month.
		2023	$	72,000	(2)		601,000	$	0.21	$	128,305	(2)

	(1)	Pursuant to Mr. Simpson’s employment agreement dated January 1, 2024, Mr. Simpson is paid a salary of $9,000 per month in cash from the months of January to June 2024 and $9,500 per month in cash from the months of July to December 2024. The Company is obligated to grant Mr. Simpson 67,000 shares of non-trading, restricted Common Stock per month.
	(2)	Pursuant to Mr. Simpson’s employment agreement amended September 1, 2022, Mr. Simpson is paid a salary of $8,000 per month in cash and the Company is obligated to grant Mr. Simpson 67,000 shares of restricted, non-trading common stock per month.

During the three months ended March 31, 2025, 0 shares of restricted, non-trading common stock were issued to Mr. Simpson.

During the ~~nine~~three months ended ~~September~~March 3031, 2024, ~~402~~201,000 shares of restricted, non-trading common stock were issued to Mr. Simpson.

~~During~~17 ~~the~~Table ~~nine months ended September 30, 2023, 603,000 shares~~ of ~~restricted, non-trading common stock were issued to Mr. Simpson.~~Contents

17Director ~~Table of Contents~~Compensation

~~Director~~During ~~Compensation~~the three months ended March 31, 2025 and 2024, there was no non-employee director.

~~The~~ITEM ~~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~~9. ~~Board~~SECURITY ~~members~~OWNERSHIP ~~are~~OF ~~not~~CERTAIN ~~reimbursed~~BENEFICIAL ~~for~~OWNERS ~~expenses~~AND ~~incurred~~MANAGEMENT inAND ~~connection~~RELATED ~~with~~STOCKHOLDER ~~attending meetings.~~MATTERS

~~ITEM~~The 9.following ~~SECURITY~~table ~~OWNERSHIP~~sets OFforth ~~CERTAIN~~information ~~BENEFICIAL~~with ~~OWNERS~~respect ~~AND~~to ~~MANAGEMENT~~the ~~AND~~beneficial ~~RELATED~~ownership ~~STOCKHOLDER~~of ~~MATTERS~~our Common Stock known by us as of March 31, 2025:

~~The~~· ~~following~~each ~~table~~director; ~~sets~~· ~~forth~~each ~~information~~named ~~with~~executive ~~respect~~officer; toand ~~the~~· ~~beneficial~~all ~~ownership~~directors ofand ~~our~~executive ~~Common~~officers ~~Stock known by us~~ as ofa ~~September 30, 2024 by:~~group.

·Except ~~each~~as ~~director;~~otherwise ·indicated, ~~each~~the ~~named~~persons ~~executive~~listed ~~officer;~~below have sole voting and ·investment power with respect to all ~~directors~~shares ~~and~~of ~~executive~~our ~~officers~~Common asStock aowned ~~group~~by them.

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.

Name	Shares		%
Glenn Simpson		9,309,892		51
Chairman & CEO
Diane Cudia		891,667		5
Corporate Controller
All Officers and Directors		10,402,559		56

Name	Shares		%
Glenn Simpson		8,707,892		50
Chairman & CEO
Diane Cudia		716,667		4
Corporate Controller
All Officers and Directors		9,424,559		54

Table of Contents

18PART ~~Table of Contents~~IV

~~PART~~ITEM IV10. EXHIBITS

~~ITEM~~Financial ~~10.~~Statement ~~EXHIBITS~~Schedules

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

The ~~financial~~following ~~statements~~Exhibits ~~of EQUATOR Beverage Company~~ are ~~listed~~being onfiled ~~the~~with ~~Index to Financial Statements on~~ this ~~quarterly~~Quarterly ~~report~~Report on Form 10-Q ~~beginning on page F-1.~~:

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

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

No.	SEC Report Reference Number	Description
101.INS	Inline XBRL Instance Document
3.1	3.1	Certificate of Incorporation of MOJO Shopping, Inc. (2)
101.SCH	Inline XBRL Taxonomy Extension Schema Document
3.2	3.1	Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (3)
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
3.3	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Ventures, Inc. (4)
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
3.4	3.4	Articles of Merger (1)
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
3.5	3.1	Certificate of Amendment to Certificate of Incorporation of MOJO Organics, Inc. (6)
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
3.6	3.1	Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock (7)
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
(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.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
(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.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
(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.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
(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.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
(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.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
(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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
(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.

(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.

Table of Contents

~~19 Table of Contents~~SIGNATURES

~~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.

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: May 7, 2025	By:	/s/ Glenn Simpson
		Glenn Simpson Chairman & CEO (Principal Executive and Principal Financial Officer)

	EQUATOR BEVERAGE COMPANY
Dated: November 1, 2024	By:	/s/ Glenn Simpson
		Glenn SimpsonChairman & CEO(Principal Executive and Principal Financial Officer)

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