UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~June 1424, 2025

EQUATOR Beverage Company

(Exact name of registrant as specified in its charter)

Delaware

000-55269

26-0884348

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

185 Hudson Street, Suite 2500

Jersey City, New Jersey

07302

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 929-264-7944

_______________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

SECTION 48 -– ~~MATTERS~~OTHER ~~RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS~~ EVENTS

Item 48.0201. ~~Non-Reliance~~Other ~~on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Events.

~~During~~On ~~the~~June ~~course of drafting EQUATOR Beverage Company’s (the “Company”) Annual Report Form 10-K for the year ended December 31~~24, ~~2024~~2025, ~~Victor~~ ~~Mokuolu,~~we ~~CPA~~issued ~~PLLC,~~a ~~the independent~~press ~~registered~~release ~~public~~announcing ~~accounting firm identified errors~~a inreverse ~~the~~stock ~~Company's~~split ~~Form 10-Q for the period September 30, 2024 filed on November 1, 2024 with the United States Securities~~ and ~~Exchange Commission that require adjustment. As~~ a ~~result,~~decrease onin ~~March 10, 2025,~~ the ~~board~~authorized ofshares ~~directors~~ of the Company. ~~determined,~~A ~~upon~~copy ~~the recommendation~~ of the ~~Company’s~~press ~~management,~~release ~~and~~is inattached consultation with the Company’s independent registered public accounting firm, that the Company should restate its previously issued financial statements for the three and nine months ended September 30, 2024, to correct the accounting for certain transactions contained therein, as ~~discussed~~Exhibit ~~below~~99.1 ~~Accordingly,~~to ~~the~~this ~~financial~~Current ~~statements~~Report ~~contained~~on ~~in the Company’s~~ Form 108-~~Q for the three and nine months ended September 30, 2024, filed with the Securities and Exchange Commission should no longer be relied upon in its present format~~K.

The ~~restatement was~~information ~~required~~in toItem ~~correct~~8.01 ~~an error~~ of ~~not~~this ~~expensing~~Current ~~stock~~Report ~~awards~~on ~~and~~Form ~~cash~~8-K ~~bonuses~~(including ~~that~~Exhibit ~~were~~99.1) ~~earned~~shall ~~and~~ not ~~paid~~be ~~during~~deemed ~~the~~“filed” ~~period~~for ~~July~~purposes 1of toSection ~~September~~18 ~~30,~~of ~~2024.~~the ~~Also,~~Securities ~~there~~Exchange ~~was~~Act anof ~~error~~1934 in (the ~~valuation~~“Exchange ~~method~~Act”) ~~for~~or ~~stock~~otherwise ~~that~~subject ~~was~~to ~~issued for~~ the ~~period~~liabilities ~~January~~of 1that ~~to June 30~~section, ~~2024. The~~nor ~~company~~shall ~~used~~it ~~the~~be ~~current~~deemed ~~price~~incorporated ofby ~~the~~reference ~~stock~~in ~~ranging~~any ~~from~~filing ~~$0.41~~under ~~to $0.61 at~~ the ~~date~~Securities Act of ~~issuance~~1933 ~~when~~or the ~~company~~Exchange ~~should~~Act, ~~have~~except ~~valued~~as ~~the~~expressly ~~stock~~set atforth ~~the~~by ~~price~~specific ofreference ~~the~~in ~~date~~such ofa ~~the employment agreement which was $0~~filing.~~70.~~

Statement	Account	Reported			Amended
Balance Sheet	Accounts payable and accrued expenses	$	113,921		$	168,321
Balance Sheet	Common stock		17,410,346			17,948,846
Balance Sheet	Common stock (amount)	$	17,411		$	17,950
Balance Sheet	Additional paid-in capital	$	24,300,479		$	24,743,011
Balance Sheet	Accumulated deficit	$	23,903,369		$	24,400,839
Statement of Operations- Three Months EndedSept 30 2024	Selling, general and administrative expenses	$	281,316		$	778,786
Statement of Operations- Three Months EndedSept 30 2024	Income / (Loss) Before Provision for Income Taxes	$	70,304		$	(427,166	)
Statement of Operations- Three Months EndedSept 30 2024	Net Income / (Loss)	$	69,027		$	(428,443	)
Statement of Operations- Three Months EndedSept 30 2024	Net Income / (Loss) Per Common Share, Basic and Diluted	$	-		$	(0.02	)
Statement of Operations- Three Months EndedSept 30 2024	Weighted Average Number of Common Shares Outstanding, Basic and Diluted		17,410,346			17,948,846
Statement of Operations- Nine Months EndedSept 30 2024	Selling, general and administrative expenses	$	1,046,924		$	1,544,394
Statement of Operations- Nine Months EndedSept 30 2024	Income / (Loss) Before Provision for Income Taxes	$	(91,498	)	$	(588,968	)
Statement of Operations- Nine Months EndedSept 30 2024	Net Income / (Loss)	$	(94,131	)	$	(591,601	)
Statement of Operations- Nine Months EndedSept 30 2024	Net Income / (Loss) Per Common Share, Basic and Diluted	$	(0.01	)	$	(0.03	)
Statement of Operations- Nine Months EndedSept 30 2024	Weighted Average Number of Common Shares Outstanding, Basic and Diluted		17,927,266			17,948,846

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

~~The~~Item ~~Company~~9.01. ~~expects~~Financial toStatements ~~file an amended Form 10-Q report for the three~~ and ~~nine months ended September 30, 2024 to reflect restated financial statements for those periods by March 17, 2025~~Exhibits.

The Company provided Victor Mokuolu, CPA PLLC with the disclosures under this Item 4.02 and requested Victor Mokuolu, CPA PLLC to furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.02 and, if not, stating the respects in which it does not agree. A copy of Victor Mokuolu, CPA PLLC’s letter is attached as Exhibit 16.1 to this report.

99.1		Press release, dated June 24, 2025

104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

~~SECTION 9 – Financial Statements and Exhibits~~2

~~Item 9.01 Financial Statements and Exhibits~~SIGNATURES

Exhibit No.		Description
16.1		Letter from Victor Mokuolu, CPA PLLC to the SEC, dated March 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2EQUATOR Beverage Company

~~SIGNATURES~~/s/ Glenn Simpson Glenn Simpson Chairman & CEO

~~Pursuant~~Date: toJune ~~the requirements of the Securities Exchange Act of 1934~~24, ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~ 2025

~~EQUATOR Beverage Company~~3

/s/ Glenn Simpson Glenn Simpson Chairman & CEO Date: March 14, 2025

Filing Compare · EQUATOR Beverage Co