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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:
June 30, 2026

OR
 
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
NJ
 
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

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 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 
August
1
1
,
2026, there were 9,569,655 shares of the registrant’s
common
stock, par value $0.001, issued and outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

 


TABLE OF CONTENTS
 
 
 
Page
  
 
 
 
 
 
  
 
 
 
 
 
2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (Unaudited)

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included.

These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.


3
 
 
EQUATOR BEVERAGE COMPANY
Condensed Balance Sheets (Unaudited)

 
 
 
June
30,
2026
 
 
 
 
December
31,
2025
 
 
Assets
 
 
 
 
 
 
 
 
Current Assets
 
 
 
 
 
 
 
 
Cash
 
$
73,757
 
 
$
219,457
 
Accounts and other receivables
 
 
393,816
 
 
 
349,822
 
Inventory
 
 
949,548
 
 
 
508,301
 
Supplier deposits
 
 
148,540
 
 
 
52,329
 
Prepaid expenses
 
 
50,273
 
 
 
61,137
 
Total Current Assets
 
$
1,615,934
 
 
$
1,191,046
 
No
ncurrent Assets
 
 
 
 
 
 
 
 
 
Def
erred ta
x assets, n
et
 
 
$
 
 
765,997
 
 
 
 
-
 
Total No
ncurrent Assets
 
 
 
 
765,997
 
 
 
 
-
 
Total Assets
 
$
2,381,931
 
 
$
1,191,046
 
Liabilities and Stockholders’ Equity
 
 
 
 
 
 
 
 
Current Liabilities
 
 
 
 
 
 
 
 
Accounts payable and accrued expenses
 
$
399,279
 
 
$
295,073
 
Related party loans
 
 
160,000
 
 
 
340,000
 
Total Current Liabilities
 
 
559,279
 
 
 
635,073
 
Total Liabilities
 
$
559,279
 
 
$
635,073
 
Commitments and Contingencies – Refer to Note 4
 
 
 
 
 
 
 
 
Stockholders’ Equity
 
 
 
 
 
 
 
 
Common stock,
 
$
0.001 par value
;
 10,000,000 shares authorized
;
9,509,655 and 9,380,260 shares issued and outstanding a
s
of
June 30, 2026 and December 31, 2025, respectively
 
 
9,510
 
 
 
9,381
 
Additional paid-in capital
 
 
25,198,498
 
 
 
25,107,762
 
Accumulated deficit
 
 
(23,385,356
)
 
 
(24,561,170
)
Total Stockholders’ Equity
 
 
1,822,652
 
 
 
555,973
 
Total Liabilities and Stockholders’ Equity
 
$
2,381,931
 
 
$
1,191,046
 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
F-1
 
 
EQUATOR BEVERAGE COMPANY
Condensed Statements of Operations (Unaudited)
For the Three Months Ended June 30
 
 
 
2026
 
 
2025
 
Revenue
 
$
1,259,453
 
 
$
1,102,577
 
Cost of Sales
 
 
546,776
 
 
 
629,690
 
Gross Profit
 
 
712,677
 
 
 
472,887
 
 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
Selling, general, and administrative
 
 
473,970
 
 
 
309,045
 
Total Operating Expenses
 
 
473,970
 
 
 
309,045
 
Income from Operations
 
 
238,707
 
 
 
163,842
 
Interest Expense
 
 
(4,966
)
 
 
(7,981
)
Other Income
 
 
4,972
 
 
 
-
 
Income Before Provision for Income Taxes
 
$
238,713
 
 
$
155,861
 
Income Tax Benefit (Expense) – Refer to Note 8
 
 
760,986
 
 
(2,805
)
Net Income
 
$
999,699
 
 
$
153,056
 
Net Income Per Common
S
hare
, Basic and Diluted
 
$
0.11
 
 
$
0.02
 
Weighted
-
Average Common
S
hares
Outstanding, Basic and Diluted
 
 
9,464,160
 
 
 
9,095,063
 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
F-2


EQUATOR BEVERAGE COMPANY
Condensed Statements of Operations (Unaudited)
For the Six Months Ended June 30
 
 
 
2026
 
 
2025
 
Revenue
 
$
2,220,937
 
 
$
1,920,325
 
Cost of Sales
 
 
1,014,626
 
 
 
1,126,694
 
Gross Profit
 
 
1,206,311
 
 
 
793,631
 
 
 
 
 
 
 
 
 
 
Operating Expenses
 
 
 
 
 
 
 
 
Selling, general, and administrative
 
 
893,302
 
 
 
540,223
 
Total Operating Expenses
 
 
893,302
 
 
 
540,223
 
Income from Operations
 
 
313,009
 
 
 
253,408
 
Interest Expense
 
 
(11,327
)
 
 
(11,973
)
Other Income
 
 
117,264
 
 
 
-
 
Income Before Provision for Income Taxes
 
$
418,946
 
 
 
$
241,435
 
Income Tax Benefit (Expense) – Refer to Note 8
 
 
756,868
 
 
(4,345
)
Net Income
 
$
1,175,814
 
 
 
$
237,090
 
Net Income Per Common
S
hare
, Basic and Diluted
 
$
0.12
 
 
 
$
0.03
 
Weighted
-
Average Common
S
hares
Outstanding, Basic and Diluted
 
 
9,452,487
 
 
 
9,102,151
 

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


F-3
 
 
EQUATOR BEVERAGE COMPANY
Condensed Statements of Cash Flows (Unaudited)
For the Six Months Ended June 30
 
 
 
2026
 
 
2025
 
Cash Flows from Operating Activities:
 
 
 
 
 
 
 
 
Net income
 
$
1,175,814
 
 
$
237,090
 
Adjustments to Reconcile Net Income to Net Cash Provided by (Used in) Operating Activities:
 
 
 
 
 
 
 
 
Restricted, non-trading common stock issued to directors and employees
 
 
88,200
 
 
 
840
 
Deferred inc
ome tax bene
fit
 
 
 
 
(765,997
)
 
 
 
-
 
Changes in Assets and Liabilities:
 
 
 
 
 
 
 
 
Accounts
and other
receivable
s
 
 
(43,994
)
 
 
(157,276
)
Inventory
 
 
(441,247
)
 
 
(650,086
)
Supplier deposits
 
 
(96,211
)
 
 
38,948
 
Prepaid expenses
 
 
10,864
 
 
 
(18,403
)
Accounts payable and accrued expenses
 
 
128,506
 
 
 
285,796
 
Net Cash Provided by (Used in) Operating Activities
 
 
55,935
 
 
 
(263,091
)
Net Cash Provided by (Used in) Financing Activities:
 
 
 
 
 
 
 
 
Shares repurchased for cancellation
 
 
(21,635
)
 
 
(60,000
)
Proceeds from related party loan
 
 
68,000
 
 
 
384,000
 
Repayments of related party loan
 
 
(248,000
)
 
 
(40,000
)
Net Cash Provided by (Used in) Financing Activities
 
 
(201,635
)
 
 
284,000
 
 
 
 
 
 
 
 
 
 
Net Increase (Decrease) in Cash and Cash Equivalents
 
 
(145,700
)
 
 
20,909
 
Cash and Cash Equivalents at Beginning of Period
 
 
219,457
 
 
 
22,799
 
Cash and Cash Equivalents at End of Period
 
$
73,757
 
 
$
43,708
 
Supplemental Disclosure of Cash Flow Information:
 
 
 
 
 
 
 
 
Cash Paid for Interest
 
$
11,327
 
 
$
11,973
 
Summary of non-cash investing and financing activity:
 
 
 
 
 
 
 
 
Restricted, non-trading common stock issued to directors and employees

See Note 5 – Stock Transaction
s

 
 
$
112,500
 
 
 
 
$
840
 
 

The accompanying notes are an integral part of these condensed financial statements.
 
 
F-4
 
 
EQUATOR BEVERAGE COMPANY
Condensed Statements of Changes in Stockholders’ Equity (Unaudited)
For the Six Months Ended June 30, 2026 and 2025
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Paid-In
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Total
 
Balance, December 31, 2025
 
 
9,380,260
 
 
$
9,381
 
 
$
25,107,762
 
 
$
(24,561,170
)
 
$
555,973
 
Restricted, non-trading common stock issued to directors and employees
 
 
90,000
 
 
 
90
 
 
 
72,810
 
 
 
 
 
 
 
72,900
 
Stock repurchased and retired
 
 
(20,605
)
 
 
(21
)
 
 
(21,614
)
 
 
 
 
 
 
(21,635
)
Net Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
176,115
 
 
 
176,115
 
Balance, March 31, 2026
 
 
9,449,655
 
 
$
9,450
 
 
$
25,158,958
 
 
$
(24,385,055
)
 
$
783,353
 
Restricted, non-trading common stock issued to directors and employees
 
 
60,000
 
 
 
60
 
 
 
39,540
 
 
 
 
 
 
 
39,600
 
Stock repurchased and retired
 
 
-
 
 
 
-
 
 
 
-
 
 
 
 
 
 
 
-
 
Net Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
999,699
 
 
 
999,699
 
Balance, June 30, 2026
 
 
9,509,655
 
 
$
9,510
 
 
$
25,198,498
 
 
$
(23,385,356
)
 
$
1,822,652
 
 
 
 
 
 
 
Additional
 
 
 
 
 
 
 
 
 
Common Stock
 
 
Paid-In
 
 
Accumulated
 
 
 
 
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Total
 
Balance, December 31, 2024
 
 
9,109,317
 
 
$
9,110
 
 
$
24,937,573
 
 
$
(24,610,382
)
 
$
336,301
 
Restricted, non-trading common stock issued to directors, employees and unrelated parties
 
 
841
 
 
 
1
 
 
 
839
 
 
 
-
 
 
 
840
 
Net Income
 
 
-
 
 
 
-
 
 
 
-
 
 
 
84,034
 
 
 
84,034
 
Balance, March 31, 2025
 
 
9,110,158
 
 
$
9,111
 
 
$
24,938,412
 
 
$
(24,526,348
)
 
$
421,175
 
Restricted, non-trading common stock issued to directors and employees
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
Stock repurchased and retired
 
 
(75,000
)
 
 
(75
)
 
 
(59,925
)
 
 
-
 
 
 
(60,000
)
Net Income
 
 
 
 
 
 
 
 
 
 
 
 
 
 
153,056
 
 
 
153,056
 
Balance, June 30, 2025
 
 
9,035,158
 
 
$
9,036
 
 
$
24,878,487
 
 
$
(24,373,292
)
 
$
514,231
 
 
The accompanying notes are an integral part of these condensed financial statements.
 
 
F-5
 
 
EQUATOR BEVERAGE COMPANY
Notes to Condensed Financial Statements (Unaudited)
June 30, 2026
 
NOTE 1 – BUSINESS
 
EQUATOR Beverage Company is a Delaware corporation engaged in the
development
, production, and distribution of beverage products.
 
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
Basis of Preparation
 
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information and the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for complete annual financial statements.
 
In the opinion of management, the accompanying unaudited condensed financial statements include all normal recurring adjustments considered necessary for a fair presentation of the Company’s financial position, results of operations, and cash flows for the interim periods presented.
 
The results of operations for the interim period are not necessarily indicative of the results that may be expected for the full fiscal year.
 
The accounting policies followed by the Company in preparing these unaudited condensed financial statements are consistent with those described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, except as otherwise disclosed herein. There have been no material changes to the Company’s significant accounting policies during the six months ended June 30, 2026.

Use of Estimates
 
The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“
U.
S.
 
GAAP”). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Cash and Cash Equivalents
 
The Company considers investments with original maturities of three months or less to be cash equivalents. The Company held no cash equivalents at June 30, 2026 or December 31, 2025.
 
Accounts Receivable
 
Accounts 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 using reasonable collection efforts. The allowance for doubtful accounts as of June 30, 2026 and December 31, 2025 was zero.

Other Receivables

During the six months ended June 30, 2026, the Company recognized customs-related recoveries arising from two separate matters.
 
During the three months ended March 31, 2026, the Company received and recognized approximately $117,264 in other income related to the recovery of tariffs following the U.S. Supreme Court ruling nullifying the applicable tariffs.
 
During the three months ended June 30, 2026, the Company identified $33,538 of customs duties paid to U.S. Customs and Border Protection as a result of incorrect tariff codes used in connection with the importation of coconut water for which an applicable tariff exemption had not been claimed. Based on management's assessment of the supporting documentation and determination that recovery is probable, the Company recorded the $33,538 as a current receivable with a corresponding reduction of cost of sales.
 
As of June 30, 2026, the outstanding receivable related to this matter was $33,538.

Inventory
 
Inventory consists solely of finished goods and is stated at the lower of cost or net realizable value. Cost is determined using an average cost method, which approximates the first-in, first-out (“FIFO”). The Company evaluates inventory for excess or obsolescence and records valuation allowances when necessary. No such allowances were recorded as of June 30, 2026 or December 31, 2025, as inventory turnover has been sufficient to support recoverability. No inventory write-downs were required.
 

Finished goods inventory is maintained at a third-party warehouse. Management reconciles inventory records maintained by the warehouse provider to the Company
s accounting records on a monthly basis to verify the completeness and accuracy of inventory balances.

 
Inventory in transit is included in inventory as of the last day of the reporting period when title transfers to the Company at the shipping point, in accordance with the Company’s contractual shipping terms.
 
Revenue Recognition
 
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers. Revenue from product sales is recognized when control of the promised goods is transferred to the customer, which generally occurs upon shipment or delivery in accordance with the applicable shipping terms.
 
Each sale is based on a customer purchase order. Collectively, the purchase order and the Company’s standard terms and conditions constitute the contract with the customer. The Company’s contracts generally include a single performance obligation, which is the delivery of products.
 
The transaction price is the amount stated in the purchase order and reflects the consideration the Company expects to receive. The Company does not have material variable consideration, significant financing components, or multiple performance obligations. Payments are typically due within 30 days of delivery.
 
For sales shipped FOB shipping point, control transfers upon shipment. For sales shipped FOB destination, control transfers upon delivery at the customer’s location.
 
The Company has not historically experienced material returns and, accordingly, has not recorded a reserve for returns.
 
 
F-6
 
 
Shipping and Handling Costs
 
Shipping and handling costs incurred to move finished goods from the Company’s sales distribution centers to customer locations are included in selling, general, and administrative expenses in the Statements of Operations.
 
Net Income Per Common
S
hare
 
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 available to common stockholders by the weighted-average number
 
of
 
share
s
of common
stock
outstanding 
during
the period. Diluted EPS is based on the weighted
-
average number of shares of common stock and common stock equivalents outstanding during the periods. Diluted earnings per share equals basic earnings per share because the Company has no potentially dilutive securities.
 
 
Stock-Based Compensation
 
The Company accounts for non-cash, restricted stock compensation in accordance with ASC Topic 718, Compensation—Stock Compensation. Compensation cost is measured at the grant-date fair value, based on the closing price of the Company’s common stock on the grant date, and is recognized over the requisite service period.

 
Non-cash, restricted stock compensation expense is included in selling, general, and administrative expenses in the
condensed
statements of operations.


Income Taxes
 
The Company accounts for income taxes using the asset-and-liability method in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for temporary differences between the financial-statement and tax bases of assets and liabilities and are measured using enacted tax rates expected to apply when such differences reverse. Deferred tax assets are reduced by a valuation allowance when it is more likely than not that such assets will not be realized.
 
As of June 30, 2026, the Company
recognized a net
deferred tax asset of $
765,997
. As of
D
ecember
3
1
, 2025, the Company had deferred tax assets of $918,141
, which were fully offset by a valuation allowance, resulting in no net deferred tax asset recognized in the balance sheet
.
The Company did not have any deferred tax liabilities as of June 30, 2026, or
December
 3
1
, 2025.
 
The Company recognizes interest and penalties related to income taxes, if any, as a component of income tax expense. As of June 30, 2026, and December 31, 2025, the Company had no accrued interest or penalties related to income taxes and is not currently under examination by any federal or state taxing authorities.
 
 
F-7
 
Fair Value of Financial Instruments
 
The carrying amounts of financial instruments, which include cash, accounts receivable, accounts payable, and accrued expenses, approximate their fair values due to their short-term nature.
 
Recently Issued Accounting Pronouncements
 
The Company evaluates new accounting pronouncements to determine their impact on the financial statements.

 
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280), which expands required segment disclosures.  The Company adopted the guidance effective January 1, 2025. The adoption did not have a material impact on the Company’s financial statements other than expanded disclosures.
 
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740), which enhances income tax disclosure requirements. The Company adopted the guidance effective January 1, 2025. The adoption did not have a material impact on the Company’s financial statements other than expanded disclosures.
 
The adoption of other recently issued accounting pronouncements is not expected to have a material impact on the Company’s financial statements.
 
NOTE 3 – SEGMENT REPORTING
 
Adoption of ASU 2023-07
 
Effective January 1, 2025, the Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require enhanced disclosures regarding significant segment expenses, the title and role of the Chief Operating Decision Maker (“CODM”), and other segment items. The amendments were applied retrospectively to all periods presented. The adoption did not change the Company’s identification of its operating and reportable segment and did not have a material impact on the Company’s financial position, results of operations, or cash flows.
 
Operating and Reportable Segment
 
The Company operates as a single reportable segment.
 
Chief Operating Decision Maker
 
The Company’s Chief Executive Officer serves as the CODM. The CODM evaluates performance and allocates resources based on consolidated financial information.
 
Measure of Segment Profit
 
The measure of segment profit used by the CODM is consolidated net income, consistent with the amount reported in the Company’s Statements of Operations. This measure is used to assess performance and determine resource allocation.
 
The Company does not present additional segment-level measures of profit because no other measures are regularly reviewed by the CODM for decision-making purposes.
 
Significant Segment Expenses
 
In accordance with ASU 2023-07, the following expense categories are significant expenses that are regularly provided to the CODM and are included within operating expenses in the Statements of Operations:
 
E-commerce fulfillment fees
Freight and delivery expenses
Compensation expenses
These amounts are further described in Note
7
, Selling, General, and Administrative Expenses.
 
 
F-8
 
 
Other Segment Items
 
Other segment items consist of the remaining operating expenses not separately disclosed above, together with interest expense and income tax expense (benefit), which are not individually reviewed by the CODM as separate components for purposes of evaluating segment performance.
 
NOTE 4 – COMMITMENTS AND CONTINGENCIES
 
Contingent Obligation Under Employment Agreement
 
Pursuant to the Employment Agreement between the Company and its Chief Executive Officer, if certain termination events specified in the agreement were to occur, the Company could be required to provide cash payments of $712,500 and issue 1,140,000 shares of its common stock.
 
Because the obligation is contingent upon future events that had not occurred as of June 30, 2026, no liability has been recognized in accordance with ASC 450, Contingencies.
 
NOTE 5 – STOCKHOLDERS’ EQUITY
 
The Company has authorized 10,000,000 shares of common stock having a par value of $0.001.
 
Restricted Stock Issuances
 
The table below summarizes the restricted
,
non-trading common stock awards during the six months ended June 30, 2026 and 2025:
 
Restricted
,
Non-Trading Common Stock Awards
Officers and Directors
Six Months Ended June 30
 
2026
 
 
2025
 
 
 
Price
 
 
Shares
 
 
Amount
 
 
 
 
 
Price
 
 
Shares
 
 
Amount
 
Q1
 
 
 
 
 
 
 
 
 
 
 
 
 
Q1
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Glenn Simpson
 
$
0.81
 
 
 
90,000
 
 
$
72,900
 
 
 Glenn Simpson
 
 
$
-
 
 
 
-
 
 
$
-
 
Total
 
 
 
 
 
 
90,000
 
 
$
72,900
 
 
 
Total
 
 
 
 
 
 
-
 
 
 
-
 
 
$
-
 
Q2
 
 
 
 
 
 
 
 
 
 
 
 
 
Q2 
 
 
 
 
 
 
 
 
 
 
 
 
 
Glenn Simpson
 
$
0.66
 
 
 
60,000
 
 
$
39,600
 
 
 Glenn Simpson
 
 
$
-
 
 
 
-
 
 
$
-
 
Total
 
 
 
 
 
 
150,000
 
 
$
112,500
 
 
 Total
 
 
 
-
 
 
 
-
 
 
$
-
 
 
The fair value of restricted, non-trading stock awards issued during the six months ended June 30, 2026 was determined based on the closing market price of the Company’s common stock on the grant date. The restricted, non-trading stock awards vested immediately upon grant, and accordingly, the full fair value was recognized as non-cash, restricted stock compensation expense during the period in accordance with ASC 718. Such expense is included in selling, general, and administrative expenses in the accompanying statements of operations. See Note 2 for further information regarding the Company’s non-cash, restricted stock compensation policy.
 
Stock Transactions
 
During the six
 
months
ended June 30, 2026, the Company issued 150,000 shares of restricted, non-trading common stock to Glenn Simpson pursuant to the terms of his employment agreement. The shares had an aggregate fair value of $112,500, based on the quoted OTC market price of the Company’s common stock on the grant dates. Of this amount, $24,300 represented a performance bonus that was accrued during 2025 and settled through the issuance of restricted
,
non-trading common
stock
in 2026. The remaining $88,200 represented compensation expense during the six
 months
ended June 30, 2026. The Company’s common stock
closed at
$0.81 per share on November 17, 2025
,
and $0.66 per share on April 8,
2026, which were the respective grant dates used to determine the fair value of the awards.
 
During the six months ended June 30, 2025, the Company did not issue any shares of restricted, non-trading common stock to officers and directors of the Company.
 
The Company repurchased
 and retired
20,605 shares of its common stock from a s
tock
holder during the six months ended June 30, 2026. The Company repurchased
 and retired
75,000 shares of its common stock from s
tock
holders during the six months ended June 30, 2025.
 
 
F-9
 
 
NOTE 6 – RELATED PARTY TRANSACTIONS
 
The Company engages in transactions with related parties in the ordinary course of business. Related parties include the Company’s directors, executive officers, and entities in which such individuals have a financial interest.
 
During the six months ended June 30, 2026, the Company issued 150,000 shares of restricted, non-trading common stock to its Chief Executive Officer pursuant to a 
non-cash, restricted stock
 
compensation arrangement. The shares vested immediately upon grant and had an aggregate fair value of $112,500 determined based on the quoted OTC market price of the Company’s common stock on the grant date. Of this amount, $24,300 represented a performance bonus that was accrued during 2025 and settled through the issuance of restricted
,
non-trading common
stock
in 2026. The remaining $88,200 represented compensation expense during the six
 
month
s
 ended June 30, 2026. The Company’s common stock
closed at
$0.81 per share on November 17, 2025
,
and $0.66 per share on April 8, 2026,
which were the respective grant dates used to determine the fair value of the awards.
 
The Company did not have comparable non-cash, restricted stock compensation transactions with related parties during the
six months ended
June 30, 2025.
 
On October 1, 2025, EQUATOR Beverage Company (the “Company”) entered into a loan agreement with Glenn Simpson (the “Lender”), who is considered a related party. Pursuant to the agreement, the Lender provided the Company with a loan in the principal amount of $340,000.
 
The loan bears interest at a rate of 9.25% per annum, calculated on the outstanding principal balance. The Company is required to make monthly payments consisting of (i) principal in the amount of $10,000
,
representing the minimum required payment under the agreement;
and (ii) accrued interest on the remaining unpaid balance. Payments commenced on October 1, 2025, and continue on a monthly basis until the loan is fully repaid.
  The loan does not have a stated maturity date.
 
Based on the required monthly principal payments, the outstanding balance would be repaid over the remaining amortization period unless prepaid.
 
The Company may prepay all or a portion of the outstanding balance at any time without penalty. Prepayments are applied first to accrued interest and then to principal.
 
In the event of default, defined as a failure to make a required payment within 15 days of its due date, the Lender has the right to declare the entire outstanding balance, together with accrued interest, immediately due and payable.
 
The Company classified the outstanding loan balance as a current liability as of June 30, 2026. Although the loan does not have a stated maturity date, the agreement requires minimum monthly principal payments of
$10,000 
and permits additional principal payments without penalty. Based on the required payments and the Company’s historical payment pattern, management expects the outstanding balance to be repaid within 12 months.
 
As of June 30, 2026, the loan payable to Mr. Simpson was $160,000, which was a decrease of $180,000 from the December 31, 2025 balance of $340,000.
 
NOTE 7 – SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A)
 
The material components of selling, general, and administrative expenses for the three months ended June 30, 2026 and 2025 were as follows:
 
 

 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
June 30,
 
 
2026 SG&A
 
 
2026 % of SG&A
 
 
2025 SG&A
 
 
2025 % of SG&A
 
E-commerce Fulfillment Fees
 
$
179,834
 
 
 
38
%
 
$
131,125
 
 
 
42
%
Compensation Expenses
 
$
85,550
 
 
 
18
%
 
$
67,410
 
 
 
22
%
Freight and Delivery Expenses
 
$
52,975
 
 
 
11
%
 
$
37,812
 
 
 
12
%
 
 
F-10
 
 
NOTE 8 – INCOME TAXES
 
The Company accounts for income taxes in accordance with Accounting Standards Codification ("ASC") 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss carryforwards. Deferred tax assets are measured using enacted tax rates expected to apply in the periods in which the assets are expected to be realized.
 
Management evaluates the realizability of deferred tax assets at each reporting date based on all available positive and negative evidence. In accordance with ASC 740, greater weight is given to objectively verifiable evidence than to subjective evidence or projections.
 
As of June 30, 2026, management concluded that sufficient objectively verifiable positive evidence exists to support the realization of the Company’s deferred tax assets and that a valuation allowance is no longer required.
 
Management's conclusion is based upon the following factors:
 
The Company has generated forty-two consecutive months of taxable income, which management considered objective positive evidence in evaluating the realizability of its deferred tax assets.
 
During the six months ended June 30, 2026, the Company generated taxable income and utilized a portion of its federal and state net operating loss carryforwards. Management believes the utilization of these tax attributes provides objective evidence that the deferred tax assets are being realized through current taxable earnings rather than relying solely on future projections.
 
The Company generated positive cash flows from operating activities during the six months ended June 30, 2026, which management considered positive evidence.
 
As of June 30, 2026, the Company had positive working capital and stockholders’ equity, which management considered additional positive evidence.
 
Management also considered the Company’s recent improvements in revenue, gross profit, gross margin, and operating income.
 
Management also considered the nature of certain non-cash expenses recognized during the evaluation period. During the six months ended June 30, 2026, the Company recognized
non-cash, restricted stock
compensation expense in accordance with ASC 718. These non-cash charges did not require the expenditure of cash, did not reduce the Company’s liquidity, did not impair its ability to satisfy operating obligations, purchase inventory, invest in growth initiatives, or generate future taxable income. Management considered the non-cash nature of these charges in evaluating the positive and negative evidence regarding the realizability of the Company’s deferred tax assets.
 


F-11


The
Company’s
remaining federal and state net operating loss carryforwards have substantial remaining statutory lives before expiration. Based upon the
Company’s
demonstrated operating performance and current financial condition, management believes sufficient future taxable income will be generated to fully utilize these tax attributes before expiration.
 
Management also considered the Company’s cumulative historical losses as significant negative evidence. After weighing this negative evidence against the Company’s recent profitability, taxable income, utilization of net operating loss carryforwards, positive operating cash flows, and improved financial position, management concluded that it is more likely than not that the deferred tax assets will be realized.
 
After weighing all available positive and negative evidence in accordance with ASC 740, management concluded that sufficient objectively verifiable positive evidence exists to overcome the significant negative evidence represented by cumulative historical losses. Accordingly, management determined that it is more likely than not that the Company’s deferred tax assets will be fully realized before expiration.
 
Accordingly, effective June 30, 2026, the Company released its valuation allowance in full and recognized its deferred tax assets in accordance with ASC 740.
 
Management will continue to evaluate the realizability of deferred tax assets at each reporting date based on all available evidence and will adjust its conclusions prospectively should future facts and circumstances warrant.
 
The following table presents the activity in the Company’s Net Operating Loss Carryforward and Deferred Tax Assets for the six months ended June 30, 2026 and 2025:

 
 
 
 
2026
 
 
2025
 
Net Operating Loss Carryforward, January 1
 
 
$
3,062,416
 
 
$
3,549,884
 
Taxable Income, January 1 to June 30
 
 
 
507,146
 
 
 
241,435
 
Net Operating Loss Carryforward, June 30
 
 
$
2,555,270
 
 
$
3,308,449
 
Gross
Federal Deferred Tax Asset, January 1
 
 
 
643,108
 
 
 
745,476
 
Federal Tax Expense as of June 30 (21% Tax Rate)
 
 
 
(106,501
)
 
 
(50,701
)
Gross
Federal Deferred Tax Asset, June 30
 
 
$
536,607
 
 
$
694,775
 
State of New Jersey Deferred Tax Asset, January 1
 
 
 
275,033
 
 
 
318,681
 
State of New Jersey Tax Expense as of June 30 (9% Tax Rate)
 
 
 
(45,643
)
 
 
(21,729
)
State of New Jersey Deferred Tax Asset, June 30
 
 
$
229,390
 
 
$
296,952
 
Total Deferred Tax Asset, June 30
 
 
$
765,997
 
 
$
991,727
 
Valuation Allowance
 
 
 

-

 
 

(991,727
)
Total Deferred Tax Asset, Net Allowance
 
 
$
 
765,997
 
 
$
-
 
Total Tax Expense
 
 
$
152,144
 
 
$
72,430
 
Tax Shield Applied:
 
 
 
 
 
 
 
 
 
 
Federal Tax as of June 30 (21% Tax Rate)
 
 
 
(106,501
)
 
 
(50,701
)
State of New Jersey Tax as of June 30 (9% Tax Rate; limited to 80% NOL utilization)
 
 
 
(36,514
)
 
 
(17,384
)
Total Tax Shield Applied
 
 
$
(143,015
)
 
$
(68,085
)
Income Tax Expense
 
 
$
 
9,129
 
 
$
4,345
 
 
The table below shows the reconciliation of Net Income per Books to Taxable Income:
 
 
 
2026
 
 
2025
 
Net Income before Taxes
 
$
418,946
 
 
$
241,435
 
Stock Awards
 
 
88,200
 
 
 
-
 
Taxable Net Income
 
$
507,146
 
 
$
241,435
 

The release of the valuation allowance resulted in the recognition of a deferred income tax benefit of
$765,997
during the six months ended June 30, 2026. After recognizing current income tax expense of
$9,129
,
the Company recorded a net income tax benefit of
$756,868
 
for the six-month period.
 
NOTE 9 – SUBSEQUENT EVENTS 
 
Subsequent to June 30, 2026, the Company made
 
$120,000
of principal payments on the related-party loan payable to its Chief Executive Officer, reducing the outstanding balance from
$160,000 to
$40,000 as of the date of this report.

 

F-12
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A) provides a narrative explanation of the Company’s financial statements and is intended to enhance understanding of its operating performance, financial condition, liquidity, and capital resources.
 
The Company’s operating results improved during the six months ended June 30, 2026. Revenue increased 16% year-over-year, gross margin expanded to 54%, and the Company generated positive operating income and net income. These results were driven by operating efficiencies, improved distribution execution, and continued customer demand for the Company’s beverage portfolio. 
 
Management continues to monitor potential risks, including volatility in freight costs, oil and fuel prices, input costs, and consumer demand, as well as uncertainty surrounding U.S. trade and tariff policies and geopolitical developments, including the conflict involving Iran and the broader Middle East. These factors could disrupt global shipping routes, increase transportation and logistics costs, affect product availability, and adversely affect the Company’s supply chain, margins, operating results, and cash flows in future periods.
Forward-Looking Statements
This Management’s Discussion and Analysis contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Company’s future operating performance, scalability, margin trends, demand for its products, and anticipated business and market conditions. Forward-looking statements are based on management’s current expectations, estimates, projections, and assumptions and are subject to significant risks, uncertainties, and other factors that could cause actual results to differ materially from those expressed or implied by such statements. These factors include, among others, changes in consumer preferences, competitive conditions, freight and commodity cost volatility, supply chain disruptions, inflationary pressures, regulatory developments, and general economic conditions. The Company undertakes no obligation to update any forward-looking statements, except as required by applicable law.
Company Overview
EQUATOR Beverage Company is a Delaware corporation headquartered in Jersey City, NJ. The Company is engaged in the development, production, distribution, and marketing of a portfolio of beverage products.
4
Products
The Company’s beverage portfolio includes ready-to-drink beverage products. EQUATOR’s products are Non-GMO Project Verified and USDA Organic certified and are formulated to meet consumer demand for functional, clean-label, and premium beverage products.
A core offering within the Company’s portfolio is MOJO Coconut Water. Each 11-ounce serving contains five electrolytes and naturally occurring vitamins B and C and contains no preservatives.
In addition to coconut water, the Company produces coconut water + pineapple juice, coconut water + mango juice, organic coconut water, sparkling coconut water citrus, energy sparkling blood orange, energy sparkling pink grapefruit, and chocolate coconut water.
Sustainability and Packaging
Sustainability is a core component of EQUATOR’s business strategy. The Company uses recyclable packaging for its beverage products. EQUATOR’s products are plant-based and made from renewable resources.
CURRENT OPERATIONS
Markets and Distribution
EQUATOR Beverage Company distributes its products in North America, the Caribbean, and Bermuda through a combination of third-party distributors and retail channels. EQUATOR continues to evaluate opportunities to expand its geographic presence and strengthen its distribution network in existing and new markets. The Company seeks to grow the market share of its products by expanding its hybrid distribution network through the relationships and efforts of its management, third-party partners, and broker networks, as well as through new products and packaging.
Production

The Company utilizes multiple manufacturing sources. Fruit quality is a key contributor to the overall taste and quality of its products. Currently, the Company has multiple production facilities from which it can source products. Each facility is capable of meeting anticipated demand levels.


Competition
The beverage industry is competitive. Competitors in the Company’s market compete for brand recognition, ingredient sourcing, product shelf space, and e-commerce page rankings. Competition is based on price, quality, innovation, distribution, and brand recognition.
Government Regulation
Within the United States, beverages are regulated by the U.S. Food and Drug Administration (the “FDA”). As such, it is necessary for the Company to establish, maintain, and make available for inspection records as well as to develop labels (including nutrition information) that meet FDA requirements. The Company’s production facilities are subject to FDA regulation.
Employees
As of June 30, 2026, the Company had two employees and utilized third-party service providers for manufacturing, logistics, and professional services.
5
Results of Operations
Three Months Ended June 30, 2026 and 2025
Revenue
 
Revenue for the quarter ended June 30, 2026 increased 14% to $1,259,453 from $1,102,577 for the quarter ended June 30, 2025. The increase was driven primarily by higher sales volume. Cases sold of the Company’s largest SKU increased 9% year over year and contributed to the increase in revenue.
 
Cost of Sales and Gross Margin
 
Cost of sales totaled $546,776, representing 43% of revenue, compared to 57% in the prior year.
Gross margin increased to 57% from 43%, primarily due to lower freight costs, supply chain efficiencies, and a more favorable product mix
.
 
Operating Expenses
 
Operating expenses increased to $473,970 for the quarter ended June 30, 2026, compared to $309,045 in the prior year. The increase in operating expenses was primarily attributable to higher e-commerce selling fees, increased marketing expenses, higher warehouse costs associated with expanded storage needs, and non-cash restricted stock compensation.


Other Income
 
For the three months ended June 30, 2026, the Company recognized other income of $4,972 due to tariff-related recoveries associated with previously paid import duties during the period. In accordance with U.S. GAAP, these amounts are presented within other income in the accompanying condensed financial statements. Management believes these recoveries are non-recurring in nature.
 
Net Income
Net income for the quarter ended June 30, 2026
,
was $999,699, compared to $153,056 for the quarter ended June 30, 2025. The increase of $846,643 primarily reflected the recognition of an income tax benefit associated with the release of the Company’s deferred tax asset valuation allowance, together with higher gross profit and operating income. 
The deferred income tax benefit was a non-cash accounting adjustment and did not affect cash generated from operations.
Six Months Ended June 30, 2026 and 2025
Revenue
For the six months ended June 30, 2026, the Company reported revenue of $2,220,937, an increase of $300,612, or 16% from revenue of $1,920,325 for the six months ended June 30, 2025. The increase in revenue was primarily attributable to higher sales volume across the Company’s product portfolio during the second quarter of 2026
, improved e-commerce performance, and expanded distribution.
Cost of Sales and Gross Margin
 

For the six months ended June 30, 2026, cost of sales was $1,014,626, or 46% of revenue, compared to $1,126,694, or 59% of revenue from the same period in 2025.  The reduction in cost of sales as a percentage of revenue reflects improved operating efficiencies and contributed to a significant improvement in gross margin during the current period. Future gross margins will depend on factors including sales volume, product mix, input costs, freight costs, and overall market conditions.


Operating Expenses

Operating expenses increased to $893,302 for the six months ended June 30, 2026, compared to $540,223 in the prior year. Excluding non-cash, restricted stock compensation, cash operating expenses rose 49%, primarily driven by higher e-commerce selling fees in line with a 50% increase in e-commerce revenue, increased marketing spend, and higher warehouse costs associated with expanded storage needs.


Other Income

For the six months ended June 30, 2026, the Company recognized other income of $117,264 due to tariff-related recoveries associated with previously paid import duties during the period. In accordance with U.S. GAAP, these amounts are presented within other income in the accompanying condensed financial statements. Management believes these recoveries are non-recurring in nature.
6
Net Income
 
Net income for the six months ended June 30, 2026, was $1,175,814, compared to $237,090 for the same period in 2025. The increase of $938,724 primarily reflected the recognition of an income tax benefit associated with the release of the deferred tax asset valuation allowance, higher gross profit, and higher other income, partially offset by higher operating expenses.
 
Net income for the period included a non-recurring, non-cash income tax benefit of $756,868 resulting from the release of the Company's valuation allowance against deferred tax assets. 
 
Liquidity and Capital Resources
 
As of June 30, 2026, the Company had working capital of $1,056,655 and cash and cash equivalents of $73,757. Net cash provided by operating activities was $55,935 for the six months ended June 30, 2026, compared to net cash used in operating activities of $263,091 for the six months ended June 30, 2025. Based on its current operating plans, management believes that existing cash and cash equivalents, together with cash expected to be generated from operations, will be sufficient to meet the Company’s anticipated working capital requirements.
 
Borrowings
 
Borrowings under the Company’s credit arrangements decreased from $340,000 at December 31, 2025 to $160,000 as of June 30, 2026. Management believes expected cash flows from operations will be sufficient to meet its anticipated capital requirements. The Company intends to continue reducing outstanding borrowings during fiscal 2026.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company does not currently have material exposure to market risk arising from derivative instruments or foreign currency exchange rates. The Company is, however, exposed to fluctuations in freight, transportation, raw material, and other input costs, as discussed elsewhere in this report.
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act of 1934 (the “Exchange Act”) is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.
Under the supervision and with the participation of management, including the Company’s principal executive and principal financial officer, the Company evaluated the effectiveness of its disclosure controls and procedures as of June 30, 2026. Based on that evaluation, the principal executive and principal financial officer concluded that the Company’s disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2026. In reaching this conclusion, management considered the material weaknesses in internal control over financial reporting described below and the compensating controls implemented by the Company.

Management's Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States. Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements.
Based on management’s evaluation under the criteria set forth in the Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”), as previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, management concluded that the Company’s internal control over financial reporting was not effective as of December 31, 2025 due to the following material weaknesses:
 
·
Segregation of duties and governance.
 Limited segregation of duties and independent oversight resulting from the Company’s size and limited number of personnel, including concentration of financial reporting responsibilities.
7
·
Technical accounting review.
 Limited independent technical accounting oversight and the absence of a formal secondary review process for complex or non-routine transactions, including transactions involving significant estimates or specialized accounting guidance.
 
These material weaknesses create a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.
Management is implementing measures to enhance its internal control over financial reporting, including strengthening review controls and supplementing its financial reporting process with additional independent technical accounting support.
Notwithstanding the material weaknesses described above, management believes that the condensed financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, the Company’s financial position, results of operations, and cash flows for the periods presented in conformity with U.S. generally accepted accounting principles.
Management also evaluated the effectiveness of the Company’s disclosure controls and procedures as of June 30, 2026. Based on that evaluation, management concluded that disclosure controls and procedures were effective in providing reasonable assurance that information required to be disclosed is recorded, processed, summarized, and reported within the time periods specified by the SEC’s rules and forms.
While material weaknesses in internal control over financial reporting existed as of December 31, 2025, management implemented
additional
compensating controls during the quarter ended June 30, 2026, which supported its conclusion that disclosure controls and procedures were effective as of June 30, 2026.
Changes in Internal Control over Financial Reporting
There were no changes in the Company’s internal control over financial reporting during the quarter ended June 30, 2026 that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
8
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
The Company is not currently a party to any material legal or administrative proceedings and is not aware of any material proceedings pending or threatened against it.
ITEM 1A. RISK FACTORS
There have been no material changes to the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, except as set forth below.
In addition to the other information set forth in this report, you should consider the following factors, which could materially affect the Company’s business, financial condition, or results of operations in future periods. The risks described below are not the only risks facing the Company. Additional risks not currently known to the Company or that it currently deems to be immaterial also may materially adversely affect its business, financial condition, or results of operations in future periods.
RISKS RELATED TO OPERATIONS
Adverse Economic and Geopolitical Conditions
The Company’s business, financial condition, and results of operations may be affected by adverse economic and geopolitical conditions, including inflation, commodity and energy price volatility, trade restrictions, tariffs, armed conflicts, and disruptions to international shipping. These conditions may increase product and transportation costs, disrupt the Company’s supply chain, reduce consumer demand, or adversely affect sales and profitability.
Competition
The Company operates in a highly competitive beverage industry. Competitive pressures may limit its ability to increase prices, require increased promotional spending, or result in reduced market share. Growth in private-label products and e-commerce may increase price transparency and margin pressure. Failure to sustain brand strength, marketing effectiveness, and innovation could adversely affect revenues and operating results.
Innovation Risk
The Company’s growth depends on successfully developing, launching, and marketing new products and enhancing existing offerings. Failure to anticipate consumer preferences, protect intellectual property, or avoid infringement claims may impair growth objectives and negatively impact financial results.
Retail and Customer Concentration
Retail consolidation, expansion of discounters, and growth in digital commerce may increase pricing pressure and promotional demands. Inability to adapt to evolving retail channels or maintain key retail and food service relationships, including the loss of significant customers, could adversely affect sales, volume growth, and profitability.
 
9
Supply Chain and Input Cost Volatility
The Company’s operations depend on the availability of ingredients, agricultural commodities, packaging, energy, transportation, and labor, some of which are sourced from limited suppliers. Supply disruptions, adverse weather, climate change, disease, labor disputes, trade restrictions, geopolitical instability, cybersecurity incidents, or other external events may increase costs or interrupt supply. Input costs are volatile, and price increases, hedging, or productivity measures may not fully offset higher costs. Sustained cost increases or supply interruptions could materially and adversely affect its financial condition and results of operations.
Third-Party Risks
The Company relies on third-party suppliers, distributors, and service providers. Their failure to meet contractual, operational, cybersecurity, regulatory, or compliance obligations may expose the Company to financial, legal, operational, and reputational risks, which could adversely affect the Company’s results.
RISKS RELATED TO CONSUMER DEMAND FOR PRODUCTS
Evolving Consumer Preferences and Digital Commerce
Consumer preferences continue to evolve due to health, wellness, nutrition, sustainability, ingredient transparency, demographic changes, lifestyle trends, and competitive pricing pressures. Perceptions regarding ingredients, packaging, environmental and social impact, and third-party studies—whether scientifically valid or not—may adversely affect demand.
In addition, rapid growth in e-commerce, mobile applications, and digital platforms is changing shopping behaviors. Failure to anticipate or respond effectively to evolving product expectations and digital purchasing trends, or delays in executing digital transformation initiatives, could reduce market share, revenue growth, and overall financial performance.
RISKS RELATED TO REGULATORY AND LEGAL MATTERS
Packaging and Environmental Regulations
Changes in laws governing beverage containers and packaging, including deposit schemes, recycling mandates, recycled content requirements, ecotaxes, product stewardship obligations, PFAS restrictions, and prohibitions on certain plastics, may increase costs and require modifications to manufacturing, packaging, or distribution. Widespread adoption of such measures could reduce net operating revenues and profitability.
Labeling, Marketing, and Product Restrictions
New or expanded labeling, warning, or marketing restrictions relating to health, environmental, or ingredient concerns may inhibit product sales. For example, requirements under California’s Proposition 65 or similar laws could necessitate warning labels, potentially resulting in adverse consumer reaction, negative publicity, and reduced sales.
Litigation and Legal Proceedings
The Company is subject to litigation and regulatory proceedings relating to advertising, product labeling, competition, pricing, intellectual property, tax, environmental, and employment matters. Outcomes are inherently uncertain and may result in material liabilities, penalties, or reputational harm.
Compliance and Anti-Corruption Risks
The Company sources products from Vietnam. These sourcing activities involve relationships with third-party manufacturers, suppliers, and logistics providers and are therefore subject to applicable anti-corruption, anti-bribery, trade, and import laws. Failure to comply with such laws could result in fines, penalties, or reputational harm.
10
Intellectual Property Protection
The Company’s trademarks, formulas, and other intellectual property are critical assets. Inadequate protection, infringement, misappropriation, or adverse legal developments could impair brand value, competitiveness, and financial performance, and may result in costly litigation.
RISKS RELATED TO FINANCE, ACCOUNTING AND INVESTMENTS
Failure to Achieve Long-Term Growth Objectives
The Company has publicly announced long-term growth objectives based on assumptions regarding sales potential, pricing, and product mix. If it is unable to realize anticipated demand, maintain favorable pricing, or achieve the expected product mix, it may not meet these objectives. Failure to achieve stated growth targets could adversely affect the Company’s financial performance and the market value of its securities.
RISKS RELATED TO INFORMATION TECHNOLOGY AND DATA PRIVACY
The Company relies on internal and third-party information systems, including cloud-based services, to support its operations, financial reporting, and supply chain. Cybersecurity incidents, system failures, or disruptions—whether caused by cyberattacks, human error, insider misconduct, natural disasters, geopolitical events, or third-party vulnerabilities—could disrupt operations, delay financial reporting, result in unauthorized access to or disclosure of confidential or personal data, and lead to regulatory investigations, litigation, remediation costs, fines, reputational harm, and lost revenues. The Company is also subject to evolving privacy and data protection laws. Compliance obligations may increase costs and require operational changes, and noncompliance or unauthorized disclosure of personal data could adversely affect its business, financial condition, or results of operations.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None
.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None
.
ITEM 4. MINE SAFETY DISCLOSURES
None
.
11
ITEM 5. OTHER INFORMATION
Corporate Governance Update
On April 20, 2026, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. The amended documents are filed as Exhibits 3.1 and 3.2 to this report.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Company’s common stock is quoted on the OTCQB under the symbol MOJO.
For the period from January 1, 2025 through June 30, 2026, the following table sets forth the high and low closing stock prices by quarter, based upon information obtained from interdealer quotations without retail markup, markdown, or commission and may not necessarily represent actual transactions:
Period
 
Close
 
 
High
 
 
Low
 
 
VWAP*
 
 
Shares
Traded
 
April 1 to June 30, 2026
 
$
1.10
 
 
$
1.29
 
 
$
0.52
 
 
$
0.90
 
 
 
175,158
 
January 1 to March 31, 2026
 
$
0.89
 
 
$
1.39
 
 
$
0.53
 
 
$
1.06
 
 
 
336,160
 
October 1 to December 31, 2025
 
$
0.79
 
 
$
1.41
 
 
$
0.37
 
 
$
0.70
 
 
 
441,818
 
July 1 to September 30, 2025
 
$
1.14
 
 
$
1.42
 
 
$
0.88
 
 
$
1.12
 
 
 
557,081
 
April 1 to June 30, 2025
 
$
1.06
 
 
$
1.08
 
 
$
0.72
 
 
$
0.86
 
 
 
238,496
 
January 1 to March 31, 2025
 
$
0.84
 
 
$
1.30
 
 
$
0.80
 
 
$
0.94
 
 
 
138,425
 
*Volume-weighted average price


Stockholders


As of June 30, 2026, there were 79 stockholders of record of the Company’s common stock and 9,509,655 shares of common stock issued and outstanding.


Dividends
The Company has not declared a cash dividend with respect to its common stock. Future payment of dividends is within the discretion of the board of directors and will depend on earnings, capital requirements, financial condition, and other relevant factors.
Recent Sales of Unregistered Securities, Use of Proceeds from Registered Securities
There were no sales of unregistered securities during the quarters ended June 30, 2026 and 2025.
Issuer Purchases of Equity Securities
Since January 1, 2018, the Company has repurchased 1,105,072 shares of its common stock.
During the six months ended June 30, 2026, the Company repurchased 20,605 shares of its common stock compared
with
75,000 shares
during the six months ended June 30, 2025
.
 
12
ITEM 6. EXHIBITS
Financial Statement Schedules
The financial statements of EQUATOR Beverage Company are listed in the Index to Financial Statements on this quarterly report on Form 10-Q beginning on page F-1.
The following Exhibits are being filed with this Quarterly Report on Form 10-Q:
Exhibit No.
 
SEC
Report
Reference
Number
 
Description








 
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
(1)
Filed herewith
 
13
SIGNATURES
In accordance with 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, thereunto duly authorized.
 
 
EQUATOR BEVERAGE COMPANY
 
 
 
 
 
Dated:
August 11, 2026
By:
/s/ Glenn Simpson
 
 
 
Glenn Simpson,
Chairman and Chief Executive Officer
(Principal Executive and Principal Financial Officer)
 
  
14

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EXHIBIT 3.1

EXHIBIT 3.2

EXHIBIT 31.1

EXHIBIT 32.1

XBRL TAXONOMY EXTENSION SCHEMA

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