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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: 

March 31, 2026



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

☒

☐

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

☒

☐

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





May

2026, there were 9,449,655 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)	3
	Condensed Balance Sheets	F-1
	Condensed Statements of Operations	F-2
	Condensed Statements of Cash Flows	F-3
	Condensed Statements of Changes in Stockholders’ Equity	F-4
	Notes to Condensed Financial Statements	F-5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7
	PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	11
Item 3.	Defaults Upon Senior Securities	11
Item 4.	Mine Safety Disclosures	11
Item 5.	Other Information	12
Item 6.	Exhibits	13

SIGNATURES		14

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.

EQUATOR BEVERAGE COMPANY

Condensed Balance Sheets (Unaudited)

As of March 31, 2026 and December 31, 2025

	March 31, 2026			December 31, 2025
Assets
Current Assets
Cash	$	126,670		$	219,457
Accounts and other receivables		418,856			349,822
Inventory		504,695			508,301
Supplier deposits		95,935			52,329
Prepaid expenses		57,133			61,137
Total Current Assets	$	1,203,289		$	1,191,046
Total Assets	$	1,203,289		$	1,191,046
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accrued expenses	$	189,936		$	295,073
Related party loans		230,000			340,000
Total Current Liabilities		419,936			635,073
Commitments and Contingencies – Refer to Note 4
Stockholders’ Equity
Common stock, 10,000,000 shares authorized at $0.001 par value 9,449,655 and 9,380,260 shares issued and outstanding, at March 31, 2026 and December 31, 2025, respectively		9,450			9,381
Additional paid-in capital		25,158,958			25,107,762
Accumulated deficit		(24,385,055	)		(24,561,170	)
Total Stockholders’ Equity		783,353			555,973
Total Liabilities and Stockholders’ Equity	$	1,203,289		$	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 March 31, 2026 and 2025

	2026			2025
Revenue	$	961,484		$	817,748
Cost of Revenue		467,850			497,005
Gross Profit		493,634			320,743

Operating Expenses
Selling, general , and administrative		419,331			231,178
Total Operating Expenses		419,331			231,178
Income from Operations		74,303			89,565
Interest Expense		(6,361	)		(3,991	)
Other Income		112,292			-
Income Before Provision for Income Taxes	$	180,234		$	85,574
Provision for Income Taxes (net) – Refer to Note 8		(4,119	)		(1,540	)
Net Income	$	176,115		$	84,034
Net Income Per Common Share, Basic and Diluted	$	0.02		$	0.01
Weighted Average Number of Common Shares Outstanding, Basic and Diluted		9,439,914			9,109,752

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

F-2

EQUATOR BEVERAGE COMPANY

Condensed Statements of Cash Flows (Unaudited)

For the Three Months Ended March 31, 2026 and 2025

	2026			2025
Cash Flows from Operating Activities:
Net income	$	176,115		$	84,034
Adjustments to Reconcile Net Income to Net Cash Provided by / (Used in) Operating Activities:
Restricted, non-trading common stock issued to directors and employees		72,900			840

Changes in Assets and Liabilities:
A ccounts receivable		(69,034	)		(68,849	)
I nventory		3,606			(266,536	)
S upplier deposits		(43,606	)		2,412
P repaid expenses		4,004			2,188
A ccounts payable and accrued expenses		(105,137	)		175,044
Net Cash Provided by / (Used in) Operating Activities		38,848			(70,867	)
Net Cash Provided by / (Used in) Financing Activities:
Shares repurchased for cancellation		(21,635	)		-
Proceeds from related party loan		-			193,000
Repayments of related party loan		(110,000	)		(20,000	)
Net Cash Provided by / (Used in) Financing Activities		(131,635	)		173,000

Net Increase / (Decrease) in Cash and Cash Equivalents		(92,787	)		102,133
Cash and Cash Equivalents at Beginning of Period		219,457			22,799
Cash and Cash Equivalents at End of Period	$	126,670		$	124,932
Supplemental Disclosure of Cash Flow Information:
Cash Paid for Interest	$	6,361		$	3,991

Summary of non-cash investing and financing activity:

During the quarter ended March 31, 2026, the Company issued 90,000 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 $72,900, based on the quoted OTC market price of the Company’s common stock on the grant date. The Company’s common stock price was $0.81 per share on November 17, 2025, the date the employment agreement was executed.

During the quarter ended March 31, 2025, the Company issued 841 shares of restricted common stock to third-party service providers pursuant to marketing service agreements. The shares had an aggregate fair value of $840. In accordance with the terms of the agreements, the number of shares issued was determined based on the volume weighted average price (“VWAP”) of the Company’s common stock for the applicable month, as published by the OTC.

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

F-3

EQUATOR BEVERAGE COMPANY

Condensed Statements of Changes in Stockholders’ Equity (Unaudited)

For the Three Months Ended March 31, 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		9 0,000			90			72,810						72,900
Stock repurchased and returned to Treasury		(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

					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

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

F-4

EQUATOR BEVERAGE COMPANY

Notes to Condensed Financial Statements (Unaudited)

March 31, 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

Use of Estimates

The financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash equivalents include investment instruments and time deposits purchased with a maturity of three months or less. The Company did not hold cash equivalents as of March 31, 2026 or December 31, 2025.

Accounts and Other Receivables

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 March 31, 2026 and December 31, 2025 was zero.

Other receivables consist of claims for recovery of tariffs previously paid on imported products. During the quarter ended March 31, 2026, the Company recorded a receivable of $112,292 related to expected refunds of certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), following a February 20, 2026 United States Supreme Court ruling concerning such tariffs. The Company filed related claims with U.S. Customs and Border Protection (“CBP”). Management believes the receivable is recoverable; however, recovery remains subject to CBP review and approval.

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 first-in, first-out (“FIFO”). The Company evaluates inventory for excess or obsolescence and records valuation allowances when necessary. No such allowances were recorded during the quarter ended March 31, 2026 or December 31, 2025, as inventory turnover has been sufficient to support recoverability.

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

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-5

Shipping and Handling Costs

Shipping and Handling Costs incurred to move finished goods from our sales distribution centers to customer locations are included in the line selling, general, and administrative expenses in our Statements of Operations.

Net Income Per Common Share

The Company computes per share amounts in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 260,

“

Earnings per Share.” ASC Topic 260 requires presentation of basic and diluted EPS. Basic EPS is computed by dividing the income available to common stockholders by the weighted-average number of common shares outstanding for the period. Diluted EPS is based on the weighted average number of shares of common stock and common stock equivalents outstanding during the periods. Diluted earnings per share equals basic earnings per share because the Company has no potentially dilutive securities.

Stock-Based Compensation

The Company accounts for stock-based 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.

Stock-based compensation expense is included in selling, general, and administrative expenses in the consolidated 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 March 31, 2026, the Company had deferred tax assets of $849,491. As of March 31, 2025, the Company had deferred tax assets of $1,038,484. The Company did not have any deferred tax liabilities as of March 31, 2026, or

December 31, 2025.

The Company recognizes interest and penalties related to income taxes, if any, as a component of income tax expense. As of March 31, 2026 and March 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-6

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, 2024. 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, 2024. 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, 202

, 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 Chief Executive Officer, who serves as 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 fulfil

ment fees

Freight and delivery expenses

Compensation expenses

These amounts are further described in Note 8, Selling, General, and Administrative Expenses.

F-7

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 dated July 1, 2025, between the Company and Mr. Simpson, in the event Mr. Simpson’s employment is terminated by the Company without cause, he would be entitled to receive $712,500 in cash and 1,140,000 shares of the Company’s common stock.

NOTE 5 – STOCKHOLDERS’ EQUITY

The Company has authorized 10,000,000 shares of common stock having a par value of $0.001.

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

The decrease in authorized shares and reverse stock split was approved by FINRA on October 27, 2025. All share and per share data has been retroactively adjusted to reflect the reverse stock split.

Restricted Stock Issuances

The table below summarizes the restricted non-trading common stock awards during the quarters ended March 31, 2026 and 2025:

Restricted Non-trading Common Stock Awards

Officers and Directors

January 1 to March 31

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				-	$	-

The fair value of restricted

, non-trading

stock awards issued during the quarter ended March 31, 2026 was determined based on the closing market price of the Company’s common stock on the grant date. The restricted

, non-trad

ing

stock awards vested immediately upon grant, and accordingly, the full fair value of $72,900 was recognized as stock-based 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 stock-based compensation policy.

Stock Transactions

During the quarter ended March 31, 2026, the Company issued 90,000 shares of restricted

non-trading

During the quarter ended March 31, 2026, the Company repurchased 20,605 shares of its common stock from shareholders. The Company did not repurchase any shares during the quarter ended March 31, 2025.

F-8

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 quarter ended March 31, 2026, the Company issued 90,000 shares of restricted

, non-trading

common stock to its Chief Executive Officer pursuant to a stock-based compensation arrangement. The shares vested immediately upon grant and had an aggregate fair value of $72,900, determined based on the quoted OTC market price of the Company’s common stock on the grant date. The stock price was $0.81 on November 17, 2025

when the employment agreement was signed. The full amount was recognized as stock-based compensation expense during the period and is included in selling, general

and administrative expenses in the accompanying statements of operations.

The Company did not have comparable stock-based compensation transactions with related parties during the quarter ended March 31, 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 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 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 believes that the terms of this loan, including the interest rate and repayment structure, are comparable to those that could have been obtained from unaffiliated third parties.

As of March 31, 2026, the loan payable to Mr. Simpson was $230,000

which was a decrease of $110,000 from the December 31, 2025 balance of $340,000.

NOTE 7 – SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES (SG&A)

Selling, General, and Administrative ("SG&A") expenses consist of all costs related to the general operation of the Company, excluding direct production costs. SG&A expenses include costs such as sales and marketing expenses, including e-commerce fulfi

lment fees, salaries, office expenses, shipping and handling costs, and other overhead costs necessary to support the Company's core business activities.

The table below presents the material components of SG&A expenses as a percentage of total

SG&A

expenses for the quarters ended March 31, 2026 and 2025:

	March 31, 2026			March 31, 2025
E-commerce Fulfi l lment Fees		33	%		38	%
Freight and Delivery Expenses		9	%		9	%
Compensation Expenses		20	%		29	%

F-9

NOTE 8 – INCOME TAXES

The Company’s income tax provision consists of current and deferred components. For the three months ended March 31, 2026, the Company recorded current tax expense of $68,650, offset by a deferred tax benefit of $64,531, resulting in a net income tax expense of $4,119.

The table below shows the details of the Net Operating Loss Carryforward and Deferred Tax Assets as of March 31, 2026 and 2025:

	2026			2025
Net Operating Loss Carryforward, January 1	$	3,062,416		$	3,549,884
Taxable Income, January 1 to March 31		228,834			85,574
Net Operating Loss Carryforward, March 31	$	2,833,582		$	3,464,310
Federal Deferred Tax Asset, January 1		643,108			745,476
Federal Tax Expense as of March 31 (21% Tax Rate)		(48,055	)		(17,971	)
Federal Deferred Tax Asset, March 31	$	595,053		$	727,505
State of New Jersey Deferred Tax Asset, January 1		275,033			318,681
State of New Jersey Tax Expense as of March 31 (9% Tax Rate)		(20,595	)		(7,702	)
State of New Jersey Deferred Tax Asset, March 31	$	254,438		$	310,979
Total Deferred Tax Asset, March 31	$	849,491		$	1,038,484
Total Tax Expense	$	68,650		$	25,673

The table below shows the reconciliation of Net Income per Books to Taxable Income:

	2026		2025
Net Income before Taxes	$	180,234	$	85,574
Stock Awards		48,600		-
Taxable Net Income	$	228,834	$	85,574

NOTE 9 – OTHER INCOME

Other income for the quarter ended March 31, 2026 

totaled

 $112,292 

and primarily reflects non-recurring tariff-related recoveries recognized during the period, including recoveries associated with favorable legal and regulatory developments. In accordance with U.S. GAAP, this amount is presented within other income

NOTE 10 – SUBSEQUENT EVENTS

On April 20, 2026, the Company adopted an Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws. These documents are filed as Exhibits 3.1 and 3.2 to this report.

The Company has evaluated subsequent events through the date the financial statements were issued. Subsequent to quarter end, the U.S. government announced the repeal of the 10% worldwide tariff previously imposed on imported goods. During the period, the Company incurred tariff-related payments associated with this tariff. Management believes these tariffs were improperly assessed and is evaluating potential reimbursement or recovery opportunities. To the extent the Company receives repayment of these amounts, such recovery would result in an increase to net income in the period the reimbursement is recognized.

The Company repaid $10,000 of a loan made by Mr. Simpson. The remaining balance of the loan was $220,000 as of May 1

, 2026.

F-10

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (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 performance improved significantly during the quarter ended March 31, 2026. Revenue increased 18% year-over-year, gross margin expanded to 52%, and the Company generated positive operating income and net income. These results were driven by improved operating leverage, enhanced distribution execution, and continued demand for the Company’s beverage portfolio.

Management believes these trends may support the continued scalability of the Company’s business model.

Management is closely monitoring potential risks, including volatility in freight costs, input pricing, and evolving consumer demand patterns, which could impact margins and operating results 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. 

EQUATOR’s operations focus on identifying and responding to evolving consumer preferences through innovation, brand development, and disciplined execution.

Products

The Company’s beverage portfolio includes ready-to-drink beverages and sparkling energy beverages. 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 options.

A core offering within the Company’s portfolio is MOJO Coconut Water, a naturally functional hydration beverage. Each 11-ounce serving contains five essential electrolytes, supporting hydration and recovery. The product contains naturally occurring vitamins B and C, has no preservatives, and offers a fresh, crisp coconut taste. The Company’s coconut water is plant-based, renewable, and suitable for vegan, kosher, paleo, keto, and

low-carbohydrate diets

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, and Energy Sparkling Pink Grapefruit. 

Sustainability and Packaging

Sustainability is a core component of EQUATOR’s business strategy. The Company uses 100% recyclable, eco-friendly packaging designed to reduce environmental impact. EQUATOR’s products are plant-based and made from renewable resources, demonstrating its commitment to responsible practices and long-term environmental stewardship.

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. We seek to grow the market share of our products by expanding our hybrid distribution network through the relationships and efforts of our management, third-party partners, and broker networks, as well as through new products and packaging.

Production

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

Competition

The beverage industry is competitive. Competitors in our market compete for brand recognition, ingredient sourcing, product shelf space, and e-commerce page rankings. Our competitors use similar distribution channels and retailers to deliver and sell their products.

Government Regulation

Within the United States, beverages are governed by the U.S. Food and Drug Administration (the “FDA”). As such, it is necessary for the Company to establish, maintain, and make available for inspection records as well as to develop labels (including nutrition information) that meet FDA requirements. The Company’s production facilities are subject to FDA regulation.

Employees

As of March 31, 2026, the Company had two employees and utilizes third-party service providers for manufacturing, logistics, and professional services. This operating model enables scalability without significant fixed overhead.

CORPORATE HISTORY AND DEVELOPMENT

EQUATOR Beverage Company commenced commercial production of coconut water on January 1, 2015, focusing on premium, natural hydration products. The Company’s products are Non-GMO Project Verified and USDA Organic certified. It initially distributed through independent retailers and regional partners while establishing sourcing relationships in Southeast Asia.

In June 2022, the board of directors approved a corporate name change from MOJO Organics, Inc. to EQUATOR Beverage Company, effective July 5, 2022. Around this time, the Company’s common stock began trading on the OTCQB Venture Market under the ticker symbol MOJO.

Following launch and uplisting, the Company expanded manufacturing partnerships, strengthened quality controls, and broadened distribution to grocery and e

commerce channels. Today, EQUATOR Beverage Company sells over 8 million units per year and continues to grow its national retail footprint, focusing on disciplined growth, supply chain stability, and shareholder value.

Results of Operations

Revenue 

Revenue for the quarter ended March 31, 2026 increased 18% to $961,484 from $817,748 in the same period in 2025. This growth was driven primarily by higher sales volume reflecting stronger market demand, with the largest SKU contributing a 42% year-over-year increase in cases sold and accounting for a significant portion of the overall revenue gain.

Cost of Revenue and Gross Margin

Cost of revenue totaled $467,850, representing 49% of revenue, compared to 61% in the prior year. As a result, gross margin improved to 52% from 39%, an expansion of approximately 1,300 basis points. This margin improvement was driven primarily by better freight economics, enhanced supply chain efficiencies, and a more favorable product mix.

Operating Expenses

Operating expenses increased to $419,331 for the quarter ended March 31, 2026, compared to $231,178 in the prior year. Excluding non-cash restricted stock compensation, cash operating expenses rose approximately 50%, primarily driven by higher e-commerce selling fees in line with a 52% increase in e-commerce revenue, increased marketing spend, and higher warehouse costs associated with expanded storage needs.

Net Income

Net income for the quarter ended March 31, 2026 was $176,115, compared to $84,034 for the quarter ended March 31, 2025. The increase of $92,081 was primarily attributable to improved gross margins, and enhanced operating efficiencies. 

Liquidity and Capital Resources

As of March 31, 2026, the Company had working capital of $783,353 and cash and cash equivalents of $126,670. Net cash provided by operating activities was $38,848 for the quarter ended March 31, 2026, compared to net cash used in operating activities of $70,867 for the quarter ended March 31, 2025. Management believes that its existing cash and cash equivalents, together with cash generated from operations, will be sufficient to meet its working capital requirements and support planned growth initiatives for the foreseeable future.

Borrowings

Borrowings under the Company’s credit arrangements during the quarter ended March 31, 2026 ranged from $230,000 to $340,000, with an outstanding balance of $230,000 as of March 31, 2026. Management believes that the Company’s expected growth and cash flow from operations will be sufficient to meet its future capital requirements, as evidenced in part by the reduction in outstanding borrowings from peak levels earlier in the year. The Company intends to continue reducing outstanding borrowings during fiscal 2026.

Share Repurchases 

The Company repurchased 20,605 shares during the quarter as part of its capital allocation strategy.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not believe we have material exposure to market risk. 

We do not engage in derivative transactions and are not exposed to significant foreign currency exchange risk, as substantially all of our transactions are denominated in U.S. dollars. While we are subject to general economic conditions and potential fluctuations in input costs, including freight and raw materials, we do not currently consider these exposures to be material.

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

Notwithstanding the material weaknesses in internal control over financial reporting described below, management believes that the Company’s disclosure controls and procedures were effective because additional compensating controls and procedures were performed to ensure that material information required to be disclosed was recorded, processed, summarized, and reported within the required time periods.

Management’s Report on Internal Control over Financial Reporting

Management of the Company 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 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 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”), 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:

Limited segregation of duties and governance structure, resulting from the Company’s size and limited number of personnel, including the concentration of financial reporting responsibilities and limited independent oversight of the financial reporting process; and

Limited technical accounting oversight and review structure, as the Company’s current financial reporting structure does not incorporate an independent technical accounting oversight function or a formal secondary review layer to evaluate complex or non-routine transactions, including those involving significant estimates or specialized accounting guidance.

These material weaknesses create a reasonable possibility that a material misstatement of the Company’s 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 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.

Management also evaluated the effectiveness of the Company’s disclosure controls and procedures as of March 31, 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 compensating controls during the quarter ended March 31, 2026, which supported its conclusion that disclosure controls and procedures were effective as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting during the quarter ended March 31, 2026 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. 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 any material respect. We could from time to time become a party to various legal or administrative proceedings arising in the course of our business.

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 our business, financial condition, or results of operations in future periods. The risks described below are not the only risks facing our Company. Additional risks not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition, or results of operations in future periods.

RISKS RELATED TO OUR OPERATIONS

Adverse Economic and Geopolitical Conditions

Our business, financial condition, and results of operations are subject to global economic and geopolitical conditions, including inflation, recessionary pressures, foreign currency volatility, commodity and energy price fluctuations, trade restrictions, government spending levels, sovereign debt risks, civil unrest, war, terrorism, and changes in international relations. Deteriorating economic conditions may reduce consumer purchasing power, shift demand to lower-priced or private-label products, and adversely affect sales volume, pricing, and profitability.

Competition

We operate in a highly competitive beverage industry. Competitive pressures may limit our 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

Our 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.

Productivity Initiatives

Ongoing productivity and restructuring initiatives may disrupt operations, weaken internal controls, affect employee morale and retention, or result in reputational harm. Failure to effectively manage these initiatives could adversely affect operating performance.

Supply Chain and Input Cost Volatility

Our 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 our financial condition and results of operations.

Third-Party Risks

We rely on third-party suppliers, distributors, and service providers. Their failure to meet contractual, operational, cybersecurity, regulatory, or compliance obligations may expose us to financial, legal, operational, and reputational risks, which could adversely affect our results.

RISKS RELATED TO CONSUMER DEMAND FOR OUR 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

We are 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.

Intellectual Property Protection

Our 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

We have publicly announced long-term growth objectives based on assumptions regarding sales potential, pricing, and product mix. If we are unable to realize anticipated demand, maintain favorable pricing, or achieve the expected product mix, we may not meet these objectives. Failure to achieve stated growth targets could adversely affect our financial performance and the market value of our securities.

RISKS RELATED TO INFORMATION TECHNOLOGY AND DATA PRIVACY

We rely on internal and third-party information systems, including cloud-based services, to support our 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. We are 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 our 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

ITEM 5. OTHER INFORMATION

Corporate Governance Update

On April 20, 2026, the Company adopted Amended and Restated Bylaws and an Amended and Restated Certificate of Incorporation to reflect updates to its governance framework. The updated 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 January 1, 2025–March 31, 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
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

Shareholders

As of March 31, 2026, there were 950 shareholders and 9,449,655 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 March 31, 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 quarter ended March 31, 2026, the Company repurchased 20,605 shares of EQUATOR common stock compared to zero shares in 2025.

ITEM 6. EXHIBITS

Financial Statement Schedules

The financial statements of EQUATOR Beverage Company are listed on 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
3.1	3.1	Amended and Restated Certificate of Incorporation of EQUATOR Beverage Company, as of April 20, 2026 (1)
3.2	3.2	Amended and Restated Bylaws of EQUATOR Beverage Company, as of April 20, 2026 (2)
31.1	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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

(1)	Filed herewith

(2)	Filed herewith

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: May 13, 2026	By:	/s/ Glenn Simpson
		Glenn Simpson, Chief Executive Officer and Chairman (Principal Executive and Principal Financial Officer)

EQUATOR Beverage Co 10-Q