Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2024

☐	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 001-41723

BRANCHOUT FOOD INC.

(Exact name of registrant as specified in its charter)

Nevada		81-3980472
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

205 SE Davis Avenue, Bend, Oregon 97702

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (844) 263-6637

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
Common Stock, $0.001 par value		BOF		Nasdaq Capital Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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 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 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, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “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 ☒

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Title or class		Shares outstanding as of August 14, 2024
Common Stock, $0.001 par value		6,792,709

TABLE OF CONTENTS

PART I.	FINANCIAL INFORMATION	3

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations and Comprehensive Income	4

	Condensed Consolidated Statements of Changes in Stockholders’ Equity	5

	Condensed Statements of Cash Flows	6

	Condensed Consolidated Notes to Financial Statements (Unaudited)	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27

Item 4.	Controls and Procedures	27

PART II.	OTHER INFORMATION	28

Item 1.	Legal Proceedings	28

Item 1A.	Risk Factors	28

Item 2.	Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities	28

Item 3.	Defaults Upon Senior Securities	28

Item 4.	Mine Safety Disclosures	28

Item 5.	Other Information	28

Item 6.	Exhibits	29

SIGNATURES		30

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30,			December 31,
	2024			2023
		(Unaudited)
Assets
Current assets:
Cash	$	936,061		$	657,789
Accounts receivable		389,493			635,549
Advances on inventory purchases		866,244			-
Inventory		273,983			336,805
Other current assets		120,126			48,100
Total current assets		2,585,907			1,678,243

Property and equipment, net		1,378,659			914,999
Right-of-use asset		2,041,084			147,228
Other asset		275,000			-
Note receivable		374,728			384,628

Total Assets	$	6,655,378		$	3,125,098

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	1,078,046		$	382,948
Accrued expenses		73,910			165,244
Notes payable, current portion		-			200,000
Notes payable, related parties, net of discounts		86,778			-
Notes payable, current portion		86,778			-
Operating lease liability, current portion		11,547			-
Finance lease liability, current portion		32,640			30,901
Total current liabilities		1,282,921			779,093

Notes payable, net of current portion		34,500			34,500
Notes payable, related parties, net of discounts, net of current portion		1,340,692			-
Notes payable, net of current portion		1,340,692			-
Operating lease liability, net of current portion		1,929,936			-
Finance lease liability, net of current portion		84,263			101,029

Total Liabilities		4,672,312			914,622

Stockholders’ Equity:
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock, $0.001 par value, 80,000,000 shares authorized; 6,009,671 and 4,044,252 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		6,010			4,044
Additional paid-in capital		16,781,060			15,016,973
Accumulated other comprehensive income		58			-
Accumulated deficit		(14,804,062	)		(12,810,541	)
Total Stockholders’ Equity		1,983,066			2,210,476

Total Liabilities and Stockholders’ Equity	$	6,655,378		$	3,125,098

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Unaudited)


	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2024			2023			2024			2023

Net revenue	$	1,362,986		$	343,065		$	2,830,002		$	440,405
Cost of goods sold		1,214,227			361,461			2,397,655			488,443
Gross profit (loss)		148,759			(18,396	)		432,347			(48,038	)

Operating expenses:
General and administrative		321,201			141,031			640,937			321,931
Salaries and wages		349,597			436,238			947,883			688,048
Professional fees		304,376			158,205			695,042			302,346
Total operating expenses		975,174			735,474			2,283,862			1,312,325

Operating loss		(826,415	)		(753,870	)		(1,851,515	)		(1,360,363	)

Other income (expense):
Interest income		2,818			2,911			5,695			5,756
Interest expense		(118,957	)		(222,551	)		(147,701	)		(395,996	)
Total other income (expense)		(116,139	)		(219,640	)		(142,006	)		(390,240	)

Net loss	$	(942,554	)	$	(973,510	)	$	(1,993,521	)	$	(1,750,603	)

Other comprehensive income:
Gain on foreign currency translation	$	58		$	-		$	58		$	-

Net other comprehensive income	$	(942,496	)	$	(973,510	)	$	(1,993,463	)	$	(1,750,603	)


Weighted average common shares outstanding - basic and diluted		4,268,183			1,642,995			4,188,825			1,423,103
Net loss per common share - basic and diluted	$	(0.22	)	$	(0.59	)	$	(0.48	)	$	(1.23	)

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)


	For the Three Months Ended June 30, 2024

														Accumulated
	Preferred Stock				Common Stock				Additional Paid-In		Subscriptions			Other Comprehensive		Accumulated			Total Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable			Income		Deficit			Equity
Balance, March 31, 2024		-	$	-		4,121,346	$	4,121	$	15,515,716	$	36,019		$	-	$	(13,861,508	)	$	1,694,348
Common stock issued pursuant to secondary public offering		-		-		1,750,000		1,750		999,175		-			-		-			1,000,925
Common stock issued for services		-		-		138,325		139		176,371		(36,019	)		-		-			140,491
Stock options issued for services		-		-		-		-		17,751		-			-		-			17,751
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		72,047		-			-		-			72,047
Gain on foreign currency translation		-		-		-		-		-		-			58		-			58
Net loss		-		-		-		-		-		-			-		(942,554	)		(942,554	)
Balance, June 30, 2024		-	$	-		6,009,671	$	6,010	$	16,781,060	$	-		$	58	$	(14,804,062	)	$	1,983,066

	For the Three Months Ended June 30, 2023
													Accumulated
									Additional				Other					Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income		Deficit			Equity
Balance, March 31, 2023		-	$	-		1,200,769	$	1,201	$	3,794,348	$	-	$	-	$	(9,661,924	)	$	(5,866,375	)
Common stock issued pursuant to initial public offering		-		-		1,190,000		1,190		4,940,856		-		-		-			4,942,046
Stock options issued for services		-		-		-		-		18,046		-		-		-			18,046
Common stock issued for debt conversions		-		-		1,572,171		1,572		6,027,632		-		-		-			6,029,204
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		46,090		-		-		-			46,090
Net loss		-		-		-		-		-		-		-		(973,510	)		(973,510	)
Balance, June 30, 2023		-	$	-		3,962,940	$	3,963	$	14,826,972	$	-	$	-	$	(10,635,434	)	$	4,195,501

	For the Six Months Ended June 30, 2024
													Accumulated
									Additional				Other					Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income		Deficit			Equity
Balance, December 31, 2023		-	$	-		4,044,252	$	4,044	$	15,016,973	$	-	$	-	$	(12,810,541	)	$	2,210,476
Common stock issued pursuant to secondary public offering		-		-		1,750,000		1,750		999,175		-		-		-			1,000,925
Common stock issued for services		-		-		215,419		216		289,869		-		-		-			290,085
Stock options issued for services		-		-		-		-		394,135		-		-		-			394,135
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		80,908		-		-		-			80,908
Gain on foreign currency translation		-		-		-		-		-		-		58		-			58
Net loss		-		-		-		-		-		-		-		(1,993,521	)		(1,993,521	)
Balance, June 30, 2024		-	$	-		6,009,671	$	6,010	$	16,781,060	$	-	$	58	$	(14,804,062	)	$	1,983,066

	For the Six Months Ended June 30, 2023
													Accumulated
									Additional				Other					Total
	Preferred Stock				Common Stock				Paid-In		Subscriptions		Comprehensive		Accumulated			Stockholders’
	Shares		Amount		Shares		Amount		Capital		Payable		Income		Deficit			Equity
Balance, December 31, 2022		-	$	-		1,200,769	$	1,201	$	3,743,902	$	-	$	-	$	(8,884,831	)	$	(5,139,728	)
Balance		-	$	-		1,200,769	$	1,201	$	3,743,902	$	-	$	-	$	(8,884,831	)	$	(5,139,728	)
Common stock issued pursuant to initial public offering		-		-		1,190,000		1,190		4,940,856		-		-		-			4,942,046
Stock options issued for services		-		-		-		-		68,492		-		-		-			68,492
Common stock issued for debt conversions		-		-		1,572,171		1,572		6,027,632		-		-		-			6,029,204
Common stock warrants granted to note holders pursuant to debt financing		-		-		-		-		46,090		-		-		-			46,090
Net loss		-		-		-		-		-		-		-		(1,750,603	)		(1,750,603	)
Balance, June 30, 2023		-	$	-		3,962,940	$	3,963	$	14,826,972	$	-	$	-	$	(10,635,434	)	$	4,195,501
Balance		-	$	-		3,962,940	$	3,963	$	14,826,972	$	-	$	-	$	(10,635,434	)	$	4,195,501

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Six Months Ended
	June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(1,993,521	)	$	(1,750,603	)
Adjustments to reconcile net loss to
net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		112,671			111,581
Amortization of debt discounts		92,168			46,090
Common stock issued for services		290,085			-
Options and warrants issued for services		394,135			68,492
Decrease (increase) in assets:
Accounts receivable		246,056			(156,488	)
Advances on inventory purchases		(866,244	)		(821,753	)
Inventory		62,822			37,921
Other current assets		(72,026	)		(218,123	)
Right-of-use asset		49,502			4,943
Other assets		(275,000	)		-
Increase (decrease) in liabilities:
Accounts payable		695,098			(56,558	)
Accounts payable, related parties		-			15,750
Accrued expenses		(91,334	)		(80,976	)
Operating lease liability		(1,875	)		-
Net cash used in operating activities		(1,357,463	)		(2,799,724	)

Cash flows from investing activities
Purchase of property and equipment		(576,331	)		(10,100	)
Payments received on notes receivable		9,900			-
Net cash used in investing activities		(566,431	)		(10,100	)

Cash flows from financing activities
Payment of deferred offering costs		(399,075	)		(740,290	)
Proceeds received on convertible notes payable, related parties		-			25,000
Proceeds received on convertible notes payable, unrelated parties		-			442,500
Proceeds received on notes payable		-			370,000
Repayment of notes payable		(200,000	)		(2,420,000	)
Proceeds received on notes payable, related parties		1,416,210			-
Repayments on revolving line of credit		-			(48,791	)
Principal payments on finance lease		(15,027	)		(4,248	)
Proceeds from sale of common stock		1,400,000			6,226,000
Net cash provided by financing activities		2,202,108			3,850,171

Effect of exchange rate changes on cash		58			-

Net increase in cash		278,272			1,040,347
Cash and restricted cash - beginning of period		657,789			548,447
Cash - ending of period	$	936,061		$	1,588,794

Supplemental disclosures:
Interest paid	$	56,010		$	397,059
Income taxes paid	$	-		$	-

Non-cash investing and financing transactions:
Relative fair value of warrants issued as a debt discount	$	80,908		$	46,090
Relative fair value of shares issued on debt conversions	$	-		$	6,029,204
Initial recognition of right-of-use assets and lease liabilities	$	1,943,358		$	168,320

See accompanying notes to financial statements.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

BranchOut Food Inc. (“BranchOut,” the “Company,” “we,” “our” or “us”) was incorporated as Avochips Inc. in Oregon on February 21, 2017, and converted into AvoLov, LLC, an Oregon limited liability company, on November 2, 2017. On November 19, 2021, the Company converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation. The Company is engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. The Company’s products are currently manufactured for it by contract manufacturers based in South America and North America that produce dehydrated fruit and vegetable products for us using a new proprietary dehydration technology that the Company licenses from a third party. The Company’s customers are primarily located throughout the United States.

Basis of Accounting

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting and as required by pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the financial position as of June 30, 2024, the results of operations for the three and six months ended June 30, 2024 and 2023, and cash flows for the six months ended June 30, 2024 and 2023. The results of operations for the three and six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the full year. The balance sheet as of December 31, 2023 was derived from our audited financial statements. The accompanying condensed consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2023, which were included in our Annual Report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

When preparing financial statements in conformity with GAAP, we must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent 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.

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.

⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

As shown in the accompanying condensed consolidated financial statements, as of June 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $14,804,062, with working capital of $1,302,986, which may not be sufficient to sustain operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management is actively pursuing new customers to increase revenues. In addition, the Company is currently seeking additional sources of capital to fund short term operations. Management believes these factors will contribute to achieving profitability. The accompanying condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities, that might be necessary should the Company be unable to continue as a going concern.

Nasdaq Delisting Notice

On April 11, 2024, we received a letter from The Nasdaq Stock Market stating that we were not in compliance with Nasdaq Listing Rule 5550(b)(1) (the “Rule”) because our stockholders’ equity of $2,210,476 as of December 31, 2023 was below the minimum requirement of $2,500,000. Pursuant to Nasdaq’s Listing Rules, on May 28, 2024, we submitted to Nasdaq a plan (the “Compliance Plan”) to regain compliance with the Rule, which was accepted by Nasdaq on June 7, 2024, and provides us with an extension of 180 calendar days from April 11, 2024 to regain compliance with the Rule. Although our stockholders’ equity increased as a result of our recent public and private equity offerings, we will not regain compliance with the Rule unless we effect additional sales of our equity securities (including by the conversion or exercise, as applicable, of our outstanding convertible securities).

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Segment Reporting

ASC 280, Segment Reporting, requires annual and interim reporting for an enterprise’s operating segments and related disclosures about its products, services, geographic areas and major customers. An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and expenses, and about which separate financial information is regularly evaluated by the chief operating decision maker in deciding how to allocate resources. The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.

Fair Value of Financial Instruments

The Company discloses the fair value of certain assets and liabilities in accordance with ASC 820 – Fair Value Measurement and Disclosures (ASC 820). Under ASC 820-10-05, the FASB establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts receivable, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments.

Cash and Cash Equivalents

Cash equivalents include money market accounts which have maturities of three months or less. For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents. Cash equivalents are stated at cost plus accrued interest, which approximates market value. There were no cash equivalents on hand on June 30, 2024 or December 31, 2023.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash in Excess of FDIC Insured Limits

The Company maintains its cash in bank deposit accounts which, at times, may exceed federally insured limits. Accounts are guaranteed by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000, under current regulations. The Company had $686,055 and $407,789 in excess of FDIC insured limits on June 30, 2024 and December 31, 2023, respectively, and has not experienced any losses in such accounts.

Accounts Receivable

Accounts receivable is carried at their estimated collectible amounts. Trade accounts receivable is periodically evaluated for collectability based on past credit history with customers and their current financial condition. The Company had no allowance for doubtful accounts on June 30, 2024 or December 31, 2023.

Inventory

The Company’s products consist of pre-packaged and bulk-dried fruit and vegetable-based snacks, powders and ingredients purchased from contract-manufacturers in Chile and/or Peru. The Company’s contract manufacturer in Peru uses equipment purchased by the Company in its manufacturing process. Raw materials consist of packaging materials. Appropriate consideration is given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value. No reserve for obsolete inventories has been recognized. Inventory, consisting of raw materials and finished goods are stated at the lower of cost or net realizable value using the average cost valuation method, and consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	23,436	$	13,734
Finished goods		250,547		323,071
Total inventory		273,983		336,805

The Company had prepaid inventory advances on product in the amount of $866,244 as of June 30, 2024. Advances of 70% of estimated finished product costs are made to enable manufacturers to purchase raw materials necessary to produce finished products. The remaining 30% of finished product costs are paid upon receipt of finished goods.

Property and Equipment

Property and equipment are stated at the lower of cost or estimated net recoverable amount. The cost of property, plant and equipment is depreciated using the straight-line method based on the lesser of the estimated useful lives of the assets or the lease term based on the following life expectancy:

Schedule of Estimated Useful Lives

Office equipment		3 years
Furniture and fixtures		5 years
Equipment and machinery		5 years

Repairs and maintenance expenditures are charged to operations as incurred. Major improvements and replacements, which extend the useful life of an asset, are capitalized, and depreciated over the remaining estimated useful life of the asset. When assets are retired or sold, the cost and related accumulated depreciation are eliminated, and any resulting gain or loss is reflected in operations.

Impairment of Long-Lived Assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired. Recoverability is assessed using undiscounted cash flows based upon historical results and current projections of earnings before interest and taxes. Impairment is measured using discounted cash flows of future operating results based upon a rate that corresponds to the cost of capital. Impairments are recognized in operating results to the extent that carrying value exceeds discounted cash flows of future operations.

Our indefinite-lived brand names and trademarks acquired and are assigned an indefinite life as we anticipate that these brand names will contribute cash flows to the Company perpetually. We evaluate the recoverability of intangible assets periodically by considering events or circumstances that may warrant revised estimates of useful lives or that indicate the asset may be impaired. The Company expenses internally developed trademarks.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

License Agreement

The Company is party to a license agreement under which it is licensed to utilize certain technology and production equipment developed and manufactured by another company relating to avocado products. The license is not discernible from the equipment; therefore, the license costs have been capitalized and depreciated over the useful life of the equipment. The license agreement also entitles the licensor to a royalty on all revenue from the sale of products produced using the equipment. These royalties are recognized as royalty expenses as the products are sold. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment as they relate to retaining exclusivity of the avocado products going forward. See Note 14, below.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customer. Under ASC 606, the Company recognizes revenue from the sale of its plant-based snack products in accordance with a five-step model in which the Company evaluates the transfer of promised goods or services and recognizes revenue when customers obtain control of promised goods or services in an amount that reflects the consideration which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract and (5) recognize revenue when (or as) the entity satisfies a performance obligation. The Company has elected, as a practical expedient, to account for the shipping and handling as fulfillment costs, rather than as separate performance obligations, and the related costs are recorded as selling expenses in general and administrative expenses in the statement of operations. Revenue is reported net of applicable provisions for discounts, returns and allowances. Methodologies for determining these provisions are dependent on customer pricing and promotional practices. The Company records reductions to revenue for estimated product returns and pricing adjustments in the same period that the related revenue is recorded. These estimates are based on industry-based historical data, historical sales returns, if any, analysis of credit memo data, and other factors known at the time.

The Company’s sales are predominantly generated from the sale of finished products to retailers, and to a lesser extent, direct to consumers through third party website platforms. These sales contain a single performance obligation, and revenue is recognized at a single point in time when ownership, risks and rewards transfer. Typically, this occurs when the goods are received by the retailer or customer, or when the title of goods is exchanged. Revenues are recognized in an amount that reflects the net consideration the Company expects to receive in exchange for the goods.

The Company promotes its products with advertising, consumer incentives and trade promotions. These programs include discounts, slotting fees, coupons, rebates, in-store display incentives and volume-based incentives. Customer trade promotion and consumer incentive activities are recorded as a reduction to the transaction price based on amounts estimated as being due to customers and consumers at the end of a period. The Company derives these estimates based principally on historical utilization and redemption rates. The Company does not receive a distinct service in relation to the advertising, consumer incentives and trade promotions. Payment terms in the Company’s invoices are based on the billing schedule established in contracts and purchase orders with customers.

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and six months ended June 2024 and 2023:

Schedule of Revenue


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024		2023

Revenue	$	1,451,828	$	341,414		$	2,922,664	$	451,993
Less: slotting, discounts, and allowances		88,842		(1,651	)		92,662		11,588
Net revenue	$	1,362,986	$	343,065		$	2,830,002	$	440,405

Cost of Goods Sold

Cost of goods sold represents costs directly related to the purchase, production and manufacturing of the Company’s products. Costs include purchase costs, product development, freight-in, packaging, and print production costs.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Advertising Costs

The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $98,204 and $62,360 for the six months ended June 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company accounts for equity instruments issued to employees and non-employees in accordance with the provisions of ASC 718 Stock Compensation (“ASC 718”). All transactions in which the consideration provided in exchange for the purchase of goods or services consists of the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

The Company issued stock-based compensation in the amount of $684,220 and $68,492 for the six months ended June 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company’s financial statements upon adoption.

In July 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-03 to amend various SEC paragraphs in the Accounting Standards Codification to primarily reflect the issuance of SEC Staff Accounting Bulletin No. 120. ASU No. 2023-03, “Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718): Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock.” ASU 2023-03 amends the ASC for SEC updates pursuant to SEC Staff Accounting Bulletin No. 120; SEC Staff Announcement at the March 24, 2022 Emerging Issues Task Force (“EITF”) Meeting; and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280 - General Revision of Regulation S-X: Income or Loss Applicable to Common Stock. These updates were immediately effective and did not have a significant impact on our financial statements.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 2 – Related Party Transactions

Debt Financing

On various dates from January 9, 2024 through May 22, 2024, the Company completed the sale of an aggregate $1,675,000 of Senior Secured Promissory Notes (“Senior Notes”) and Warrants (“Warrants”) to purchase an aggregate of 518,750 shares of the Company’s common stock, to a group of Investors (“Investors”) led by Eagle Vision Fund LP (“Eagle Vision”), an affiliate of John Dalfonsi, CFO of the Company, pursuant to a subscription agreement between the Company and the Investors.

Pursuant to the subscription agreements, Eagle Vision was paid aggregate cash fees in the amount of $177,500 upon the closing of the transactions for due diligence fees in consideration of services rendered and to be rendered by Eagle Vision to the Company and the investors, including conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the senior secured notes, servicing the interest and principal payments for purchasers, engaging in ongoing discussions with the Company’s management regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the Company, which services are to be provided by Eagle Vision until the senior secured notes have been paid in full, and an aggregate $35,000 of legal fees was paid to Investors’ counsel.

The Notes mature on the earlier of December 31, 2025 (after giving effect to the amendment discussed in Note 15), or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of a Security Agreement between the Company and the Investors.

Each Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share (after giving effect to the amendment discussed in Note 15).

Common Stock Options Issued for Services

On February 22, 2024, the Company granted options to purchase 140,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to the Company’s CEO. The options vested immediately.

On February 22, 2024, the Company granted options to purchase 75,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to the Company’s CFO. The options vested immediately.

Note 3 – Formation of Subsidiary

On April 26, 2024, the Company formed a wholly-owned subsidiary in Peru, under the form of a legal entity called a Branch, for the purpose of establishing a production facility. On May 10, 2024, the Company entered into a ten-year lease for a 50,000 square-foot food processing plant located in the province of Pisca, Peru. The Company has started to purchase equipment and intends to develop this facility into a production plant, which is expected to be operational in October of 2024.

Note 4 – Fair Value of Financial Instruments

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company has cash, notes receivable, derivative liabilities and debts that must be measured under the fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 - Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of June 30, 2024 and December 31, 2023:


	Fair Value Measurements at June 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	936,061	$	-		$	-
Right-of-use-asset		-		-			2,041,084
Notes receivable		-		374,728			-
Total assets		936,061		374,728			2,041,084
Liabilities
Notes payable		-		34,500			-
Notes payable, related parties, net of $247,530 of discounts		-		1,427,470			-
Lease liabilities		-		-			2,058,386
Total liabilities		-		1,957,030			2,058,386
Total assets and liabilities		936,061		(1,582,302	)		(17,302	)


	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		235,000		-
Lease liability		-		-		131,930
Total liabilities		-		235,000		131,930
Total assets and liabilities		657,789		149,628		15,298

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2024, or the year ended December 31, 2023.

Note 5 – Major Customers and Accounts Receivable

The Company had certain customers whose revenue individually represented 10% or more of the Company’s total net revenue, or whose accounts receivable balances individually represented 10% or more of the Company’s total accounts receivable, as follows:

For the six months ended June 30, 2024, one customer accounted for 99% of net revenue and 91% of accounts receivable at the end of the period, and for the six months ended June 30, 2023, two customers accounted for 78% of net revenue and 74% of accounts receivable at the end of the period.

Note 6 – Other Current Assets

Other current assets consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	June 30,		December 31,
	2024		2023
Prepaid insurance costs	$	1,143	$	2,403
Prepaid advertising and trade show fees		58,231		20,106
Prepaid professional fees & license fees		35,563		6,056
Interest receivable		25,189		19,535
Total other current assets	$	120,126	$	48,100

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 7 – Property and Equipment

Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	June 30,			December 31,
	2024			2023
Equipment and machinery	$	1,809,665		$	1,233,334
Less: Accumulated depreciation		(431,006	)		(318,335	)
Total property and equipment, net	$	1,378,659		$	914,999

Depreciation of property and equipment was $112,671 and $111,581 for the six months ended June 30, 2024 and 2023, respectively.

Note 8 – Other Asset

On May 10, 2024, in connection with the lease of the Company’s Peru Facility, the Company paid $275,000 toward the purchase of a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000. The remaining $992,000 was due and payable on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

Note 9 – Notes Receivable

Nanuva Note Receivable

On February 4, 2021, the Company entered into a Manufacturing and Distributorship Agreement (“MDA”) with Natural Nutrition SpA, a Chilean company (“Nanuva”), in which the Company loaned $500,000 to Nanuva (“Advance Payment”) to help finance the capital investment needed for Nanuva to purchase two industrial fruit drying machines to be used in servicing the Company’s manufacturing needs. Pursuant to the MDA, the Company is entitled to recover the Advance Payment in full no later than May 31, 2027, which prior to repayment, will bear interest at 3% per annum. The Advance Payment is to be repaid pursuant to a two-dollar ($2/kg) deduction in the price of any product exported by Nanuva to the Company with certain mandatory minimum annual payments. Repayments commence on the earlier of a) the first invoice issued by Nanuva after installation of the drying equipment, or b) June 30, 2021. The MDA expires on May 31, 2027, with automatic annual renewals thereafter, unless it is terminated in accordance with the terms of the MDA. The Company deferred collection of the minimum annual payment requirement for 2023 until 2024 when several large orders were placed. As of June 30, 2024, a total of $131,594 of the Advance Payment had been repaid as a reduction of inventory costs, consisting of $115,372 of principal and $16,222 of interest. All payments consisted of reductions in inventory costs, other than a payment of $15,000 in cash on March 24, 2021. As of June 30, 2024, a total of $399,917 was outstanding from Nanuva, consisting of $374,728 of principal and $25,189 of unpaid interest. As of December 31, 2023, a total of $404,163 was outstanding from Nanuva, consisting of $384,628 of principal and $19,535 of unpaid interest. The Advance Payment is collateralized by a second lien in the equipment. Pursuant to the MDA, the Company has been appointed as Nanuva’s exclusive distributor in the following territories:

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)	1,000
Banana Chips	Worldwide (except Chile)	1,000
Avocado Snacks	North America (Canada and USA)	1,000
Avocado Chips	Worldwide	1,000
Other Powders	No Exclusivity	-0-

Note 10 – Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	June 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	44,843	$	43,376
Accrued interest		2,100		2,577
Accrued chargebacks		26,967		119,291
Total accrued expenses	$	73,910	$	165,244

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 11 – Notes Payable

On March 15, 2023, the Company completed the sale of a $200,000 Promissory Note to The John & Kristen Hinman Trust Dated February 23, 2016 (the “Hinman Note”), pursuant to the Loan Agreement between the Company and the Hinman Trust. The Hinman Note bears interest at 18% per annum, based on a 360-day year, and carried a monthly default rate of 1.5% of all outstanding principal, interest, fees and penalties. The Hinman Note matured on January 10, 2024, as amended, and was secured by the Company’s accounts receivable from Walmart before being repaid on January 2, 2024.

On May 17, 2020, the Company entered into a loan agreement with the United States Small Business Administration (the “SBA”), as lender, pursuant to the SBA’s Economic Injury Disaster Loan (“EIDL”) assistance program in light of the impact of the COVID-19 pandemic on the Company’s business (the “EIDL Loan Agreement”) encompassing a $34,500 Promissory Note issued to the SBA (the “EIDL Note”) (together with the EIDL Loan Agreement, the “EIDL Loan”), bearing interest at 3.75% per annum. In connection with entering into the EIDL Loan, the Company also executed a security agreement, dated May 17, 2020, between the SBA and the Company pursuant to which the EIDL Loan is secured by a security interest on all of the Company’s assets. Under the EIDL Note, the Company is required to pay principal and interest payments of $169 every month beginning May 17, 2021; however, the SBA extended the repayment date to November 17, 2022. All remaining principal and accrued interest is due and payable on May 17, 2050. The EIDL Note may be repaid at any time without penalty. The principal balance of the EIDL Loan was $34,500 as of June 30, 2024 and December 31, 2023.

Notes payable consists of the following as of June 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	June 30,		December 31,
	2024		2023

Total notes payable	$	34,500	$	234,500
Less: current maturities		-		200,000
Notes payable, less current maturities	$	34,500	$	34,500

The Company recognized $903 and $195,620 of interest expense on notes payable for the six months ended June 30, 2024 and 2023, respectively.

Note 12 – Notes Payable, Related Parties

During the period of May 14, 2024 through May 22, 2024, the Company completed the sale of an aggregate of $1,050,000 of Senior Notes, and Warrants to purchase an aggregate of 262,500 shares of the Company’s common stock, to a group of Investors led by Eagle Vision, an affiliate of John Dalfonsi, a director of the Company and its Chief Financial Officer. The sales were effected pursuant to a Subscription Agreement, dated January 10, 2024, between the Company and the investors in the Senior Notes, as amended by an amendment (“First Amendment”) to the Subscription Agreement dated as of April 16, 2024 (as so amended, the “Subscription Agreement”).

The Senior Notes mature on the earlier of December 31, 2024, or the occurrence of a Qualified Subsequent Financing or Change of Control (as such terms are defined in the Subscription Agreement) and bear interest at a rate of 15% per annum. In addition, the Senior Notes are subject to covenants, events of defaults and other terms and conditions set forth in the Subscription Agreement. The Company’s obligations under the Notes are secured by liens on substantially all of the Company’s assets pursuant to the terms of the Security Agreement entered into by the Company on January 10, 2024 in favor of holders of the Senior Notes (the “Security Agreement”). Each Warrant is exercisable for a ten-year period at an exercise price of $2.00 per share.

On April 16, 2024, the Company completed the sale of $225,000 of Senior Notes, and Warrants to purchase an aggregate of 56,250 shares of the Company’s common stock, to a group of seven Investors, pursuant to a First Amendment to the Subscription Agreement between the Company and the Investors dated as of April 16, 2024. The First Amendment incorporates and amends certain provisions of the Subscription Agreement, dated January 10, 2024, previously entered into by the Company and investors that purchased Notes and Warrants from the Company on January 10, 2024 (the “January Investors”).

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The First Amendment also (i) increased the aggregate principal amount of the Senior Notes available to be sold from time to time under the Subscription Agreement from $400,000 to $2,000,000, (ii) increased the number of shares of common stock of the Company available to be issued under Warrants sold from time to time under the Subscription Agreement from 100,000 to 600,000, (iii) provides for an aggregate one-time payment in the amount of $46,290 to the January Investors and the issuance to them of Warrants to purchase 100,000 shares of common stock, in consideration of their agreement to enter into the First Amendment, and (iv) provided for the payment of up to $80,000 to Eagle Vision Fund with the proceeds of Senior Notes to be issued by the Company at subsequent closings of sales of Senior Notes and Warrants, in consideration of services rendered and to be rendered by Eagle Vision to holders of the Notes while the Notes are outstanding, including acting as collateral agent and due diligence and collateral monitoring services.

On January 9, 2024, the Company completed the sale of $400,000 of Senior Notes and Warrants to purchase an aggregate of 100,000 shares of the Company’s common stock, to a group of six Investors led by Eagle Vision, pursuant to a Subscription Agreement between the Company and the Investors.

In accordance with ASC 470, the Company recorded total discounts of $339,698, including $80,908 on the relative fair value of the Warrants, incurred as of June 30, 2024. The discounts are being amortized to interest expense over the term of the debentures using the effective interest method. The Company recorded an aggregate $92,168 of interest expense pursuant to the amortization of note discounts for the six months ended June 30, 2024. As of June 30, 2024, there were $247,530 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

Eagle Vision has been paid aggregate cash fees in the amount of $177,500 from the sales of the Senior Notes in consideration of services rendered and to be rendered by Eagle Vision to the Company and the holders of the Senior Notes, including for conducting due diligence with respect to the Company, monitoring the performance by the Company of its obligations under the Senior Notes, servicing the interest and principal payments for holders of the Senior Notes, engaging in ongoing discussions with the Company’s management regarding the Company’s operations and financial condition, acting as collateral agent, and evaluating financial and non-financial information related to the Company. The Company has also paid an aggregate of $35,000 of the investors’ legal fees from sales of the Senior Notes.

To date, in a series of closings pursuant to the Subscription Agreement, including the most recent sales described above, the Company has issued an aggregate $1,675,000 of principal pursuant to the Senior Notes, and Warrants to purchase an aggregate 518,750 shares of common stock.

The Company recognized $146,798 of interest expense on notes payable, related parties for the six months ended June 30, 2024, consisting of $54,630 of stated interest expense, $71,718 of amortized debt discounts and $20,450 of amortized debt discounts due to warrants.

The Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	June 30,		June 30,
	2024		2023
Interest on convertible notes payable, related parties	$	-	$	3,696
Interest on convertible notes payable		-		138,316
Interest on notes payable		903		195,620
Interest on notes payable, related parties		54,630		-
Interest on notes payable		54,630		-
Amortization of debt discounts on related party notes		71,718		-
Amortization of debt discounts on related party notes, warrants		20,450		46,090
Amortization of debt discounts		20,450		46,090
Interest on revolving line of credit		-		7,786
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	147,701	$	395,996

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 13 – Leases

Equipment Lease

The Company has financed production equipment with an acquisition cost of approximately $168,141 under a finance lease with a five-year term and a bargain purchase price of $1.00 at the end of the lease term. The finance lease commenced on May 9, 2023 and expires on August 31, 2027, with monthly lease payments of $3,657 commencing June 1, 2023, subject to the ASU 2016-02. As the Company’s lease does not provide implicit discount rates, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments.

Peru Facility Lease

On May 10, 2024, the Company entered into a ten-year lease for a 50,000 square-foot food processing plant located in Peru (the “Peru Facility”). The Company intends to develop the Peru Facility into a production plant, which is expected to be operational in October of 2024. The lease of the Peru Facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which we may purchase the Peru Facility for $1,865,456.

In connection with the lease of the Peru Facility, the Company entered into a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000, of which $275,000 was paid by us on May 10, 2024. The remaining $992,000 was due and payable on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

The components of lease expense were as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	32,389	$	-
Interest on lease liability		14,124		-
Total operating lease cost		46,513		-
Finance lease cost:
Amortization of right-of-use asset	$	17,114	$	-
Interest on lease liability		6,915		-
Total finance lease cost		24,029		-
Total finance lease cost	$	70,542	$	-

Supplemental balance sheet information related to leases was as follows:

	June 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,910,969		$	-

Current portion of operating lease liability	$	11,547			-
Noncurrent operating lease liability		1,929,936			-
Total operating lease liability	$	1,941,483		$	-
Finance lease:
Finance lease assets	$	130,115		$	147,228

Current portion of finance lease liability	$	32,640			30,901
Noncurrent finance lease liability		84,263			101,029
Total finance lease liability	$	116,903		$	131,930

Weighted average remaining lease term:
Operating lease		9.83 years			-
Finance lease		2.89 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	1,875	$	-
Finance cash flows used for finance leases	$	15,027	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

The future minimum lease payments due under operating leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	48,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,468,000
Less effects of discounting		526,517
Lease liability recognized		1,941,483
Less current portion		11,547
Long-term operating lease liability	$	1,929,936

The future minimum lease payments due under finance leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	21,943
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		138,973
Less effects of discounting		22,070
Lease liability recognized		116,903
Less current portion		32,640
Long-term finance lease liability	$	84,263

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 14 – Commitments and Contingencies

Legal Matters

From time to time, the Company may be a party to various legal matters, threatened claims, or proceedings in the normal course of business. Legal fees and other costs associated with such actions are expensed as incurred. The Company assesses, in conjunction with its legal counsel, the need to record a liability for litigation and contingencies. Legal accruals are recorded when and if it is determined that a loss related to a certain matter is both probable and reasonably estimable. There are currently no pending legal matters.

Operating Lease

The Company leases a 50,000 square-foot food processing plant located in Peru, within the province of Pisco. The lease of this facility requires monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease carries a 10-year term, with a 10-year renewal option, and a buy-out option under which the Company may purchase the facility for $1,865,456.

Finance Lease

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on August 31, 2027.

Other Contractual Commitments

On January 19, 2022, the Company entered into a contract manufacturing agreement with NXTDried Superfoods SAC to produce products for distribution by the Company. The Company agreed to pre-pay for inventory via an advance to enable the manufacturer to invest in necessary processing facilities that will be reimbursed to the Company on an agreed per kg basis over the period of 2022 to 2026.

On May 7, 2021, the Company entered into a license agreement (“License Agreement”) with EnWave, pursuant to which EnWave licensed to the Company a collection of patents and intellectual property (the “EnWave Technology”) used to manufacture and operate vacuum microwave dehydration machines purchased by the Company from EnWave (the “EnWave Equipment”). The License Agreement was amended on October 26, 2022, September 27, 2023 and May 23, 2024, to, among other things, modify the exclusivity retention royalty payments required to be paid by the Company. The License Agreement entitles EnWave to a fixed royalty percentage on all of the Company’s revenue from the sale of products produced using the EnWave Technology, net of trade or volume discounts, refunds paid, settled claims for damaged goods, applicable excise, sales and withholding taxes imposed at the time of the sale, and provides the Company with certain exclusivity rights with respect to the production of avocado products. In order to maintain the exclusivity, the Company must make annual royalty minimum payments to EnWave of $250,000 per year, commencing in 2025 and continuing through each subsequent year in perpetuity, as long as the Company elects to maintain exclusivity.

In addition to the initial EnWave Equipment we purchased, the Company agreed to purchase additional equipment from EnWave over time. The additional equipment purchase schedule, as amended, requires the Company to purchase a “Second EnWave Machine” and pay up-to four non-refundable deposits for the Second EnWave Machine in the amount of fifty thousand dollars ($50,000) each on September 30, 2023, December 31, 2023, March 31, 2024 and June 30, 2024 (the “Interim Deposits”). The Company paid the first three non-refundable deposits of $50,000 on September 27, 2023, December 31, 2023 and March 8, 2024. The Company is also required to execute an Equipment Purchase Agreement for a 120kW, or greater rated power, EnWave Equipment (the “Third EnWave Machine”) on or before December 31, 2025, and satisfy the payment obligations required with respect to the Third EnWave Machine by the License Agreement. The Company is also required to enter into an Equipment Purchase Agreement for a 120kW, or greater, rated power EnWave Equipment (the “Fourth EnWave Machine”) on, or before, December 31, 2026, and to satisfy the payment obligations required with respect to the Fourth EnWave Machine by the License Agreement. The License Agreement is effective as long as EnWave possesses its EnWave technology. There have been no royalty payments to date, and any future minimum royalty payments or equipment purchases under this license agreement are an unrecognized commitment, as they relate to retaining exclusivity of the avocado products going forward and the Company can elect not to pay.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 15 – Changes in Stockholders’ Equity

Preferred Stock

The Company has authorized 8,000,000 shares of $0.001 par value preferred stock. As of June 30, 2024, none of the preferred stock had been designated or issued.

Common Stock

The Company has authorized 80,000,000 shares of $0.001 par value common stock. As of June 30, 2024, a total of 6,009,671 shares of common stock had been issued. Each holder of common stock is entitled to one vote for each share of common stock held.

Common Stock Sale

On June 26, 2024, the Company entered into an Underwriting Agreement (the “Underwriting Agreement”) with Alexander Capital, L.P. as the Representative of the underwriters named therein (the “Representative” and such other Underwriters, the “Underwriters”), relating to the issuance and sale by the Company to the Underwriters (the “Public Offering”) of 1,750,000 Shares (the “Shares”) of common stock at a price to the public of $0.80 per share, less underwriting discounts and commissions. Pursuant to the Underwriting Agreement, the Representative was granted an option (the “Over-Allotment Option”), for a period of 45 days, to purchase from the Company up to 262,500 additional shares of Common Stock, at the same price per share, to cover over-allotments, if any.

Pursuant to the Underwriting Agreement, the Company agreed to an 8.0% underwriting discount on the gross proceeds received by the Company for the Shares, in addition to reimbursement of certain expenses, made customary representations, warranties and covenants concerning the Company, and also agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act. In addition, the officers and directors of the Company have agreed not to offer, sell, transfer or otherwise dispose of any shares of Common Stock, the Company’s common stock, or securities convertible into, or exercisable or exchangeable for, shares of Common Stock, during the six-month period following the date of the Prospectus, and the Company agreed that it will not issue or announce the issuance or proposed issuance of any shares of Common Stock or common stock equivalents for a period of six months following the date of the Prospectus, other than certain exempt issuances.

The Offering closed on June 28, 2024. The Company received net proceeds from the Offering of $1,000,925 after deducting the underwriting discounts and commissions and offering expenses.

Common Stock Issued for Services

On June 1, 2024, the Company issued 6,383 shares of the Company’s common stock under the 2022 Omnibus Equity Incentive Plan (the “2022 Equity Plan”) to PCG Advisory, Inc. (“PCG”) as payment for services in lieu of cash. The fair value of the shares was $9,819, based on the closing traded price of the common stock on the date of grant.

On May 1, 2024, the Company issued 4,766 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services in lieu of cash. The fair value of the shares was $11,438, based on the closing traded price of the common stock on the date of grant.

On April 22, 2024, the Company issued 99,688 shares under the 2022 Equity Plan to its securities counsel for services performed. The fair value of the shares was $109,657, based on the closing traded price of the common stock on the date of grant.

On April 1, 2024, the Company issued 4,988 shares of the Company’s common stock under the 2022 Equity Plan to PCG as payment for services in lieu of cash. The fair value of the shares was $9,577, based on the closing traded price of the common stock on the date of grant.

On February 19, 2024, the Company issued 16,836 shares under the Company’s 2022 Equity Plan to its securities counsel for services performed. The fair value of the shares was $44,278, based on the closing traded price of the common stock on the date of grant.

On January 26, 2024, the Company issued 60,258 shares under the 2022 Equity Plan, to its securities counsel for services performed. The fair value of the shares was $69,297, based on the closing traded price of the common stock on the date of grant.

On January 5, 2024, the Company retained PCG to provide strategic advisory and investor relations services pursuant to an Advisory Agreement under which the Company agreed to issue PCG an aggregate 22,500 shares of the Company’s common stock as payment for services in lieu of cash for the months of January, February, and March 2024. The aggregate fair value of the shares was $36,019, based on the closing traded price of the common stock on the dates of grant. The shares were subsequently issued on April 15, 2024 under the 2022 Equity Plan.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 16 – Common Stock Options

Stock Incentive Plan

Our board of directors and shareholders adopted the 2022 Equity Plan on January 1, 2022. The 2022 Equity Plan allows for the grant of a variety of equity vehicles to provide flexibility in implementing equity awards, including nonqualified stock options, incentive stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares, performance units, incentive bonus awards, other cash-based awards and other stock-based awards. The number of shares reserved for issuance under the 2022 Equity Plan was initially an aggregate of 600,000 shares, as adjusted on June 15, 2023 in connection with the Company’s reverse stock split, subject to annual increases under the plan, resulting in 1,009,000 reserved shares as of June 30, 2024. There were 593,470 options with a weighted average exercise price of $2.39 per share, and a weighted average remaining life of approximately 9 years, outstanding as of June 30, 2024.

Common Stock Options Issued for Services

On May 1, 2024, the Company granted options to purchase 30,000 shares of the Company’s common stock, having an exercise price of $2.40 per share, exercisable over a 10-year term, to a new employee. The options will vest monthly over three years from the date of grant. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $1.1806, was $35,419. The options are being expensed over the vesting period, resulting in $1,968 of stock-based compensation expense during the six months ended June 30, 2024. As of June 30, 2024, a total of $33,451 of unamortized expenses are expected to be expensed over the vesting period.

On February 22, 2024, the Company granted options to purchase an aggregate 315,000 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to a total of six employees, including options to purchase 140,000 and 75,000 shares issued to the Company’s CEO and CFO, respectively. The options vested immediately. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $0.8581, was $270,296.

On February 22, 2024, the Company also granted options to purchase an aggregate 79,166 shares of the Company’s common stock, having an exercise price of $1.92 per share, exercisable over a 10-year term, to a total of three of the Company’s directors. The options vested immediately. The aggregate estimated value using the Black-Scholes Pricing Model, based on a volatility rate of 41% and a call option value of $1.1407, was $90,306.

Note 17 – Common Stock Warrants

Warrants to purchase a total of 1,096,626 shares of common stock at a weighted average exercise price of $4.01 per share, with a weighted average remaining life of approximately 7.75 years, were outstanding as of June 30, 2024.

On June 28, 2024, pursuant to the Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning on December 23, 2024 (the date that is 180 days following the commencement of sales of Common Stock in connection with the Offering (the “Commencement Date”)) until June 26, 2029. The initial exercise price of the Representative’s Warrant is $0.96 per share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition of such warrant for a period of one hundred eighty (180) days following the Commencement Date. In addition, the Representative’s Warrant contains “piggy-back” registration rights with respect to the shares underlying such warrant, and limits the number of shares issuable upon its exercise to 4.99% / 9.99% of the outstanding shares of Common Stock, as applicable.

Warrants Issued Pursuant to Debt Offering

On various dates from January 9, 2024 through May 22, 2024, the Company issued Warrants to purchase an aggregate total of 518,750 shares of common stock at an exercise price of $2.00 per share in connection with the sale of Senior Notes to a group of Investors led by Eagle Vision, in the aggregate principal amount of $1,675,000. The proceeds received were allocated between the debt and warrants on a relative fair value basis. The relative aggregate estimated value of the warrants using the Black-Scholes Pricing Model, based on a weighted average volatility rate of 40% and a weighted average call option value of $0.1560, was $80,908, of which $20,450 was recognized as finance expense during the six months ended June 30, 2024. As of June 30, 2024, there was $60,458 of unamortized expenses expected to be expensed over the remaining life of the outstanding debt.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Note 18 - Income Taxes

The Company incurred a net operating loss for the six months ended June 30, 2024, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. On June 30, 2024, the Company had approximately $9.2 million of federal net operating losses. The net operating loss carry forwards, if not utilized, will begin to expire in 2041.

The effective income tax rate for the six months ended June 30, 2024 and 2023, was 21%.

The Company has incurred cumulative losses which make realization of a deferred tax asset difficult to support in accordance with ASC 740. Based on the available objective evidence, including the Company’s history of its loss, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, a valuation allowance has been recorded against the Federal and state deferred tax assets as of June 30, 2024 and December 31, 2023.

Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Note 19 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

Common Stock Sales

On July 19, 2024, the Underwriters exercised their Over-Allotment Option to purchase 222,500 shares of common stock at a price of $0.80 per share. The Company received net proceeds $163,760, after deducting $14,240 of underwriting commissions.

Unit Offering Sale of Common Stock and Warrants

On July 15, 2024, the Company entered into Subscription Agreements (the “Subscription Agreements”) with three related parties, consisting of Eric Healy, the Company’s Chief Executive Officer; an affiliate of John Dalfonsi, the Company’s Chief Financial Officer; and the Company’s President, pursuant to which such investors agreed to purchase $525,000 of “Units” from the Company, each Unit consisting of (i) 100 shares of Common Stock, and (ii) a warrant to purchase 125 shares of Common Stock over the following ten years at an exercise price of $1.00 per share, at a purchase price per Unit equal to $75.82. The Company completed the sale of the Units to Eric Healy and the Company’s President on July 23, 2024, resulting in the issuance of an aggregate of 560,538 shares of Common Stock and warrants to purchase 700,672 shares of Common Stock. Mr. Dalfonsi has not yet closed his purchase.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Convertible Note Financing

On July 15, 2024, the Company entered into a Securities Purchase Agreement (as amended, the “SPA”) with Daniel L. Kaufman, pursuant to which Mr. Kaufman agreed to purchase from the Company, in a private placement (i) a 12% Senior Secured Convertible Promissory Note in the principal amount of up to $3,400,000 (the “Convertible Note”), convertible into shares of the Company’s common stock, par value $0.001 per share (“Common Stock”) at a fixed price of $0.7582 per share of Common Stock, a (ii) a warrant to purchase 1,000,000 shares of Common Stock at an exercise price of $1.00 per share (the “$1.00 Warrant”), and (iii) a warrant to purchase 500,000 shares of Common Stock at an exercise price of $1.50 per share (the “$1.50 Warrant” and, together with the $1.00 Warrant, the “Warrants” and together with the Convertible Note, the “Purchased Securities”), in consideration of an initial loan in the principal amount of $2,000,000 (the “Initial Loan”) to be made to the Company under the Convertible Note on the “Initial Closing Date” (as defined in the SPA), subject to the terms and conditions thereof. On July 19, 2024, the Company, Mr. Kaufman and Kaufman Kapital LLC entered into an amendment to the SPA (the “SPA Amendment”), which among other things, replaced Mr. Kaufman with Kaufman Kapital LLC as the “Investor” under the SPA.

On July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to the Company.

The Convertible Note matures on the earlier of (i) December 31, 2025, (ii) the sale by the Company of $5,000,000 of equity or debt securities in a single transaction or series of related transactions (excluding certain specified transactions), or (iii) the closing of a change of control transaction as provided in the Convertible Note. Loans outstanding under the Convertible Note bear interest at an initial rate of 12% per annum, and together with accrued principal are convertible into Common Stock, provided that the holder may not convert amounts outstanding under the Convertible Note into Common Stock, and the Warrants may not be exercised, until the Company has obtained the approval of its shareholders for such conversion in accordance with Listing Rule 5635(b) and 5635(d) of The Nasdaq Stock Market, Inc., as applicable, to the extent that, at such time, such approval is required under such Listing Rules for such conversion.

The Company’s obligations under the Convertible Note are secured by a lien granted to the Investor on substantially all of the Company’s assets pursuant to a Security Agreement entered between the Company and the Investor (the “Security Agreement”). In addition, the Convertible Note includes affirmative and negative covenants, events of defaults and other terms and conditions, customary in transactions of this nature.

Amendment of Senior Notes and Warrants

In connection with the sale of the Purchased Securities to Kaufman Kapital LLC under the SPA, the Company entered into an Omnibus Amendment to Note Documents with substantially all of the holders (the “Holders”) of the Company’s Senior Notes and Warrants issued under that certain Subscription Agreement dated as of January 10, 2024, as amended, pursuant to which, among other things, (i) the exercise price of the Warrants issued to the Holders was reduced from $2.00 to $1.00, (ii) the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025 (subject to further extension in the event the maturity date of the Convertible Note is extended), (iii) the Company’s obligation to make payments of principal under the Senior Notes held by the Holders beginning July 1, 2024 has been eliminated, and instead all obligations of the Company under such Senior Notes will be due in one lump sum on the maturity date of the Senior Notes, and (iv) the Company’s obligations under the Convertible Note and liens granted to the holder thereof, will be pari passu with the Company’s obligations under the Senior Notes held by the Holders and liens granted to the holders thereof.

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

You should read the following discussion of our financial condition and results of operations in conjunction with the condensed financial statements and the notes thereto included elsewhere in this Quarterly Report on Form 10-Q and with our audited financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2023. In addition to historical condensed financial information, the following discussion contains forward-looking statements that reflect our plans, estimates, and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements.

Overview

We were incorporated as Avochips Inc., an Oregon corporation, on February 21, 2017, and on November 2, 2017, we converted into Avochips, LLC, an Oregon limited liability company. On November 19, 2021, we converted from an Oregon limited liability company into BranchOut Food Inc., a Nevada corporation.

We are engaged in the development, marketing, sale, and distribution of plant-based, dehydrated fruit and vegetable snacks and powders. Our products have historically been manufactured for us by two contract manufacturers, one based in the Republic of Chile, and the other in the Republic of Peru. The manufacturing facility in Peru houses our new large-scale continuous through-put dehydration machine that completed its first production run in the first quarter of 2023, and which substantially increased our production capacity. Our dehydrated fruit and vegetable products are produced using a new proprietary dehydration technology licensed by us from a third party. Our customers are primarily located throughout the United States. In 2024, we decided to initiate our own production facility in Peru to become vertically integrated. Our new factory is currently being built out and expected to be online and operational by October 2024. We have two large-scale REV machines on order from Enwave Corporation, a REV 100 and REV 120 machine. Both are currently in transit to the Peru facility. We also purchased a small REV 10 R&D machine that is also being delivered to Peru for installation into our new facility. In addition, we expect to move the REV 60 machine that is installed at our prior leased facility to our new facility in the near term.

Using our licensed technology platform, we believe our lines of both branded and private-labeled food products positively address current consumer trends. In our experience, conventional dehydration methods, such as freeze-drying and air drying, tend to degrade most fruit and vegetables through oxidation, browning/color degradation, nutritional content reduction and/or flavor loss. As a result, certain highly sensitive fruits, such as avocados and bananas, have not previously been successfully offered as a dehydrated base for consumer products. We believe that our licensed technology platform and process is the only way to produce quality avocado and banana-based snack and powdered products. Additionally, we believe our licensed technology platform produces superior products when using other fruits and vegetables when compared to conventional drying and dehydration technologies. We license technology, consisting of a portfolio of patents, and purchased production machines, from Enwave, and we have been granted the exclusive rights to use the licensed technology platform as applied to avocados. In addition, BranchOut has the nonexclusive rights to use the licensed technology platform for other products.

We entered into a private labeling contract with one of the world’s largest retailers in late 2022 to supply the retailer with two products for placement in half of their domestic stores. In April 2023, the same retailer agreed to carry two additional products of ours in certain of their stores. In April 2024, we received a commitment from this retailer to carry another product of ours in their stores. Based on this most recent commitment, we anticipate that our products will be carried in a total of 1,400 of this retailer’s stores in September 2024, which will increase the total annualized revenues that we may generate from this retailer to $8 million.

Our Products

We plan to grow revenues strategically by penetrating the multi-billion dollar grocery market opportunity presented by our current product lines, as well as expanding our platform to include additional products that meet our strict plant-based ingredient criteria. Our current primary branded products are:

	●	BranchOut Snacks: dehydrated fruit and vegetable-based snacks, including Avocado Chips, Chewy Banana Bites, Pineapple Chips, Brussels Sprout Crisps and Bell Pepper Crisps.
	●	BranchOut Powders: Avocado Powder, Banana Powder and Blueberry Powder.
	●	BranchOut Industrial Ingredients: Bulk Avocado Powder, dried avocado pieces and other fruit powders/pieces.

We are currently developing additional products, including dragon fruit and private label products for large retailers.

Going Concern Uncertainty

As of June 30, 2024, the Company has incurred recurring losses from operations resulting in an accumulated deficit of $14,804,062, with working capital of $1,302,986. We are too early in our development stage to project revenue with a necessary level of certainty; therefore, we may not have sufficient funds to sustain our operations for the next twelve months and we may need to raise additional cash to fund our operations. These factors raise substantial doubt about our ability to continue as a going concern. The Company continues to develop its operations. In the event sales do not materialize at the expected rates, management would seek additional financing or would attempt to conserve cash by further reducing expenses. There can be no assurance that we will be successful in achieving these objectives.

The condensed consolidated financial statements do not include any adjustments that might result from the outcome of any uncertainty as to the Company’s ability to continue as a going concern. The condensed consolidated financial statements also do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classifications of liabilities that might be necessary should the Company be unable to continue as a going concern. Our ability to scale production and distribution capabilities and further increase the value of our brands, is largely dependent on our success in raising additional capital.

Access to our Equipment in Peru; NXTDried Superfoods

During the fourth quarter of 2023, NXTDried Superfoods, our contract manufacturer located in Peru, became involved in a legal dispute with its landlord and another third party, which resulted in that manufacturer suspending operations. As a result of such dispute, we currently do not have access to the dehydration machine that was previously operated by this manufacturer. Although we have been able to continue to fulfill orders by shifting fulfillment to other manufacturing sources, our costs of goods have increased as a result. In addition, during 2023, we recognized $761,085 of impairment expense, consisting of $485,265, $243,305 and $32,515 on the collectability of a note receivable, VAT taxes receivable and prepaid inventory, respectively, owed to us by NXTDried Superfoods.

Peru Facility Lease

Given the situation with NXTDried Superfoods, we were required to shift fulfillment of orders to alternative manufacturing sources. On May 10, 2024 we entered into a ten-year lease for a 50,000 square-foot food processing plant located in Peru. We expect to relocate our dehydration machine to the Peru Facility along with a new large-scale machine we recently ordered form Enwave, and resume our Peruvian manufacturing operations there in the third quarter of 2024. The lease of the Peru Facility requires us to make monthly lease payments of $8,000 in the first two years of the lease, $20,000 in the third year of the lease, $22,000 in the fourth year of the lease, $24,000 in the fourth year of the lease, and $25,000 thereafter. The lease also has a 10-year renewal option, and a buy-out option under which we may purchase the Peru Facility for $1,865,456.

In connection with our lease of the Peru Facility, we paid $275,000 on May 10, 2024, toward the purchase of a first position mortgage receivable in the amount of $1,267,000, which is secured by the Peru Facility and was owed by the landlord of the Peru Facility to its former tenant, for a purchase price of $1,267,000. The remaining $992,000 was due and payable by us on August 10, 2024, subject to certain requirements which haven’t yet been met, therefore the Company has deferred payment until a later date, to be determined.

Results of Operations for the Three Months Ended June 30, 2024 and 2023

The following table summarizes selected items from the statement of operations for the three months ended June 30, 2024 and 2023, respectively.

	Three Months Ended
	June 30,						Increase /
	2024			2023			(Decrease)

Net revenue	$	1,362,986		$	343,065		$	1,019,921
Cost of goods sold		1,214,227			361,461			852,766
Gross profit		148,759			(18,396	)		167,155

Operating expenses:
General and administrative		321,201			141,031			180,170
Salaries and benefits		349,597			436,238			(86,641	)
Professional services		304,376			158,205			146,171
Total operating expenses		975,174			735,474			239,700

Operating loss		(826,415	)		(753,870	)		72,545

Other income (expense):
Interest income		2,818			2,911			(93	)
Interest expense		(118,957	)		(222,551	)		(103,594	)
Total other income (expense)		(116,139	)		(219,640	)		(103,501	)

Net loss	$	(942,554	)	$	(973,510	)	$	(30,956	)

Net Revenue

Our net revenue for the three months ended June 30, 2024 was $1,362,986, compared to $343,065 for the three months ended June 30, 2023, an increase of $1,019,921, or 297%. The increase in revenue was primarily due to increased sales to our largest customer during the three months ended June 30, 2024.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the three months ended June 30, 2024 was $1,214,227, compared to $361,461 for the three months ended June 30, 2023, an increase of $852,766, or 236%. Cost of goods sold increased primarily due to increased sales during the three months ended June 30, 2024. As a result of the foregoing, we had gross profit of $148,759, representing gross margins of 11%, for the three months ended June 30, 2024 as compared to a gross loss of $18,396, or negative gross margins of 5%, for the three months ended June 30, 2023. Our gross profit margin increased primarily due to cost savings realized as a result of our transition to bulk shipping arrangements during the current period. Cost of goods sold included depreciation expense for the three months ended June 30, 2024 of $56,335, compared to $55,758 for the three months ended June 30, 2023, an increase of $577, or 1%.

General and Administrative

Our general and administrative expense for the three months ended June 30, 2024 was $321,201, compared to $141,031 for the three months ended June 30, 2023, an increase of $180,170, or 128%. The largest components of our general and administrative expenses are advertising and marketing, travel, commissions, and storage, shipping and handling expense, as shown below.

	Three Months Ended June 30,
	2024		2023		Difference		% change

Advertising and marketing	$	41,145	$	25,691	$	15,454		60	%
Travel	$	27,220	$	4,471	$	22,749		509	%
Storage, shipping and handling	$	88,384	$	78,724	$	9,660		12	%
Commissions	$	47,625	$	35,500	$	12,125		34	%

Advertising and marketing expenses increased for the three months ended June 30, 2024, compared to the corresponding period in 2023, as we focused our resources on our IPO in the prior period. Our travel expenses increased for the same reason, as we resumed our international travel after the IPO that was completed in the prior year. Storage, shipping and handling expenses increased primarily due to increased international shipping rates and increased production that was driven by our increased sales. Likewise, commissions increased due to our increased sales.

Salaries and Wages

Salaries and wages for the three months ended June 30, 2024 was $349,597, compared to $436,238 for the three months ended June 30, 2023, a decrease of $86,641, or 20%. This decrease was primarily attributable to bonuses awarded in the comparative period that were not recognized in the current period. In addition, salaries and wages included $17,751 of non-cash, stock-based compensation related to stock options awarded during the current period.

Professional Fees

Professional fees for the three months ended June 30, 2024 was $304,376, compared to $158,205 for the three months ended June 30, 2023, an increase of $146,171, or 92%. This increase was primarily attributable to increased legal and consulting fees in the current period, as a portion of these fees were capitalized as offering costs on our IPO in the comparative period. Professional fees included $140,491 and $18,046 of non-cash, stock-based compensation for the three months ended June 30, 2024 and 2023, respectively.

Other Income (Expense)

In the three months ended June 30, 2024, other expense was $116,139 on a net basis, consisting of $118,957 of interest expense, as partially offset by $2,818 of interest income. For the three months ended June 30, 2023, other expense was $219,640 on a net basis, consisting of $222,551 of interest expense, as partially offset by $2,911 of interest income. Other expense decreased by $103,501, or 47%, primarily due to the decreased interest on debt which was mostly settled in June of 2023.

Net loss

Net loss for the three months ended June 30, 2024 was $942,554, compared to $973,510 for the three months ended June 30, 2023, a decrease of $30,956, or 3%. The decreased net loss was primarily due to increased gross profit and decreased interest on debt, as partially offset by increased non-cash, stock-based compensation costs and compliance costs related to reporting as a public company.

Results of Operations for the Six Months Ended June 30, 2024 and 2023

The following table summarizes selected items from the statement of operations for the six months ended June 30, 2024 and 2023, respectively.

	Six Months Ended
	June 30,						Increase /
	2024			2023			(Decrease)

Net revenue	$	2,830,002		$	440,405		$	2,389,597
Cost of goods sold		2,397,655			488,443			1,909,212
Gross profit		432,347			(48,038	)		480,385

Operating expenses:
General and administrative		640,937			321,931			319,006
Salaries and benefits		947,883			688,048			259,835
Professional services		695,042			302,346			392,696
Total operating expenses		2,283,862			1,312,325			971,537

Operating loss		(1,851,515	)		(1,360,363	)		491,152

Other income (expense):
Interest income		5,695			5,756			(61	)
Interest expense		(147,701	)		(395,996	)		(248,295	)
Total other income (expense)		(142,006	)		(390,240	)		(248,234	)

Net loss	$	(1,993,521	)	$	(1,750,603	)	$	242,918

Net Revenue

Our net revenue for the six months ended June 30, 2024 was $2,830,002, compared to $440,405 for the six months ended June 30, 2023, an increase of $2,389,597, or 543%. The increase in revenue was primarily due to increased sales to our largest customer during the six months ended June 30, 2024.

Cost of Goods Sold and Gross Profit

Our cost of goods sold for the six months ended June 30, 2024 was $2,397,655, compared to $488,443 for the six months ended June 30, 2023, an increase of $1,909,212, or 391%. Cost of goods sold increased primarily due to increased sales during the six months ended June 30, 2024. As a result of the foregoing, we had gross profit of $432,347, representing gross margins of 15%, for the six months ended June 30, 2024 as compared to a gross loss of $48,038, or negative gross margins of 11%, for the six months ended June 30, 2023. Our gross profit margin increased primarily due to cost savings realized as a result of our transition to bulk shipping arrangements during the current period. Cost of goods sold included depreciation expense for the six months ended June 30, 2024 of $112,671, compared to $111,581 for the six months ended June 30, 2023, an increase of $1,091, or 1%.

General and Administrative

Our general and administrative expense for the six months ended June 30, 2024 was $640,937, compared to $321,931 for the six months ended June 30, 2023, an increase of $319,006, or 99%. The largest components of our general and administrative expenses are advertising and marketing, travel, commissions, and storage, shipping and handling expense, as shown below.

	Six Months Ended June 30,
	2024		2023		Difference		% change

Advertising and marketing	$	98,204	$	62,360	$	35,844		57	%
Travel	$	68,630	$	29,411	$	39,219		133	%
Storage, shipping and handling	$	192,821	$	101,614	$	91,207		90	%
Commissions	$	114,139	$	60,765	$	53,374		88	%

Advertising and marketing expenses increased for the six months ended June 30, 2024, compared to the corresponding period in 2023, as we focused our resources on our IPO in the prior period. Our travel expenses increased for the same reason, as we resumed our international travel after the IPO that was completed in the prior year. Storage, shipping and handling expenses increased primarily due to increased international shipping rates and increased production that was driven by our increased sales. Likewise, commissions increased due to our increased sales.

Salaries and Wages

Salaries and wages for the six months ended June 30, 2024 was $947,883, compared to $688,048 for the six months ended June 30, 2023, an increase of $259,835, or 38%. This increase was primarily attributable to $394,135 of non-cash, stock-based compensation related to stock options awarded during the current period.

Professional Fees

Professional fees for the six months ended June 30, 2024 was $695,042, compared to $302,346 for the six months ended June 30, 2023, an increase of $392,696, or 130%. This increase was primarily attributable to increased legal and consulting fees in the current period, as a portion of these fees were capitalized as offering costs on our IPO in the comparative period. Professional fees included $290,85 and $68,492 of non-cash, stock-based compensation for the six months ended June 30, 2024 and 2023, respectively.

Other Income (Expense)

In the six months ended June 30, 2024, other expense was $142,006 on a net basis, consisting of $147,701 of interest expense, as partially offset by $5,695 of interest income. For the six months ended June 30, 2023, other expense was $390,240 on a net basis, consisting of $395,996 of interest expense, as partially offset by $5,756 of interest income. Other expense decreased by $248,234, or 64%, primarily due to the decreased interest on debt which was mostly settled in June of 2023.

Net loss

Net loss for the six months ended June 30, 2024 was $1,993,521, compared to $1,750,603 for the six months ended June 30, 2023, an increase of $242,918, or 14%. The increased net loss was primarily due to increased non-cash, stock-based compensation costs, and compliance costs related to reporting as a public company, as partially offset by increased gross profits and decreased interest on debt which was mostly settled in the prior year.

Liquidity and Capital Resources

The following table summarizes our total current assets, liabilities and working capital as of June 30, 2024 and December 31, 2023.

	June 30,		December 31,
	2024		2023
Current Assets	$	2,585,907	$	1,678,243

Current Liabilities	$	1,282,921	$	779,093

Working Capital	$	1,302,986	$	899,150

As of June 30, 2024, we had working capital of $1,302,986. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future, and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from the sales of our products, common stock sales, and debt financing. As of June 30, 2024, we had cash of $936,061, total liabilities of $4,672,312, and an accumulated deficit of $14,804,062. As of December 31, 2023, we had cash of $657,789, total liabilities of $914,622, and an accumulated deficit of $12,810,541.

Cash Flow

Comparison of the Six Months Ended June 30, 2024 and the Six Months Ended June 30, 2023

The following table sets forth the primary sources and uses of cash for the periods presented below:

	Six Months Ended
	June 30,
	2024			2023
Net cash used in operating activities	$	(1,357,463	)	$	(2,799,724	)
Net cash used in investing activities		(566,431	)		(10,100	)
Net cash provided by financing activities		2,202,108			3,850,171
Effect of exchange rate changes on cash		58			-

Net change in cash	$	278,272		$	1,040,347

Net Cash Used in Operating Activities

Net cash used in operating activities was $1,357,463 for the six months ended June 30, 2024, compared to $2,799,724 for the six months ended June 30, 2023, a decrease of $1,442,261, or 52%. The decrease was primarily due to our increased stock-based compensation, accounts receivable, and accounts payable, as partially offset by the $275,000 payment for other assets.

Net Cash Used in Investing Activities

Net cash used in investing activities was $566,431 for the six months ended June 30, 2024, compared to $10,100 for the six months ended June 30, 2023, an increase of $556,331, or 5,508%. This increase was primarily attributable to $576,331 of property and equipment purchases, as partially offset by $9,900 of advances received on notes receivable in the current period, compared to $10,100 of property and equipment purchases in the comparative period.

Net Cash Provided by Financing Activities

Net cash provided by financing activities was $2,202,108 for the six months ended June 30, 2024, compared to $3,850,171 for the six months ended June 30, 2023, a decrease of $1,648,063, or 43%. Our decreased cash provided by financing activities was primarily from $4,826,000 of decreased proceeds received on the sale of common stock and $10,779 of increased principal payments on finance leases, as partially offset by $578,710 of increased net proceeds received on debt financing, $2,268,791 fewer debt repayments, and $341,215 of decreased deferred offering cost payments in the prior period.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial results are affected by the selection and application of accounting policies and methods. In the six-month period ended June 30, 2024 there were no changes to the application of critical accounting policies disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.

CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

NOTICE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of others. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining adequate disclosure controls and procedures for our company. Consequently, our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act as of June 30, 2024. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the three-month period ended June 30, 2024, there were no changes in our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934).

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We may become, from time to time, involved in routine litigation or subject to disputes or claims related to our business activities. We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.

ITEM 1A. RISK FACTORS

The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined in Rule 12b-2 of the Exchange Act.

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

None

ITEM 6. EXHIBITS.

Exhibit		Description
1.1		Underwriting Agreement, dated June 26, 2024, between the Company and Alexander Capital, L.P., as Representative of the Underwriters (Incorporated by reference to Exhibit 1.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024)
3.1		Articles of Incorporation of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.1 of the Company’s form S-1 filed with the Securities and Exchange Commission on April 24, 2023)
3.2		Bylaws of BranchOut Food Inc. (Incorporated by reference to Exhibit 3.2 of the Company’s form S-1 filed with the Securities and Exchange Commission on June 9, 2023)
3.3		Certificate of Amendment to Articles of Incorporation (Incorporated by reference to Exhibit 1.2 of the Company’s form 8-K filed with the Securities and Exchange Commission on June 22, 2023)
3.4		Certificate of Amendment to Articles of Incorporation of BranchOut Food Inc. filed January 4, 2024 (Incorporated by reference to Exhibit 3.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 8, 2024)
4.1		Form of Warrant issued under Subscription Agreement dated as of January 9, 2024, as amended on April 15, 2024 (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
4.2		Representative’s Warrant (Incorporated by reference to Exhibit 4.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on July 1, 2024)
10.1		Subscription Agreement dated as of January 9, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.2		Form of Senior Secured Note issued under Subscription Agreement dated as of January 9, 2024, as amended April 15, 2024 (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.3		Security Agreement dated as of January 9, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated by reference to Exhibit 10.3 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on January 16, 2024)
10.4		First Amendment to Subscription Agreement dated as of April 16, 2024, between BranchOut Food Inc. and the investors named therein (Incorporated by reference to Exhibit 10.4 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 16, 2024)
10.5		Lease Agreement, dated as of May 10, 2024, between BranchOut Food Inc. and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.1 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024)
10.6		Assignment of Credit and Substitution of Mortgagee, dated as of May 10, 2024, among BranchOut Food Inc., assignor, and landlord of the Peru Facility (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 16, 2024)
10.7		License Agreement between BranchOut Food, Inc. and EnWave Corporation dated May 7, 2021, together with amendments thereto dated October 26, 2022 and February 21, 2023. (Incorporated by reference to Exhibit 10.11 of the Form S-1 filed with the Securities and Exchange Commission by BranchOut Food Inc. on April 24, 2023).
10.8		Third Amendment to License Agreement, dated as of May 23, 2024, between BranchOut Food Inc. and EnWave Corporation (Incorporated by reference to Exhibit 10.2 of the Form 8-K filed with the Securities and Exchange Commission by BranchOut Food Inc. on May 28, 2024)
31.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
31.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a)
32.1*		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Chief Financial Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 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 Schema Document
101.CAL*		Inline XBRL Calculation Linkbase Document
101.DEF*		Inline XBRL Definition Linkbase Document
101.LAB*		Inline XBRL Labels Linkbase Document
101.PRE*		Inline XBRL Presentation Linkbase Document
104*		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Filed herewith

SIGNATURES

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

Signature	Title	Date

/s/ Eric Healy	Chief Executive Officer	August 14, 2024
Eric Healy	(Principal Executive Officer)

/s/ John Dalfonsi	Chief Financial Officer	August 14, 2024
John Dalfonsi	(Principal Accounting and Financial Officer)

EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric Healy, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BranchOut Food Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ Eric Healy
	Eric Healy
	Chief Executive Officer

Dated: August 14, 2024

EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO

RULE 13A-14(A) OR RULE 15D-14(A),

AS ADOPTED PURSUANT TO

RULE 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Dalfonsi, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of BranchOut Food Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

	a.	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to me by others within those entities, particularly during the period in which this report is being prepared;

	b.	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

	a.	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

	/s/ John Dalfonsi
	John Dalfonsi
	Chief Financial Officer

Dated: August 14, 2024

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BranchOut Food Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 (the “Report”) I, Eric Healy, Chief Executive Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2024

	/s/ Eric Healy
Name:	Eric Healy
Title:	Chief Executive Officer

This certification accompanies the foregoing Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Registrant for purposes of Section 18 of the Securities Exchange Act of 1934, as amended. A signed original of this certification has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of BranchOut Food Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2024 (the “Report”) I, John Dalfonsi, Principal Financial Officer of the Company, certify, pursuant to 18 USC Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge and belief:

	1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

	2.	Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 14, 2024

	/s/ John Dalfonsi
Name:	John Dalfonsi
Title:	Chief Financial Officer

Cover - $ / shares	6 Months Ended
Cover - $ / shares	Jun. 30, 2024	Aug. 14, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-41723
Entity Registrant Name	BRANCHOUT FOOD INC.
Entity Central Index Key	0001962481
Entity Tax Identification Number	81-3980472
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	205 SE Davis Avenue
Entity Address, City or Town	Bend
Entity Address, State or Province	OR
Entity Address, Postal Zip Code	97702
City Area Code	(844)
Local Phone Number	263-6637
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	BOF
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		6,792,709
Entity Listing, Par Value Per Share	$ 0.001

Condensed Consolidated Balance Sheets - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash	$ 936,061	$ 657,789
Accounts receivable	389,493	635,549
Advances on inventory purchases	866,244
Inventory	273,983	336,805
Other current assets	120,126	48,100
Total current assets	2,585,907	1,678,243
Property and equipment, net	1,378,659	914,999
Right-of-use asset	2,041,084	147,228
Other asset	275,000
Note receivable	374,728	384,628
Total Assets	6,655,378	3,125,098
Current liabilities:
Accrued expenses	73,910	165,244
Operating lease liability, current portion	11,547
Finance lease liability, current portion	32,640	30,901
Total current liabilities	1,282,921	779,093
Operating lease liability, net of current portion	1,929,936
Finance lease liability, net of current portion	84,263	101,029
Total Liabilities	4,672,312	914,622
Stockholders’ Equity:
Preferred stock, $0.001 par value, 8,000,000 shares authorized; no shares issued and outstanding
Common stock, $0.001 par value, 80,000,000 shares authorized; 6,009,671 and 4,044,252 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively	6,010	4,044
Additional paid-in capital	16,781,060	15,016,973
Accumulated other comprehensive income	58
Accumulated deficit	(14,804,062)	(12,810,541)
Total Stockholders’ Equity	1,983,066	2,210,476
Total Liabilities and Stockholders’ Equity	6,655,378	3,125,098
Nonrelated Party [Member]
Current liabilities:
Accounts payable	1,078,046	382,948
Notes payable, current portion		200,000
Notes payable, net of current portion	34,500	34,500
Related Party [Member]
Current liabilities:
Notes payable, current portion	86,778
Notes payable, net of current portion	$ 1,340,692

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	8,000,000	8,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	80,000,000	80,000,000
Common stock, shares issued	6,009,671	4,044,252
Common stock, shares outstanding	6,009,671	4,044,252

Condensed Consolidated Statements of Operations And Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Income Statement [Abstract]
Net revenue	$ 1,362,986	$ 343,065	$ 2,830,002	$ 440,405
Cost of goods sold	1,214,227	361,461	2,397,655	488,443
Gross profit (loss)	148,759	(18,396)	432,347	(48,038)
Operating expenses:
General and administrative	321,201	141,031	640,937	321,931
Salaries and wages	349,597	436,238	947,883	688,048
Professional fees	304,376	158,205	695,042	302,346
Total operating expenses	975,174	735,474	2,283,862	1,312,325
Operating loss	(826,415)	(753,870)	(1,851,515)	(1,360,363)
Other income (expense):
Interest income	2,818	2,911	5,695	5,756
Interest expense	(118,957)	(222,551)	(147,701)	(395,996)
Total other income (expense)	(116,139)	(219,640)	(142,006)	(390,240)
Net loss	(942,554)	(973,510)	(1,993,521)	(1,750,603)
Other comprehensive income:
Gain on foreign currency translation	58		58
Net other comprehensive income	$ (942,496)	$ (973,510)	$ (1,993,463)	$ (1,750,603)
Weighted average common shares outstanding - basic	4,268,183	1,642,995	4,188,825	1,423,103
Weighted average common shares outstanding - diluted	4,268,183	1,642,995	4,188,825	1,423,103
Net loss per common share - basic	$ (0.22)	$ (0.59)	$ (0.48)	$ (1.23)
Net loss per common share - diluted	$ (0.22)	$ (0.59)	$ (0.48)	$ (1.23)

Condensed Consolidated Statements of Changes In Stockholders' Equity (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Subscriptions payable [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Total
Balance at Dec. 31, 2022	$ 1,201	$ 3,743,902			$ (8,884,831)	$ (5,139,728)
Balance, shares at Dec. 31, 2022	1,200,769
Common stock issued pursuant to initial public offering	$ 1,190	4,940,856				4,942,046
Common stock issued pursuant to initial public offering, shares	1,190,000
Stock options issued for services		68,492				68,492
Common stock warrants granted to note holders pursuant to debt financing		46,090				46,090
Net loss					(1,750,603)	(1,750,603)
Common stock issued for debt conversions	$ 1,572	6,027,632				6,029,204
Common stock issued for debt conversions, shares	1,572,171
Balance at Jun. 30, 2023	$ 3,963	14,826,972			(10,635,434)	4,195,501
Balance, shares at Jun. 30, 2023	3,962,940
Balance at Mar. 31, 2023	$ 1,201	3,794,348			(9,661,924)	(5,866,375)
Balance, shares at Mar. 31, 2023	1,200,769
Common stock issued pursuant to initial public offering	$ 1,190	4,940,856				4,942,046
Common stock issued pursuant to initial public offering, shares	1,190,000
Stock options issued for services		18,046				18,046
Common stock warrants granted to note holders pursuant to debt financing		46,090				46,090
Net loss					(973,510)	(973,510)
Common stock issued for debt conversions	$ 1,572	6,027,632				6,029,204
Common stock issued for debt conversions, shares	1,572,171
Balance at Jun. 30, 2023	$ 3,963	14,826,972			(10,635,434)	4,195,501
Balance, shares at Jun. 30, 2023	3,962,940
Balance at Dec. 31, 2023	$ 4,044	15,016,973			(12,810,541)	2,210,476
Balance, shares at Dec. 31, 2023	4,044,252
Balance at Mar. 31, 2024	$ 4,121	15,515,716	36,019		(13,861,508)	1,694,348
Balance, shares at Mar. 31, 2024	4,121,346
Balance at Dec. 31, 2023	$ 4,044	15,016,973			(12,810,541)	2,210,476
Balance, shares at Dec. 31, 2023	4,044,252
Common stock issued pursuant to initial public offering	$ 1,750	999,175				1,000,925
Common stock issued pursuant to initial public offering, shares	1,750,000
Common stock issued for services	$ 216	289,869				290,085
Common stock issued for services, shares	215,419
Stock options issued for services		394,135				394,135
Common stock warrants granted to note holders pursuant to debt financing		80,908				80,908
Gain on foreign currency translation				58		58
Net loss					(1,993,521)	(1,993,521)
Balance at Jun. 30, 2024	$ 6,010	16,781,060		58	(14,804,062)	1,983,066
Balance, shares at Jun. 30, 2024	6,009,671
Balance at Mar. 31, 2024	$ 4,121	15,515,716	36,019		(13,861,508)	1,694,348
Balance, shares at Mar. 31, 2024	4,121,346
Common stock issued pursuant to initial public offering	$ 1,750	999,175				1,000,925
Common stock issued pursuant to initial public offering, shares	1,750,000
Common stock issued for services	$ 139	176,371	(36,019)			140,491
Common stock issued for services, shares	138,325
Stock options issued for services		17,751				17,751
Common stock warrants granted to note holders pursuant to debt financing		72,047				72,047
Gain on foreign currency translation				58		58
Net loss					(942,554)	(942,554)
Balance at Jun. 30, 2024	$ 6,010	$ 16,781,060		$ 58	$ (14,804,062)	$ 1,983,066
Balance, shares at Jun. 30, 2024	6,009,671

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (1,993,521)	$ (1,750,603)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	112,671	111,581
Amortization of debt discounts	92,168	46,090
Common stock issued for services	290,085
Options and warrants issued for services	394,135	68,492
Decrease (increase) in assets:
Accounts receivable	246,056	(156,488)
Advances on inventory purchases	(866,244)	(821,753)
Inventory	62,822	37,921
Other current assets	(72,026)	(218,123)
Right-of-use asset	49,502	4,943
Other assets	(275,000)
Increase (decrease) in liabilities:
Accounts payable	695,098	(56,558)
Accounts payable, related parties		15,750
Accrued expenses	(91,334)	(80,976)
Operating lease liability	(1,875)
Net cash used in operating activities	(1,357,463)	(2,799,724)
Cash flows from investing activities
Purchase of property and equipment	(576,331)	(10,100)
Payments received on notes receivable	9,900
Net cash used in investing activities	(566,431)	(10,100)
Cash flows from financing activities
Payment of deferred offering costs	(399,075)	(740,290)
Proceeds received on convertible notes payable, related parties		25,000
Proceeds received on convertible notes payable, unrelated parties		442,500
Proceeds received on notes payable		370,000
Repayment of notes payable	(200,000)	(2,420,000)
Proceeds received on notes payable, related parties	1,416,210
Repayments on revolving line of credit		(48,791)
Principal payments on finance lease	(15,027)	(4,248)
Proceeds from sale of common stock	1,400,000	6,226,000
Net cash provided by financing activities	2,202,108	3,850,171
Effect of exchange rate changes on cash	58
Net increase in cash	278,272	1,040,347
Cash and restricted cash - beginning of period	657,789	548,447
Cash - ending of period	936,061	1,588,794
Supplemental disclosures:
Interest paid	56,010	397,059
Income taxes paid
Non-cash investing and financing transactions:
Relative fair value of warrants issued as a debt discount	80,908	46,090
Relative fair value of shares issued on debt conversions		6,029,204
Initial recognition of right-of-use assets and lease liabilities	$ 1,943,358	$ 168,320

Nature of Business and Significant Accounting Policies

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Nature of Business and Significant Accounting Policies

Note 1 – Nature of Business and Significant Accounting Policies

Nature of Business

Basis of Accounting

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.

⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Going Concern

Nasdaq Delisting Notice

Use of Estimates

Segment Reporting

Fair Value of Financial Instruments

Cash and Cash Equivalents

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Cash in Excess of FDIC Insured Limits

Accounts Receivable

Inventory

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	23,436	$	13,734
Finished goods		250,547		323,071
Total inventory		273,983		336,805

Property and Equipment

Schedule of Estimated Useful Lives

Office equipment		3 years
Furniture and fixtures		5 years
Equipment and machinery		5 years

Impairment of Long-Lived Assets

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

License Agreement

Revenue Recognition

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and six months ended June 2024 and 2023:

Schedule of Revenue


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024		2023

Revenue	$	1,451,828	$	341,414		$	2,922,664	$	451,993
Less: slotting, discounts, and allowances		88,842		(1,651	)		92,662		11,588
Net revenue	$	1,362,986	$	343,065		$	2,830,002	$	440,405

Cost of Goods Sold

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Advertising Costs

The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $98,204 and $62,360 for the six months ended June 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company issued stock-based compensation in the amount of $684,220 and $68,492 for the six months ended June 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

Related Party Transactions

6 Months Ended

Jun. 30, 2024

Related Party Transactions

Note 2 – Related Party Transactions

Debt Financing

Each Warrant is exercisable for a ten-year period at an exercise price of $1.00 per share (after giving effect to the amendment discussed in Note 15).

Common Stock Options Issued for Services

Formation of Subsidiary

6 Months Ended

Jun. 30, 2024

Formation Of Subsidiary

Formation of Subsidiary

Note 3 – Formation of Subsidiary

Fair Value of Financial Instruments

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value of Financial Instruments

Note 4 – Fair Value of Financial Instruments

Level 1 - Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 3 - Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of June 30, 2024 and December 31, 2023:


	Fair Value Measurements at June 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	936,061	$	-		$	-
Right-of-use-asset		-		-			2,041,084
Notes receivable		-		374,728			-
Total assets		936,061		374,728			2,041,084
Liabilities
Notes payable		-		34,500			-
Notes payable, related parties, net of $247,530 of discounts		-		1,427,470			-
Lease liabilities		-		-			2,058,386
Total liabilities		-		1,957,030			2,058,386
Total assets and liabilities		936,061		(1,582,302	)		(17,302	)


	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		235,000		-
Lease liability		-		-		131,930
Total liabilities		-		235,000		131,930
Total assets and liabilities		657,789		149,628		15,298

There were no transfers of financial assets or liabilities between Level 1, Level 2 and Level 3 inputs for the six months ended June 30, 2024, or the year ended December 31, 2023.

Major Customers and Accounts Receivable

6 Months Ended

Jun. 30, 2024

Risks and Uncertainties [Abstract]

Major Customers and Accounts Receivable

Note 5 – Major Customers and Accounts Receivable

Other Current Assets

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Current Assets

Note 6 – Other Current Assets

Other current assets consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	June 30,		December 31,
	2024		2023
Prepaid insurance costs	$	1,143	$	2,403
Prepaid advertising and trade show fees		58,231		20,106
Prepaid professional fees & license fees		35,563		6,056
Interest receivable		25,189		19,535
Total other current assets	$	120,126	$	48,100

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Property and Equipment

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Note 7 – Property and Equipment

Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	June 30,			December 31,
	2024			2023
Equipment and machinery	$	1,809,665		$	1,233,334
Less: Accumulated depreciation		(431,006	)		(318,335	)
Total property and equipment, net	$	1,378,659		$	914,999

Depreciation of property and equipment was $112,671 and $111,581 for the six months ended June 30, 2024 and 2023, respectively.

Other Asset

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Other Asset

Note 8 – Other Asset

Notes Receivable

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Notes Receivable

Note 9 – Notes Receivable

Nanuva Note Receivable

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)	1,000
Banana Chips	Worldwide (except Chile)	1,000
Avocado Snacks	North America (Canada and USA)	1,000
Avocado Chips	Worldwide	1,000
Other Powders	No Exclusivity	-0-

Accrued Expenses

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Accrued Expenses

Note 10 – Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	June 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	44,843	$	43,376
Accrued interest		2,100		2,577
Accrued chargebacks		26,967		119,291
Total accrued expenses	$	73,910	$	165,244

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Notes Payable

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Notes Payable

Note 11 – Notes Payable

Notes payable consists of the following as of June 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	June 30,		December 31,
	2024		2023

Total notes payable	$	34,500	$	234,500
Less: current maturities		-		200,000
Notes payable, less current maturities	$	34,500	$	34,500

The Company recognized $903 and $195,620 of interest expense on notes payable for the six months ended June 30, 2024 and 2023, respectively.

Notes Payable, Related Parties

6 Months Ended

Jun. 30, 2024

Notes Payable Related Parties

Notes Payable, Related Parties

Note 12 – Notes Payable, Related Parties

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

The Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	June 30,		June 30,
	2024		2023
Interest on convertible notes payable, related parties	$	-	$	3,696
Interest on convertible notes payable		-		138,316
Interest on notes payable		903		195,620
Interest on notes payable, related parties		54,630		-
Interest on notes payable		54,630		-
Amortization of debt discounts on related party notes		71,718		-
Amortization of debt discounts on related party notes, warrants		20,450		46,090
Amortization of debt discounts		20,450		46,090
Interest on revolving line of credit		-		7,786
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	147,701	$	395,996

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Leases

6 Months Ended

Jun. 30, 2024

Leases

Leases

Note 13 – Leases

Equipment Lease

Peru Facility Lease

The components of lease expense were as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	32,389	$	-
Interest on lease liability		14,124		-
Total operating lease cost		46,513		-
Finance lease cost:
Amortization of right-of-use asset	$	17,114	$	-
Interest on lease liability		6,915		-
Total finance lease cost		24,029		-
Total finance lease cost	$	70,542	$	-

Supplemental balance sheet information related to leases was as follows:

	June 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,910,969		$	-

Current portion of operating lease liability	$	11,547			-
Noncurrent operating lease liability		1,929,936			-
Total operating lease liability	$	1,941,483		$	-
Finance lease:
Finance lease assets	$	130,115		$	147,228

Current portion of finance lease liability	$	32,640			30,901
Noncurrent finance lease liability		84,263			101,029
Total finance lease liability	$	116,903		$	131,930

Weighted average remaining lease term:
Operating lease		9.83 years			-
Finance lease		2.89 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	1,875	$	-
Finance cash flows used for finance leases	$	15,027	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

The future minimum lease payments due under operating leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	48,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,468,000
Less effects of discounting		526,517
Lease liability recognized		1,941,483
Less current portion		11,547
Long-term operating lease liability	$	1,929,936

The future minimum lease payments due under finance leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	21,943
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		138,973
Less effects of discounting		22,070
Lease liability recognized		116,903
Less current portion		32,640
Long-term finance lease liability	$	84,263

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Commitments and Contingencies

6 Months Ended

Jun. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 14 – Commitments and Contingencies

Legal Matters

Operating Lease

Finance Lease

The Company leases equipment under a non-cancelable finance lease payable in monthly installments of $3,657 expiring on August 31, 2027.

Other Contractual Commitments

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Changes in Stockholders’ Equity

6 Months Ended

Jun. 30, 2024

Equity [Abstract]

Changes in Stockholders’ Equity

Note 15 – Changes in Stockholders’ Equity

Preferred Stock

The Company has authorized 8,000,000 shares of $0.001 par value preferred stock. As of June 30, 2024, none of the preferred stock had been designated or issued.

Common Stock

Common Stock Sale

The Offering closed on June 28, 2024. The Company received net proceeds from the Offering of $1,000,925 after deducting the underwriting discounts and commissions and offering expenses.

Common Stock Issued for Services

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Common Stock Options

6 Months Ended

Jun. 30, 2024

Common Stock Options

Common Stock Options

Note 16 – Common Stock Options

Stock Incentive Plan

Common Stock Options Issued for Services

Common Stock Warrants

6 Months Ended

Jun. 30, 2024

Common Stock Warrants

Common Stock Warrants

Note 17 – Common Stock Warrants

Warrants Issued Pursuant to Debt Offering

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Income Taxes

6 Months Ended

Jun. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

Note 18 - Income Taxes

The effective income tax rate for the six months ended June 30, 2024 and 2023, was 21%.

Additionally, in accordance with ASC 740, the Company has evaluated its tax positions and determined there are no uncertain tax positions.

Subsequent Events

6 Months Ended

Jun. 30, 2024

Subsequent Events [Abstract]

Subsequent Events

Note 19 – Subsequent Events

The Company evaluates events that have occurred after the balance sheet date through the date these financial statements were issued, noting no reportable event, except as follows:

Common Stock Sales

Unit Offering Sale of Common Stock and Warrants

BRANCHOUT FOOD INC.

NOTES TO THE CONDENSED FINANCIAL STATEMENTS

(Unaudited)

Convertible Note Financing

On July 24, 2024, the Company issued the Purchased Securities to the Investor in consideration of the Investor making the Initial Loan to the Company.

Amendment of Senior Notes and Warrants

Nature of Business and Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Nature of Business

Basis of Accounting

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of the following entities, all of which were under common control and ownership at June 30, 2024:

Name of Entity	Jurisdiction	Relationship
BranchOut Food Inc.⁽¹⁾	Nevada, U.S.	Parent
BranchOut Food Sucursal Peru⁽²⁾	Peru	Subsidiary

⁽¹⁾	Holding company in the form of a corporation.

⁽²⁾	Peruvian wholly-owned subsidiary of BranchOut Food Inc. in the form of a branch.

The consolidated financial statements herein contain the operations of the wholly-owned subsidiaries listed above. The Company’s headquarters are located in Bend, Oregon.

Reclassifications

Going Concern

Nasdaq Delisting Notice

Use of Estimates

Segment Reporting

Fair Value of Financial Instruments

Cash and Cash Equivalents

Cash in Excess of FDIC Insured Limits

Accounts Receivable

Inventory

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	23,436	$	13,734
Finished goods		250,547		323,071
Total inventory		273,983		336,805

Property and Equipment

Schedule of Estimated Useful Lives

Office equipment		3 years
Furniture and fixtures		5 years
Equipment and machinery		5 years

Impairment of Long-Lived Assets

License Agreement

Revenue Recognition

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and six months ended June 2024 and 2023:

Schedule of Revenue


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024		2023

Revenue	$	1,451,828	$	341,414		$	2,922,664	$	451,993
Less: slotting, discounts, and allowances		88,842		(1,651	)		92,662		11,588
Net revenue	$	1,362,986	$	343,065		$	2,830,002	$	440,405

Cost of Goods Sold

Advertising Costs

The Company expenses the cost of advertising and promotions as incurred. Advertising and promotions expense was $98,204 and $62,360 for the six months ended June 30, 2024 and 2023, respectively.

Stock-Based Compensation

The Company issued stock-based compensation in the amount of $684,220 and $68,492 for the six months ended June 30, 2024 and 2023, respectively.

Recent Accounting Pronouncements

Nature of Business and Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2024

Accounting Policies [Abstract]

Schedule of Inventory

	June 30,		December 31,
	2024		2023
Raw materials	$	23,436	$	13,734
Finished goods		250,547		323,071
Total inventory		273,983		336,805

Schedule of Estimated Useful Lives

Office equipment		3 years
Furniture and fixtures		5 years
Equipment and machinery		5 years

Schedule of Revenue

Expenses such as slotting fees, sales discounts, and allowances are accounted for as a direct reduction of revenues as follows for the three and six months ended June 2024 and 2023:

Schedule of Revenue


	For the Three Months Ended					For the Six Months Ended
	June 30,					June 30,
	2024		2023			2024		2023

Revenue	$	1,451,828	$	341,414		$	2,922,664	$	451,993
Less: slotting, discounts, and allowances		88,842		(1,651	)		92,662		11,588
Net revenue	$	1,362,986	$	343,065		$	2,830,002	$	440,405

Fair Value of Financial Instruments (Tables)

6 Months Ended

Jun. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis

The following schedule summarizes the valuation of financial instruments at fair value on a recurring basis in the balances sheet as of June 30, 2024 and December 31, 2023:


	Fair Value Measurements at June 30, 2024
	Level 1		Level 2			Level 3
Assets
Cash	$	936,061	$	-		$	-
Right-of-use-asset		-		-			2,041,084
Notes receivable		-		374,728			-
Total assets		936,061		374,728			2,041,084
Liabilities
Notes payable		-		34,500			-
Notes payable, related parties, net of $247,530 of discounts		-		1,427,470			-
Lease liabilities		-		-			2,058,386
Total liabilities		-		1,957,030			2,058,386
Total assets and liabilities		936,061		(1,582,302	)		(17,302	)


	Fair Value Measurements at December 31, 2023
	Level 1		Level 2		Level 3
Assets
Cash	$	657,789	$	-	$	-
Right-of-use-asset		-		-		147,228
Notes receivable		-		384,628		-
Total assets		657,789		384,628		147,228
Liabilities
Notes payable		-		235,000		-
Lease liability		-		-		131,930
Total liabilities		-		235,000		131,930
Total assets and liabilities		657,789		149,628		15,298

Other Current Assets (Tables)

6 Months Ended

Jun. 30, 2024

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Other Current Assets

Other current assets consisted of the following as of June 30, 2024 and December 31, 2023:

Schedule of Other Current Assets

	June 30,		December 31,
	2024		2023
Prepaid insurance costs	$	1,143	$	2,403
Prepaid advertising and trade show fees		58,231		20,106
Prepaid professional fees & license fees		35,563		6,056
Interest receivable		25,189		19,535
Total other current assets	$	120,126	$	48,100

Property and Equipment (Tables)

6 Months Ended

Jun. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of June 30, 2024 and December 31, 2023 consisted of the following:

Schedule of Property and Equipment

	June 30,			December 31,
	2024			2023
Equipment and machinery	$	1,809,665		$	1,233,334
Less: Accumulated depreciation		(431,006	)		(318,335	)
Total property and equipment, net	$	1,378,659		$	914,999

Notes Receivable (Tables)

6 Months Ended

Jun. 30, 2024

Receivables [Abstract]

Summary of Nanuva’s Exclusive Distributor in Territories

	Exclusivity	Minimum Volume
Product	Territories	(Kg/month)(“MOQ”)
Avocado Powder	Worldwide (except Chile)	1,000
Banana Chips	Worldwide (except Chile)	1,000
Avocado Snacks	North America (Canada and USA)	1,000
Avocado Chips	Worldwide	1,000
Other Powders	No Exclusivity	-0-

Accrued Expenses (Tables)

6 Months Ended

Jun. 30, 2024

Payables and Accruals [Abstract]

Schedule of Accrued Expenses

Accrued expenses consisted of the following as of June 30, 2024 and December 31, 2023, respectively:

Schedule of Accrued Expenses

	June 30,		December 31,
	2024		2023
Accrued payroll and taxes	$	44,843	$	43,376
Accrued interest		2,100		2,577
Accrued chargebacks		26,967		119,291
Total accrued expenses	$	73,910	$	165,244

Notes Payable (Tables)

6 Months Ended

Jun. 30, 2024

Debt Disclosure [Abstract]

Schedule of Notes Payable

Notes payable consists of the following as of June 30, 2024 and December 31, 2023:

Schedule of Notes Payable

	June 30,		December 31,
	2024		2023

Total notes payable	$	34,500	$	234,500
Less: current maturities		-		200,000
Notes payable, less current maturities	$	34,500	$	34,500

Notes Payable, Related Parties (Tables)

6 Months Ended

Jun. 30, 2024

Notes Payable Related Parties

Schedule of Recognized Interest Expense

The Company recognized aggregate interest expense for the six months ended June 30, 2024 and 2023 respectively, as follows:

Schedule of Recognized Interest Expense

	June 30,		June 30,
	2024		2023
Interest on convertible notes payable, related parties	$	-	$	3,696
Interest on convertible notes payable		-		138,316
Interest on notes payable		903		195,620
Interest on notes payable, related parties		54,630		-
Interest on notes payable		54,630		-
Amortization of debt discounts on related party notes		71,718		-
Amortization of debt discounts on related party notes, warrants		20,450		46,090
Amortization of debt discounts		20,450		46,090
Interest on revolving line of credit		-		7,786
Finance charge on letter of credit		-		2,082
Interest on credit cards		-		2,406
Total interest expense	$	147,701	$	395,996

Leases (Tables)

6 Months Ended

Jun. 30, 2024

Leases

Schedule of Components of Lease Expenses

The components of lease expense were as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Operating lease cost:
Amortization of right-of-use asset	$	32,389	$	-
Interest on lease liability		14,124		-
Total operating lease cost		46,513		-
Finance lease cost:
Amortization of right-of-use asset	$	17,114	$	-
Interest on lease liability		6,915		-
Total finance lease cost		24,029		-
Total finance lease cost	$	70,542	$	-

Schedule of Supplemental Information Related to Leases

Supplemental balance sheet information related to leases was as follows:

	June 30,			December 31,
	2024			2023
Operating lease:
Operating lease assets	$	1,910,969		$	-

Current portion of operating lease liability	$	11,547			-
Noncurrent operating lease liability		1,929,936			-
Total operating lease liability	$	1,941,483		$	-
Finance lease:
Finance lease assets	$	130,115		$	147,228

Current portion of finance lease liability	$	32,640			30,901
Noncurrent finance lease liability		84,263			101,029
Total finance lease liability	$	116,903		$	131,930

Weighted average remaining lease term:
Operating lease		9.83 years			-
Finance lease		2.89 years			3.35 years

Weighted average discount rate:
Operating lease		4.45	%		-
Finance lease		11.00	%		11.00	%

Schedule of Supplemental Cash and Other Information Related to Finance Leases

Supplemental cash flow and other information related to finance leases was as follows:

	2024		2023
	For the Six Months Ended
	June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows used for operating leases	$	1,875	$	-
Finance cash flows used for finance leases	$	15,027	$	-
				-
Leased assets obtained in exchange for lease liabilities:				-
Total operating lease liabilities	$	1,943,358	$	-
Total finance lease liabilities	$	168,320	$	-

Schedule of Future Minimum Operating Lease Payments

The future minimum lease payments due under operating leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	48,000
2025		96,000
2026		192,000
2027		256,000
2028		280,000
Thereafter		1,596,000
Total minimum lease payments		2,468,000
Less effects of discounting		526,517
Lease liability recognized		1,941,483
Less current portion		11,547
Long-term operating lease liability	$	1,929,936

Schedule of Future Minimum Lease Payments

The future minimum lease payments due under finance leases as of June 30, 2024 is as follows:

Year Ending	Minimum Lease
December 31,	Commitments
2024 (for the six months remaining)	$	21,943
2025		43,886
2026		43,886
2027		29,258
Total minimum lease payments		138,973
Less effects of discounting		22,070
Lease liability recognized		116,903
Less current portion		32,640
Long-term finance lease liability	$	84,263

Schedule of Inventory (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Accounting Policies [Abstract]
Raw materials	$ 23,436	$ 13,734
Finished goods	250,547	323,071
Total inventory	$ 273,983	$ 336,805

Schedule of Estimated Useful Lives (Details)	Jun. 30, 2024
Office Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	3 years
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years
Machinery and Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, estimated useful lives	5 years

Schedule of Revenue (Details) - USD ($)	3 Months Ended		6 Months Ended
Schedule of Revenue (Details) - USD ($)	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Accounting Policies [Abstract]
Revenue	$ 1,451,828	$ 341,414	$ 2,922,664	$ 451,993
Less: slotting, discounts, and allowances	88,842	(1,651)	92,662	11,588
Net revenue	$ 1,362,986	$ 343,065	$ 2,830,002	$ 440,405

Nature of Business and Significant Accounting Policies (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Mar. 31, 2024	Dec. 31, 2023	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Accumulated deficit	$ 14,804,062			$ 12,810,541
Working capital	1,302,986
Stockholders' equity	1,983,066	$ 4,195,501	$ 1,694,348	2,210,476	$ (5,866,375)	$ (5,139,728)
Cash equivalents	0			0
FDIC insured amount	250,000
Cash uninsured amount	686,055			407,789
Allowance for doubtful accounts	0			0
Prepaid inventory advances	$ 866,244
Advances of estimated finish product costs percentage	70.00%
Advances of remaining finish product costs percentage	30.00%
Advertising expense	$ 98,204	62,360
Stock-based compensation	$ 684,220	$ 68,492
Minimum [Member]
Property, Plant and Equipment [Line Items]
Stockholders' equity				$ 2,500,000

Related Party Transactions (Details Narrative) - USD ($)				4 Months Ended
	Jun. 30, 2024	May 22, 2024	Feb. 22, 2024	May 22, 2024	Jun. 28, 2024	Apr. 16, 2024	Jan. 10, 2024
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Number of options granted			140,000
Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Number of options granted			75,000
Director [Member]
Related Party Transaction [Line Items]
Exercisable term			10 years
Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares	1,096,626	518,750		518,750	100,625
Warrant exercisable price per share	$ 4.01	$ 2.00		$ 2.00
Common Stock [Member] \| Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Number of options granted			140,000
Exercise price			$ 1.92
Exercisable term			10 years
Common Stock [Member] \| Chief Financial Officer [Member]
Related Party Transaction [Line Items]
Number of options granted			75,000
Exercise price			$ 1.92
Exercisable term			10 years
Common Stock [Member] \| Director [Member]
Related Party Transaction [Line Items]
Number of options granted			79,166
Exercise price			$ 1.92
Exercisable term			10 years
Subscription Agreement [Member]
Related Party Transaction [Line Items]
Proceeds from sale of senior notes and warrants		$ 1,050,000		$ 1,675,000
Cash fee paid	$ 177,500
Legal fees	$ 35,000
Maturity date				Dec. 31, 2025
Interest rate		15.00%		15.00%
Subscription Agreement [Member] \| Eagle Vision Fund LP [Member]
Related Party Transaction [Line Items]
Cash fee paid		$ 177,500		$ 177,500
Legal fees				$ 35,000
Subscription Agreement [Member] \| Warrant [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares	518,750	262,500		262,500
Warrant exercisable term				10 years
Warrant exercisable price per share		$ 1.00		$ 1.00			$ 2.00
Subscription Agreement [Member] \| Warrant [Member] \| Senior Secured Promissory Notes [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares		518,750		518,750
Subscription Agreement [Member] \| Common Stock [Member]
Related Party Transaction [Line Items]
Warrants to purchase shares						100,000

Formation of Subsidiary (Details Narrative) - Peru Facility Lease [Member]	May 10, 2024 ft²
Lessee, Lease, Description [Line Items]
Lease term	10 years
Area of lease land	50,000

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Assets
Right-of-use-asset	$ 1,910,969
Fair Value, Inputs, Level 1 [Member]
Assets
Cash	936,061	657,789
Right-of-use-asset
Notes receivable
Total assets	936,061	657,789
Liabilities
Notes payable
Lease liability
Total liabilities
Total assets and liabilities	936,061	657,789
Fair Value, Inputs, Level 1 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 1 [Member] \| Related Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 2 [Member]
Assets
Cash
Right-of-use-asset
Notes receivable	374,728	384,628
Total assets	374,728	384,628
Liabilities
Notes payable		235,000
Lease liability
Total liabilities	1,957,030	235,000
Total assets and liabilities	(1,582,302)	149,628
Fair Value, Inputs, Level 2 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable	34,500
Fair Value, Inputs, Level 2 [Member] \| Related Party [Member]
Liabilities
Notes payable	1,427,470
Fair Value, Inputs, Level 3 [Member]
Assets
Cash
Right-of-use-asset	2,041,084	147,228
Notes receivable
Total assets	2,041,084	147,228
Liabilities
Notes payable
Lease liability	2,058,386	131,930
Total liabilities	2,058,386	131,930
Total assets and liabilities	(17,302)	$ 15,298
Fair Value, Inputs, Level 3 [Member] \| Nonrelated Party [Member]
Liabilities
Notes payable
Fair Value, Inputs, Level 3 [Member] \| Related Party [Member]
Liabilities
Notes payable

Schedule of Valuation of Financial Instruments at Fair Value on a Recurring Basis (Details) (Parenthetical)	Jun. 30, 2024 USD ($)
Fair Value Disclosures [Abstract]
Debt discount	$ 247,530

Major Customers and Accounts Receivable (Details Narrative) - Customer Concentration Risk [Member]	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Revenue Benchmark [Member] \| Certain Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Revenue Benchmark [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	99.00%
Revenue Benchmark [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		78.00%
Accounts Receivable [Member] \| Certain Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	10.00%
Accounts Receivable [Member] \| One Customer [Member]
Concentration Risk [Line Items]
Concentration risk percentage	91.00%
Accounts Receivable [Member] \| Two Customers [Member]
Concentration Risk [Line Items]
Concentration risk percentage		74.00%

Schedule of Other Current Assets (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid insurance costs	$ 1,143	$ 2,403
Prepaid advertising and trade show fees	58,231	20,106
Prepaid professional fees & license fees	35,563	6,056
Interest receivable	25,189	19,535
Total other current assets	$ 120,126	$ 48,100

Schedule of Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Equipment and machinery	$ 1,809,665	$ 1,233,334
Less: Accumulated depreciation	(431,006)	(318,335)
Total property and equipment, net	$ 1,378,659	$ 914,999

Property and Equipment (Details Narrative) - USD ($)	6 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 112,671	$ 111,581

Other Asset (Details Narrative) - Peru Facility Lease [Member] - USD ($)	May 10, 2024	Aug. 10, 2024
Lessee, Lease, Description [Line Items]
Payments for purchase of mortgage receivable	$ 275,000
Mortgage receivable	1,267,000
Pruchase price of mortgage receivable	$ 1,267,000
Subsequent Event [Member]
Lessee, Lease, Description [Line Items]
Mortgage receivable		$ 992,000

Summary of Nanuva’s Exclusive Distributor in Territories (Details)	Jun. 30, 2024 kg
Other Powder [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	0
Worldwide Except Chile Territory [Member] \| Avocado Powder [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
Worldwide Except Chile Territory [Member] \| Banana Chips [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
North America [Member] \| Avocado Snacks [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000
Worldwide Territory [Member] \| Avocado Chips [Member]
Accounts, Notes, Loans and Financing Receivable [Line Items]
Minimum volume	1,000

Notes Receivable (Details Narrative) - Manufacturing and Distributorship Agreement [Member] - USD ($)		6 Months Ended
	Mar. 24, 2021	Jun. 30, 2024	Dec. 31, 2023	Feb. 04, 2021
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Amount loaned as per agreement				$ 500,000
Interest rate				3.00%
Amount repaid as a reduction of inventory costs		$ 131,594
Principal amount		115,372
Interest amount		16,222
Payment in cash	$ 15,000
Note receivable due		399,917	$ 404,163
Note principal amount receivable		374,728	384,628
Note interest amount receivable		$ 25,189	$ 19,535

Schedule of Accrued Expenses (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Accrued payroll and taxes	$ 44,843	$ 43,376
Accrued interest	2,100	2,577
Accrued chargebacks	26,967	119,291
Total accrued expenses	$ 73,910	$ 165,244

Schedule of Notes Payable (Details) - EIDL Loan [Member] - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 34,500	$ 234,500
Less: current maturities		200,000
Notes payable, less current maturities	$ 34,500	$ 34,500

Notes Payable (Details Narrative) - USD ($)			6 Months Ended
Notes Payable (Details Narrative) - USD ($)	Mar. 15, 2023	May 17, 2020	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Debt Instrument [Line Items]
Promissory note issued				$ 370,000
Interest expense			903	$ 195,620
EIDL Loan [Member]
Debt Instrument [Line Items]
Promissory note issued		$ 34,500
Interest rate		3.75%
Principal and interest payment		$ 169
Notes payable			$ 34,500		$ 34,500
Loan Agreement [Member] \| Hinman Note [Member]
Debt Instrument [Line Items]
Promissory note issued	$ 200,000
Interest rate	18.00%
Monthly default rate	1.50%
Maturity date	Jan. 10, 2024

Schedule of Recognized Interest Expense (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Defined Benefit Plan Disclosure [Line Items]
Interest on convertible notes payable		$ 138,316
Interest on notes payable	903	195,620
Amortization of debt discounts	339,698
Interest on revolving line of credit		7,786
Finance charge on letter of credit		2,082
Interest on credit cards		2,406
Total interest expense	147,701	395,996
Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts	20,450
Related Party [Member]
Defined Benefit Plan Disclosure [Line Items]
Interest on convertible notes payable		3,696
Interest on notes payable	54,630
Amortization of debt discounts	71,718
Related Party [Member] \| Warrant [Member]
Defined Benefit Plan Disclosure [Line Items]
Amortization of debt discounts	$ 20,450	$ 46,090

Notes Payable, Related Parties (Details Narrative) - USD ($)					4 Months Ended	6 Months Ended
	Jun. 30, 2024	May 22, 2024	Apr. 16, 2024	Jan. 10, 2024	May 22, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 28, 2024	Jan. 09, 2024
Payment to Eagle vision fund pursuant to first amendment			$ 80,000
Debt discounts						$ 339,698
Relative fair value of warrants issued as a debt discount						80,908	$ 46,090
Amortization of debt discounts						92,168	46,090
Debt instrument, unamortized discount	$ 247,530					247,530
Interest expense						903	195,620
Stated interest expense						903	195,620
Related Party [Member]
Debt discounts						71,718
Amortization of debt discounts						71,718
Interest expense						146,798
Stated interest expense						$ 54,630
Warrant [Member]
Purchase of warrant	1,096,626	518,750			518,750	1,096,626		100,625
Warrant exercisable exercise price	$ 4.01	$ 2.00			$ 2.00	$ 4.01
Debt discounts						$ 20,450
Warrant [Member] \| Related Party [Member]
Debt discounts						20,450	$ 46,090
Amortization of debt discounts						20,450
Warrant [Member] \| Senior Secured Promissory Notes [Member]
Principal amount		$ 1,675,000			$ 1,675,000
Subscription Agreement [Member]
Proceeds from sale of senior notes and warrants		$ 1,050,000			$ 1,675,000
Interest rate per annum		15.00%			15.00%
Sale of senior secured promissory notes			$ 225,000						$ 400,000
Cash fee	$ 177,500					177,500
Legal fees	35,000
Subscription Agreement [Member] \| Senior Secured Promissory Notes [Member]
Principal amount	$ 1,675,000					$ 1,675,000
Subscription Agreement [Member] \| Minimum [Member]
Purchase of warrant			100,000
Proceeds from Secured Notes Payable			$ 400,000
Subscription Agreement [Member] \| Maximum [Member]
Purchase of warrant			600,000
Proceeds from Secured Notes Payable			$ 2,000,000
Subscription Agreement [Member] \| Warrant [Member]
Purchase of warrant	518,750	262,500			262,500	518,750
Warrant exercisable expected term				10 years
Warrant exercisable exercise price		$ 1.00		$ 2.00	$ 1.00
Shares issued			56,250						100,000
Payments for Repurchase of Warrants			$ 46,290
Subscription Agreement [Member] \| Common Stock [Member]
Purchase of warrant			100,000

Schedule of Components of Lease Expenses (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases
Amortization of right-of-use asset	$ 32,389
Interest on lease liability	14,124
Total operating lease cost	46,513
Amortization of right-of-use asset	17,114
Interest on lease liability	6,915
Total finance lease cost	24,029
Total finance lease cost	$ 70,542

Schedule of Supplemental Information Related to Leases (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Leases
Operating lease assets	$ 1,910,969
Current portion of operating lease liability	11,547
Noncurrent operating lease liability	1,929,936
Total operating lease liability	1,941,483
Finance lease assets	130,115	147,228
Current portion of finance lease liability	32,640	30,901
Noncurrent finance lease liability	84,263	101,029
Total finance lease liability	$ 116,903	$ 131,930
Operating lease, weighted average remaining lease term	9 years 9 months 29 days
Finance lease, weighted average remaining lease term	2 years 10 months 20 days	3 years 4 months 6 days
Operating lease, weighted average discount rate, percent	4.45%
Finance lease, weighted average discount rate, percent	11.00%	11.00%

Schedule of Supplemental Cash and Other Information Related to Finance Leases (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Leases
Operating cash flows used for operating leases	$ 1,875
Finance cash flows used for finance leases	15,027
Total operating lease liabilities	1,943,358
Total finance lease liabilities	$ 168,320

Schedule of Future Minimum Operating Lease Payments (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Leases
2024 (for the six months remaining)	$ 48,000
2025	96,000
2026	192,000
2027	256,000
2028	280,000
Thereafter	1,596,000
Total minimum lease payments	2,468,000
Less effects of discounting	526,517
Lease liability recognized	1,941,483
Less current portion	11,547
Long-term operating lease liability	$ 1,929,936

Schedule of Future Minimum Lease Payments (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023	Jun. 01, 2023
Leases
2024 (for the six months remaining)	$ 21,943
2025	43,886
2026	43,886
2027	29,258
Total minimum lease payments	138,973		$ 3,657
Less effects of discounting	22,070
Lease liability recognized	116,903	$ 131,930
Less current portion	32,640	$ 30,901
Long-term finance lease liability	$ 84,263

Leases (Details Narrative)			6 Months Ended
Leases (Details Narrative)	Aug. 10, 2024 USD ($)	May 10, 2024 USD ($) ft²	Jun. 30, 2024 USD ($) $ / shares	Jun. 01, 2023 USD ($)
Lease cost			$ 168,141
Share price \| $ / shares			$ 1.00
Maturity date			Aug. 31, 2027
Finance lease liability			$ 138,973	$ 3,657
Machinery and Equipment [Member] \| Peru Facility [Member]
Renewal Option of the lease		10 years
Peru Facility Lease [Member]
Area of land \| ft²		50,000
Purchase the Peru Facility		$ 1,865,456
Mortgage receivable		1,267,000
Pruchase price of mortgage receivable		1,267,000
Payments of mortgage receivable		275,000
Peru Facility Lease [Member] \| First Two Years [Member]
Lease payments		8,000
Peru Facility Lease [Member] \| Thrid Year [Member]
Lease payments		20,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Lease payments		22,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Lease payments		24,000
Peru Facility Lease [Member] \| Thereafter [Member]
Lease payments		$ 25,000
Peru Facility Lease [Member] \| Forecast [Member]
Payments of mortgage receivable	$ 992,000

Commitments and Contingencies (Details Narrative)		6 Months Ended
Commitments and Contingencies (Details Narrative)	May 10, 2024 USD ($) ft²	Jun. 30, 2024 USD ($)	Mar. 31, 2024 USD ($)	Mar. 08, 2024 USD ($)	Dec. 31, 2023 USD ($)	Sep. 30, 2023 USD ($)	Sep. 27, 2023 USD ($)	Jun. 01, 2023 USD ($)
Product Liability Contingency [Line Items]
Finance lease liability		$ 138,973						$ 3,657
Maturity date		Aug. 31, 2027
Royalty payment		$ 250,000
Deposits		$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000
Machinery and Equipment [Member] \| Peru Facility [Member]
Product Liability Contingency [Line Items]
Lease carries, term	10 years
Renewal Option of the lease	10 years
Peru Facility Lease [Member]
Product Liability Contingency [Line Items]
Area of land \| ft²	50,000
Purchase the Peru Facility	$ 1,865,456
Peru Facility Lease [Member] \| First Two Years [Member]
Product Liability Contingency [Line Items]
Lease payments	8,000
Peru Facility Lease [Member] \| Thrid Year [Member]
Product Liability Contingency [Line Items]
Lease payments	20,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Product Liability Contingency [Line Items]
Lease payments	22,000
Peru Facility Lease [Member] \| Fourth Year [Member]
Product Liability Contingency [Line Items]
Lease payments	24,000
Peru Facility Lease [Member] \| Thereafter [Member]
Product Liability Contingency [Line Items]
Lease payments	$ 25,000

Changes in Stockholders’ Equity (Details Narrative) - USD ($)										1 Months Ended		3 Months Ended		6 Months Ended
	Jun. 28, 2024	Jun. 26, 2024	Jun. 01, 2024	May 01, 2024	Apr. 22, 2024	Apr. 01, 2024	Feb. 19, 2024	Jan. 26, 2024	Jan. 05, 2024	Feb. 29, 2024	Jan. 31, 2024	Jun. 30, 2024	Mar. 31, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Preferred stock shares authorized												8,000,000		8,000,000		8,000,000
Preferred stock par value												$ 0.001		$ 0.001		$ 0.001
Common stock shares authorized												80,000,000		80,000,000		80,000,000
Common stock par value												$ 0.001		$ 0.001		$ 0.001
Common stock shares issued												6,009,671		6,009,671		4,044,252
Purchase of stock issuance														$ 399,075	$ 740,290
Underwriting Discount		8.00%
Sale of common stock	$ 1,000,925
Stock issued during period, value, issued for services												$ 140,491		$ 290,085
PCG Advisory Inc [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, issued for services										22,500	22,500		22,500
Stock issued during period, value, issued for services									$ 36,019
2022 Equity Plan [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Stock issued during period, shares, issued for services			6,383	4,766	99,688	4,988	16,836	60,258
Stock issued during period, value, issued for services			$ 9,819	$ 11,438	$ 109,657	$ 9,577	$ 44,278	$ 69,297
Common Stock [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Common stock shares authorized														Each holder of common stock is entitled to one vote for each share of common stock held
Stock issued during period, shares, issued for services												138,325		215,419
Stock issued during period, value, issued for services												$ 139		$ 216
Common Stock [Member] \| IPO [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Issuance and sales, shares		1,750,000
Sale of stock		$ 0.80
Common Stock [Member] \| Over-Allotment Option [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Purchase of stock issuance		$ 262,500

Common Stock Options (Details Narrative) - USD ($)				3 Months Ended	6 Months Ended
Common Stock Options (Details Narrative) - USD ($)	May 01, 2024	Feb. 22, 2024	Sep. 19, 2022	Jun. 30, 2024	Jun. 30, 2024	Jun. 30, 2023	Jun. 15, 2023
Share price per share				$ 1.00	$ 1.00
Stock option issued for services				$ 140,491	$ 290,085
Stock-based compensation					684,220	$ 68,492
Six Employee [Member]
Exercisable term		10 years
Stock issued for services, shares		315,000
Exercise price		$ 1.92
Volatility rate		41.00%
Six Employee [Member] \| Call Option [Member]
Share price per share		$ 0.8581
Stock option issued for services		$ 270,296
Chief Executive Officer [Member]
Number of shares granted		140,000
Chief Financial Officer [Member]
Number of shares granted		75,000
Director [Member]
Exercisable term		10 years
Stock issued for services, shares		79,166
Exercise price		$ 1.92
Volatility rate		41.00%
Director [Member] \| Call Option [Member]
Share price per share		$ 1.1407
Stock option issued for services		$ 90,306
Common Stock [Member]
Stock option issued for services				$ 139	$ 216
Stock issued for services, shares				138,325	215,419
Common Stock [Member] \| Employee One [Member] \| Call Option [Member]
Share price per share	$ 1.1806
Stock option issued for services	$ 35,419
Common Stock [Member] \| Chief Executive Officer [Member]
Number of shares granted		140,000
Exercisable term		10 years
Common Stock [Member] \| Chief Financial Officer [Member]
Number of shares granted		75,000
Exercisable term		10 years
Common Stock [Member] \| Director [Member]
Number of shares granted		79,166
Exercisable term		10 years
2022 Plan [Member]
Number of shares reserved for issuance						1,009,000	600,000
Number of shares granted					593,470
Weighted average exercise price				$ 2.39	$ 2.39
weighted average remaining life, term					9 years
2022 Plan [Member] \| Common Stock [Member] \| Employee One [Member]
Fully vested options to purchase	30,000
Share price per share	$ 2.40
Exercisable term	10 years
Volatility rate			41.00%
Stock-based compensation					$ 1,968
Unamortized expenses				$ 33,451	$ 33,451

Common Stock Warrants (Details Narrative) - USD ($)		3 Months Ended	6 Months Ended
Common Stock Warrants (Details Narrative) - USD ($)	Jun. 28, 2024	Jun. 30, 2024	Jun. 30, 2024	May 22, 2024
Share price per share		$ 1.00	$ 1.00
Common stock issued for services		$ 140,491	$ 290,085
Finance expense			$ 339,698
Warrant [Member]
Purchase of warrant	100,625	1,096,626	1,096,626	518,750
Warrant price per share		$ 4.01	$ 4.01	$ 2.00
Weighted average remaining common stock of warrant			7 years 9 months
Warrant description	Underwriting Agreement, the Company executed and delivered to the Representative a Common Stock Purchase Warrant (the “Representative’s Warrant”) to purchase up to 100,625 shares of Common Stock, which may be exercised beginning on December 23, 2024 (the date that is 180 days following the commencement of sales of Common Stock in connection with the Offering (the “Commencement Date”)) until June 26, 2029. The initial exercise price of the Representative’s Warrant is $0.96 per share, which is equal to 120% of the public offering price for the Shares, and the Representative may not effect the disposition of such warrant for a period of one hundred eighty (180) days following the Commencement Date. In addition, the Representative’s Warrant contains “piggy-back” registration rights with respect to the shares underlying such warrant, and limits the number of shares issuable upon its exercise to 4.99% / 9.99% of the outstanding shares of Common Stock, as applicable
Share price per share	$ 0.96
Weighted average volatility interest rate			40.00%
Finance expense			$ 20,450
Unamortized expenses		$ 60,458	$ 60,458
Warrant [Member] \| Call Option [Member]
Share price per share		$ 0.1560	$ 0.1560
Common stock issued for services			$ 80,908
Warrant [Member] \| Senior Secured Promissory Notes [Member]
Principal amount				$ 1,675,000

Income Taxes (Details Narrative) - USD ($) $ in Millions	6 Months Ended
Income Taxes (Details Narrative) - USD ($) $ in Millions	Jun. 30, 2024	Jun. 30, 2023
Effective Income Tax Rate Reconciliation [Line Items]
Effective income tax rate percentage	21.00%	21.00%
Domestic Tax Jurisdiction [Member]
Effective Income Tax Rate Reconciliation [Line Items]
Operating loss carry forwards	$ 9.2

Subsequent Events (Details Narrative) - USD ($)					6 Months Ended
Subsequent Events (Details Narrative) - USD ($)	Jul. 24, 2024	Jul. 19, 2024	Jul. 15, 2024	Jun. 28, 2024	Jun. 30, 2024	Jun. 30, 2023	May 22, 2024	Apr. 16, 2024	Jan. 10, 2024
Subsequent Event [Line Items]
Net proceeds				$ 1,000,925
Principal amount						$ 442,500
Subscription Agreement [Member]
Subsequent Event [Line Items]
Interest rate percentage							15.00%
Subsequent Event [Member] \| Convertible Debt [Member]
Subsequent Event [Line Items]
Convertible debt maturity date on earlier	Dec. 31, 2025
Sale of debt securities	$ 5,000,000
Bear interest percentage	12.00%
Subsequent Event [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Agreed to purchase value			$ 525,000
Warrant exercise price, increase	$ 2.00
Warrant exercise price, decrease	$ 1.00
Warrant term description	the outside maturity date of the Senior Notes held by the Holders was extended from December 31, 2024 to December 31, 2025
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| $1.00 Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase shares			1,000,000
Warrant exercisable price per share			$ 1.00
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| $1.50 Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase shares			500,000
Warrant exercisable price per share			$ 1.50
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| Senior Secured Convertible Promissory Note [Member]
Subsequent Event [Line Items]
Interest rate percentage			12.00%
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| Convertible Debt [Member]
Subsequent Event [Line Items]
Principal amount			$ 3,400,000
Subsequent Event [Member] \| Securities Purchase Agreement [Member] \| Initial Loan [Member]
Subsequent Event [Line Items]
Principal amount			$ 2,000,000
Common Stock [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Warrants to purchase shares								100,000
Common Stock [Member] \| Subsequent Event [Member] \| President [Member]
Subsequent Event [Line Items]
Shares of common stock			560,538
Common Stock [Member] \| Subsequent Event [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Shares of common stock			100
Common Stock [Member] \| Subsequent Event [Member] \| Securities Purchase Agreement [Member]
Subsequent Event [Line Items]
Stock price per share			$ 0.7582
Shares issued price per share			$ 0.001
Warrant [Member]
Subsequent Event [Line Items]
Warrants to purchase shares				100,625	1,096,626		518,750
Warrant exercisable price per share					$ 4.01		$ 2.00
Warrant [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Warrants to purchase shares					518,750		262,500
Warrant exercisable price per share							$ 1.00		$ 2.00
Warrant [Member] \| Subsequent Event [Member] \| President [Member]
Subsequent Event [Line Items]
Warrants to purchase shares			700,672
Warrant [Member] \| Subsequent Event [Member] \| Subscription Agreement [Member]
Subsequent Event [Line Items]
Warrants to purchase shares			125
Warrants term			10 years
Warrant exercisable price per share			$ 1.00
Warrant exercise price, increase			$ 75.82
Over-Allotment Option [Member] \| Common Stock [Member] \| Subsequent Event [Member]
Subsequent Event [Line Items]
Shares of common stock		222,500
Stock price per share		$ 0.80
Net proceeds		$ 163,760
Underwriting commissions		$ 14,240