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 September 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: 000-56654

YERBAÉ BRANDS CORP.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

85-2611392

(State or other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

18801 N Thompson Peak Pkwy,

Suite 380 Scottsdale AZ

85255

(Address of Principal Executive Offices)

(Zip Code)

(480) 471-8391

(Registrant’s telephone number, including area code)

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

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		N/A		N/A

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 such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a small 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 ☒

As of November 13, 2024, there were 63,085,228 shares of the registrant’s common stock outstanding.

YERBAÉ BRANDS CORP.

FORM 10-Q

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

TABLE OF CONTENTS

		Page

PART I. FINANCIAL INFORMATION		3

ITEM 1.	Financial Statements	3

	Condensed Consolidated Interim Balance Sheets as of September 30, 2024 (unaudited) and December 31, 2023	3

	Condensed Consolidated Interim Statements of Operations for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	4

	Condensed Consolidated Interim Statements of Changes in Shareholders’ Deficiency for the Three and Nine Months Ended September 30, 2024 and 2023 (unaudited)	5

	Condensed Consolidated Interim Statements of Cash Flows for the Nine Months Ended September 30, 2024 and 2023 (unaudited)	6

	Notes to Condensed Consolidated Financial Statements (unaudited)	7

ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	19

ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	22

ITEM 4.	Controls and Procedures	22

PART II. OTHER INFORMATION		23

ITEM 1.	Legal Proceedings	23

ITEM 1A.	Risk Factors	23

ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23

ITEM 3.	Defaults Upon Senior Securities	23

ITEM 4.	Mine Safety Disclosures	23

ITEM 5.	Other Information	23

ITEM 6.	Exhibits	24

SIGNATURES		25

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

YERBAÉ BRANDS CORP.

UNAUDITED CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(In United States dollars, except share data)

	September 30,			December 31,
	2024			2023
CURRENT ASSETS
Cash	$	269,148		$	977,373
Accounts receivable		710,417			1,020,056
Inventory		725,243			962,288
Prepaid expenses		501,884			721,432
Other current assets		150,000			150,000
Total current assets	$	2,356,692		$	3,831,149

NONCURRENT ASSETS
Property, plant and equipment, net		30,129			60,453
Right of use asset		143,086			210,208
Total noncurrent assets	$	173,215		$	270,661

Total assets	$	2,529,907		$	4,101,810

CURRENT LIABILITIES
Accounts payable	$	1,777,981		$	1,689,407
Accrued expenses		1,160,276			840,426
Notes payable, current portion		4,082,962			340,178
Note payable, related party		328,167			-
Note payable		328,167			-
Lease liability, current portion		127,975			117,660
Total current liabilities	$	7,477,361		$	2,987,671

NONCURRENT LIABILITIES
Notes payable, non-current portion		15,484			2,234,038
Lease liability, non-current portion		57,699			155,107
Total noncurrent liabilities	$	73,183		$	2,389,145

Total liabilities	$	7,550,544		$	5,376,816

SHAREHOLDERS’ DEFICIENCY
Preferred shares - 100,000,000 authorized, zero issued and outstanding as of both September 30, 2024 and December 31, 2023	$	-		$	-
Common shares - without par value, 62,870,943 and 58,822,126 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.		-			-
Additional paid-in capital		36,499,551			33,212,631
Accumulated deficit		(41,520,188	)		(34,487,637	)
Total deficiency	$	(5,020,637	)	$	(1,275,006	)

Total Liabilities & shareholders’ deficiency	$	2,529,907		$	4,101,810

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

YERBAÉ BRANDS CORP.

UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(In United States dollars, except share data)

	2024			2023			2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Revenues	$	1,631,615		$	2,986,734		$	4,628,830		$	9,991,758
Cost of sales		599,845			1,417,603			2,122,316			4,968,058
Gross profit	$	1,031,770		$	1,569,131		$	2,506,514		$	5,023,700

General and administrative	$	1,792,423		$	3,589,314		$	7,469,589		$	15,735,214
Sales, advertising and marketing		311,915			1,886,414			1,136,839			5,542,848
Total expenses	$	2,104,338		$	5,475,728		$	8,606,428		$	21,278,062

Net loss before other income (expense)		(1,072,568	)		(3,906,597	)		(6,099,914	)		(16,254,362	)

Interest expense		(406,926	)		(234,756	)		(932,637	)		(418,748	)

Net loss before income taxes		(1,479,494	)		(4,141,353	)		(7,032,551	)		(16,673,110	)
Income tax expense		-			-			-			-
Net loss and comprehensive loss	$	(1,479,494	)	$	(4,141,353	)	$	(7,032,551	)	$	(16,673,110	)

Basic and diluted loss per share	$	(0.02	)	$	(0.07	)	$	(0.11	)	$	(0.31	)

Basic and diluted weighted average shares outstanding		61,767,132			56,506,032			61,982,564			54,645,615

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

YERBAÉ BRANDS CORP.

UNAUDITED CONDENSED INTERIM STATEMENT OF SHAREHOLDERS’ DEFICIENCY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND SEPTEMBER 30, 2023

(In United States dollars, except share data)

	Shares		Amount			Paid-In Capital			Deficit			Total
	Common Stock					Additional			Accumulated
	Shares		Amount			Paid-In Capital			Deficit			Total
Balance, December 31, 2022		30,217,566	$	3,022		$	9,027,460		$	(13,663,598	)	$	(4,633,116	)
Recapitalization		8,239,215		(3,022	)		643,731			-			640,709
Convertible debt conversion into common shares		5,599,102		-			4,528,094			-			4,528,094
Shares issued as compensation in connection with financings		5,554,447		-			(481,574	)		-			(481,574	)
Warrant issuance		-		-			1,643,777			-			1,643,777
Performance shares issued in connection with Merger		5,000,000		-			6,086,596			-			6,086,596
Stock compensation expense		-		-			104,455			-			104,455
Stock compensation expense, shares
Exercise of warrants
Exercise of warrants, shares
Shares issued-Special Warrants
Shares issued-Special Warrants, shares
Net loss		-		-			-			(8,882,782	)		(8,882,782	)
Balance, March 31, 2023		54,610,330	$	-		$	21,552,539		$	(22,546,380	)	$	(993,841	)
Warrant issuance		-		-			1,250,603			-			1,250,603
Stock compensation expense		-		-			856,829			-			856,829
Net loss		-		-			-			(3,648,975	)		(3,648,975	)
Balance, June 30, 2023		54,610,330	$	-		$	23,659,971		$	(26,195,355	)	$	(2,535,384	)
Stock compensation expense		-		-			733,686			-			733,686
Convertible debt conversion into common shares		222,123		-			539,606			-			539,606
Shares issued for equity raise		2,476,321		-			3,615,023			-			3,615,023
Performance shares issued		-		-			413,841			-			413,841
Warrant issuance		1,094,968		-			1,225,613			-			1,225,613
Net loss		-		-			-			(4,141,353	)		(4,141,353	)
Balance, September 30, 2023		58,403,742	$	-		$	30,187,740		$	(30,336,708	)	$	(148,968	)

Balance, December 31, 2023		58,822,126	$	-		$	33,212,631		$	(34,487,637	)	$	(1,275,006	)
Exercise of warrants		1,451,098		-			1,551,979			-			1,551,979
Stock compensation expense		1,493,908		-			944,865			-			944,865
Net loss		-		-			-			(2,793,709	)		(2,793,709	)
Balance, March 31, 2024		61,767,132	$	-		$	35,709,475		$	(37,281,346	)	$	(1,571,871	)
Stock compensation expense		-		-			591,292			-			591,292
Shares issued-Special Warrants		1,103,811		-			-			-			-
Net loss		-		-			-			(2,759,348	)		(2,759,348	)
Balance, June 30, 2024		62,870,943	$	-		$	36,300,767		$	(40,040,694	)	$	(3,739,927	)
Balance		62,870,943	$	-		$	36,300,767		$	(40,040,694	)	$	(3,739,927	)
Stock compensation expense		-		-			198,784			-			198,784
Net loss		-		-			-			(1,479,494	)		(1,479,494	)
Balance, September 30, 2024		62,870,943	$	-		$	36,499,551		$	(41,520,188	)	$	(5,020,637	)
Balance		62,870,943	$	-		$	36,499,551		$	(41,520,188	)	$	(5,020,637	)

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

YERBAÉ BRANDS CORP.

UNAUDITED CONDENSED INTERIM CONSOLIDATED STATEMENT OF CASH FLOWS

(In United States dollars)

	2024			2023
	For the Nine Months Ended September 30,
	2024			2023
Cash flows from operating activities:
Net loss	$	(7,032,551	)	$	(16,673,110	)
Adjustment to reconcile net loss to net cash used in operating activities:
Share-based compensation		1,734,941			1,694,970
Performance shares granted upon consummation of RTO		-			6,086,596
Depreciation and amortization		23,260			29,083
Gain on sale of equipment		-			(70,647	)
Lease expense		(19,971	)		37,899
Accretion expense		538,634			215,412
Change in operating assets and liabilities:
Accounts receivable		309,639			11,559
Inventory		237,045			(65,100	)
Prepaid expenses		219,547			(261,142	)
Accounts payable		70,972			(1,104,076	)
Accrued interest		148,486			43,047
Accrued expenses		171,364			70,497
Net cash used in operating activities		(3,598,634	)		(9,985,012	)

Cash flows from investing activities:
Proceeds from the sale of equipment		-			96,168
Recapitalization		-			640,709
Net cash flows provided by investing activities:		-			736,877

Cash flows from financing activities:
Proceeds from debt instruments and notes payable		3,057,477			5,973,613
Payments on debt instruments and notes payable		(2,039,047	)		(4,004,143	)
Proceeds from note - related party		320,000			-
Warrants exercised		1,551,979			-
Fees on Convertible note		-			(204,050	)
Proceeds from issuance of common stock and warrants		-			8,226,909
Net cash flows provided by (used in) financing activities:		2,890,409			9,992,329

Net change in cash		(708,225	)		744,194
Cash, beginning of period		977,373			857,710
Cash, end of period	$	269,148		$	1,601,904

Supplemental disclosure of cash flow information
Cash paid for interest	$	(160,290	)	$	(74,584	)
Conversion of notes payable to common stock	$	-		$	4,528,094
Reverse takeover transaction	$	-		$	(569,115	)

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

YERBAÉ BRANDS CORP.

NOTES TO UNAUDITED CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2024

(Unaudited)

NOTE 1 - NATURE AND DESCRIPTION OF BUSINESS

Yerbaé Brands Corp. (“Yerbaé” and, together with its subsidiary, the “Company”. “we”, or “us”) is a corporation existing under the Business Corporations Act (British Columbia) (“BCBCA”). Yerbaé’s principal subsidiaries are Yerbaé Brands Co. (“Yerbaé USA”) and Yerbaé LLC of which Yerbaé owns 100% interests in. Yerbaé is a beverage manufacturer focusing on the development and distribution of plant-based energy drinks and seltzers.

On May 19, 2022, Yerbaé (formerly Kona Bay Technologies Inc. (“Kona Bay”)) entered into a definitive arrangement agreement and plan of merger, as amended on August 31, 2022 and February 8, 2023, with Yerbaé USA, Kona Bay Technologies (Delaware) Inc. (“Merger Sub”), a wholly-owned Delaware subsidiary of the Company, 1362283 B.C. Ltd. (“FinCo”), a wholly-owned British Columbia subsidiary of Kona Bay, Todd Gibson and Karrie Gibson, pursuant to which Kona Bay proposed to complete a business combination with Yerbaé USA via the acquisition of all of the issued and outstanding securities of Yerbaé USA from the securityholders (collectively, the “Original Yerbaé Securityholders”) of Yerbaé USA (the “Transaction”). The Transaction was subject to the approval of the TSX Venture Exchange (“TSXV”) and constituted a reverse takeover of Kona Bay by Yerbaé USA as defined in TSXV Policy 5.2 – Change of Business and Reverse Takeovers.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited condensed interim consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and include Yerbaé and its subsidiaries and include the accounts of all majority owned subsidiaries over which the Company exercises control and, when applicable, entities in which the Company has a controlling financial interest. All intercompany balances and transactions have been eliminated in consolidation. The Company had the following wholly-owned consolidated subsidiaries as of September 30, 2024:

Subsidiary	Date of Incorporation	Jurisdiction of Incorporation	Ownership Percentage	Direct or Indirect Ownership
Yerbaé Brands Co.	August 21, 2020	Delaware	100%	Direct
Yerbaé LLC⁽¹⁾	May 18, 2016	Delaware	100%	Indirect

⁽¹⁾

Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

These unaudited condensed interim consolidated financial statements should be read in conjunction with the company’s latest consolidated annual financial statements for the period ended December 31, 2023 that was filed in our Form 10 filed with the SEC on July 19, 2024. In general, disclosure provided in these unaudited condensed interim consolidated financial statements do not repeat the disclosure provided in the Company’s most recent audited consolidated annual financial statements. However, these unaudited condensed interim consolidated financial statements reflect all adjustments which are, in the opinion of management, necessary to a fair statement of the results for the interim period presented.

Going Concern

Yerbaé’s evaluation of its ability to continue as a going concern requires it to evaluate its future sources and uses of cash sufficient to fund its currently expected operations in conducting business activities one year from the date its unaudited condensed interim consolidated financial statements are issued. Yerbaé evaluates the probability associated with each source and use of cash resources in making its going concern determination.

Due to our recurring losses, the ongoing challenging market conditions for beverage companies and our limited cash balance as of September 30, 2024, management believes that it is probable that the Company will be unable to meet its obligations as they come due within one year after the date that the unaudited condensed interim consolidated financial statements are issued. While the Company is attempting to plan additional financings, including equity and debt, which are intended to mitigate the conditions or events that raise substantial doubt about our ability to continue as a going concern, those financings may not occur. If the financings do not occur, management will try and implement alternative arrangements, and such arrangements could have a potentially significant negative impact on the current net asset value of the Company. These alternatives include: (1) raising additional capital by means other than those planned through equity and/or debt financing; and/or (2) entering into new commercial relationships to help fund future expenses.

As a result of the Company’s recurring losses from operations, and the need for additional financing to fund its operating and capital requirements within one year after the date that the financial statements are issued, there is uncertainty regarding the Company’s ability to maintain liquidity sufficient to operate its business effectively, which raises substantial doubt as to the Company’s ability to continue as a going concern.

Management Estimates

The preparation of the unaudited condensed interim consolidated financial statements in accordance with U.S. GAAP requires the use of estimates and assumptions that affect the amounts reported in the unaudited condensed interim consolidated financial statements and accompanying notes. These estimates are based on historical experience and various other assumptions that management believes to be reasonable under the circumstances, including the potential future effects of macroeconomic trends and events, such as inflation and interest rate levels; supply chain disruptions; uncertainty from potential recessionary effects; climate-related matters; market, industry and regulatory factors, including permitting issues; global events, such as the ongoing military conflicts in Ukraine and the middle east; and public health matters. These estimates form the basis for making judgments about the Company’s operating results and the carrying values of assets and liabilities that are not readily apparent from other sources. While management believes that such estimates are reasonable when considered in conjunction with the Company’s unaudited condensed interim consolidated financial position and results of operations taken as a whole, actual results could differ from these estimates.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Note

In accordance with Rule 10-01(a)(5) of Regulation S-X, the Company has not provided summary of significant accounting policy disclosure which would substantially duplicate the disclosure contained in our most recent annual report included in our Form 10 filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2024.

Inventory

Inventory is valued at the lower of cost or net realizable value with cost determined on a first-in/first-out basis. The cost of inventory includes material and manufacturing costs. Inventoriable costs are expensed to cost of goods sold on the unaudited condensed interim consolidated statement of operations in the same period as finished products are sold. The amount of any write-down of inventory to net realizable value and all losses of inventory are recognized as an expense in the period when the write-down or loss. No write downs were recognized during the three and nine month interim reporting periods ended September 30, 2024 or September 30, 2023. Further, we establish a reserve related to shrinkage. The reserve is adjusted at the end of each reporting period as needed.

Long-Lived Assets

Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. No impairments were recognized during the three and nine month interim periods ended September 30, 2024 or September 30, 2023.

Fair Value Measurement

Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in markets that are not active.

Level 3: Unobservable inputs that reflect the Company’s own assumptions. While the Company does not have any financial instruments that are measured to fair value on a recurring or non-recurring basis, it does have financial instruments, such as cash, notes payable, and the line of credit as of both September 30, 2024, and December 31, 2023.

The Company’s financial instruments as of September 30, 2024 included cash, accounts receivables, accounts payable, related party notes payable and notes payable. The stated amounts of cash, accounts receivables and accounts payable represent fair value due to the short-term nature of the instruments. Further, the stated amount of the related party notes payable and notes payable, which are classified as level 3 instruments, also represent fair value due the notes being issued at currently prevailing market rates.

Notes Payable

The Company recognizes its note payables in accordance with the guidance in ASC 470 Debt. When there is no stated interest rate on the note payable, or the note payable includes an original issue discount, the Company determines the interest rate utilizing the interest method outlined in ASC 835 Interest. In accordance with the ASC topic, original issue discounts are recognized as a debt discount and amortized to interest expense over the estimated life of the loan. Finally, note payables are classified as either current or non-current in accordance with the guidance in ASC 210 Balance Sheet and ASC 470 Debt.

Recent Accounting Pronouncements

Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. Yerbaé expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows and financial condition.

Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. Yerbaé expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS

The Company is in the business of manufacturing plant-based beverages and derives its revenues from one primary source-product sales. Revenue from contracts with customers is recognized when control of the goods are transferred to the customer at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods.

The Company recognizes revenue in accordance with the five-step model outlined in ASC 606-Revenue from Contracts with Customers. Specifically, the Company recognizes revenue from the sale of Yerbaé product to our customers by applying the following 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
	5.	Recognize revenue when (or as) the entity satisfies a performance obligation

The Company’s contracts with customers contain a single performance obligation consisting of providing Yerbaé energy drinks. As it pertains to the single performance obligation, the Company does not recognize any contract assets or contract liabilities as it does not: (1) have a right to consideration in exchange for goods or services that the entity has transferred to a customer when the right is conditioned on something other than the passage or (2) receive payment prior to performing.

The Company typically satisfies its performance obligations at a point time upon the occurrence of delivery of the product to the customer. Further, payment is typically received within 60 days after product delivery and does not include a significant financing component.

The Company’s contracts with customers include variable consideration including customer rebates and quick pay discounts. The Company estimates variable consideration, which it does not consider to be constrained, using either the most likely amount or expected value methods depending on the type of variable consideration.

The Company only provides refunds for products that are damaged during delivery to the customer. However, instances of refunds are rare and have not historically had a material impact on the Company’s results of operations. Finally, Yerbaé has made an accounting policy election to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer.

In addition to variable consideration, the Company also provides payments to certain customers for slotting fees. In accordance with the guidance in ASC 606-10-32, the Company determined that the payment is not in exchange for a distinct good or service and it is therefore recognized as a reduction to the transaction price. As the slotting fee payment covers the life of the contract with a customer, the initial payment is recognized as an asset and is amortized as a reduction to revenue on a rational and reasonable basis over the estimated life of the contract.

Costs to Obtain a Contract with a Customer

The Company does not recognize any assets related to either costs to obtain or fulfil a contract with a customer. We incur certain delivery costs prior to transferring control of Yerbaé product to our customers (i.e. outbound freight). In accordance with the guidance in ASC 606-10-25, those costs are recognized as a fulfilment cost as they are provided prior to transferring control of the Yerbaé product to our customer (i.e. akin to shipping and handling). Further, the costs are classified in general and administrative within the unaudited condensed interim consolidated statement of operations.

NOTE 4 - REVERSE RECAPITALIZATION

On February 8, 2023, Yerbaé completed the Transaction with Yerbaé USA by way of a reverse merger conducted pursuant to: (i) the provisions of the Delaware General Corporations Law (“DGCL”) in which Merger Sub merged with and into Yerbaé USA, and (ii) a plan of arrangement conducted pursuant to the provisions of the BCBCA, which resulted in the amalgamation of Kona Bay with FinCo. In connection with the Closing, Yerbaé (formerly, Kona Bay Technologies Inc.) consolidated its issued and outstanding common shares (each, a “Common Share”) on the basis of 5.8 pre-consolidation Common Shares for each one post-consolidation Common Share and changed its name from “Kona Bay Technologies Inc.” to “Yerbaé Brands Corp.”. In accounting for the Transaction, the Company determined that Kona Bay was a shell company (as that term has been defined in Rule 405 of the United States Securities Act of 1933) as prior to the merger they had no operations and assets consisting solely of cash and cash equivalents. Thus, pursuant to section 12100 of the United States Securities and Exchange Commission’s (“SEC”) financial reporting manual, the Company concluded that: (1) the Transaction should be accounted for as “a reverse takeover equivalent to the issuance of Common Shares by the Company for the net monetary assets of Kona Bay”; and (2) the Company should be considered the accounting acquirer/legal acquiree in the Transaction. As the Company concluded that Yerbaé USA was the accounting acquirer/legal acquiree in the transaction, the historical results of the combined company (prior the merger) represent the historical results of Yerbaé USA.

The recognition and measurement for the acquisition of Kona Bay, was analogized to the guidance in ASC 805-40 Reverse Acquisitions which requires that the accounting acquirer measure the fair value of the consideration transferred based on the number of common shares the legal target would have had to issue in order to retain a specified ownership in the combined Company (the “deemed issuance”). Yerbaé intended to retain and 85% ownership interest in the combined company, and therefore, based on 30.2 million shares outstanding immediately prior to the merger, would have had to issue approximately 5.3 million shares to the owners of the legal parent (to retain an 85% ownership). In addition, based on an equity financing by the Company which occurred immediately before the transaction, the Company determined that the common shares had a fair value of $1.23 per share. This resulted in the determination of the fair value of the consideration transferred in the transaction was approximately $6.5 million (5.2 million shares x $1.23 per Common Share) and that of the $6.5 million transferred approximately $0.6 million should be allocated to the cash acquired from Kona Bay (i.e., the “net assets” acquired) and the remaining $5.9 million should be recognized as a charge to equity as follows:

	Allocation Table
	($ in millions)
Fair value of consideration paid	$	6.5
Net assets acquired (cash)		(0.6	)
Charge to additional paid in capital	$	5.9

In addition, the Company presented the acquisition of Kona Bay as a “recapitalization” line item in our statement of changes in shareholders equity reflecting: (1) the number of Kona Bay’s outstanding common shares immediately prior to the transaction; and (2) the approximately $6.5 million in fair value of consideration transferred (calculated pursuant to the paragraph above). Further, while the guidance in ASC 805-40 also requires a revision to historical equity (of the combined company) to reflect the legal capital of the legal acquirer, the Company concluded that this was not required in our scenario as the conversion ratio, which reflects the number of common shares issued by the legal acquirer to effectuate the transaction compared to the number of common shares in the capital of Yerbaé outstanding immediately prior to the transaction, was 1:1.

NOTE 5 - INVENTORY

Inventory consists of the following for the fiscal periods presented:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023

Raw material	$	151,550		$	54,954
Finished goods		576,621			908,433
Reserve for shrinkage		(2,928	)		(1,099	)
TOTAL	$	725,243		$	962,288

NOTE 6 – PROPERTY AND EQUIPMENT

Property and equipment are recorded at cost and consist primarily of vehicles. Depreciation is computed on a straight-line method over an estimated useful life of the asset of approximately five years.

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
Vehicles, gross	$	74,036		$	109,915
Vehicles, accumulated depreciation		(43,907	)		(49,462	)
Vehicles, net	$	30,129		$	60,453

Depreciation expense totalled $3,479 and $6,732 for the three months ended September 30, 2024 and 2023, respectively. Depreciation expense totalled $13,246 and $29,083 for the nine months ended September 30, 2024 and 2023, respectively, and is recorded in General and Administrative in the unaudited condensed interim consolidated statement of operations.

NOTE 7 – ACCRUED EXPENSES

Accrued expenses consist of the following as of the following dates:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2024		December 31, 2023
Payroll and related costs	$	238,312	$	358,154
Credit card expenses		494,715		259,144
Interest		281,839		133,353
Other accrued expenses		145,410		89,775
TOTAL	$	1,160,276	$	840,426

NOTE 8 – NOTES PAYABLE

Notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2024			December 31, 2023

Convertible notes payable to multiple investors in the amount of $3,802,000 in total. The loans mature during April 2025 and have a stated interest rate of 6.00%		2,734,936			2,196,302
Various notes payable in monthly instalments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles.		30,968			60,914
Short term note payable due to Amazon Lending originated December 26, 2023 maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories.	$	36,937		$	317,000
Note payable to MaximCash Solutions for $750,000 with an original issue discount of $97,500. The loan matures on July 5, 2025 and has an effective interest rate of 42%		584,801			-
Note payable to an unrelated third party for $540,000 with an original issue discount of $40,000. The loan matures on August 16, 2025 and has an effective interest rate of 8%		500,000			-
Note payable to an unrelated third party for $60,000 with an original issue discount of $10,000. The loan matures on February 26, 2025 and has an effective interest rate of 8.3%		51,667			-
Note payable to an unrelated third party for $230,000. The loan agreement includes a payment rate of 15% of the Company’s weekly sales plus an additional $30,000 fee.		159,137			-
Related party note payable to a director of the Company for $330,000 with an original issue discount of $30,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		307,500			-
Related party note payable to a director of the Company for $24,000 with an original issue discount of $4,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		20,667			-
Total notes payable		4,426,613			2,574,216
Less current maturities		(4,411,129	)		(340,178	)
Total notes payable, non-current portion	$	15,484		$	2,234,038

Loans Issued Prior to 2024

Convertible Notes

On April 13, 2023, Yerbaé closed the first tranche (the “First Tranche”) of its brokered debenture unit (each, a “Debenture Unit”) offering which consisted of 1,650 Debenture Units for gross proceeds of $1,650,000. On May 5, 2023, Yerbaé closed the second tranche (the “Second Tranche”) pursuant to which it issued an additional 2,152 Debenture Units for gross proceeds of $2,152,000, and for aggregate gross proceeds, together with the closing of the First Tranche, of $3,802,000.

Each Debenture Unit consisted of: (i) one (1) convertible debenture (each, a “Debenture”) in the principal amount of $1,000; and (ii) 714 share purchase warrants. The Debentures mature on April 30, 2025 (the “Maturity Date”), and bear interest at a rate of 6.0% per annum, payable on the earlier of the Maturity Date or the date of conversion of the Debentures. The interest will be payable in Common Shares to be determined at the Market Price (as that term is defined in the Policies of the TSXV). The principal amount of the Debentures will be convertible at the holder’s option into Common Shares at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the Maturity Date, and (ii) the date fixed for redemption in the case of a change of control, at a conversion price of $1.40 per Common Share, subject to adjustment in certain customary events. Each warrant entitles the holder thereof to acquire one Common Share at a price per Common Share of $1.70 at any time prior to the Maturity Date, subject to an acceleration right whereby, if, in the event the Common Shares have a daily volume weighted average trading price on the TSXV (or such other recognized North American securities exchange) of $3.00 or greater per Common Share for any ten (10) consecutive trading day period at any time after the date that is four (4) months following the issuance of the warrants, Yerbaé may accelerate the expiry of the warrants by giving notice to the holders by disseminating a news release advising of the acceleration) and, in such case, the warrants will be deemed to have expired on the day which is thirty (30) days after the date of such notice.

In accounting for the Debentures, the Company concluded the conversion option should not be bi-furcated from the debt host as it was considered indexed to the company’s stock in accordance with ASC 815-40. Further, the Company also concluded that the detachable warrants should be classified in equity as they: (1) were not within the scope of ASC 480-10; and (2) should be considered indexed to the Company’s Common Shares. In accordance with ASC 470-20, the Company recognized both the Debentures and detachable warrants at their relative fair values. This resulted in the recognition of a debt discount that is being amortized to interest expense over the life of the Debenture Units. During the three and nine months ended September 30, 2024, the Company recorded accretion expense of $190,270 and $538,634, respectively. The remaining unamortized debt discount balance as of September 30, 2024 was $542,063. Further, the remaining balance of the convertible debentures as of September 30, 2024 and December 31, 2023 was $2,734,936 and $2,196,302, respectively.

Motor Vehicle Loan

During 2023, the Company entered into various notes payable related to vehicles with monthly instalments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles. There were no changes to the terms of these loans. All changes were a result of repayment.

Amazon Lending

During 2023, the Company entered into a financing arrangement with Amazon Lending, maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories. There were no changes to the terms of these loans. All changes were a result of repayment.

Ampla and Oxford Financing

On May 16, 2023, Yerbaé replaced their finance provider Ampla LLC (“Ampla”) and secured a new accounts receivable and inventory of $2,500,000 with Oxford Commercial Finance, a Michigan banking corporation, through its Delaware subsidiary Yerbaé LLC. The Company can draw down funds as needed, and only pay interest on the amount borrowed. The debt facility was secured by a security interest in all assets of Yerbaé, including a first security interest in Yerbaé’s accounts receivable and inventory. The facility was repaid during 2023.

Loans Issued During the Nine Months Ended September 30, 2024

Unrelated Third-Party Loans

On September 16, 2024, the Company entered into an agreement with a private lender whereby the lender agreed to loan an aggregate of up to $540,000. The loan matures on August 16, 2025. The balance of the loan was $500,000 net of discounts and repayments as of September 30, 2024 and had an effective interest rate of approximately 8.0%.

On August 26, 2024, the Company entered into an agreement with a lender whereby the lender agreed to loan an aggregate of up to $60,000 The loan matures on February 26, 2025. The balance of the loan was $51,667 net of discount and repayments as of September 30, 2024 and had an effective interest rate of approximately 8.3%.

On July 5, 2024, the Company entered into a loan agreement with MaximCash solutions for $750,000. The loan included an origination cost of $22,500. In addition, the Company agreed to issue the lender $75,000 in common stock of the Company for a total discount of $97,500. The loan matures on July 5, 2025. The balance of the loan was $584,801 net of discounts and repayments as of September 30, 2024 and had an effective interest rate of 42%.

During June of 2024, the Company entered into a loan agreement with Parafin for $230,000 and stated fee of $30,000; of which $10,000 was paid during period. This stated fee is treated as an interest and amortized over the term of the loan. The loan agreement includes a payment rate of 15% of the Company’s weekly sales over an 8-month period. The balance of the loan was $159,137, net of discounts and repayments as of September 30, 2024.

Related Party Loans

These loans are described in Note 11.

NOTE 9 – SHARE CAPITAL

Yerbaé is authorized to issue an unlimited number of Common Shares without par value and 100,000,000 preferred shares (each, a “Preferred Share”) without par value.

For the interim period ended September 30, 2024, and annual period ended December 31, 2023, the Company had the following equity transactions:

On May 19, 2022, Yerbaé (formerly Kona Bay) entered into the Arrangement Agreement with Yerbaé USA, Merger Sub, FinCo, Todd Gibson and Karrie Gibson, with respect to the Transaction. On February 8, 2023, Yerbae completed its Transaction with Yerbaé USA by way of a reverse takeover. conducted pursuant to: (i) the provisions of the DGCL in which Merger Sub merged with and into Yerbaé USA, and (ii) a plan of arrangement conducted pursuant to the provisions of the BCBCA. In connection with the Closing, Yerbaé (formerly, Kona Bay) consolidated its outstanding Common Shares on the basis of 5.8 pre-consolidation Common Shares for each one post-consolidation Common Share prior to the completion of the Amalgamation and changed its name from “Kona Bay Technologies Inc.” to “Yerbaé Brands Corp.”. Total Common Shares issued relating to the reverse takeover that were issued to former Kona Bay shareholders was 8,239,215 Common Shares with a fair value of $7,526,000.

At the time of Closing, an aggregate of 54,493,953 Common Shares were issued and outstanding of which: 35,848,290 Common Shares were issued to the former Yerbaé shareholders (inclusive of an aggregate of 5,631,276 Common Shares issued to former holders of an aggregate of $4,500,000 in convertible promissory notes of Yerbaé USA converted immediately prior to closing of the Transaction), 8,000,000 performance Common Shares (each, a “Performance Share”) were issued with a fair value of $11,360,000 of which $2,433,404 was recognized as a reduction of equity related to the current financing proceeds received and $2,840,000 has been included as deferred offering costs initially, and as of December 31, 2023, the deferred offering costs balance was Nil. The Performance Shares are held in escrow and are to be released upon the completion of certain performance-based incentives related to the listing of the Common Shares on the TSX Venture Exchange (“TSXV”), future equity financings, and certain trailing gross revenue targets, and 2,015,163 Shares were issued to former holders of subscription receipts of FinCo issuable in connection to a concurrent financing of $2,433,404 to the Transaction.

In addition, the 1,087,752 options to purchase shares of common stock (each, a “Yerbaé USA Share”) of Yerbaé USA which were outstanding immediately prior to closing of the Transaction were cancelled and the holders thereof were granted an aggregate of 1,087,752 options to purchase Common Shares (each, an “Option”), 1,754,464 warrants to purchase Yerbaé USA Shares which were outstanding immediately prior to Closing were cancelled and the holders thereof were granted an aggregate of 1,754,464 replacement warrants of Yerbaé, and 2,015,163 warrants to purchase shares of FinCo which were outstanding immediately prior to closing of the Transaction were cancelled and the holders thereof were granted an aggregate of 2,015,163 replacement warrants. 5,631,276 warrants were also issued as part of the conversion of the $4,500,000 convertible promissory notes.

In connection with the closing of the Transaction, the parties paid customary advisory fees to an eligible arm’s length third party finder (the “Finder”), in consideration for the Finder’s services in facilitating the identification, negotiation and implementation of the Transaction which consisted of the issuance of 507,662 Common Shares with a fair value of $720,880, as well as a cash payment of $200,000.

On July 17 2023, Yerbaé announced a non-brokered private placement of units (each, a “Unit”) of the Company at a price of $1.83 per Unit for aggregate gross proceeds of up to $5,000,000 (the “Offering”), with each Unit consisting of one Common Share and one warrant entitling the holder thereof to acquire one additional Common Share at a price per warrant share of $2.15 for a period of 24 months from the date of issuance. On August 18, 2023, Yerbaé closed the initial tranche of the Offering which consisted of the issuance by the Company of 2,219,629 Units for aggregate gross proceeds of $4,061,921. In connection with the closing of the initial tranche, the Company paid eligible finders cash fees of $33,243. On August 31, 2023, Yerbaé closed the second tranche of the Offering which consisted of the issuance by the Company of 225,329 Units for aggregate gross proceeds of $412,352.

Yerbae entered into an agreement, as amended on June 19, 2023 (the “FORCE Family Agreement”) with FORCE Family Office Inc. (“FORCE”). Under the terms of the FORCE agreement, FORCE will provide certain business development and corporate strategies services to enhance the Company’s growth and market positioning. In consideration for the services to be provided by FORCE, the Company agreed to pay FORCE an aggregate consulting fee of $150,000 payable in Common Shares as to $25,000 in Common Shares on the date that is one month from the date of execution of the FORCE agreement at a deemed price per Common Share equal to the prevailing market price of the Common Shares on the date of such payment and $125,000 in Common Shares on the date of expiration of the six month term at a deemed price per Common Share equal to the prevailing market price of the Common Shares on the date of such payment. Accordingly, on July 21, 2023, the Company issued 11,363 Common Shares to FORCE at a deemed price of $2.20 per Common Share in satisfaction of the initial $25,000 payment.

On November 16, 2023, Yerbaé issued 159,496 Common Shares upon the exercise of 159,496 warrants. On November 24, 2023, Yerbaé issued 66,489 Common Shares at a deemed price of US$1.88 per Common Share to FORCE pursuant to the terms of the FORCE Family Agreement.

On December 29, 2023, Yerbaé granted, effective January 1, 2024, an aggregate of 531,250 Options, 1,666,665 RSUs and 1,002,775 PSUs. Each Option, once vested, is exercisable into one Common Share at a price of $0.96 per Common Share for a period of 7 years. Each RSU representing the right to receive, once vested twelve (12) months from the date of grant, in accordance with corresponding the RSU award agreements, one Common Share. Each PSU represents the right to receive, once vested, in accordance with the correspondence PSU award agreements and achievement of the performance criteria, one Common Share.

During the year ended December 31, 2023, $525,000 in principal amount of Debentures and $14,606 in accrued interest was converted into an aggregate of 375,000 Common Shares. The principal amount was converted using a Common Share price of $1.40 and the accrued interest was converted using a weighted average Common Share price of $1.81.

During the year ending December 31, 2023, the Company received proceeds of $1,040,212 in relation to the exercise of an aggregate of 1,094,968 Warrants at $0.95 per Common Share resulting in the issuance of 1,094,968 Common Shares. At December 31, 2023, there were 58,822,126 common shares issued and outstanding.

On January 16, 2024, the Company issued, in connection with the exercise by one eligible warrant holder (the “Eligible Holder”) who participated in the Company’s warrant exercise incentive program an aggregate of 835,000 Warrants for aggregate proceeds to the Company of $1,002,000, and an aggregate of 835,000 warrants (each, an “Incentive Warrant”) to the Eligible Holder. The Incentive Warrants are exercisable into the same number of common shares of the Company at an exercise price of $1.50 per common share until December 14, 2025, subject to an acceleration provision whereby, if for any thirty (30) consecutive trading days (the “Premium Trading Days”) following the repricing the closing price of the common shares exceeds $2.50 per common share, the Incentive Warrants’ expiry date will be accelerated such that holders will have thirty (30) calendar days to exercise the Incentive Warrants (if they have not first expired in the normal course) (the “Acceleration Clause”). In accordance with the guidance in ASC 815-40-35, the Company determined that the exchange was related to an equity financing (i.e. the inducement of the existing warrants) and therefore recognized the $133,600 excess in fair value of the exchanged instrument over the fair value of the instrument immediately before it was exchanged as an equity issuance cost.

On January 22, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 263,157 Common Shares for aggregate proceeds to the Company of $249,980.

On January 30, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 352,941 Common Shares for aggregate proceeds to the Company of $300,000.

On March 12, 2024, the Company issued an aggregate of 1,493,908 Common Shares at a deemed issue price of $0.74 pursuant to the vesting of certain performance share units (each, a “PSU”) and restricted share units (each, a “RSU”), as to 685,867 PSUs and 808,041 RSUs.

On April 8, 2024, the Company issued an aggregate of 1,103,811 common shares and 1,103,811 share purchase warrants pursuant to the exercise and terms of 1,003,468 special warrants originally issued pursuant to the closing of a special warrants offering which closed on December 6, 2023. The proceeds of the special warrants of approximately $1.5 million were received on December 6, 2023 and no proceeds were received upon the exercise of the special warrants.

During the three months ended September 30, 2024, there was a total of 3,208,498 warrants expired unexercised.

Performance Shares

During the three months ended March 31, 2023, the Company granted an aggregate 5 million Performance Shares to the CEO and COO upon consummation of the Transaction. These Performance Shares are held in escrow and are to be released upon the completion of certain performance-based incentives related to the listing of the Common Shares on the TSX Venture Exchange (“TSXV”), future equity financings, and certain trailing gross revenue targets. As of September 30, 2024, 2.5 million performance shares have been released and the remainder are still in escrow as not all of the performance criteria have been achieved.

During the three months ended March 31, 2023, the Company granted an aggregate 3 million Performance Shares to external parties in connection with the Transaction. One million of these Performance Shares were released upon completion of the Transaction. The remaining two million Performance Shares were subject to escrow until completion, within twelve months of the Listing Date, by the Company of a financing of a minimum aggregate of $7,000,000 (excluding the proceeds from the Concurrent Financing) at a valuation of the Company equal to a minimum of $50,000,000. These performance criteria were met during the year ended December 31, 2023, and, as such, all of the performance shares were released from escrow as of December 31, 2023.

NOTE 10 – LOSS PER SHARE

Basic loss per share is calculated by dividing the net loss by the weighted average number of Common Shares issued during the three and nine months ended September 30, 2024, and 2023. The following table reflects the loss and share data used in the basic loss per share calculations:

SCHEDULE OF NET LOSS PER SHARE

	2024			2023			2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net loss	$	(1,479,494	)	$	(4,141,353	)	$	(7,032,551	)	$	(16,673,110	)
Basic and diluted weighted average number of Common Shares in issue		61,767,132			56,506,032			61,982,564			54,645,615
Basic and diluted loss per share	$	(0.02	)	$	(0.07	)	$	(0.11	)	$	(0.31	)

Diluted loss per share did not include the effect of outstanding stock options, PSUs, RSUs, performance shares, warrants and convertible debentures as the effect would be anti-dilutive. The Company excluded the following securities from its computation of diluted shares outstanding, as their effect would have been anti-dilutive:

	As At
	September 30, 2024
Restricted stock units⁽¹⁾		1,027,378
Performance share units⁽¹⁾		595,422
Performance shares		2,500,000
Stock options		2,338,380
Warrants		10,145,484
Convertible debt		2,715,714

(1)

These amounts represent shares granted but not yet issued

NOTE 11 – RELATED PARTIES

On January 30, 2023, the Company entered into a loan agreement with a director of the Company. An aggregate of $100,000 was advanced by the related party pursuant to the loan agreement. The loan was fully repaid during 2023.

On July 1, 2024, the Company entered into a loan agreement with a director of the Company, whereby the director loaned the Company $330,000. The loan matures on June 15, 2025 and had an effective interest rate 10%. The net balance of the loan as of September 30, 2024, was $307,500 which includes accrued interest to the end of the period.

On August 26, 2024, the Company entered into a loan agreement with a director of the Company, whereby the director loaned the Company $24,000 with an effective rate of 8.3%. The loan matures on February 26, 2024. The net balance of the loan as of September 30, 2024, was $20,667 net of discount and repayments.

NOTE 12 - INCOME TAXES

The Company recognized pre-tax accounting losses for the three and nine months ended September 30, 2024 and 2023. As of September 30, 2024, any deferred tax assets, which have been recognized primarily as a result of loss carry forwards, have been fully offset by a valuation allowance. As such, for both the three and nine months ended September 30, 2024 and September 30, 2023, there were no significant variations in the relationship between income tax expense and pretax accounting income.

NOTE 13 - COST OF SALES

Cost of sales is primarily comprised of materials, including in-bound freight, and rent related to the Company’s manufacturing facilities. The breakdown for the items within costs of sales was the following for the periods presented:

SCHEDULE OF COST OF SALES

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Materials	$	558,360	$	1,378,422	$	1,972,902	$	4,854,156
Warehouse rent (non-lease)		41,485		39,181		149,414		113,902
Cost of goods sold	$	599,845	$	1,417,603	$	2,122,316	$	4,968,058

NOTE 14 – GENERAL AND ADMINISTRATIVE

General and administrative consisted of the following expenses during the periods presented:

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Share-based compensation	$	198,784	$	733,686	$	1,734,941	$	1,694,970
Outbound freight		442,380		575,560		1,333,707		1,956,911
Employee benefits		471,508		756,147		1,788,796		2,272,388
Professional fees		420,757		1,030,786		1,314,551		2,197,653
Office expenses		222,801		254,353		838,652		889,376
Performance shares granted upon consummation of RTO		-		-		-		6,086,596
Other		36,193		238,782		458,942		637,320
Total general and administrative expenses	$	1,792,423	$	3,589,314	$	7,469,589	$	15,735,214

NOTE 15 - COMMITMENTS & CONTINGENCIES

Litigation

During the ordinary course of the Company’s business, it is subject to various claims and litigation. Management believes that the outcome of such claims or litigation will not have a material adverse effect on the Company’s unaudited condensed interim consolidated financial position, results of operations or cash flow.

Commitments

The Company has unconditional purchase obligations for certain raw materials, such as ingredients and bottles. However, none of the contracts related to the purchase obligations are entered into for a period greater than one year.

NOTE 16 - SUBSEQUENT EVENTS

As discussed in Note 9, the Company entered into a loan agreement with MaximCash Solutions during July of 2024 to borrow $750,000. In consideration for the loan, the Company agreed to issue $75,000 of shares to the lender at $0.35 per share, or 214,285 shares. While the loan was entered into during July, the Company issued the shares upon approval from the TSXV during October of 2024.

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

Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q includes a number of forward-looking statements that reflect management’s current views with respect to future events and financial performance. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other comparable terminology. These statements include statements regarding the intent, belief or current expectations of us and members of our management team, as well as the assumptions on which such statements are based. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risk and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks set forth in the section entitled “Risk Factors” in our Form 10, as filed with the U.S. SEC on July 19, 2024, any of which may cause our Company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied in our forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Readers should carefully review and consider the various disclosures made by us in the Form 10 filed with the SEC on July 19, 2024, this report and in our other reports filed with the SEC. We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that actual results of operations or the results of our future activities will not differ materially from our assumptions.

Use of United States Generally Accepted Accounting Principles (“GAAP”) Financial Measures

We use United States GAAP financial measures, unless otherwise noted. All of the GAAP financial measures used by us in this report relate to the inclusion of financial information. This discussion and analysis should be read in conjunction with our financial statements and the notes thereto included elsewhere in this quarterly report. All references to dollar amount in this section are in United States dollars, unless expressly stated otherwise.

Overview

Yerbaé was founded by Todd Gibson and Karrie Gibson in 2016 to create plant-based energy drinks containing yerba mate, a South American herb and a natural source of caffeine. Yerbaé’s first beverage was launched in the first quarter of 2017.

Yerbaé is engaged in the development, marketing, sale, and distribution of plant-based energy beverages that do not contain calories, carbohydrates, or sugar. Yerbaé’s line of beverages are blended with non-GMO plant-based ingredients and offer the benefits of yerba mate and white tea; sustainably sourced from Brazil and other growing regions in South America.

Yerbaé beverages are created to provide products targeted at consumers focused on health, wellness, and fitness and seeking healthier beverages as an alternative to existing energy drinks. The products are formulated to provide a more refreshing taste than coffee, with additional benefits to existing sodas and sparkling waters, along with healthier ingredients than traditional energy drinks. Yerbaé’s products complement a variety of healthy lifestyles, such as non-GMO, Keto, Vegan, Kosher, Paleo and gluten-free diets.

The accompanying unaudited condensed interim consolidated financial statements have been prepared on a basis that assumes that the Company will continue as a going concern and that contemplates the realization of assets and satisfaction of liabilities and commitments in the normal course of business. The Company had an accumulated deficit of $41.5 million and $34.5 million as of September 30, 2024, and December 31, 2023, respectively. Further, the Company had cash and cash equivalents of approximately $0.3 million and $1.0 million as of September 30, 2024, and December 31, 2023, respectively. The Company’s primary focus in recent months has been and will continue to be supporting the manufacturing of its products which requires capital and resources. The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. Based on the Company’s currently available cash resources, current and forecasted level of operations, and forecasted cash flows for the 12-month period subsequent to the date of issuance of these unaudited condensed interim consolidated financial statements, the Company will require additional funding to continue to progress its operational obligations as they come due. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company’s ability to continue as a going concern is dependent upon its ability to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due, and to generate profitable operations in the future. Management plans to provide for the Company’s capital requirements through financing, operations, or other transactions, including third party loans.

Management’s discussion and analysis of financial condition and results of operations

Liquidity and Capital Resources

As of September 30, 2024, and December 31, 2023, the Company had a working capital deficit of $5,095,669 and surplus of $843,478, respectively. The Company has incurred losses since inception and as of September 30, 2024, and December 31, 2023, had an accumulated deficit of approximately $41.5 million and $34.5 million, respectively. The Company’s objective in managing its capital is to ensure that there is sufficient liquidity to finance and grow its operations, maximize the preservation of capital, provide adequate capital to fund its business objectives, and deliver competitive returns on invested capital. To fund its activities, the Company has primarily relied on private placement financing, warrant exercises, loans and other forms of debt. The material debt financing and loan transactions were as follows:

Notes Payable

Convertible Notes

During 2023, convertible notes payable were issued in the amount of $3,802,000 with a stated interest rate of 6.00%. The convertible notes were unsecured and are due on April 30, 2025. The balance, net of debt discount, of the convertible notes as of September 30, 2024, and December 31, 2023, was $2,734,936 and $2,196,302, respectively.

Motor Vehicle Loan

During 2023, the Company entered into various notes payable related to vehicles with monthly installments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles and had a balance of $30,968 and $60,914 as of September 30, 2024 and December 31, 2023. There were no changes to the terms of these loans. All changes were a result of repayment.

Amazon Lending

Ampla and Oxford Financing

Unrelated Third-Party Loans

On September 16, 2024, the Company entered into an agreement with a private lender whereby the lender agreed to loan an aggregate of up to $540,000. The loan matures on August 16, 2025. The balance of the loan was $500,000 as of September 30, 2024 and had an effective interest rate of approximately 8.0%.

Related Party Loans

Warrant Exercise and Expiration

On January 16, 2024, the Company issued, in connection with the exercise by one eligible warrant holder who participated in the Company’s warrant exercise incentive program an aggregate of 835,000 Warrants for gross proceeds to the Company of $1,002,000, and an aggregate of 835,000 warrants to the Eligible Holder. The Incentive Warrants are exercisable into the same number of common shares of the Company at an exercise price of $1.50 per common share until December 14, 2025, subject to an acceleration provision whereby, if for any thirty (30) consecutive trading days (the “Premium Trading Days”) following the repricing the closing price of the common shares exceeds $2.50 per common share, the Incentive Warrants’ expiry date will be accelerated such that holders will have thirty (30) calendar days to exercise the Incentive Warrants (if they have not first expired in the normal course) (the “Acceleration Clause”).

On January 22, 2024, the Company issued 263,157 Common Shares upon the exercise of 263,157 share purchase warrants at an exercise price of $0.95 per Common Share for gross aggregate proceeds of $250,000.

On January 30, 2024, the Company issued 352,941 Common Shares upon the exercise of 352,941 share purchase warrants at an exercise price of $0.85 per Common Share for gross aggregate proceeds of $300,000.

On April 8, 2024, the Company issued an aggregate of 1,103,811 common shares and 1,103,811 share purchase warrants pursuant to the exercise and terms of 1,003,468 special warrants originally issued pursuant to the closing of a special warrants offering which closed on December 6, 2023. The proceeds of the special warrants of approximately $1.5 million were received on December 6, 2023, and no proceeds were received upon the exercise of the special warrants.

During the three months ended September 30, 2024, there was a total of 3,208,498 warrants expired unexercised.

Commitments

As discussed in our consolidated financial statements for the annual period ended December 31, 2023, the Company entered into an office lease agreement during December of 2022. The ongoing monthly payments are not expected to have a material impact on the Company’s financial condition.

In addition to the lease agreement, the Company also enters into unconditional purchase obligations for inventory items such as cans and product ingredients. However, these obligations are not entered into for a period greater than one year. The Company has not entered into any off-balance sheet arrangements.

Going Concern

Yerbaé’s evaluation of its ability to continue as a going concern requires it to evaluate its future sources and uses of cash sufficient to fund its currently expected operations in conducting business activities one year from the date the financial statements are issued. Yerbaé evaluates the probability associated with each source and use of cash resources in making its going concern determination.

Due to our recurring losses, the ongoing challenging market conditions for beverage companies and our limited cash balance as of September 30, 2024, management believes that it is probable that the Company will be unable to meet its obligations as they come due within one year after the date that the unaudited condensed consolidated financial statements are issued. While the Company is attempting to plan additional financings, which are intended to mitigate the conditions or events that raise substantial doubt about our ability to continue as a going concern, those financings may not occur. If the financings do not occur, management will try and implement alternative arrangements, and such arrangements could have a potentially significant negative impact on the current net asset value of the Company. These alternatives include: (1) raising additional capital by means other than those planned through equity and/or debt financings; and/or (2) entering into new commercial relationships to help fund future expenses.

Cash Flows

The following tables summarize the results of the Company’s cash flows for the below respective periods:

	For the Nine Months Ended September 30,
	2024			2023
Net cash provided by (used in):
Operating activities	$	(3,598,634	)	$	(9,985,012	)
Investing activities		-			736,877
Financing activities		2,890,409			9,992,329
Net change in cash	$	(708,225	)	$	744,194

Operating Activities

Net cash used in operating activities was approximately $3.6 million for the nine months ended September 30, 2024, and was comprised of the net loss of $7.0 million and had net non-cash items totalling $2.2 million, consisting primarily of $1.7 million in share-based compensation expense and $0.5 million in accretion expense. Changes in operating assets and liabilities was $1.1 million, primarily consisting of a change in accounts receivable of $0.3 million, inventory of $0.2 million, prepaid expenses of $0.2 million, accounts payable of $0.1 million, accrued interest of $0.1 million and accrued expenses of $0.1 million.

Net cash used in operating activities was $10.0 million for the nine months ended September 30, 2023. The net loss for the nine months ended September 30, 2023, was $16.7 million and had net noncash items of $8.0 million, primarily consisting of performance shares granted upon consummation of the reverse takeover of $6.1 million, share-based compensation of $1.7 million and accretion expense of $0.2 million. Changes in operating assets and liabilities was ($1.3 million), primarily consisting of a change in accounts payable of ($1.1 million), prepaid expenses of ($0.3 million), accrued expenses of $0.1 million and ($0.1 million) in inventory.

Investing Activities

The Company did not engage in any material investing activities during the nine months ended September 30, 2024. Net cash provided from investing activities for the nine months ended September 30, 2023 was $0.6 million. The $0.6 million amount for the nine months ended September 30, 2023, was comprised primarily of $0.6 million of cash acquired as part of the reverse merger with Kona Bay.

Financing Activities

Net cash provided by financing activities was $2.9 million and $10.0 million for the nine months ended September 30, 2024, and 2023, respectively. For the nine months ended September 30, 2024, these amounts consisted of net proceeds from the exercise of warrants of $1.6 million and net proceeds from debt instruments and notes payable of $1.0 million and proceeds from note to related party of $0.3 million. For the nine months ended September 30, 2023, these amounts consisted of proceeds from issuance of common stock and warrants of $8.2 million, net proceeds from debt instruments and notes payable of $2.0 million and fees related to the issuance of convertible notes of ($0.2 million).

Results of Operations

Three months ended September 30, 2024, compared to three months ended September 30, 2023

The following tables set forth the Company’s results of operations for the periods presented. The comparison of financial results is not necessarily indicative of future results.

	For the Three Months Ended September 30,
	2024			2023
Revenues	$	1,631,615		$	2,986,734
Cost of sales		599,845			1,417,603
Gross profit	$	1,031,770		$	1,569,131

General and administrative	$	1,792,423		$	3,589,314
Sales, advertising and marketing		311,915			1,886,414
Total expenses	$	2,104,338		$	5,475,728

Net loss before other income (expense)		(1,072,568	)		(3,906,597	)

Interest expense		(406,926	)		(234,756	)

Net loss before income taxes		(1,479,494	)		(4,141,353	)
Income tax expense		-			-
Net loss and comprehensive loss	$	(1,479,494	)	$	(4,141,353	)

Revenues

	For the Three Months Ended September 30,				Change
	2024		2023		$			%
Revenues	$	1,631,615	$	2,986,734	$	(1,355,119	)		-45	%

Yerbaé’s revenues declined by $1.4 million, or 45%, for the three months ended September 30, 2024, compared to the same period in the prior year. This decline was primarily attributed to the non-renewal of its agreement with Sam’s Club, the nation’s second-largest club retailer, as well as the challenging consumer packaged goods (CPG) U.S. market today, which has been impacted by inflation and may be contributing to a reduction in consumer basket size. Despite this decrease, Yerbaé continued to advance its distribution footprint, executing with major retailers such as Kroger, Amazon, and Costco, along with multiple other retail chains. In the third quarter of 2024, the Company prioritized efforts to stabilize its business foundation, focusing on core strengths. Key growth was seen in the Natural Foods, Direct-to-Consumer, and Direct Store Delivery (“DSD”) channels, bolstered by the successful rollout of the new 12oz can platform launched in Q1 2024. Club store placements continued to perform well in select regions; however, a reduction in the number of stocked club stores as noted above led to a decline in quarterly sales.

Cost of Sales

	For the Three Months Ended September 30,				Change
	2024		2023		$			%
Cost of sales	$	599,845	$	1,417,603		(817,758	)		-58	%

Cost of sales is primarily comprised of product materials, ingredient costs, bottling, inbound freight, and other related expenses. Costs of sales decreased by $0.8 million, or 58%, as compared to the same period in the prior year. The decrease in cost of goods sold was directly related to the decrease in sales during 2024.

General and Administrative

	For the Three Months Ended September 30,				Change
	2024		2023		$			%
General and administrative	$	1,792,423	$	3,589,314		(1,796,891	)		-50	%

General and administrative expense included operational and administrative costs as detailed in the following table:

	For the Three Months Ended September 30,
	2024		2023
Share-based compensation	$	198,784	$	733,686
Outbound freight		442,380		575,560
Employee benefits		471,508		756,147
Professional fees		420,757		1,030,786
Office expenses		222,801		254,353
Other		36,193		238,782
Total general and administrative expenses	$	1,792,423	$	3,589,314

General and administrative expenses decreased to $1.8 million for the three months ended September 30, 2024, as compared to $3.6 million for the prior comparable period. The decrease was primarily due to decreases in share-based compensation of $0.5, professional fees of $0.6 million, employee benefits of $0.3 million, a decrease of outbound freight of $0.1 million and other expense of $0.2 million.

Sales, Advertising and Marketing

	For the Three Months Ended September 30,				Change
	2024		2023		$			%
Sales, advertising and marketing	$	311,915	$	1,886,414		(1,574,499	)		-83	%

Sales, advertising and marketing decreased to $0.3 million for the three months ended September 30, 2024, compared to $1.9 million for the prior year period. Throughout 2024, the Company has prioritized delivering efficiencies across its sales, advertising, and marketing platforms. This effort included a strategic focus on optimizing product availability in both retail and eCommerce channels. As the Company continues its expansion, maximizing the effectiveness of every dollar spent has been a top priority. This optimization involved streamlining fewer less-effective programs and leveraging insights gained about our customers’ evolving needs in a dynamic consumer landscape. Our efforts included refining consumer messaging and enhancing in-market activities with higher quality visuals and retailer-specific programs. These initiatives have contributed to the continuous improvement of the brand’s positioning and increased consumer engagement.

Interest Expense

	For the Three Months Ended September 30,				Change
	2024		2023		$		%
Total interest expense	$	406,926	$	234,756		172,170		73	%

Interest expense includes interest expense and accretion expense related to the principal amount of $3,802,000 convertible debentures issued in 2023 and new debt issuances in 2024 and increased to $0.4 million for the three-month period ended September 30, 2024, compared to $0.2 million during the comparable prior year period. The increase was primarily related to an increase in interest and accretion expense related to new debt instruments that were entered into during 2024.

Nine months ended September 30, 2024, compared to nine months ended September 30, 2023

The following tables set forth the Company’s results of operations for the periods presented. The comparison of financial results is not necessarily indicative of future results.

	For the Nine Months Ended September 30,
	2024			2023
Revenues	$	4,628,830		$	9,991,758
Cost of sales		2,122,316			4,968,058
Gross profit	$	2,506,514		$	5,023,700

General and administrative	$	7,469,589		$	15,735,214
Sales, advertising and marketing		1,136,839			5,542,848
Total expenses	$	8,606,428		$	21,278,062

Net loss before other income (expense)		(6,099,914	)		(16,254,362	)

Interest expense		(932,637	)		(418,748	)

Net loss before income taxes		(7,032,551	)		(16,673,110	)
Income tax expense		-			-
Net loss and comprehensive loss	$	(7,032,551	)	$	(16,673,110	)

Revenues

	For the Nine Months Ended September 30,				Change
	2024		2023		$			%
Revenues	$	4,628,830	$	9,991,758	$	(5,362,928	)		-54	%

Yerbaé’s revenues declined by $5.4 million, or 54%, for the nine months ended September 30, 2024, compared to the same period in the prior year. Throughout this period, the Company prioritized optimizing its customer base by phasing out less profitable accounts, including previously announced exits from Sam’s Club and other high-slotting, low-volume retailers, which resulted in lower revenues for the nine-month period ended September 30, 2024 compared to the prior period. Yerbaé has instead focused on growth-oriented retail partnerships that enhance gross margins and deliver greater shareholder value. Significant progress was made in core focus channels, establishing a strong foundation for future growth. The Company also expanded its Direct-to-Consumer segment, introducing new variety packs and increasing brand awareness through a broader network of social media influencers and digital advertising. Additionally, Yerbaé strengthened its distributor relationships, onboarding 14 new distributors in the third quarter of 2024 to support its growth initiates for 2025 and beyond. Nine-month 2024 revenues were also impacted by the challenging CPG U.S. market, which has been impacted by higher inflation earlier in the period and as the Company transitioned from 16oz to 12 oz packaging, aligning with consumer demand for a more efficient product size, however this also resulted in decreased sales as the Company transitioned to the new can format. This transition was completed in Q2 2024.

Cost of Sales

	For the Nine Months Ended September 30,				Change
	2024		2023		$			%
Cost of sales	$	2,122,316	$	4,968,058		(2,845,742	)		-57	%

Cost of sales is primarily comprised of product materials, ingredient costs, bottling, inbound freight, and other related expenses. Costs of sales decreased by $2.8 million, or 57%, as compared to the same period in the prior year. The decrease in cost of goods sold was directly related to the decrease in sales during 2024.

General and Administrative

	For the Nine Months Ended September 30,				Change
	2024		2023		$			%
General and administrative	$	7,469,589	$	15,735,214		(8,265,625	)		-53	%

General and administrative expense included operational and administrative costs as detailed in the following table:

	For the Nine Months Ended September 30,
	2024		2023
Share-based compensation	$	1,734,941	$	1,694,970
Outbound freight		1,333,707		1,956,911
Employee benefits		1,788,796		2,272,388
Professional fees		1,314,551		2,197,653
Office expenses		838,652		889,376
Performance shares granted upon consummation of RTO		-		6,086,596
Other		458,942		637,320
Total general and administrative expenses	$	7,469,589	$	15,735,214

General and administrative expenses decreased to $7.5 million for the nine months ended September 30, 2024. The decrease was primarily due to a decrease in expense related to performance shares granted upon consummation of the reverse takeover during the nine months ended September 30, 2023, of $6.1 million, a decrease of professional fees of $0.9 million, a decrease of outbound freight of $0.6 million, a decrease of employee benefits of $0.5 million and a decrease of other expenses $0.2 million.

Sales, Advertising and Marketing

	For the Nine Months Ended September 30,				Change
	2024		2023		$			%
Sales, advertising and marketing		1,136,839	$	5,542,848		(4,406,009	)		-79	%

Sales, advertising and marketing decreased to $1.1 million for the nine months ended September 30, 2024, compared to $5.5 million for the prior year period. Over the past nine months, the Company has focused on evaluating and optimizing retailer performance, promotions, and growth levels. By concentrating on select channels, the Company has demonstrated its ability to operate more efficiently. This has involved reducing the number of promotions during the period and eliminating programs that did not meet expectations, such as paid pallet positions, slotting fees, and other sales initiatives. Additionally, the Company has prioritized more efficient and effective digital targeting in its eCommerce channels, which continues to deliver positive results.

Interest Expense

	For the Nine Months Ended September 30,				Change
	2024		2023		$		%
Total interest expense		932,637		418,748		513,889		123	%

Interest expense includes interest expense and accretion expense related to the principal amount of $3,802,000 convertible debentures issued in 2023 and new debt issuances in 2024. Interest expense increased to $0.9 million for the nine months ended September 30, 2024, compared to $0.4 million during the comparable prior year period. The increase was primarily related to an increase in accretion expense of $0.3 million and an increase in interest expense related to new debt instruments that were entered into during 2024.

Critical Accounting Estimates

Refer to the Company’s critical accounting estimates section provided in its consolidated annual financial statements for the period ended December 31, 2023. There were no material updates or changes to the disclosure for the nine-month period ended September 30, 2024.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain a system of disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) that are designed to provide reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

In designing and evaluating our disclosure controls and procedures, management recognizes that any disclosure 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 judgment in evaluating the benefits of possible controls and procedures relative to their costs.

The Company’s management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act, as of the end of the period covered by this Report.

Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of September 30, 2024, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended September 30, 2024 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our Company or any of our subsidiaries, threatened against or affecting our Company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect. The Company has resolved all outstanding litigation involving the Company and there are no suits or cases pending in which the Company is a party.

Item 1A. Risk Factors

Not Applicable. As a smaller reporting company, we are not required to provide the information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds

There were no unregistered sales of the Company’s equity securities during the three or nine months ended September 30, 2024.

Item 3. Defaults upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit		Incorporated by Reference
Number	Exhibit Description	Form	Exhibit
10.1	Gibson Loan Agreement
10.2	Maximcash Solutions Loan Agreement
10.3***	Private Lender Loan Agreement
10.4	BEA Investment Loan Agreement
10.5	Dratt Loan Agreement
31.1*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.
31.2*	Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.
32.1**	Section 1350 Certification of Chief Executive Officer.
32.2**	Section 1350 Certification of Chief Financial Officer.
101.INS*	Inline XBRL Instance Document
101.SCH*	Inline XBRL Taxonomy Extension Schema Document
101.CAL*	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	Inline XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith.

*** Portions of the exhibit have been omitted

SIGNATURES

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

YERBAÉ BRANDS CORP.

By:	/s/ Todd Gibson
	Todd Gibson
	Chief Executive Officer
Date:	November 14, 2024

By:	/s/ Karrie Gibson
	Karrie Gibson
	Interim Chief Financial Officer
Date:	November 14, 2024

Exhibit 10.1

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is dated effective as of the 15th day of July, 2024 (the “Effective Date”).

BETWEEN:

	YERBAE BRANDS CORP., a company incorporated under the laws of the Province of British Columbia and having an address at 18801 N. Thomson Peak Parkway, Suite D-380, Scottsdale, Arizona, 85255, United States of America

	(the “Borrower”)

AND:

	Karrie Gibson, an individual having an address at 18801 N Thompson Peak Parkway, Suite 380, Scottsdale AZ 85255

	(the “Lender”)

WHEREAS:

A.	The Lender has agreed to provide a loan in the aggregate principal amount of up to $330,000 (the “Principal Amount”) to the Borrower in accordance with the terms and conditions of this Agreement (the “Loan”), with an original issue discount of $30,000 (“Original Issuance Discount”); and

B.	The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Lender and the Borrower (each, a “Party” and, together, the “Parties”) covenant and agree as set forth below:

1.	DEFINITIONS; INTERPRETATION

1.1	For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

	(a)	“$” means lawful currency of the United States;

	(b)	“Advance Date” has the meaning set out in Section 2.1;

	(c)	“Agreement” means this Agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

	(d)	“Borrower’s Indebtedness” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to this Agreement (including, without limitation, at any point in time the Principal Amount outstanding under the Loan, all unpaid accrued interest thereon and all fees and costs and expenses then payable in connection therewith);

	(e)	“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Province of British Columbia are authorized or required by law to close;

	(f)	“Effective Date” means July 1st, 2024;

	(g)	“Event of Default” means the occurrence of any one or more of the following events:

	(i)	the Borrower fails to pay any of the Borrower’s Indebtedness when due and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

	(ii)	the Borrower materially defaults on or in the observance or performance of any non-monetary covenant or agreement contained herein, and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

	(iii)	the Borrower ceases, or threatens to cease, to carry on its business as the same is conducted by it from time to time;

	(iv)	the Borrower files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, or seeks, or consents to or acquiesces in, the appointment of any trustee, receiver or liquidator of the Borrower, or makes any general assignment for the benefit of creditors, or admits in writing the Borrower’s inability to pay its debts generally as they become due; or
	(v)	a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof;

Page A-2

	(h)	“Loan” means the term loan in the Principal Amount to be made by the Lender to the Borrower pursuant to this Agreement;

	(i)	“Maturity Date” means the date that is the earlier of: (i) eleven months following the date hereof; and (ii) such other date as the Lender and the Borrower may mutually agree on, in writing;

	(j)	“Original Issuance Discount” has the meaning set out in Recital A;

	(k)	“Person” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

	(l)	“Principal Amount” has the meaning set out in Recital A; and

	(m)	“Term” has the meaning set out in Section 3.1.

2.	PRINCIPAL AMOUNT

2.1	Subject to the terms and conditions of this Agreement, the Lender agrees to advance the Principal Amount less the Original Issuance Discount to the Borrower on July 1st, 2024 (the “Advance Date”).

3.	TERM AND TERMINATION

3.1	The term of the Loan (the “Term”) will commence on the Effective Date and mature on the Maturity Date.

3.2	Notwithstanding Section 3.1 and anything else contained in this Agreement, the Term will end earlier than the Maturity Date upon full repayment of the Borrower’s Indebtedness in accordance with Section 5 or upon a demand made by the Lender in accordance with Section 7.1 of this Agreement.

4.	REPAYMENT

4.1	Subject to earlier repayment of the Borrower’s Indebtedness in full in accordance with Section 5, on the Maturity Date the Borrower will pay to the Lender, in full, the Borrower’s Indebtedness then outstanding.

4.2	Notwithstanding anything in this Agreement to the contrary, any payment of the Borrower’s Indebtedness that is due on a date other than a Business Day will be made on the next succeeding Business Day.

5.	PREPAYMENT

5.1	Provided that there is no outstanding Event of Default, the Borrower will be entitled to prepay all of the Borrower’s Indebtedness, at any time and from time to time, without notice, bonus or penalty.

Page A-3

5.2

If any payment is received at any time while an Event of Default remains outstanding or after demand has been made by the Lender in accordance with Section 7.1, the Lender may appropriate such payment to such part or parts of the Borrower’s Indebtedness as the Lender in its sole discretion may determine and the Lender may from time to time revoke and change any such appropriation.

6.	REPRESENTATIONS AND WARRANTIES

6.1	The Borrower represents and warrants to the Lender as follows:

	(a)	it has been duly incorporated and is validly subsisting as a corporation or company under the laws of its jurisdiction of incorporation;

	(b)	it has the power, authority and right to enter into and deliver, and to exercise its rights and perform its obligations under, this Agreement and all other instruments and agreements delivered by it in connection with the Loan; and

	(c)	the execution, delivery and performance of this Agreement, and every other instrument or agreement delivered by it pursuant to this Agreement, has been duly authorized by all actions, if any, required on its part and by its shareholders and directors (or, where applicable, partners, members, unitholders, trustees or managers), and each of such documents has been duly executed and delivered and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement, other laws of general application affecting the enforcement of creditors’ rights and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

6.2	The Lender represents and warrants to the Borrower that:

(a)

the execution and delivery by the Lender of this Agreement and the performance by it of its obligations hereunder, do not and will not conflict with or result in a breach of any of the terms, conditions, or provisions of:

	(i)	any law, regulation, or decree applicable or binding on it or any of its property, assets and undertaking; or

	(ii)	any agreement or instrument to which it or any of its property assets or undertakings is a party or bound, the breach of which could reasonably be expected to have a material adverse effect or result in, or require or permit the imposition of any Lien in or with respect to the property, assets and undertakings now owned or hereafter acquired by it;

(b)

if applicable, it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

Page A-4

	(c)	the Lender has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if a Lender is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Lender; and

	(d)	the Lender has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Lender enforceable against the Lender.

7.	EFFECT OF EVENT OF DEFAULT

7.1	In the event of the occurrence of an Event of Default, on the demand of the Lender, the Borrower’s Indebtedness will immediately become due and payable.

8.	WAIVER

8.1

The Lender may waive any breach by the Borrower of any of the provisions contained in this Agreement or any default by the Borrower in the observance or performance of any covenant or condition required to be observed or performed by the Borrower under the terms of this Agreement; but any waiver by the Lender of such breach or default, or any failure to take any action to enforce its rights under this Agreement, will not extend to or be taken in any manner whatsoever to affect any subsequent breach or default or the rights resulting therefrom.

9.	MISCELLANEOUS

9.1

All notices, requests and demands hereunder, which may or are required to be given by or to a Party pursuant to any provision of this Agreement, shall be given or made in writing and shall be delivered by courier, prepaid registered mail or email to the address or email address of the Party as set out on the first page of this Agreement, or to such other address or email address as a Party may, from time to time, advise to the other Party by notice in writing. All notices, requests and demands hereunder shall be deemed to have been received, if delivered by courier or prepaid registered mail, on the day of delivery (regardless of whether such delivery is accepted), and if sent by email, on the next Business Day after the email was sent.

9.2

Each Party will forthwith at all times, and from time to time, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, documents and assurances which, in the opinion of the other Party, acting reasonably, are necessary or advisable for the better accomplishing and effecting of the intent of this Agreement.

9.3	Neither this Agreement nor any benefits hereunder may be transferred, assigned or otherwise disposed of by the Borrower or the Lender without the prior written consent of the other Party, which consent may not be arbitrarily withheld.

Page A-5

9.4	No amendment, waiver or modification of, or agreement collateral to, this Agreement will be enforceable unless it is by a formal instrument in writing expressed to be a modification of this Agreement and executed in the same manner as this Agreement.

9.5	The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

9.6	This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

9.7

Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

9.8	The Lender acknowledges that:

	(a)	this Agreement was prepared by Clark Wilson LLP as counsel for the Borrower;

	(b)	Clark Wilson LLP has received instructions from the Borrower in respect of this Agreement and does not represent the Lender;

	(c)	the Lender has been requested to obtain their own independent legal advice;

	(d)	the Lender has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Lender confirms they fully understand this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, the Lender waives their right to obtain legal advice.

9.9

This Agreement may be executed by the Parties in counterparts, each of which will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed by delivery of executed signature pages by email or other form of electronic transmission and such transmission will be deemed to be an original and be effective for all purposes.

Page A-6

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective authorized signatories as of the date set forth on page one of this Agreement.

YERBAE BRANDS CORP.

Per:	/s/Todd Gibson
	Todd Gibson
	CEO

	/s/Karrie Gibson
	Karrie Gibson - Lender

Page A-7

Exhibit 10.2

AGREEMENT

THIS AGREEMENT (this “Agreement”) is made as of the 5 day of July, 2024

BETWEEN:

YERBAÉ BRANDS CORP., a company duly incorporated under the laws of the Province of British Columbia and having an address at 18801 N. Thompson Peak Parkway, SuiteD-380, Scottsdale, AZ 85255

Email: todd@yerbae.com

(the “Company”)

AND:

MAXIMCASH SOLUTIONS LLC, of UTAH

Email:

Spc@maximcash.com

(the “Maxim” or the “Subscriber”)

WHEREAS:

A. The Company wishes to engage Maxim in connection with the provision of a bridge loan to the Company in the aggregate amount of $750,000 (the “Loan”), pursuant to the terms and conditions set forth in the Business Loan and Security Agreement (the “Definitive Loan Agreement”) to be entered into concurrently with this Agreement;

B. The Company has agreed to issue $75,000 (the “Loan Fee”) worth of common shares (each, a “Share”) in the capital of the Company to Maxim as consideration for the issuance of the Loan; and

C. Maxim has agreed to accept 214,285 common shares of the Company (each a “Share”) at a deemed price of $0.35 per Share as payment of the Loan Fee, pursuant to the terms and conditions set forth in this Agreement.

NOW THEREFORE, this Agreement witnesses that, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Maxim (each, a “Party” and, together, the “Parties”) agree as follows:

1.	CLOSING

1.1

The closing of the transactions contemplated by this Agreement (the “Closing”) are subject to the Company and Maxim entering into the Definitive Loan Agreement, and shall occur on the date that is five business days following the date on which the Canadian Securities Exchange (the “Exchange”) accepts this Agreement for filing and approves the issuance of the Shares, or such other date as may be determined by the Company in its sole discretion (in any case, the “Closing Date”).

2.	DOCUMENTS REQUIRED FROM MAXIM

2.1	Maxim will complete, sign and return to the Company:

	(a)	one executed copy of this Agreement;

	(b)	one completed and executed accredited investor certificate in the form attached to this Agreement as Schedule A; and

	(c)	any other documents, notices and undertakings as may be requested by the Company, acting reasonably.

2.2

The Company and Maxim acknowledge and agree that Clark Wilson LLP (the “Company’s Counsel”) has acted as counsel only to the Company and is not protecting the rights and interests of Maxim. Maxim acknowledges and agrees that the Company and the Company’s Counsel have given Maxim the opportunity to seek, and are hereby recommending that Maxim obtain, independent legal advice with respect to the subject matter of this Agreement and, further, Maxim hereby represents and warrants to the Company and the Company’s Counsel that Maxim has sought independent legal advice or waives such advice.

3.	REPRESENTATIONS, WARRANTIES AND COVENANTS OF MAXIM

3.1	Maxim represents and warrants to, and covenants with, the Company (which representations, warranties and covenants shall survive the Closing), that:

	(a)	Maxim has received and carefully read this Agreement;

	(b)	Maxim has the requisite power, authority, legal capacity and competence to execute and deliver this Agreement, to perform all of its obligations hereunder, and to undertake all actions required of Maxim hereunder, and all necessary approvals of its directors, partners, shareholders, trustees or otherwise with respect to such matters have been given or obtained;

	(c)	Maxim is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation;

	(d)	this Agreement has been duly and validly authorized, executed and delivered by, and constitutes a legal, valid, binding and enforceable obligation of Maxim;

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	(e)	the execution, delivery and performance by Maxim of this Agreement and the completion of the transactions contemplated hereby do not and will not result in a violation of any law, regulation, order or ruling applicable to Maxim, and do not and will not constitute a breach of or default under any of Maxim’s constating documents, or any agreement to which Maxim is a party or by which it is bound;

	(f)	Maxim and Maxim’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the issuance of the Shares hereunder, and to obtain additional information regarding the Company to the extent possessed or obtainable by the Company without unreasonable effort or expense;

	(g)	upon the issuance thereof, and until such time as the same is no longer required under applicable laws, any certificate representing any of the Shares will bear a legend in substantially the following form:

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THESE SECURITIES SHALL NOT TRADE THE SECURITIES BEFORE [four months and one day from the Closing Date];

and:

THESE SECURITIES HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS.

	(h)	Maxim has been advised to consult Maxim’s own legal, tax and other advisors with respect to the merits and risks of an investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with applicable resale restrictions;

	(i)	there is no government or other insurance covering any of the Shares;

	(j)	this Agreement is not enforceable by Maxim unless it has been accepted by the Company;

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	(k)	Maxim has not conveyed, transferred or assigned any portion of the Loan Fee to any third party, and has full right, power and authority to enter into this Agreement and to accept the Shares in full and final satisfaction of the Loan Fee;

	(l)	no third party has any right to payment of all or any portion of the Loan Fee;

	(m)	the release contained in Section Error! Reference source not found. is fully enforceable by the Company against Maxim;

	(n)	Maxim understands that no securities commission, stock exchange, governmental agency, regulatory body or similar authority has made any finding or determination or expressed any opinion with respect to the merits of investing in the Shares;

	(o)	the Company is relying on exemptions from prospectus requirements found in Section 2.3 of National Instrument 45-106 in Canada and Rule 506 of Regulation D (“Regulation D”), promulgated by the Securities and Exchange Commission in the United States under the Securities Act of 1933, as amended (the “1933 Act”) in the United States to issue the Shares to Maxim;

	(p)	no prospectus has been filed by the Company with any securities commission or similar regulatory authority in any jurisdiction in connection with the issuance of the Shares, the issuance is exempt from the prospectus requirements available under the provisions of applicable securities laws, and as a result:

		(i)	Maxim may be restricted from using some of the civil remedies otherwise available under applicable securities laws,

		(ii)	Maxim may not receive information that would otherwise be required to be provided to it under applicable securities laws, and

		(iii)	the Company is relieved from certain obligations that would otherwise apply under applicable securities laws;

(q)

Maxim confirms that neither the Company nor any of its directors, employees, officers or affiliates have made any representations (written or oral) to Maxim:

		(i)	regarding the future value of the Shares;

		(ii)	that any person will resell or repurchase the Shares; or

		(iii)	that any person will repay the Loan Fee, other than as provided in this Agreement;

(r)

Maxim has been advised to consult its own legal and financial advisors with respect to the suitability of the Shares as an investment for Maxim, the tax consequences of acquiring and dealing with the Shares, and the resale restrictions to which the Shares are or may be subject under applicable securities legislation, and has not relied upon any statements made by, or purporting to have been made on behalf of, the Company with respect to such suitability, tax consequences and resale restrictions;

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	(s)	there may be material tax consequences to Maxim of an acquisition or disposition of the Shares, and the Company gives no opinion and makes no representation to Maxim with respect to the tax consequences to Maxim under federal, state, provincial, local or foreign tax laws that may apply to Maxim’s acquisition or disposition of the Shares;

	(t)	Maxim is acquiring the Shares as principal for its own account, for investment only and not with a view to the resale or distribution of all or any of the Shares;

	(u)	Maxim may not be able to resell the Shares except in accordance with limited exemptions available under applicable securities legislation and Maxim is solely responsible for (and the Company is in no way responsible for) Maxim’s compliance with applicable resale restrictions;

	(v)	it is not aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media, or broadcast over radio or television, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

	(w)	it is not an underwriter of, or dealer in, any of the Shares, nor is Maxim participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares;

	(x)	the Shares have not been and will not be registered under the 1933 Act or the securities laws of any state, and the Shares may not be offered or sold, directly or indirectly, in the United States without registration under the 1933 Act or compliance with requirements of an exemption from registration, and Maxim acknowledges that the Company has no present intention of filing a registration statement under the 1933 Act in respect of the Shares; and

	(y)	Maxim is a “U.S. Person” (as that term is defined in Regulation S under the 1933 Act) and is an “accredited investor” (as that term is defined in Rule 501 of Regulation D) and has delivered to the Company a fully completed and executed accredited investor certificate in the form attached to this Agreement as Schedule A.

3.2

Maxim agrees that the representations, warranties and covenants of Maxim in this Agreement will be true and correct both as of the execution of this Agreement and as of the Closing, and will survive the completion of the distribution of the Shares to Maxim and any subsequent disposition of the Shares by Maxim.

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3.3

Maxim acknowledges that the Company is relying upon the representations, warranties and covenants of Maxim set forth in this Agreement in determining the eligibility of Maxim to acquire the Shares, and hereby agrees to indemnify the Company, including its affiliates, shareholders, directors, officers, partners, employees, advisors and agents, against all losses, claims, costs, expenses, damages or liabilities that they may suffer or incur as a result of, or in connection with, their reliance on such representations, warranties and covenants. Maxim undertakes to immediately notify the Company of any change in any statement or other information relating to Maxim set forth in this Agreement that occurs prior to the Closing.

4.	REGULATORY APPROVAL

4.1	This Agreement is subject to the approval of the Exchange.

4.2	The Company will promptly make application for acceptance to the Exchange and will use reasonable commercial efforts to obtain confirmation of such acceptance from the Exchange.

4.3	Maxim agrees to provide the Company any supporting documents and information regarding the Loan Fee which the Exchange may reasonably request to verify or substantiate the Loan Fee.

5.	COLLECTION OF PERSONAL INFORMATION

5.1

Maxim acknowledges and consents to the fact that the Company is collecting Maxim’s personal information for the purpose of fulfilling this Agreement. Maxim acknowledges that its personal information may be included in record books in connection with the Closing and may be disclosed by the Company to: (a) stock exchanges or securities regulatory authorities, (b) the Company’s registrar and transfer agent, (c) Canadian tax authorities, (d) authorities pursuant to the Proceeds of Crime (Money Laundering) and Terrorist Financing Act (Canada) and (e) any of the other parties involved in this transaction, including the Company’s Counsel. By executing this Agreement, Maxim is deemed to be consenting to the foregoing collection, use and disclosure of Maxim’s personal information for the foregoing purposes, and to the retention of such personal information for as long as permitted or required by applicable laws. Furthermore, Maxim is hereby notified that:

	(a)	the Company may deliver to any securities commission having jurisdiction over the Company, Maxim or this Agreement (collectively, the “Commissions”), certain personal information pertaining to Maxim, including Maxim’s full name, residential address and telephone number, the number of Shares or other securities of the Company owned by Maxim, the number of Shares acquired by Maxim, the consideration for the Shares, the prospectus exemption relied on by the Company and the date of distribution of the Shares;

	(b)	such information is being collected indirectly by the Commissions under the authority granted to them in applicable securities laws;

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	(c)	such information is being collected for the purposes of the administration and enforcement of applicable securities laws; and

	(d)	Maxim may contact the following public official in British Columbia with respect to questions about the British Columbia Securities Commission’s indirect collection of such information at the following address and telephone number:

Freedom of Information Analyst

British Columbia Securities Commission

P.O. Box 10142, Pacific Centre

701 West Georgia Street

Vancouver BC V7Y 1L2

6.	GENERAL

6.1	In this Agreement, words importing the singular number only shall include the plural and vice versa, words importing gender shall include all genders and words importing persons shall include individuals, corporations, partnerships, associations, trusts, unincorporated organizations, governmental bodies and other legal or business entities of any kind.

6.2	Any reference to currency is to the lawful currency of the Unites States unless otherwise indicated.

6.3	Maxim acknowledges that it is responsible for obtaining such legal advice as it considers appropriate in connection with the execution, delivery and performance by it of this Agreement.

6.4	Maxim acknowledges and agrees that all costs and expenses incurred by it (including any fees and disbursements of any legal counsel retained by Maxim) relating to this Agreement or the acquisition of the Shares shall be borne by Maxim.

6.5	This Agreement is governed by the laws of the Province of British Columbia and the federal laws of Canada applicable therein. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

6.6	This Agreement, including the representations, warranties and covenants contained herein, shall survive and continue in full force and effect and be binding upon the Parties, notwithstanding the completion of the acquisition of the Shares by Maxim pursuant hereto.

6.7	This Agreement is not transferable or assignable.

6.8	Time shall be of the essence of this Agreement.

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6.9	If any provision of this Agreement is held to be invalid or unenforceable in any jurisdiction, then: (a) such provision shall be deemed amended to conform to applicable laws so as to be valid and enforceable to the fullest possible extent in such jurisdiction, (b) the invalidity or unenforceability of such provision in such jurisdiction shall not affect the validity or enforceability of such provision in any other jurisdiction, and (c) such invalidity or unenforceability of such provision shall not affect the validity or enforceability of any other provision of this Agreement.

6.10	Except as expressly provided in this Agreement and in the agreements, instruments and other documents contemplated or provided for herein, this Agreement contains the entire agreement between the Parties with respect to the settlement of the Loan Fee and the issuance of the Shares, and there are no other terms, conditions, representations or warranties, whether expressed, implied, oral or written, by statute or common law, by the Company or by anyone else with respect thereto.

6.11	This Agreement may only be amended by mutual written agreement of the Parties.

6.12	Delivery of an executed copy of this Agreement by electronic means, including by email transmission or by electronic delivery in portable document format (“.pdf”), shall be equally effective as delivery of a manually executed copy of this Agreement. The Parties acknowledge and agree that in any legal proceedings between them respecting or in any way relating to this Agreement, each waives the right to raise any defense based on the delivery of this Agreement by electronic means.

6.13	All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given if mailed, emailed or transmitted by any standard form of telecommunication. Notices to Maxim shall be directed to the address on page 1 and notices to the Company shall be directed to the Company’s Chief Executive Officer at the address on page 1.

6.14	This Agreement may be executed in any number of counterparts, each of which, when so executed and delivered, shall constitute an original and all of which together shall constitute one instrument.

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

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IN WITNESS WHEREOF the Parties have signed this Agreement as of the date first set forth above.

YERBAÉ BRANDS CORP.

Per:	/s/ Todd Gibson
	Authorized Signatory

MAXIMCASH SOLUTIONS, LLC

Per:	/s/ Steve Cherner
	Authorized Signatory

REGISTRATION AND DELIVERY INSTRUCTIONS

1.	Delivery - deliver the certificate representing the Shares to:
	J P MORGAN CHASE BANK
	DTC ACCOUNT 0032
	FURTHER TO ACCOUNT # 920 73862


2.	Registration - register the Shares as follows:
	MAXIMCASH FUND PARTNERSHIP LLC

	(Registration name)
	STEPEHN CHERNER

	(Registration address)
	10155 COLLINS AVE, BAL HARBOR FLA.33154

	(Name and phone number of applicable contact person, if being delivered to a broker)

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UNITED STATES ACCREDITED INVESTOR CERTIFICATE

Capitalized terms used in this U.S. Accredited Investor Certificate (this “Certificate”) and not specifically defined have the meaning ascribed to them in the Agreement between the Subscriber and the Company to which this Schedule A is attached.

This Certificate applies only to persons that are U.S. Purchasers. A “U.S. Purchaser” is: (a) any U.S. Person, (b) any person purchasing the Shares on behalf of any U.S. Person, (c) any person that receives or received an offer of the Shares while in the United States, or (d) any person that is in the United States at the time the Subscriber’s buy order was made or this Agreement was executed or delivered.

The Subscriber understands and agrees that none of the Shares have been or will be registered under the 1933 Act, or applicable state, provincial or foreign securities laws, and the Shares are being offered and sold to the Subscriber in reliance upon the exemption provided in Section

4(a)(2) of the 1933 Act and Rule 506 of Regulation D under the 1933 Act for non-public offerings. The Shares are being offered and sold within the United States only to “accredited investors” as defined in Rule 501(a) of Regulation D. The Shares offered hereby are not transferable except in accordance with the restrictions described herein.

The Subscriber represents, warrants, covenants and certifies (which representations, warranties, covenants and certifications will survive the Closing) to the Company (and acknowledges that the Company is relying thereon) that:

1.	it is not resident in Canada;

2.	it has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Shares and it is able to bear the economic risk of loss of its entire investment;

3.	the Company has provided to it the opportunity to ask questions and receive answers concerning the terms and conditions of the Offering and it has had access to such information concerning the Company as it has considered necessary or appropriate in connection with its investment decision to acquire the Shares;

4.	it is acquiring the Shares for its own account, for investment purposes only and not with a view to any resale, distribution or other disposition of the Shares in violation of the United States securities laws;

5.	it (i) has adequate net worth and means of providing for its current financial needs and possible personal contingencies, (ii) has no need for liquidity in this investment, and (iii) is able to bear the economic risks of an investment in the Shares for an indefinite period of time;

-2-

6.	if the Subscriber is an individual (that is, a natural person and not a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” and your initial on the appropriate line(s)):

	_____________	a natural person whose individual net worth, or joint net worth with that person’s spouse, exceeds US$1,000,000. For purposes of this category, “net worth” means the excess of total assets at fair market value (including personal and real property, but excluding the estimated fair market value of a person’s primary home) over total liabilities. Total liabilities excludes any mortgage on the primary home in an amount of up to the home’s estimated fair market value as long as the mortgage was incurred more than 60 days before the Shares are purchased, but includes (i) any mortgage amount in excess of the home’s fair market value and (ii) any mortgage amount that was borrowed during the 60 day period before the Closing Date for the purpose of investing in the Shares,

	_____________	a natural person who had an individual income in excess of US$200,000 in each of the two most recent years, or joint income with their spouse in excess of US$300,000 in each of those years and has a reasonable expectation of reaching the same income level in the current year, or

	_____________	a director or executive officer of the Issuer;

7.	if the Subscriber is a corporation, partnership, trust or other entity), then it satisfies one or more of the categories indicated below (please place an “X” and your initial on the appropriate line(s)):

	_____________	an organization described in Section 501(c)(3) of the United States Internal Revenue Code, a corporation, a Massachusetts or similar business trust or partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of US$5,000,000,

	_____________	a “bank” as defined under Section (3)(a)(2) of the 1933 Act or savings and loan association or other institution as defined in Section 3(a)(5)(A) of the 1933 Act acting in its individual or fiduciary capacity; a broker dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934 (United States); an insurance company as defined in Section 2(13) of the 1933 Act; an investment company registered under the Investment Company Act of 1940 (United States) or a business development company as defined in Section 2(a)(48) of such Act; a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or (d) of the Small Business Investment Act of 1958 (United States); a plan with total assets in excess of US$5,000,000 established and maintained by a state, a political subdivision thereof, or an agency or instrumentality of a state or a political subdivision thereof, for the benefit of its employees; an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974 (United States) whose investment decisions are made by a plan fiduciary, as defined in Section 3(21) of such Act, which is either a bank, savings and loan association, insurance company or registered investment adviser, or if the employee benefit plan has total assets in excess of US$5,000,000, or, if a self-directed plan, whose investment decisions are made solely by persons that are accredited investors,

	_____________	a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940 (United States),

-3-

	_____________	a trust with total assets in excess of US$5,000,000, not formed for the specific purpose of acquiring the Shares, whose purchase is directed by a sophisticated person as described in Rule 506(b)(2)(ii) under the 1933 Act, or

	_____________	an entity in which all of the equity owners satisfy the requirements of one or more of the categories set forth in Section 6 of this Certificate;

8.	it has not purchased the Shares as a result of any form of general solicitation or general advertising, including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio, internet, television or other form of telecommunications, or any seminar or meeting whose attendees have been invited by general solicitation or general advertising;

9.	if the Subscriber decides to offer, sell or otherwise transfer any of the Shares, it will not offer, sell or otherwise transfer any of such Shares, directly or indirectly, unless:

	(a)	the sale is to the Company,

	(b)	the sale is made outside the United States in a transaction meeting the requirements of Rule 904 of Regulation S under the 1933 Act and in compliance with applicable local laws and regulations in which such sale is made;

	(c)	the sale is made pursuant to the exemption from the registration requirements under the 1933 Act provided by Rule 144 thereunder and in accordance with any applicable state securities or “blue sky” laws, or

	(d)	the Shares are sold in a transaction that does not require registration under the 1933 Act or any applicable state laws and regulations governing the offer and sale of securities, and

	(e)	it has, prior to such sale pursuant to subsection (c) or (d), furnished to the Company an opinion of counsel of recognized standing reasonably satisfactory to the Company, to such effect;

10.	it understands and agrees that there may be material tax consequences to the Subscriber of an acquisition or disposition of the Shares. The Company gives no opinion and makes no representation with respect to the tax consequences to the Subscriber under United States, state, local or foreign tax law of the Subscriber’s acquisition or disposition of the Shares. In particular, no determination has been made whether the Company will be a “passive Foreign investment company” (“PFIC”) within the meaning of Section 1291 of the United States Internal Revenue Code;

11.	it understands and agrees that the financial statements of the Company have been prepared in accordance with International Financial Reporting Standards, which differ from United States generally accepted accounting principles, and thus may not be comparable to financial statements of United States companies;

12.	it consents to the Company making a notation on its records or giving instructions to any transfer agent of the Company in order to implement the restrictions on transfer set forth and described in this Certificate and the Agreement;

-4-

13.	it is resident in the United States of America, its territories and possessions or any state of the United States or the District of Columbia (collectively the “United States”), is a “U.S. Person” as such term is defined in Regulation S or was in the United States at the time the Shares were offered or the Agreement was executed;

14.	it understands that the Company has no obligation to register any of the Shares or to take action so as to permit sales pursuant to the 1933 Act (including Rule 144 thereunder); and

15.	it understands and acknowledges that the Company is not obligated to remain a “foreign issuer”.

The Subscriber undertakes to notify the Company immediately of any change in any representation, warranty or other information relating to the Subscriber set forth herein which takes place prior to the closing time of the purchase and sale of the Shares.

Dated , JULY 5 , 2024.

		X
		Signature of individual (if Subscriber is an individual)


		X
		Authorized signatory (if Subscriber is not an individual)

		MAXIMCASH SOLUTIONS, LLC
		Name of Subscriber (please print)

		/s Steve Cherner
		Name of authorized signatory (please print)

Exhibit 10.3

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is dated effective as of the 23rd day of September, 2024 (the “Effective Date”).

BETWEEN:

	YERBAE BRANDS CORP., a company incorporated under the laws of the Province of British Columbia and having an address at 18801 N. Thomson Peak Parkway, Suite D-380, Scottsdale, Arizona, 85255, United States of America

	(the “Borrower”)

AND:

	[REDACTED], a corporation having an address at [REDACTED]

	(the “Lender”)

WHEREAS:

A.	The Lender has agreed to provide a loan in the aggregate principal amount of up to $540,000 (the “Principal Amount”) to the Borrower in accordance with the terms and conditions of this Agreement (the “Loan”), with an original issue discount of $40,000 (“Original Issuance Discount”); and

B.	The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

1.	DEFINITIONS; INTERPRETATION

1.1	For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

(a)

“$” means lawful currency of the United States;

(b)

“Advance Date” has the meaning set out in Section 2.1;

(c)

“Agreement” means this Agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

(d)

“Borrower’s Indebtedness” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to this Agreement (including, without limitation, at any point in time the Principal Amount outstanding under the Loan, all unpaid accrued interest thereon and all fees and costs and expenses then payable in connection therewith);

(e)

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Province of British Columbia are authorized or required by law to close;

(f)

“Effective Date” means September 16th, 2024;

(g)

“Event of Default” means the occurrence of any one or more of the following events:

(i)

the Borrower fails to pay any of the Borrower’s Indebtedness when due and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

(ii)

the Borrower materially defaults on or in the observance or performance of any non-monetary covenant or agreement contained herein, and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

(iii)

the Borrower ceases, or threatens to cease, to carry on its business as the same is conducted by it from time to time;

(iv)

the Borrower files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, or seeks, or consents to or acquiesces in, the appointment of any trustee, receiver or liquidator of the Borrower, or makes any general assignment for the benefit of creditors, or admits in writing the Borrower’s inability to pay its debts generally as they become due; or

(v)

a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof;

Page A-2

(h)

“Loan” means the term loan in the Principal Amount to be made by the Lender to the Borrower pursuant to this Agreement;

(i)

“Maturity Date” means the date that is the earlier of: (i) eleven months following the date hereof; and (ii) such other date as the Lender and the Borrower may mutually agree on, in writing;

(j)

“Original Issuance Discount” has the meaning set out in Recital A;

(k)

“Person” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

(l)

“Principal Amount” has the meaning set out in Recital A; and

(m)

“Term” has the meaning set out in Section 3.1.

2.	PRINCIPAL AMOUNT

2.1	Subject to the terms and conditions of this Agreement, the Lender agrees to advance the Principal Amount less the Original Issuance Discount to the Borrower on July 1st, 2024 (the “Advance Date”).

3.	TERM AND TERMINATION

3.1	The term of the Loan (the “Term”) will commence on the Effective Date and mature on the Maturity Date.

3.2	Notwithstanding Section 3.1 and anything else contained in this Agreement, the Term will end earlier than the Maturity Date upon full repayment of the Borrower’s Indebtedness in accordance with Section 5 or upon a demand made by the Lender in accordance with Section 7.1 of this Agreement.

4.	REPAYMENT

4.1	Subject to earlier repayment of the Borrower’s Indebtedness in full in accordance with Section 5, on the Maturity Date the Borrower will pay to the Lender, in full, the Borrower’s Indebtedness then outstanding.

4.2	Notwithstanding anything in this Agreement to the contrary, any payment of the Borrower’s Indebtedness that is due on a date other than a Business Day will be made on the next succeeding Business Day.

5.	PREPAYMENT

5.1	Provided that there is no outstanding Event of Default, the Borrower will be entitled to prepay all of the Borrower’s Indebtedness, at any time and from time to time, without notice, bonus or penalty.

Page A-3

5.2

6.	REPRESENTATIONS AND WARRANTIES

6.1	The Borrower represents and warrants to the Lender as follows:

(a)

it has been duly incorporated and is validly subsisting as a corporation or company under the laws of its jurisdiction of incorporation;

(b)

it has the power, authority and right to enter into and deliver, and to exercise its rights and perform its obligations under, this Agreement and all other instruments and agreements delivered by it in connection with the Loan; and

(c)

the execution, delivery and performance of this Agreement, and every other instrument or agreement delivered by it pursuant to this Agreement, has been duly authorized by all actions, if any, required on its part and by its shareholders and directors (or, where applicable, partners, members, unitholders, trustees or managers), and each of such documents has been duly executed and delivered and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement, other laws of general application affecting the enforcement of creditors’ rights and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

6.2	The Lender represents and warrants to the Borrower that:

(a)

(i)

any law, regulation, or decree applicable or binding on it or any of its property, assets and undertaking; or

(ii)

any agreement or instrument to which it or any of its property assets or undertakings is a party or bound, the breach of which could reasonably be expected to have a material adverse effect or result in, or require or permit the imposition of any Lien in or with respect to the property, assets and undertakings now owned or hereafter acquired by it;

(b)

if applicable, it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

Page A-4

(c)

the Lender has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if a Lender is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Lender; and

(d)

the Lender has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Lender enforceable against the Lender.

7.	EFFECT OF EVENT OF DEFAULT

7.1	In the event of the occurrence of an Event of Default, on the demand of the Lender, the Borrower’s Indebtedness will immediately become due and payable.

8.	WAIVER

8.1

9.	MISCELLANEOUS

9.1

9.2

9.3	Neither this Agreement nor any benefits hereunder may be transferred, assigned or otherwise disposed of by the Borrower or the Lender without the prior written consent of the other Party, which consent may not be arbitrarily withheld.

Page A-5

9.4	No amendment, waiver or modification of, or agreement collateral to, this Agreement will be enforceable unless it is by a formal instrument in writing expressed to be a modification of this Agreement and executed in the same manner as this Agreement.

9.5	The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

9.6	This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

9.7

9.8	The Lender acknowledges that:

(a)

this Agreement was prepared by Clark Wilson LLP as counsel for the Borrower;

(b)

Clark Wilson LLP has received instructions from the Borrower in respect of this Agreement and does not represent the Lender;

(c)

the Lender has been requested to obtain their own independent legal advice;

(d)

the Lender has been given adequate time to obtain independent legal advice;

(e)

by signing this Agreement, the Lender confirms they fully understand this Agreement; and

(f)

by signing this Agreement without first obtaining independent legal advice, the Lender waives their right to obtain legal advice.

9.9

Page A-6

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective authorized signatories as of the date set forth on page one of this Agreement.

YERBAE BRANDS CORP.

Per:	/s/Todd Gibson
	Todd Gibson
	CEO

[LENDER SIGNATURE REDACTED]

	[REDACTED] – Lender

	[REDACTED] - CEO

Page A-7

Exhibit 10.4

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is dated effective as of the 26th day of August, 2024 (the “Effective Date”).

BETWEEN:

YERBAE BRANDS CORP., a company incorporated under the

laws of the Province of British Columbia and having an address at

18801 N. Thomson Peak Parkway, Suite D-380, Scottsdale, Arizona,

85255, United States of America

(the “Borrower”)

AND:

BEA Investments, LLC , having an address at the following.

415 N LaSalle, Ste 700A

Chicago, IL 60654

(the “Lender”)

WHEREAS:

A.	The Lender has agreed to provide a loan in the aggregate principal amount of up to $60,000 (the “Principal Amount”) to the Borrower in accordance with the terms and conditions of this Agreement (the “Loan”), with an original issue discount of $50,000 (“Original Issuance Discount”); and

B.	The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

1. DEFINITIONS; INTERPRETATION

1.1	For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

	(a)	“$” means lawful currency of the United States;

	(b)	“Advance Date” has the meaning set out in Section 2.1;

	(c)	“Agreement” means this Agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

	(d)	“Borrower’s Indebtedness” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to this Agreement (including, without limitation, at any point in time the Principal Amount outstanding under the Loan, all unpaid accrued interest thereon and all fees and costs and expenses then payable in connection therewith);

	(e)	“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Province of British Columbia are authorized or required by law to close;

	(f)	“Effective Date” means August 26th, 2024;

	(g)	“Event of Default” means the occurrence of any one or more of the following events:

	(i)	the Borrower fails to pay any of the Borrower’s Indebtedness when due and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

	(ii)	the Borrower materially defaults on or in the observance or performance of any non-monetary covenant or agreement contained herein, and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

	(iii)	the Borrower ceases, or threatens to cease, to carry on its business as the same is conducted by it from time to time;

	(iv)	the Borrower files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, or seeks, or consents to or acquiesces in, the appointment of any trustee, receiver or liquidator of the Borrower, or makes any general assignment for the benefit of creditors, or admits in writing the Borrower’s inability to pay its debts generally as they become due; or

	(v)	a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof;

Page A-1

	(h)	“Loan” means the term loan in the Principal Amount to be made by the Lender to the Borrower pursuant to this Agreement;

	(i)	“Maturity Date” means the date that is the earlier of: (i) six months following the date hereof; and (ii) such other date as the Lender and the Borrower may mutually agree on, in writing;

	(j)	“Original Issuance Discount” has the meaning set out in Recital A;

	(k)	“Person” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

	(l)	“Principal Amount” has the meaning set out in Recital A; and

	(m)	“Term” has the meaning set out in Section 3.1.

2.	PRINCIPAL AMOUNT

2.1	Subject to the terms and conditions of this Agreement, the Lender agrees to advance the Principal Amount less the Original Issuance Discount to the Borrower on August 26th, 2024 (the “Advance Date”).

3.	TERM AND TERMINATION

3.1	The term of the Loan (the “Term”) will commence on the Effective Date and mature on the Maturity Date.

3.2	Notwithstanding Section 3.1 and anything else contained in this Agreement, the Term will end earlier than the Maturity Date upon full repayment of the Borrower’s Indebtedness in accordance with Section 5 or upon a demand made by the Lender in accordance with Section 7.1 of this Agreement.

4.	REPAYMENT

4.1	Subject to earlier repayment of the Borrower’s Indebtedness in full in accordance with Section 5, on the Maturity Date the Borrower will pay to the Lender, in full, the Borrower’s Indebtedness then outstanding.

4.2	Notwithstanding anything in this Agreement to the contrary, any payment of the Borrower’s Indebtedness that is due on a date other than a Business Day will be made on the next succeeding Business Day.

5.	PREPAYMENT

5.1	Provided that there is no outstanding Event of Default, the Borrower will be entitled to prepay all of the Borrower’s Indebtedness, at any time and from time to time, without notice, bonus or penalty.

Page A-2

5.2

6.	REPRESENTATIONS AND WARRANTIES

6.1	The Borrower represents and warrants to the Lender as follows:

	(a)	it has been duly incorporated and is validly subsisting as a corporation or company under the laws of its jurisdiction of incorporation;

	(b)	it has the power, authority and right to enter into and deliver, and to exercise its rights and perform its obligations under, this Agreement and all other instruments and agreements delivered by it in connection with the Loan; and

	(c)	the execution, delivery and performance of this Agreement, and every other instrument or agreement delivered by it pursuant to this Agreement, has been duly authorized by all actions, if any, required on its part and by its shareholders and directors (or, where applicable, partners, members, unitholders, trustees or managers), and each of such documents has been duly executed and delivered and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement, other laws of general application affecting the enforcement of creditors’ rights and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

6.2	The Lender represents and warrants to the Borrower that:

(a)

	(i)	any law, regulation, or decree applicable or binding on it or any of its property, assets and undertaking; or

	(ii)	any agreement or instrument to which it or any of its property assets or undertakings is a party or bound, the breach of which could reasonably be expected to have a material adverse effect or result in, or require or permit the imposition of any Lien in or with respect to the property, assets and undertakings now owned or hereafter acquired by it;

(b)

if applicable, it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

Page A-3

	(c)	the Lender has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if a Lender is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Lender; and

	(d)	the Lender has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Lender enforceable against the Lender.

7.	EFFECT OF EVENT OF DEFAULT

7.1	In the event of the occurrence of an Event of Default, on the demand of the Lender, the Borrower’s Indebtedness will immediately become due and payable.

8.	WAIVER

8.1

9.	MISCELLANEOUS

9.1

9.2

9.3	Neither this Agreement nor any benefits hereunder may be transferred, assigned or otherwise disposed of by the Borrower or the Lender without the prior written consent of the other Party, which consent may not be arbitrarily withheld.

Page A-4

9.4	No amendment, waiver or modification of, or agreement collateral to, this Agreement will be enforceable unless it is by a formal instrument in writing expressed to be a modification of this Agreement and executed in the same manner as this Agreement.

9.5	The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

9.6	This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

9.7	Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

9.8	The Lender acknowledges that:

	(a)	this Agreement was prepared by Clark Wilson LLP as counsel for the Borrower;

	(b)	Clark Wilson LLP has received instructions from the Borrower in respect of this Agreement and does not represent the Lender;

	(c)	the Lender has been requested to obtain their own independent legal advice;

	(d)	the Lender has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Lender confirms they fully understand this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, the Lender waives their right to obtain legal advice.

9.9

Page A-5

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective authorized signatories as of the date set forth on page one of this Agreement.

YERBAE BRANDS CORP.

Per:	/s/ Todd Gibson
	Todd Gibson
	CEO

	/s/ Andrew Bluestein
	Name:

Page A-6

Exhibit 10.5

LOAN AGREEMENT

THIS LOAN AGREEMENT (this “Agreement”) is dated effective as of the 26th day of August, 2024 (the “Effective Date”).

BETWEEN:

	YERBAE BRANDS CORP., a company incorporated under the laws of the Province of British Columbia and having an address at 18801 N. Thomson Peak Parkway, Suite D-380, Scottsdale, Arizona, 85255, United States of America

	(the “Borrower”)

AND:

	Andrew Dratt
		, having an address at the following.

	901 W. Fletcher #1

	Chicago, Illinois 60657

	(the “Lender”)

WHEREAS:


A.	The Lender has agreed to provide a loan in the aggregate principal amount of up to $24,000 (the “Principal Amount”) to the Borrower in accordance with the terms and conditions of this Agreement (the “Loan”), with an original issue discount of $20,000 (“Original Issuance Discount”); and

B.	The Borrower wishes to borrow monies from the Lender on the terms and conditions set forth in this Agreement.

1.	DEFINITIONS; INTERPRETATION

1.1	For the purpose of this Agreement, the following words and phrases will have meanings set forth below unless the Parties or the context otherwise require(s):

	(a)	“$” means lawful currency of the United States;

	(b)	“Advance Date” has the meaning set out in Section 2.1;

	(c)	“Agreement” means this Agreement and all schedules hereto as the same may be amended, modified, replaced or restated from time to time;

	(d)	“Borrower’s Indebtedness” means all present and future indebtedness and liability, direct and indirect, of the Borrower to the Lender arising under and pursuant to this Agreement (including, without limitation, at any point in time the Principal Amount outstanding under the Loan, all unpaid accrued interest thereon and all fees and costs and expenses then payable in connection therewith);

	(e)	“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks in the Province of British Columbia are authorized or required by law to close;

	(f)	“Effective Date” means August 26th, 2024;

	(g)	“Event of Default” means the occurrence of any one or more of the following events:

		(i)	the Borrower fails to pay any of the Borrower’s Indebtedness when due and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

		(ii)	the Borrower materially defaults on or in the observance or performance of any non-monetary covenant or agreement contained herein, and fails to cure such default within thirty (30) days after written notice of default is sent by or on behalf of the Lender;

		(iii)	the Borrower ceases, or threatens to cease, to carry on its business as the same is conducted by it from time to time;

		(iv)	the Borrower files a voluntary petition in bankruptcy or is adjudicated bankrupt or insolvent, or files any petition or answer seeking or acquiescing in any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief for itself under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, or seeks, or consents to or acquiesces in, the appointment of any trustee, receiver or liquidator of the Borrower, or makes any general assignment for the benefit of creditors, or admits in writing the Borrower’s inability to pay its debts generally as they become due; or

		(v)	a court of competent jurisdiction enters an order, judgment or decree approving a petition filed against the Borrower seeking any reorganization, dissolution or similar relief under any present or future federal, provincial or other statute, law or regulation relating to bankruptcy, insolvency or other relief for borrowers, and such order, judgment or decree remains unvacated and unstayed for an aggregate of sixty (60) days (whether or not consecutive) from the first date of entry thereof;

Page A-2

	(h)	“Loan” means the term loan in the Principal Amount to be made by the Lender to the Borrower pursuant to this Agreement;

	(i)	“Maturity Date” means the date that is the earlier of: (i) six months following the date hereof; and (ii) such other date as the Lender and the Borrower may mutually agree on, in writing;

	(j)	“Original Issuance Discount” has the meaning set out in Recital A;

	(k)	“Person” means and includes an individual, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated organization and a government or any department or agency thereof;

	(l)	“Principal Amount” has the meaning set out in Recital A; and

	(m)	“Term” has the meaning set out in Section 3.1.

2.	PRINCIPAL AMOUNT

2.1	Subject to the terms and conditions of this Agreement, the Lender agrees to advance the Principal Amount less the Original Issuance Discount to the Borrower on August 26th, 2024 (the “Advance Date”).

3.	TERM AND TERMINATION

3.1	The term of the Loan (the “Term”) will commence on the Effective Date and mature on the Maturity Date.

3.2	Notwithstanding Section 3.1 and anything else contained in this Agreement, the Term will end earlier than the Maturity Date upon full repayment of the Borrower’s Indebtedness in accordance with Section 5 or upon a demand made by the Lender in accordance with Section 7.1 of this Agreement.

4.	REPAYMENT

4.1	Subject to earlier repayment of the Borrower’s Indebtedness in full in accordance with Section 5, on the Maturity Date the Borrower will pay to the Lender, in full, the Borrower’s Indebtedness then outstanding.

4.2	Notwithstanding anything in this Agreement to the contrary, any payment of the Borrower’s Indebtedness that is due on a date other than a Business Day will be made on the next succeeding Business Day.

5.	PREPAYMENT

5.1	Provided that there is no outstanding Event of Default, the Borrower will be entitled to prepay all of the Borrower’s Indebtedness, at any time and from time to time, without notice, bonus or penalty.

Page A-3

5.2	If any payment is received at any time while an Event of Default remains outstanding or after demand has been made by the Lender in accordance with Section 7.1, the Lender may appropriate such payment to such part or parts of the Borrower’s Indebtedness as the Lender in its sole discretion may determine and the Lender may from time to time revoke and change any such appropriation.

6.	REPRESENTATIONS AND WARRANTIES

6.1	The Borrower represents and warrants to the Lender as follows:

	(a)	it has been duly incorporated and is validly subsisting as a corporation or company under the laws of its jurisdiction of incorporation;

	(b)	it has the power, authority and right to enter into and deliver, and to exercise its rights and perform its obligations under, this Agreement and all other instruments and agreements delivered by it in connection with the Loan; and

	(c)	the execution, delivery and performance of this Agreement, and every other instrument or agreement delivered by it pursuant to this Agreement, has been duly authorized by all actions, if any, required on its part and by its shareholders and directors (or, where applicable, partners, members, unitholders, trustees or managers), and each of such documents has been duly executed and delivered and constitutes a valid and legally binding obligation of the Borrower enforceable against it in accordance with its terms, subject only to any limitation under applicable laws relating to bankruptcy, winding-up, insolvency, arrangement, other laws of general application affecting the enforcement of creditors’ rights and the discretion that a court may exercise in the granting of equitable remedies such as specific performance and injunction.

6.2	The Lender represents and warrants to the Borrower that:

	(a)	the execution and delivery by the Lender of this Agreement and the performance by it of its obligations hereunder, do not and will not conflict with or result in a breach of any of the terms, conditions, or provisions of:

		(i)	any law, regulation, or decree applicable or binding on it or any of its property, assets and undertaking; or

		(ii)	any agreement or instrument to which it or any of its property assets or undertakings is a party or bound, the breach of which could reasonably be expected to have a material adverse effect or result in, or require or permit the imposition of any Lien in or with respect to the property, assets and undertakings now owned or hereafter acquired by it;

	(b)	if applicable, it is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation;

Page A-4

	(c)	the Lender has the legal capacity and competence to enter into and execute this Agreement and to take all actions required pursuant hereto and, if a Lender is a corporate entity, it is duly incorporated and validly subsisting under the laws of its jurisdiction of incorporation and all necessary approvals by its directors, shareholders and others have been obtained to authorize execution and performance of this Agreement on behalf of the Lender; and

	(d)	the Lender has duly executed and delivered this Agreement and it constitutes a valid and binding agreement of the Lender enforceable against the Lender.

7.	EFFECT OF EVENT OF DEFAULT

7.1	In the event of the occurrence of an Event of Default, on the demand of the Lender, the Borrower’s Indebtedness will immediately become due and payable.

8.	WAIVER

8.1	The Lender may waive any breach by the Borrower of any of the provisions contained in this Agreement or any default by the Borrower in the observance or performance of any covenant or condition required to be observed or performed by the Borrower under the terms of this Agreement; but any waiver by the Lender of such breach or default, or any failure to take any action to enforce its rights under this Agreement, will not extend to or be taken in any manner whatsoever to affect any subsequent breach or default or the rights resulting therefrom.

9.	MISCELLANEOUS

9.1	All notices, requests and demands hereunder, which may or are required to be given by or to a Party pursuant to any provision of this Agreement, shall be given or made in writing and shall be delivered by courier, prepaid registered mail or email to the address or email address of the Party as set out on the first page of this Agreement, or to such other address or email address as a Party may, from time to time, advise to the other Party by notice in writing. All notices, requests and demands hereunder shall be deemed to have been received, if delivered by courier or prepaid registered mail, on the day of delivery (regardless of whether such delivery is accepted), and if sent by email, on the next Business Day after the email was sent.

9.2	Each Party will forthwith at all times, and from time to time, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further acts, deeds, documents and assurances which, in the opinion of the other Party, acting reasonably, are necessary or advisable for the better accomplishing and effecting of the intent of this Agreement.

9.3	Neither this Agreement nor any benefits hereunder may be transferred, assigned or otherwise disposed of by the Borrower or the Lender without the prior written consent of the other Party, which consent may not be arbitrarily withheld.

Page A-5

9.4	No amendment, waiver or modification of, or agreement collateral to, this Agreement will be enforceable unless it is by a formal instrument in writing expressed to be a modification of this Agreement and executed in the same manner as this Agreement.

9.5	The descriptive headings of the sections of this Agreement are inserted for convenience only and do not constitute a part of this Agreement.

9.6	This Agreement will be governed by and interpreted and enforced in accordance with the laws of the Province of British Columbia and the federal laws of Canada applicable therein, and the Parties attorn to the exclusive jurisdiction of the courts of the Province of British Columbia.

9.7	Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions of this Agreement, and any such prohibition or unenforceability in any jurisdiction shall (to the full extent permitted by law) not invalidate or render unenforceable such provision in any other jurisdiction.

9.8	The Lender acknowledges that:

	(a)	this Agreement was prepared by Clark Wilson LLP as counsel for the Borrower;

	(b)	Clark Wilson LLP has received instructions from the Borrower in respect of this Agreement and does not represent the Lender;

	(c)	the Lender has been requested to obtain their own independent legal advice;

	(d)	the Lender has been given adequate time to obtain independent legal advice;

	(e)	by signing this Agreement, the Lender confirms they fully understand this Agreement; and

	(f)	by signing this Agreement without first obtaining independent legal advice, the Lender waives their right to obtain legal advice.

9.9	This Agreement may be executed by the Parties in counterparts, each of which will be deemed an original, and it will not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement may be executed by delivery of executed signature pages by email or other form of electronic transmission and such transmission will be deemed to be an original and be effective for all purposes.

Page A-6

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed and delivered by their respective authorized signatories as of the date set forth on page one of this Agreement.

YERBAE BRANDS CORP.

Per:	/s/ Todd Gibson
	Todd Gibson
	CEO

	/s/ Andrew Dratt
Name:	Andrew Dratt

Page A-7

Exhibit 31.1

YERBAÉ BRANDS CORP.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Todd Gibson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of YERBAÉ BRANDS CORP.;

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 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	(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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

By:	/s/ Todd Gibson
	Todd Gibson
	Chief Executive Officer
Date:	November 14, 2024

Exhibit 31.2

YERBAÉ BRANDS CORP.

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Karrie Gibson, certify that:

1.	I have reviewed this quarterly report on Form 10-Q of YERBAÉ BRANDS CORP.;

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 subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	(b)	(Paragraph omitted pursuant to SEC Release Nos. 33-8238/34-47986 and 33-8392/34-49313);

	(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 that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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.

By:	/s/ Karrie Gibson
	Karrie Gibson
	Interim Chief Financial Officer
Date:	November 14, 2024

Exhibit 32.1

YERBAÉ BRANDS CORP.

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report on Form 10-Q of YERBAÉ BRANDS CORP. (the “Company”) as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacity and on the date indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

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

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

By:	/s/ Todd Gibson
	Todd Gibson
	Chief Executive Officer
Date:	November 14, 2024

Exhibit 32.2

YERBAÉ BRANDS CORP.

CERTIFICATION PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

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

	2.	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

By:	/s/ Karrie Gibson
	Karrie Gibson
	Interim Chief Financial Officer
Date:	November 14, 2024

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 13, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	000-56654
Entity Registrant Name	YERBAE BRANDS CORP.
Entity Central Index Key	0001978133
Entity Tax Identification Number	85-2611392
Entity Incorporation, State or Country Code	A1
Entity Address, Address Line One	18801 N Thompson Peak Pkwy
Entity Address, Address Line Two	Suite 380
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85255
City Area Code	(480)
Local Phone Number	471-8391
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		63,085,228

Condensed Interim Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash	$ 269,148	$ 977,373
Accounts receivable	710,417	1,020,056
Inventory	725,243	962,288
Prepaid expenses	501,884	721,432
Other current assets	150,000	150,000
Total current assets	2,356,692	3,831,149
NONCURRENT ASSETS
Property, plant and equipment, net	30,129	60,453
Right of use asset	143,086	210,208
Total noncurrent assets	173,215	270,661
Total assets	2,529,907	4,101,810
CURRENT LIABILITIES
Accounts payable	1,777,981	1,689,407
Accrued expenses	1,160,276	840,426
Note payable	4,411,129	340,178
Lease liability, current portion	127,975	117,660
Total current liabilities	7,477,361	2,987,671
NONCURRENT LIABILITIES
Notes payable, non-current portion	15,484	2,234,038
Lease liability, non-current portion	57,699	155,107
Total noncurrent liabilities	73,183	2,389,145
Total liabilities	7,550,544	5,376,816
SHAREHOLDERS’ DEFICIENCY
Preferred shares - 100,000,000 authorized, zero issued and outstanding as of both September 30, 2024 and December 31, 2023
Common shares - without par value, 62,870,943 and 58,822,126 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively.
Additional paid-in capital	36,499,551	33,212,631
Accumulated deficit	(41,520,188)	(34,487,637)
Total deficiency	(5,020,637)	(1,275,006)
Total Liabilities & shareholders’ deficiency	2,529,907	4,101,810
Nonrelated Party [Member]
CURRENT LIABILITIES
Note payable	4,082,962	340,178
Related Party [Member]
CURRENT LIABILITIES
Note payable	$ 328,167

Condensed Interim Consolidated Balance Sheets (Unaudited) (Parenthetical) - shares	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares, issued	0	0
Preferred stock, shares, outstanding	0	0
Common stock, shares issued	62,870,943	58,822,126
Common stock, shares outstanding	62,870,943	58,822,126

Condensed Interim Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Revenues	$ 1,631,615	$ 2,986,734	$ 4,628,830	$ 9,991,758
Cost of sales	599,845	1,417,603	2,122,316	4,968,058
Gross profit	1,031,770	1,569,131	2,506,514	5,023,700
General and administrative	1,792,423	3,589,314	7,469,589	15,735,214
Sales, advertising and marketing	311,915	1,886,414	1,136,839	5,542,848
Total expenses	2,104,338	5,475,728	8,606,428	21,278,062
Net loss before other income (expense)	(1,072,568)	(3,906,597)	(6,099,914)	(16,254,362)
Interest expense	(406,926)	(234,756)	(932,637)	(418,748)
Net loss before income taxes	(1,479,494)	(4,141,353)	(7,032,551)	(16,673,110)
Income tax expense
Net loss and comprehensive loss	$ (1,479,494)	$ (4,141,353)	$ (7,032,551)	$ (16,673,110)
Basic loss per share	$ (0.02)	$ (0.07)	$ (0.11)	$ (0.31)
Diluted loss per share	$ (0.02)	$ (0.07)	$ (0.11)	$ (0.31)
Basic weighted average shares outstanding	61,767,132	56,506,032	61,982,564	54,645,615
Diluted weighted average shares outstanding	61,767,132	56,506,032	61,982,564	54,645,615

Condensed Interim Statement of Shareholders' Deficiency (Unaudited) - USD ($)	3 Months Ended						9 Months Ended		12 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Balance	$ (3,739,927)	$ (1,571,871)	$ (1,275,006)	$ (2,535,384)	$ (993,841)	$ (4,633,116)	$ (1,275,006)	$ (4,633,116)	$ (4,633,116)
Recapitalization						640,709
Convertible debt conversion into common shares				539,606		4,528,094
Convertible debt conversion into common shares, shares									375,000
Shares issued as compensation in connection with financings						(481,574)
Shares issued as compensation in connection with financings, shares									1,094,968
Warrant issuance				1,225,613	1,250,603	1,643,777
Performance shares issued				413,841		6,086,596
Stock compensation expense	198,784	591,292	944,865	733,686	856,829	104,455
Exercise of warrants			1,551,979
Exercise of warrants, shares									1,094,968
Shares issued-Special Warrants
Net loss	(1,479,494)	(2,759,348)	(2,793,709)	(4,141,353)	(3,648,975)	(8,882,782)	(7,032,551)	(16,673,110)
Shares issued for equity raise				3,615,023
Balance	(5,020,637)	(3,739,927)	(1,571,871)	(148,968)	(2,535,384)	(993,841)	(5,020,637)	(148,968)	$ (1,275,006)
Common Stock [Member]
Balance						$ 3,022		$ 3,022	$ 3,022
Balance, shares	62,870,943	61,767,132	58,822,126	54,610,330	54,610,330	30,217,566	58,822,126	30,217,566	30,217,566
Recapitalization						$ (3,022)
Recapitalization, shares						8,239,215
Convertible debt conversion into common shares
Convertible debt conversion into common shares, shares				222,123		5,599,102
Shares issued as compensation in connection with financings
Shares issued as compensation in connection with financings, shares						5,554,447
Warrant issuance
Warrant issuance, shares				1,094,968
Performance shares issued
Performance shares issued, shares						5,000,000
Stock compensation expense
Stock compensation expense, shares			1,493,908
Exercise of warrants
Exercise of warrants, shares			1,451,098
Shares issued-Special Warrants
Shares issued-Special Warrants, shares		1,103,811
Net loss
Shares issued for equity raise
Shares issued for equity raise, shares				2,476,321
Balance
Balance, shares	62,870,943	62,870,943	61,767,132	58,403,742	54,610,330	54,610,330	62,870,943	58,403,742	58,822,126
Additional Paid-in Capital [Member]
Balance	$ 36,300,767	$ 35,709,475	$ 33,212,631	$ 23,659,971	$ 21,552,539	$ 9,027,460	$ 33,212,631	$ 9,027,460	$ 9,027,460
Recapitalization						643,731
Convertible debt conversion into common shares				539,606		4,528,094
Shares issued as compensation in connection with financings						(481,574)
Warrant issuance				1,225,613	1,250,603	1,643,777
Performance shares issued				413,841		6,086,596
Stock compensation expense	198,784	591,292	944,865	733,686	856,829	104,455
Exercise of warrants			1,551,979
Shares issued-Special Warrants
Net loss
Shares issued for equity raise				3,615,023
Balance	36,499,551	36,300,767	35,709,475	30,187,740	23,659,971	21,552,539	36,499,551	30,187,740	33,212,631
Retained Earnings [Member]
Balance	(40,040,694)	(37,281,346)	(34,487,637)	(26,195,355)	(22,546,380)	(13,663,598)	(34,487,637)	(13,663,598)	(13,663,598)
Recapitalization
Convertible debt conversion into common shares
Shares issued as compensation in connection with financings
Warrant issuance
Performance shares issued
Stock compensation expense
Exercise of warrants
Shares issued-Special Warrants
Net loss	(1,479,494)	(2,759,348)	(2,793,709)	(4,141,353)	(3,648,975)	(8,882,782)
Shares issued for equity raise
Balance	$ (41,520,188)	$ (40,040,694)	$ (37,281,346)	$ (30,336,708)	$ (26,195,355)	$ (22,546,380)	$ (41,520,188)	$ (30,336,708)	$ (34,487,637)

Condensed Interim Consolidated Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (1,479,494)	$ (2,793,709)	$ (4,141,353)	$ (8,882,782)	$ (7,032,551)	$ (16,673,110)
Adjustment to reconcile net loss to net cash used in operating activities:
Share-based compensation	198,784		733,686		1,734,941	1,694,970
Performance shares granted upon consummation of RTO						6,086,596
Depreciation and amortization					23,260	29,083
Gain on sale of equipment						(70,647)
Lease expense					(19,971)	37,899
Accretion expense	190,270				538,634	215,412
Change in operating assets and liabilities:
Accounts receivable					309,639	11,559
Inventory					237,045	(65,100)
Prepaid expenses					219,547	(261,142)
Accounts payable					70,972	(1,104,076)
Accrued interest					148,486	43,047
Accrued expenses					171,364	70,497
Net cash used in operating activities					(3,598,634)	(9,985,012)
Cash flows from investing activities:
Proceeds from the sale of equipment						96,168
Recapitalization						640,709
Net cash flows provided by investing activities:						736,877
Cash flows from financing activities:
Proceeds from debt instruments and notes payable					3,057,477	5,973,613
Payments on debt instruments and notes payable					(2,039,047)	(4,004,143)
Proceeds from note - related party					320,000
Warrants exercised					1,551,979		$ 1,040,212
Fees on Convertible note						(204,050)
Proceeds from issuance of common stock and warrants						8,226,909
Net cash flows provided by (used in) financing activities:					2,890,409	9,992,329
Net change in cash					(708,225)	744,194
Cash, beginning of period		$ 977,373		$ 857,710	977,373	857,710	857,710
Cash, end of period	$ 269,148		$ 1,601,904		269,148	1,601,904	$ 977,373
Supplemental disclosure of cash flow information
Cash paid for interest					(160,290)	(74,584)
Conversion of notes payable to common stock						4,528,094
Reverse takeover transaction						$ (569,115)

NATURE AND DESCRIPTION OF BUSINESS

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

NATURE AND DESCRIPTION OF BUSINESS

NOTE 1 - NATURE AND DESCRIPTION OF BUSINESS

Basis of Presentation and Principles of Consolidation

Subsidiary	Date of Incorporation	Jurisdiction of Incorporation	Ownership Percentage	Direct or Indirect Ownership
Yerbaé Brands Co.	August 21, 2020	Delaware	100%	Direct
Yerbaé LLC⁽¹⁾	May 18, 2016	Delaware	100%	Indirect

⁽¹⁾

Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

Going Concern

Management Estimates

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General Note

Inventory

Long-Lived Assets

Fair Value Measurement

Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities.

Notes Payable

Recent Accounting Pronouncements

REVENUE FROM CONTRACTS WITH CUSTOMERS

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

REVENUE FROM CONTRACTS WITH CUSTOMERS

NOTE 3 - REVENUE FROM CONTRACTS WITH CUSTOMERS

	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
	5.	Recognize revenue when (or as) the entity satisfies a performance obligation

Costs to Obtain a Contract with a Customer

REVERSE RECAPITALIZATION

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

REVERSE RECAPITALIZATION

NOTE 4 - REVERSE RECAPITALIZATION

	Allocation Table
	($ in millions)
Fair value of consideration paid	$	6.5
Net assets acquired (cash)		(0.6	)
Charge to additional paid in capital	$	5.9

INVENTORY

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

INVENTORY

NOTE 5 - INVENTORY

Inventory consists of the following for the fiscal periods presented:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023

Raw material	$	151,550		$	54,954
Finished goods		576,621			908,433
Reserve for shrinkage		(2,928	)		(1,099	)
TOTAL	$	725,243		$	962,288

PROPERTY AND EQUIPMENT

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

PROPERTY AND EQUIPMENT

NOTE 6 – PROPERTY AND EQUIPMENT

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
Vehicles, gross	$	74,036		$	109,915
Vehicles, accumulated depreciation		(43,907	)		(49,462	)
Vehicles, net	$	30,129		$	60,453

ACCRUED EXPENSES

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

ACCRUED EXPENSES

NOTE 7 – ACCRUED EXPENSES

Accrued expenses consist of the following as of the following dates:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2024		December 31, 2023
Payroll and related costs	$	238,312	$	358,154
Credit card expenses		494,715		259,144
Interest		281,839		133,353
Other accrued expenses		145,410		89,775
TOTAL	$	1,160,276	$	840,426

NOTES PAYABLE

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

NOTES PAYABLE

NOTE 8 – NOTES PAYABLE

Notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2024			December 31, 2023

Convertible notes payable to multiple investors in the amount of $3,802,000 in total. The loans mature during April 2025 and have a stated interest rate of 6.00%		2,734,936			2,196,302
Various notes payable in monthly instalments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles.		30,968			60,914
Short term note payable due to Amazon Lending originated December 26, 2023 maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories.	$	36,937		$	317,000
Note payable to MaximCash Solutions for $750,000 with an original issue discount of $97,500. The loan matures on July 5, 2025 and has an effective interest rate of 42%		584,801			-
Note payable to an unrelated third party for $540,000 with an original issue discount of $40,000. The loan matures on August 16, 2025 and has an effective interest rate of 8%		500,000			-
Note payable to an unrelated third party for $60,000 with an original issue discount of $10,000. The loan matures on February 26, 2025 and has an effective interest rate of 8.3%		51,667			-
Note payable to an unrelated third party for $230,000. The loan agreement includes a payment rate of 15% of the Company’s weekly sales plus an additional $30,000 fee.		159,137			-
Related party note payable to a director of the Company for $330,000 with an original issue discount of $30,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		307,500			-
Related party note payable to a director of the Company for $24,000 with an original issue discount of $4,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		20,667			-
Total notes payable		4,426,613			2,574,216
Less current maturities		(4,411,129	)		(340,178	)
Total notes payable, non-current portion	$	15,484		$	2,234,038

Loans Issued Prior to 2024

Convertible Notes

Motor Vehicle Loan

Amazon Lending

Ampla and Oxford Financing

Loans Issued During the Nine Months Ended September 30, 2024

Unrelated Third-Party Loans

Related Party Loans

These loans are described in Note 11.

SHARE CAPITAL

9 Months Ended

Sep. 30, 2024

Equity [Abstract]

SHARE CAPITAL

NOTE 9 – SHARE CAPITAL

Yerbaé is authorized to issue an unlimited number of Common Shares without par value and 100,000,000 preferred shares (each, a “Preferred Share”) without par value.

For the interim period ended September 30, 2024, and annual period ended December 31, 2023, the Company had the following equity transactions:

On January 22, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 263,157 Common Shares for aggregate proceeds to the Company of $249,980.

On January 30, 2024, the Company issued, in connection with the exercise by one eligible warrant holder, an aggregate of 352,941 Common Shares for aggregate proceeds to the Company of $300,000.

During the three months ended September 30, 2024, there was a total of 3,208,498 warrants expired unexercised.

Performance Shares

LOSS PER SHARE

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

LOSS PER SHARE

NOTE 10 – LOSS PER SHARE

SCHEDULE OF NET LOSS PER SHARE

	2024			2023			2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net loss	$	(1,479,494	)	$	(4,141,353	)	$	(7,032,551	)	$	(16,673,110	)
Basic and diluted weighted average number of Common Shares in issue		61,767,132			56,506,032			61,982,564			54,645,615
Basic and diluted loss per share	$	(0.02	)	$	(0.07	)	$	(0.11	)	$	(0.31	)

	As At
	September 30, 2024
Restricted stock units⁽¹⁾		1,027,378
Performance share units⁽¹⁾		595,422
Performance shares		2,500,000
Stock options		2,338,380
Warrants		10,145,484
Convertible debt		2,715,714

(1)

These amounts represent shares granted but not yet issued

RELATED PARTIES

9 Months Ended

Sep. 30, 2024

RELATED PARTIES

NOTE 11 – RELATED PARTIES

INCOME TAXES

9 Months Ended

Sep. 30, 2024

Income Tax Disclosure [Abstract]

INCOME TAXES

NOTE 12 - INCOME TAXES

COST OF SALES

9 Months Ended

Sep. 30, 2024

Cost Of Sales

COST OF SALES

NOTE 13 - COST OF SALES

SCHEDULE OF COST OF SALES

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Materials	$	558,360	$	1,378,422	$	1,972,902	$	4,854,156
Warehouse rent (non-lease)		41,485		39,181		149,414		113,902
Cost of goods sold	$	599,845	$	1,417,603	$	2,122,316	$	4,968,058

GENERAL AND ADMINISTRATIVE

9 Months Ended

Sep. 30, 2024

General And Administrative

GENERAL AND ADMINISTRATIVE

NOTE 14 – GENERAL AND ADMINISTRATIVE

General and administrative consisted of the following expenses during the periods presented:

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Share-based compensation	$	198,784	$	733,686	$	1,734,941	$	1,694,970
Outbound freight		442,380		575,560		1,333,707		1,956,911
Employee benefits		471,508		756,147		1,788,796		2,272,388
Professional fees		420,757		1,030,786		1,314,551		2,197,653
Office expenses		222,801		254,353		838,652		889,376
Performance shares granted upon consummation of RTO		-		-		-		6,086,596
Other		36,193		238,782		458,942		637,320
Total general and administrative expenses	$	1,792,423	$	3,589,314	$	7,469,589	$	15,735,214

COMMITMENTS & CONTINGENCIES

9 Months Ended

Sep. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

COMMITMENTS & CONTINGENCIES

NOTE 15 - COMMITMENTS & CONTINGENCIES

Litigation

Commitments

SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2024

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

NOTE 16 - SUBSEQUENT EVENTS

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
General Note	*General Note* In accordance with Rule 10-01(a)(5) of Regulation S-X, the Company has not provided summary of significant accounting policy disclosure which would substantially duplicate the disclosure contained in our most recent annual report included in our Form 10 filed with the Securities and Exchange Commission (the “SEC”) on July 19, 2024.
Inventory	*Inventory* Inventory is valued at the lower of cost or net realizable value with cost determined on a first-in/first-out basis. The cost of inventory includes material and manufacturing costs. Inventoriable costs are expensed to cost of goods sold on the unaudited condensed interim consolidated statement of operations in the same period as finished products are sold. The amount of any write-down of inventory to net realizable value and all losses of inventory are recognized as an expense in the period when the write-down or loss. No write downs were recognized during the three and nine month interim reporting periods ended September 30, 2024 or September 30, 2023. Further, we establish a reserve related to shrinkage. The reserve is adjusted at the end of each reporting period as needed.
Long-Lived Assets	*Long-Lived Assets* Management regularly reviews property and equipment and other long-lived assets for possible impairment. This review occurs annually, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable. If there is an indication of impairment, management then prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value. The fair value is estimated using the present value of the future cash flows discounted at a rate commensurate with management’s estimates of the business risks. Preparation of estimated expected future cash flows is inherently subjective and is based on management’s best estimate of assumptions concerning expected future conditions. No impairments were recognized during the three and nine month interim periods ended September 30, 2024 or September 30, 2023.
Fair Value Measurement	*Fair Value Measurement* Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: Level 1: Observable inputs based on quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets and liabilities in active markets, or quoted prices for identical assets and liabilities in markets that are not active. Level 3: Unobservable inputs that reflect the Company’s own assumptions. While the Company does not have any financial instruments that are measured to fair value on a recurring or non-recurring basis, it does have financial instruments, such as cash, notes payable, and the line of credit as of both September 30, 2024, and December 31, 2023. The Company’s financial instruments as of September 30, 2024 included cash, accounts receivables, accounts payable, related party notes payable and notes payable. The stated amounts of cash, accounts receivables and accounts payable represent fair value due to the short-term nature of the instruments. Further, the stated amount of the related party notes payable and notes payable, which are classified as level 3 instruments, also represent fair value due the notes being issued at currently prevailing market rates.
Notes Payable	*Notes Payable* The Company recognizes its note payables in accordance with the guidance in ASC 470 Debt. When there is no stated interest rate on the note payable, or the note payable includes an original issue discount, the Company determines the interest rate utilizing the interest method outlined in ASC 835 Interest. In accordance with the ASC topic, original issue discounts are recognized as a debt discount and amortized to interest expense over the estimated life of the loan. Finally, note payables are classified as either current or non-current in accordance with the guidance in ASC 210 Balance Sheet and ASC 470 Debt.
Recent Accounting Pronouncements	*Recent Accounting Pronouncements* Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures-In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires a public entity to disclose significant segment expenses and other segment items on an annual and interim basis and provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker (“CODM”). The ASU does not change how a public entity identifies its operating segments, aggregates them, or applies the quantitative thresholds to determine its reportable segments. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. Yerbaé expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows and financial condition. Income Taxes (Topic 740): Improvements to Income Tax Disclosures-In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which focuses on the rate reconciliation and income taxes paid. ASU No. 2023-09 requires a public business entity (“PBE”) to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. For PBEs, the new standard is effective for annual periods beginning after December 15, 2024, with early adoption permitted. An entity may apply the amendments in this ASU prospectively by providing the revised disclosures for the period ending December 31, 2025, and continuing to provide the pre-ASU disclosures for the prior periods or may apply the amendments retrospectively by providing the revised disclosures for all period presented. Yerbaé expects this ASU to only impact its disclosures with no impact to the Company’s results of operations, cash flows, and financial condition.

NATURE AND DESCRIPTION OF BUSINESS (Tables)

9 Months Ended

Sep. 30, 2024

Accounting Policies [Abstract]

SCHEDULE OF WHOLLY-OWNED CONSOLIDATED SUBSIDIARIES

Subsidiary	Date of Incorporation	Jurisdiction of Incorporation	Ownership Percentage	Direct or Indirect Ownership
Yerbaé Brands Co.	August 21, 2020	Delaware	100%	Direct
Yerbaé LLC⁽¹⁾	May 18, 2016	Delaware	100%	Indirect

⁽¹⁾

Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

REVERSE RECAPITALIZATION (Tables)

9 Months Ended

Sep. 30, 2024

Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]

SCHEDULE OF RECOGNIZED AS A CHARGE TO EQUITY

	Allocation Table
	($ in millions)
Fair value of consideration paid	$	6.5
Net assets acquired (cash)		(0.6	)
Charge to additional paid in capital	$	5.9

INVENTORY (Tables)

9 Months Ended

Sep. 30, 2024

Inventory Disclosure [Abstract]

SCHEDULE OF INVENTORY

Inventory consists of the following for the fiscal periods presented:

SCHEDULE OF INVENTORY

	September 30, 2024			December 31, 2023

Raw material	$	151,550		$	54,954
Finished goods		576,621			908,433
Reserve for shrinkage		(2,928	)		(1,099	)
TOTAL	$	725,243		$	962,288

PROPERTY AND EQUIPMENT (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
Vehicles, gross	$	74,036		$	109,915
Vehicles, accumulated depreciation		(43,907	)		(49,462	)
Vehicles, net	$	30,129		$	60,453

ACCRUED EXPENSES (Tables)

9 Months Ended

Sep. 30, 2024

Payables and Accruals [Abstract]

SCHEDULE OF ACCRUED EXPENSES

Accrued expenses consist of the following as of the following dates:

SCHEDULE OF ACCRUED EXPENSES

	September 30, 2024		December 31, 2023
Payroll and related costs	$	238,312	$	358,154
Credit card expenses		494,715		259,144
Interest		281,839		133,353
Other accrued expenses		145,410		89,775
TOTAL	$	1,160,276	$	840,426

NOTES PAYABLE (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

SCHEDULE OF NOTES PAYABLE

Notes payable consisted of the following:

SCHEDULE OF NOTES PAYABLE

	September 30, 2024			December 31, 2023

Convertible notes payable to multiple investors in the amount of $3,802,000 in total. The loans mature during April 2025 and have a stated interest rate of 6.00%		2,734,936			2,196,302
Various notes payable in monthly instalments ranging from $543 to $652, including interest ranging from 2.90% to 5.49%, due October 2026. The notes are secured by vehicles.		30,968			60,914
Short term note payable due to Amazon Lending originated December 26, 2023 maturing December 26, 2024 at an interest rate of 14.49%, secured by inventories.	$	36,937		$	317,000
Note payable to MaximCash Solutions for $750,000 with an original issue discount of $97,500. The loan matures on July 5, 2025 and has an effective interest rate of 42%		584,801			-
Note payable to an unrelated third party for $540,000 with an original issue discount of $40,000. The loan matures on August 16, 2025 and has an effective interest rate of 8%		500,000			-
Note payable to an unrelated third party for $60,000 with an original issue discount of $10,000. The loan matures on February 26, 2025 and has an effective interest rate of 8.3%		51,667			-
Note payable to an unrelated third party for $230,000. The loan agreement includes a payment rate of 15% of the Company’s weekly sales plus an additional $30,000 fee.		159,137			-
Related party note payable to a director of the Company for $330,000 with an original issue discount of $30,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		307,500			-
Related party note payable to a director of the Company for $24,000 with an original issue discount of $4,000. The loan matures on June 15, 2025 and has an effective interest rate of 10%		20,667			-
Total notes payable		4,426,613			2,574,216
Less current maturities		(4,411,129	)		(340,178	)
Total notes payable, non-current portion	$	15,484		$	2,234,038

LOSS PER SHARE (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

SCHEDULE OF NET LOSS PER SHARE

	2024			2023			2024			2023
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2024			2023			2024			2023
Net loss	$	(1,479,494	)	$	(4,141,353	)	$	(7,032,551	)	$	(16,673,110	)
Basic and diluted weighted average number of Common Shares in issue		61,767,132			56,506,032			61,982,564			54,645,615
Basic and diluted loss per share	$	(0.02	)	$	(0.07	)	$	(0.11	)	$	(0.31	)

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION EARNINGS PER SHARE

	As At
	September 30, 2024
Restricted stock units⁽¹⁾		1,027,378
Performance share units⁽¹⁾		595,422
Performance shares		2,500,000
Stock options		2,338,380
Warrants		10,145,484
Convertible debt		2,715,714

(1)

These amounts represent shares granted but not yet issued

COST OF SALES (Tables)

9 Months Ended

Sep. 30, 2024

Cost Of Sales

SCHEDULE OF COST OF SALES

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Materials	$	558,360	$	1,378,422	$	1,972,902	$	4,854,156
Warehouse rent (non-lease)		41,485		39,181		149,414		113,902
Cost of goods sold	$	599,845	$	1,417,603	$	2,122,316	$	4,968,058

GENERAL AND ADMINISTRATIVE (Tables)

9 Months Ended

Sep. 30, 2024

General And Administrative

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative consisted of the following expenses during the periods presented:

	2024		2023		2024		2023
	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2024		2023		2024		2023
Share-based compensation	$	198,784	$	733,686	$	1,734,941	$	1,694,970
Outbound freight		442,380		575,560		1,333,707		1,956,911
Employee benefits		471,508		756,147		1,788,796		2,272,388
Professional fees		420,757		1,030,786		1,314,551		2,197,653
Office expenses		222,801		254,353		838,652		889,376
Performance shares granted upon consummation of RTO		-		-		-		6,086,596
Other		36,193		238,782		458,942		637,320
Total general and administrative expenses	$	1,792,423	$	3,589,314	$	7,469,589	$	15,735,214

SCHEDULE OF WHOLLY-OWNED CONSOLIDATED SUBSIDIARIES (Details)

9 Months Ended

Sep. 30, 2024

Yerbae Brands Co [Member]

Date of Incorporation

Aug. 21, 2020

Jurisdiction of Incorporation

Delaware

Ownership percentage

100.00%

Yerbae LLC [Member]

Date of Incorporation

May 18, 2016

^[1]

Jurisdiction of Incorporation

Delaware

^[1]

Ownership percentage

100.00%

^[1]

[1]	Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

NATURE AND DESCRIPTION OF BUSINESS (Details Narrative)

Sep. 30, 2024

Yerbae LLC [Member]

Ownership percentage

100.00%

^[1]

[1]	Yerbaé LLC is a wholly-owned subsidiary of Yerbaé Brands Co.

SCHEDULE OF RECOGNIZED AS A CHARGE TO EQUITY (Details) - Kona Bay Technologies Inc [Member] $ in Millions	Feb. 08, 2023 USD ($)
Business Acquisition [Line Items]
Fair value of consideration paid	$ 6.5
Net assets acquired (cash)	(0.6)
Charge to additional paid in capital	$ 5.9

REVERSE RECAPITALIZATION (Details Narrative) - USD ($)
$ / shares in Units, $ in Millions

3 Months Ended

Feb. 08, 2023

Mar. 31, 2023

Sep. 30, 2024

Jun. 30, 2024

Mar. 31, 2024

Dec. 31, 2023

Sep. 30, 2023

Jun. 30, 2023

Dec. 31, 2022

Common Stock [Member]

Business Acquisition [Line Items]

Number of shares outstanding prior to merger

54,610,330

62,870,943

61,767,132

58,822,126

58,403,742

54,610,330

30,217,566

Number of shares acquired

5,000,000

Kona Bay Technologies Inc [Member]

Business Acquisition [Line Items]

Ownership interest

^[1]

85.00%

Number of shares outstanding prior to merger

30,200,000

Number of shares acquired

5,300,000

Business acquisition fair vale of share price

$ 1.23

Consideration transferred

$ 6.5

Allocated cash acquired

0.6

Recognized a charge to equity

$ 5.9

Kona Bay Technologies Inc [Member] | Common Stock [Member]

Business Acquisition [Line Items]

Number of shares acquired

5,200,000

Business acquisition fair vale of share price

$ 1.23

[1]	These amounts represent shares granted but not yet issued

SCHEDULE OF INVENTORY (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Inventory Disclosure [Abstract]
Raw material	$ 151,550	$ 54,954
Finished goods	576,621	908,433
Reserve for shrinkage	(2,928)	(1,099)
TOTAL	$ 725,243	$ 962,288

SCHEDULE OF PROPERTY AND EQUIPMENT (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Vehicles, net	$ 30,129	$ 60,453
Vehicles [Member]
Property, Plant and Equipment [Line Items]
Vehicles, gross	74,036	109,915
Vehicles, accumulated depreciation	(43,907)	(49,462)
Vehicles, net	$ 30,129	$ 60,453

PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 3,479	$ 6,732	$ 13,246	$ 29,083

SCHEDULE OF ACCRUED EXPENSES (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Payables and Accruals [Abstract]
Payroll and related costs	$ 238,312	$ 358,154
Credit card expenses	494,715	259,144
Interest	281,839	133,353
Other accrued expenses	145,410	89,775
TOTAL	$ 1,160,276	$ 840,426

SCHEDULE OF NOTES PAYABLE (Details) (Parenthetical) - USD ($)			9 Months Ended	12 Months Ended
	Sep. 16, 2024	Aug. 26, 2024	Sep. 30, 2024	Dec. 31, 2023
Notes Payable One [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 3,802,000
Debt Instrument, Maturity Date, Description			April 2025
Debt instrument interest rate stated percentage			6.00%
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Frequency of periodic payment			monthly instalments
Notes Payable Two [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage			2.90%	2.90%
Notes payable periodic payment			$ 543	$ 543
Notes Payable Two [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage			5.49%	5.49%
Notes payable periodic payment			$ 652	$ 652
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Debt instrument interest rate stated percentage			14.49%	14.49%
Debt instrument maturity date			Dec. 26, 2024	Dec. 26, 2024
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 750,000
Debt Instrument, Maturity Date, Description			July 5, 2025
Debt instrument interest rate stated percentage			42.00%
Note payable fee amount			$ 97,500
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable to bank	$ 540,000		$ 540,000
Debt Instrument, Maturity Date, Description	August 16, 2025		August 16, 2025
Debt instrument interest rate stated percentage			8.00%
Note payable fee amount			$ 40,000
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 60,000
Debt Instrument, Maturity Date, Description		February 26, 2025	February 26, 2025
Debt instrument interest rate stated percentage			8.30%
Note payable fee amount			$ 10,000
Notes Payable Six [Member] \| BEA Investments [Member]
Short-Term Debt [Line Items]
Notes payable to bank		$ 60,000
Debt instrument interest rate stated percentage			8.30%
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 230,000
Debt instrument interest rate stated percentage			15.00%
Note payable fee amount			$ 30,000
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 330,000
Debt Instrument, Maturity Date, Description			June 15, 2025
Debt instrument interest rate stated percentage			10.00%
Note payable fee amount			$ 30,000
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Notes payable to bank			$ 24,000
Debt Instrument, Maturity Date, Description			June 15, 2025
Debt instrument interest rate stated percentage			10.00%
Note payable fee amount			$ 4,000

SCHEDULE OF NOTES PAYABLE (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Short-Term Debt [Line Items]
Total notes payable	$ 4,426,613	$ 2,574,216
Less current maturities	4,411,129	340,178
Total notes payable, non-current portion	15,484	2,234,038
Notes Payable One [Member]
Short-Term Debt [Line Items]
Total notes payable	2,734,936	2,196,302
Notes Payable Two [Member]
Short-Term Debt [Line Items]
Total notes payable	30,968	60,914
Notes Payable Three [Member]
Short-Term Debt [Line Items]
Total notes payable	36,937	317,000
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Total notes payable	584,801
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Total notes payable	500,000
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Total notes payable	51,667
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Total notes payable	159,137
Notes Payable Eight [Member]
Short-Term Debt [Line Items]
Total notes payable	307,500
Notes Payable Nine [Member]
Short-Term Debt [Line Items]
Total notes payable	$ 20,667

NOTES PAYABLE (Details Narrative) - USD ($)						1 Months Ended	3 Months Ended	9 Months Ended
NOTES PAYABLE (Details Narrative) - USD ($)	Sep. 16, 2024	Aug. 26, 2024	Jul. 05, 2024	May 05, 2023	Apr. 13, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	May 16, 2023
Short-Term Debt [Line Items]
Gross proceeds from debentures									$ 4,528,094
Accretion expense							$ 190,270	538,634	$ 215,412
Debt instrument unamortized discount							542,063	542,063
Convertible notes payable							2,734,936	2,734,936		$ 2,196,302
Notes payable							4,426,613	4,426,613		2,574,216
Oxford Commercial Finance [Member]
Short-Term Debt [Line Items]
Secured accounts receivable and inventory											$ 2,500,000
Convertible Debt Securities [Member]
Short-Term Debt [Line Items]
Debt instrument face amount							$ 1,000	$ 1,000
Share purchase warrants							714	714
Debt instrument face amount								Apr. 30, 2025
Debt instrument interest rate effective percentage							6.00%	6.00%
Debt conversion description								The principal amount of the Debentures will be convertible at the holder’s option into Common Shares at any time prior to the close of business on the earlier of: (i) the last business day immediately preceding the Maturity Date, and (ii) the date fixed for redemption in the case of a change of control, at a conversion price of $1.40 per Common Share, subject to adjustment in certain customary events. Each warrant entitles the holder thereof to acquire one Common Share at a price per Common Share of $1.70 at any time prior to the Maturity Date, subject to an acceleration right whereby, if, in the event the Common Shares have a daily volume weighted average trading price on the TSXV (or such other recognized North American securities exchange) of $3.00 or greater per Common Share for any ten (10) consecutive trading day period at any time after the date that is four (4) months following the issuance of the warrants, Yerbaé may accelerate the expiry of the warrants by giving notice to the holders by disseminating a news release advising of the acceleration) and, in such case, the warrants will be deemed to have expired on the day which is thirty (30) days after the date of such notice.
2023 Convertible Notes [Member]
Short-Term Debt [Line Items]
Additional debentures issued				2,152	1,650
Gross proceeds from debentures				$ 2,152,000	$ 1,650,000
Debt conversion original debt amount				$ 3,802,000
Notes Payable Five [Member]
Short-Term Debt [Line Items]
Notes payable to bank	$ 540,000						$ 540,000	$ 540,000
Debt Instrument, Maturity Date, Description	August 16, 2025							August 16, 2025
Notes payable							$ 500,000	$ 500,000
Debt instrument interest rate stated percentage							8.00%	8.00%
Note payable fee amount							$ 40,000	$ 40,000
Notes Payable Six [Member]
Short-Term Debt [Line Items]
Notes payable to bank							60,000	$ 60,000
Debt Instrument, Maturity Date, Description		February 26, 2025						February 26, 2025
Notes payable							$ 51,667	$ 51,667
Debt instrument interest rate stated percentage							8.30%	8.30%
Note payable fee amount							$ 10,000	$ 10,000
Notes Payable Six [Member] \| Loan Agreement [Member]
Short-Term Debt [Line Items]
Notes payable							$ 51,667	$ 51,667
Notes Payable Six [Member] \| BEA Investments [Member]
Short-Term Debt [Line Items]
Notes payable to bank		$ 60,000
Debt instrument interest rate stated percentage							8.30%	8.30%
Notes Payable Four [Member]
Short-Term Debt [Line Items]
Notes payable to bank							$ 750,000	$ 750,000
Debt Instrument, Maturity Date, Description								July 5, 2025
Notes payable							$ 584,801	$ 584,801
Debt instrument interest rate stated percentage							42.00%	42.00%
Note payable fee amount							$ 97,500	$ 97,500
Notes Payable Four [Member] \| Loan Agreement [Member]
Short-Term Debt [Line Items]
Debt instrument face amount			$ 750,000
Debt Instrument, Maturity Date, Description			July 5, 2025
Notes payable			$ 75,000				$ 584,801	$ 584,801
Debt instrument interest rate stated percentage							42.00%	42.00%
Payments of Loan Costs			22,500
Note payable fee amount			$ 97,500
Notes Payable Seven [Member]
Short-Term Debt [Line Items]
Notes payable to bank							$ 230,000	$ 230,000
Notes payable							$ 159,137	$ 159,137
Debt instrument interest rate stated percentage							15.00%	15.00%
Note payable fee amount							$ 30,000	$ 30,000
Notes Payable Seven [Member] \| Parafin Loan Agreement [Member]
Short-Term Debt [Line Items]
Notes payable							$ 159,137	$ 159,137
Debt instrument interest rate stated percentage						15.00%
Note payable fee amount						$ 30,000
Notes payable to bank						230,000
Fees payment						$ 10,000

SHARE CAPITAL (Details Narrative) - USD ($)																	3 Months Ended				9 Months Ended		12 Months Ended
SHARE CAPITAL (Details Narrative) - USD ($)	Apr. 08, 2024	Mar. 12, 2024	Jan. 30, 2024	Jan. 22, 2024	Jan. 16, 2024	Jan. 01, 2024	Dec. 06, 2023	Nov. 24, 2023	Nov. 16, 2023	Aug. 31, 2023	Aug. 18, 2023	Jul. 21, 2023	Jul. 17, 2023	Jun. 19, 2023	Feb. 08, 2023	Feb. 07, 2023	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Subsidiary, Sale of Stock [Line Items]
Common stock, shares authorized																					Unlimited
Preferred stock, shares authorized																	100,000,000				100,000,000		100,000,000
Consolidation of common shares, description															Yerbaé (formerly, Kona Bay) consolidated its outstanding Common Shares on the basis of 5.8 pre-consolidation Common Shares for each one post-consolidation Common Share prior to the completion of the Amalgamation
Stock issued during period, shares		1,493,908							159,496														1,094,968
Fair value of stock issued																				$ 481,574
Common stock, shares issued																	62,870,943				62,870,943		58,822,126
Common stock, shares outstanding																	62,870,943				62,870,943		58,822,126
Convertibble promissory notes																	$ 2,734,936				$ 2,734,936		$ 2,196,302
Share issued price per share		$ 0.74
Common shares upon exercise of warrants									159,496														1,094,968
Conversion of convertible securities																			$ 539,606	$ 4,528,094
Conversion of convertible securities, shares																							375,000
Proceeds from warrant exercises																					1,551,979		$ 1,040,212
Exercise price																							$ 0.95
Financial instruments owned at fair value					$ 133,600
Common Stock [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares	1,103,811																			5,554,447
Fair value of stock issued
Common shares upon exercise of warrants																		1,451,098
Conversion of convertible securities
Conversion of convertible securities, shares																			222,123	5,599,102
Share Purchase Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares	1,103,811
Warrants expired																	3,208,498
Special Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares	1,003,468
Proceeds from warrants							$ 1,500,000
Debentures [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible securities																							$ 525,000
Conversion price per share																							$ 1.40
Accrued Interest [Member]
Subsidiary, Sale of Stock [Line Items]
Conversion of convertible securities																							$ 14,606
Conversion price per share																							$ 1.81
Force Family Agreement [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for service								66,489				11,363
Value of shares issued for service												$ 25,000		$ 150,000
Share issued price per share								$ 1.88				$ 2.20
Force Family Agreement [Member] \| One Month from Date of Execution [Member]
Subsidiary, Sale of Stock [Line Items]
Value of shares issued for service														25,000
Force Family Agreement [Member] \| Date of Expiration of Six Month Term [Member]
Subsidiary, Sale of Stock [Line Items]
Value of shares issued for service														$ 125,000
Non-Brokered Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of stock price per share													$ 1.83
Sale of stock consideration received on transaction													$ 5,000,000
Share issued price per share													$ 2.15
Number of shares issuance										225,329	2,219,629
Gross proceeds from issuance										$ 412,352	$ 4,061,921
Finder cash fees											$ 33,243
Performance Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares															8,000,000
Fair value of stock issued															$ 11,360,000
Reduction of equity															2,433,404
Deferred offering costs															$ 2,840,000
Stock granted																				1,000,000
Escrow deposit																	$ 2,500,000				$ 2,500,000
Shares subject to escrow																				2,000,000
Value of stock granted, excluding concurrent financing																				$ 7,000,000
Value of stock granted																				$ 50,000,000
Share-Based Payment Arrangement, Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock granted						531,250
Vesting rights, description						Each Option, once vested, is exercisable into one Common Share at a price of $0.96 per Common Share for a period of 7 years
Share price						$ 0.96
Contractual term						7 years
Restricted Stock Units (RSUs) [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares		808,041
Stock granted						1,666,665
Vesting rights, description						Each RSU representing the right to receive, once vested twelve (12) months from the date of grant, in accordance with corresponding the RSU award agreements, one Common Share
Performance Shares Units [Member]
Subsidiary, Sale of Stock [Line Items]
Stock granted						1,002,775
Vesting rights, description						Each PSU represents the right to receive, once vested, in accordance with the correspondence PSU award agreements and achievement of the performance criteria, one Common Share
Performance Share Units [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares		685,867
Yerbae USA [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares															5,631,276
Common stock, shares issued															54,493,953
Common stock, shares outstanding															54,493,953
Convertibble promissory notes															$ 4,500,000
Stock transaction, cancelled																1,087,752
Stock granted															1,087,752
Warrants to purchase shares, cancelled																1,754,464
Aggregate shares of warrants															1,754,464
Debt conversion converted instrument warrants issued															5,631,276
FinCo [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares															2,015,163
Fair value of stock issued															$ 2,433,404
Warrants to purchase shares, cancelled																2,015,163
Aggregate shares of warrants															2,015,163
Kona Bay Shareholders [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares															8,239,215
Fair value of stock issued															$ 7,526,000
Yerbae Shareholders [Member]
Subsidiary, Sale of Stock [Line Items]
Stock issued during period, shares															35,848,290
Finder [Member]
Subsidiary, Sale of Stock [Line Items]
Number of shares issued for service															507,662
Value of shares issued for service															$ 720,880
Cash payment															$ 200,000
Eligible Holder [Member]
Subsidiary, Sale of Stock [Line Items]
Aggregate shares of warrants			352,941	263,157	835,000
Share issued price per share					$ 2.50
Proceeds from warrant exercises			$ 300,000	$ 249,980	$ 1,002,000
Exercise price					$ 1.50
Chief Executive Officer and Chief Operating Officer [Member] \| Performance Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Stock granted																				5,000,000
External Parties [Member] \| Performance Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Stock granted																				3,000,000

SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)	3 Months Ended						9 Months Ended
SCHEDULE OF NET LOSS PER SHARE (Details) - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Earnings Per Share [Abstract]
Net loss	$ (1,479,494)	$ (2,759,348)	$ (2,793,709)	$ (4,141,353)	$ (3,648,975)	$ (8,882,782)	$ (7,032,551)	$ (16,673,110)
Basic weighted average number of common shares in issue	61,767,132			56,506,032			61,982,564	54,645,615
Diluted weighted average number of common shares in issue	61,767,132			56,506,032			61,982,564	54,645,615
Basic loss per share	$ (0.02)			$ (0.07)			$ (0.11)	$ (0.31)
Diluted loss per share	$ (0.02)			$ (0.07)			$ (0.11)	$ (0.31)

SCHEDULE OF ANTI DILUTIVE SECURITIES EXCLUDED FROM COMPUTATION EARNINGS PER SHARE (Details)

9 Months Ended

Sep. 30, 2024

Restricted Stock Units (RSUs) [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

1,027,378

^[1]

Performance Shares Units [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

595,422

^[1]

Performance Shares [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

2,500,000

Share-Based Payment Arrangement, Option [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

2,338,380

Warrant [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

10,145,484

Convertible Debt Securities [Member]

Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]

Anti-dilutive shares outstanding

2,715,714

[1]	These amounts represent shares granted but not yet issued

RELATED PARTIES (Details Narrative) - USD ($)	Aug. 26, 2024	Jul. 01, 2024	Sep. 30, 2024	Dec. 31, 2023	Jan. 30, 2023
Related Party Transaction [Line Items]
Notes Payable			$ 4,426,613	$ 2,574,216
Related Party [Member] \| Loan Agreement [Member]
Related Party Transaction [Line Items]
Notes Payable	$ 24,000	$ 330,000	307,500		$ 100,000
Maturity date	Feb. 26, 2024	Jun. 15, 2025
Debt Instrument, Interest Rate, Effective Percentage	8.30%	10.00%
Related Party [Member] \| Loan Agreement [Member] \| Director [Member]
Related Party Transaction [Line Items]
Notes Payable			$ 20,667

SCHEDULE OF COST OF SALES (Details) - USD ($)	3 Months Ended		9 Months Ended
SCHEDULE OF COST OF SALES (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Cost Of Sales
Materials	$ 558,360	$ 1,378,422	$ 1,972,902	$ 4,854,156
Warehouse rent (non-lease)	41,485	39,181	149,414	113,902
Cost of goods sold	$ 599,845	$ 1,417,603	$ 2,122,316	$ 4,968,058

SCHEDULE OF GENERAL AND ADMINISTRATIVE EXPENSES (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
General And Administrative
Share-based compensation	$ 198,784	$ 733,686	$ 1,734,941	$ 1,694,970
Outbound freight	442,380	575,560	1,333,707	1,956,911
Employee benefits	471,508	756,147	1,788,796	2,272,388
Professional fees	420,757	1,030,786	1,314,551	2,197,653
Office expenses	222,801	254,353	838,652	889,376
Performance shares granted upon consummation of RTO				6,086,596
Other	36,193	238,782	458,942	637,320
Total general and administrative expenses	$ 1,792,423	$ 3,589,314	$ 7,469,589	$ 15,735,214

SUBSEQUENT EVENTS (Details Narrative) - USD ($)				3 Months Ended	12 Months Ended
SUBSEQUENT EVENTS (Details Narrative) - USD ($)	Jul. 31, 2024	Mar. 12, 2024	Nov. 16, 2023	Mar. 31, 2023	Dec. 31, 2023
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Issue of shares, value				$ 481,574
Shares issued price per share		$ 0.74
Issue of shares		1,493,908	159,496		1,094,968
Loan Agreement [Member]
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items]
Short term borrowings	$ 750,000
Issue of shares, value	$ 75,000
Shares issued price per share	$ 0.35
Issue of shares	214,285