BARFRESH FOOD GROUP INC. 10-Q

Item 1. Financial Statements. Barfresh Food Group Inc. Condensed Consolidated Balance Sheets September 30, 2020 December 31, 2019 (Unaudited) (Audited) Assets Current assets: Cash $ 2,374,941 $ 999,989 Restricted cash 368,582 91,385 Accounts receivable, net 484,825 284,668 Inventory, net 832,360 634,746 Prepaid expenses and other current assets 27,995 17,606 Total current assets 4,088,703 2,028,394 Property, plant and equipment, net of depreciation 2,052,520 2,406,317 Operating lease right-of-use assets, net 162,319 203,287 Intangible assets, net of amortization 443,418 479,503 Deposits 8,304 8,304 Total Assets $ 6,755,264 $ 5,125,805 Liabilities And Stockholders’ Equity Current liabilities: Accounts payable $ 468,523 $ 625,068 Accrued expenses 271,117 250,125 Accrued payroll 165,146 215,601 Accrued vacation 103,455 95,851 Accrued interest 12,335 487,978 Lease liability 60,317 56,692 Convertible notes, net of discount 62,066 150,742 Total current liabilities 1,142,959 1,882,057 Long term liabilities: Accrued interest 151,611 - Lease liability 113,708 159,177 Note payable 568,131 - Convertible note - related party, net of discount 195,808 1,181,942 Convertible note, net of discount 961,030 1,407,877 Derivative liabilities 21,033 211,028 Total liabilities 3,154,280 4,842,081 Commitments and contingencies (Note 6,7, 8 and 9) Stockholders’ equity: Preferred stock, $0.000001 par value, 5,000,000 shares authorized, none issued or outstanding - - Common stock, $0.000001 par value; 295,000,000 shares authorized; 149,093,829 and 130,341,737 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 143 130 Additional paid in capital 53,148,806 47,030,716 Accumulated deficit (49,547,965 ) (46,747,122 ) Total stockholders’ equity 3,600,984 283,724 Total Liabilities and Stockholders’ Equity $ 6,755,264 $ 5,125,805 See the accompanying notes to the condensed consolidated financial statements 3 Barfresh Food Group Inc. Condensed Consolidated Statements of Operations For the three and nine months ended September 30, 2020 and 2019 (unaudited) For the three months ended September 30, For the nine months ended September 30, 2020 2019 2020 2019 Revenue $ 707,610 $ 1,565,176 $ 1,947,766 $ 3,782,375 Cost of revenue 423,942 684,064 1,142,391 1,584,033 Depreciation of Manufacturing Equipment 5,115 29,905 14,717 61,385 Gross profit 278,553 851,207 790,658 2,136,957 Operating expenses: General and administrative 976,208 1,661,258 3,284,673 5,450,522 Depreciation and Amortization 138,729 139,738 442,377 496,789 Total operating expenses 1,114,937 1,800,996 3,727,050 5,947,311 Operating loss (836,384 ) (949,789 ) (2,936,392 ) (3,810,354 ) Other (income)/expenses Gain from derivative liability (19,884 ) (704,798 ) (176,983 ) (1,097,532 ) Gain from debt extinguishment - - (379,200 ) - Warrant modification - - - 307,460 Interest expense 61,757 283,709 420,634 929,596 Total other expense/(income) 41,873 (421,089 ) (135,549 ) 139,524 Net (loss) $ (878,257 ) $ (528,700 ) $ (2,800,843 ) $ (3,949,878 ) Per share information - basic and fully diluted: Weighted average shares outstanding 143,809,716 130,246,002 139,755,520 128,937,395 Net (loss) per share $ (0.01 ) $ 0.00 $ (0.02 ) $ (0.03 ) See the accompanying notes to the condensed consolidated financial statements 4 Barfresh Food Group Inc. Condensed Consolidated Statements of Cash Flows For the nine months ended September 30, 2020 and 2019 (unaudited) 2020 2019 Net Cash (used for) Operating Activities $ (2,517,269 ) $ (3,191,642 ) Investing Activities Purchase of property and equipment (40,873 ) (418,456 ) Purchase of Intangibles (11,622 ) (885 ) Net Cash (used for) Investing Activities (52,495 ) (419,341 ) Financing Activities Cash received for Warrant Exercises - 1,500,309 Cash received for Stock, net of offering costs 3,797,800 2,400,000 Proceeds from notes payable 568,131 - Repayment of convertible notes (90,166 ) - Payments for debt issue costs (12,008 ) - Payments of operating leases (41,844 ) (12,781 ) Net Cash from Financing Activities 4,221,913 3,887,528 Net Change in Cash and Restricted Cash 1,652,149 276,545 Cash and Restricted Cash, Beginning of Year 1,091,374 1,041,569 Cash and Restricted Cash, End of Year $ 2,743,523 $ 1,318,114 Non-Cash Financing and Investing Activities Property and equipment included in accounts payable - 50,257 Convertible note principal and interest settled through warrant exercise - 384,563 Operating lease right of use asset - 241,555 Executive Deferred Compensation settled through issuance of warrants 167,892 - Net carrying value of convertible notes and accrued interest settled through issuance of stock (debt extinguishment) 1,770,963 - Accrued interest settled through issuance of stock 379,350 - Debt discount warrant and derivative liability 107,611 - See the accompanying notes to the condensed consolidated financial statements 5 Barfresh Food Group Inc. Notes to Condensed Consolidated Financial Statements September 30, 2020 (Unaudited) Note 1. Summary of Significant Accounting Policies Barfresh Food Group Inc., (“we,” “us,” “our,” and the “Company”) was incorporated on February 25, 2010 in the State of Delaware. We are engaged in the manufacturing and distribution of ready to blend beverages, particularly, smoothies, shakes and frappes. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Basis of Consolidation The consolidated financial statements include the financial statements of the Company and our wholly owned subsidiaries, Barfresh Inc. and Barfresh Corporation Inc. (formerly known as Smoothie, Inc.). All inter-company balances and transactions among the companies have been eliminated upon consolidation. Use of Estimates The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities in the balance sheets and revenues and expenses during the years reported. Actual results may differ from these estimates. Concentration of Credit Risk The amount of cash on deposit with financial institutions can be in excess of the $250,000 federally insured limit. However, we believe that cash on deposit that exceeds $250,000 in the financial institutions is financially sound and the risk of loss is minimal. Restricted Cash The Company adopted FASB ASU No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (“ASU 2016-18”), which enhances and clarifies the guidance on the classification and presentation of restricted cash in the statement of cash flows and requires additional disclosures about restricted cash balances. At September 30, 2020 and December 31, 2019, the Company had $368,582 and $91,385, respectively, in restricted cash related to a co-packing agreement. Fair Value Measurement Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), provides a comprehensive framework for measuring fair value and expands disclosures which are required about fair value measurements. Specifically, ASC 820 sets forth a definition of fair value and establishes a hierarchy prioritizing the inputs to valuation techniques, giving the highest priority to quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable value inputs. ASC 820 defines the hierarchy as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reported date. The types of assets and liabilities included in Level 1 are highly liquid and actively traded instruments with quoted prices, such as equities listed on the New York Stock Exchange. Level 2 – Pricing inputs are other than quoted prices in active markets but are either directly or indirectly observable as of the reported date. The types of assets and liabilities in Level 2 are typically either comparable to actively traded securities or contracts or priced with models using highly observable inputs. Level 3 – Significant inputs to pricing that are unobservable as of the reporting date. The types of assets and liabilities included in Level 3 are those with inputs requiring significant management judgment or estimation, such as complex and subjective models and forecasts used to determine the fair value. Our financial instruments consist of cash, accounts receivable, accounts payable, derivative liabilities, and convertible notes. The carrying value of our financial instruments approximates their fair value, except for the derivative liability in which carrying value is fair value. 6 Accounts Receivable Accounts receivable are typically unsecured. Our credit policy calls for payment generally within 30 days. The credit worthiness of a customer is evaluated prior to a sale. As of September 30, 2020 and December 31, 2019, the Company’s allowance for doubtful accounts was $141,788 and $141,788, respectively. The allowance was estimated based on evaluation of collectability of outstanding accounts receivable. Inventory Inventory consists of raw materials and finished goods and is carried at the lower of cost or net realizable value on a first in first out basis. The Company monitors the remaining useful life of its inventory and establishes a reserve of obsolescence where appropriate. As of September 30, 2020 and December 31, 2019, the Company’s inventory reserve was $56,476 and $100,651, respectively. Intangible Assets Intangible assets are comprised of patents, net of amortization and trademarks. The patent costs are being amortized over the life of the patent, which is twenty years from the date of filing the patent application. In accordance with ASC Topic 350 Intangibles – Goodwill and Other (“ASC 350”), the costs of internally developing other intangible assets, such as patents, are expensed as incurred. However, as allowed by ASC 350, costs associated with the acquisition of patents from third parties, legal fees and similar costs relating to patents have been capitalized. In accordance with ASC 350 legal costs related to trademarks have been capitalized. We have determined that trademarks have an indeterminable life and therefore are not being amortized. Long-Lived Assets and Other Acquired Intangible Assets We evaluate the recoverability of property and equipment and finite-lived intangible assets for possible impairment whenever events or circumstances indicate that the carrying amount of such assets may not be recoverable. The evaluation is performed at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities. Recoverability of these assets is measured by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate. If such review indicates that the carrying amount of property and equipment and intangible assets is not recoverable, the carrying amount of such assets is reduced to fair value. We have not recorded any impairment charges during the periods presented. Property, Plant, and Equipment Property, plant, and equipment is stated at cost less accumulated depreciation and accumulated impairment loss, if any. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets. Leasehold improvements are being amortized over the shorter of the useful life of the asset or the lease term that includes any expected renewal periods that are deemed to be reasonably assured. The estimated useful lives used for financial statement purposes are: Furniture and fixtures: 5 years Manufacturing equipment and customer equipment: 3 years to 7 years Vehicles: 5 years Leases: We determine if an arrangement is a lease upon inception. A contract is or contains a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The right to control the use of an asset includes the right to obtain substantially all of the economic benefits of the underlying asset and the right to direct how and for what purpose the asset is used. After adoption of ASU 2016-02 and related standards, operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. Lease expense is recognized on a straight-line basis over the lease term. As a lessee, the Company leases office space. Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations, using the modified retrospective method. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 7 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or services that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and storage costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages. Research and Development Expenditures for research activities relating to product development and improvement are charged to general and administrative and are expensed as incurred. We incurred $91,738 and $127,123, in research and development expenses for the three-months ended September 30, 2020 and 2019, respectively. For the nine-month periods ended September 30, 2020 and 2019, research and development costs totaled $270,892 and $400,108, respectively. Shipping and Storage Costs Shipping and storage costs are included in general and administrative expenses. For the three-month periods ended September 30, 2020 and 2019, shipping and storage costs totaled $126,737 and $248,291, respectively. For the nine-month periods ended September 30, 2020 and 2019, shipping and storage costs totaled $356,270 and $681,188, respectively. Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements, uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. 8 For the three and nine-months ended September 30, 2020 and 2019, we did not have any interest and penalties or any unrecognized uncertain tax positions. Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event that the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the asset (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Debt Extinguishment The Company evaluates its convertible instruments in accordance with ASC 470-50, “Debt Modifications and Extinguishments.” For all extinguishments of debt, ASC 470-50 requires the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) to be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net gain $0 and $379,200, respectively, non-cash gain on extinguishment of debt in its statements of operations for the three and nine months ended September 30, 2020. Earnings per Share We calculate net loss per share in accordance with ASC Topic 260, Earnings per Share. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding for the period, and diluted earnings per share is computed by including common stock equivalents outstanding for the period in the denominator. At September 30, 2020 and 2019, any equivalents would have been anti-dilutive as we had losses for the three and nine months then ended. Stock Based Compensation We calculate stock compensation in accordance with ASC Topic 718, Compensation-Stock Based Compensation (“ASC 718”). ASC 718 requires that the cost resulting from all share-based payment transactions be recognized in the financial statements and establishes fair value as the measurement objective in accounting for share-based payment arrangements and requires all entities to apply a fair-value-based measurement method in accounting for share-based payment transactions with employees except for equity instruments held by employee stock ownership plans. Recent pronouncements From time to time, new accounting pronouncements are issued that we adopt as of the specified effective date. We believe that the impact of recently issued standards that are not yet effective may have an impact on our results of operations and financial position. On October 1, 2019, the FASB issued Accounting Standards Update No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment (ASU 2017-04) using the prospective approach, which eliminates step two from the goodwill impairment test. Under ASU 2017-04, an entity should recognize an impairment charge for the amount by which the carrying amount of a reporting unit exceeds its fair value up to the amount of goodwill allocated to that reporting unit. This guidance was effective beginning January 1, 2020, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements. 9 Note 2. Inventory Inventory consists of the following at September 30, 2020 and December 31, 2019: 2020 2019 Raw materials $ 330,975 $ 286,027 Finished goods, net of reserve 501,385 348,719 Inventory, net $ 832,360 $ 634,746 The Company has recorded a reserve for slow moving and potentially obsolete inventory. The reserve at September 30, 2020 and December 31, 2019 was $56,476 and $100,651, respectively. Note 3. Property Plant and Equipment Major classes of property and equipment at September 30, 2020 and December 31, 2019: 2020 2019 Furniture and fixtures $ 1,524 $ 1,524 Manufacturing Equipment and customer equipment 3,572,813 3,521,636 Leasehold Improvements 4,886 4,886 Vehicles 29,696 29,696 3,608,919 3,557,742 Less: accumulated depreciation (2,198,829 ) (1,787,967 ) 1,410,090 1,769,775 Equipment not yet placed in service 642,430 636,542 Property and equipment, net of depreciation $ 2,052,520 $ 2,406,317 We recorded depreciation expense related to these assets of $122,827 and $123,836 for the three months ended September 30, 2020 and 2019, respectively, and $394,670 and $449,082 for the nine months ended September 30, 2020 and 2019, respectively. Depreciation expense in Cost of Goods Sold was $5,115 and $29,905 for the three months ended September 30, 2020 and 2019, respectively, and $14,717 and $61,385 for the nine months ended September 30, 2020 and 2019, respectively. Note 4. Intangible Assets As of September 30, 2020, intangible assets consist of patent costs of $768,138, trademarks of $117,008 and accumulated amortization of $441,728. As of December 31, 2019, intangible assets consist of patent costs of $764,891, trademarks of $108,632 and accumulated amortization of $394,020. The amounts carried on the balance sheet represent cost to acquire, legal fees and similar costs relating to the patents incurred by the Company. Amortization is calculated through the expiration date of the patents, which is December 2025. The amount charged to amortization was $15,902 and $15,902 for the three months ended September 30, 2020 and 2019, respectively, and $47,707 and $47,707 for the nine months ended September 30, 2020 and 2019, respectively. Estimated future amortization expense related to patents as of September 30, 2020, is as follows: Total Amortization Years ending December 31, 2020 (three months remaining) $ 16,105 2021 64,422 2022 64,422 2023 64,422 2024 64,217 Later years 52,822 $ 326,410 Note 5. Related Parties As disclosed below in Note 7, members of management and directors invested in the Company’s convertible notes; and in Note 10, members of management and directors have received shares of stock and options in exchange for services. 10 Note 6. Paycheck Protection Program (PPP) loan The Company was granted a $568,131 loan under the PPP administered by a Small Business Administration (SBA) approved partner. The loan, which matures in two years, is uncollateralized and is fully guaranteed by the Federal government. The Company is eligible for loan forgiveness of up to 100% of the loan, upon meeting certain requirements. The Company has recorded a note payable and will record the forgiveness upon being legally released from the loan obligation by the SBA. No forgiveness income has been recorded for the quarter ended September 30, 2020. The Company will be required to repay any remaining balance, plus interest accrued at 1 percent, in monthly payments commencing upon notification that the loan will not be forgiven or only partially forgiven. Note 7. Convertible Notes (Related and Unrelated Party) On March 20, 2020, we completed a Private Placement offering of $3,825,000 of common stock. In connection with the transaction, the Company offered the Convertible Noteholders of Series CN Note 1 and 2 to participate in the equity offering. A total of $720,000 principal balance of Series CN 1 was converted into common stock [$630,000 from related parties]. The Series CN Note 1 Noteholders were offered bonus interest equivalent to 20% of their outstanding principal which was converted to common stock. For $1,071,000 of the remaining $1,186,167 Series CN Note 1 Noteholders that chose not to participate in the equity offering, the terms of the Series CN Note 1 were amended to increase the interest rate to 15% per annum and to extend the maturity of the outstanding principal balance by 24 months to March 20, 2022. The notes are convertible at any time prior to the maturity into our common stock at a conversion price of $0.50 per share. If the six month price is less than the $0.50 per share, the principal conversion price will be automatically reduced to the $0.50 per share, but in no event less than $0.35 per Share, in which case the Company shall issue to each purchaser, based on such purchaser’s investment, (a) shares in a quantity that equals the difference between the number of Shares issued to such purchaser at closing and the number of Shares that would have been issued to such purchaser at closing at the $0.50 per share and (b) warrants in a quantity that equals fifty percent (50%) of the difference between the number of shares issued to such Purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the $0.50 per share, with an exercise price that equals the sum of $0.10 per share and the $0.50 per share, but in no event less than $0.45 per share. The exercise price per share for the Convertible Note Warrants and the Bonus Warrant issued at closing will automatically adjust as well to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. There were 864,000 O warrants issued to the Series CN Note 1 Noteholders for participating in the common stock offering. On March 20, 2020, 1,082,727 of the original L Warrants related to the Series CN Note 1 Noteholders had their terms modified, whereby the exercise price was reduced from $0.70 to $0.50 per share. In addition, the Series CN Note 1 Noteholders that chose to extend their notes for 24 months were granted 1,071,000 Series P warrants. The fair value of the warrants, ($92,266 in the aggregate which consists of the L and P Warrants), were calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 1 to 3 Volatility 76.74- 98.00 % Risk Free interest rate .15 - .41 % Dividend yield (on common stock) - Based on the relative fair value, we recorded a debt discount of $75,184 related to the issue of P Warrants to CN 1 and CN 2 Noteholders. The modification of the L Warrants resulted in an incremental increase in fair value of $17,082, which was recorded as a debt discount. The convertible notes consist of the following components as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Convertible notes $ 1,181,167 $ 2,704,800 Less: Debt discount (warrant value) (92,266 ) (325,747 ) Less: Debt discount (derivative value) (Note 8) - (638,988 ) Less: Debt discount (issuance costs paid) (6,004 ) (27,000 ) Less: Note repayments/conversion (110,166 ) (803,634 ) Add: Debt discount amortization 25,889 898,940 $ 998,620 $ 1,808,371 11 On March 20, 2020, a total of $1,128,000 principal balance of Series CN Note 2 was converted into common stock [$560,000 from related parties]. The Noteholders were offered bonus interest equivalent to 20% of their outstanding principal and converted their accrued interest into common stock. For $168,000 of the remaining $235,200 Series CN Note 2 Noteholders that chose not to participate in the equity offering, the terms of the Series CN Note 2 were amended to extend the maturity of the outstanding principal balance by 12 months to November 30, 2021. The notes are convertible at any time prior to the maturity into our common stock at a conversion price of $0.60 per share. There were 1,501,012 O warrants issued to the Series CN Note 2 Noteholders for participating in the common stock offering. The fair value of the modified L warrants, ($4,279 prior to modification, and $6,096 post modification), was calculated using the Black-Scholes option pricing model using the following assumptions: Expected life (in years) 1.71 Volatility 88.02 % Risk Free interest rate 0.37 % Dividend yield (on common stock) - The incremental value of $1,817 was recorded as a debt discount related to the modification of existing L warrants. The convertible notes consist of the following components as of September 30, 2020 and December 31, 2019: September 30, 2020 December 31, 2019 Convertible notes $ 235,200 $ 1,363,200 Less: Debt discount (warrant value) (1,817 ) (212,763 ) Less: Debt discount (derivative value) (Note 8) (13,528 ) (697,186 ) Less: Debt discount (issuance costs paid) (6,004 ) (23,700 ) Add: Debt discount amortization 6,433 508,639 $ 220,284 $ 932,190 The total of the two tables above, net of discount, equals $1,218,904 which is presented on the balance sheet as $62,066 Convertible Note, Net of Discount, Current Liabilities, $195,808 Convertible Note, Related Party, Net of Discount, Long-Term Liabilities and $961,030 Convertible Note, Net of Discount, Long-term Liabilities. The total of $2,740,561 shown in the two tables above at December 31, 2019, are presented in the balance sheet as Long Term Liabilities: Convertible Note – related party net of discount, of $1,181,942, Convertible Note – net of Discount of $1,407,877, and Current Liabilities: Convertible Note – net of Discount $150,742. Future maturity of convertible notes at face value before effect of all discount, are as follow: Total Convertible Notes Years ending December 31, 2020 $ 67,201 2021 168,000 2022 1,071,000 2023 - 2024 - $ 1,306,201 12 On March 20, 2020, the Company and the Holders of the Series CN Note 1 and Note 2 mutually agreed to amend its terms to change the maturity date to March 20, 2022 and November 30, 2021, respectively. The Company accounted for the modification in accordance with ASC 470-50, Modifications and Extinguishments, which states that for all extinguishments of debt, the difference between the reacquisition price (including any premium) and the net carrying amount of the debt being extinguished (including any deferred debt issuance costs) should be recognized as a gain or loss when the debt is extinguished. Accordingly, the Company recorded a net gain on extinguishment of debt of $379,200 which was comprised of a gain of $437,201, offset by a loss of $58,001. The gain of $437,201 related to the portion of Convertible Notes that were converted to common stock on March 20, 2020. The loss on extinguishment of debt of $58,001 related to the portion of Convertible Notes that were extended by either 24 months for Milestone I, or 12 months for Milestone II. Note 8. Derivative Liabilities As discussed in Note 7, Convertible Notes, the Company issued Series CN Note acceleration offer convertible notes payable that provide variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock, therefore the number of shares of common stock issuable upon conversion of the promissory note is indeterminate. The Convertible Noteholders discussed in Note 7 were provided the option of extending their notes by 24 months or 12 months for the Milestone I March 14, 2020 and Milestone II November 30, 2020 Convertible Note maturities, respectively. Upon completion of the March 20, 2020 offering for common stock and debt restructuring, a balance of $110,167 of Series CN 1 and $168,000 in CN 2 was neither converted, nor extended under the terms of the amendments to both maturities. Consequently, the derivative liabilities referred to above survived outside of debt conversion and modified extension terms and were valued at $0 as of September 30, 2020. The fair values of the Company’s derivative liabilities are estimated at the issuance date and are revalued at each subsequent reporting date. The Company recognized a debt discount and related derivative liability of $13,528 at March 20, 2020 related to the Series CN 2 extension. The derivative liability was revalued at September 30, 2020 with a value of $21,033. The fair value of the derivative liabilities for CN Convertible Note 2 of 2 was calculated using the Black-Scholes model using the following assumptions. 30-Sept-20 31-Dec-19 Expected life 0.17 - 1.17 0.93 Volatility 84.44 -114.15 % 104.89 % Risk Free interest rate 0.08 - 0.13 % 1.58 % Dividend yield (on common stock) - - Reconciliation of the derivative liabilities measured at fair value on a recurring basis with the use of significant unobservable inputs (level 3) from December 31, 2019 to September 30, 2020: December 31, 2019 $ 211,028 Extinguishment change in derivative from conversion (23,100 ) Extinguishment change in derivative from extension (3,440 ) Initial derivative value – March 20, 2020 13,528 Net gain from change in value (176,983 ) For the period ended September 30, 2020 $ 21,033 The following table presents the Company’s fair value hierarchy for applicable assets and liabilities measured at fair value as of December 31, 2019 and September 30, 2020: Level 1 Level 2 Level 3 Total Derivative Liability December 31, 2019 $ - - 211,028 $ 211,028 Level 1 Level 2 Level 3 Total Derivative Liability September 30, 2020 $ - - 21,033 $ 21,033 Note 9. Commitments and Contingencies We lease office space under a non-cancelable operating lease which expires on June 30, 2023. Our periodic lease cost and operating cash flow was $19,813 and $19,609 for the three months ended September 30, 2020 and 2019, respectively. Our periodic lease cost and operating cash flow was $59,657 and $70,422 for the nine months ended September 30, 2020 and 2019, respectively. As of September 30, 2020, our right of use asset and related liability was $162,319 and $174,025. 13 In determining the present value of our operating lease right-of-use asset and liability, we used a 10% discount rate (which approximates our borrowing rate). The remaining term on the lease is 3 years. The following table presents the future operating lease payment as of September 30, 2020. 2020 (three months remaining) $ 19,076 2021 78,021 2022 80,361 2023 20,237 Total Lease payments 197,695 Less: imputed interest (23,670 ) Total lease liability $ 174,025 Note 10. Stockholders’ Equity During the nine months ended September 30, 2020, we issued 870,000 options to purchase our common stock to employees and 199,358 options to a Board Member. The exercise price of the options was $0.37 per share, with both cliff and graded vesting over 3 years, and are exercisable for a period of 8 years. The fair value of the options issued ($209,700, in the aggregate) was calculated using the Black-Scholes option pricing model, based on the criteria shown below. Expected life (in years) 5.5 to 8 Volatility (based on a comparable company) 73.36%-75.82 % Risk Free interest rate 0.30%-1.61 % Dividend yield (on common stock) - The shares of our common stock were valued at the trading price on the date of grant, between $0.34 - $0.44 per share. For the nine months ended September 30, 2020, 625,423 options expired or were cancelled. During the first quarter of 2020, the Company settled certain Executive Deferred Compensation payments with the issuance of 1,573,988 warrants. The fair value of the warrants totaled $251,837. The total executive Deferred Compensation that was settled with the issuance of the warrants was $167,892. The difference between the fair value of the warrants and the Executive Deferred Compensation settled of $83,945 was recorded as stock-based compensation during the nine months ended September 30, 2020. The total amount of equity-based compensation included in additional paid in capital was $45,692 and $67,135 for the three months ended September 30, 2020 and 2019, respectively. The total amount of equity-based compensation included in additional paid in capital was $240,216 and $338,683 for the nine months ended September 30, 2020 and 2019, respectively. The following is a summary of outstanding stock options issued to employees and directors as of September 30, 2020: Number of Options Exercise price per share $ Average remaining term in years Aggregate intrinsic value at date of grant $ Outstanding January 1, 2020 7,197,024 .40 - .87 4.55 - Issued 1,069,358 .37 7.77 - Cancelled/Expired (625,423 ) Outstanding September 30, 2020 7,640,959 .37 - .87 4.38 - Exercisable, September 30, 2020 5,308,480 .40 - .87 3.32 - The following is Changes in Stockholders’ Equity as of September 30, 2019 and September 30, 2020: Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance January 1, 2019 122,770,960 $ 123 $ 41,118,649 $ (41,153,820 ) $ (35,048 ) Exercise of warrants 3,196,180 3 1,884,869 1,884,872 Issuance of stock for services 374,597 - 321,914 - 321,914 Equity based compensation - - 338,732 - 338,732 Warrants issued to Management - - 758,754 - 758,754 Issuance of stock for capital raise 4,000,000 4 2,399,996 - 2,400,000 Warrant modification - - 307,460 - 307,460 Net (loss) for the year - - - (3,949,878 ) (3,949,878 ) Balance September 30, 2019 130,341,737 $ 130 $ 47,130,374 $ (45,103,698 ) $ 2,026,806 14 Additional Common Stock paid in Accumulated Shares Amount Capital (Deficit) Total Balance January 1, 2020 130,341,737 $ 130 $ 47,030,716 $ (46,747,122 ) $ 283,724 Issuance of stock for capital raise, net of offering costs of $27,200 12,955,725 8 3,797,792 - 3,797,800 Conversion of debt 4,778,643 5 1,333,757 - 1,333,762 Interest paid in shares 632,251 - 379,350 - 379,350 Issuance of stock for services 263,946 - 105,000 - 105,000 Equity based compensation - - 240,216 - 240,216 Warrants issued to management - - 167,892 - 167,892 Warrant Modification - - 18,899 - 18,899 Warrant issued for note extension - - 75,184 - 75,184 Restricted stock issuance 121,527 - - - - Net (loss) for the year - - - (2,800,843 ) (2,800,843 ) Balance September 30, 2020 149,093,829 $ 143 $ 53,148,806 $ (49,547,965 ) $ 3,600,984 On March 20, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50 per share (subject to adjustment) in the amount of $3.825 million and the issuance of 7,650,000 shares. The $3.825 million was received and collected in April 2020. The investors of this Private Placement Offering will be granted O warrants to be eligible to purchase an additional 0.50 shares for every share issued to each purchaser, exercisable for a period of 3 years at an exercise price of $0.60 per share (subject to adjustment). If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the “Six Month Price”) exceeds or equals $0.50 per share (the “Target Price”), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor’s investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no eventless than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share On September 28, 2020, the Company determined the volume-weighted average price was below the $0.35 per share and consequently issued 5,305,725 additional shares in accordance with provisions of the Private Placement Offering. Similarly, the Company issued an additional 2,652,868 Warrants to investors that contributed capital or exercised the conversion of their convertible note. Lastly, the Company issued an additional 459,000 Warrants for convertible noteholders that extended their convertible notes. Note 11. Outstanding Warrants The following is a summary of all outstanding warrants as of September 30, 2020: Number of warrants price per share remaining term in years intrinsic value at date of grant Warrants issued in connection with private placements of common stock 22,020,833 $ 0.53 - $1.00 1.71 $ - Warrants issued in connection with private placement of notes 1,355,000 $ 1.00 .50 $ - Warrants issued in connection with convertible note 3,465,501 $ 0.70 .61 $ - Warrants issued in connection with settlement of deferred compensation 3,169,599 $ 0.27 - 0.70 4.25 $ - Note 12. Income Taxes The provision for income taxes is determined in accordance with the provisions of ASC Topic 740, Accounting for Income Taxes (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. ASC 740 requires a valuation allowance to reduce the deferred tax assets reported if, based on the weight of evidence, it is more than likely than not that some portion or all of the deferred tax assets will not be recognized. Accordingly, at this time the Company has placed a valuation allowance on all tax assets. As of September 30, 2020, the estimated effective tax rate for the year will be zero. There are open statutes of limitations for taxing authorities in federal and state jurisdictions to audit our tax returns from 2009 through the current period. Our policy is to account for income tax related interest and penalties in income tax expense in the statement of operations. There have been no income tax related interest or penalties assessed or recorded. ASC 740 prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. This pronouncement also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. For the three and nine-month periods ended September 30, 2020 and 2019, we did not have any interest and penalties associated with tax positions. As of September 30, 2020, and December 31, 2019, we did not have any significant unrecognized uncertain tax positions. 15 Note 13. Liquidity During the nine months ended September 30, 2020, we used cash for operations of $2,517,269 and purchased equipment for $40,873. We sold common stock in the amount of $3,825,000 and converted $2,394,763 of principal and interest from our Convertible Notes into equity. During the nine months ended September 30, 2019, we used $3,191,642 of cash for operations and purchased equipment for $418,456. We raised cash of $2,400,000 from the issuance of common stock and we raised cash from the exercise of warrants in the amount of $1,500,310. We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. Management has evaluated these conditions and concluded substantial doubt was mitigated due to measures taken to by the Company to manage its cash burn rate, launch new products to offset the impact of COVID-19 on existing products, reduce General & Administrative expenses and Cost of Goods Sold. However, the Company cannot predict, with certainty, the outcome of its actions to preserve liquidity, including the accuracy of its financial forecast, the ability to sustain the current trend of cost cutting, the ability to raise additional capital or to extend the maturity date of the debt that is maturing in March of 2022. As of September 30, 2020, we had $2,743,523 of cash and restricted cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in the first nine months of 2020 by $2,165,849, or 40%, as compared with the first nine months of 2019. The Company’s forecast for the next twelve months reflects a continuation of the improvement in cash flow from operations as the Company continues to reduce operating expenses and increase contracts with school locations, and military bases, and anticipates the roll-out of a new product launch with the Twist & Go 8oz bottles. The Company has implemented cost reduction measures which will reduce cash expenses over the next twelve months, which includes reduced headcount. Note 14. Subsequent Events The impact of COVID-19 on the Company is evolving rapidly with events unfolding on a daily and weekly basis. The direct impact to our operations took affect at the close of the first quarter ended March 31, 2020. Specifically, our business has been impacted by dining bans targeted at restaurants to reduce the size of public gatherings. Restaurant chains have closed operations and furloughed employees which precludes our single serve products from being served at those establishments. Many school districts closed regular attendance during the 2019-2020 school year and have extended this for the 2020-2021 school year. This directly impacts the sales of our Bulk Product into that sales channel. Our headquarter office is located in Los Angeles, California, one of the hardest affected states. We have not experienced a disruption in the supply chain for the manufacturing of our products. The Company applied for and obtained a Small Business Administration loan under the Paycheck Protection Program [PPP] of the CARES Act for approximately $568,000. On June 5, 2020, the President signed a bill which extended the period of loan forgiveness for PPP loans from 8 to 24 weeks, which we believe will enable the loan to be completely forgiven. While many states have commenced the process of reopening various types of businesses, the path to recovering normal activity volumes is uncertain. Consequently, the developments surrounding COVID-19 remain fluid and will require the Company to continue to monitor news headlines from government and health officials, as well as, the business community. 16 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations. The following discussion should be read in conjunction with the financial information included elsewhere in this Quarterly Report on Form 10-Q (this “Report”), including our unaudited condensed consolidated financial statements and the related notes. References in this Management’s Discussion and Analysis of Financial Condition and Results of Operations section to “us”, “we”, “our” and similar terms refer to Barfresh Food Group Inc. This discussion includes forward-looking statements, as that term is defined in the federal securities laws, based upon current expectations that involve risks and uncertainties, such as plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. Words such as “anticipate”, “estimate”, “plan”, “continuing”, “ongoing”, “expect”, “believe”, “intend”, “may”, “will”, “should”, “could” and similar expressions are used to identify forward-looking statements. We caution you that these statements are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond our control, which may influence the accuracy of the statements and the projections upon which the statements are based. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise. Barfresh is a leader in the creation, manufacturing and distribution of ready to blend frozen beverages. The current portfolio of products includes smoothies, shakes and frappes. Products are packaged in two distinct formats. The Company’s original single serve format features portion controlled and ready to blend beverage ingredient packs or “beverage packs”. The beverage packs contain all of the solid ingredients necessary to make the beverage, including the base (either sorbet, frozen yogurt or ice cream), real fruit pieces, juices and ice – five ounces of water are added before blending. The Company’s bulk “Easy Pour” format also contains all of the solid ingredients necessary to make the beverage, packaged in gallon containers in a concentrated formula that is mixed “one to one” with water. The Company has recently launched a “no sugar added” version of the bulk “Easy Pour” format that is specifically targeted for the USDA national school meal program, including the School Breakfast Program, the National School Lunch Program, and Smart Snacks in Schools Program. The Company currently provides its products to over 400 school locations. In addition, the Company recently received approval from the United States Defense Logistics Agency (“DLA”) to sell its smoothie products into all branches of the U.S. Armed Forces, and has begun to sell its bulk Easy Pour product into a number of military bases in the United States. The Company currently provides its products to over 150 military base locations. Domestic and international patents and patents pending are owned by Barfresh, as well as related trademarks for all of the single serve products. Patent rights have been granted in 13 jurisdictions including the United States. In addition, the Company has purchased all of the trademarks related to the patented products. The Company conducts sales through several channels, including National Accounts, Regional Accounts, and Broadline Distributors. Barfresh’s primary broadline distribution arrangement is through an exclusive nationwide agreement with Sysco Corporation (“Sysco”), the U.S.’s largest broadline distributor, which was entered into during July 2014, and the exclusivity provisions of the contract were renewed for an additional two year term on October 2, 2017. On October 2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution with other distributors outside of the Sysco system. During 2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice operators. On March 8, 2018, the Company announced that it had signed a new supply agreement with one of the largest of these foodservice operators, for exclusive distribution of four of Barfresh’s single serve SKUs. On November 14, 2018, the Company announced that it had received approval for multiple products to be rolled out to a national restaurant chain with over 2,500 locations. The Company also sells to broadline distributors that supply products to the food services marketplace. Effective July 2, 2014, the Company entered into an exclusive agreement with Sysco Merchandising and Supply Chain Services, Inc. for resale by the Sysco Corporation (“Sysco”) to the foodservice industry of the Company’s ready-to-blend smoothies, shakes and frappes. Pursuant to that agreement, all Barfresh products are included in Sysco’s national core selection of beverage items, making Barfresh its exclusive single-serve, pre-portioned beverage provider. The agreement is mutually exclusive; however, Barfresh may also sell the products to other foodservice distributors, but only to the extent required for such foodservice distributors to service multi-unit chain operators with at least 20 units and where Sysco is not such multi- unit chain operator’s nominated distributor for our products. On October 2, 2017, the exclusivity provisions of the Sysco agreement were extended for an additional two-year period, and expanded to cover bulk easy pour products, on a non-exclusive basis. On October 2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution with other distributors outside of the Sysco system. 17 On October 26, 2015, Barfresh signed a five year agreement with PepsiCo North America Beverages, a division of PepsiCo, to become its exclusive sales representative within the food service channel to present Barfresh’s line of ready-to-blend smoothies and frozen beverages throughout the United States and Canada. Through this agreement, Barfresh’ products are included as part of PepsiCo’s offerings to its significant customer base. The agreement facilitates access to potential National customer accounts, through introductions provided by PepsiCo’s one thousand plus person foodservice sales team. Barfresh products have become part of PepsiCo’s customer presentations at national trade shows and similar venues. On May 30, 2019, the Company amended its agreement with Pepsi which included a reduction in the commission fee and a clause which allows either party the right to terminate the agreement upon 90 days written notice. Neither party has exercised its right to terminate the agreement. Barfresh utilizes contract manufacturers to manufacture all of the products in the United States. Production lines are currently operational at four locations. The first location is in Utah, which currently produces bulk easy pour products. The second location in Arkansas produces single serve product. The agreement for single serve product, which was signed during June 2020, secures the capacity to ramp up to an incremental production capacity of 100 million units. This location enhances the Company’s ability to efficiently move product throughout the supply chain to destinations in the eastern United States, home to many of the country’s large foodservice outlets. The third location is based in Pennsylvania, where our 8oz Twist & Go products are manufactured. Lastly, our 5:1 juice concentrate is produced in Illinois. During November 2016, the Company received an equity investment from Unibel, the majority shareholder of the Bel Group (“Unibel”). The Bel Group is headquartered in Paris, France, with global operations in 33 countries, 30 production sites on 4 continents and nearly 12,000 employees. Its many branded products, including The Laughing Cow®, Mini Babybel® and Boursin®, are sold in over 130 countries around the world. Pursuant to the securities purchase agreement, Unibel purchased 15,625,000 shares of common stock at $0.64 per share (“Shares”) and warrants to purchase 7,812,500 shares of common stock (“Warrants”) for aggregate gross proceeds to Barfresh of $10 million. The Warrants are exercisable for a term of five years at a per share price of $.88 for cash. Pursuant to the Investor Rights agreement, Barfresh has registered the Shares and the Warrants, and Unibel was granted a seat on the Barfresh Board. This strategic investment provided Barfresh with necessary capital while leveraging Unibel’s more than 150 years of industrial expertise, innovative capabilities, world-class marketing and branding expertise to accelerate our growth in new and existing markets and product channels. On March 20, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50 per share (subject to adjustment) in the amount of $3.825 million and the issuance of 7,650,000 shares. The investors of this Private Placement Offering were granted O warrants to be eligible to purchase an additional 0.50 shares for every share issued to each purchaser, exercisable for a period of 3 years at an exercise price of $0.60 per share (subject to adjustment). If the volume-weighted average trading price for the 20 consecutive trading days that conclude upon 6 months after the initial closing (the “Six Month Price”) exceeds or equals $0.50 per share (the “Target Price”), the per share purchase price will not be adjusted. If the Six Month Price is less than the Target Price, the per share purchase price will be automatically reduced to the Six Month Price, but in no event less than $0.35 per share, in which case the Company shall issue to each investor, pro-rata based on such investor’s investment: (a) shares in a quantity that equals the difference between the number of shares issued to such purchaser at closing and the number of shares that would have been issued to such purchaser at closing at the Six Month Price; and (b) a warrant for a number of shares of common stock equal to 50% of the difference between the number of shares issued to such investor at closing and the number of shares that would have been issued to such investor at closing at the Six Month Price, with an exercise price equal to the sum of $0.10 per share and the Six Month Price, but in no event less than $0.45 per share. The exercise price per share for each warrant will automatically adjust to the sum of $0.10 per share and the Six-Month Price, but in no event less than $0.45 per share. In addition, the Company obtained a 24-month extension on $1,071,000 of principal, and conversion of $720,000 of principal, of the Milestone I Convertible Notes at a conversion price of $0.50 per share. The remaining $110,166 was extended for thirty days. The interest rate on the principal balance of the extended Milestone I Convertible Notes was amended to 15%. Furthermore, the Company obtained a 12-month extension on $168,000 in principal, and conversion of $1,128,000 in principal of the Milestone II Convertible Notes. The remaining $67,200 was extended for thirty days. The Convertible Noteholders of the Milestone I and II Convertible Notes were granted additional interest depending upon their election to convert or extend their Convertible Notes. The Noteholders of Milestone I that chose to extend their notes for 24 months were granted 1,071,000 P warrants with similar terms to the O Warrants mentioned above. The convertible notes are unsecured and have (i) a 24-month term and a 20-month term, (ii) a 15% and 10% annual coupon to be paid in cash or stock at the Company’s discretion at a conversion price equal to 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the payment date, but in no event lower than sixty cents ($0.60) per share of Common Stock. The investors may elect to convert their principal into common stock at a conversion price equal to the lower of: (i) $0.88 per share of Common Stock, or (ii) 85% of the average closing bid prices of the Common Stock over the twenty (20) consecutive trading day period immediately preceding the date of investor’s election to convert; but in no event lower than $0.60 per share of Common Stock. Investors also received warrant coverage of 25% of the number of shares that would be issuable upon a full conversion of the principal amount at an average of the twenty consecutive trading day period immediately preceding the applicable closing date. The warrants are exercisable for a period of three years for cash at the greater of 120% of the closing price or $0.70 per share of common stock. On September 28, 2020, the Company determined the volume-weighted average price was below the $0.35 per share and consequently issued 5,305,725 additional shares in accordance with provisions of the Private Placement Offering. Similarly, the Company issued an additional 2,652,868 Warrants to investors that contributed capital or exercised the conversion of their convertible notes. Lastly, the Company issued an additional 459,000 Warrants for convertible noteholders that extended their convertible notes. Currently, we have 17 employees and 2 consultants. There are currently 10 employees selling our products. Critical Accounting Policies Our financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). 18 Revenue Recognition In accordance with ASC 606, Revenue from Contracts with Customers, revenue is recognized when a customer obtains ownership of promised goods. The Company adopted this standard at the beginning of fiscal year 2018, with no significant impact to its financial position or results of operations, using the modified retrospective method. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled to receive in exchange for these goods. The Company applies the following five steps: 1) Identify the contract with a customer A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for goods or services that are transferred is probable. For the Company, the contract is the approved sales order, which may also be supplemented by other agreements that formalize various terms and conditions with customers. 2) Identify the performance obligation in the contract Performance obligations promised in a contract are identified based on the goods or that will be transferred to the customer. For the Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer. 3) Determine the transaction price The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring goods, and is generally stated on the approved sales order. Variable consideration, which typically includes volume-based rebates or discounts, are estimated utilizing the most likely amount method. 4) Allocate the transaction price to performance obligations in the contract Since our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated to that single performance obligation. 5) Recognize Revenue when or as the Company satisfies a performance obligation The Company recognizes revenue from the sale of frozen beverages when title and risk of loss passes, and the customer accepts the goods, which generally occurs at the time of delivery to a customer warehouse. Customer sales incentives such as volume-based rebates or discounts are treated as a reduction of sales at the time the sale is recognized. Shipping and handling costs are treated as fulfillment costs and presented in distribution, selling and administrative costs. The Company evaluated the requirement to disaggregate revenue and concluded that substantially all of its revenue comes from a single product, frozen beverages. Impairments We periodically evaluate whether the carrying value of long-lived assets has been impaired when circumstances indicate the carrying value of those assets may not be recoverable. The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the carrying value is not recoverable, the impairment loss is measured as the excess of the asset’s carrying value over its fair value. Share-based Compensation We account for share-based employee compensation plans under the fair value recognition and measurement provisions in accordance with applicable accounting standards, which require all share-based payments to employees, including grants of stock options and restricted stock units (RSUs), to be measured based on the grant date fair value of the awards, with the resulting expense generally recognized on a straight-line basis over the period during which the employee is required to perform service in exchange for the award. 19 Derivative Liability The Company evaluates its convertible instruments, options, warrants or other contracts to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted for under ASC Topic 815, “Derivatives and Hedging.” The result of this accounting treatment is that the fair value of any derivative is marked-to-market each balance sheet date and recorded as a liability. In the event the fair value is recorded as a liability, the change in fair value is recorded in the statement of operations as gain/loss from derivative liability. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. We analyzed the derivative financial instruments in accordance with ASC 815. The objective is to provide guidance for determining whether an equity-linked financial instrument is indexed to an entity’s own stock. This determination is needed for a scope exception which would enable a derivative instrument to be accounted for under the accrual method. The classification of a non-derivative instrument that falls within the scope of ASC 815-40-05 “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock” also hinges on whether the instrument is indexed to an entity’s own stock. A non-derivative instrument that is not indexed to an entity’s own stock cannot be classified as equity and must be accounted for as a liability. There is a two-step approach in determining whether an instrument or embedded feature is indexed to an entity’s own stock. First, the instrument’s contingent exercise provisions, if any, must be evaluated, followed by an evaluation of the instrument’s settlement provisions. The Company utilized the fair value standard set forth by the Financial Accounting Standards Board, defined as the amount at which the assets (or liability) could be bought (or incurred) or sold (or settled) in a current transaction between willing parties, that is, other than in a forced or liquidation sale. Results of Operations Results of Operation for Three Months Ended September 30, 2020 as Compared to the Three Months Ended September 30, 2019 Revenue and cost of revenue Revenue decreased $857,566 (55%) from $1,565,176 in 2019 to $707,610 in 2020. The overall revenue for the third quarter 2020 was lower due to decreased sales of both single serve and bulk product which was directly impacted by COVID-19. Our product continues to be distributed through all 72 of Sysco’s U.S. mainland distribution centers, as well as through new customers beyond the Sysco distribution network. Cost of revenue for 2020 was $423,942 as compared to $684,064 in 2019. Our gross profit was $278,553 (39.4%) and $851,207 (54.4%) for 2020 and 2019, respectively. Gross margins were lower in the third quarter due to product mix which included the launch of the new 8oz bottle and 5:1 juice concentrate. We anticipate that our gross profit percentage for the remainder of 2020 will be approximately 40% due to the composition of revenue from product sales at lower gross margins. Operating expenses Our operations were primarily directed towards increasing sales and expanding our distribution network. 20 Our general and administrative expenses decreased $685,050 (41%) from $1,661,258 in 2019 to $976,208 in 2020, with the improvement primarily driven by personnel and marketing and selling expenses resulting from lower headcount and the renegotiation of certain sales commission agreements. The following is a breakdown of our general and administrative expenses for the three months ended September 30, 2020 and 2019: three months ended September 30, 2020 three months ended September 30, 2019 Difference Personnel costs $ 370,010 $ 639,555 $ (269,545 ) Stock based compensation/options 45,692 67,135 (21,443 ) Legal and professional fees 29,680 61,641 (31,961 ) Travel 17,331 71,967 (54,636 ) Rent 19,813 19,609 204 Marketing and selling 55,194 61,402 (6,208 ) Consulting fees 9,005 53,207 (44,202 ) Director fees 50,000 51,275 (1,275 ) Research and development 147,738 127,123 20,615 Shipping and Storage 126,737 274,588 (147,851 ) Other expenses 105,008 233,756 (128,748 ) $ 976,208 $ 1,661,258 $ (685,050 ) Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest cost. Personnel cost decreased $269,545 (42%) from $639,555 to $370,010. Personnel costs in 2019 included $190,746 of expense related to the settlement of Deferred Executive Compensation. We had 24 full time employees at the end of the third quarter of 2019, and we currently have 17 full time employees. Stock based compensation is used as an incentive to attract new employees and to compensate existing employees. Stock based compensation includes stock issued and options granted to employees and non-employees. Stock based compensation for the current quarter was $45,692, a decrease of $21,443, or 32%, from the year ago quarter expense of $67,135. The Company issues additional stock options to its employees from time to time under its Equity Compensation Plan. Legal and professional fees decreased $31,961 (52%) from $61,641 in 2019 to $29,680 in 2020. The decrease was primarily due to renegotiated fees for legal services. We anticipate legal fees related to our business and financing activities to decrease as we have renegotiated arrangements with existing service providers. Travel expenses decreased $54,636 (76%) from $71,967 in 2019 to $17,331 in 2020. The decrease is primarily due to reduction in travel costs associated with terminated employees, tighter controls over sales territories, and reduced travel due to COVID-19. We anticipate that travel expenses for the remainder of this year will be comparable to the current quarter. Rent expense increased 1%, from $19,609 in the three months ended September 30, 2019, to $19,813 in the three months ended September 30, 2020. Rent expense is primarily for our location in Los Angeles, California. Rent expense for the Los Angeles office is approximately $6,500 per month. We lease office space at 3600 Wilshire Boulevard, Los Angeles, California pursuant to a new lease that commenced on April 1, 2019 and expires June 30, 2023. Marketing and selling expenses decreased $6,208 (10%) from $61,402 in 2019 to $55,194 in 2020. Lower marketing and selling expenses were primarily due to changes that were made to certain sales commission agreements. Consulting fees were $9,005 in 2020, as compared with $53,207 in 2019. The decrease of $44,202 was related primarily to sales consulting in 2019 which did not recur. Our consulting fees vary based on needs. We engaged consultants in the areas of finance during the quarter due to reduced headcount. The need for future consulting services will be variable. Director fees decreased $1,275 from $51,275 in 2019 to $50,000 in 2020. Annual director fees are anticipated at $50,000 per non-employee director. Research and development expenses increased $20,615 (16%) from $127,123 in 2019 to $147,738 in 2020. These expenses relate to the services performed by our Director of Manufacturing and Product Development, and consultants supporting that employee. The increase in research and development expense was primarily driven by a write down related to the launch of our 8oz bottle, offset by a reduction in labor hours for our development staff. Shipping and storage expense decreased $147,851 (54%) from $274,588 in 2019 to $126,737 in 2020. We anticipate that shipping and storage expense as a percentage of sales will reduce slightly during the balance of the year, as the Company is able to take advantage of more efficient distribution arrangements. 21 Other expenses decreased $128,748 from $233,756 in 2019 to $105,008 in 2020 which due to lower expenses related to insurance, moving expense and information technology. Other expenses consist of ordinary operating expenses such as investor relations, office, telephone, insurance, and stock related costs. We anticipate these expenses to be comparable for the balance of the year. We had operating losses of $836,384 and $949,789 for the three-month periods ended September 30, 2020 and 2019, respectively. The decrease of $113,405 or 12%, was primarily due to lower revenues, offset by lower General and Administrative expenses. The change in fair value of the derivative liability was a gain of $19,884 for the three months ended September 30, 2020, as compared to a gain of $704,798 for the three months ended of September 30, 2019. The decrease in the gain was due to the exercise of Convertible Notes and the change in the Company’s stock price. Interest expense for the three months ended September 30, 2020 was $61,757, as compared with $283,709 for the three months ended September 30, 2019. Interest relates to the unconverted portion of convertible debt in the amount of $1,071,000 that was issued on March 14, 2018, and in the unconverted portion of convertible debt in the amount of $235,200 that was issued on November 30, 2018. The interest rate of 10% remains unchanged on the convertible notes issued on November 30, 2018, however the interest rate on the convertible notes issued on March 14, 2018 has been modified to 15%. Interest expense includes amortization of $15,336 of the value of warrants issued with the convertible debt. We had net losses of $878,257 and $528,700 in the three-month periods ended September 30, 2020 and 2019. Results of Operation for Nine Months Ended September 30, 2020 as Compared to the Nine Months Ended September 30, 2019 Revenue and cost of revenue Revenue decreased $1,834,609 (49%) from $3,782,375 in 2019 to $1,947,766 in 2020. The decrease in revenue is primarily driven by the impact of COVID-19 on both bulk product served in the school channels and single serve product offered in restaurants, offset by revenues of our new 8oz Twist & Go product. Cost of revenue for 2019 was $1,584,033 as compared to $1,142,391 in 2020. Our gross profit was $790,658 (41%) and $2,136,957 (57%) for 2020 and 2019, respectively. Our gross profit was lower for the nine months ended September 30, 2020 due to lower margins on our new 8oz bottle and 5:1 juice concentrate, as well as some product write-downs. We anticipate that our gross profit percentage for the remainder of 2020 will be approximately 40% due to the composition of revenue from product sales at lower gross margins. Operating expenses Our operations were primarily directed towards increasing sales and expanding our distribution network. Our general and administrative expenses decreased $2,165,849 (40%) from $5,450,522 in the first nine months of 2019 to $3,284,673 for the first nine months of 2020, with the improvement primarily driven by lower personnel expenses resulting from the realignment of our sales force. The following is a breakdown of our general and administrative expenses for the nine months ended September 30, 2020 and 2019: nine months ended September 30, 2020 nine months ended September 30, 2019 Difference Personnel costs $ 1,217,690 $ 2,286,415 $ (1,068,725 ) Stock based compensation/options 240,216 338,683 (98,467 ) Legal and professional fees 273,177 255,389 17,788 Travel 69,167 282,834 (213,667 ) Rent 59,657 70,422 (10,765 ) Marketing and selling 192,006 366,937 (174,931 ) Consulting fees 69,193 86,706 (17,513 ) Director fees 150,000 181,612 (31,612 ) Research and development 326,892 400,108 (73,216 ) Shipping and Storage 356,270 616,862 (260,592 ) Other expenses 330,405 564,554 (234,149 ) $ 3,284,673 $ 5,450,522 $ (2,165,849 ) Personnel cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes and continues to be our largest cost. Personnel cost decreased $1,068,725 (47%) from $2,286,415 in 2019, to $1,217,690 in 2020. We had 24 full time employees, 1 part time employee and 1 consultant at the end of the third quarter of 2019, and we currently have 17 full time employees and 2 consultants. Stock based compensation is used as an incentive to attract new employees and to compensate existing employees. Stock based compensation includes stock issued and options granted to employees and non-employees. Stock compensation for the nine months ended September 30, 2020 was $240,216, a decrease of $98,467, or 29%, from the year ago period expense of $338,683. The decrease is primarily due to the reductions in our work force and the timing of equity grants. The Company issues additional stock options to its employees from time to time under its Equity Compensation Plan. 22 Legal and professional fees increased $17,788 (7%) from $255,389 in 2019 to $273,177 in 2020. The increase was primarily due to legal services related to co-packing agreements. We anticipate legal fees related to our business and financing activities to increase as our business continues to grow. Travel expenses were $282,834 in 2019 and decreased to $69,167 in 2020. Travel expenses are lower than 2019 due to our increased focus on controlling costs, tighter management of sales territories, and reduced travel due to COVID-19. Rent expense in 2020 is related to our headquarters, which is located in Los Angeles, California. During the first quarter of 2019, we occupied an office in Beverly Hills, California. Effective April 1, 2019, we relocated our headquarters office to our current location, at 3600 Wilshire Boulevard, Los Angeles, California pursuant to a new four-year lease, with monthly rental cost of $6,173. Rent expense for the Beverly Hills office was approximately $14,488 per month. Marketing and selling expenses decreased $174,931 (48%) from $366,937 in 2019 to $192,006 in 2020. Lower marketing and selling expenses were due to changes that were made to certain sales commission agreements. Consulting fees were $69,193 in 2020, as compared with $86,706 in 2019. Our consulting fees vary based on needs. We engaged consultants in the areas of sales and operations during the period. The need for future consulting services will be variable. Director fees decreased $31,612 from $181,612 in 2019 to $150,000 in 2020 due to the resignation of one director in 2019. Annual director fees are $50,000 per non-employee director. Research and development expenses decreased $73,216 (18%) from $400,108 in 2019 to $326,892 in 2020. These expenses relate to the services performed by our Director of Manufacturing and Product Development, consultants supporting that employee, a write down of 8 oz bottle product, and certain commissioning expenses at our contract manufacturing locations Shipping and storage expense decreased $260,592 (42%) from $616,862 in 2019 to $356,270 in 2020. We anticipate that shipping and storage expense as a percentage of sales will continue to improve during the balance of the year, as the Company is able to take advantage of more efficient distribution arrangements. Other expenses decreased $234,149 from $564,554 in 2019 to $330,405 in 2020. Other expenses consist of ordinary operating expenses such as investor relations, office, telephone, insurance, and stock related costs. We anticipate these expenses to be comparable for the balance of the year. We had operating losses of $2,936,392 and $3,810,354 for the nine-month periods ended September 30, 2020 and 2019, respectively. The improvement of $873,962 or 23%, was primarily due to lower General & Administrative expenses, offset by lower revenues and decreased margins. Gain/loss from derivative liability was a gain of $176,983 for the nine months ended September 30, 2020, as compared to a gain of $1,097,532 for the nine months ended of September 30, 2019. The decrease in the gain was due to the change in the Company’s stock price, modification of the terms of the Series CN1, and the conversion of convertible notes. Interest expense for the nine months ended September 30, 2020 was $420,634 and was $929,596 for the nine months ended September 30, 2019. Interest relates to remaining principal outstanding for convertible debt in the amount of $1,071,000 that was issued on March 14, 2018, and in the amount of $235,200 that closed during December, 2018, which bear interest at 15% and 10%, respectively. Interest expense includes amortization of $248,727 of the value of warrants issued with the convertible debt. We had net losses of $2,800,843 and $3,949,878 in the nine-month periods ended September 30, 2020 and 2019. 23 Liquidity and Capital Resources During the nine months ended September 30, 2020, we used cash for operations of $2,517,269 and purchased equipment for $40,873. We raised cash of $3,797,800 from the issuance of common stock. During the nine months ended September 30, 2019, we used $3,191,642 of cash for operations and purchased equipment for $418,456. We raised cash of $2,400,000 from the issuance of common stock and we raised cash from the exercise of warrants in the amount of $1,500,309. We have a history of operating losses and negative cash flow. As our operations grow, we expect to experience significant increases in our working capital requirements. Management has evaluated these conditions and concluded substantial doubt was mitigated due to measures taken by the Company to manage its cash burn rate, launch new products to offset the impact of COVID-19 on existing products, reduce General & Administrative expenses and Cost of Goods Sold. However, the Company cannot predict, with certainty, the outcome of its actions to preserve liquidity, including the accuracy of its financial forecast, the ability to sustain the current trend of cost cutting, the ability to raise additional capital or to extend the maturity date of the debt that is maturing in November 2021 and March 2022. As of September 30, 2020, we had $2,743,523 of cash and restricted cash on the balance sheet. We have continued to significantly reduce core operating expenses, reducing total General and Administrative Expense in the first nine months of 2020 by $2,165,849, or 40%, as compared with the first nine months of 2019. The Company’s forecast for the next twelve months reflects a continuation of the improvement in cash flow from operations as the Company continues to reduce operating expenses and increase contracts with school locations, and military bases, and anticipates the roll-out of a new product launch with the Twist & Go 8oz bottles. The Company has implemented cost reduction measures which will reduce cash expenses over the next twelve months, which includes reduced headcount. The savings in General and Administrative is estimated to yield $400,000 per year in cash savings. Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders. Item 3. Quantitative and Qualitative Disclosures About Market Risk. Not required because we are a smaller reporting company.