What changed in this filing

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Item 1A. Risk Factors

2021-04-14 compared with 2020-04-13 · 38 added, 45 removed, 426 unchanged (16% of the section changed)

6 unchanged sentences

risks and uncertainties actually occur, our business, prospects, financial condition or results of operations could be negatively

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 has begun to take 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.

We have noted restaurant chains

have closed operations and furloughed employees which would preclude our single serve products from being served at those establishments

for a number of weeks.

Furthermore, many school districts have closed regular attendance which could conceivably last to the end

of the school year.

This will directly impact the sales of our Bulk Product into that sales channel.

Our headquarters are located

in Los Angeles, California, where the entire state has been issued a “shelter in place”

order from the Governor of

Consequently, our staff in the headquarter office are working remotely until further notice.

At this point, we have

not experienced a disruption in the supply chain for manufacturing our products.

The developments surrounding COVID-19 remain

fluid and dynamic, and consequently, will require the Company to continue to monitor news headlines from government and health

officials, as well as, the business community.

impact of COVID-19 on the Company is constantly evolving on a daily and weekly basis.

The direct impact to our operations had

begun to take effect 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.

We have noted restaurant chains have closed operations and

furloughed employees which would preclude our single serve products from being served at those establishments for a number of

Furthermore, many school districts have closed regular attendance which could conceivably last to the end of the school

This has directly impacted the sales of our Bulk Product into that sales channel.

We are beginning to experience a disruption

in the supply chain for manufacturing our products due to COVID-19.

The developments surrounding COVID-19 remain fluid and dynamic,

and consequently, will require the Company to continue to monitor news headlines from government and health officials, as well

as, the business community.

Related to Our Business

162 unchanged sentences

re-evaluated our internal control over financial reporting and our disclosure controls and procedures and concluded that they

were not effective as of December 31, 2019, due to inadequate segregation of duties.

were not effective as of December 31, 2020.

material weakness is defined as a deficiency, or a combination of deficiencies, in internal control over financial reporting such

1 unchanged sentence

prevented or detected on a timely basis.

The material weakness we identified is inadequate segregation of duties.

Management has concluded that there is a material weakness due to the control environment.

The control environment is impacted due to the company’s inadequate segregation of duties.

Company is committed to remediating its material weaknesses as promptly as possible.

7 unchanged sentences

could result in material misstatements in our financial statements, which in turn could

have a material adverse effect on our financial condition and the trading price of our common stock and we could fail

to meet our financial reporting obligations.

have a material adverse effect on our financial condition and the trading price of our common stock and we could fail to

meet our financial reporting obligations.

in various food and supply costs, particularly fruit and dairy, could adversely affect our operating results.

191 unchanged sentences

are subject to penny stock regulations and restrictions and you may have difficulty selling shares of our common stock.

Our common stock is currently quoted on the

Our common stock is subject to the requirements of Rule 15(g)-9, promulgated under the Securities Exchange Act as long

as the price of our common stock is below $5.00 per share.

Under such rule, broker-dealers who recommend low-priced securities

to persons other than established customers and accredited investors must satisfy special sales practice requirements, including

a requirement that they make an individualized written suitability determination for the purchaser and receive the purchaser’s

consent prior to the transaction.

The Securities Enforcement Remedies and Penny Stock Reform Act of 1990 also requires

additional disclosure in connection with any trades involving a stock defined as a penny stock.

Generally, the Commission defines

a penny stock as any equity security not traded on a national exchange that has a market price of less than $5.00 per share.

required penny stock disclosures include the delivery, prior to any transaction, of a disclosure schedule explaining the penny

stock market and the risks associated with it.

Such requirements could severely limit the market liquidity of the securities and

the ability of purchasers to sell their securities in the secondary market.

common stock is currently quoted on the OTCQB.

Our common stock is subject to the requirements of Rule 15(g)-9, promulgated under

the Securities Exchange Act as long as the price of our common stock is below $5.00 per share.

Under such rule, broker-dealers

who recommend low-priced securities to persons other than established customers and accredited investors must satisfy special

sales practice requirements, including a requirement that they make an individualized written suitability determination for the

purchaser and receive the purchaser’s consent prior to the transaction.

The Securities Enforcement Remedies and Penny Stock

Reform Act of 1990 also requires additional disclosure in connection with any trades involving a stock defined as a penny stock.

Generally, the Commission defines a penny stock as any equity security not traded on a national exchange that has a market price

of less than $5.00 per share.

The required penny stock disclosures include the delivery, prior to any transaction, of a disclosure

schedule explaining the penny stock market and the risks associated with it.

Such requirements could severely limit the market

liquidity of the securities and the ability of purchasers to sell their securities in the secondary market.

we do not intend to pay dividends, shareholders will benefit from an investment in our common stock only if it appreciates in

12 unchanged sentences

● announcements

by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;

by us or our competitors of significant acquisitions, strategic partnerships, joint ventures

or capital commitments;

of new accounting standards affecting our industry;

or departures of key personnel;

● introduction

of new products by us or our competitors;

29 unchanged sentences

voting stock, unless the merger or combination is approved in a prescribed manner.

Unresolved Staff Comments.

principal executive offices are located at 3600 Wilshire Boulevard Suite 1720, Los Angeles, 90010.

1 unchanged sentence

leased this office space pursuant to a direct lease for $6,457 per month through March 31, 2023.

Legal Proceedings.

the Company nor its subsidiaries are party to or have property that is the subject of any material pending legal proceedings.

We may be subject to ordinary legal proceedings incidental to our business from time to time that are not required to be disclosed

under this Item 1.

Mine Safety Disclosures.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1A. Risk Factors