What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-03-10 compared with 2021-04-14 · 32 added, 479 removed, 13 unchanged (98% of the section changed)

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock is currently traded on the OTCQB under the symbol “BRFH”.

Our common stock had been quoted on the OTC

Bulletin Board since July 27, 2011 under the symbol MVBX.

Effective February 29, 2012, our symbol changed to BRFH based on the

forward split and name change.

On March 21, 2012, our common stock was delisted to Pink Sheets.

On January 21, 2014, we registered

our common stock under Section 12(g) of the Exchange Act.

The following table sets forth the range of high and low bid quotations

for the applicable period.

These quotations as reported by the OTCQB reflect inter-dealer prices without retail mark-up, markdown

or commissions and may not necessarily represent actual transactions.

Quarter Ended

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

common stock is currently traded on the Nasdaq’s Capital Market under the symbol “BRFH”.

Our common stock had been

quoted on the Nasdaq’s Capital Market since January 20, 2022.

Prior to January 20, 2022, our common stock was quoted on the OTCQB.

Effective December 29, 2021, we effected a 1-for-13 reverse stock split.

The following table sets forth the range of high and low bid

quotations for the applicable periods, as adjusted for the reverse stock split.

These quotations as reported by the Nasdaq Capital Market

reflect inter-dealer prices without retail mark-up, markdown or commissions and may not necessarily represent actual transactions.

Bid Quotation

Financial Quarter Ended

December 31, 2021

September 30, 2021

June 30, 2021

March 31, 2021

December 31, 2020

September 30, 2020

June 30, 2020

March 31, 2020

March 3, 2022, there were 12,917,246 shares of our common stock outstanding.

Our shares of common stock are held by 102 stockholders

The number of record holders was determined from the records of our transfer agent and does not include beneficial

owners of common stock whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

The number of record holders was determined from the records of our transfer agent and does not include beneficial owners

of common stock whose shares are held in the names of various security brokers, dealers and registered clearing agencies.

Sales of Unregistered Securities

were no sales of equity securities during the period covered by this Annual Report that were not registered under the Securities

Act that were not included in a Quarterly Report on Form 10Q or a Current Report on Form 8-K.

the fourth quarter of 2021, we issued 7,922 shares of common stock as compensation to two of our directors, valued at $50,000.

upon the exemption from registration contained in Section 4(a)(2) of the Securities Act, as both the directors had the requisite sophistication

and financial ability to bear risks of investing in our common stock and are highly knowledgeable about the Company, and there was no

general solicitation and no commission or remuneration was paid in connection with the issuance.

of Equity Securities by the Company

1 unchanged sentence

Authorized for Issuance Under Equity Compensation Plans

following table provides information, as of December 31, 2020, with respect to equity securities authorized for issuance under

our equity compensation plans:

of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted-Average

Exercise Price of Outstanding Options, Warrants and Rights (b)

of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column

compensation plans approved by security holders

compensation plans not approved by security holders

following table provides information, as of December 31, 2021, with respect to equity securities authorized for issuance under our equity

compensation plans:

Plan Category

Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (a)

Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)

Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (excluding securities reflected in Column (a))(c)

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

transfer agent, Action Stock Transfer, is located at 2469 E.

3 unchanged sentences

applicable because we are a smaller reporting company.

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

information and financial data discussed below is derived from the audited financial statements of Barfresh for its fiscal year

ended December 31, 2020 and for the fiscal year ended December 31, 2019.

The financial statements of Barfresh were prepared and

presented in accordance with generally accepted accounting principles in the United States.

The information and financial data

discussed below is only a summary and should be read in conjunction with the historical financial statements and related notes

of Barfresh contained elsewhere in this Annual Report.

This discussion and analysis may contain forward-looking statements based

on assumptions about our future business.

Our actual results could differ materially from those anticipated in these forward-looking

statements as a result of certain factors.

See “Cautionary Note Regarding Forward Looking Statements”

discussion of forward-looking statements and the significance of such statements in the context of this Annual Report.

Company’s products are made in four formats.

The first is in portion controlled single serving beverage ingredient packs,

suitable for smoothies, shakes and frappes that can also be utilized for cocktails and mocktails.

These packs contain all of the

ingredients necessary to make a smoothie, shake or frappe, including the ice.

Simply add water, empty the packet into a blender,

blend and serve.

The second format is the bulk “Easy Pour”

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”

The third format is the Company’s

new WHIRLZ 100% Juice Concentrates.

These new 5:1 juice concentrates are a perfect complement to the company’s current existing

1:1 bulk Easy Pour products used in beverage dispensing equipment.

The fourth format is the Company’s new

ready-to-drink bottled smoothie, “Twist & Go”™, This sweet fruit and creamy yogurt smoothie contains four

ounces of yogurt and a half-cup of fruit/fruit juice and comes in two different flavors.

and international patents and patents pending are owned by Barfresh, as well as related trademarks for all of the single serve

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.

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.

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.

2, 2019, the exclusive distribution agreement with Sysco expired, opening the possibility to expand distribution with other distributors

outside of the Sysco system.

2016 and 2017 the Company announced that it had signed supply agreements with several of the major global on-site foodservice

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 Barfresh 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.

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 the Barfresh 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.

utilizes contract manufacturers to manufacture all of the products in the United States.

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.

February 14, 2018, the Company announced the private placement of convertible notes with gross proceeds of $4.1 million The closing

of the first 60% of this amount occurred between March 12 and 22, 2018, after notice was issued by the Company that it had entered

into a material agreement or series of related agreements with a national account for the sale of its products into approximately

1,000 new locations.

The remaining 40% of the principal amount was to be received upon achieving a second milestone, which is

entering into a material agreement or series of related agreements with a national account for the sale of its products into approximately

2,500 new locations.

During November of 2018 the Company and several of the Convertible Note investors agreed to amend the definition

of Milestone 2 to allow for the funding the remaining 40% of the principal amount upon the Company receiving approval from a National

Restaurant Chain with over 2,500 for the rollout of its products.

Such approval was received during the fourth quarter of 2018,

and the Company received an additional $1.4 million of convertible note proceeds.

convertible notes are unsecured and have (i) a two-year term, (ii) a 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

The investor’s 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.

If any principal amount remains outstanding after the one-year anniversary of the closing, investors will be granted

an additional warrant with identical terms.

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.

After the initial private placement, investors were offered the

opportunity to accelerate the issuance of the additional warrant by increasing their convertible note investment by 10% to 20%.

After the close of the first quarter 2018, a number of investors took advantage of this acceleration opportunity, resulting in

an increase in the amount of the total convertible note by $177,300 and the issuance of 930,332 additional warrants.

fourth quarter 2018, four of the convertible note investors elected to convert their notes into stock, with a total of $453,000

of convertible debt, plus accrued interest being converted into stock.

the fourth quarter of 2018, one investor exercised 833,333 N warrants for cash, at $0.45 per share.

$221,918 of the proceeds of

that transaction were used to pay down a short term note payable, held by the same investor, in the amount of $200,000, plus accrued

The balance of the proceeds of the N warrant exercise, in the amount of $153,082 were received by the Company.

the first quarter of 2019, the Company completed additional funding, including a Private Placement Offering for common shares

priced at $0.60 per share, resulting in the receipt of capital investment in the amount of $2.4 million and the issuance of 4,000,000

In addition, during the first quarter of 2019 the Company offered to reduce the exercise price on its I Warrants from

$1 to $0.60, for a limited time.

During the time this offer was open, I Warrant holders converted 2,841,454 warrants at $0.60,

resulting in the receipt of capital investment in the amount of $1.7 million.

In addition, during the first quarter of 2019, one

investor exercised G series warrants, resulting in the receipt of capital investment in the amount of $180,000, and the issuance

of 300,000 shares.

In total, during the first quarter of 2019 the Company raised $4.3 million and issued 7,141,454 shares, and

no additional warrants were issued.

March 23, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50

per share (subject to adjustment) resulting in the receipt of proceeds in the amount of $3,825,000 million and the issuance of

7,650,000 shares.

The investors of this Private Placement Offering were granted O warrants which are 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 5,322,868 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.

addition, the Company obtained a 24 month extension on $1,071,000 in 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.

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

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.

we have 12 employees and 3 consultants.

Accounting Policies

financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America

(“GAAP”).

accordance with ASC 606, “Revenue from Contracts with Customers”, revenue is recognized when a customer obtains ownership

of promised goods.

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:

the contract with a customer

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.

the performance obligation in the contract

obligations promised in a contract are identified based on the goods or that will be transferred to the customer.

Company, this consists of the delivery of frozen beverages, which provide immediate benefit to the customer.

the transaction price

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.

the transaction price to performance obligations in the contract

our contracts contain a single performance obligation, delivery of frozen beverages, the transaction price is allocated

to that single performance obligation.

Revenue when or as the Company satisfies a performance obligation

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.

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

issue debt that may have separate warrants, conversion features, or no equity-linked attributes.

When we issue debt with warrants,

we determine the value of the warrants using the Black-Scholes Option Pricing Model (“Black-Scholes”) using the stock

price on the date of issuance, the risk free interest rate associated with the life of the debt, and the estimated volatility

of our stock.

When we issue debt with a conversion feature, we must first assess whether the conversion feature meets the requirements

to be treated as a derivative.

If the conversion feature within convertible debt meets the requirements to be treated as a derivative,

we estimate the fair value of the convertible debt derivative using Black-Scholes upon the date of issuance, using the stock price

on the date of issuance, the risk free interest rate associated with the life of the debt, and the estimated volatility of our

If the conversion feature is not treated as a derivative, we assess whether it is a beneficial conversion feature (“BCF’).

A BCF exists if the conversion price of the convertible debt instrument is less than the stock price on the commitment date.

typically occurs when the conversion price is less than the fair value of the stock on the date the instrument was issued.

value of a BCF is equal to the intrinsic value of the feature, the difference between the conversion price and the common stock

into which it is convertible.

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

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.

of Operations

and cost of revenue

decreased $1,739,238, or -40%, from $4,306,785 in 2019 to $2,567,547 in 2020.

The overall revenue for 2020 was lower due to decreased

sales of both single serve and bulk product which was directly impacted by COVID-19.

of revenue for 2020 was $1,784,537 as compared to $1,928,210 in 2019.

Our gross profit was $764,072 (30%) and $2,313,209 (54%)

for 2020 and 2019, respectively.

This decline was mainly driven by the COVID 19 pandemic in 2020.

In addition, gross margins were

lower due to product mix which included the launch of the new 8oz bottle and 5:1 juice concentrate.

Also contributing to the lower

gross profit were inventory price and quantity adjustments along with higher customer rebates.

Depreciation from manufacturing

equipment was $18,938 and $65,366 for December 31, 2020 and 2019, respectively.

operations were primarily directed towards increasing sales and expanding our distribution network.

general and administrative expenses decreased $2,470,590 (36%) from $6,850,566 in 2019 to $4,379,976 in 2020, with the improvement

driven by lower personnel expenses resulting from reduced headcount, reduced marketing and selling expense from a renegotiated

distribution agreement.

The following is a breakdown of our general and administrative expenses for the years 2020 and 2019.

based compensation/options

and professional fees

and development

cost represents the cost of employees including salaries, bonuses, employee benefits and employment taxes for the years 2020 and

2019 and continues to be our largest cost.

Personnel cost decreased $1,256,271 (44%) from $2,837,685 to $1,581,414.

2019 we had 17 full time employees, and we currently have 12 full time employees.

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.

Stock compensation for the year ended December 31, 2020 was $276,641,

an increase of $51,615, or 23%, from the year ended December 31, 2019 expense of $225,026.

The increase is primarily due to changes

in our workforce and the timing of equity grants.

The Company issues additional stock options to its employees from time to time

under its Equity Compensation Plan.

and professional fees decreased 2%, or $5,108, from $305,155 in 2019 to $300,047 in 2020.

The decrease was primarily due to reduced

legal services required.

We anticipate legal fees related to our business and financing activities to decrease as we have renegotiated

arrangements with existing service providers.

expenses decreased $271,886 (76%) from $358,455 in 2019 to $86,569 in 2020.

The decrease is primarily due to reduced travel associated

with terminated employees and COVID restrictions.

We anticipate that travel expenses for 2021 will increase compared to the current

year as business resume after COVID restriction lifted.

expense decreased $10,414 (11%), from $92,608 in 2019, to $82,194 in 2020.

Rent expense is primarily for our location in Los Angeles,

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 March 31, 2023.

and selling expenses decreased $363,057 (64%) from $568,107 in 2019 to $205,050 in 2020.

Lower marketing and selling expenses

were primarily due to lower percentage commission associated with a renegotiated distribution agreement.

fees decreased $43,081 (36%), from $118,971 in 2019, to $75,890 in 2020.

The decrease was due primarily to services related to

consulting to improve sales operations.

Our consulting fees vary based on needs.

We engaged consultants in the areas of sales

operations during both 2020 and 2019.

The need for future consulting services will be variable.

fees decreased $57,886, or 24%, from $245,386 in 2019 to $187,500 in 2020 due to director and officer insurance premiums.

director fees are anticipated at $50,000 per non-employee director.

and development expenses decreased $23,246 (4%) from $538,391 in 2019 to $515,145 in 2020 due to reduced product development activity

with national accounts and fewer market tests.

These expenses relate to the services performed by our Director of Manufacturing

and Product Development, and consultants supporting that employee.

These activities are primarily directed towards to development

of new products.

and storage expense decreased $262,772 (35%) from $751,237 in 2019 to $488,465 in 2020.

This improvement is primarily due to the

growth of the scale of our business, and the corresponding cost savings associated with freight movement.

We anticipate that shipping

and storage expense as a percentage of sales will continue to reduce in the future, as the Company continues to take advantage

of more efficient distribution arrangements.

expenses consist of ordinary operating expenses such as investor relations, office, telephone, insurance, and stock related costs.

Other expense decreased $228,485, from $809,545 in 2019 to $581,061 in 2020, driven mainly by equipment repair, recruiting,

and insurance expense.

(income)/expenses

expense decreased $734,119 (60%) from $1,213,263 in 2019 to $479,144 in 2020.

This decrease is due to the conversion and repayment

of $2,005,366 of convertible notes during 2020.

change in fair value of the derivative liability resulted in gains of $156,540 and $1,114,625 for the years ended December 31,

2020 and 2019, respectively.

The gain was driven by the decrease in the stock price of 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.

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.

warrant modification was revalued at February 22, 2019 with a value of $849,505.

The difference in fair value immediately before

and after the modification of the warrant resulted in a loss of $307,460.

There was no warrant modification in 2020.

had net losses of $4,152,506 and $5,593,302 for the years 2020 and 2019, respectively.

This reduction in net loss, in the

amount of $1,440,796, or 26%, is primarily attributable to the same factors that drove the improvement in operating losses,

partially offset by certain non-cash charges, including higher interest, warrant modification, and gain from derivative liability,

Also due to COVID-19, there were reductions in personnel, travel, marketing and selling costs.

and Capital Resources

of December 31, 2020, we had a working capital surplus of $1,196,741 as compared with a working capital surplus of $146,337 at

December 31, 2019.

The increase in working capital surplus is primarily due to higher available cash with the issuance of stock

for capital raise of $3,825,000 and the Paycheck Protection Program loan proceeds of $568,131, and increased accrued expenses,

offset by higher inventory and account receivables.

Company was granted a $568,131 loan under the Paycheck Protection Program (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 year ended December 31, 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

Subsequent to December 31, 2020 the Company received an addition loan of $568,131 which is not reflected in our consolidated

financial statements.

the year ended December 31, 2020, we used cash of $3,197,782 in operations, $59,662 for the purchase of equipment, and

$14,526 for patents and trademarks.

The Company received $3,797,800 in cash for issuance of stock, $568,131 for an SBA PPP loan,

and paid $56,692 in operating leases, $12,008 in debt issuance costs, and $157,366 in short term debt.

liquidity needs will depend on how quickly we are able to profitably ramp up sales, as well as our ability to control and reduce

variable operating expenses, and to continue to control and reduce fixed overhead expense.

the first quarter of 2019, the Company completed additional funding including a Private Placement Offering for common shares priced

at $0.60 per share, resulting in the receipt of capital investment in the amount of $2.4 million and the issuance of 4,000,000

In addition, during the first quarter of 2019 the Company offered to reduce the exercise price on its I Warrants from

$1 to $0.60, for a limited time.

During the time this offer was open, I Warrant holders converted 2,841,454 warrants at $0.60,

resulting in the receipt of capital investment in the amount of $1.7 million.

In addition, during the first quarter of 2019, one

investor exercised G series warrants, resulting in the receipt of capital investment in the amount of $180,000, and the issuance

of 300,000 shares.

In total, during the first quarter of 2019 the Company has raised $4.3 million and issued 7,141,454 shares,

and no additional warrants.

March 23, 2020, the Company completed additional funding, including a Private Placement Offering for common shares priced at $0.50

per share (subject to adjustment) resulting in the receipt of proceeds in the amount of $3.825 million and the issuance of 7,650,000

The investors of this Private Placement Offering were granted O warrants which are 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 5,322,868 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.

addition, the Company obtained a 24 month extension on $1,071,000 in 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.

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

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.

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 began to take effect at the close of the first quarter ended March 31, 2020.

Specifically, our business

was impacted by the dining bans targeted at restaurants to reduce the size of public gatherings.

restaurant chains have closed operations and furloughed employees which precluded our single serve products from being

served at those establishments for extended periods of time throughout 2020 and still in part in many locations.

many school districts closed regular attendance for most of the school year.

This directly impacted the sales of

our Bulk Product into that sales channel.

We have begun to see various channels begin to open up at varying degrees due to

local restrictions, although it is still a long way from pre-COVID levels of operation.

As the market begins to come back online,

we are beginning to experience some disruption in the supply chain and freight for manufacturing and distribution

of 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.

operations to date have been financed by the sale of securities, the issuance of convertible debt and the issuance of short-term

debt, including related party advances.

If we are unable to generate sufficient cash flow from operations with the capital raised

we will be required to raise additional funds either in the form of equity or in the form of debt.

There are no assurances that

we will be able to generate the necessary capital to carry out our current plan of operations.

have entered into a direct lease for new premises covering the period April 1, 2019 to March 31, 2023.

The aggregate minimum

requirements under the non-cancellable direct lease as of December 31, 2020 is $178,620.

Sheet Arrangements

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.

Quantitative and Qualitative Disclosures About Market Risk.

applicable because we are a smaller reporting company.

Financial Statements and Supplementary Data.

consolidated financial statements are included beginning immediately following the signature page to this report.

for a list of the consolidated financial statements included herein.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

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 5. Market for Registrant’s Common Equity