What changed in this filing

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Item 1A. Risk Factors

2026-04-15 compared with 2025-07-11 · 925 added, 912 removed, 87 unchanged (95% of the section changed)

Risk Factors.

You should carefully consider the

risks described below as well as other information provided to you in this document, including information in the section of this document

entitled “Cautionary Note Concerning Forward Looking Statements.” If any of the following risks actually occur, the Company’s

business, financial condition or results of operations could be materially adversely affected, the value of the Company’s Common

Stock could decline, and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

You should carefully consider the risks described

below as well as other information provided to you in this document, including information in the section of this document entitled “Cautionary

Note Concerning Forward Looking Statements.” If any of the following risks actually occur, the Company’s business, financial

condition or results of operations could be materially adversely affected, the value of the Company’s Common Stock could decline,

and you may lose all or part of your investment.

RISKS RELATED TO OUR BUSINESS

Risks Related to our Financial Condition

Our auditors have included an explanatory paragraph

in their opinion regarding our ability to continue as a going concern.

If we are unable to continue as a going concern, our securities

will have little or no value.

Rose, Snyder & Jacobs LLP,

our independent registered public accounting firm for the fiscal year ended December 31, 2024, has included an explanatory paragraph in

their opinion that accompanies our audited consolidated financial statements as of and for the year ended December 31, 2024, indicating

that our current liquidity position raises substantial doubt about our ability to continue as a going concern.

If we are unable to improve

our liquidity position, we may not be able to continue as a going concern.

We have sustained recurring

losses and we have had working capital and stockholders’ equity deficits.

These prior losses and expected future losses have

had, and will continue to have, an adverse effect on our financial condition.

In addition, continued operations and our ability to

continue as a going concern may be dependent on our ability to obtain additional financing in the near future and thereafter, and

there are no assurances that such financing will be available to us at all or will be available in sufficient amounts or on

reasonable terms.

Our financial statements do not include any adjustments that may result from the outcome of this uncertainty.

we are unable to generate additional funds in the future through sales of our products, financing or from other sources or

transactions, we will exhaust our resources and will be unable to continue operations.

If we cannot continue as a going concern, our

shareholders would likely lose most or all of their investment in us.

Management recognizes that it may

be required to obtain additional resources via issuances of indebtedness or equity to successfully execute its business plans.

No assurances

can be given that management will be successful in raising additional capital, if needed, or on acceptable terms.

These conditions raise

substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

These financial statements

do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities

that might be necessary should the Company be unable to continue as a going concern.

Material weaknesses in our internal

control over financial reporting may cause us to fail to timely and accurately report our financial results or result in

a material misstatement of our consolidated financial statements.

A significant deficiency

and material weakness exists over our financial reporting.

We continue to implement and evaluate the

effectiveness of additional policies and procedures to address identified control deficiencies in the design and operation of

our internal control over financial reporting, as further described in Item 9A of this Annual Report

(“Controls and Procedures”).

A material weakness is a deficiency, or a combination of deficiencies,

in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of

our consolidated financial statements will not be prevented or detected on a timely basis.

Management identified a material weakness

in the Company’s internal controls related to dedicated services billing and revenue recognition, and has taken actions in

2025 to have the material weakness remediated.

To note, the significant deficiency and material weakness over our financial

reporting or the discovery of additional significant deficiencies or a material weakness and their possible effect on our results,

could have material and adverse effect on our stock price.

If we are unable to continue as a going concern, our stockholders

will lose all or some of their investments.

Rose, Snyder & Jacobs LLP, our independent registered

public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies

our audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that our current liquidity position

raises substantial doubt about our ability to continue as a going concern.

If we are unable to improve our liquidity position, we may

not be able to continue as a going concern.

This has continued as of the date of this Report.

We have sustained recurring losses and we have had

working capital and stockholders’ equity deficits.

These prior losses and expected future losses have had, and will continue to

have, an adverse effect on our financial condition.

In addition, continued operations and our ability to continue as a going concern may

be dependent on our ability to obtain additional financing in the near future and thereafter, and there are no assurances that such financing

will be available to us at all or will be available in sufficient amounts or on reasonable terms.

Our financial statements do not include

any adjustments that may result from the outcome of this uncertainty.

If we are unable to generate additional funds in the future through

sales of our products, financing or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.

In order to continue and fund its operations, the

Company will be required to obtain additional resources through sales and issuances of equity to successfully execute its business plans

and keep the Common Stock listed on the NYSE American.

No assurances can be given the Company will be successful in raising additional

capital, if needed, or on acceptable terms.

Sales of Common Stock or Common Stock equivalents would have the effect of diluting existing

stockholders.

If we are unable to raise the necessary capital on favorable terms, within the timeframes needed or at all, we could be

forced to cease operations, and you could lose all or some of your investment.

Because we lack the required $6 million of minimum

stockholders’ equity currently as well at December 31, 2025, our Common Stock may be delisted by the NYSE American .

On April 7, 2025, the NYSE American notified the Company

that as a result of its failure to comply with the applicable continued listing rules including maintaining the required minimum stockholders’

equity, it determined to commence proceedings to delist the Company’s Common Stock from the exchange.

The Company appealed the determination.

On June 25, 2025, we acquired our Water Assets by

issuing the Seller shares of our Series C Convertible Preferred Stock.

The Series C contains a stated value of $20 million.

Under Generally

Accepted Accounting Principles, we accounted for this issuance by including $20 million of non-current assets on our balance sheet.

April 14, 2026, the Company rescinded the transaction and canceled the Series C in accordance with the provisions of the Asset Purchase

Agreement, effective December 31, 2025.

If we can complete the acquisition of Medterra, we expect we will have stockholders’ equity

substantially above the $6 million minimum requirement.

We cannot assure you that we will complete the acquisition of Medterra or that

the NYSE American will permit our Common Stock to remain listed both prior to the planned closing and after the closing of the Medterra

Because we lack the capital to acquire inventory

and market our products, we have generated no revenue in 2025 after the three months ended March 31, 2025, making our ability to remain

in operation more difficult, and there are substantial doubts as to our ability to continue as a going concern.

As reflected in this the consolidated financial statements

contained in this Report, we had only $442,732 in net revenues for the year ended December 31, 2025.

did not generate any revenue in fiscal year 2025 after the three months ended March of 2025 due to a lack of operating capital

which has hindered the Company’s ability to generate sales since that time.

In order to generate material revenue, we estimate requiring

at least $2,000,000 of working capital in order to acquire inventory and re-commence minimal operations.

This does not include our plans

for the Chispo tequila business which will require substantial additional capital.

Specifically, management estimates needing approximately

$500,000 to achieve its full year goals.

In addition, we need approximately $3 million in working capital to grow our business, pay our

current management, including benefits, an accounting consultant and the public company costs we are required to pay.

We have also entered into the Letter of Intent with Medterra contemplating

a potential business combination with that entity.

Assuming we enter into a definitive Agreement with Medterra and close the acquisition,

we expect we will need approximately $10,000,000 to pay its indebtedness and the income taxes of Medterra’s investors and are working

with capital partners and investors to attempt to raise an additional $25,000,000 at or subsequent to the closing of the proposed transaction

to expand Medterra’s existing operations and sales inclusive of their participation in the recently launched federal CMS pilot program,

additional working capital, and reserves.

See “Risk Factors - Risks Related to.

Our Business.”

Our lack of cash resources has prevented us from carrying

on our commercialization activities.

In addition, our lack of working capital has prevented us from marketing our products.

Further, even

if we can access the necessary capital, the Company must determine whether and what extent to invest such capital into various aspects

of our business, including recommencing sales of beverage products, and we may be unsuccessful in developing and executing a business

plan in this regard.

Unless we raise enough money to not only pay our ongoing general and administrative expenses but also market our

products and purchase inventory, we will not be able to remain operational.

We have experienced recurring losses from operations

and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses in the future.

We have experienced recurring losses

from operations and negative cash flows from operating activities.

We expect to continue to incur significant expenses related to our

ongoing operations and generate operating losses for the foreseeable future.

The size of our losses will depend, in part, on the rate

of future expenditures, our ability to execute on our acquisition strategy and our ability to generate revenues.

We incurred a net loss

of $23.8 million

for the year ended December 31, 2 024 .

Our accumulated deficit increased to $ 155.8

million as of December 31, 2 024 , compared to the prior year’s deficit of $133.3

We may encounter unforeseen expenses,

difficulties, complications, delays, and other unknown factors that may adversely affect our financial condition.

Our prior losses and

expected future losses have had, and will continue to have, an adverse effect on our financial condition.

If our products do not achieve

sufficient market acceptance and our revenues do not increase significantly, we may never become profitable.

Even if we achieve profitability

in the future, we may not be able to sustain profitability in subsequent periods.

Our failure to become and remain profitable would decrease

the value of our company and could impair our ability to raise capital, expand our business, diversify our product offerings or continue

our operations.

and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses before reaching

profitability.

We have experienced recurring losses from operations and negative cash flows

from operating activities.

We expect to continue to incur significant expenses related to our ongoing operations and generate operating

losses for the foreseeable future.

The size of our losses will depend, in part, on the rate of future expenditures, our ability to execute

our business plan and our ability to generate revenues.

We incurred a net loss from continuing operations of approximately $25.2

million including $14.2 million of non-cash items for the year ended December 31, 2025.

We may encounter unforeseen expenses, difficulties,

complications, delays, and other unknown factors that may adversely affect our financial condition.

Our prior losses and expected future

losses have had, and will continue to have, an adverse effect on our financial condition.

If our products do not achieve sufficient market

acceptance and we do not generate significant revenues, we may never become profitable.

Even if we achieve profitability in the future,

for which we can provide no assurance, we may not be able to sustain profitability in subsequent periods.

Our failure to become and remain

profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product

offerings or continue our operations.

A decline in the value of our Company could cause you to lose all or part of your investment.

If we are not able to successfully execute on

our future operating plans and objectives, our financial condition and results of operation may be materially adversely affected, and

we may not be able to continue as a going concern.

It is important that we meet our

sales goals and increase sales going forward as our operating plan already reflects prior significant cost containment measures and may

make it difficult to achieve top-line growth if further significant reductions become necessary.

If we do not meet our sales goals, our

available cash and working capital will decrease and our financial condition will be negatively impacted.

In order to be successful, we believe

that we must, among other things:

increase the sales volume and gross margins for our products and those that we will acquire;

maintain efficiencies in operations;

manage our operating expenses to sufficiently support operating activities;

maintain fixed costs at or near current levels;

avoid significant increases in variable costs relating to production, marketing and distribution.

We may not be able to meet

these objectives, which could have a material adverse effect on our results of operations.

We have incurred significant operating

expenses in the past and may do so again in the future and, as a result, will need to increase revenues in order to improve our

results of operations.

Our ability to increase sales will depend primarily on success in expanding our current markets, improving

our distribution base, entering into Direct-To-Retail (DTR) arrangements with national accounts, and introducing new brands,

products or product extensions to the market.

Our ability to successfully enter new distribution areas and obtain national accounts

will, in turn, depend on various factors, many of which are beyond our control, including, but not limited to, the continued demand

for our brands and products in target markets, the ability to price our products at competitive levels, available positions within

the retailer’s planograms, the ability to establish and maintain relationships with distributors in each geographic area of

distribution and the ability in the future to create, develop and successfully introduce one or more new brands, products, and

product extensions.

strategic initiatives including acquisitions and divestitures may not be successful and may divert our management’s attention away

from operations and could create general customer uncertainty.

growth strategy is based in part on growth through strategic initiatives including both acquisitions and divestitures, which poses a number

We may not be successful in identifying appropriate acquisition candidates, achieving targeted values as part of a disposition,

consummating an acquisition or divestiture on satisfactory terms, integrating any newly acquired or expanded business with our current

operations, or separating a divested business or commingled operation effectively.

We may issue additional equity, incur long-term or

short-term indebtedness, spend cash or use a combination of these for all or part of the consideration paid in future acquisitions or

expansion of our operations, which may not be available to us on terms we find advantageous or acceptable, if at all.

In addition, subject

to any requirements in the agreements governing our outstanding indebtedness, we may have significant discretion in how we employ the

consideration received in a divestiture and our management may not apply such consideration in a way that is ultimately accretive to our

We may become subject to litigation in connection

with our cancellation of the Series C that we had previously issued under the Asset Purchase Agreement related to certain water assets.

Following the cancellation of

the Series C that we had previously issued to the Seller under the Asset Purchase Agreement related to certain water assets located in

Costa Rica, the Seller may determine to sue us challenging our position with respect to such cancellation.

Specifically, Section 1.04

of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million

in cash, and further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the

Series C to be “null, void, and of no further force or effect.” As a result, the Company cancelled the Series C effective

December 31, 2025.

While the Company believes that it has adequate evidence demonstrating that the Seller failed to comply with either

requirement, the Seller may nonetheless seek to sue the Company claiming that the Company was not entitled to cancel the Series C.

resulting litigation which may arise from the foregoing could require us to incur significant costs and expenses, subject us to uncertainty

with respect to our outstanding capital stock and any potential future transactions (including the potential business combination with

Medterra), and divert our limited personnel and resources away from operational matters and strategic initiatives.

Risks Related to our

If we are unable to enter

into a definitive agreement and close an acquisition of Medterra following our entry into a non-binding Letter of Intent on March 4, 2026

as described elsewhere in this Report, the Company and its stockholders will not receive the anticipated and intended benefits of such

acquisition, and the Company would be forced to pursue alternative acquisitions or strategic transactions.

As disclosed elsewhere in this Report, we recently

entered into a Letter of Intent with Medterra, a leading manufacturer and multi-brand operator of cannabinoid wellness products.

to the Letter, the parties agreed in principal on the terms of a potential business combination between Medterra and the Company, subject

to due diligence and execution of a definitive written agreement and other applicable agreements, receipt of the 2025, audited financial

statements of Medterra and customary closing conditions.

In addition, the Company needs approximately $10.4 million of cash to close the

The proposed terms for the transaction represent an enterprise value of Medterra of $37.6 million or the issuance of approximately

54,400,000 shares of Common Stock, which assumes repayment of its outstanding debt.

This would represent substantial dilution to the Company’s

existing stockholders.

While the closing of the

acquisition would result in us becoming the parent holding company of a leading manufacturer and seller of cannabinoid products, the closing

may not occur, including due to regulatory challenges arising from cannabis laws and the NYSE American requirements, our ability to raise

the necessary cash and negotiate the definitive agreement, due diligence, the appearance of a competitive bid from another prospective

purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close, and other

events and requirements that may not occur on favorable terms or at all and subject any potential transaction to substantial uncertainty.

The Letter is non-exclusive and does not provide us with any recourse if Medterra were to decline to move forward with a transaction with

The Letter also envisions us being required to raise a substantial amount of additional capital shortly following the closing of the

business combination, which would further dilute our existing stockholders and could subject us to onerous terms that harm our ability

to operate or pursue strategic transactions and alternatives.

Even if we do acquire Medterra and raise the necessary capital to fund post-transaction

operations in the future, there can be no assurance that such a development will yield the intended or expected benefits, result in sustained

increases in prices and or volume of trading in our Common Stock, or otherwise create a meaningful return on investment or value to our

stockholders.

Further, if we fail to enter

into a definitive written agreement or a business combination does not close, all of the time and capital resources expended by the Company

in such pursuit of such a transaction may be lost and unrecoverable by the Company or its stockholders.

Unanticipated issues which may

be beyond our control or that of the seller may arise that force us to suspend our pursuit of the target, including those referred to

elsewhere herein.

Such risks are inherent in any search for a new business and investors should be aware of them before investing in an

enterprise such as ours.

Our strategic initiatives

including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations, and

could create general customer uncertainty.

We have begun to explore

strategic alternatives to our beverage business.

Our growth strategy is based in part on growth through strategic initiatives including

both acquisitions and divestitures of brands and assets, which poses a number of risks.

We may not be successful in identifying appropriate

acquisition candidates, achieving targeted values as part of a disposition, consummating an acquisition or divestiture on satisfactory

terms, integrating any newly acquired or expanded business with our current operations, or separating a divested business or commingled

operation effectively.

We may issue additional equity, incur long-term or short-term indebtedness, spend cash or use a combination of

these for all or part of the consideration paid in future acquisitions or expansion of our operations, which may not be available to us

on terms we find advantageous or acceptable, if at all.

In addition, subject to any requirements in the agreements governing our outstanding

indebtedness, we may have significant discretion in how we employ the consideration received in a divestiture and our management may not

apply such consideration in a way that is ultimately accretive to our business.

The execution of our strategic

initiatives could entail repositioning or similar actions that in turn require us to record impairments, restructuring and other charges.

Any such charges would reduce our earnings.

We cannot guarantee that any future business acquisitions or divestitures will be pursued

or that any acquisitions or divestitures that are pursued will be consummated.

initiatives will likely entail incurring goodwill assets or repositioning or similar actions that in turn require us to record impairments,

restructuring and other charges.

Any such charges would result in additional expense.

We cannot guarantee that any future business acquisitions

or divestitures will be pursued or that any acquisitions or divestitures that are pursued will be consummated.

Additionally, any acquisition

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a process, could harm our business, financial condition, and operating results.

Moreover, our customers may, in response to the announcement

or consummation of a transaction, delay or defer purchasing decisions.

If our customers delay or defer purchasing decisions, our revenues

could materially decline or any anticipated increases in revenue could be lower than expected.

Failure to Successfully Integrate Acquired

Businesses, Its Products and Other Assets into the Company, or If Integrated, Failure to Further the Company’s Business

Strategy, May Result in the Company’s Inability to Realize Any Benefit from Such Acquisition.

The consummation and integration of any acquired

business, product or other assets into the Company may be complex and time-consuming and, if such businesses and assets are not

successfully integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities.

these acquisitions and other arrangements, even if successfully integrated, may fail to further the Company’s business strategy

as anticipated, expose the Company to increased competition or other challenges with respect to the Company’s products

or geographic markets, and expose the Company to additional liabilities associated with an acquired business, technology

or other asset or arrangement.

When the Company acquires cannabis businesses, it may obtain the rights to applications for licenses

as well as licenses;

however, the procurement of such applications for licenses and licenses generally will be subject to governmental

and regulatory approval.

There are no guarantees that the Company will successfully consummate such acquisitions, and even if the Company

consummates such acquisitions, the procurement of applications for licenses may never result in the grant of a license by any state or

local governmental or regulatory agency and the transfer of any rights to licenses may never be approved by the applicable state and/or

local governmental or regulatory agency.

If we fail to successfully integrate acquired assets

or businesses, or if integrated, failure to further the Company’s business strategy, may result in the Company’s inability

to realize any benefit from such acquisition or other adverse consequences.

As disclosed above under “Business-Letter of Intent”, we are in

discussions concerning a potential acquisition of Medterra contemplated by the Letter of Intent with that entity.

Unidentified liabilities

or other issues may arise with respect to the businesses and assets we have acquired or may in the future acquire, which could expose

us to litigation, unexpected costs, regulatory actions and other negative events that could materially harm our business and financial

Further, we intend for = any such acquisitions to be a critical part of our business plan moving forward, subject to accessing

the necessary capital, and such acquisitions may not yield the benefits expected or desired for our business.

In addition, even if we can access the necessary capital,

we may face challenges in integrating and utilizing any acquired business or assets, particularly given any such undertaking will require

the investment of resources to monetize and integrate into our other operations.

Even if we can access the necessary capital to further

these efforts we may be unable to effectively manage these efforts without incurring extensive additional costs or at all.

put a further strain on our already limited personnel and resources.

Further, the long-term commercial success of any such undertaking

will depend on our ability to timely and in a cost-effective manner pursue and develop an infrastructure and network to obtain and distribute

products in high quantities and in compliance with applicable regulatory and commercial requirements.

If we are unsuccessful in navigating

these challenges with respect to any acquired business or assets, it could fail to result in benefits to our Company, and we could be

materially adversely affected by any of the foregoing events.

In general, the consummation and integration of any

acquired business or assets into the Company may be complex and time-consuming and, if such businesses and assets are not successfully

integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities.

Furthermore, these acquisitions

and other arrangements, even if successfully integrated, may fail to further the Company’s business strategy as anticipated, expose

the Company to increased competition or other challenges with respect to the Company’s products or geographic markets, and expose

the Company to additional liabilities associated with an acquired business, technology or other asset or arrangement.

There are no guarantees

that the Company will successfully consummate such acquisitions, and even if the Company consummates such acquisitions, the procurement

of applications for licenses required to sell or distribute related products may never result in the grant of a license by any state or

local governmental or regulatory agency and the transfer of any rights to licenses may never be approved by the applicable federal, state

and/or local governmental or regulatory agency.

Demand for our products

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effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.

Our beverage portfolio is comprised

of a number of unique brands with reputations and consumer imagery that have been built over time.

Our investments in marketing as well

as our strong commitment to product quality are intended to have a favorable impact on brand image and consumer preferences.

not adequately anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences, our

financial results could be adversely affected.

Additionally, failure to introduce

new brands, products or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers

could prevent us from gaining market share and achieving long-term profitability.

Product lifecycles can vary and consumer preferences

and loyalties change over time.

Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we

may not succeed.

Consumer preferences also are affected by factors other than taste, such as health and nutrition considerations and obesity

concerns, shifting consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and pricing

Sales of our products may be adversely affected by negative publicity associated with these issues.

We aim to sell beverages comprised of a number of

unique brands with reputations and consumer imagery that have been built over time.

Our investments in marketing as well as our strong

commitment to product quality are intended to have a favorable impact on brand image and consumer preferences.

If we do not adequately

anticipate or adjust to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand

image and our sales may be adversely affected.

anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences, our financial results

could be adversely affected.

Additionally, failure to introduce new brands, products

or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers could prevent us from

gaining market share and achieving long-term profitability.

Product lifecycles can vary, and consumer preferences and loyalties change

Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we may not succeed.

preferences also are affected by factors other than taste, such as health and nutrition considerations and obesity concerns, shifting

consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and pricing pressures.

our products may be adversely affected by negative publicity associated with these issues.

If we do not adequately anticipate or adjust

to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand images, and our sales

may be adversely affected.

Volatility in the price or availability of the

inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results.

The principal raw materials we

use include glass bottles, aluminum cans, PET, fiber-board, labels and cardboard cartons, flavorings and sweeteners.

These component and

ingredient costs are subject to fluctuation.

If there were to be substantial increases in the prices of our ingredients, raw materials

and packaging materials, to the extent that they cannot be recouped through increases in the prices of finished beverage products, would

increase our operating costs and could reduce our profitability.

If our supply of these raw materials is impaired or if prices increase

significantly, it could affect the affordability of our products and reduce sales.

If we are unable to secure sufficient

ingredients or raw materials including glass, sugar, and other key supplies, we might not be able to satisfy demand on a short-term basis.

International trade disputes, including U.S.

trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes, including

threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could

adversely impact our business.

Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for

these tenants.

To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted.

In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly

impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects.

Trade disputes could also

adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and

Significant political, trade, regulatory developments,

and other circumstances beyond our control, could have a material adverse effect on our financial condition or results of operations.

Significant political, trade, or

regulatory developments in the jurisdictions in which we sell our products, such as those stemming from the change in U.S.

federal administration,

are difficult to predict and may have a material adverse effect on us.

Similarly, changes in U.S.

federal policy that affect the geopolitical

landscape could give rise to circumstances outside our control that could have negative impacts on our business operations.

during the prior Trump administration, increased tariffs were implemented on goods imported into the U.S., particularly from China,

Canada, and Mexico.

On February 1, 2025, the U.S.

imposed a 25% tariff on imports from Canada and Mexico, which were subsequently suspended

for a period of one month, and a 10% additional tariff on imports from China.

Historically, tariffs have led to increased trade and political

tensions, between not only the U.S.

and China, but also between the U.S.

and other countries in the international community.

to tariffs, other countries have implemented retaliatory tariffs on U.S.

Political tensions as a result of trade policies could

reduce trade volume, investment, technological exchange, and other economic activities between major international economies, resulting

in a material adverse effect on global economic conditions and the stability of global financial markets.

Any changes in political, trade,

regulatory, and economic conditions, including, but not limited to, U.S.

and China trade policies, could have a material adverse effect

on our financial condition or results of operations.

Regulatory changes or actions may alter the

nature of an investment in us or restrict the use of cryptocurrencies in a manner that adversely affects our business, prospects, or operations.

As cryptocurrencies have grown in both popularity

and market size, governments around the world have reacted differently to cryptocurrencies;

certain governments have deemed them illegal,

and others have allowed their use and trade without restriction, while some jurisdictions, such as the United States, subject the mining,

ownership and exchange of cryptocurrencies to extensive, and in some cases overlapping, unclear and evolving regulatory requirements.

In January 2025, U.S.

President Donald Trump

issued an executive order forming a presidential working group to establish a clear regulatory framework for digital assets, and leaders

in both houses of the U.S.

Congress have announced a bicameral working group with the objective of passing legislation to provide regulatory

clarity for the industry.

Committees in both houses of the U.S.

Congress have held hearings to ensure fair access to financial services,

including for companies operating in the digital asset space.

Additionally, President Trump and members of the U.S.

Congress announced

that they are studying the possibility of creating a national strategic digital asset reserve to include Bitcoin, and at least twelve

states have introduced legislation to create strategic Bitcoin reserves.

While these ongoing regulatory developments appear

to be positive, and we anticipate greater regulatory certainty in the future, given the difficulty of predicting the outcomes of ongoing

and future regulatory actions and legislative developments, it is possible that future developments could have a material adverse effect

on our business, prospects, or operations.

Our business, operations, financial position and timelines, could be materially adversely affected by the continuing military action in Ukraine and

the war between Israel and Hamas.

As a result of the military action commenced in February

2022 by the Russian Federation and Belarus in Ukraine and the war between Israel and Hamas commenced in October 2023, and related economic

sanctions imposed or that may in the future be imposed by certain governments, our financial position and operations may be materially

and adversely affected.

As our ability to continue to operate will be dependent on raising debt and equity finance, any adverse impact

to those markets as a result of these conflicts, including due to increased market volatility, decreased availability in third-party financing

and/or a deterioration in the terms on which it is available (if at all), could negatively impact our business, results of operations,

cash flows, financial condition, and/or prospects.

The extent of any potential impact is not yet determinable, however.

Changes in government regulation or failure

to comply with existing regulations could adversely affect our business, financial condition and results of operations.

Our business and properties are

subject to various federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling

and distribution of beverage products.

In addition, various governmental agencies have enacted or are considering additional taxes on

soft drinks and other sweetened beverages.

Changes in existing laws or regulations could require material expenses and negatively affect

our financial results through lower sales or higher costs.

The principal raw materials we use include glass bottles,

aluminum cans, polyethylene terephthalate, fiber-board, labels and cardboard cartons, flavorings and sweeteners.

These component and ingredient

costs are subject to fluctuation and environmental regulation.

If there were to be substantial increases in the prices of these products,

to the extent that they cannot be recouped through increases in the prices of finished beverage products, it would increase our operating

If our supply of these raw materials is impaired or if prices increase significantly due to tariffs or any other reason, it could

affect the affordability of our products and reduce revenues.

If we are unable to secure sufficient ingredients

or raw materials including glass, sugar, and other key supplies at acceptable prices, within a reasonable timeframe, at the locations

needed or in general, we might not be able to satisfy demand on a short-term basis.

International trade developments, including tariffs

and geopolitical conflicts, could adversely impact our business.

International trade developments, including heightened

tariffs imposed by the United States under the Trump Administration on goods imported from various countries, tariffs imposed by foreign

countries in retaliation, and litigation and uncertainties surrounding these developments, could adversely impact our business.

geopolitical conflicts such as the conflict with Iran and its proxies have had and are expected to continue to have an adverse impact

on supply chains and the costs of purchasing and transporting goods.

We and third parties on which we depend source various supplies used

in our products from foreign countries, and tariffs and other international trade developments could therefore result in inflationary

pressures that directly impact our costs for manufacturing and marketing products.

These developments could also adversely impact global

supply chains which could further increase costs for us and/or delay delivery of key inventories and supplies.

Significant new or increased tariffs, import and excise

duties, or other taxes on or impacting beverage products, including raw and packaging materials, such as on imports from Mexico and exports

to countries in which we plan to sell our products such as the United Arab Emirates from which we source many of our supplies for our

products, and any additional retaliatory tariffs imposed by those governments on products imported into the U.S., could have a material

adverse effect on our business, liquidity, financial condition, and results of operations.

These developments continue to pose a significant

risk to our business as well as the U.S.

and global economies, including by shifting consumer behaviors, inhibiting sales, increasing

costs, causing further economic and supply chain disruptions and inflationary pressures, and reducing economic activity.

if the costs of our products increase, we and our collaborators may be forced to increase the prices at which such products are sold,

which could in turn reduce demand for and sales of those products, thereby negatively impacting our operating results.

Alternatively,

the heightened production costs would also have a negative impact on operating results even absent a decline in sales.

Further, increases

in the cost of oil and other resources used in the production and transportation of products could have a material adverse effect on the

acquisition and use of such resources and gross margins.

The extent and duration of the tariffs and the resulting

impact on our business and general economic conditions are uncertain and depend on various factors, including negotiations between the

United States and affected countries, the outcome of the United States tariff litigation, the responses of other countries or regions,

exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected

To the extent we need to locate new sources of raw materials and products as a result of tariffs, we may be unable to locate

alternative sources on favorable terms or in the timeframes needed, and actions we may take to adapt to new tariffs or trade restrictions

may force us to modify our operations or forgo business opportunities.

Likewise, tariffs and import and export regulations could also

limit the availability of our products, prompt consumers to seek alternative products, and provide an opportunity for competitors not

subject to such tariffs to more effectively compete with us in markets where we conduct our business.

Our business, operations, financial position and

timelines, could be materially adversely affected by government action and geopolitical conflicts.

Following President Trump’s inauguration in

January 2025, certain trends and events have unfolded and continue to evolve and develop which are affecting and have the potential to

further affect the global and United States capital markets and economies, including the inflation caused by the conflict with Iran, the

continued high central bank interest rates, the imposition and threat of tariffs as well as subsequent developments and uncertainties

surrounding tariffs, trade wars among nations and ongoing wars and geopolitical conflicts, and uncertain capital markets with significant

volatility and declines in leading market indexes thus far 2026.

The duration and scope of these events and their impact are at best uncertain,

and their continuation may result in negative consequences on the U.S.

or global economies.

The impositions of tariffs by the U.S.

and any retaliatory

actions by foreign countries, as well as refunds on tariffs following the U.S.

Supreme Court’s ruling to strike down certain tariffs,

could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions

or potentially resulting in rate increases in the future, as well as reduced demand for mortgages.

Similarly, the wars in the Middle East

and the Ukraine could also contribute to increased and prolonged inflation including by increasing the price of oil and causing adverse

impacts on supply chains.

These uncertainties and developments could result in supply chain issues, higher prices for goods and services

or other adverse consequences on us and our vendors.

In addition, these events come with an increased probability for an economic downturn

or recession by making it more difficult for businesses to borrow money and individuals to maintain employment.

These developments follow the increase in interest

rates that began in 2022 as the Federal Reserve in U.S.

and central banks in other jurisdictions have sought to combat inflation.

inflation has declined, the conflict with Iran seems likely to having another inflationary impact.

Further many economists

view additional increases in inflation as a likely or possible consequence of these developments.

Uncertainty surrounding rising or elevated

prices and concerning the state and prospects for the U.S.

and global economies and capital markets in the near term remains and has amplified

due to the factors described above.

If inflation does not fall low enough and/or the Federal Reserve declines to reduce interest rates

in the near term, or tariffs and related developments adversely impact the economy, the result could be tipping the U.S.

In the wake of these events, the U.S.

and global capital markets have demonstrated substantial volatility in the first quarter

of 2026, as many investors consider economic outlooks to be uncertain and consider the risk of a recession and a decline in the marketplace

to be increasingly probable or imminent.

Ultimately the economy may turn into a recession with uncertain and potentially severe impacts

upon the public capital markets and us.

Among the potential consequences could be a substantial decline in stock prices including ours,

a reduction in demand for securities of public companies (which may be more prevalent for smaller companies such as us) and more difficulty

for us to raise capital we need and accessing capital on favorable terms or at all as a result.

As our ability to continue to operate will be dependent

on raising capital, any adverse impact to markets as a result of these developments, including due to increased market volatility, decreased

availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact

our business, results of operations, cash flows, financial condition, and/or prospects.

The extent of any potential impact is not yet

determinable, however.

We compete in an industry that is brand-conscious,

so brand name recognition and acceptance of our products are critical to our success.

Our business is dependent upon

awareness and market acceptance of our products and brands by our target markets.

In addition, our business depends on acceptance by our

independent distributors and retailers of our brands as beverage brands that have the potential to provide incremental sales growth.

we are not successful in the revitalization and growth of our brand and product offerings, we may not achieve and maintain satisfactory

levels of acceptance by independent distributors and retail consumers.

Any failure of our brand to maintain or increase acceptance or

market penetration would likely have a material adverse effect on our revenues and financial results.

Our brands and brand images are keys to our

business and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.

Our success depends on our ability

to maintain brand image for our existing products and effectively build up brand image for new products and brand extensions.

predict whether our advertising, marketing and promotional programs will have the desired impact on our products’ branding and on

consumer preferences.

In addition, negative public relations and product quality issues, whether real or imagined, could tarnish our reputation

and image of the affected brands and could cause consumers to choose other products.

Our brand image can also be adversely affected by

unfavorable reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our products or those

of our competitors.

Competition from traditional and large, well-financed

non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may hinder development of our

existing markets, as well as prevent us from expanding our markets.

The beverage industry is highly

We compete with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and

for marketing focus by our distributors, all of whom also distribute other beverage brands.

Our products compete with all non-alcoholic

and alcoholic beverages, most of which are marketed by companies with substantially greater financial resources than ours.

Some of these

competitors are placing severe pressure on independent distributors not to carry competitive brands such as ours.

We also compete with

regional beverage producers and “private label” brands.

Increased competitor consolidations,

market-place competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our

earnings, market share and volume growth.

If, due to such pressure or other competitive threats, we are unable to sufficiently maintain

or develop our distribution channels, we may be unable to achieve our current revenue and financial targets.

Competition, particularly

from companies with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets,

as well as on our ability to expand the market for our products.

Legislative or regulatory changes that affect

our products, including new taxes, could reduce demand for products or increase our costs.

Taxes imposed on the sale of certain

of our products by federal, state and local governments in the United States, or other countries in which we operate could cause consumers

to shift away from purchasing our beverages.

Several municipalities in the United States have implemented or are considering implementing

taxes on the sale of certain “sugared” beverages, including non-diet soft drinks, fruit drinks, teas and flavored waters to

help fund various initiatives.

These taxes could materially affect our business and financial results.

Our reliance on distributors, retailers and

brokers could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand

our business into other geographic markets.

Our ability to maintain and expand

our existing markets for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish

and maintain successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas.

Most of our distributors, retailers and brokers sell and distribute competing products, including non-alcoholic and alcoholic beverages,

Our business is dependent upon awareness and market

acceptance of our products and brands by our target markets.

In addition, our business depends on acceptance by our independent distributors

and retailers of our brands as beverage brands that have the potential to provide incremental sales growth.

If we are not successful in

the revitalization and growth of our brand and product offerings, or in maintaining and expanding upon the brands we offer, we may not

achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers.

Any failure of our brands to

maintain or increase acceptance or market penetration would likely have a material adverse effect on our revenues and financial results.

Our brands and brand images are keys to our business

and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.

Our success depends on our ability to develop brand

images for our existing products and effectively build up brand images for new products and brand extensions.

We cannot predict whether

our advertising, marketing and promotional programs will have the desired impact on our products’ branding and on consumer preferences.

In addition, negative public relations and product quality issues, whether real or imagined, could tarnish our reputation and images of

the affected brands and could cause consumers to choose other products.

Our brand images can also be adversely affected by unfavorable

reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our products or those of our

Competition from traditional

and large, well-financed non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may

hinder development of our existing markets, as well as prevent us from expanding our markets.

The beverage industry is highly competitive.

with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and for marketing focus by distributors,

all of whom also distribute other beverage brands.

Our products will compete with a broad range non-alcoholic and alcoholic beverages,

many of which are marketed by companies with substantially greater financial and marketing resources than ours.

Management believes that

some of these competitors are placing severe pressure on independent distributors not to carry competitive brands offered by smaller enterprises

such as ours.

We will also compete with regional beverage producers and “private label” brands.

Increased competitor consolidations, market-place

competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market

share and volume growth.

If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our

distribution channels, we may be unable to achieve our current revenue and financial targets.

Competition, particularly from companies

with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets, as well as on

our ability to expand the market for our products.

Our reliance on distributors, retailers and brokers

could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our

business into other geographic markets.

Our ability to maintain and expand our existing markets

for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish and maintain

successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas.

All of the distributors,

retailers and brokers we have used in the past sell and distribute competing products, including non-alcoholic and alcoholic beverages,

and our products may represent a small portion of their businesses.

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may not be receptive to our product.

Our ability to incentivize and motivate distributors to manage and sell our products is affected

by competition from other beverage companies, some of which may have greater resources than we do.

To the extent that our distributors,

retailers and brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products,

including re-stocking the retail shelves with our products, our sales and results of operations could be adversely affected.

such third-parties’ financial position or market share may deteriorate, which could adversely affect our distribution, marketing

and sales activities.

Our ability to maintain and expand

our distribution network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which

are outside our control.

Further, these third parties could reduce or terminate their relationship with us for any reason

without liability to us.

Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition

from other beverage companies, some of which may have greater resources than we do.

To the extent that our distributors, retailers and

brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including re-stocking

the retail shelves with our products, our results of operations could be adversely affected.

Furthermore, such third-parties’ financial

position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.

Our ability to establish and expand our distribution

network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control.

Some of these factors include:

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our ability to deliver products in the quantity and at the time ordered by distributors, retailers and brokers.

We may not be able to successfully

manage all or any of these factors in any of our current or prospective geographic areas of distribution.

Our inability to achieve success

with regards to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that

particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues

and financial results.

We may not be able to successfully manage all or any

of these factors in any of our current or prospective geographic areas of distribution.

Our inability to achieve success with regards

to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular

geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial

These third-party service providers and business partners

are also subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee

failures, and are subject to legal, regulatory and market risks of their own.

Our third-party service providers and business partners

may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms.

addition, while we have procedures in place for selecting and managing our relationships with third-party service providers and other

business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures,

which increases our financial, legal, reputational and operational risk.

If we are unable to effectively manage our third-party relationships,

or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities,

our financial results could suffer.

It is difficult to predict the timing and amount

of our sales because our distributors are not required to place minimum orders with us.

Our independent distributors and

national accounts are not required to place minimum monthly or annual orders for our products.

Once we re-commence sales, we plan to use independent

distributors who will not be required to place minimum monthly or annual orders for our products.

In order to reduce their inventory costs,

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Accordingly, we cannot predict the timing or quantity of purchases by

any of our independent distributors or whether any of our distributors will continue to purchase products from us in the same frequencies

and volumes as they may have done in the past.

Additionally, our larger distributors and national partners may make orders that are larger

than we have historically been required to fill.

any of our independent distributors or whether any of our distributors will purchase products from us in the same frequencies and volumes

as they may have done in the past.

Additionally, our larger distributors and national partners may make orders that are larger than we

have historically been required to fill.

Shortages in inventory levels, supply of raw materials or other key supplies could negatively

If we do not adequately manage our inventory

levels, our operating results could be adversely affected.

We need to maintain adequate inventory

levels to be able to deliver products to distributors on a timely basis.

Our inventory supply depends on our ability to correctly estimate

demand for our products.

Our ability to estimate demand for our products is imprecise, particularly for new products, seasonal promotions

and new markets.

If we materially underestimate demand for our products or are unable to maintain sufficient inventory of raw materials,

we might not be able to satisfy demand on a short-term basis.

If we overestimate distributor or retailer demand for our products, we may

end up with too much inventory, resulting in higher storage costs, increased trade spend and the risk of inventory spoilage.

to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers and could delay or lose

sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results.

In addition, if the inventory

of our products held by our distributors and retailers is too high, they will not place orders for additional products, which would also

unfavorably impact our sales and adversely affect our operating results.

If we fail to maintain relationships with our

independent contract manufacturers, our business could be harmed.

We do not manufacture SALT Tequila, Pulpoloco Sangria but instead outsource

affect us including by such distributors and national partners locating competitive brands to meet their demand.

If we do not adequately manage our inventory levels,

our operating results could be adversely affected.

Once we re-commence sales, we will need to maintain

adequate inventory levels to be able to deliver products to distributors on a timely basis.

Our inventory supply will depend available

cash and on our ability to correctly estimate demand for our products.

Our ability to estimate demand for our products is imprecise, particularly

for new products, seasonal promotions and new markets.

If we materially underestimate demand for our products or are unable to maintain

sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis.

If we overestimate distributor or

retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and

the risk of inventory spoilage.

Additionally, our maintenance of inventory as needed to meet demand is contingent upon our access to sufficient

capital, and due to our limited liquidity we have in the past and expect to continue in the future to be unable to obtain sufficient inventory

unless and until we can gain access to the necessary capital.

These challenges and the related risks will be heightened by recent developments

such as the imposition of tariffs and any impacts thereof on us, the prices of supplies we utilize and the products we sell, delays and

supply chain disruptions, similar factors relating to our vendors, and consumers and their demand for products at varying price points

and quantities.

If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers

and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results.

In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional

products, which would also unfavorably impact our sales and adversely affect our operating results.

If we fail to maintain relationships with our independent

contract manufacturers, our business could be harmed.

We do not manufacture tequila but have instead outsourced

the manufacturing process to third-party bottlers and independent contract manufacturers (co-packers).

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area is important to the success of our operations within each distribution area.

We may not be able to maintain our relationships with

current contract manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing

or new geographic distribution areas.

The failure to establish and maintain effective relationships with contract manufacturers for a

distribution area could increase our manufacturing costs and thereby materially reduce gross profits from the sale of our products in

Poor relations with any of our contract manufacturers could adversely affect the amount and timing of product delivered to

our distributors for resale, which would in turn adversely affect our revenues and financial condition.

In addition, our agreements with

our contract manufacturers are terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.

The volatility of energy and increased regulations

may have an adverse impact on our gross margin.

Over the past few years, volatility

in the global oil markets has resulted in variable fuel prices, which many shipping companies have passed on to their customers by way

of higher base pricing and increased fuel surcharges.

If fuel prices increase, we expect to experience higher shipping rates and fuel

surcharges, as well as energy surcharges on our raw materials.

It is hard to predict what will happen in the fuel markets in 2025 and

Due to the price sensitivity of our products, we may not always be able to pass such increases on to our customers.

Disruption within our supply chain, contract

manufacturing or distribution channels could have an adverse effect on our business, financial condition and results of operations.

Our ability, through our suppliers,

business partners, contract manufacturers, independent distributors and retailers, to make, move and sell products is critical to our

Our agreements with third parties enable such parties

to terminate our relationship within a relatively short period of time.

We may not be able to maintain our relationships with contract

manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing or new geographic

distribution areas.

The failure to establish and maintain effective relationships with contract manufacturers for a distribution area

could increase our manufacturing costs and thereby materially reduce gross profits from the sale of our products in that area.

Poor relations

with any of our contract manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale,

which would in turn adversely affect our revenues and financial condition.

In addition, our agreements with our contract manufacturers

are terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.

Further, if third parties on which we depend to manufacture

products increases their prices, we may not be able to secure alternative suppliers, and may not be able to raise the prices of our products

to cover all or even a portion of the increased costs.

Also, any failure by these third parties to perform satisfactorily or handle increased

orders, or delays in shipping, could cause us to fail to meet orders for our products, lose sales, incur additional costs and/or expose

us to product quality issues.

We are also dependent upon such third parties continued liquidity and factors which affect such third parties

ability to operate including:

adverse weather event and other acts of God;

labor uncertainties including the availability of employees;

environmental compliance;

foreign exchange exposure;

quality control;

political instability;

contract enforcement;

intellectual property protection;

transportation disruptions.

In turn, this could cause us to lose credibility in

the marketplace and damage our relationships with distributors, ultimately leading to a decline in our business and results of operations.

If we are not able to renegotiate these contracts on acceptable terms or find suitable alternatives, our business, financial condition

or results of operations could be negatively impacted.

If we experience disruption within our supply chain,

manufacturing or distribution channels, it could have an adverse effect on our business, financial condition and results of operations.

Once we re-commence sales, our ability, through our

suppliers, business partners, manufacturers, independent distributors and retailers, to make, move and sell products is critical to our

Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire

or explosion, terrorism, pandemics, labor strikes or other reasons, could impair the manufacture, distribution and sale of our products.

or explosion, terrorism, pandemics, labor strikes, geopolitical events or other reasons, could impair the manufacture, distribution and

sale of our products.

Many of these events are outside of our control.

Failure to take adequate steps to protect against or mitigate the likelihood or potential

impact of such events, or to effectively manage such events if they occur, could adversely affect our business, financial condition and

results of operations.

We rely upon our ongoing relationships with

our key flavor suppliers.

Failure to take adequate steps to protect against or mitigate the

likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business,

financial condition and results of operations.

We expect to rely upon our ongoing relationships

with our key flavor suppliers.

If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions

in our business.

We currently purchase our flavor

concentrate from various flavor concentrate suppliers, and continually develop other sources of flavor concentrate for each of our products.

In the past, we have purchased our flavor concentrate

from various flavor concentrate suppliers, and seek to continually develop other sources of flavor concentrate for certain of our products.

Generally, flavor suppliers hold the proprietary rights to their flavor-specific ingredients.

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flavor concentrates developed with our current flavor concentrate suppliers, and while we have the rights to the ingredients for our products,

we do not have the list of ingredients for our flavor extracts and concentrates.

Consequently, we may be unable to obtain these exact

flavors or concentrates from alternative suppliers on short notice.

If we have to replace a flavor supplier, we could experience disruptions

in our ability to deliver products to our customers, which could have a material adverse effect on our results of operations.

we do not have the list of ingredients for our flavor extracts and concentrates, and in the event of a termination or failure to perform

by these suppliers, we may be unable to obtain these exact flavors or concentrates from alternative suppliers on short notice.

to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers, which could have a

material adverse effect on our results of operations.

We are dependent on a distiller in Mexico to provide

us with our finished tequila product.

Failure to obtain satisfactory performance from them or a loss of their services could cause us

to lose future sales, incur additional costs, and lose credibility in the marketplace.

The Company estimates that it requires a minimum of

approximately $500,000 of additional capital to begin pursuing its Chispo business strategy beyond the Senior Frog opportunity.

can raise sufficient capital to pursue this business strategy, we will depend on a distiller in Jalisco, Mexico for the tequila certification,

production, bottling, labeling, capping and packaging of our finished tequila product.

We do not have a written agreement with our distiller

in Mexico obligating it to produce our product.

The termination of our relationship with our distiller in Mexico or an adverse change

in the terms of its services could have a negative impact on our business.

If our distiller in increases its prices, we may not have alternative

sources of supply at comparable prices and may not be able to raise the prices of our products to cover all, or even a portion, of the

increased costs.

In addition, if our distiller in Mexico fails to perform satisfactorily, fails to handle increased orders, or we lose

the services of our distiller in Mexico, along with delays in shipments of products, it could cause us to fail to meet orders, lose sales,

incur additional costs, and/or expose us to product quality issues.

In turn, this could cause us to lose credibility in the marketplace

and damage our relationships with our customers and consumers, ultimately leading to a decline in our business and results of operations.

If we are unable to attract and retain key personnel,

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in addition, management turnover causes uncertainties and could harm our business.

Our success depends on our ability

to attract and retain highly qualified employees in such areas as finance, sales, marketing and product development.

We compete to hire

new employees, and, in some cases, must train them and develop their skills and competencies.

We may not be able to provide our employees

with competitive salaries, and our operating results could be adversely affected by increased costs due to increased competition for employees,

higher employee turnover or increased employee benefit costs.

Changes to operations, policies

and procedures, which can often occur with the appointment of new personnel, can create uncertainty, may negatively impact our ability

to execute quickly and effectively, and may ultimately be unsuccessful.

In addition, management transition periods are often difficult

as the new employees gain detailed knowledge of our operations, and friction can result from changes in strategy and management style.

Management turnover inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution.

Further, to the extent we experience

additional management turnover, our operations, financial condition and employee morale could be negatively impacted.

In addition, competition

for top management is high and it may take months to find a candidate that meets our requirements.

If we are unable to attract and retain

qualified management personnel, our business could suffer.

Our success depends on our ability to attract and

retain highly qualified employees in such areas as finance, sales, marketing and product development.

We compete to hire new employees,

and, in some cases, must train them and develop their skills and competencies.

We may not be able to provide our employees with competitive

salaries, and our operating results could be adversely affected by increased costs due to increased competition for employees, higher

employee turnover or increased employee benefit costs.

We are dependent on our core management team whose knowledge, experience and connections

in the industry are critical to our operations and business plan.

The loss of these individuals or any other key personnel would therefore

have a material adverse effect on our business and ability to operate and compete effectively.

Further, Robert Nistico, our former Chief Executive

Officer, resigned as Chief Executive Officer (but not as a director) effective November 14, 2025 and William Devereux, our former Chief

Financial Officer, resigned as Chief Financial Officer effective November 30, 2025.

Following these resignations, William Meissner, our

President, became our principal executive officer, and we hired Marty Scott as our Interim Chief Financial Officer.

We may be unable to

attract, hire our maintain sufficient management-level employees and key personnel within a reasonable timeframe or under favorable terms,

including due to the uncertainties relating to our lack of capital as well as the fierce competition for qualified candidates for such

positions both within our industry and for public companies generally.

Changes to operations, policies and procedures, which

can often occur with the appointment of new personnel, can create uncertainty, may negatively impact our ability to execute quickly and

effectively, and may ultimately be unsuccessful.

In addition, management transition periods are often difficult as the new employees gain

detailed knowledge of our operations, and friction can result from changes in strategy and management style.

Management turnover inherently

causes some loss of institutional knowledge, which can negatively affect strategy and execution.

Further, to the extent we experience additional management

turnover, our operations, financial condition and employee morale could be negatively impacted.

In addition, competition for top management

is high and it may take months to find a candidate that meets our requirements.

If we are unable to attract and retain qualified management

personnel, our business could suffer.

If we fail to protect our trademarks and trade

secrets, we may be unable to successfully market our products and compete effectively.

We rely on a combination of trademark

and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual property rights.

protect our intellectual property could harm our brand and our reputation, and adversely affect our ability to compete effectively.

enforcing or defending our intellectual property rights, including our trademarks,

copyrights, licenses and trade

secrets, could result in the expenditure of significant financial and managerial resources.

We regard our intellectual property, particularly

our trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the

registration of our trademarks in the United States and internationally.

However, the steps taken by us to protect these proprietary rights

may not be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary

In addition, other parties may seek to assert infringement claims against us, and we may have to pursue litigation against other

parties to assert our rights.

We rely on a combination of trademark and trade secrets,

as well as confidentiality procedures and contractual provisions to protect our intellectual property rights and interests in our operations,

products and processes.

Failure to protect or maintain our intellectual property could harm our brand and our reputation, and adversely

affect our ability to compete effectively.

Further, enforcing or defending our intellectual property and related rights and interests

could result in the expenditure of significant financial and managerial resources.

We regard our intellectual property, particularly our

trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the registration

of our trademarks in the United States and internationally.

However, the steps taken by us to protect these proprietary rights may not

be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary

rights, particularly outside of the United States where intellectual property rights may not be fully enforceable.

In addition, other

parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights.

Any such claim or litigation could be costly.

In addition, any event that would jeopardize our proprietary

rights or any claims of infringement by third parties could have a material adverse effect on our ability to market or sell our brands,

profitably exploit our products or recoup our associated research and development costs.

As part of the licensing strategy

of our brands, we enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and

other designs.

Although our agreements require that the use of our trademarks and designs is subject to our control and approval, any

breach of these provisions, or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall image,

could have a material adverse impact on our business.

In addition, any event that would jeopardize our proprietary rights or any claims of infringement

by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or

recoup our associated costs.

As part of the licensing strategy of our brands, we

enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and other designs.

our agreements require that the use of our trademarks and designs is subject to our control and approval, any breach of these provisions,

or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall image, could have a material

adverse impact on our business.

If we encounter product recalls or other product

quality issues, our business may suffer.

Product quality issues, real or

imagined, or allegations of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to

choose other products.

In addition, because of changing government regulations or implementation thereof, or allegations of product contamination,

we may be required from time to time to recall products entirely or from specific markets.

Product recalls could affect our profitability

and could negatively affect brand image.

Our business is subject to many regulations and noncompliance is

The production, marketing and sale

of our beverages, including contents, labels, caps and containers, are subject to the rules and regulations of various federal, provincial,

state and local health agencies.

If a regulatory authority finds that a current or future product or production batch or “run”

is not in compliance with any of these regulations, we may be fined, or production may be stopped, which would adversely affect our financial

condition and results of operations.

Similarly, any adverse publicity associated with any noncompliance may damage our reputation and

our ability to successfully market our products.

Furthermore, the rules and regulations are subject to change from time to time and while

we closely monitor developments in this area, we cannot anticipate whether changes in these rules and regulations will impact our business

Additional or revised regulatory requirements, whether labeling, environmental, tax or otherwise, could have a material adverse

effect on our financial condition and results of operations.

Product quality issues, real or imagined, or allegations

of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to choose other products.

addition, because of changing government regulations or implementation thereof, or allegations of product contamination, we may be required

from time to time to recall products entirely or from specific markets.

Product recalls could affect our profitability and could negatively

affect brand image.

Because our business is subject to many regulations,

noncompliance is costly.

The production, marketing and sale of our beverages,

including contents, labels, caps and containers, are subject to the rules and regulations of various federal, foreign, state and local

health and other agencies.

The regulations to which we are subject impose requirements on production, distribution, marketing, advertising

and labelling of products.

We are required to comply with these regulations and to maintain various permits and licenses.

We will be required

to conduct business only with holders of licenses to import, warehouse, transport, distribute and sell our products.

We cannot assure

you that these and other governmental regulations applicable to our industry will not change or become more stringent.

Moreover, because

these laws and regulations are subject to interpretation, we may not be able to predict when and to what extent liability may arise.

Additionally,

due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism

and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on

advertising or other marketing activities promoting beverage alcohol products.

Failure to comply with any of the current or future regulations

and requirements relating to our industry and products could result in monetary penalties, suspension or even revocation of our licenses

Costs of compliance with changes in regulations could be significant and could harm our business, as we could find it necessary

to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and increase

Also, the distribution of beverage alcohol products

is subject to extensive taxation (at both the federal and state government levels), and beverage alcohol products themselves are the subject

of national import and excise duties in most countries around the world.

An increase in taxation or in import or excise duties could also

significantly harm our revenues and margins, both through the reduction of overall consumption and by encouraging consumers to switch

to lower-taxed categories of beverage alcohol.

If a regulatory authority finds that a current or

future product or production batch or “run” is not in compliance with any of these regulations, we may be fined, forced to

recall products, or production may be stopped, which would adversely affect our financial condition and results of operations.

any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products.

Furthermore, the rules and regulations are subject to change from time-to-time, we cannot anticipate whether changes in these rules and

regulations will impact our business adversely.

Additional or revised regulatory requirements, whether labeling, environmental, tax or

otherwise, could have a material adverse effect on our financial condition and results of operations.

If we complete the acquisition of Medterra, its CBD

business will face substantial and challenging regulations.

Government regulation of cannabinoids remains dynamic, multi-layered,

The sale of CBD products are influenced by federal law, state legislation, and international regulatory frameworks,

each of which shapes the permissible scope of manufacturing, marketing, labeling, distribution, and sale of such products.

acquire Medterra, we will therefore be required to devote significant resources to monitoring regulatory developments and adjusting

operations accordingly and may not be able to achieve the benefits anticipated or sought from such acquisition due to any

adjustments to Medterra’s operations or other adverse developments which may arise from the foregoing.

Government regulations, any changes thereto and/or

any failure by us to comply with these regulations, could adversely affect our business, financial condition and results of operations.

Our business and properties are subject to various

federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution

of beverage products.

In addition, various governmental agencies have enacted or are considering additional taxes on certain non-alcoholic

beverages as well as alcoholic beverages.

Further, we are subject to licensing and permitting requirements in the various jurisdictions

in which we conduct business.

Changes in existing laws or regulations or any failure by us to fully comply with these varying and evolving

requirements could require us to incur material expenses and negatively affect our financial results, including through lower sales, higher

costs negative publicity and other adverse consequences.

Moreover, because these laws and regulations are subject

to interpretation, we may not be able to predict when, and to what extent, liability may arise.

Additionally, due to increasing public

concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences

from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing

activities promoting beverage alcohol products.

Failure to comply with any of the current or future regulations and requirements relating

to our industry and products, could result in monetary penalties, suspension or even revocation of our licenses and permits.

compliance with changes in regulations could be significant and could harm our business, as we may find it necessary to raise our prices

in order to maintain profit margins, which could lower the demand for our products and reduce our sales and profit potential.

In addition, the distribution of beverage alcohol

products is subject to extensive taxation both in the United States and internationally (and, in the United States, at both the federal

and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries

around the world.

An increase in taxation or in import or excise duties could also significantly harm our revenue and margins, both through

the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.

We will be exposed to

product liability or other related liabilities which could have significant negative financial repercussions on our solvency.

Although we maintain general

liability insurance and take certain other measures in an effort to reduce the risk of liabilities, these measures may not be sufficient

for us to successfully avoid or limit product liability or other related liabilities.

The Company has not generated any revenue since

March 2025, and it does not currently carry product liability insurance.

The Company intends to acquire product liability insurance prior

to shipping any products, but may not have the capital to do so.

Further, any contractual indemnification and insurance coverage we have

in the future from parties supplying our products is limited, as a practical matter, to the creditworthiness of the indemnifying party

and the insured limits of any insurance provided by these suppliers.

Extensive product liability claims could be costly to defend and/or

costly to resolve and could harm our reputation or business, and we may face uninsured or underinsured claims and liabilities due to the

factors described above.

We could face issues including

the risk of contamination of our products and/or counterfeit or confusingly similar products.

The success of our brands

depends upon the positive image that consumers have of them.

Contamination, whether arising accidentally or through deliberate third-party

action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products.

in raw materials purchased from third parties and used in the production of our products or defects in the production processes, including

third party manufacturers on which we rely and over which we lack control, could lead to low beverage quality, as well as illness among,

or injury to, consumers of our products and could result in reduced sales of the affected brand or all of our brands and potentially serious

damage to our reputation for product quality, as well as product liability claims.

Also, to the extent that third parties sell products

that are either counterfeit versions of our brands or brands that look like our brands, consumers of our brands could confuse our products

with products that they consider inferior.

This could cause them to refrain from purchasing our brands in the future and in turn could

impair our brand equity and adversely affect our sales and operations.

Contamination of any of our products could force us

to destroy inventory we hold and could cause the need for a product recall, which could significantly damage our reputation for product

Significant additional labeling or warning requirements

may inhibit sales of affected products.

Various jurisdictions may seek

to adopt significant additional product labeling or warning requirements relating to the chemical content or perceived adverse health

consequences of certain of our products.

These types of requirements, if they become applicable to one or more of our products under current

or future environmental or health laws or regulations, may inhibit sales of such products.

In California, a law requires that a specific

warning appear on any product that contains a component listed by the state as having been found to cause cancer or birth defects.

law recognizes no generally applicable quantitative thresholds below which a warning is not required.

If a component found in one of our

products is added to the list, or if the increasing sensitivity of detection methodology that may become available under this law and

related regulations as they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed

substance in one of our beverages produced for sale in California, the resulting warning requirements or adverse publicity could affect

Litigation or legal could expose us to significant

liabilities and damage our reputation.

We may become party to litigation

claims and legal proceedings.

Litigation involves significant risks, uncertainties and costs, including distraction of management attention

away from our business operations.

We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes

and to estimate, if possible, the amount of potential losses.

Various jurisdictions may seek to adopt significant

additional product labeling or warning requirements relating to the chemical content or perceived adverse health consequences of certain

These types of requirements, if they become applicable to one or more of our products under current or future environmental

or health laws or regulations, may inhibit sales of such products.

For example, in California, a law requires that a specific warning

appear on any product that contains a component listed by the state as having been found to cause cancer or birth defects.

This law recognizes

no generally applicable quantitative thresholds below which a warning is not required.

If a component found in one of our products is

added to the list, or if the increasing sensitivity of detection methodology that may become available under this law and related regulations

as they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed substance in one

of our beverages produced for sale in California, the resulting warning requirements or adverse publicity could affect our sales.

If we are subject to litigation, we may incur significant

liabilities and litigation expenses.

We have been subject to and may in the future become

party to litigation.

Litigation involves significant risks, uncertainties and costs, including distraction of management attention away

from our business operations.

We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and

to estimate, if possible, the amount of potential losses.

Based on these assessments and estimates, we establish reserves and disclose

10 unchanged sentences

applicable legal requirements.

Improper conduct by our employees or agents could damage our reputation or lead to litigation or legal

proceedings that could result in civil or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

Additionally, there has been public

attention directed at the beverage alcohol industry, which we believe is due to concern over problems related to harmful use of alcohol,

including drinking and driving, underage drinking and health consequences from the misuse of alcohol.

We could be exposed to lawsuits

relating to product liability or marketing or sales practices with respect to our alcoholic products.

Adverse developments in lawsuits

concerning these types of matters or a significant decline in the social acceptability of beverage alcohol products that may result from

lawsuits could have a material adverse effect on our business, liquidity, financial condition and results of operations.

We are subject to risks inherent in sales of

products in international markets.

Our operations outside of the United

States, contribute to our revenue and profitability, and we believe that developing and emerging markets could present future growth opportunities

However, there can be no assurance that existing or new products that we manufacture, distribute or sell will be accepted or be

successful in any particular foreign market, due to local or global competition, product price, cultural differences, and consumer preferences

or otherwise.

There are many factors that could adversely affect demand for our products in foreign markets, including our inability to

attract and maintain key distributors in these markets;

Improper conduct by our employees or agents could damage our reputation or lead to litigation that could

result in civil, administrative or criminal penalties, including substantial monetary fines, as well as disgorgement of profits.

Additionally, there has been public attention directed

at the alcoholic beverage industry, which we believe is due to concern over problems related to harmful use of alcohol, including drinking

and driving, underage drinking and health consequences from the misuse of alcohol.

We could be exposed to lawsuits relating to product

liability or marketing or sales practices with respect to our alcoholic products.

Adverse developments in lawsuits concerning these types

of matters or a significant decline in the social acceptability of beverage alcohol products that may result from lawsuits could have

a material adverse effect on our business, financial condition and results of operations.

Our industry faces the possibility of litigation including

class actions alleging that the continued excessive use or abuse of beverage alcohol has caused death or serious health problems or that

we failed to adequately warn consumers of the risks of alcohol consumption.

It is also possible that governments could assert that the

use of alcohol has significantly increased government-funded healthcare costs.

Litigation or assertions of this type have adversely affected

companies in the tobacco industry, and it is possible that we, as well as our suppliers, could be named in litigation of this type.

For example, lawsuits have been brought in a number

of states alleging that alcoholic beverage manufacturers and marketers have improperly targeted underage consumers in their advertising.

Plaintiffs in these cases allege that the defendants’ advertisements, marketing and promotions violate the consumer protection or

deceptive trade practices statutes in each of these states and seek repayment of the family funds expended by the underage consumers.

While we have not been named in these lawsuits, we could be named in similar lawsuits in the future.

Any class action or other litigation

asserted against us could be expensive and time-consuming to defend against, depleting our cash and diverting our personnel resources

and, if the plaintiffs in such actions were to prevail, our business could be harmed significantly.

We are subject to risks inherent in sales of products

in international markets.

Certain of our contemplated operations are outside

of the United States, and there can be no assurance that these products that we sell will be accepted or be successful in any particular

foreign market, due to local or global competition, product price, cultural differences, and consumer preferences or otherwise.

are many factors that could adversely affect demand for our products in foreign markets, including our inability to attract and maintain

key distributors in these markets;

volatility in the economic growth of certain of these markets;

changes in economic,

political or social conditions, the status and renegotiations of the North American Free Trade Agreement, imposition of new or increased

labeling, product or production requirements, or other legal restrictions;

restrictions on the import or export of our products or ingredients

or substances used in our products;

inflationary currency, devaluation or fluctuation;

increased costs of doing business due to compliance

with complex foreign and U.S.

laws and regulations.

If we are unable to effectively operate or manage the risks associated with operating

in international markets, our business, financial condition or results of operations could be adversely affected.

Water scarcity and poor quality could negatively impact our costs

and capacity.

Water is a main ingredient in substantially

all of our products, is vital to the production of the agricultural ingredients on which our business relies and is needed in our manufacturing

It also is critical to the prosperity of the communities we serve.

Water is a limited resource in many parts of the world, facing

unprecedented challenges from overexploitation, increasing demand for food and other consumer and industrial products whose manufacturing

processes require water, increasing pollution and emerging awareness of potential contaminants, poor management, lack of physical or financial

access to water, sociopolitical tensions due to lack of public infrastructure in certain areas of the world and the effects of climate

As the demand for water continues to increase around the world, and as water becomes scarcer and the quality of available water

deteriorates, we may incur higher costs or face capacity constraints and the possibility of reputational damage, which could adversely

affect our profitability or net operating revenues in the long run.

Fluctuations in quantity and quality of grape

supply could adversely affect our business.

A shortage in the supply of quality

grapes may result from a variety of factors that determine the quality and quantity of our grape supply, including weather conditions,

pruning methods, diseases and pests, the ability to buy grapes on long and short-term contracts and the number of vines producing grapes.

Any shortage in grape production could cause a reduction in the amount of wine we are able to produce, which could reduce sales and adversely

impact our results from operations.

Factors that reduce the quantity of our grapes may also reduce their quality, which in turn could

reduce the quality or amount of wine we produce.

Deterioration in the quality of our wines could harm our brand name, reduce sales and

adversely impact our business and results of operations.

Contamination of our wines could harm our business.

We are subject to certain hazards

and product liability risks, such as potential contamination, through tampering or otherwise, of ingredients or products.

Contamination

of any of our wines could force us to destroy wine held in inventory and could cause the need for a product recall, which could significantly

damage our reputation for product quality.

We maintain insurance against certain of these kinds of risks, and others, under various insurance

However, the insurance may not be adequate or may not continue to be available at a price or on terms that are satisfactory

to us and this insurance may not be adequate to cover any resulting liability.

changes in economic, political or social

conditions, tariffs including retaliatory tariffs, the status and renegotiations of the North American Free Trade Agreement, imposition

of new or increased labeling, product or production requirements, or other legal restrictions;

restrictions on the import or export of

our products or ingredients or substances used in our products;

currency fluctuations, and increased costs of doing business due to compliance

with complex foreign laws and regulations.

If we are unable to effectively operate or manage the risks associated with operating in international

markets, our business, financial condition or results of operations could be adversely affected.

Our business and operations would be adversely

impacted in the event of a failure or interruption of our information technology infrastructure or as a result of a cybersecurity attack.

The proper functioning of our own

information technology (IT) infrastructure is critical to the efficient operation and management of our business.

We may not have the

necessary financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely

impact our operations.

In addition, our IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software programs,

physical and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems.

that we have adopted appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related

and other potential disruptions.

The proper functioning of our own information technology

(“IT”) infrastructure is critical to the efficient operation and management of our business.

We may not have the necessary

financial resources to update and maintain our IT infrastructure, and any failure or interruption of our IT system could adversely impact

our operations.

In addition, our IT is vulnerable to cyberattacks, computer viruses, worms and other malicious software programs, physical

and electronic break-ins, sabotage and similar disruptions from unauthorized tampering with our computer systems.

For example, in early 2026 we experienced a hacking

incident wherein a malicious third party attempted to impersonate our President to divert funds.

While the Company ultimately avoided

losses from this incident, this event or similar events in the future could cause substantial financial, reputational and/or operational

harm on us or third parties with whom we conduct business.

It also delayed us several days from receiving funds we were owed under ELOC

Agreement at a time when we had a need for the funds.

This incident reminded us of the need to adopt and

maintain appropriate measures to mitigate potential risks to our technology infrastructure and our operations from these IT-related and

other potential disruptions.

However, given the unpredictability of the timing, nature and scope of any such IT failures or disruptions,

we could potentially be subject to downtimes, transactional errors, processing inefficiencies, operational delays, other detrimental impacts

on our operations or ability to provide products to our customers, the compromising of confidential or personal information, destruction

or corruption of data, security breaches, other manipulation or improper use of our systems and networks, financial losses from remedial

actions, loss of business or potential liability, and/or damage to our reputation, any of which could have a material adverse effect on

our cash flows, competitive position, financial condition or results of operations.

If we fail to comply with personal data protection and privacy laws,

we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively affect our

business and operating results.

In the ordinary course of our business,

we receive, process, transmit and store information relating to identifiable individuals (“personal data”), primarily employees,

former employees and consumers with whom we interact.

As a result, we are subject to various U.S.

federal and state and foreign laws and

regulations relating to personal data.

These laws have been subject to frequent changes, and new legislation in this area may be enacted

in other jurisdictions at any time.

These laws impose operational requirements for companies receiving or processing personal data, and

many provide for significant penalties for noncompliance.

These requirements with respect to personal data have subjected and may continue

in the future to subject the Company to, among other things, additional costs and expenses and have required and may in the future require

costly changes to our business practices and information security systems, policies, procedures and practices.

Our security controls over

personal data, the training of employees and vendors on data privacy and data security, and the policies, procedures and practices we

implemented or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party service providers

as well as our limited resources and personnel, we could potentially be subject to downtimes, transactional errors, processing inefficiencies,

operational delays, other detrimental impacts on our operations or ability to provide products to our customers, the compromising of confidential

or personal information, destruction or corruption of data, security breaches, other manipulation or improper use of our systems and networks,

financial losses from remedial actions, loss of business or potential liability, and/or damage to our reputation, any of which could have

a material adverse effect on our cash flows, competitive position, financial condition or results of operations.

If we fail to comply with personal data protection

and privacy laws, we could be subject to adverse publicity, government enforcement actions and/or private litigation, which could negatively

affect our business and operating results.

In the ordinary course of our business when we

generate sales, we receive, process, transmit and store information relating to identifiable individuals (“personal

data”), primarily employees, former employees and consumers with whom we interact.

For example, when we operated Qplash we

collected and processed personal data concerning consumers who access and purchase products on the platform.

As a result, we are

subject to various U.S.

federal and state and foreign laws and regulations relating to personal data.

These laws have been subject

to frequent changes, and new legislation in this area may be enacted in other jurisdictions at any time.

These laws impose

operational requirements for companies receiving or processing personal data, and many provide for significant penalties and fines

for noncompliance.

These requirements with respect to personal data have subjected and may continue in the future to subject the

Company to, among other things, additional costs and expenses and have required and may in the future require costly changes to our

business practices and information security systems, policies, procedures and practices.

Our security controls over personal data,

the training of employees and vendors on data privacy and data security,

and the policies, procedures and practices we implemented

or may implement in the future may not prevent the improper disclosure of personal data by us or the third-party service providers

and vendors whose technology, systems and services we use in connection with the receipt, storage and transmission of personal data.

access or improper disclosure of personal data in violation of personal data protection or privacy laws could harm our reputation, cause

loss of consumer confidence, subject us to regulatory enforcement actions (including fines), and result in private litigation against

us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal prosecution, all of

which could negatively affect our business and operating results.

If our third-party service providers and business

partners do not satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

In the conduct of our business,

we rely on relationships with third parties, including cloud data storage and other information technology service providers, suppliers,

distributors, contractors, joint venture partners and other external business partners, for certain functions or for services in support

of key portions of our operations.

These third-party service providers and business partners are subject to similar risks as we are relating

to cybersecurity, privacy violations, business interruption, and systems and employee failures, and are subject to legal, regulatory and

market risks of their own.

Our third-party service providers and business partners may not fulfill their respective commitments and responsibilities

in a timely manner and in accordance with the agreed-upon terms.

In addition, while we have procedures in place for selecting and managing

our relationships with third-party service providers and other business partners, we do not have control over their business operations

or governance and compliance systems, practices and procedures, which increases our financial, legal, reputational and operational risk.

If we are unable to effectively manage our third-party relationships, or for any reason our third-party service providers or business

partners fail to satisfactorily fulfill their commitments and responsibilities, our financial results could suffer.

Our results of operations may fluctuate from

quarter to quarter for many reasons, including seasonality.

Our sales are seasonal, and we

experience fluctuations in quarterly results as a result of many factors.

Companies similar to ours have historically generated a greater

percentage of our revenues during the warm weather months of April through September.

Timing of customer purchases will vary each year

and sales can be expected to shift from one quarter to another.

As a result, management believes that period-to-period comparisons of

results of operations are not necessarily meaningful and should not be relied upon as any indication of future performance or results

expected for the fiscal year.

Changes in accounting standards and subjective

assumptions, estimates and judgments by management related to complex accounting matters could significantly affect our financial results.

GAAP and related pronouncements,

implementation guidelines and interpretations with regard to a wide variety of matters that are relevant to our business, such as, but

not limited to, stock-based compensation, trade spend and promotions, and income taxes are highly complex and involve many subjective

assumptions, estimates and judgments by our management.

Changes to these rules or their interpretation or changes in underlying assumptions,

estimates or judgments by our management could significantly change our reported results.

If we are unable to maintain effective disclosure

controls and procedures and internal control over financial reporting, our stock price and investor confidence could be materially and

adversely affected.

We are required to maintain both

disclosure controls and procedures and internal control over financial reporting that are effective.

Because of their inherent limitations,

internal control over financial reporting, however well designed and operated, can only provide reasonable, and not absolute, assurance

that the controls will prevent or detect misstatements.

Because of these and other inherent limitations of control systems, there is only

the reasonable assurance that our controls will succeed in achieving their goals under all potential future conditions.

The failure of

controls by design deficiencies or absence of adequate controls could result in a material adverse effect on our business and financial

results, which could also negatively impact our stock price and investor confidence.

We are dependent on a distiller in Mexico to

provide us with our finished SALT tequila product.

Failure to obtain satisfactory performance from them or a loss of their services could

cause us to lose sales, incur additional costs, and lose credibility in the marketplace.

We depend on a distiller in Mexico,

a company in Jalisco, for the production, bottling, labeling, capping and packaging of our finished tequila product.

We do not have a

written agreement with our distiller in Mexico obligating it to produce our product.

The termination of our relationship with our distiller

in Mexico distiller or an adverse change in the terms of its services could have a negative impact on our business.

If our distiller in

Mexico increases its prices, we may not have alternative sources of supply at comparable prices and may not be able to raise the prices

of our products to cover all, or even a portion, of the increased costs.

In addition, if our distiller in Mexico fails to perform satisfactorily,

fails to handle increased orders, or the loss of the services of our distiller in Mexico, along with delays in shipments of products,

could cause us to fail to meet orders, lose sales, incur additional costs, and/or expose us to product quality issues.

In turn, this could

cause us to lose credibility in the marketplace and damage our relationships with our customers and consumers, ultimately leading to a

decline in our business and results of operations.

Regulatory decisions and changes in the legal,

regulatory and tax environment where our tequila is produced and where we operate could limit our business activities or increase our

operating costs and reduce our margins.

Our business is subject to extensive

regulation regarding production, distribution, marketing, advertising and labeling of beverage alcohol products in the U.S.

and in Mexico,

where our tequila is produced.

We are required to comply with these regulations and maintain various permits and licenses.

required to conduct business only with holders of licenses to import, warehouse, transport, distribute, and sell spirits.

We cannot assure

you that these and other governmental regulations, applicable to our industry, will not change or become more stringent.

Moreover, because

these laws and regulations are subject to interpretation, we may not be able to predict when, and to what extent, liability may arise.

Additionally, due to increasing public concern over alcohol-related societal problems,

including driving while intoxicated, underage drinking,

alcoholism and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions

or limits on advertising or other marketing activities promoting beverage alcohol products.

Failure to comply with any of the current

or future regulations and requirements relating to our industry and products, could result in monetary penalties, suspension or even revocation

of our licenses and permits.

Costs of compliance with changes in regulations could be significant and could harm our business, as we may

find it necessary to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our

sales and profit potential.

In addition, the distribution of

beverage alcohol products is subject to extensive taxation both in the United States and internationally (and, in the United States, at

both the federal and state government levels), and beverage alcohol products themselves are the subject of national import and excise

duties in most countries around the world.

An increase in taxation or in import or excise duties could also significantly harm our sales

revenue and margins, both through the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories

of beverage alcohol.

We face substantial competition in the alcoholic

and non-alcoholic beverage industry, and we may not be able to effectively compete.

Consolidation among spirits producers,

distributors, wholesalers, or retailers could create a more challenging competitive landscape for our products.

Consolidation at any level

could hinder the distribution and sale of our products as a result of reduced attention and resources allocated to our brands, both during

and after transition periods, because our brands might represent a smaller portion of the new business portfolio.

Expansion into new product

categories by other suppliers, or innovation by new entrants into the market, could increase competition in our product categories.

to our route-to-consumer models or partners in important markets could result in temporary or longer-term sales disruption, higher implementation-related

or fixed costs, and could negatively affect other business relationships we might have with that partner.

Distribution network disruption

or fluctuations in our product inventory levels with distributors, wholesalers, or retailers could negatively affect our results for a

particular period.

Our competitors may respond to

industry and economic conditions more rapidly or effectively than we do.

Our competitors offer products that compete directly with ours

for shelf space, promotional displays, and consumer purchases.

Pricing, (including price promotions, discounting, couponing, and free

goods), marketing, new product introductions, entry into our distribution networks, and other competitive behavior by our competitors

could adversely affect our sales margins, and profitability.

Our business operations may be adversely affected

by social, political and economic conditions affecting market risks and the demand for and pricing of our products.

These risks include:

Unfavorable economic conditions and related low consumer confidence, high unemployment, weak credit or capital markets, sovereign debt defaults, sequestrations, austerity measures, higher interest rates, political instability, higher inflation, deflation, lower returns on pension assets, or lower discount rates for pension obligations;

Changes in laws, regulations, or policies - especially those that affect the production, importation, marketing, sale, or consumption of our beverage alcohol products;

● Tax rate changes (including excise, sales, tariffs, duties, corporate, individual income, dividends, capital gains), or changes in

related reserves, changes in tax rules or accounting standards, and the unpredictability and suddenness with which they can occur;

● Dependence upon the continued growth of brand names;

● Changes in consumer preferences, consumption, or purchase patterns - particularly away from tequila, and our ability to anticipate

and react to them;

bar, restaurant, travel, or other on-premise declines;

● Unfavorable consumer reaction to our products, package changes, product reformulations, or other product innovation;

● Decline in the social acceptability of beverage alcohol products in our markets;

● Production facility or supply chain disruption;

● Imprecision in supply/demand forecasting;

● Higher costs, lower quality, or unavailability of energy, input materials, labor, or finished goods;

● Route-to-consumer changes that affect the timing of our sales, temporarily disrupt the marketing or sale of our products, or result

in higher implementation related or fixed costs;

● Inventory fluctuations in our products by distributors, wholesalers, or retailers;

Competitors’ consolidation or other competitive

activities, such as pricing actions (including price reductions, promotions, discounting, couponing, or free goods), marketing, category

expansion, product introductions, or entry or expansion in our geographic markets;

● Insufficient protection of our intellectual property rights;

● Product recalls or other product liability claims;

product counterfeiting, tampering, or product quality issues;

● Significant legal disputes and proceedings;

government investigations (particularly of industry or company business, trade or marketing

● Failure or breach of key information technology systems;

● Negative publicity related to our company, brands, marketing, personnel, operations, business performance or prospects;

● Business disruption, decline, or costs related to organizational changes, reductions in workforce, or other cost-cutting measures,

or our failure to attract or retain key executive or employee talent.

Uncertainty in the financial markets and other

adverse changes in general economic or political conditions in any of the major countries in which we do business could adversely affect

our industry, business and results of operations.

Global economic uncertainties,

including foreign currency exchange rates, affect businesses such as ours in a number of ways, making it difficult to accurately forecast

and plan our future business activities.

There can be no assurance that economic improvements will occur, or that they would be sustainable,

or that they would enhance conditions in markets relevant to us.

Our limited operating history makes it difficult

to forecast our future results, making any investment in us highly speculative.

We have a limited operating history,

and our historical financial and operating information is of limited value in predicting our future operating results.

We may not accurately

forecast customer behavior and recognize or respond to emerging trends, changing preferences or competitive factors facing us, and, therefore,

we may fail to make accurate financial forecasts.

Our current and future expense levels are based largely on our investment plans and

estimates of future revenue.

As a result, we may be unable to adjust our spending in a timely manner to compensate for any unexpected

revenue shortfall, which could then force us to curtail or cease our business operations.

Risks Related to Our Securities

An investment in our common stock is speculative

and there can be no assurance of any return on any such investment.

An investment in our common stock

is speculative and there is no assurance that investors will obtain any return on their investment.

Investors will be subject to substantial

risks involved in an investment in the Company, including the risk of losing their entire investment.

Future sales of common stock, or the perception

of such future sales, by some of our existing stockholders could cause our stock price to decline.

Unauthorized access or improper disclosure of personal data in violation of personal data protection or privacy laws could harm our

reputation, cause loss of consumer confidence, subject us to regulatory enforcement actions (including fines), and result in private

litigation against us, which could result in loss of revenue, increased costs, liability for monetary damages, fines and/or criminal

prosecution, all of which could negatively affect our business and operating results.

Our results of operations may fluctuate from quarter

to quarter for many reasons, including seasonality.

In the past, our sales were seasonal, and we may experience

seasonality if we resume generating revenue.

Companies similar to ours have historically generated a greater percentage of their revenues

during the warm weather months of April through September.

The timing of customer purchases will vary each year and sales can be expected

to shift from one quarter to another.

As a result, management believes that period-to-period comparisons of results of operations are

not necessarily meaningful and should not be relied upon as any indication of future performance or results expected for the fiscal year.

Material weaknesses in our internal control over

financial reporting may cause us to fail to timely and accurately report our financial results or result in a material misstatement of

our consolidated financial statements.

A material weakness exists over our financial reporting.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is

a reasonable possibility that a material misstatement of our consolidated financial statements will not be prevented or detected on a

timely basis.

As disclosed in this Report under “Item 9A-Controls and Procedures”, we have identified material weaknesses

in the Company’s internal controls related to a limited segregation of duties due to our limited resources and insufficient accounting

employees, resulting in a lack of controls to ensure maintenance of documentation supporting transactions recorded in the Company’s

accounting records.

Management has determined that these material weaknesses which result in material misstatements of significant accounts

and disclosures that could result in a material misstatement to our interim or annual financial statements that would not be prevented

In addition, due to limited staffing, we are not always able to detect minor errors or omissions in reporting.

Once we obtain

sufficient working capital, we intend to remediate the material weaknesses.

It is possible that the material weaknesses over our financial

reporting or the discovery of additional material weaknesses and their possible effect on our financial and operating results, could have

material and adverse effect on our stock price and investor confidence.

Risks Related to our Securities and Other Risks

Future sales of Common

Stock, or the perception of such future sales, by some of our existing stockholders could cause our stock price to decline.

The market price of our Common

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future at a time and at a price that we deem appropriate.

From time to time, certain of our

stockholders may be eligible to sell all or some of their common shares by means of ordinary brokerage transactions in the open market

pursuant to Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), subject to certain limitations.

In general, pursuant to Rule 144, non-affiliate stockholders may sell freely after six months subject only to the current public information

Affiliates may sell after six months subject to the Rule 144 volume, manner of sale (for equity securities), and current

public information and notice requirements.

Our Board of Directors may issue and fix the terms of shares of our

Preferred Stock without stockholder approval, which could adversely affect the voting power of holders of our Common Stock or any change

in control of our Company.

Our Articles of Incorporation authorize

the issuance of up to 5,000,000 shares of “blank check” preferred stock, with par value $0.001 per share, with such designation

rights and preferences as may be determined from time to time by the Board of Directors.

Our Board of Directors is empowered, without

shareholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely

affect the voting power or other rights of the holders of our common stock.

In the event of such issuances, the preferred stock could

be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control of our company.

issuance would be subject to terms and conditions of any current offering that may disallow any such issuance.

We have 1,000 shares of Series A Preferred Stock

authorized and outstanding with mirrored voting rights.

Series A Preferred Stock

Pursuant to a certificate of designation filed with

the Secretary of State of the State of Nevada on June 10, 2025 (the “Certificate of Designation of Series A Preferred Stock”),

one thousand (1,000) shares of preferred stock have been designated as Series A Preferred Stock, par value $0.001 per share, of the Company

(“Series A Preferred Stock”).

The Certificate of Designation provides that each Series A Preferred Share will have twenty-five

thousand (25,000) votes and will vote together with the Company’s outstanding common shares, par value $0.001 (the “Common

Shares”), as a single class, only with respect to the proposal related to the increase of authorized shares at the Special Meeting.

The holder of the Series A Preferred Shares has granted an irrevocable proxy to certain officers of the Company to vote the Series A Preferred

Shares in accordance with the terms of the Issuance Documents, in connection with the Special Meeting.

Per the terms of the Issuance Documents,

if voted, the Series A Preferred Shares are required to vote on the applicable proposals in the same “mirrored” proportion

aggregate votes cast “FOR” and “AGAINST” on the proposal to increase the authorized shares by the holders of the

Common Shares who properly vote on such proposal (but excluding any abstentions).

Nistico, the Company’s Chief Executive Officer,

directly beneficially owns such one thousand (1,000) share of Series A Preferred Stock.

The outstanding Series A Preferred Shares are required

to be redeemed in whole, but not in part, upon the earliest of:

(i) if such redemption is authorized and directed by the Board in its

sole discretion, automatically and effective on such time and date specified by the Board in its sole discretion, (ii) automatically upon

the approval by the Company’s shareholders of the increase of the authorized shares at any meeting of shareholders or (iii) immediately

prior to the record date for the 2025 Annual Meeting of Shareholders of the Company Upon such redemption, the holder of the Series A Preferred

Shares will receive aggregate consideration equal to the Purchase Price.

The Series A Preferred will vote as described above

to increase the number of authorized shares of our common stock, which could result in substantial dilution to existing stockholders if

additional shares are issued.

The increase in authorized shares provides us with greater flexibility to issue additional equity securities

for various corporate purposes, including financings, equity compensation, or other strategic transactions.

However, any such issuances

may dilute the ownership interests of existing stockholders and could adversely affect the market price of our common stock.

the issuance of additional shares may make it more difficult for a third party to acquire control of the Company, which could discourage

or delay takeover attempts that could benefit stockholders.

There can be no assurance as to when or if any additional shares will be issued

or the terms on which such issuances may occur.

We have issued multiple classes of preferred

stock in the Company that will result in dilution to existing stockholders upon their conversion

The issuance of common stock upon conversion of the

our Series A-1 Preferred Stock, our Series B Redeemable Preferred Stock, and our Series C Convertible Preferred Stock will result in immediate

and substantial dilution to the interests of other stockholders.

Although holders may not receive shares of common stock exceeding 4.99%

of our outstanding shares of common stock immediately after affecting such conversion, this restriction does not prevent holders from

receiving shares up to the 4.99% limit, selling those shares, and then receiving the rest of the shares it is due, in one or more tranches,

while still staying below the 4.99% limit.

If holders choose to do this, it will cause substantial dilution to the then holders of our

common stock.

On September 19, 2025 the Company entered into the (“ELOC Agreement”)

with C/M Capital Master Fund, LP (“C/M”) pursuant to which, subject to certain terms and conditions set forth therein, the

Company may sell and issue to C/M shares of Common Stock for total gross proceeds of up to $35 million.

The Company recently registered

up to 10,000,000 shares of Common Stock pursuant to the ELOC Agreement.

Since then, the Company has sold a total of 4,840,254 shares under

the ELOC Agreement for total gross proceeds of $1,917,709 as of April 14, 2026.

In addition, pursuant to Registration Rights Agreements

entered into in connection with our sale of Series A-1 and accompanying Warrants, Series B, as well as subsequent convertible promissory

notes, we recently registered the resale of an additional up to 7,765,238 shares of Common Stock issuable to holders of those securities.

See also the Risk Factor titled “We have issued multiple classes of preferred stock and other securities of the Company that will

result in dilution to existing stockholders upon their conversion and exercise.”

Due to the passage of time

many shares of our Common Stock outstanding or issuable upon conversion or exercise of derivative securities, including securities that

were issued in 2025, are or may become sellable under Rule 144 under the Securities Act of 1933 (the “Securities Act”).

general, from time to time, certain of our stockholders may be eligible to sell all or some of their common shares by means of ordinary

brokerage transactions in the open market pursuant to Rule 144, subject to certain limitations.

In general, pursuant to Rule 144, non-affiliate

stockholders may sell freely after six months subject only to the current public information requirement.

Affiliates may sell after six

months subject to the Rule 144 volume, manner of sale (for equity securities), and current public information and notice requirements.

Sales of substantial amounts of our Common Stock in

the public market, or the perception that such sales might occur, could adversely affect the market price of our Common Stock.

predict if and when selling stockholders may sell such shares in the public market.

We have issued multiple

classes of preferred stock and other securities of the Company that will result in dilution to existing stockholders upon their conversion

and exercise.

The issuance of Common Stock upon conversion of our

outstanding convertible preferred stock will result in immediate and substantial dilution to the interests of other stockholders.

series of preferred stock are convertible into a total of up to 7,635,998 shares of Common

Stock, subject to beneficial ownership limitations and certain adjustments.

Further, the Series A-1 and Series B each allow the holders

to convert at a reduced conversion price equal to 80% of the average of the five trading day volume weighted average price calculated

as of the date an applicable conversion notice, subject to a floor price of $1.25.

The Series A-1 and Series B each entitle the holders

thereof to quarterly dividends which may be paid in Common Stock in lieu of cash.

Although conversions are subject to stockholder approval

and thereafter holders may not receive shares of Common Stock exceeding 4.99% of our outstanding shares of Common Stock immediately after

affecting such conversion, this restriction does not prevent holders from receiving shares up to the 4.99% limit, selling those shares,

and then receiving the rest of the shares it is due, in one or more tranches, while still staying below the 4.99% limit.

outstanding Warrants issued in connection with the sales of Series A-1 since June 2025 entitle the holders thereof to receive additional

shares of Common Stock upon exercises thereof.

If holders choose to do this, it will cause substantial dilution to the then holders of

our Common Stock.

Additionally, the continued sale of shares issuable upon successive conversions will likely create significant downward

pressure on the price of our common stock as holders sells material amounts of our common stock over time and/or in a short period of

pressure on the price of our Common Stock as holders sell material amounts of our Common Stock over time and/or in a short period of time.

This could place further downward pressure on the price of our Common Stock and in turn result in holders receiving an ever-increasing

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which could lead to our Common Stock becoming devalued or worthless.

The market price of our common stock

has been volatile over the year and may continue to be volatile.

Further, these series of

preferred stock contain dividend rights and liquidation preferences in favor of the holders thereof that may operate to limit or reduce

the rights of holders of our Common Stock, including with respect to dividends or liquidation events that may occur in the future.

example, the dividend rights of the preferred stock would reduce the Company’s ability to declare dividends while the preferred

stock is outstanding.

Further, the senior ranking in liquidation preference for the preferred stockholders would operate to reduce or

eliminate any amounts which may otherwise have been available to Common Stockholders upon a dissolution or winding up of the Company.

These terms could have a material adverse effect on the holders of our Common Stock.

The market price

of our Common Stock has been volatile and may continue to be volatile.

The market price and

trading volume of our common stock has been volatile over the past year, and it may continue to be volatile.

Over fiscal year 2024 and the date of this annual report, our common stock has traded as low as $0.96 and as high as $29.20

We cannot predict the price at which our common stock will trade in the future, and the price of

our common stock may decline.

The price at which our common stock trades may fluctuate significantly and

may be influenced by many factors, including our financial results, developments generally affecting the coffee industry, general economic,

industry and market conditions, the depth and liquidity of the market for our common stock, fluctuations in coffee prices,

investor perceptions of our business, reports by industry analysts, negative announcements by our customers, competitors or suppliers

regarding their own performances, and the impact of other “Risk Factors” discussed in the Annual Report.

Because certain principal stockholders own a

large percentage of our voting stock, other stockholders’ voting power may be limited.

As of December 31, 2024, our ten

(10) largest shareholders own or controlled approximately 57% of our outstanding common stock .

If those stockholders act together,

they would have the ability to have a substantial influence on matters submitted to our stockholders for approval, including the election

and removal of directors and the approval of any merger, consolidation or sale of all or substantially all of our assets.

our other stockholders may have little or no influence over matters submitted for shareholder approval.

In addition, the ownership of

such stockholders could preclude any unsolicited acquisition of us, and consequently, adversely affect the price of our common stock.

These stockholders may make decisions that are adverse to your interests.

We do not expect to pay dividends and investors

should not buy our Common Stock expecting to receive dividends.

We do not anticipate that we will

declare or pay any dividends in the foreseeable future.

Consequently, you will only realize an economic gain on your investment in our

common stock if the price appreciates.

You should not purchase our common stock expecting to receive cash dividends.

Therefore, our failure

to pay dividends may cause you to not see any return on your investment even if we are successful in our business operations.

There can be no assurances that our common stock

will not be subject to potential delisting if we do not continue to maintain the listing requirements of the NYSE American.

Since June 11, 2021, our common

stock has been listed on the NYSE American, under the symbol “SBEV”.

The NYSE American has rules for continued listing, including,

without limitation, minimum market capitalization and other requirements.

Failure to maintain our listing (i.e., being de-listed from

the NYSE American), would make it more difficult for shareholders to sell our common stock and more difficult to obtain accurate price

quotations on our common stock.

This could have an adverse effect on the price of our common stock.

Our ability to issue additional securities

for financing or other purposes, or otherwise to arrange for any financing we may need in the future, may also be materially and adversely

affected if our common stock is not traded on a national securities exchange.

On October 6, 2023, the NYSE American

notified the Company that we were not in compliance with Section 1003(a)(i) of the continued listing standards set forth in the NYSE American

Company Guide (the “Company Guide”), requiring a listed company to have stockholders’ equity of (i) at least $2.0 million

if it has reported losses from continuing operations or net losses in two of its three most recent fiscal years.

The notice had no immediate

impact on the listing of our common stock, subject to our compliance with the other continued listing requirements.

In accordance with

applicable NYSE American procedures, we submitted a plan of compliance (the “Plan”) advising of the definitive action(s) the

Company has taken, is taking, or would take, that would bring us into compliance with the continued listing standards within the 18 months

of receipt of the notice.

The NYSE American reviewed and accepted the Plan as a reasonable demonstration of an ability to conform to the

relevant standards in the 18-month period.

On December 20, 2023, we received a notification (the “Plan Letter”), with NYSE

American acceptance of the proposed plan and further deficiency notice.

In the Plan Letter the NYSE American indicated that in addition

to Section 1003(a)(i), the Company was also not in compliance with Section 1003(a)(ii) of the Company Guide, requiring a listed company

to have stockholders’ equity of at least $4.0 million if it has reported losses from continuing operations or net losses in three

of its four most recent fiscal years.

On June 5, 2024, the Company received

notification from the NYSE American indicating that it is not in compliance with the Exchange’s continued listing standards

under Section 1003(a)(iii) of the Company Guide, requiring a listed company to have stockholders’ equity of $6 million

or more if the listed company has reported losses from continuing operations and/or net losses in its five most recent fiscal years.

On April 7, 2025, Company, NYSE

American publicly announced and provided a notice to the Company that NYSE Regulation has determined to commence proceedings to delist

the Company’s Common Stock and publicly trading Warrants to purchase one share of Common Stock, from NYSE American.

NYSE Regulation

has determined that the Company is no longer suitable for listing pursuant to Section 1009(a) of the NYSE American Company Guide as the

Company was unable to demonstrate that it had regained compliance with Sections 1003(a)(i), (ii), and (iii) of the Company Guide by the

end of the maximum 18-month compliance plan period, which expired on April 6, 2025.

April 16, 2025, the Company, received an official notice of noncompliance from NYSE Regulation stating that the Company is

not in compliance with NYSE American continued listing standards due to the failure to timely file the Company’s Form 10-K for the

year ended December 31, 2024 by the filing due date of April 15, 2025.

Our common stock will continue

to be listed and traded on the NYSE American during the 18-month period, subject to the Company’s compliance with the other continued

listing standards of the NYSE American and continued periodic review by the NYSE American of the Company’s progress with respect

There can be no assurance that the Company will be able to meet its goals set forth in the Plan.

If we are unable to satisfy

the NYSE American rules and listing standards, or are unable to make progress on our Plan, our securities could be subject to delisting.

If the NYSE American were to delist

our securities from trading, we could face significant consequences, including, but not limited to, the following:

● a limited availability

for market quotations for our securities;

● reduced liquidity with

respect to our securities;

● a determination that

our common stock is a “penny stock,” which will require brokers trading in our common stock to adhere to more stringent rules

and possibly result in a reduced level of trading activity in the secondary trading market for our common stock;

● limited amount of news

and analyst coverage;

● a decreased ability

to issue additional securities or obtain additional financing in the future.

Our common stock could be further diluted as

the result of the issuance of additional common stock, convertible securities, warrants or options.

Our issuance of additional common

stock, convertible securities, options and warrants could affect the rights of our stockholders, result in a reduction in the overall

percentage holdings of our stockholders, could put downward pressure on the market price of our common stock, could result in adjustments

to conversion and exercise prices of outstanding notes and warrants, and could obligate us to issue additional common stock to certain

of our stockholders.

trading volume of our Common Stock has been volatile in recent periods, and it may continue to be volatile.

example, thus far in 2026 through April 10, 2026, our Common Stock has traded as low as $0.34 and as high as $0.98 per share.

We cannot predict the price at which our Common Stock will trade in the future, and the price of our Common

Stock may decline.

The price at which our Common Stock trades may fluctuate significantly and may be influenced

by many factors, including our financial results, developments generally affecting the beverage industry, general economic, industry and market conditions,

the depth and liquidity of the market for our Common Stock, fluctuations in prices and costs, investor perceptions of our business,

reports by industry analysts, negative announcements by our customers, competitors or suppliers regarding their own performances, and

the impact of other Risk Factors discussed herein.

Our Common Stock could

be further diluted as the result of the issuance of additional Common Stock, convertible securities, warrants or options.

We expect to need to issue

additional shares of Common Stock and/or Common Stock equivalents in the near term in order to meet our capital requirements and to close

the Medterra acquisition or strategic transaction.

Our issuance of additional Common Stock, convertible securities, options and warrants

could affect the rights of our stockholders, result in a reduction in the overall percentage holdings of our stockholders, could put downward

pressure on the market price of our Common Stock, could result in adjustments to conversion and exercise prices of outstanding notes and

warrants, and could obligate us to issue additional Common Stock to certain of our stockholders.

We incur significant additional

costs as a result of being a public company, and our management is required to devote substantial time to compliance with our public company

responsibilities and corporate governance practices.

We incur increased costs

associated with corporate governance requirements that are become applicable to us as a public company, including rules and regulations

of the SEC, under the Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Customer Protection Act of 2010, and the Exchange

Act, as well as the rules of the NYSE American.

These rules and regulations significantly increase our accounting, legal and financial

compliance costs and make some activities more time consuming, including due to increased training of our current employees, additional

hiring of new employees, and increased assistance from consultants.

These rules and regulations also make it more expensive for us to

maintain directors’ and officers’ liability insurance.

As a result, it may be more difficult for us to attract and retain

qualified persons to serve on our Board or as executive officers.

Furthermore, these rules and regulations increase our legal and financial

compliance costs and will make some activities more time-consuming and costly.

In addition, our management team must devote substantial

attention to interacting with the investment community and complying with the increasingly complex laws pertaining to public companies,

which may divert attention away from the day-to-day management of our business, including operational, research and development and

sales and marketing activities.

Increases in costs incurred or diversion of management’s attention as a result of becoming a publicly

traded company may adversely affect our business, prospects, financial condition, results of operations, and cash flows.

Our Board of Directors

may issue and fix the terms of shares of our preferred stock without stockholder approval, which could adversely affect the voting power

of holders of our Common Stock or any change in control of our Company.

Our Articles of Incorporation

authorize the issuance of up to 5,000,000 shares of “blank check” preferred stock, with par value $0.001 per share, with such

designation rights and preferences as may be determined from time-to-time by the Board of Directors (the “Board”).

is empowered, without stockholder approval, to issue shares of preferred stock with dividend, liquidation, conversion, voting or other

rights which could adversely affect the voting power or other rights of the holders of our Common Stock.

In the event of such issuances,

the preferred stock could be used, under certain circumstances, as a method of discouraging, delaying or preventing a change in control

of our company.

Any such issuance would be subject to terms and conditions of any current offering that may disallow any such issuance.

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