What changed in this filing

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Item 1A. Risk Factors

2021-02-22 compared with 2020-03-30 · 59 added, 74 removed, 1 unchanged (99% of the section changed)

In addition to the other information set forth

in this report, you should consider the following factors, which could materially affect our business, financial condition or results

of operations in future periods.

The risks described below are not the only risks facing our Company.

Additional risks not currently

known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or

results of operations in future periods.

If we are unable to expand our operations

in the marketplace, our growth rate could be negatively affected.

Our success depends in part on our ability

to grow our business.

We have adopted and implemented a strategic plan to increase awareness of our products, secure additional

distribution channels, and foster and strengthen our supply, manufacturing and distribution relationships.

Our strategic

plan includes addressing changes in the market.

There can be no assurance that we will achieve the growth necessary

to achieve our objectives.

We could need additional capital in the

future to expand our operations and execute our business objectives.

Should we need additional capital to expand

our operations, financing transactions may include the issuance of equity, debt securities, and credit facilities.

The challenges of competing with other beverage

companies could result in reductions to our revenue and operating margins.

The nonalcoholic beverage segment of the beverage

industry is competitive.

We compete with numerous beverage companies, including those marketing similar products.

All beverages

companies are competing for stomach share on a daily basis which is approximately 64 oz.

addition to the other information set forth in this report, you should consider the following factors, which could materially

affect our business, financial condition or results of operations in future periods.

The risks described below are not the only

risks facing our Company.

Additional risks not currently known to us or that we currently deem to be immaterial also may materially

adversely affect our business, financial condition or results of operations in future periods.

we are unable to expand our operations in the marketplace, our growth rate could be negatively affected.

success depends in part on our ability to grow our business.

We have adopted and implemented a strategic plan to increase awareness

of our products, secure additional distribution channels, and foster and strengthen our supply, manufacturing and distribution

relationships.

Our strategic plan includes addressing changes in the market.

There can be no assurance that we will achieve the

growth necessary to achieve our objectives.

could need additional capital in the future to expand our operations and execute our business objectives.

we need additional capital to expand our operations, financing transactions may include the issuance of equity, debt securities,

and credit facilities.

challenges of competing with other beverage companies could result in reductions to our revenue and operating margins.

nonalcoholic beverage segment of the beverage industry is competitive.

We compete with numerous beverage companies, including

those marketing similar products.

All beverages companies are competing for stomach share on a daily basis which is approximately

of fluid per day, per person.

depends on our ability to secure distribution channels for our products, our ability to make consumers aware of our products and

the appeal of our products to consumers.

Disruption of supply, increases in costs

or shortages of ingredients could affect our operating results.

Availability of supply and the prices charged

by the producers of production inputs used in our products can be affected by a variety of factors, including the general demand

by other buyers for the same fruits used by us in our products, and country politics and country economics in the area in which

our fruit is grown.

The quality of fruit we seek trades on a negotiated

basis, depending on supply and demand at the time of the purchase.

An increase in the price of any fruit that we use in our products

will have a negative effect on our margins should we be unable to increase our sales price.

Higher energy costs may increase the

cost of transporting our supplies.

Changes in emission rules for maritime vessels will likely increase costs of shipping our products.

Conversely, lower fruit prices and lower energy prices will have a positive result on transport and packaging costs.

We use independent bottlers for the filling

of our products and, as such, are subject to the bottler’s production and quality control.

We use independent bottlers for the production

of our products.

Accordingly, we are dependent on the bottlers and their ability to meet production demands and to achieve

product quality.

We play an active roll in the production of our beverages, which includes but is not limited

to developing our formulations, maintaining control over the labeling and packaging of our beverates, independent Underwriters

Laboratories testing of our products for safetly, and packaging and function of our packaging and correct FDA labeling.

review and monitor the safety certifications of the factories including their status with the United States Food and Drug Administration.

We also inspect the warehouses that our products are stored in, and monitor the trucking companies that deliver our goods.

Litigation and publicity concerning food

quality, health claims, and other issues could expose us to significant liabilities.

The packaged food industry can be adversely

affected by litigation and complaints from customers and government authorities resulting from product quality, health claims,

allergens, illness, and injury.

Adverse publicity about these allegations may negatively affect the Company, regardless of whether

the allegations are true.

In addition, the food industry has been subject to a number of claims based on the nutritional content

of food products they sell, and disclosure and advertising practices.

Due to the inherent uncertainties of litigation and regulatory

proceedings, we cannot predict the ultimate outcome of any such proceedings.

An unfavorable outcome will have an adverse impact

on our business.

In addition, any litigation or regulatory proceedings may result in substantial costs.

UNRESOLVED STAFF

Not applicable.

The Company maintains office space in Jersey

The lease agreement is for the period March 1, 2019 to February 29, 2020 and was renewed for one year under the same

The rent under this agreement is $2,343 per month, and expires February 28, 2021.

Our success depends on our ability to secure distribution channels for our products, our

ability to make consumers aware of our products and the appeal of our products to consumers.

of supply, increases in costs or shortages of ingredients could affect our operating results.

of supply and the prices charged by the producers of production inputs used in our products can be affected by a variety of factors,

including the general demand by other buyers for the same fruits used by us in our products, and country politics and country

economics in the area in which our fruit is grown.

quality of fruit we seek trades on a negotiated basis, depending on supply and demand at the time of the purchase.

in the price of any fruit that we use in our products will have a negative effect on our margins should we be unable to increase

our sales price.

Higher energy costs may increase the cost of transporting our supplies.

Changes in emission rules for maritime

vessels will likely increase costs of shipping our products.

Conversely, lower fruit prices and lower energy prices will have

a positive result on transport and packaging costs.

use independent bottlers for the filling of our products and, as such, are subject to the bottler’s production and quality

use independent bottlers for the production of our products.

Accordingly, we are dependent on the bottlers and their ability to

meet production demands and to achieve product quality.

We play an active roll in the production of our beverages, which includes

but is not limited to developing our formulations, maintaining control over the labeling and packaging of our beverages, independent

Underwriters Laboratories testing of our products for safety, and packaging and function of our packaging and correct FDA labeling.

We also review and monitor the safety certifications of the factories including their status with the United States Food and Drug

Administration.

We also inspect the warehouses that our products are stored in, and monitor the trucking companies that deliver

and publicity concerning food quality, health claims, and other issues could expose us to significant liabilities.

packaged food industry can be adversely affected by litigation and complaints from customers and government authorities resulting

from product quality, health claims, allergens, illness, and injury.

Adverse publicity about these allegations may negatively

affect the Company, regardless of whether the allegations are true.

In addition, the food industry has been subject to a number

of claims based on the nutritional content of food products they sell, and disclosure and advertising practices.

Due to the inherent

uncertainties of litigation and regulatory proceedings, we cannot predict the ultimate outcome of any such proceedings.

An unfavorable

outcome will have an adverse impact on our business.

In addition, any litigation or regulatory proceedings may result in substantial

UNRESOLVED STAFF COMMENTS

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