What changed in this filing

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Item 1A. Risk Factors

2022-04-15 compared with 2021-03-30 · 816 added, 733 removed, 169 unchanged (90% of the section changed)

following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented

in our forward-looking statements.

The risks and uncertainties described below are not the only ones we face but do represent

those risks and uncertainties that we believe are material to us.

Additional risks and uncertainties not presently known to us

or that we currently deem immaterial may also harm our business.

All forward-looking statements in this document are based on

information available to us as of the date hereof, and we assume no obligations to update any such forward-looking statements.

following are some of the risks and uncertainties that could cause our actual results to differ materially from those presented in our

forward-looking statements.

The risks and uncertainties described below are not the only ones we face but do represent those risks and

uncertainties that we believe are material to us.

Additional risks and uncertainties not presently known to us or that we currently deem

immaterial may also harm our business.

All forward-looking statements in this document are based on information available to us as of

the date hereof, and we assume no obligations to update any such forward-looking statements.

of Material Risk Factors

We have a history of operating losses.

If we continue to suffer losses from operations, our working capital may be insufficient

to support our ability to expand our business operations as rapidly as we would deem necessary at any time, unless we are able

to obtain additional financing.

We may need additional financing in the future, which may not be available when needed or may be costly and dilutive.

Our secured credit facility with Rosenthal and Rosenthal, Inc.

contains financial covenants that, if breached, could trigger default.

The recent global coronavirus outbreak could harm our business and results of operations.

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 estimates regarding the sufficiency of our cash resource and capital

requirements and needs for additional financing raises substantial doubt about our ability to continue as a going concern.

We require additional financing to support our working capital and execute our operating plans for fiscal 2022, which may not

be available or may be costly and dilutive.

The impact of the COVID-19 pandemic could continue to harm our business and results of operations.

Disruption within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial

condition and results of operations.

Increased market spending may not drive volume growth.

Increases in costs of packaging, ingredients and contract manufacturing tolling fees may have an adverse impact on our gross margin.

Increases in costs of packaging, ingredients, fuel, and contract manufacturing tolling fees may have an adverse impact on our

gross margin.

If we do not adequately manage our inventory levels, our operating results could be adversely affected.

It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders

Factors Related to our recently received Paycheck Protection Program Loan

may not be entitled to forgiveness of our recently received Paycheck Protection Program Loan, and our application for the Paycheck

Protection Program Loan could in the future be determined to have been impermissible.

April 20, 2020, we were granted a Paycheck Protection Program loan (the “PPP Loan”) under the Coronavirus Aid, Relief,

and Economic Security Act (the “CARES Act”) administered by the U.S.

Small Business Administration (the “SBA”)

in the aggregate amount of $770,000 pursuant to the Paycheck Protection Program (the “PPP”) under the CARES Act.

PPP Loan agreement is dated April 20, 2020, matures on April 20, 2022, bears interest at a rate of 1% per annum, with the first

six months of interest deferred, is payable monthly commencing on November 2020, and is unsecured and guaranteed by the U.S.

Business Administration.

The loan term may be extended to April 20, 2025, if mutually agreed to by the Company and lender.

PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties.

Under the CARES Act, as amended in June 2020,

loan forgiveness is generally available for the sum of documented payroll costs, covered rent payments, covered mortgage interest

and covered utilities during the “Covered Period”, which is 8 weeks or 24 weeks (at the election of the Company) beginning

on the date of the first disbursement of the PPP Loan.

We will be required to repay any portion of the outstanding principal that

is not forgiven, along with accrued interest, and we cannot provide any assurance that we will be eligible for loan forgiveness,

that we will apply for forgiveness, or that any amount of the PPP Loan will ultimately be forgiven by the SBA.

In order to apply

for the PPP Loan, we were required to certify, among other things, that the current economic uncertainty made the PPP Loan request

necessary to support our ongoing operations.

We made this certification in good faith after analyzing, among other things, the

maintenance of our workforce, our need for additional funding to continue operations, and our ability to access alternative forms

of capital in the current market environment to offset the effects of the COVID-19 pandemic.

Following this analysis, we believe

that we satisfied all eligibility criteria for the PPP Loan, and that our receipt of the PPP Loan is consistent with the broad

objectives of the CARES Act.

The certification described above is subject to interpretation.

On April 23, 2020, the SBA issued

guidance stating that it is unlikely that a public company with substantial market value and access to capital markets will be

able to make the required certification in good faith.

The lack of clarity regarding loan eligibility under the Paycheck Protection

Program has resulted in significant media coverage and controversy with respect to public companies applying for and receiving

If, despite our good-faith belief that given our circumstances we satisfied all eligible requirements for the PPP Loan,

we are later determined to have not been in compliance with these requirements or it is otherwise determined that we were ineligible

to receive the PPP Loan, we may be required to repay the PPP Loan in its entirety and/or be subject to additional penalties.

we be audited or reviewed by federal or state regulatory authorities as a result of filing an application for forgiveness of the

PPP Loan or otherwise, such audit or review could result in the diversion of management’s time and attention and the incurrence

of additional costs.

Any of these events could have a material adverse effect on our business, results of operations and financial

It is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with

● We will be subject

to delisting if we do not meet the Nasdaq bid price rule by August 15, 2022.

Factors Relating to Our Business

have a history of operating losses.

the year ended December 31, 2020, the Company recorded a net loss of $10,177 and used cash in operations of $9,496.

COVID-19 pandemic and related ongoing impacts may have a material adverse effect on our results of operations and financial condition.

the year ended December 31, 2021, the COVID-19 pandemic has impacted our operating results and the Company anticipates a continued impact

for the balance of the year.

In addition, the pandemic may cause reduced demand for our products if, for example, the pandemic results

in a recessionary economic environment which negatively effects the consumers who purchase our products.

Based on the recent increase

in demand for our products, we believe that over the long term, there will continue to be strong demand for our products.

December 31, 2021, the Company has experienced higher transportation expenses as the capacity in the freight market has not kept up with

The Company believes that costs will continue to increase throughout the year.

In addition, the Company experienced increases

in the pricing of several of its raw materials and delays in procuring several of these items.

However, mitigation plans are being implemented

to manage this risk.

Additionally, the Company was negatively impacted by supply chain challenges impacting our ability to benefit from

strong demand for and increased sales of our product.

The disruption caused by labor shortages, significant raw material cost inflation,

logistics issues and increased freight costs, and ongoing port congestion, resulted in suppressed margins and net income.

anticipates a continued impact throughout 2022.

ability to operate without significant incremental negative operational impact from the COVID-19 pandemic will in part depend on our

ability to protect our employees and our supply chain.

The Company has endeavored to follow the recommended actions of government and

health authorities to protect our employees.

Since the inception of the COVID-19 pandemic and through December 31, 2021, we maintained

the consistency of our operations during the onset of the COVID-19 pandemic.

We will continue to innovate in managing our business, coordinating

with our employees and suppliers to do our part in the infection prevention and remain flexible in responding to our customers and suppliers.

However, the uncertainty resulting from the pandemic could result in an unforeseen disruption to our workforce and supply chain (for

example an inability of a key supplier or transportation supplier to source and transport materials) that could negatively impact our

addition, the COVID-19 pandemic may exacerbate other risks related to our business, including risks related to changes in the retail

landscape, fluctuations in input costs, inflation rates, and foreign currency exchange rates;

and the ability of third-party service

providers and business partners to fulfill their respective commitments and responsibilities to us in a timely manner and in accordance

with the agreed-upon terms.

The continuing evolution of the pandemic may also present risks not currently known to us.

There is Substantial doubt about our ability

to continue as a going concern.

Our financial statements as of December 31,

2021 were prepared under the assumption that we will continue as a going concern for the next twelve months from the date of

issuance of these financial statements.

In addition the Company’s independent registered public accounting firm, in their

report on the Company’s December 31, 2021, audited financial statements, raised substantial doubt about the Company’s

ability to continue as a going concern.

Our ability to continue as a going concern is dependent upon our ability to obtain

additional financing, drive further operating efficiencies, reduce expenditures and ultimately, create profitable operations.

not be able to obtain additional capital on reasonable terms.

Our financial statements do not include adjustments that would result

from the outcome of this uncertainty.

We have significant obligations under payables

and debt obligations.

Our ability to operate as a going concern are contingent upon successfully obtaining additional financing.

to do so would adversely affect our ability to continue operations.

If capital is not available, we may then need

to scale back or freeze our organic growth plans, sell our business under unfavorable terms, abd reduce expenses to manage our liquidity

and capital resources.

We may not be able extend or repay our current obligations, which could impact our ability to continue to operate

as a going concern.

have a history of operating losses, which raises substantial doubt about our ability to continue as a going concern.

accompanying financial statements have been prepared under the assumption that the Company will continue as a going concern for the next 12 months.

assumption contemplates the realization of assets and satisfaction of liabilities in the normal course of business.

ended December 31, 2021, the Company recorded a net loss of $16,402 and used cash in operations of $17,589.

As of December 31, 2021,

31, 2020, we had a cash balance of $595 with borrowing capacity of $5,166, stockholders’ equity of $10,404 and a working

capital of $9,528, compared to a cash balance of $913, stockholder’s equity of $1,147 and working capital of $4,885 at December

the years ended December 31, 2020 and 2019, the Company experienced significant financing shortages and engaged in two separate

transactions to raise capital in 2020.

Recently, the Company received net proceeds of $5,310 from an underwritten offering of

common stock in April 2020, and $11,254 from an underwritten offering of common stock in November 2020.

we continue to suffer losses from operations, our working capital may be insufficient to support our ability to expand our business

operations as rapidly as we would deem necessary at any time, unless we are able to obtain additional financing.

no assurance that we will be able to obtain such financing on acceptable terms, or at all.

If adequate funds are not available

or are not available on acceptable terms, we may not be able to pursue our business objectives and would be required to reduce

our level of operations, including reducing infrastructure, promotions, sales and marketing programs, personnel and other operating

These events could adversely affect our business, results of operations and financial condition.

If adequate funds are

not available or if they are not available on acceptable terms, our ability to fund the growth of our operations, take advantage

of opportunities, develop products or services or otherwise respond to competitive pressures, could be significantly limited.

may need additional financing in the future, which may not be available when needed or may be costly and dilutive.

may require additional financing to support our working capital needs in the future.

The amount of additional capital we may require,

the timing of our capital needs and the availability of financing to fund those needs will depend on a number of factors, including

our strategic initiatives and operating plans, the performance of our business and the market conditions for debt or equity financing.

Additionally, the amount of capital required will depend on our ability to meet our case sales goals and otherwise successfully

execute our operating plan.

We believe it is imperative to meet these sales objectives in order to lessen our reliance on external

financing in the future.

Although we believe various debt and equity financing alternatives will be available to us to support

our working capital needs, financing arrangements on acceptable terms may not be available to us when needed.

Additionally, these

alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders.

we had a cash balance of $49 with borrowing capacity of $109, stockholders’ equity of $4,203 and a working capital of $2,981.

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

The financial statements

do not include any adjustments that might result from the outcome of this uncertainty.

the year ended December 31, 2021 the Company engaged in one transaction to raise capital in 2021 receiving net proceeds of $7,327

from an underwritten offering of common stock.

On March 11, 2022, the Company raised gross proceeds,

before deducting placement agent fees and other offering expenses, are approximately $5.4 million, in a private placement of common stock

and warrants.

In the event that management proceeds with

sale assets rather than continuing to hold and operate all its assets long term, management’s assessment of the fair value, and

ultimate recoverability, of goodwill, intangibles, and other long-lived assets would be impacted and the Company could incur significant

noncash charges and cash exit costs in future periods.

In the event that additional working capital is

not available, we may be forced to scale back or freeze our growth plans, sell assets on less than favorable terms, reduce expenses,

and/or curtail future plans to manage our liquidity and capital resources.

In the event that management elects to proceed with asset

sales in the future rather than continue to hold and operate all its assets long term, management’s assessment of the fair value,

and ultimate recoverability, of goodwill, intangibles, and other long-lived assets would be impacted and the Company could incur significant

noncash charges and cash exit costs in future periods.

We may not be able to extend or repay our

indebtedness owed to our secured lenders, which would have a material adverse effect on our financial condition and ability to continue

as a going concern.

If we are unable to service or repay these obligations

at maturity and we are otherwise unable to extend the maturity dates or refinance these obligations, we would be in default.

provide any assurances that we will be able to raise the necessary amount of capital to service these obligations.

Upon a default, our

secured lenders would have the right to exercise their rights and remedies to collect, which would include foreclosing on our assets.

Accordingly, a default would have a material adverse effect on our business, and we would likely be forced to seek bankruptcy protection.

are not in compliance with Nasdaq Listing Rule 5550(a)(2), the bid price rule.

If we are unable to cure the failure within the prescribed

time period, our common stock will be subject to delisting.

A delisting would materially reduce the liquidity of our common stock

and have an adverse effect on our market price.

August 16, 2021, the Nasdaq Listing Qualifications Department notified us that, based on the previous 30 consecutive business days, the

Company’s common stock no longer met the minimum $1 bid price per share requirement.

Therefore, in accordance with the Nasdaq Listing

Rules (the “Rules”), the Company was provided 180 calendar days, or until February 14, 2022, to regain compliance.

stock did not regain compliance with the minimum $1 bid price per share requirement during this initial compliance period.

the Nasdaq Listing Qualifications Department determined that the Company is eligible for an additional 180 calendar day period, or until

August 15, 2022, to regain compliance.

Their determination is based on the Company meeting the continued listing requirement for market

value of publicly held shares and all other applicable requirements for initial listing on the Capital Market with the exception of the

bid price requirement, and the Company’s written notice of its intention to cure the deficiency during the second compliance period

by effecting a reverse stock split, if necessary.

If at any time during this additional time period the closing bid price of the Company’s

security is at least $1 per share for a minimum of 10 consecutive business days, we will provide written confirmation of compliance and

this matter will be closed.

If we choose to implement a reverse stock split, it must complete the split no later than ten business days

prior to the expiration date in order to timely regain compliance.

Our board and stockholders authorized an up to one for five reverse

split of our common stock to be implemented at the board’s discretion.

There can be no assurance a one for five reverse split would

cause our common stock to meet the bid price requirement.

delisting would materially reduce the liquidity of our common stock and have an adverse effect on our market price.

A delisting would

also likely make it more difficult for us to obtain financing through the sale of our equity.

Any such sale of equity would likely be

more dilutive to our current stockholders than would be the case if our shares were listed.

additional financing to support our working capital and execute our operating plans for 2022, which may not be available or may

be costly and dilutive.

require additional financing to support our working capital needs and fund our operating plans for fiscal 2022.

these conditions, management is currently evaluating various funding alternatives and may seek to raise additional funds through the

issuance of equity, mezzanine or debt securities, through arrangements with strategic partners or through obtaining credit from

financial institutions.

As we seek additional sources of financing, there can be no assurance that such financing

would be available to us on favorable terms or at all.

Our ability to obtain additional financing in the debt and equity capital

markets is subject to several factors, including market and economic conditions, our performance and investor.

Additionally,

these alternatives may require significant cash payments for interest and other costs or could be highly dilutive to our existing shareholders.

Any such financing alternatives may not provide us with sufficient funds to meet our long-term capital requirements.

If necessary,

we may explore strategic transactions that we consider to be in the best interest of the Company and our shareholders, which may

include, without limitation, public or private offerings of debt or equity securities, and other strategic alternatives;

these options may not ultimately be available or feasible.

indebtedness and liquidity needs could restrict our operations and make us more vulnerable to adverse economic conditions.

existing indebtedness may adversely affect our operations and limit our growth, and we may have difficulty making debt service

payments on such indebtedness as payments become due.

We may also experience the occurrence of events of default or breach of

financial covenants.

existing indebtedness may adversely affect our operations and limit our growth, and we may have difficulty making debt service payments

on such indebtedness as payments become due.

We may also experience the occurrence of events of default or breach of financial covenants.

If market or other economic conditions deteriorate, our ability to comply with these covenants may be impaired.

If we violate any of the restrictions or covenants, a significant portion of our indebtedness may become immediately due and payable,

our lenders’ commitment to make further loans to us may terminate.

We might not have, or be able to obtain, sufficient funds

to make these accelerated payments.

secured credit facility with Rosenthal and Rosenthal, Inc.

contains financial covenants that, if breached, could trigger default.

to our Financing Agreement with Rosenthal & Rosenthal, Inc.

(“Rosenthal”) dated October 4, 2018 for our secured

credit facility, we are required to maintain at the end of each of our fiscal quarters, tangible net worth in an amount not less

than negative $1,500,000 and working capital of not less than negative $2,500,000.

We met these requirements for the fiscal year

ended December 31, 2020, and 2019.

Any breach that is not waived by Rosenthal could trigger default.

recent global coronavirus outbreak could harm our business and results of operations.

March 2020 the World Health Organization declared coronavirus COVID-19 a global pandemic.

This contagious disease outbreak, which

has continued to spread, and any related adverse public health developments, has adversely affected workforces, customers, economies,

and financial markets globally, potentially leading to an economic downturn.

It has also disrupted the normal operations of many

businesses, including ours.

This outbreak could decrease spending, adversely affect demand for our product and harm our business

If we violate any of

the restrictions or covenants, a significant portion of our indebtedness may become immediately due and payable, our lenders’ commitment

to make further loans to us may terminate.

We might not have, or be able to obtain, sufficient funds to make these accelerated payments.

COVID-19 pandemic and mitigation measures has had an adverse impact on global economic conditions, including disruption of stock markets

and may impact on our ability to obtain financing on terms acceptable to us, if at all.

February and March 2020, the financial markets significantly declined as the reality of the COVID-19 pandemic came into focus.

to which the COVID-19 pandemic continues to impact our results will depend on future developments that are highly uncertain and cannot

be predicted at this time, including new information that may emerge concerning the severity of the virus and its variants and the actions

to contain its impact.

Disruption of stock markets had an impact on the cost of capital in 2020 and may, in the future, impact on our

ability to obtain financing on terms acceptable to us, if at all.

within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial condition

and results of operations.

It is not possible for us to predict the duration or magnitude of the adverse results of the outbreak

and its effects on our business or results of operations at this time.

COVID-19 pandemic and mitigation measures has had an adverse impact on global economic conditions, including disruption of stock

markets and may impact on our ability to obtain financing on terms acceptable to us, if at all.

and March 2020, the financial markets significantly declined as the reality of the COVID-19 pandemic came into focus.

extent to which the COVID-19 pandemic continues to impact our results will depend on future developments that are highly uncertain

and cannot be predicted at this time, including new information that may emerge concerning the severity of the virus and its variants

and the actions to contain its impact.

Disruption of stock markets had an impact on the cost of capital in 2020 and may, in the

future, impact on our ability to obtain financing on terms acceptable to us, if at all.

within our supply chain, contract manufacturing or distribution channels could have an adverse effect on our business, financial

condition and results of operations.

ability, through our suppliers, business partners, contract manufacturers, independent distributors and retailers, to produce,

transport, distribute and sell products is critical to our success.

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

terrorism, pandemics such as COVD-19 and influenza, labor strikes 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.

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.

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

The success of this network will depend on the performance

of the distributors, retailers and brokers of this network.

There is a risk that the mentioned entities may not adequately perform

their functions within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products

in localities that 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 who 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.

Furthermore, such third-parties’ financial position or market share may deteriorate, which could

adversely affect our distribution, marketing and sales activities.

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.

prices of ingredients, other raw materials, packaging materials, aluminum cans and other containers fluctuate depending on market conditions,

governmental actions, climate change and other factors beyond our control, including the COVID-19 pandemic.

Substantial increases in

the prices of our or ingredients, other raw materials, packaging materials, aluminum cans and other containers, to the extent they cannot

be recouped through increases in the prices of finished beverage products, could increase our and our bottling partners’ operating

costs and reduce our profitability.

Increases in the prices of our finished products resulting from a higher cost of ingredients, other

raw materials, packaging materials, aluminum cans and other containers could affect affordability in some markets and reduce our or our

bottling partners’ sales.

In addition, some of our ingredients as well as some packaging containers, such as aluminum cans, are

available from a limited number of suppliers.

We and our bottling partners may not be able to maintain favorable arrangements and relationships

with these suppliers, and our contingency plans may not be effective in preventing disruptions that may arise from shortages of any ingredients

that are available from a limited number of suppliers.

Adverse weather conditions may affect the supply of other agricultural commodities

from which key ingredients for our products are derived.

An increase in the cost, a sustained interruption in the supply, or a shortage

of some of these ingredients, other raw materials, packaging materials, aluminum cans and other containers that may be caused by changes

in or the enactment of new laws and regulations;

a deterioration of our or our bottling partners’ relationships with suppliers;

supplier quality and reliability issues;

trade disruptions;

changes in supply chain;

and increases in tariffs;

or events such as natural

disasters, widespread outbreaks of infectious diseases (such as the COVID-19 pandemic), power outages, labor strikes, political uncertainties

or governmental instability, or the like could negatively impact our net operating revenues and profits.

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.

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 and our products

may represent a small portion of their businesses.

The success of this network will depend on the performance of the distributors, retailers

and brokers of this network.

There is a risk that the mentioned entities may not adequately perform their functions within the network

by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that 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 who 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.

Furthermore, such third-parties’ financial

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

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.

Some of these factors include:

4 unchanged sentences

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.

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.

incur significant time and expense in attracting and maintaining key distributors.

marketing and sales strategy depends in large part on the availability and performance of our independent distributors.

do not have, nor do we anticipate in the future that we will be able to establish, long-term contractual commitments from some

of our distributors.

We may not be able to maintain our current distribution relationships or establish and maintain successful

relationships with distributors in new geographic distribution areas.

Moreover, there is the additional possibility that we may

have to incur additional expenditures to attract and maintain key distributors in one or more of our geographic distribution areas

in order to profitably exploit our geographic markets.

do not have, nor do we anticipate in the future that we will be able to establish, long-term contractual commitments from some of our

distributors.

We may not be able to maintain our current distribution relationships or establish and maintain successful relationships

with distributors in new geographic distribution areas.

Moreover, there is the additional possibility that we may have to incur additional

expenditures to attract and maintain key distributors in one or more of our geographic distribution areas in order to profitably exploit

our geographic markets.

we lose any of our key distributors or national retail accounts, our financial condition and results of operations could be adversely

depend in large part on distributors to distribute our beverages and other products.

Some of our outside distributors are not

bound by written agreements with us and may discontinue their relationship with us on short notice.

Some distributors handle a

number of competitive products.

Some of our outside distributors are not bound by

written agreements with us and may discontinue their relationship with us on short notice.

Some distributors handle a number of competitive

In addition, our products are a small part of our distributors’ businesses.

continually seek to expand distribution of our products by entering into distribution arrangements with regional bottlers or other

direct store delivery distributors having established sales, marketing and distribution organizations.

Many of our distributors

are affiliated with and manufacture and/or distribute other soda and non-carbonated brands and other beverage products.

cases, such products compete directly with our products.

continually seek to expand distribution of our products by entering into distribution arrangements with regional bottlers or other direct

store delivery distributors having established sales, marketing and distribution organizations.

Many of our distributors are affiliated

with and manufacture and/or distribute other soda and non-carbonated brands and other beverage products.

In many cases, such products

compete directly with our products.

marketing efforts of our distributors are important for our success.

If our brands prove to be less attractive to our existing

distributors and/or if we fail to attract additional distributors, and/or our distributors do not market and promote our products

above the products of our competitors, our business, financial condition and results of operations could be adversely affected.

is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with

If our brands prove to be less attractive to our existing distributors

and/or if we fail to attract additional distributors, and/or our distributors do not market and promote our products above the products

of our competitors, our business, financial condition and results of operations could be adversely affected.

is difficult to predict the timing and amount of our sales because our distributors are not required to place minimum orders with us.

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

order to reduce their inventory costs, independent distributors typically order products from us on a “just in time”

basis in quantities and at such times based on the demand for the products in a particular distribution area.

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 partners may make orders that are larger than we have historically been required to fill.

inventory levels, supply of raw materials or other key supplies could negatively affect us.

to reduce their inventory costs, independent distributors typically order products from us on a “just in time” basis in quantities

and at such times based on the demand for the products in a particular distribution area.

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 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 affect us.

we do not adequately manage our inventory levels, our operating results could be adversely affected.

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.

we overestimate distributor or retailer demand for our products, we may end up with too much inventory, resulting in higher storage

costs, increased trade spending and the risk of inventory spoilage.

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.

dependence on independent contract manufacturers could make management of our manufacturing and distribution efforts inefficient

or unprofitable.

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 spending

and the risk of inventory spoilage.

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

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.

dependence on independent contract manufacturers could make management of our manufacturing and distribution efforts inefficient or unprofitable.

are expected to arrange for our contract manufacturing needs sufficiently in advance of anticipated requirements, which is customary

in the contract manufacturing industry for comparably sized companies.

Based on the cost structure and forecasted demand for the

particular geographic area where our contract manufacturers are located, we continually evaluate which of our contract manufacturers

To the extent demand for our products exceeds available inventory or the production capacity of our contract manufacturing

arrangements, or orders are not submitted on a timely basis, we will be unable to fulfill distributor orders on demand.

we may produce more product inventory than warranted by the actual demand for it, resulting in higher storage costs and the potential

risk of inventory spoilage.

Our failure to accurately predict and manage our contract manufacturing requirements and our inventory

levels may impair relationships with our independent distributors and key accounts, which, in turn, would likely have a material

adverse effect on our ability to maintain effective relationships with those distributors and key accounts.

Based on the cost structure and forecasted demand for the particular

geographic area where our contract manufacturers are located, we continually evaluate which of our contract manufacturers to use.

the extent demand for our products exceeds available inventory or the production capacity of our contract manufacturing arrangements,

or orders are not submitted on a timely basis, we will be unable to fulfill distributor orders on demand.

Conversely, we may produce

more product inventory than warranted by the actual demand for it, resulting in higher storage costs and the potential risk of inventory

Our failure to accurately predict and manage our contract manufacturing requirements and our inventory levels may impair relationships

with our independent distributors and key accounts, which, in turn, would likely have a material adverse effect on our ability to maintain

effective relationships with those distributors and key accounts.

in costs of packaging, ingredients and contract manufacturing tolling fees may have an adverse impact on our gross margin.

the past few years, costs of organic and natural ingredients have increased due to increased demand and required the Company to

obtain these ingredients from a wider population of qualified vendors.

Packaging costs such as paper and aluminum cans have experienced

industry wide price increases in the past and there is always the risk that the company’s co-packers increase their toll

rates based on increases in their fixed and variable costs.

If the Company is unable to pass on these costs, the gross margin

will be significantly impacted.

the past few years, costs of organic and natural ingredients have increased due to increased demand and required the Company to obtain

these ingredients from a wider population of qualified vendors.

Packaging costs such as paper and aluminum cans have experienced industry

wide price increases in the past and there is always the risk that the company’s co-packers increase their toll rates based on

increases in their fixed and variable costs.

If the Company is unable to pass on these costs, the gross margin will be significantly

market spending may not drive volume growth

Company’s marketing efforts in the past have been limited.

The current increase in marketing spending may not generate an

increase in sales volume resulting in a net decrease in gross revenue.

The current increase in marketing spending may not generate an increase

in sales volume resulting in a net decrease in gross revenue.

in costs of energy and freight may have an adverse impact on our gross and operating margins.

the past few years, volatility in the global oil markets has resulted in high fuel prices, which many shipping companies have

passed on to their customers by way of higher base pricing and increased fuel surcharges.

With recent declines in fuel prices,

some companies have been slow to pass on decreases in their fuel surcharges.

If fuel prices increase again, 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 2021.

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

to our customers.

increase in the price, disruption of supply or shortage of fuel and other energy sources in markets where our bottlers operate, which

may be caused by increasing demand, by events such as natural disasters, power outages and extreme weather, or by government regulations,

taxes, policies or programs designed to reduce greenhouse gas emissions to address climate change, could increase our operating costs

and negatively impact our profitability.

An increase in the price, disruption of supply or shortage of fuel and other energy sources

in any of the markets in which our independent bottling partners operate could increase the affected independent bottling partners’

operating costs and thus could indirectly negatively impact our results of operations.

the past few years, volatility in the global oil markets has resulted in high fuel prices, which many shipping companies have passed

on to their customers by way of higher base pricing and increased fuel surcharges.

With recent declines in fuel prices, some companies

have been slow to pass on decreases in their fuel surcharges.

If fuel prices increase again, 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

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

we are unable to attract and retain key personnel, our efficiency and operations would be adversely affected.

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supply chain, finance and accounting.

In general, we compete to hire new employees, and, in some cases, must train them and develop

their skills and competencies.

Our operating results could be adversely affected by increased costs due to increased competition

for employees, higher employee turnover or increased employee benefit costs.

Any unplanned turnover, particularly involving our

key personnel, could negatively impact our operations, financial condition and employee morale.

In general, we compete to hire new employees, and, in some cases, must train them and develop their

skills and competencies.

Our operating results could be adversely affected by increased costs due to increased competition for employees,

higher employee turnover or increased employee benefit costs.

Any unplanned turnover, particularly involving our key personnel, could

negatively impact our operations, financial condition and employee morale.

we fail to protect our trademarks and trade secrets, we may be unable to successfully market our products and compete effectively.

rely on a combination of trademark and trade secrecy laws, confidentiality procedures and contractual provisions to protect our

intellectual property rights.

Failure to protect 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 rights, including our trademarks,

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

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.

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.

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.

rely on a combination of trademark and trade secrecy laws, confidentiality procedures and contractual provisions to protect our intellectual

property rights.

Failure to protect 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 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 rights.

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.

or legal proceedings could expose us to significant liabilities and damage our reputation.

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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 the relevant litigation claims or legal proceedings, as appropriate.

These assessments

and estimates are based on the information available to management at the time and involve a significant amount of management

Actual outcomes or losses may differ materially from those envisioned by our current assessments and estimates.

policies and procedures require strict compliance by our employees and agents with all U.S.

and local laws and regulations applicable

to our business operations, including those prohibiting improper payments to government officials.

Nonetheless, our policies and

procedures may not ensure full compliance by our employees and agents with all 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.

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 the relevant litigation claims or legal proceedings, as appropriate.

These assessments and estimates

are based on the information available to management at the time and involve a significant amount of management judgment.

Actual outcomes

or losses may differ materially from those envisioned by our current assessments and estimates.

Our policies and procedures require strict

compliance by our employees and agents with all U.S.

and local laws and regulations applicable to our business operations, including

those prohibiting improper payments to government officials.

Nonetheless, our policies and procedures may not ensure full compliance

by our employees and agents with all 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.

are subject to risks inherent in sales of products in international markets.

operations outside of the United States contribute to our revenue and profitability, and we believe that developing and emerging

markets present important future growth opportunities for us.

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, consumer preferences or otherwise.

Here 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, 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;

operations outside of the United States contribute to our revenue and profitability, and we believe that developing and emerging markets

present important future growth opportunities for us.

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, consumer preferences or otherwise.

Here 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, 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;

costs of doing business due to compliance with complex foreign and U.S.

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.

in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters

could significantly affect our financial results.

United States generally accepted accounting principles 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 effectively operate or manage the risks associated with operating in international

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

in accounting standards and subjective assumptions, estimates and judgments by management related to complex accounting matters could

significantly affect our financial results.

United States generally accepted accounting principles 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.

we are unable to build and sustain proper information technology infrastructure, our business could suffer.

depend on information technology as an enabler to improve the effectiveness of our operations and to interface with our customers,

as well as to maintain financial accuracy and efficiency.

If we do not allocate and effectively manage the resources necessary

to build and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies,

the loss of customers, business disruptions, or the loss of or damage to intellectual property through security breaches.

depend on information technology as an enabler to improve the effectiveness of our operations and to interface with our customers, as

well as to maintain financial accuracy and efficiency.

If we do not allocate and effectively manage the resources necessary to build

and sustain the proper technology infrastructure, we could be subject to transaction errors, processing inefficiencies, the loss of customers,

business disruptions, or the loss of or damage to intellectual property through security breaches.

could be subject to cybersecurity attacks.

Cybersecurity

attacks are evolving and include malicious software, attempts to gain unauthorized access to data, and other electronic security

breaches that could lead to disruptions in business processes, unauthorized release of confidential or otherwise protected information

and corruption of data.

Such unauthorized access could subject us to operational interruption, damage to our brand image and private

data exposure, and harm our business.

attacks are evolving and include malicious software, attempts to gain unauthorized access to data, and other electronic security breaches

that could lead to disruptions in business processes, unauthorized release of confidential or otherwise protected information and corruption

Such unauthorized access could subject us to operational interruption, damage to our brand image and private data exposure,

and harm our business.

Factors Relating to Our Industry

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a craft beverage company, we do not meet volume requirements to have a contract in place with our aluminum can supplier.

beverage companies such as us are facing an aluminum can shortage.

We anticipate we will continue to see supply issues with all

sizes of aluminum cans.

This aluminum can shortage can harm our ability to timely produce enough product to meet consumer

may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives

against sweetened beverages.

Craft beverage

companies such as us are facing an aluminum can shortage.

We anticipate we will continue to see supply issues with all sizes of aluminum

This aluminum can shortage could harm our ability to timely produce enough product to meet consumer demand.

may experience a reduced demand for some of our products due to health concerns (including obesity) and legislative initiatives against

sweetened beverages.

are concerned about health and wellness;

public health officials and government officials are increasingly vocal about obesity

and its consequences.

There has been a trend among some public health advocates and dietary guidelines to recommend a reduction

in sweetened beverages, as well as increased public scrutiny, potential new taxes on sugar-sweetened beverages, and additional

governmental regulations concerning the marketing and labeling/packing of the beverage industry.

Additional or revised regulatory

requirements, whether labeling, tax or otherwise, could have a material adverse effect on our financial condition and results

of operations.

Further, increasing public concern with respect to sweetened beverages could reduce demand for our beverages and

increase desire for more low-calorie soft drinks, water, enhanced water, coffee-flavored beverages, tea, and beverages with natural

We are continuously working to launch new products that round out our diversified portfolio.

public health officials and government officials are increasingly vocal about obesity and its

consequences.

There has been a trend among some public health advocates and dietary guidelines to recommend a reduction in sweetened

beverages, as well as increased public scrutiny, potential new taxes on sugar-sweetened beverages, and additional governmental regulations

concerning the marketing and labeling/packing of the beverage industry.

Additional or revised regulatory requirements, whether labeling,

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

Further, increasing public

concern with respect to sweetened beverages could reduce demand for our beverages and increase desire for more low-calorie soft drinks,

water, enhanced water, coffee-flavored beverages, tea, and beverages with natural sweeteners.

We are continuously working to launch new

products that round out our diversified portfolio.

or regulatory changes that affect our products could reduce demand for products or increase our costs.

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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.

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

taxes levied on us could harm our financial results.

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taxation of non-U.S.

earnings could have a material adverse effect on our financial results

by subjecting a significant portion of our non-U.S.

earnings could have a material adverse effect on our financial results by subjecting

a significant portion of our non-U.S.

earnings to incremental U.S.

taxation and/or by delaying or permanently deferring

certain deductions otherwise allowed in calculating our U.S.

taxation and/or by delaying or permanently deferring certain deductions

otherwise allowed in calculating our U.S.

tax liabilities.

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business is substantially dependent upon awareness and market acceptance of our products and brands by our targeted consumers.

In addition, our business depends on acceptance by our independent distributors of our brands as beverage brands that have the

potential to provide incremental sales growth rather than reduce distributors’ existing beverage sales.

Although we believe

that we have been relatively successful towards establishing our brands as recognizable brands in the all-natural “better

for you” beverage industry, it may be too early in the product life cycle of these brands to determine whether our products

and brands will achieve and maintain satisfactory levels of acceptance by independent distributors, retail customers and consumers.

We believe that the success of our brands will also be substantially dependent upon acceptance of our product name brands.

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 business depends on acceptance by our independent distributors of our brands as beverage brands that have the potential to provide

incremental sales growth rather than reduce distributors’ existing beverage sales.

Although we believe that we have been relatively

successful towards establishing our brands as recognizable brands in the natural “better for you” beverage industry,

it may be too early in the product life cycle of these brands to determine whether our products and brands will achieve and maintain

satisfactory levels of acceptance by independent distributors, retail customers and consumers.

We believe that the success of our brands

will also be substantially dependent upon acceptance of our product name brands.

Accordingly, 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.

from traditional non-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.

target a niche in the estimated $32 billion carbonated and non-carbonated soft drink markets in the US, Canada and international

Our brands are generally regarded as premium and natural, with upscale packaging and are loosely defined as the artisanal

(craft), premium bottled carbonated soft drink category.

The soft drink industry is highly fragmented, and the craft soft drink

category consists of such competitors as IBC, Stewart’s, Zevia, Henry Weinhard’s, Hansen’s, Izze, Boylan and

Jones Soda, to name a few.

These brands have the advantage of being seen widely in the national market and being commonly known

for years through well-funded ad campaigns.

Our products have a relatively high price for an artisanal premium beverage product,

minimal mass media advertising to date and a small but growing presence in the mainstream market compared to some of our larger

target a niche in the estimated $25 billion carbonated soft drink market in the US, Canada and international

Our brands are generally regarded as premium and natural, with upscale packaging and are loosely defined as the artisanal (craft),

premium bottled carbonated soft drink category.

The soft drink industry is highly fragmented, and the craft soft drink category consists

of such competitors as IBC, Stewart’s, Zevia, Henry Weinhard’s, Izze, Boylan and Jones Soda, to name a few.

have the advantage of being seen widely in the national market and being commonly known for years through well-funded ad campaigns.

products have a relatively high price for an artisanal premium beverage product, minimal mass media advertising to date and a small but

growing presence in the mainstream market compared to some of our larger competitors.

beverage industry is highly competitive.

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 which also distribute other beverage brands.

Our products compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially

greater financial, marketing and distribution resources than ours.

Some of these competitors are placing pressure on independent

distributors not to carry competitive sparkling brands such as ours.

We also compete with regional beverage producers and “private

label” soft drink suppliers.

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.

As a means of maintaining and expanding our distribution network, we intend to introduce new, innovative products

and packages.

We may not be successful in doing this and other companies may be more successful in this regard over the long term.

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.

compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue

developing new products to satisfy our consumers’ changing preferences will determine our long-term success.

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 which also distribute other beverage brands.

compete with a wide range of drinks produced by a relatively large number of manufacturers, most of which have substantially greater

financial, marketing and distribution resources than ours.

Some of these competitors are placing pressure on independent distributors

not to carry competitive sparkling brands such as ours.

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

soft drink suppliers.

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.

As a means of maintaining and expanding our distribution network, we intend to introduce new, innovative products and packages.

not be successful in doing this and other companies may be more successful in this regard over the long term.

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.

compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue developing

new products to satisfy our consumers’ changing preferences will determine our long-term success.

to introduce new products or product extensions into the marketplace as current ones mature and to meet our consumers’ changing

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

Product lifecycles can vary, and

consumers’ 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.

Customer 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.

Sales of our products may be adversely affected by the negative publicity

associated with these issues.

If we do not adequately anticipate or adjust to respond to these and other changes in customer preferences,

we may not be able to maintain and grow our brand image and our sales may be adversely affected.

Product lifecycles can vary, and consumers’

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.

Customer 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.

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

do not adequately anticipate or adjust to respond to these and other changes in customer preferences, we may not be able to maintain

and grow our brand image and our sales may be adversely affected.

economic conditions may continue to adversely impact our business and results of operations.

beverage industry, and particularly those companies selling premium beverages, can be affected by macro-economic factors, including

changes in national, regional, and local economic conditions, unemployment levels and consumer spending patterns, which together

may impact the willingness of consumers to purchase our products as they adjust their discretionary spending.

Adverse economic

conditions may negatively impact the ability of our distributors to obtain the credit necessary to fund their working capital

needs, which could negatively impact their ability or desire to continue to purchase products from us in the same frequencies

and volumes as they have done in the past.

If we experience adverse economic conditions in the future, sales of our products could

be adversely affected, collectability of accounts receivable may be compromised, and we may face obsolescence issues with our

inventory, any of which could have a material adverse impact on our operating results and financial condition.

beverage industry, and particularly those companies selling premium beverages, can be affected by macro-economic factors, including changes

in national, regional, and local economic conditions, unemployment levels and consumer spending patterns, which together may impact the

willingness of consumers to purchase our products as they adjust their discretionary spending.

Adverse economic conditions may negatively

impact the ability of our distributors to obtain the credit necessary to fund their working capital needs, which could negatively impact

their ability or desire to continue to purchase products from us in the same frequencies and volumes as they have done in the past.

we experience adverse economic conditions in the future, sales of our products could be adversely affected, collectability of accounts

receivable may be compromised, and we may face obsolescence issues with our inventory, any of which could have a material adverse impact

on our operating results and financial condition.

we encounter product recalls or other product quality issues, our business may suffer.

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

Product recalls could affect our profitability and could negatively affect brand image.

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.

recalls could affect our profitability and could negatively affect brand image.

could be exposed to product liability claims.

we have product liability and basic recall insurance, insurance coverage may not be sufficient to cover all product liability

claims that may arise.

To the extent our product liability coverage is insufficient, a product liability claim would likely have

a material adverse effect upon our financial condition.

In addition, any product liability claim brought against us may materially

damage the reputation and brand image of our products and business.

we have product liability and basic recall insurance, insurance coverage may not be sufficient to cover all product liability claims

that may arise.

To the extent our product liability coverage is insufficient, a product liability claim would likely have a material

adverse effect upon our financial condition.

In addition, any product liability claim brought against us may materially damage the reputation

and brand image of our products and business.

business is subject to many regulations and noncompliance is costly.

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 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 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.

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 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 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.

additional labeling or warning requirements may inhibit sales of affected products.

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.

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.

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.

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.

may not be able to develop successful new beverage products, which are important to our growth.

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that we will be able to continue to develop, market and distribute future beverage products that will enjoy market acceptance.

The failure to continue to develop new beverage products that gain market acceptance could have an adverse impact on our growth

and materially adversely affect our financial condition.

We may have higher obsolescent product expense if new products fail to

perform as expected due to the need to write off excess inventory of the new products.

results of operations may be impacted in various ways by the introduction of new products, even if they are successful, including

the following:

to continue to develop new beverage products that gain market acceptance could have an adverse impact on our growth and materially adversely

affect our financial condition.

We may have higher obsolescent product expense if new products fail to perform as expected due to the

need to write off excess inventory of the new products.

results of operations may be impacted in various ways by the introduction of new products, even if they are successful, including the

of new products could adversely impact sales of existing products;

may incur higher cost of goods sold and selling, general and administrative expenses in the periods when we introduce new

products due to increased costs associated with the introduction and marketing of new products, most of which are expensed

we introduce new platforms and package sizes, we may experience increased freight and logistics costs as our co-packers adjust

their facilities for the new products.

may incur higher cost of goods sold and selling, general and administrative expenses in the periods when we introduce new products

due to increased costs associated with the introduction and marketing of new products, most of which are expensed as incurred;

we introduce new platforms and package sizes, we may experience increased freight and logistics costs as our co-packers adjust their

facilities for the new products.

growth of our revenues is dependent on acceptance of our products by mainstream consumers.

have dedicated significant resources to introduce our products to the mainstream consumer.

As such, we have increased our sales

force and executed agreements with distributors who, in turn, distribute to mainstream consumers at grocery stores and other retailers.

If our products are not accepted by the mainstream consumer, our business could suffer.

As such, we have increased our sales force

and executed agreements with distributors who, in turn, distribute to mainstream consumers at grocery stores and other retailers.

our products are not accepted by the mainstream consumer, our business could suffer.

failure to accurately estimate demand for our products could adversely affect our business and financial results.

may not correctly estimate demand for our products.

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

with new products, and may be less precise during periods of rapid growth, particularly in new markets.

If we materially underestimate

demand for our products or are unable to secure sufficient ingredients or raw materials including, but not limited to, glass,

cans, cartons, labels, flavors or packing arrangements, we might not be able to satisfy demand on a short-term basis.

industry-wide shortages of certain juice concentrates and sweeteners have been and could, from time to time in the future, be

experienced, which could interfere with and/or delay production of certain of our products and could have a material adverse effect

on our business and financial results.

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

products, and may be less precise during periods of rapid growth, particularly in new markets.

If we materially underestimate demand

for our products or are unable to secure sufficient ingredients or raw materials including, but not limited to, glass, cans, cartons,

labels, flavors or packing arrangements, we might not be able to satisfy demand on a short-term basis.

Furthermore, industry-wide shortages

of certain juice concentrates and sweeteners have been and could, from time to time in the future, be experienced, which could interfere

with and/or delay production of certain of our products and could have a material adverse effect on our business and financial results.

We do not use hedging agreements or alternative instruments to manage this risk.

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customers are material to our success.

If we are unable to maintain good relationships with our existing customers, our business

could suffer.

the year ended December 31, 2020, the Company had two broker/distributors that accounted for approximately 25% and 12% of its

sales, respectively;

and during the year ended December 31, 2019, the Company had two broker/distributors that accounted for 12%

and 11% of its sales, respectively.

These two broker/distributors serve hundreds if not thousands of various retail chains and

end customers.

If we are unable to maintain good relationships with our existing customers, our business could

the year ended December 31, 2021, the Company had two broker/distributors that accounted for approximately 19% and 11% of its sales,

respectively;

and during the year ended December 31, 2020, the Company had two broker/distributors that accounted for 25% and 12% of

its sales, respectively.

These two broker/distributors serve hundreds if not thousands of various retail chains and end customers.

other customer exceeded 10% of sales for either period.

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vendors are important to our success.

If we are unable to maintain good relationships with our existing vendors, our business

could suffer.

If we are unable to maintain good relationships with our existing vendors, our business could suffer.

the year ended December 31, 2021, the Company’s largest two vendors accounted for approximately 13%, and 10% of its purchases,

respectively.

During the year ended December 31, 2019, the Company’s largest three vendors accounted for approximately 12%,

11%, and 10% of its purchases, respectively.

of December 31, 2020, the Company’s largest two vendors accounted for 12% and 10% of the total accounts payable, respectively.

As of December 31, 2019, the Company’s largest three vendors accounted for 19%, 15% and 14% of the total accounts payable,

respectively.

During the year ended December 31, 2020, the Company’s largest two vendors accounted for approximately 12%, and 11%

of its purchases, respectively.

of December 31, 2021, no Company vendor accounted for more than 10% of the total accounts payable.

As of December 31, 2020, the Company’s

largest two vendors accounted for 12% and 10% of the total accounts payable, respectively.

other account was more than 10% of the balance of accounts payable in either period.

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depend in large part on distributors to distribute our beverages and other products.

Some of our outside distributors are not

bound by written agreements with the Company and may discontinue their relationship with us on short notice.

Some distributors

handle a number of competitive products.

Some of our outside distributors are not bound by

written agreements with the Company and may discontinue their relationship with us on short notice.

Some distributors handle a number

of competitive products.

In addition, our products are a small part of our distributors’ businesses.

continually seek to expand distribution of our products by entering into distribution arrangements with regional bottlers or other

direct store delivery distributors having established sales, marketing and distribution organizations.

Many of our distributors

are affiliated with and manufacture and/or distribute other soda and non-carbonated brands and other beverage products.

cases, such products compete directly with our products.

continually seek to expand distribution of our products by entering into distribution arrangements with regional bottlers or other direct

store delivery distributors having established sales, marketing and distribution organizations.

Many of our distributors are affiliated

with and manufacture and/or distribute other soda and non-carbonated brands and other beverage products.

In many cases, such products

compete directly with our products.

marketing efforts of our distributors are important for our success.

If our brands prove to be less attractive to our existing

distributors and/or if we fail to attract additional distributors, and/or our distributors do not market and promote our products

above the products of our competitors, our business, financial condition and results of operations could be adversely affected.

If our brands prove to be less attractive to our existing distributors

and/or if we fail to attract additional distributors, and/or our distributors do not market and promote our products above the products

of our competitors, our business, financial condition and results of operations could be adversely affected.

fluctuations in, and unavailability of, raw materials and packaging that we use could adversely affect us.

do not enter into hedging arrangements for raw materials.

Although the prices of raw materials that we use have not increased

significantly in recent years, our results of operations would be adversely affected if the price of these raw materials were

to rise and we were unable to pass these costs on to our customers.

The prices of raw materials that we use have not increased significantly

in recent years.

Our results of operations would be adversely affected if the price of these raw materials were to rise,

and we were unable to pass these costs on to our customers.

depend upon an uninterrupted supply of the ingredients for our products, a significant portion of which we obtain overseas, principally

from Peru, Fiji and Indonesia.

Any decrease in the supply of these ingredients or increase in the prices of these ingredients

as a result of any adverse weather conditions, pests, crop disease, interruptions of shipment or political considerations, among

other reasons, could substantially increase our costs and adversely affect our financial performance.

Any decrease in the supply of these ingredients or increase in the prices of these ingredients as a result

of any adverse weather conditions, pests, crop disease, interruptions of shipment or political considerations, among other reasons, could

substantially increase our costs and adversely affect our financial performance.

also depend upon an uninterrupted supply of packaging materials, such as glass, cans and paper items.

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and internationally.

Any decrease in supply of these materials or increase in the prices of the materials, as a result of decreased

supply or increased demand, could substantially increase our costs and adversely affect our financial performance.

Any decrease in supply of these materials or increase in the prices of the materials, as a result of decreased supply

or increased demand, could substantially increase our costs and adversely affect our financial performance.

loss of any of our co-packers could impair our operations and substantially reduce our financial results.

rely on third parties, called co-packers in our industry, to produce our beverages.

the years ended December 31, 2020 and 2019, the Company had utilized six and four, respectively, separate US based co-packers

for most its production needs.

Although there are other packers that could produce the Company’s beverages, a change in

packers may cause a delay in the production process, which could ultimately affect operating results.

co-packing arrangements with other companies are on a short-term basis and such co-packers may discontinue their relationship

with us on short notice.

the years ended December 31, 2021 and 2020, the Company had utilized six separate US based co-packers for most its production needs.

Although there are other packers that could produce the Company’s beverages, a change in packers may cause a delay in the production

process, which could ultimately affect operating results.

co-packing arrangements with other companies are on a short-term basis and such co-packers may discontinue their relationship with us

on short notice.

Our co-packing arrangements expose us to various risks, including:

any of those co-packers were to terminate our co-packing arrangement or have difficulties in producing beverages for us, our

ability to produce our beverages would be adversely affected until we were able to make alternative arrangements;

any of those co-packers were to terminate our co-packing arrangement or have difficulties in producing beverages for us, our ability

to produce our beverages would be adversely affected until we were able to make alternative arrangements;

business reputation would be adversely affected if any of the co-packers were to produce inferior quality.

believe that we have substantially reduced this risk by reducing our reliance upon any single co-packer.

We are in discussion

and negotiation with additional co-packers to ensure added capability for future production needs.

compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue

to market our existing products and develop new products to satisfy our consumers’ changing preferences will determine our

long-term success.

We are in discussion and negotiation

with additional co-packers to ensure added capability for future production needs.

compete in an industry characterized by rapid changes in consumer preferences and public perception, so our ability to continue to market

our existing products and develop new products to satisfy our consumers’ changing preferences will determine our long-term success.

are seeking greater variety in their beverages.

Our future success will depend, in part, upon our continued ability to develop

and introduce different and innovative beverages.

In order to retain and expand our market share, we must continue to develop

and introduce different and innovative beverages and be competitive in the areas of quality and health, although there can be

no assurance of our ability to do so.

Our future success will depend, in part, upon our continued ability to develop and introduce

different and innovative beverages.

In order to retain and expand our market share, we must continue to develop and introduce different

and innovative beverages and be competitive in the areas of quality and health, although there can be no assurance of our ability to

There is no assurance that consumers will continue to purchase our products in the future.

Additionally, many of our products are considered premium products and to maintain market share during recessionary periods, we

may have to reduce profit margins, which would adversely affect our results of operations.

In addition, there is increasing awareness

and concern for the health consequences of obesity.

This may reduce demand for our non-diet beverages, which could affect our

profitability.

Product lifecycles for some beverage brands and/or products and/or packages may be limited to a few years before

consumers’ preferences change.

The beverages we currently market are in varying stages of their lifecycles and there can

be no assurance that such beverages will become or remain profitable for us.

The beverage industry is subject to changing consumer

preferences and shifts in consumer preferences may adversely affect us if we misjudge such preferences.

We may be unable to achieve

volume growth through product and packaging initiatives.

We also may be unable to penetrate new markets.

If our revenues decline,

our business, financial condition and results of operations will be materially and adversely affected.

Additionally, many of our products

are considered premium products and to maintain market share during recessionary periods, we may have to reduce profit margins, which

would adversely affect our results of operations.

In addition, there is increasing awareness and concern for the health consequences

This may reduce demand for our non-diet beverages, which could affect our profitability.

Product lifecycles for some beverage

brands and/or products and/or packages may be limited to a few years before consumers’ preferences change.

The beverages we currently

market are in varying stages of their lifecycles and there can be no assurance that such beverages will become or remain profitable for

The beverage industry is subject to changing consumer preferences and shifts in consumer preferences may adversely affect us if we

misjudge such preferences.

We may be unable to achieve volume growth through product and packaging initiatives.

We also may be unable

to penetrate new markets.

If our revenues decline, our business, financial condition and results of operations will be materially and

adversely affected.

quarterly operating results may fluctuate because of the seasonality of our business.

highest revenues occur during the summer and fall, the third and fourth quarters of each fiscal year.

These seasonality issues

may cause our financial performance to fluctuate.

In addition, beverage sales can be adversely affected by sustained periods of

These seasonality issues may cause

our financial performance to fluctuate.

In addition, beverage sales can be adversely affected by sustained periods of bad weather.

manufacturing process is not patented.

of the manufacturing processes used in producing our products are subject to a patent or similar intellectual property protection.

Our only protection against a third party using our recipes and processes is confidentiality agreements with the companies that

produce our beverages and with our employees who have knowledge of such processes.

If our competitors develop substantially equivalent

proprietary information or otherwise obtain access to our knowledge, we will have greater difficulty in competing with them for

business, and our market share could decline.

we are not able to retain the full-time services of our management team, it will be more difficult for us to manage our operations

and our operating performance could suffer.

only protection against a third party using our recipes and processes is confidentiality agreements with the companies that produce our

beverages and with our employees who have knowledge of such processes.

If our competitors develop substantially equivalent proprietary

information or otherwise obtain access to our knowledge, we will have greater difficulty in competing with them for business, and our

market share could decline.

we are not able to retain the full-time services of our management team, it will be more difficult for us to manage our operations and

our operating performance could suffer.

business is dependent, to a large extent, upon the services of our management team.

We do have a written employment agreement

with two of five members of our management team.

In addition, we do not maintain key person life insurance on any of our management

Therefore, in the event of the loss or unavailability of any member of the management team to us, there can be no assurance

that we would be able to locate in a timely manner or employ qualified personnel to replace him or her.

The loss of the services

of any member of our management team or our failure to attract and retain other key personnel over time would jeopardize our ability

to execute our business plan and could have a material adverse effect on our business, results of operations and financial condition.

price of our common stock may be volatile, and a shareholder’s investment in our common stock could suffer a decline in

We do have a written employment agreement with two

of five members of our management team.

In addition, we do not maintain key person life insurance on any of our management team.

in the event of the loss or unavailability of any member of the management team to us, there can be no assurance that we would be able

to locate in a timely manner or employ qualified personnel to replace him or her.

The loss of the services of any member of our management

team or our failure to attract and retain other key personnel over time would jeopardize our ability to execute our business plan and

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

price of our common stock may be volatile, and a shareholder’s investment in our common stock could suffer a decline in value.

has been significant volatility in the volume and market price of our common stock, and this volatility may continue in the future.

In addition, factors such as quarterly variations in our operating results, litigation involving us, general trends relating to

the beverage industry, actions by governmental agencies, national economic and stock market considerations as well as other events

and circumstances beyond our control could have a significant impact on the future market price of our common stock and the relative

volatility of such market price.

prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction

in our ability to raise capital.

If we are unable to raise the funds required for all of our planned operations and key initiatives,

we may be forced to allocate funds from other planned uses, which may negatively impact our business and operations, including

our ability to develop new products and continue our current operations.

addition, factors such as quarterly variations in our operating results, litigation involving us, general trends relating to the beverage

industry, actions by governmental agencies, national economic and stock market considerations as well as other events and circumstances

beyond our control could have a significant impact on the future market price of our common stock and the relative volatility of such

market price.

prolonged decline in the price of our common stock could result in a reduction in the liquidity of our common stock and a reduction in

our ability to raise capital.

If we are unable to raise the funds required for all of our planned operations and key initiatives, we

may be forced to allocate funds from other planned uses, which may negatively impact our business and operations, including our ability

to develop new products and continue our current operations.

factors that are beyond our control may significantly affect the market price of our shares.

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economic trends and other external factors.

if an active market for our common stock is established, stockholders may have to sell their shares at prices substantially lower

than the price they paid for them or might otherwise receive than if a broad public market existed.

has been a very limited public trading market for our securities and the market for our securities may continue to be limited,

and be sporadic and highly volatile.

if an active market for our common stock is established, stockholders may have to sell their shares at prices substantially lower than

the price they paid for them or might otherwise receive than if a broad public market existed.

has been a very limited public trading market for our securities and the market for our securities may continue to be limited and

be sporadic and highly volatile.

is currently a limited public market for our common stock.

Holders of our common stock may, therefore, have difficulty selling

their shares, should they decide to do so.

In addition, there can be no assurances that such markets will continue or that any

shares which may be purchased, may be sold without incurring a loss.

Any such market price of our shares may not necessarily bear

any relationship to our book value, assets, past operating results, financial condition or any other established criteria of value,

and may not be indicative of the market price for the shares in the future.

Holders of our common stock may, therefore, have difficulty selling their

shares, should they decide to do so.

In addition, there can be no assurances that such markets will continue or that any shares which

may be purchased, may be sold without incurring a loss.

Any such market price of our shares may not necessarily bear any relationship

to our book value, assets, past operating results, financial condition or any other established criteria of value, and may not be indicative

of the market price for the shares in the future.

financings could adversely affect common stock ownership interest and rights in comparison with those of other security holders.

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of incorporation without stockholder approval, subject to restrictive covenants contained in the Company’s contracts.

additional funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our existing

stockholders will be reduced, and these newly issued securities may have rights, preferences or privileges senior to those of

existing stockholders.

If we issue any additional common stock or securities convertible into common stock, such issuance will

reduce the proportionate ownership and voting power of each other stockholder.

In addition, such stock issuances might result

in a reduction of the book value of our common stock.

Any increase of the number of authorized shares of common stock or preferred

stock would require board and shareholder approval and subsequent amendment to our certificate of incorporation.

If additional

funds are raised through the issuance of equity or convertible debt securities, the percentage ownership of our existing stockholders

will be reduced, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders.

If we issue any additional common stock or securities convertible into common stock, such issuance will reduce the proportionate ownership

and voting power of each other stockholder.

In addition, such stock issuances might result in a reduction of the book value of our common

Any increase of the number of authorized shares of common stock or preferred stock would require board and shareholder approval

and subsequent amendment to our certificate of incorporation.

Factors Related to Distribution of Alcoholic Beverages

for our products may be adversely affected by many factors, including changes in consumer preferences and trends.

preferences may shift due to a variety of factors including changes in demographic and social trends, public health initiatives,

product innovations, changes in vacation or leisure activity patterns and a downturn in economic conditions, which may reduce

consumers’ willingness to purchase distilled spirits or cause a shift in consumer preferences away from ginger beer based

cocktails toward beer, wine or non-alcoholic beverages.

Our success depends in part on fulfilling available opportunities to meet

consumer needs and anticipating changes in consumer preferences with successful new products and product innovations.

The competitive

position of our brands could also be affected adversely by any failure to achieve consistent, reliable quality in the product

or in service levels to customers.

preferences may shift due to a variety of factors including changes in demographic and social trends, public health initiatives, product

innovations, changes in vacation or leisure activity patterns and a downturn in economic conditions, which may reduce consumers’

willingness to purchase distilled spirits or cause a shift in consumer preferences away from ginger beer based cocktails toward beer,

wine or non-alcoholic beverages.

Our success depends in part on fulfilling available opportunities to meet consumer needs and anticipating

changes in consumer preferences with successful new products and product innovations.

The competitive position of our brands could also

be affected adversely by any failure to achieve consistent, reliable quality in the product or in service levels to customers.

face substantial competition in our industry and many factors may prevent us from competing successfully.

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The global spirits industry is highly competitive and is dominated by several large, well-funded international companies.

possible that our competitors may either respond to industry conditions or consumer trends more rapidly or effectively or resort

to price competition to sustain market share, which could adversely affect our sales and profitability.

It is possible

that our competitors may either respond to industry conditions or consumer trends more rapidly or effectively or resort to price competition

to sustain market share, which could adversely affect our sales and profitability.

public opinion about alcohol could reduce demand for our products.

groups have, in the past, advocated successfully for more stringent labeling requirements, higher taxes and other regulations

designed to discourage alcohol consumption.

More restrictive regulations, negative publicity regarding alcohol consumption and/or

changes in consumer perceptions of the relative healthfulness or safety of beverage alcohol could decrease sales and consumption

of alcohol and thus the demand for our products.

This could, in turn, significantly decrease both our revenues and our revenue

growth, causing a decline in our results of operations.

groups have, in the past, advocated successfully for more stringent labeling requirements, higher taxes and other regulations designed

to discourage alcohol consumption.

More restrictive regulations, negative publicity regarding alcohol consumption and/or changes in consumer

perceptions of the relative healthfulness or safety of beverage alcohol could decrease sales and consumption of alcohol and thus the

demand for our products.

This could, in turn, significantly decrease both our revenues and our revenue growth, causing a decline in our

results of operations.

action or other litigation relating to alcohol abuse, or the misuse of alcohol could adversely affect our business.

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product liability, alcohol abuse problems or health consequences from the misuse of alcohol.

It is also possible that governments

could assert that the use of alcohol has significantly increased government funded health care 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.

It is also possible that governments could

assert that the use of alcohol has significantly increased government funded health care 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.

lawsuits have been brought in a number of states alleging that beverage alcohol 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.

decisions and legal, regulatory and tax changes could limit our business activities, increase our operating costs and reduce our

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.

decisions and legal, regulatory and tax changes could limit our business activities, increase our operating costs and reduce our margins.

business is subject to extensive regulation in all of the countries in which we operate.

This may include regulations regarding

production, distribution, marketing, advertising and labeling of beverage alcohol products.

We are required to comply with these

regulations and to maintain various permits and licenses.

We are also required to conduct business only with holders of licenses

to import, warehouse, transport, distribute and sell beverage alcohol 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 and permits.

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 to maintain profit margins, which could lower the demand for our

products and reduce our sales and profit potential.

This may include regulations regarding production,

distribution, marketing, advertising and labeling of beverage alcohol products.

We are required to comply with these regulations and

to maintain various permits and licenses.

We are also required to conduct business only with holders of licenses to import, warehouse,

transport, distribute and sell beverage alcohol 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 and permits.

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 to maintain

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

the distribution of beverage alcohol products is subject to extensive taxation both in the U.S.

and internationally (and, in the

U.S., 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.

and internationally (and, in the U.S.,

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.

Factors Related to Our Common Stock

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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 volume will depend primarily on success in marketing

initiatives with industry brokers, improving our distribution base with DSD companies, introducing new no sugar brands, and focusing

on the existing core brands in 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, 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.

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 volume will depend primarily on success in marketing initiatives with industry

brokers, improving our distribution base with DSD companies, introducing new no sugar brands, and focusing on the existing core brands

in 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, 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.

Anti-takeover

provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our

stockholders to replace or remove our current management and limit the market price of our common stock.

in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in

our management.

provisions in our charter documents and under Delaware law could make an acquisition of us more difficult, limit attempts by our stockholders

to replace or remove our current management and limit the market price of our common stock.

in our certificate of incorporation and bylaws may have the effect of delaying or preventing a change of control or changes in our management.

Our amended and restated certificate of incorporation and amended and restated bylaws include provisions that:

our board of directors to issue, without further action by the stockholders, shares of undesignated preferred stock;

that special meetings of our stockholders can be called only upon the request of a majority of our board of directors or our

Chief Executive Officer;

an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations

of persons for election to our board of directors;

that special meetings of our stockholders can be called only upon the request of a majority of our board of directors or our Chief

Executive Officer;

an advance notice procedure for stockholder proposals to be brought before an annual meeting, including proposed nominations of persons

for election to our board of directors;

cumulative voting in the election of directors.

provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it

more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members

of our management, and may discourage, delay or prevent a transaction involving a change of control of our Company that is in

the best interest of our minority stockholders.

Even in the absence of a takeover attempt, the existence of these provisions may

adversely affect the prevailing market price of our common stock if they are viewed as discouraging future takeover attempts.

provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult

for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management, and

may discourage, delay or prevent a transaction involving a change of control of our Company that is in the best interest of our minority

stockholders.

Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market

price of our common stock if they are viewed as discouraging future takeover attempts.

we are subject to the provisions of Section 203 of the Delaware General Corporation Law.

In general, Section 203 prohibits a publicly

held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for

a three-year period following the time that this stockholder becomes an interested stockholder, unless the business combination

is approved in a prescribed manner.

A “business combination” includes, among other things, a merger, asset or stock

sale or other transaction resulting in a financial benefit to the interested stockholder.

An “interested stockholder”

is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested

stockholder status, 15% or more of the corporation’s voting stock.

Under Section 203, a business combination between a corporation

and an interested stockholder is prohibited unless it satisfies one of the following conditions:

the stockholder became interested, the board of directors approved either the business combination or the transaction which

resulted in the stockholder becoming an interested stockholder;

held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a three-year

period following the time that this stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed

A “business combination” includes, among other things, a merger, asset or stock sale or other transaction resulting

in a financial benefit to the interested stockholder.

An “interested stockholder” is a person who, together with affiliates

and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s

voting stock.

Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies

one of the following conditions:

the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted

in the stockholder becoming an interested stockholder;

consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder

owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for

purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee

stock plans, in some instances;

or after the time the stockholder became interested, the business combination was approved by the board of directors of the

corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds

of the outstanding voting stock which is not owned by the interested stockholder.

existence of this provision may have an anti-takeover effect with respect to transactions the Company’s board of directors

does not approve in advance.

Section 203 may also discourage attempts that might result in a premium over the market price for

the shares of Common Stock held by stockholders.

owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes

of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans,

in some instances;

or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation

and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least two-thirds of the outstanding

voting stock which is not owned by the interested stockholder.

existence of this provision may have an anti-takeover effect with respect to transactions the Company’s board of directors does

not approve in advance.

Section 203 may also discourage attempts that might result in a premium over the market price for the shares

of Common Stock held by stockholders.

provisions of Delaware law and the Certificate of Incorporation could have the effect of discouraging others from attempting hostile

takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Company’s common

stock that often result from actual or rumored hostile takeover attempts.

These provisions may also have the effect of preventing

changes in the Company’s management.

It is possible that these provisions could make it more difficult to accomplish transactions

that stockholders may otherwise deem to be in their best interests.

takeovers and, as a consequence, they may also inhibit temporary fluctuations in the market price of the Company’s common stock

that often result from actual or rumored hostile takeover attempts.

These provisions may also have the effect of preventing changes in

the Company’s management.

It is possible that these provisions could make it more difficult to accomplish transactions that stockholders

may otherwise deem to be in their best interests.

Collectively,

3 unchanged sentences

Collectively,

members of our board of directors and our executive officers hold approximately 8% of our outstanding common stock and

beneficially own approximately 10% of our common stock.

Members of our board of directors and our executive officers may

influence the outcome of certain matters on which stockholders vote.

(Beneficial ownership is calculated pursuant to Section 13d-3

of the Securities Exchange Act of 1934, as amended, and includes shares underlying derivative securities which may be exercised

or converted within 60 days.)

securities analysts or industry analysts downgrade our shares, publish negative research or reports, or do not publish reports

about our business, our share price and trading volume could decline.

trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish

about us, our business and our industry.

If one or more analysts adversely change their recommendation regarding our shares or

our competitors’ stock, our share price would likely decline.

If one or more analysts cease coverage of us or fail to regularly

publish reports on us, we could lose visibility in the financial markets, which in turn could cause our share price or trading

volume to decline.

As a result, the market price for our common stock may decline.

members of our board of directors and our executive officers hold approximately 11.2% of our outstanding common stock and beneficially

own approximately 26.7% of our common stock.

Members of our board of directors and our executive officers may influence the outcome

of certain matters on which stockholders vote.

(Beneficial ownership is calculated pursuant to Section 13d-3 of the Securities Exchange

Act of 1934, as amended, and includes shares underlying derivative securities which may be exercised or converted within 60 days.)

securities analysts or industry analysts downgrade our shares, publish negative research or reports, or do not publish reports about

our business, our share price and trading volume could decline.

trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about

us, our business and our industry.

If one or more analysts adversely change their recommendation regarding our shares or our competitors’

stock, our share price would likely decline.

If one or more analysts cease coverage of us or fail to regularly publish reports on us,

we could lose visibility in the financial markets, which in turn could cause our share price or trading volume to decline.

the market price for our common stock may decline.

have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval,

which could cause your investment to be diluted.

Articles of Incorporation authorize the Board of Directors to issue up to 120,000,000 shares of common stock and up to 500,000

shares of preferred stock.

The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or

options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval.

Accordingly, any

additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of

diluting your investment, and the new securities may have rights, preferences and privileges senior to those of our common stock.

Articles of Incorporation authorize the Board of Directors to issue up to 180,000,000 shares of common stock and up to 500,000 shares

of preferred stock.

The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase

shares of common stock or preferred stock is generally not subject to stockholder approval.

Accordingly, any additional issuance of our

common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting your investment, and the

new securities may have rights, preferences and privileges senior to those of our common stock.

sales of our stock may impact the market price of our common stock.

sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants, could

adversely affect the market price of our common stock.

Further, if we raise additional funds through the issuance of common stock

or securities convertible into or exercisable for common stock, the percentage ownership of our stockholders will be reduced,

and the price of our common stock may fall.

common stock is thinly traded, and investors may be unable to sell some or all of their shares at the price they would like, or

at all, and sales of large blocks of shares may depress the price of our common stock.

common stock has historically been sporadically or “thinly-traded,” meaning that the number of persons interested

in purchasing shares of our common stock at prevailing prices at any given time may be relatively small or nonexistent.

As a consequence,

there may be periods of several days or more when trading activity in shares of our common stock is minimal or non-existent, as

compared to a seasoned issuer that has a large and steady volume of trading activity that will generally support continuous sales

without an adverse effect on share price.

sales of substantial amounts of our common stock, including shares that we may issue upon exercise of options and warrants, could adversely

affect the market price of our common stock.

Further, if we raise additional funds through the issuance of common stock or securities

convertible into or exercisable for common stock, the percentage ownership of our stockholders will be reduced, and the price of our

common stock may fall.

common stock is thinly traded, and investors may be unable to sell some or all of their shares at the price they would like, or at all,

and sales of large blocks of shares may depress the price of our common stock.

common stock has historically been sporadically or “thinly-traded,” meaning that the number of persons interested in purchasing

shares of our common stock at prevailing prices at any given time may be relatively small or nonexistent.

As a consequence, there may

be periods of several days or more when trading activity in shares of our common stock is minimal or non-existent, as compared to a seasoned

issuer that has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect

on share price.

This could lead to wide fluctuations in our share price.

Investors may be unable to

sell their common stock at or above their purchase price, which may result in substantial losses.

Also, as a consequence of this

lack of liquidity, the trading of relatively small quantities of shares by our stockholders may disproportionately influence the

price of shares of our common stock in either direction.

The price of shares of our common stock could, for example, decline precipitously

in the event a large number of shares of our common shares are sold on the market without commensurate demand, as compared to

a seasoned issuer that could better absorb those sales without adverse impact on its share price.

do not intend to pay any cash dividends on our shares of common stock in the near future, so our shareholders will not be able

to receive a return on their shares unless they sell their shares.

Investors may be unable to sell their common stock at or above

their purchase price, which may result in substantial losses.

Also, as a consequence of this lack of liquidity, the trading of relatively

small quantities of shares by our stockholders may disproportionately influence the price of shares of our common stock in either direction.

The price of shares of our common stock could, for example, decline precipitously in the event a large number of shares of our common

shares are sold on the market without commensurate demand, as compared to a seasoned issuer that could better absorb those sales without

adverse impact on its share price.

do not intend to pay any cash dividends on our shares of common stock in the near future, so our shareholders will not be able to receive

a return on their shares unless they sell their shares.

intend to retain any future earnings to finance the development and expansion of our business.

We do not anticipate paying any

cash dividends on our common stock in the foreseeable future.

There is no assurance that future dividends will be paid, and if

dividends are paid, there is no assurance with respect to the amount of any such dividend.

Unless we pay dividends, our shareholders

will not be able to receive a return on their shares unless they sell such shares.

We do not anticipate paying any cash dividends

on our common stock in the foreseeable future.

There is no assurance that future dividends will be paid, and if dividends are paid, there

is no assurance with respect to the amount of any such dividend.

Unless we pay dividends, our shareholders will not be able to receive

a return on their shares unless they sell such shares.

Risk Factors Related to Environmental and Social Factors

scarcity and poor quality could negatively impact our costs and capacity.

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 process.

It also is critical to the prosperity of the communities we serve and the ecosystems

in which we operate.

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 change.

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, which could adversely affect our profitability.

demand for food products and decreased agricultural productivity may negatively affect our business.

part of the manufacture of our beverage products, we and our bottling partners use a number of key ingredients that are derived from

agricultural commodities;

decreased agricultural productivity in certain regions of the world as a result of changing weather patterns;

increased agricultural regulations;

and other factors have in the past, and may in the future, limit the availability and/or increase

the cost of such agricultural commodities and could impact the food security of communities around the world.

change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

is increasing concern that a gradual increase in global average temperatures due to increased concentration of carbon dioxide and other

greenhouse gases in the atmosphere will cause significant changes in weather patterns around the globe and an increase in the frequency

and severity of natural disasters.

Decreased agricultural productivity in certain regions of the world as a result of changing weather

patterns may limit the availability or increase the cost of key agricultural commodities, which are important sources of ingredients

for our products, and could impact the food security of communities around the world.

Climate change may also exacerbate water scarcity

and cause a further deterioration of water quality in affected regions, which could limit water availability for our independent bottlers.

Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or

impact demand for our products.

Increasing concern over climate change also may result in additional legal or regulatory requirements

designed to reduce or mitigate the effects of carbon dioxide and other greenhouse gas emissions on the environment.

Increased energy

or compliance costs and expenses due to increased legal or regulatory requirements may cause disruptions in, or an increase in the costs

associated with, the manufacturing and distribution of our beverage products.

The effects of climate change and legal or regulatory initiatives

to address climate change could have a long-term adverse impact on our business and results of operations.

weather conditions could reduce the demand for our products.

sales of our products are influenced to some extent by weather conditions in the markets in which we operate.

Unusually cold or rainy

weather during the summer months may have a temporary effect on the demand for our products and contribute to lower sales, which could

have an adverse effect on our results of operations for such periods.

Unresolved Staff Comments

Company leases 8,620 square feet of office space in Norwalk, Connecticut, which serves as our principal executive offices.

lease commenced September 1, 2018 and continues in effect for a period of 6.5 years.

commenced September 1, 2018 and continues in effect for a period of 5.5 years.

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