What changed in this filing

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Item 1A. Risk Factors

2023-05-15 compared with 2022-04-15 · 309 added, 244 removed, 741 unchanged (43% of the section changed)

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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.

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

of Material Risk Factors

We have a history of operating losses.

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, 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 with

● We will be subject

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

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 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.

We require additional financing to support our working capital and execute our operating plans for fiscal 2023, which may not be available or may be costly and dilutive.

We rely on contract packers to manufacture our products.

we are not able to pass on increases in the costs of raw materials, including aluminum cans, ingredients, fuel and/or costs of co-packing

or if we experience shortages of such raw materials, our business and results of operations could be materially, adversely affected

and result in a higher cost base.

failure to accurately estimate demand for our products or maintain sufficient inventory levels could adversely affect our business

and financial results.

business is subject to seasonality, which may cause fluctuations in our operating results.

costs of packaging supplies, ocean and domestic freight, and inflation generally may adversely affect our results of operations.

or regional catastrophic events, such as the military conflict in Ukraine, could impact our operations and affect our ability to

grow our business.

COVID-19 pandemic has impacted and may continue to impact our business and operations.

change and natural disasters may negatively affect our business.

we are not able to retain the services of our workforce, there may be an adverse effect on our operations and/or our operating performance

until we find suitable replacements.

Regulations imposing excise taxes on sweetened beverages may adversely

affect our business, financial condition or results of operations and inhibit the sales of products.

concerning alcohol beverages may adversely affect our business, financial condition or results of operations and inhibit the sales

of such products.

changes to or failure to comply with various environmental laws may expose us to liability and/or cause certain facilities of our

co-packers to close, relocate or operate at reduced production levels, which could adversely affect our business, financial condition

and results of operations.

in the financial markets and other adverse changes in general economic or political conditions could adversely affect our industry,

business and results of operations.

Factors Relating to Our Business

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

is Substantial doubt about our ability to continue as a going concern.

The Company’s financial statements as of December

31, 2022, were prepared on a going concern basis.

For the year ended December 31, 2022, the Company recorded a net loss of $20,057 and

used cash in operations of $15,530, and as of December 31, 2022, the Company had stockholders’ deficit of $8,470, and negative working

capital of $1,563.

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

year of the date that the financial statements are issued.

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

in their report on the Company’s December 31, 2022, 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,

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

As of December 31, 2022, we had a cash balance of $533 with borrowing capacity of $1,663.

Company believes that its current level of cash and cash equivalents are not sufficient to fund its operations for the next 12 months.

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

We may 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.

To alleviate 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 will 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 sentiment with respect

to us and our industry.

have significant obligations under payables and debt obligations.

Our ability to operate as a going concern are contingent upon successfully

obtaining additional financing.

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

capital is not available, we may then need to scale back or freeze our organic growth plans, sell our business under unfavorable terms,

and 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.

ability to service our indebtedness will depend on our ability to generate cash in the future.

ability to make payments on our indebtedness (including our Notes) will depend on our ability to generate cash in the future.

to generate cash is subject to general economic and market conditions and financial, competitive, legislative, regulatory and other factors

that are beyond our control.

Our business may not generate sufficient cash to fund our working capital requirements, capital expenditure,

debt service and other liquidity needs, which could result in our inability to comply with financial and other covenants contained in

our debt agreements, our being unable to repay or pay interest and penalties on our indebtedness, and our inability to fund our other

liquidity needs.

If we are unable to service our debt obligations, fund our other liquidity needs and maintain compliance with our financial

and other covenants, we could be forced to curtail our operations, our creditors could accelerate our indebtedness and exercise other

remedies and we could be required to pursue one or more alternative strategies, such as selling assets or refinancing or restructuring

our indebtedness.

However, such alternatives may not be feasible or adequate.

of the Notes agreed to waive certain provisions of the Notes resulting from the delisting of the Company’s common stock from the

Nasdaq Capital Market and the resulting Fundamental Change and Make-Whole Fundamental Change subject to certain conditions, through May

the event of a Make-Whole Fundamental Change under the Notes, the holders of the Notes would have the right to require the Company to

repurchase the Notes at a purchase price of 100% of the principal amount held by such holder, plus accrued and unpaid interest through,

but not including, the repurchase date.

In addition, we would also be required to pay the holders of the Notes a Make-Whole Fundamental

Change payment.

The repurchase of the Notes as a result of a Make-Whole Fundamental Change would likely render us insolvent and result

in some type of bankruptcy, insolvency, liquidation, or reorganization event for the company.

Such an event could result in substantial

dilution to investors in our common stock.

While we expect the holders to provide further accommodations regarding this provision, there

can be no assurances that they will be able to continue to do so or that the conditions imposed will be reasonable.

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.

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.

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.

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.

We cannot 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.

require additional financing to support our working capital and execute our operating plans for 2023, 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 2023.

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.

To alleviate 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.

we seek additional sources of financing, there can be no assurance that such financing would be available to us on favorable terms or

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,

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

associated with the conflict in Ukraine.

conflict in Ukraine has continued to result in worldwide geopolitical and macroeconomic uncertainty.

The conflict has resulted and could

continue to result in volatile commodity markets, supply chain disruptions, increased risk of cyber incidents or other disruptions to

our information systems business disruptions, limitations on access to credit markets and other corporate banking services, including

working capital facilities, reduced availability and increased costs for transportation, energy and packaging and raw materials and other

We cannot predict how and the extent to which the conflict will affect our operations, customers, consumers or business.

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

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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;

governmental actions, climate change and other factors beyond our control, including outbreaks of infectious diseases.

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;

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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.

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,

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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.

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

success depends on our ability to attract and retain highly qualified employees in such areas as sales, marketing, product development,

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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.

Any unplanned turnover could negatively impact our operations, financial

condition and employee morale.

we are not able to retain the services of members of senior management, there may be an adverse effect on our operations and/or our operating

performance until we find suitable replacements.

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

We do not maintain key person life insurance on

any members of our senior management.

The loss of service of Chief Executive Officer, Norman E.

Snyder or any other key members of our

senior management could adversely affect our business until suitable replacements can be found.

There may be a limited number of personnel

with the requisite skills to serve in these positions, and we may be unable to locate or employ such qualified executives on acceptable

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

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

in our effective tax rate could adversely affect our financial condition and results of operations.

tax laws as a result of any legislation proposed by the new U.S.

Presidential Administration or U.S.

Congress, which may include

efforts to change or repeal the 2017 Tax Cuts and Jobs Act and the federal corporate income tax rate reduction, could adversely affect

our provision for income taxes, resulting in an adverse impact on our financial condition or results of operations.

in the financial markets and other adverse changes in general economic or political conditions in any of the major countries in which

we do business could adversely affect our industry, business and results of operations.

economic uncertainties, including highly inflationary economies and foreign currency exchange rates and rising interest rates, affect

businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities.

can be no assurance that economic improvements will occur, or that they would be sustainable, or that they would enhance conditions in

markets relevant to us.

In addition, we cannot predict the duration and severity of disruptions in any of our markets or the impact they

may have on our customers or business.

Unfavorable economic conditions and financial uncertainties, including economic slowdowns and

recessions, and unstable political conditions, including civil unrest and governmental changes, in certain of our other international

markets could undermine global consumer confidence and reduce consumers’ purchasing power, thereby reducing demand for our products.

Included in the foregoing are long-term uncertainties surrounding the United Kingdom’s withdrawal from the European Union on January

31, 2020 (commonly referred to as “Brexit”) and any resulting increases in tariffs, importation restrictions, out of stocks,

volatility in currency exchange rates, including the valuation of the euro and the British pound in particular, changes in the laws and

regulations applied in the United Kingdom or impacts on economic and market conditions in the United Kingdom, the European Union and

its member states and elsewhere.

The foregoing also includes the military conflict in Ukraine and any increased economic uncertainty

and volatility in commodity prices that it poses.

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

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Factors Relating to Our Industry

current aluminum shortage can harm our ability to meet consumer demand.

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

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.

costs of packaging supplies, freight, and inflation generally may adversely affect our results of operations.

of our packaging supply contracts allow our suppliers to alter the costs they charge us for packaging supplies based on changes in the

costs of the underlying commodities that are used to produce those packaging supplies, such as aluminum for cans, and pulp and paper

for cartons and/or trays.

These changes in the prices we pay for our packaging supplies occur at certain predetermined times that vary

by product and supplier.

In most cases, we bear the risk of increases in the costs of these packaging supplies, including the underlying

costs of the commodities that comprise these packaging supplies.

Recently, inflation has affected, and continues to affect certain of

our raw material and packaging costs, commodities and other inputs globally.

If the costs of packaging supplies and other costs, such

as domestic freight rates, increase, we may be unable to pass these costs along to our customers through corresponding adjustments to

the prices we charge, which could have a material adverse effect on our results of operations.

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

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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.

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 $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.

target a niche in the estimated $29 billion carbonated soft drink market in the US, Canada and international markets.

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, Sprechers, 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 competitors.

beverage industry is highly competitive.

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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,

the year ended December 31, 2022, the Company had two customers that accounted for approximately 17% and 16% of its sales, respectively;

and during the year ended December 31, 2021, the Company had two customers 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.

These two customers 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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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, 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.

the year ended December 31, 2022, the Company’s largest vendor accounted for approximately 12% of its purchases.

During the year

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

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

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

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do not enter into hedging arrangements for raw materials.

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

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

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.

the years ended December 31, 2022, and 2021, the Company utilized nine separate US based co-packers for most its production needs.

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

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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

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

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.

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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.

We do have a written employment agreement with one of four members of our management team.

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

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in our revenues and earnings or other variations in operating results;

shortfall in revenue or increase in losses from levels expected by us or securities analysts;

any shortfall

in revenue or increase in losses from levels expected by us or securities analysts;

in regulatory policies or law;

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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.

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.

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and subsequent amendment to our certificate of incorporation.

Risk Factors Related to Government Regulation

Changes in government regulation, or a failure

to comply with existing regulations related to sweetened beverages, could adversely affect our business, financial condition and results

of operations.

Legislation that would impose an excise tax on sweetened

beverages has been proposed in the U.S.

Congress, in some state legislatures and by some local governments, with excise taxes generally

ranging between $0.01 and $0.02 per ounce of sweetened beverage.

The imposition of such taxes on our products would increase the cost

of certain of our products or, to the extent levied directly on consumers, make certain of our products less affordable.

on sweetened beverages already are in effect in certain foreign countries, such as France, the United Kingdom, Ireland, South Africa,

Mexico and Colombia.

Other countries are considering similar measures.

Public health officials and health advocates are increasingly

focused on the public health consequences associated with obesity, especially as it affects children, and are seeking legislative change

to reduce the consumption of sweetened beverages.

To the extent any such legislation is enacted in one

or more jurisdictions where a significant amount of our products is sold, individually or in the aggregate, it could result in a reduction

in demand for, or availability of, our products, and adversely affect our business, financial condition and results of operations.

The production, distribution and sale in the United

States of many of our products are also currently subject to various federal and state regulations, including, but not limited to:

the Occupational Safety and Health Act;

various environmental statutes;

data privacy laws;

California Proposition 65;

various other federal, state and local statutes and regulations applicable to the production, transportation, sale, safety, advertising,

labeling, packaging and ingredients of such products.

Outside the United States, the production, distribution and sale of many of our

products are also subject to numerous statutes and regulations.

If a regulatory authority finds that a current or future product, its

label, or a production run is not in compliance with any of these regulations, we may be fined, or the products in question may have to

be recalled, removed from the market, reformulated and/or have the packaging changed, which could adversely affect our business, financial

condition and results of operations.

Regulations concerning our alcohol beverages

may adversely affect our business, financial condition or results of operations.

Governmental agencies heavily regulate the alcohol

beverage industry.

In particular, they monitor and regulate licensing, warehousing, trade and pricing practices, permitted and required

labeling, including warning labels, signage, advertising, relations with wholesalers and retailers, and, in control states, product listings.

There may also be a focus on companies with established non-alcohol beverages lines of business that have expanded into the alcohol beverage

industry, since marketing practices that are acceptable in the non-alcohol space may have regulatory challenges in the alcohol space.

In addition, other countries in which we may sell alcohol beverages could impose duties, excise taxes and/or other related taxes.

in the future, we are unable to comply with certain regulations, sales of our products could decrease significantly.

Additionally, if

such agencies or jurisdictions, foreign or domestic, choose to implement new or revised laws, regulations, fees, taxes, or other such

requirements, our business could be adversely affected.

If such governmental bodies require increased additional product labeling, warning

requirements, or limitations on the marketing or sale of our alcohol products due to their contents or allegations concerning their potential

to cause adverse health effects, our sales of alcohol beverages may be adversely affected.

Significant changes to or failure to comply

with various environmental laws may our co-packers to liability or cause them to close, relocate or operate at reduced production levels,

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

Our co-packers are subject to a wide and increasingly

broad array of federal, state, regional, local, and international environmental laws, including statutes and regulations, which aim to

regulate emissions and impacts to air, land, and water.

Their operations may result in odors, noise, or other pollutants being emitted.

Failure to comply with any environmental laws or any future changes to them could result in alleged harm to employees or others near facilities.

Significant costs to satisfy environmental compliance, remediation or compensatory requirements, or the imposition of penalties or restrictions

on operations by governmental agencies or courts may adversely affect our business, financial condition, and results of operations.

Increasing concern over sustainability matters, including climate change,

will likely result in new or revised laws and regulations aimed at reducing or mitigating the potential effects of greenhouse gases, restricting

or increasing the costs of commercial water use due to local water scarcity concerns, or increasing mandatory reporting of certain sustainability

metrics, such as recycling.

Factors Related to Distribution of Alcoholic Beverages

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Collectively,

members of our board of directors and our executive officers hold approximately 11.2% of the Company’s outstanding common

stock, beneficially own approximately 26.7% of our common stock and may greatly influence the outcome of all matters on which

stockholders vote.

members of our board of directors and our executive officers hold approximately 23.3% of the Company’s outstanding common stock,

beneficially own approximately 29.3% of our common stock and may greatly influence the outcome of all matters on which stockholders vote.

Collectively,

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own approximately 29.3% 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.

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

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a return on their shares unless they sell such shares.

Risk Factors Related to Environmental and Social Factors

Factors Related to Environmental and Social Factors

scarcity and poor quality could negatively impact our costs and capacity.

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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.

Lack of available water of acceptable quality,

actions by governmental and non-governmental organizations, investors, customers and consumers on water scarcity and increasing pressure

to conserve and replenish water in areas of scarcity and stress, including due to the effects of climate change, can lead to:

chain disruption;

adverse effects on our operations or the operations of our business partners;

higher compliance costs;

increased capital

expenditures;

higher production costs, including less favorable pricing for water;

perception of our failure to act responsibly with

respect to water use or to effectively respond to legal or regulatory requirements concerning water scarcity;

or damage to our reputation,

any of which can adversely affect our business..

demand for food products and decreased agricultural productivity may negatively affect our business.

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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