What changed in this filing

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Item 1A. Risk Factors

2024-04-01 compared with 2023-05-15 · 434 added, 1007 removed, 43 unchanged (97% 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 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 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

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.

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.

following risks, some of which have occurred and any of which may occur in the future, can have a material adverse effect on our business

or financial performance, which in turn can affect the price of our publicly traded securities.

These are not the only risks we face.

There may be other risks we are not currently aware of or that we currently deem not to be material but that may become material in the

Related to Our Debt Service Obligations

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.

December 31, 2023, our outstanding obligation our 10% Secured Convertible Notes (“Notes”) was approximately $18.1 million

and the balance on our ABL line of credit was approximately $9.9 million.

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.

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,

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.

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.

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.

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

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.

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 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;

trade disruptions;

changes in supply chain;

and increases in tariffs;

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.

of our 10% Secured Convertible Notes (“Notes”) have been amenable to making accommodations under the Notes by waiving conditions

and financial covenants in exchange for certain negotiated penalties in lieu of declaring default.

If do not meet our obligations under

the Notes and are unable to negotiate accommodations in the future, the Note holders may declare a default, which would likely force

us into bankruptcy.

December 31, 2023, our outstanding obligation under the Notes was approximately $18.1 million.

The Notes are secured by substantially

all of the company’s assets.

We have negotiated an extension under the Notes, subject to meeting certain conditions and executing

documentation.

As such the maturity date will be in April 2024.

The indebtedness under the Notes limits our growth, and management of

the debt requires a significant amount of time and effort of our executive officers.

While we have been successful negotiating waivers

and amendments under the Notes, we may not be able to continue to do so in the future.

We have further been exploring our options to

refinance these Notes.

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 may default.

A default would trigger acceleration under the Notes, and it is unlikely that we

would have sufficient funds to make these payments.

Upon a default, the holders have the right to exercise their remedies to collect,

including foreclosing on our assets.

Accordingly, we would likely be forced to seek bankruptcy protection in the event of default.

and Operational Risks

to realize benefits from our productivity initiatives can adversely affect our financial performance.

future growth depends, in part, on our ability to continue to reduce costs and improve efficiencies.

We continue to identify and implement

initiatives that we believe will position our business for long-term sustainable growth by allowing us to achieve a lower cost structure,

improve decision-making and operate more efficiently.

If we are unable to successfully implement our productivity initiatives as planned

or do not achieve expected savings as a result of these initiatives, we may not realize all or any of the anticipated benefits, resulting

in adverse effects on our financial performance.

Demand for our products can fluctuate significantly

and our management’s estimates of future product demand may be inaccurate, particularly with new product.

Further, we may are subject

to a variety of other factors that impact timely production and shipment of our products.

Our business and results of operations are impacted

by product shortages as well as product surplus.

Management’s estimates of future product demand

may be inaccurate, which could result in an understated or overstated provision required for excess and obsolete inventory.

31, 2023, and 2022, inventory has been reduced by cumulative write-downs for inventory aggregating $1,848 and $479, respectively.

When we underestimate demand for our products, are

unable to secure sufficient ingredients or raw materials or procure adequate packing arrangements to obtain adequate or timely shipment

of our products, we are not be able to satisfy demand on a short-term basis.

It is difficult to predict the timing and amount of

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

Our independent distributors and national accounts

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

In 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

Additionally, our larger distributors and partners may make orders that are larger than we have historically been required

Further, all of our products are produced by our co-pack partners.

For most of our products there are limited co-packing

facilities in our markets with adequate capacity and/or suitable equipment to package our products.

If a co-packer terminates its relationship

with us, we are have in the past, and will likely in the future, experience a delay finding a suitable replacement, which will negatively

impact or business and financial results.

reliance on distributors, retailers and brokers could affect our ability to efficiently and profitably distribute and market our products,

7 unchanged sentences

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.

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

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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.

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:

level of demand for our brands and products in a particular distribution area;

ability to price our products at levels competitive with those of competing products;

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

may not be able to successfully manage all or any of these factors in any of our current or prospective geographic areas of distribution.

Our inability to achieve success with regards to any of these factors in a geographic distribution area will have a material adverse

effect on our relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will

likely adversely affect our revenues and financial results.

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.

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

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.

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 us.

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

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.

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 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

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.

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

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 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,

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 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.

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.

may become party to litigation claims and legal proceedings.

Litigation involves significant risks, uncertainties and costs, including

distraction of management attention away from our business operations.

We evaluate litigation claims and legal proceedings to assess

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

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;

inflationary currency, devaluation or fluctuation;

increased costs of doing business due to compliance with complex

foreign and U.S.

laws and regulations.

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

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

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

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.

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

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

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

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 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.

imposed on the sale of certain of our products by federal, state and local governments in the United States, Canada or other countries

in which we operate could cause consumers to shift away from purchasing our beverages.

Several municipalities in the United States have

implemented or are considering implementing taxes on the sale of certain “sugared” beverages, including non-diet soft drinks,

fruit drinks, teas and flavored waters to help fund various initiatives.

These taxes could materially affect our business and financial

taxes levied on us could harm our financial results.

legislative proposals to reform U.S.

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 to incremental U.S.

taxation and/or by delaying or permanently deferring certain deductions

otherwise allowed in calculating our U.S.

tax liabilities.

compete in an industry that is brand-conscious, so brand name recognition and acceptance of our products are critical to our success.

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

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 $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.

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.

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.

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 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.

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.

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.

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

important part of our strategy is to increase our sales through the development of new beverage products.

We cannot provide assurance

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

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 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.

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.

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.

loss of our largest customers would substantially reduce revenues.

customers are material to our success.

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

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.

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

other customer exceeded 10% of sales for either period.

loss of our largest vendors would substantially reduce revenues.

vendors are important to our success.

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

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.

loss of our third-party distributors could impair our operations and substantially reduce our financial results.

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.

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.

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.

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.

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.

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

We obtain bottles both domestically

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.

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, 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

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;

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.

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 bad weather.

(i) the level of demand for our brands and products in

a particular distribution area;

(ii) our ability to price our products at levels competitive with those of competing products;

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

We may not be able to

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

Our inability

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

relationships in that particular geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely

affect our revenues and financial results.

Supply chain challenges have impacted our ability

to benefit from strong demand for, and increased sales of our products and adversely impacted our business.

Disruption of our production

or supply chain, including continued increased commodity, packaging, transportation, labor and other input costs, can adversely affect

our business.

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.

The raw materials and other supplies, including agricultural

commodities, fuel and packaging materials, transportation, labor and other supply chain inputs that are required for the manufacturing,

production and distribution of our products are subject to price volatility and fluctuations in availability caused by many factors, including

changes in supply and demand, supplier capacity constraints, inflation, weather conditions (including potential effects of climate change),

fire, natural disasters, disease or pests, agricultural uncertainty, health epidemics or pandemics or other contagious outbreaks (including

COVID-19), labor shortages or changes in availability of our or our business partners’ workforce (including the lack of availability

of truck drivers as a result of COVID-19), strikes or work stoppages (including by railway workers or other third parties involved in

the manufacture, production and distribution of our products), governmental incentives and controls (including import/export restrictions,

such as new or increased tariffs, sanctions, quotas or trade barriers), port congestions or delays, transport capacity constraints, cybersecurity

incidents or other disruptions, loss or impairment of key manufacturing sites, political uncertainties, geopolitical events, wars and

other military conflicts, acts of terrorism, governmental instability or currency exchange rates.

Many of our raw materials and supplies

are purchased in the open market and the prices we pay for such items are subject to fluctuation.

Although we have experienced decreases

in freight costs over the last three quarters, we believe there remains a volatile environment, and we continue to monitor pricing and

availability in transportation.

When input prices increase unexpectedly or significantly, we may be unwilling or unable to increase our

product prices or unable to effectively hedge against price increases to offset these increased costs without suffering reduced volume,

revenue, margins and operating results The disruption we experiences caused by labor shortages, significant raw material cost inflation,

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

We could continue to experience

disruption in our manufacturing operations and supply chain.

in future demand for our products would adversely affect our business.

for our products depends in part on our ability to innovate and anticipate and effectively respond to shifts in consumer trends and preferences,

including the types of products our consumers want and how they browse for, purchase and consume them.

Consumer preferences continuously

evolve due to a variety of factors, including:

changes in consumer demographics, consumption patterns, diet (whether due to changes in

consumer behavior and eating habits, the use of weight-loss drugs or other factors) and channel preferences (including continued increases

in the e-commerce and online-to-offline channels);

product quality;

concerns or perceptions regarding packaging and its environmental

impact (such as single-use and other plastic packaging);

and concerns or perceptions regarding the nutrition profile and health effects

of, or location of origin of, ingredients or substances in our products or packaging, including due to the results of third-party studies

(whether or not scientifically valid).

Concerns with any of the foregoing could lead consumers to reduce or publicly boycott the purchase

or consumption of our products.

Pandemics, epidemics or other disease outbreaks, such as COVID-19, and geopolitical events, wars and

other military conflicts have also impacted and could continue to impact consumer preferences and demand for our products.

Consumer preferences

are also influenced by perception of our brand image or the brand images of our products, the success of our advertising and marketing

campaigns, our ability to engage with our consumers in the manner they prefer, including through the use of digital media or assets,

and the perception of our use of social media and our response to political and social issues, geopolitical events, wars and other military

conflicts or catastrophic events.

These and other factors have reduced and could continue to reduce consumers’ willingness to purchase

certain of our products, including as a result of public boycotts.

Any inability on our part to anticipate or react to changes in consumer

preferences and trends, or make the right strategic investments to do so, including investments in data analytics to understand consumer

trends, can lead to reduced demand for our products, lead to inventory write-offs or erode our competitive and financial position, thereby

adversely affecting our business.

In addition, our business operations, including our supply chain, are subject to disruption by geopolitical

events, wars and other military conflicts, natural disasters, pandemics, epidemics or other events beyond our control that could negatively

impact product availability and decrease demand for our products.

to our reputation or brand image can adversely affect our business.

a positive reputation is critical to selling our products.

Our reputation or brand image could be adversely impacted by a variety of

factors, including:

particular ingredients in our products, including concerns regarding whether certain of our products contribute to

obesity and other health conditions;

any product quality or safety issues, including the recall of any of our products;

any failure to

comply with laws and regulations;

marketing programs, use of social media;

or any failure to effectively respond to negative or inaccurate

comments about us on social media or otherwise regarding any of the foregoing.

Damage to our reputation or brand image could decrease

demand for our products, thereby adversely affecting our business.

recalls or other issues or concerns with respect to product quality and safety can adversely affect our business.

have recalled, and could in the future recall, products due to product quality or safety issues, such as mislabeling, spoilage or malfunction.

Product quality or safety issues could reduce consumer confidence and demand for our products, cause production and delivery disruptions,

and result in increased costs (including payment of fines, judgments and legal fees, and costs associated with alternative sources of

production) and damage our reputation, all of which can adversely affect our business.

Any perception or allegation (whether or not valid)

of failure to maintain adequate oversight over product quality or safety can result in product recalls, litigation, government investigations

or inquiries or civil, all of which may result in fines, penalties and damages.

In addition, while we currently maintain insurance coverage

that, subject to its terms and conditions, is intended to address costs associated with certain aspects of product recalls, this insurance

coverage may not, depending on the specific facts and circumstances surrounding an incident, cover all losses or all types of claims

that arise from an incident, or the damage to our reputation or brands that may result from an incident.

inability to compete effectively can adversely affect our business.

products compete against products of international beverage companies as well as regional, local and private label and economy brand

manufacturers and other competitors, including smaller companies developing and selling micro brands directly to consumers through e-commerce

platforms or through retailers focused on locally sourced products.

Our products compete primarily on the basis of brand recognition

and loyalty, taste, quality, innovation, distribution, shelf space, advertising, and promotional activity, packaging, convenience, and

the ability to anticipate and effectively respond to consumer preferences and trends.

Our business can be adversely affected if

we are unable to effectively promote or develop our existing products or introduce and effectively market new products, if we are unable

to improve operating efficiencies, if we are unable to effectively respond to supply disruptions, pricing pressure (including as a result

of commodity inflation) or otherwise compete effectively, and we may be unable to grow or maintain sales or category share or we may

need to increase capital, marketing or other expenditures.

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.

to attract, develop and maintain a highly skilled and diverse workforce or effectively manage changes in our workforce can have an adverse

effect on our business.

business requires that we attract, develop and maintain a highly skilled and diverse workforce.

Our employees are highly sought after

by our competitors and other companies and our continued ability to compete effectively depends on our ability to attract, retain, develop

and motivate highly skilled personnel for all areas of our organization.

Our ability to do so has been and may continue to be impacted

by challenges in the labor market, which has experienced and may continue to experience wage inflation, labor shortages, increased employee

turnover, changes in availability of our workforce and changing worker expectations regarding flexible work models.

Any unplanned turnover

or failure to attract, develop and maintain a highly skilled and diverse workforce, can erode our competitive advantage or result in

increased costs due to increased competition for employees or increased employee benefit costs.

in the retail landscape or in sales to any key customer can adversely affect our business.

retail industry is impacted by the actions and increasing power of retailers, including as a result of increased consolidation of ownership

resulting in large retailers or buying groups with increased purchasing power, particularly in North America, Europe and Latin America.

In this changing retail landscape, retailers and buying groups have impacted and may continue to impact our ability to compete in these

jurisdictions by demanding lower prices or increased promotional programs.

During the year ended December 31, 2023, we had two customers

that accounted for approximately 24% and 15% of its sales, respectively;

and during the year ended December 31, 2022, we had two customers

that accounted for approximately 17% and 16% of its sales, respectively.

These two customers serve hundreds if not thousands of various

retail chains and end customers.

No other customer exceeded 10% of sales for either period.

Our inability to resolve a significant dispute

with either of these customers, a change in the business condition (financial or otherwise) of either of these customers, even if unrelated

to us, a significant reduction in sales to either of them, or the loss of either of them could adversely

affect our business.

in economic conditions can adversely impact our business.

of the jurisdictions in which our products are sold have experienced and could continue to experience uncertain or unfavorable economic

conditions, such as high inflation and adverse changes in interest rates, tax laws or tax rates, including as a result of geopolitical

These uncertain or unfavorable economic conditions have resulted in and could continue to result in recessions or economic slowdowns;

volatile commodity markets;

labor shortages;

highly inflationary economies;

and stimulus measures,.

In addition, we cannot predict how

current or future economic conditions will affect our business partners, including financial institutions with whom we do business, and

any negative impact on any of the foregoing may also have an adverse impact on our business.

cyber incidents and other disruptions to our information systems can adversely affect our business.

We outsource cybersecurity to a third party provider.

Cyberattacks and other cyber incidents are occurring

more frequently, the techniques used to gain access to information technology systems and data, disable or degrade service or sabotage

systems are constantly evolving and becoming more sophisticated in nature and are being carried out by groups and individuals with a wide

range of expertise and motives.

In addition, the rapid evolution and increased adoption of artificial intelligence technologies may increase

our cybersecurity risks, including generative artificial intelligence augmenting threat actors’ technological sophistication to

enhance existing or create new malware.

We have not experienced a cyber security breach,;

however, a breach could have a material adverse

effect on us in the future.

Our Chairman and Vice Chairman are significant

stockholders and may greatly influence the outcome of all matters on which stockholders vote.

After the conversion of the SAFE investment, Shufen

Deng, our Vice Chairman, will beneficially own approximately 47% of our common stock and John J.

Bello, our Chairman, will beneficially

own approximately 9% of our common stock.

They will exert significant influence on the outcome of stockholder votes.

Furthermore, and

the Union Square Entities, a related party, will own approximately 25% of our stock after conversion of the SAFE investment and will also

have great influence on the outcome of a stockholder 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.)

Our largest stockholder’s preemptive right

could dissuade a strategic investor from making an investment in the Company.

Our largest stockholder, D&D Source of Life Holding, Ltd.

(“D&D”) holds a preemptive right to

purchase its pro-rata share, based on the ratio of shares of the Company’s common it owns to all the outstanding share of the Company’s

common stock, of any investment in the equity securities or equity- linked securities of the Company, D&D, an entity owned by our

Vice Chairman, will beneficially own approximately 47% of our common stock after conversion of the SAFE investment.

As such, D&D’s

exercise of its right could serve to dissuade a new strategic investor from proposing an investment in the Company or significantly decrease

the size of the new investor’s investment.

Tax and Regulatory Risks

aimed at our products can adversely affect our business or financial performance.

jurisdictions in which our products are sold have either imposed, or are considering imposing, new or increased taxes on the manufacture,

distribution or sale of certain of our products, as a result of ingredients contained in our products.

These taxes vary in scope and

some apply to all beverages, including non-caloric beverages, while others apply only to beverages with a caloric sweetener (e.g.,

Similarly, some measures apply a single tax rate per ounce/liter on beverages containing over a certain amount of added sugar

(or other sweetener), some apply a graduated tax rate depending upon the amount of added sugar (or other sweetener) in the beverage and

others apply a flat tax rate on beverages containing any amount of added sugar (or other sweetener).

These tax measures, whatever

their scope or form, have in the past and could continue to increase the cost of certain of our products, reduce overall consumption

of our products or lead to negative publicity, resulting in an adverse effect on our business and financial performance.

on the marketing or sale of our products can adversely affect our business and financial performance.

jurisdictions in which our products are sold or may be sold have either imposed, or are considering imposing, limitations on the marketing

or sale of our products as a result of ingredients or substances in our products or product packaging.

These limitations require that

we highlight perceived concerns about a product or product packaging, warn consumers to avoid consumption of certain ingredients or substances

present in our products, restrict the age of consumers to whom products are marketed or sold, limit the location in which our products

may be available or discontinue the use of certain ingredients or packaging.

Certain jurisdictions have imposed or are considering imposing

color-coded labeling requirements where colors such as red, yellow and green are used to indicate various levels of a particular ingredient,

such as sugar, sodium or saturated fat, in products.

The imposition or proposed imposition of additional limitations on the marketing

or sale of our products has in the past reduced and could continue to reduce overall consumption of our products, lead to negative publicity

or leave consumers with the perception that our products do not meet their health and wellness needs, resulting in an adverse effect

on our business and financial performance.

and regulations related to the use or disposal of plastics or other packaging materials can adversely affect our business and financial

rely on diverse packaging solutions to safely deliver products to our customers and consumers.

Certain of our products are sold in packaging

designed to be recyclable, commercially compostable, biodegradable or reusable.

However, not all packaging is recovered, whether due

to lack of infrastructure, improper disposal or otherwise, and certain of our packaging is not currently recyclable, commercially compostable,

biodegradable or reusable.

Packaging waste not properly disposed of that displays one or more of our brands has in the past resulted

in and could continue to result in negative publicity, litigation, government investigations or other action or reduced consumer demand

for our products, adversely affecting our financial performance.

Many jurisdictions in which our products are sold have imposed or are

considering imposing laws, regulations or policies intended to encourage the use of sustainable packaging, waste reduction, increased

recycling rates or decreased use of single-use plastics or to restrict the sale of products utilizing certain packaging.

regulations and policies vary in form and scope and include extended producer responsibility policies, plastic or packaging taxes, minimum

recycled content requirements, restrictions on certain products and materials, restrictions or bans on the use of certain types of packaging,

including single-use plastics and packaging containing PFAS, restrictions on labeling related to recyclability, requirements to charge

deposit fees and requirements to scale reusable or refillable packaging.

For example, the European Union and certain states in the United

States, among other jurisdictions, have imposed a minimum recycled content requirement for beverage bottle packaging and similar legislation

is under consideration in other jurisdictions.

These laws and regulations have in the past increased and could continue to increase the

cost of our products, impact demand for our products, result in negative publicity and require us and our business partners, including

our independent co-packers, to increase capital expenditures to invest in reducing the amount of virgin plastic or other materials used

in our packaging, to develop alternative packaging or to revise product labeling, all of which can adversely affect our business and

financial performance.

to comply with personal data protection and privacy laws can adversely affect our business.

are subject to a variety of continuously evolving and developing laws and regulations in numerous jurisdictions regarding personal data

protection and privacy laws.

These laws and regulations may be interpreted and applied differently from country to country or, within

the United States, from state to state, and can create inconsistent or conflicting requirements.

the California Consumer

Privacy Act, which was significantly modified by the California Privacy Rights Act, as well as comprehensive privacy legislation in Virginia,

Colorado, Utah and Connecticut that became effective in 2023, as well as the European Union’s General Data Protection Regulation

(GDPR), the U.K.

General Data Protection Regulation (which implements the GDPR into U.K.

law) and China’s Personal Information

Protection Act, impose significant costs and challenges that are likely to continue to increase over time, particularly as additional

jurisdictions continue to adopt similar regulations.

Failure to comply with these laws and regulations or to otherwise protect personal

data from unauthorized access, use or other processing, have in the past and could in the future result in litigation, claims, legal

or regulatory proceedings, inquiries or investigations, damage to our reputation, fines or penalties, all of which can adversely affect

our business.

manufacturing process is not patented.

5 unchanged sentences

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 one of four 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.

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.

These factors include:

and volume fluctuations in the stock markets;

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

any shortfall

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

in regulatory policies or law;

performance of companies comparable to us;

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.

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.

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

board of directors has the power to issue additional shares of common or preferred stock up to the amounts authorized in our certificate

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

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.

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

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.

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

compete based on product taste and quality, brand image, price, service and ability to innovate in response to consumer preferences.

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

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.

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

in the beverage alcohol industry are, from time to time, exposed to class action or other litigation relating to alcohol advertising,

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.

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 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.

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.

Factors Related to Our Common Stock

we are not able to achieve our objectives for our business, the value of an investment in our Company could be negatively affected.

order to be successful, we believe that we must, among other things:

the volume for our products

to find savings in our cost of goods (co-packer fees, packaging and ingredients);

the number of co-packers for our core and innovation products;

to recruit and retain top talent;

increased awareness through our brand pull campaigns, and trial and repeat purchase of our core brands;

increased SKU placement on shelf, and open new outlets of retail distribution through our investment in sales resources, partnerships

and trade marketing support;

our operating expenses to sufficiently support operating activities and

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

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.

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.

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;

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.

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

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.

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.

Collectively,

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,

members of our board of directors and our executive officers hold approximately 23.3% of our outstanding common stock and beneficially

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.

(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 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.

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.

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.

Factors Related to Environmental and Social Factors

we are unable to adequately protect our intellectual property rights, or if we are found to infringe on the intellectual property rights

of others, our business can be adversely affected.

possess intellectual property rights that are important to our business, including ingredient formulas, trademarks, copyrights, business

processes and other trade secrets.

The laws of various jurisdictions in which we operate have differing levels of protection of intellectual

Our competitive position and the value of our products and brands can be reduced and our business adversely affected if we

fail to obtain or adequately protect our intellectual property, including our ingredient formulas, or if there is a change in law that

limits or removes the current legal protections afforded our intellectual property.

Also, in the course of developing new products or

improving the quality of existing products, we could in the future infringe or be alleged to infringe, on the intellectual property rights

Such infringement or allegations of infringement could result in expensive litigation and damages, damage to our reputation,

disruption to our operations, injunctions against development, manufacturing, use and/or sale of certain products, inventory write-offs

or other limitations on our ability to introduce new products or improve the quality of existing products, resulting in an adverse effect

on our business.

to comply with laws and regulations applicable to our business can adversely affect our business.

conduct of our business is subject to numerous laws and regulations relating to the production, storage, distribution, sale, display,

advertising, marketing, labeling, content (including whether a product contains genetically engineered ingredients), quality, safety,

transportation, supply chain, traceability, sourcing (including pesticide use), packaging, disposal, recycling and use of our products

or raw materials, employment and occupational health and safety, environmental, social and governance matters and reporting (including

climate change), machine learning and artificial intelligence and data privacy and protection.

The imposition of new laws, changes

in laws or regulatory requirements or changing interpretations thereof, changes in the enforcement priorities of regulators, and differing

or competing regulations and standards across the markets where our products or raw materials are made, manufactured, distributed or

sold, have in the past and could continue to result in higher compliance costs, capital expenditures and higher production costs, resulting

in adverse effects on our business.

For example, increasing governmental and societal attention to environmental, social and governance

matters has resulted and could continue to result in new laws or regulatory requirements, including expanded disclosure requirements

that are expected to continue to expand the nature, scope and complexity of matters on which we are required to report.

the entry into new markets or categories has resulted in and could continue to result in our business being subject to additional regulations

resulting in higher compliance costs.

If one jurisdiction imposes or proposes to impose new laws or regulations that impact the manufacture,

distribution or sale of our products, other jurisdictions may follow.

Failure to comply with such laws or regulations (or allegations

thereof) can subject us to criminal or civil investigations or enforcement actions, including voluntary and involuntary document requests,

fines, injunctions, product recalls, penalties, disgorgement of profits or activity restrictions, all of which can adversely affect our

liabilities and costs from litigation, claims, legal or regulatory proceedings, inquiries or investigations inherent in our business

can have an adverse impact on our business.

have been party to a variety of litigation, claims, legal or regulatory proceedings, inquiries and investigations, including but not

limited to disputes with our contractors, matters related to our ingredients, personal injury and employment, matters.

These matters

are uncertain and there is no guarantee that we will be successful in defending ourselves or that our assessment of the materiality of

these matters and the likely outcome or potential losses and established reserves will be consistent with the ultimate outcome of such

Responding to these matters, even those that are ultimately non-meritorious, requires us to incur significant expense and devote

significant resources, and may generate adverse publicity that damages our reputation or brand image.

Any of the foregoing can adversely

affect our business.

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

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.

If, 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.

Environmental

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.

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.

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

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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.

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;

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:

supply 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.

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.

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.

change and legal or regulatory responses thereto may have a long-term adverse impact on our business and results of operations.

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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.

and cause a further deterioration of water quality in affected regions, which could limit water availability for our independent cop-packers.

Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt our supply chain or

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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.

commenced September 1, 2018, and continues in effect for a period of 5.5 years.

There is an increased focus in many jurisdictions in which

our products are manufactured, distributed or sold regarding environmental policies relating to climate change, biodiversity loss, regulating

greenhouse gas emissions and energy policies and sustainability.

This increased focus may result in new or increased legal and regulatory

requirements, such as potential carbon pricing programs or revised product labeling requirements or other regulatory measures, which

could, result in significant increased costs.

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.

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