What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2018-06-29 compared with 2017-07-14 · 112 added, 74 removed, 221 unchanged (46% of the section changed)

4 unchanged sentences

under the trading symbol WTER.

Trading in stocks quoted on the OTCQB is often

thin and is characterized by wide fluctuations in trading prices due to many

factors that may be unrelated or have little to do with a companys operations

or business prospects.

Our common stock has also been listed on the

TSX Venture Exchange in Canada under the same trading symbol WTER since April

Trading in stocks quoted on the OTCQB or listed on the TSX Venture

Exchange is often thin and is characterized by wide fluctuations in trading

prices due to many factors that may be unrelated or have little to do with a

companys operations or business prospects.

Set forth below are the range of high and low bid quotations

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June 30, 2016

On July 13, 2017, the closing price of our common stock as

reported by the OTCQB was $1.29 per share.

Transfer Agent

On June 28, 2018, the closing price of our common stock as

reported by the OTCQB was $2.106 per share and the closing price of our

common stock as reported by the TSX Venture Exchange was CDN$2.92.

Transfer Agents

Our shares of common stock are issued in registered form.

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located at 15500 Roosevelt Boulevard, Suite 301, Clearwater, Florida 33760.

co-transfer agent for our common stock is TSX Trust Company, located at 650 West

Georgia Street, Suite 2700, Vancouver, British Columbia V6B 4N9, Canada

Holders of Common Stock

As of July 13, 2017, there were approximately 175 holders of

As of June 28, 2018, there were approximately 63 holders of

record of our common stock.

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Number of securities

available for

future issuance under equity

compensation plans

(excluding securities

reflected in column (a))

compensation plans

available for future

issuance under equity

compensation plans

not approved by

security holders

Effective October 7, 2013, our board of directors adopted and

approved the 2013 Equity Incentive Plan.

The plan was approved by a majority of

our stockholders on October 7, 2013.

On October 31, 2014, our board of directors

amended the 2013 Equity Incentive Plan to, among other things, increase the

number of shares of stock of our company available for the grant of awards under

the plan from 20,000,000 shares to 35,000,000 shares.

The purpose of the plan is

to (a) enable our company and any of our affiliates to attract and retain the

types of employees, consultants and directors who will contribute to our

companys long range success;

(b) provide incentives that align the interests of

employees, consultants and directors with those of the stockholders of our

(excluding securities reflected

in column (a))

Equity compensation plans approved by security holders

(2013 Equity Incentive Plan) (1)(2)

Equity compensation plans not approved by security holders

(2018 Stock Option Plan) (3)

Effective October 7, 2013, our board of directors adopted

and approved our 2013 equity incentive plan.

The plan was approved by a

majority of our stockholders on October 7, 2013.

On October 31, 2014, our

board of directors amended our 2013 equity incentive plan to, among other

things, increase the number of shares of stock of our company available

for the grant of awards under the plan from 20,000,000 shares to

35,000,000 shares.

The purpose of the plan is to (a) enable our company

and any of our affiliates to attract and retain the types of employees,

consultants and directors who will contribute to our companys long range

(b) provide incentives that align the interests of employees,

consultants and directors with those of the stockholders of our company;

and (c) promote the success of our companys business.

Effective as of

December 30, 2015, we effected a 50-for-1 reverse stock split of our authorized

and issued and outstanding shares of common stock which decreased the number of

shares of stock of our company available for the grant of awards under the plan

from 35,000,000 shares to 700,000 shares.

Effective as of January 20, 2016, our

board of directors amended the plan to increase the number of shares of stock of

our company available for the grant of awards under the plan from 700,000 to

The plan enables us to grant awards of a maximum of 7,700,000 shares

of our stock and awards that may be granted under the plan includes incentive

stock options, non-qualified stock options, stock appreciation rights,

December 30, 2015, we effected a 50-for-1 reverse stock split of our

authorized and issued and outstanding shares of common stock which

decreased the number of shares of stock of our company available for the

grant of awards under the plan from 35,000,000 shares to 700,000 shares.

Effective as of January 20, 2016, our board of directors amended the plan

to increase the number of shares of stock of our company available for the

grant of awards under the plan from 700,000 to 7,700,000.

The plan enabled

us to grant awards of a maximum of 7,700,000 shares of our stock and

awards that may be granted under the plan included incentive stock

options, non-qualified stock options, stock appreciation rights,

restricted awards and performance compensation awards.

Our 2013 equity incentive plan has been suspended in

connection with our application to list our common stock on the TSX

Venture Exchange, but the suspension does not affect any awards, including

any stock options, already granted under the plan.

On April 25, 2018, our board of directors adopted the

2018 Stock Option Plan, pursuant to which we may grant stock options to

acquire up to a total of 5,171,612 shares of our common stock, including

any other shares of our common stock which may be issued pursuant to any

other stock options granted by our company outside the plan.

the plan in connection with our application to list our common stock on

the TSX Venture Exchange.

The purpose of the plan is to retain the

services of valued key employees and consultants of our company and such

other persons as our board of directors selects, and to encourage such

persons to acquire a greater proprietary interest in our company, thereby

strengthening their incentive to achieve the objectives of our

stockholders, and to serve as an aid and inducement in the hiring of new

employees and to provide an equity incentive to consultants and other

persons selected by our board of directors.

Recent Sales of Unregistered Securities

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on Form 10-Q or in a current report on Form 8-K.

Purchases of Equity Securities by the Issuer and Affiliated

SELECTED FINANCIAL DATA

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elsewhere in this annual report on Form 10-K.

We offer retail consumers bottled alkaline water in 500ml,

700ml, 1-liter, 3-liter and 1-gallon sizes under the trade name

Alkaline88 ® .

Our product is produced through an electrolysis process

that uses specialized electronic cells coated with a variety of rare earth

minerals to produce our 8.8 pH drinking water without the use of any chemicals.

Our product also incorporates 84 trace Himalayan salts.

We offer retail consumers bottled alkaline water in 1-gallon,

3-liter, 1.5 -liter, 1-liter, 700-milliliter and 500-milliliter sizes under the

trade name Alkaline88 ® .

Our product is produced through an

electrolysis process that uses specialized electronic cells coated with a

variety of rare earth minerals to produce our 8.8 pH drinking water without the

use of any chemicals.

Our product also incorporates 84 trace minerals from

Himalayan salts.

Going Concern

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as a going concern.

Our financial statements do not include any adjustments that

might result from the outcome of this uncertainty.

Our financial statements do not include any

adjustments that might result from the outcome of this uncertainty.

We will need to raise additional funds to finance continuing

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We had revenue from sales of our product for the year ended

March 31, 2017 of $12,763,630 as compared to $7,088,806 for the year ended March

31, 2016, an increase of 80%, generated by sales of our alkaline water.

increase in sales is due to the expanded distribution of our products to

March 31, 2018 of $19,812,199 as compared to $12,763,630 for the year ended

March 31, 2017, an increase of 55%, generated by sales of our alkaline water.

The increase in sales is due to the expanded distribution of our products to

additional retailers throughout the country.

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Some examples of retail

clients are, Food Lion, Albertsons, Safeway, Kroger, Schnucks, Smart &

Walmart, Food Lion, Albertsons, Safeway, Kroger, Schnucks, Smart

& Final, Jewel-Osco, Sprouts, Bashas, Stater Bros.

Markets, Unified Grocers,

Bristol Farms, Vallarta, Superior Foods, Ingles, HEB and Brookshires.

Markets, Unified

Grocers, Bristol Farms, Vallarta, Superior Foods, Ingles, HEB and Brookshires.

Cost of goods sold is comprised of production costs, shipping

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$7,350,394, or 57.6% of net sales, for the year ended March 31, 2017.

decrease in cost of goods sold as a percentage of net sales compared to the same

period last year was due to reduced raw material cost through greater volume

purchases from our suppliers.

Our operating expenses for the year ended March 31, 2017 and

for the year ended March 31, 2016 are as follows:

increase in cost of goods sold as a percentage of net sales compared to the same

period last year was due to increased raw material cost and associated freight

as a result of our east coast expansion.

Our operating expenses for the years ended March 31, 2018 and

March 31, 2017 are as follows:

March 31, 2018

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sales and marketing expenses and $6,425,069 of general and administrative

expenses, consisting primarily of $1,111,196 of wages and related expenses,

$1,107,577 of professional fees and 379,125 in stock compensation expense.

stock compensation expense was incurred as a part of our issuance of

certain stock options and stock grants to employees and key consultants to

develop our business.

expenses, consisting primarily of $1,255,183 of professional fees and $3,385,340

in stock compensation expense.

Our stock compensation expense was incurred as a

part of our issuance of certain stock options and stock grants to employees,

board members, and key consultants to develop our business.

For the year ended March 31, 2017, the total included

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financing of $2,592,015 and $1,436,083, accrued expenses of $819,011 and

notes payable of $-0- and $324,368, current portion of capital leases of

$190,207 and $243,623 and $3,407.

$455,916, and current portion of capital leases of $-0- and $190,207,

respectively.

Our cash flows for the years ended March 31, 2018 and March 31,

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financing activities

Net decrease in cash and cash equivalents

Net (decrease) increase in cash and cash

Operating Activities

2 unchanged sentences

activities for the year ended March 31, 2017.

The increase in net cash used was

primarily due to the change in cash used for accounts receivable of ($1,179,814)

for the year ended March 31, 2018 compared to ($507,891) for the year ended

March 31, 2017.

Investing Activities

2 unchanged sentences

the year ended March 31, 2017.

The net cash used by investing activities was

from purchase of production equipment.

The increase net cash used by investing

activities was from increased purchases of production equipment.

Financing Activities

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March 31, 2017.

The decrease of net cash provided by financing activities was

mainly attributable to a reduced amount of sales of our common stock.

The increase of net cash provided by financing activities was

mainly attributable to an exercise of warrants of $1,950,000 in the year ended

March 31, 2018 compared to $300,000 in the year ended March 31, 2017.

Subsequent Financing Activities

In June 2017, we borrowed $500,000 from Turnstone Capital Inc.

under the loan facility agreement dated September 20, 2016.

On May 25 and 30, 2018, we completed private placements of an

aggregate of 5,131,665 units of our securities at a price of $0.75 per unit for

aggregate gross proceeds of $3,848,748.75.

Each unit consisted of one share of

our common stock and one-half of one share purchase warrant, with each whole

share purchase warrant entitling the holder to acquire one additional share of

our common stock at a price of $0.90 per share for a period of two years.

Cash Requirements

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity