What changed in this filing

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Item 9A. Controls and Procedures

2019-07-01 compared with 2018-06-29 · 579 added, 481 removed, 749 unchanged (59% of the section changed)

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management concluded that as of the end of the period covered by this annual

report on Form 10-K, our disclosure controls and procedures were effective.

report on Form 10-K, our disclosure controls and procedures were not

Internal Control over Financial Reporting

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reporting was based on the framework in Internal ControlIntegrated Framework,

issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, our management concluded that our internal control

over financial reporting was effective as of March 31, 2018 and that there were

no material weaknesses in our internal control over financial reporting.

A material weakness is a deficiency or a combination of control

issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

Based on this evaluation, our management concluded that our internal control over financial reporting

was not effective as of March 31, 2019 and that there were material weaknesses

in our internal control over financial reporting.

A material weakness is a deficiency, or a combination of

deficiencies, in internal control over financial reporting, such that there is a

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financial statements will not be prevented or detected on a timely basis.

management identified the following material weaknesses:

We did not document our risk assessment accounting processes and

procedures in a timely manner.

We did not retain evidence of the internal controls

established to document the approval and reconciliation of our sales and

inventory processes.

We lacked adequate oversight related to the development

and performance of internal control over financial reporting.

limited number of personnel in our company, there were inherent

limitations to segregation of duties amongst personnel to perform adequate

To address these material weaknesses, management performed

additional analyses and other procedures to ensure that the financial statements

included herein fairly present, in all material respects, our financial

position, results of operations and cash flows for the periods presented.

Accordingly, we believe that the financial statements included in this report

fairly present, in all material respects, our financial condition, results of

operations and cash flows for the periods presented

In response to the material weaknesses discussed above, we have

hired Ronald DaVella in April 2019 as our Executive Vice-President of Finance.

DaVella brings to our company over thirty years of experience as an audit

partner with the Big 4 accounting firm of Deloitte, and serves as the audit

committee chair of another NASDAQ listed company based in Arizona.

will be leading the effort to strengthen and improve our internal controls and

associated processes in fiscal year 2020 and beyond.

In addition we have engaged

a third party to document our controls, to develop and implement a comprehensive

control framework, and to train our employees on the related control execution and evidence.

We also are working on implementing a new integrated ERP system.

We will continue to monitor and evaluate the effectiveness of

our internal control over financial reporting on an ongoing basis and are

committed to taking further action and implementing additional improvements as

Limitations on Effectiveness of Controls

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by collusion of two or more people, or by management override of the controls.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there

can be no assurance that any design will succeed in achieving its stated goals

under all potential future conditions;

over time, controls may become inadequate

because of changes in conditions, or the degree of compliance with the policies

or procedures may deteriorate.

Because of the inherent limitations in a cost-

effective control system, misstatements due to error or fraud may occur and not

Changes in Internal Control over Financial Reporting

The design of any system of controls also is based in part upon certain

assumptions about the likelihood of future events, and there can be no assurance

that any design will succeed in achieving its stated goals under all potential

future conditions;

over time, controls may become inadequate because of changes

in conditions, or the degree of compliance with the policies or procedures may

Because of the inherent limitations in a cost- effective control

system, misstatements due to error or fraud may occur and not be detected.

Prager Metis CPAs, LLC, an independent registered public

accounting firm, has provided an attestation report on our internal control over

financial reporting as of March 31, 2019 (which includes a disclaimer), is included herein.

Changes in Internal Control over Financial

There were no changes in our internal control over financial

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OTHER INFORMATION

On December 31, 2017, we exercised our purchase option to

purchase four alkaline generating electrolysis system machines leased under the

master lease agreement entered into on October 22, 2014, as amended on February

25, 2015 with Veterans Capital Fund, LLC for a total of $160,000.

price bears interest of 12% per annum and is payable in eleven equal monthly

installments of $14,934.00 each and one final installment of $4,040.41, with the

first installment due on February 1, 2018 and on the remaining eleven

installments due on the first of each month thereafter with the final

installment due and payable on January 1, 2019.

On June 27, 2019, we entered into an amendment to the credit and security agreement with CNH Finance Fund I, L.P.

(formerly known as SCM Specialty Finance Opportunities Fund, L.P.), pursuant to which the credit and security agreement was amended to extend the expiration date to July 1, 2021, to increase the loan commitment amount to $5 million from $4 million and to change the termination fee to 1% from 2%.

All other terms and conditions of the credit and security agreement remains the same.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE

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Date First Elected or Appointed

Richard Wright

President, Chief Executive Officer,

Vice-President, Chief Operating Officer, and Director

David Guarino

Chief Financial Officer, Secretary, Treasurer

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September 8, 2016

September 14, 2018

Ronald DaVella

Executive Vice President of Finance

Business Experience

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principal business of the organization by which they were employed:

Richard Wright

Wright is a Certified Public Accountant.

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28, 2016, our board of directors appointed Mr.

Wright as chief operating officer

of our company.

Wright as chief operating officer of

On April 7, 2017, our board of directors appointed Mr.

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his education and business experiences described above.

David Guarino

On April 28, 2017, Mr.

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OrganiGram Holdings Inc., an industrial company specializing in the production

of condition specific medical marihuana under license from Health Canada listed

of condition specific medical marijuana under license from Health Canada listed

on the TSXV, from September 14, 2010 until July 17, 2014.

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his business experiences described above.

Sudano is Managing Partner of Beverage Marketing

Corporation and BMC Strategic Associates.

Sudano has been Managing Partner

of Beverage Marketing Corporation since July 2008 and Managing Director of

Beverage Marketing Corporation from September 2000 to July 2008.

experience covers nearly the entire beverage industry, from energy drinks to

wine, with special expertise in beverage alcohol by virtue of varied industry

experience and broad range of projects.

Sudano manages several major

clients, providing on-going strategic and market advice, while leading projects

in strategic planning, market entry analysis and planning, sales/distribution,

business modeling, brand repositioning and international opportunity assessment.

From 1997 to 2000, Mr.

Sudano was with Constellation Brands, a

leading US beverage alcohol company, where he held the position of VP Business

Processes responsible for creating a corporate operations and consulting

function to service Constellation's wine, spirits and beer businesses.

this role, Mr.

Sudano lead the due diligence and transition efforts for entering

the premium wine business and provided corporate oversight for the integration

and transition of the Black Velvet distillery and brands.

Other activities

included oversight of business risk management and covering issues such as

promotional effectiveness to performance metrics.

Sudano received an MBA from Rutgers Graduate School of

Management, a magna cum laude and honors graduate from Delaware Valley College

receiving a BS and a New Jersey CPA.

We believe that Mr.

Sudano is qualified to serve on our board

of directors because of his knowledge of our current operations in addition to

his education and business experiences described above.

Ronald DaVella

On May 1, 2019, we appointed Ronald DaVella as our Executive

Vice President of Finance.

DaVella has served as a board director and

Chairman of the audit committee of the Joint Corp., a public franchisor and

operator of over 450 chiropractic clinics, since Joint Corp.s initial public

offering in November 2014.

DaVella formerly served as Chief Financial

Officer for NanoFlex Power Corporation, a public company that was

commercializing two disruptive solar technologies from May 2017 to March 2019.

He also formerly served as the Chief Financial Officer for Amazing Lash Studio

Franchise LLC from March 2016 to May 2017, a franchisor of eyelash extension

service studios with over 200 operating locations in the United States.

August 2015 to February 2019, Mr.

DaVella was also a franchise owner with

Amazing Lash Studio LLC.

DaVella was an audit partner with Deloitte &

Touche LLP from June 1989 to July 2014.

Family Relationships

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order, not subsequently reversed, suspended or vacated, of any self-

regulatory organization (as defined in Section 3(a)(26) of the

Securities Exchange Act of 1934), any registered

entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any

equivalent exchange, association, entity or organization that has disciplinary

authority over its members or persons associated with a member.

regulatory organization (as defined in Section 3(a)(26) of the Securities

Exchange Act of 1934), any registered entity (as defined in Section

1(a)(29) of the Commodity Exchange Act), or any equivalent exchange,

association, entity or organization that has disciplinary authority over

its members or persons associated with a member.

Section 16(a) Beneficial Ownership Reporting Compliance

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Failure to File

Richard Wright

David Guarino

Code of Ethics

We have not adopted a code of ethics because our board of

directors believes that our small size does not merit the expense of preparing,

adopting and administering a code of ethics.

Our board of directors intends to

adopt a code of ethics when circumstances warrant.

On September 4, 2018, our board of directors adopted a code of

ethics and business conduct for directors, senior officers and employees of our

We adopted the code of ethics and business conduct for the purpose of

honest and ethical conduct, including the ethical handling of actual or

apparent conflicts of interest;

full, fair, accurate, timely and understandable disclosure in all reports

and documents that we file with, or submits to, the Securities and Exchange

Commission and in other public communications made by our company;

compliance with applicable governmental laws, rules and regulations;

the protection of our assets, including corporate opportunities and

confidential information;

fair dealing practices;

the prompt internal reporting of violations of the code of ethics and

business conduct;

accountability for adherence to the code of ethics and business conduct.

Committees of Board of Directors

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The audit committee currently consists of three directors,

Aaron Keay, Bruce Leitch and David A.

Our audit committee assists our

board of directors in fulfilling its financial oversight responsibilities by

reviewing the financial reports and other financial information provided by our

company to regulatory authorities and stockholders, our systems of internal

controls regarding finance and accounting and our auditing, accounting and

financial reporting processes.

Our audit committees primary duties and

responsibilities are to:

serve as an independent and objective party to monitor

our financial reporting and internal control system and review our financial

oversee our accounting and financial reporting processes and the

preparation and auditing of our financial statements;

review and appraise the

performance of our external auditor;

and provide an open avenue of communication

among our auditor, financial and senior management and our board of directors.

Aaron Keay, Bruce Leitch and Brian Sudano.

Our audit committee assists our board

of directors in fulfilling its financial oversight responsibilities by reviewing

the financial reports and other financial information provided by our company to

regulatory authorities and stockholders, our systems of internal controls

regarding finance and accounting and our auditing, accounting and financial

reporting processes.

Our audit committees primary duties and responsibilities

serve as an independent and objective party to monitor our financial

reporting and internal control system and review our financial statements;

oversee our accounting and financial reporting processes and the preparation and

auditing of our financial statements;

review and appraise the performance of our

external auditor;

and provide an open avenue of communication among our auditor,

financial and senior management and our board of directors.

Audit Committee Financial Expert

Our board of directors has determined that each of Richard A.

Wright and David A.

Guarino, both directors of our company, qualifies as an

audit committee financial expert as defined in Item 407(d)(5)(ii) of

Regulation S-K, but Mr.

Wright and Mr.

Guarino are not independent as the term

is used by NASDAQ Marketplace Rule 5605(a)(2).

We believe that retaining an

independent director who would qualify as an audit committee financial expert

would be overly costly and burdensome and is not warranted in our circumstances

given the early stages of our development.

Nominating and Compensation Committees

We do not presently have a separately constituted compensation

committee, or nominating committee.

Our board of directors does not believe that

it is necessary to have such committees because it believes that the functions

of such committees can be adequately performed by our board of directors.

We do not have any defined policy or procedure requirements for

our stockholders to submit recommendations or nominations for directors.

not currently have any specific or minimum criteria for the election of nominees

to our board of directors and we do not have any specific process or procedure

for evaluating such nominees.

Our board of directors assesses all candidates,

whether submitted by management or stockholders, and makes recommendations for

election or appointment.

A stockholder who wishes to communicate with our board of

directors may do so by directing a written request to the address appearing on

the first page of this annual report.

Our board of directors has determined that Bruce Leitch, an

independent director of our company, qualifies as an audit committee financial

expert as defined in Item 407(d)(5)(ii) of Regulation S-K.

Nomination of Directors

On September 4, 2018, our board of directors adopted the board

director nomination process.

Our board of directors has determined that it is in

our best interests to have director nominees recommended for the boards

selection by a majority of our independent directors in a vote in which only

independent directors participate and to have the full board participate in the

consideration of the board of directors nominees.

In general, when our board of directors determines that

expansion of the board or replacement of a director is necessary or appropriate,

our independent directors will be responsible for identifying one or more

candidates to fill such directorship, investigating each candidate, evaluating

his/her suitability for service on our board of directors and recommending for

selection suitable candidates for nomination to our board of directors.

independent directors may engage outside search firms to identify suitable

Stockholders desiring to suggest a candidate for consideration

must do so in accordance with our bylaws and applicable securities laws, and

should send a letter to our Chief Financial Officer at our principal office

located at 14646 N.

Kierland Blvd., Suite 255, Scottsdale, Arizona 85254, U.S.A.

Candidates recommended by our stockholders will be considered in the same manner

as other candidates.

Compensation Committee

Our board of directors has a compensation committee comprised

of Aaron Keay and Bruce Leitch.

Our compensation committee has the following

authority and responsibilities:

to review and approve annually the corporate goals and objectives

applicable to the compensation of the chief executive officer (CEO),

evaluate at least annually the CEOs performance in light of those goals and

objectives, and determine and approve the CEOs compensation level based on

this evaluation;

to review and make recommendations to the board regarding the compensation

of all other executive officers;

to review and make recommendations to the board regarding incentive

compensation plans and equity-based plans, and where appropriate or required,

recommend for approval of such plans by the stockholders of our company;

to review and discuss with management our compensation discussion and

analysis (CD&A) and the related executive compensation information,

recommend that the CD&A and related executive compensation information be

included in our annual report on Form 10-K and proxy statement, and produce

the compensation committee report on executive officer compensation

required to be included in our proxy statement or annual report on Form 10-K;

to review and make recommendations to the board regarding any employment

agreements and any severance arrangements or plans, including any benefits to

be provided in connection with a change in control, for the CEO and other

executive officers, which includes the ability to adopt, amend and terminate

such agreements, arrangements or plans;

to determine stock ownership guidelines for the CEO and other executive

officers and monitor compliance with such guidelines;

to review and make recommendations to the board regarding all employee

benefit plans for our company, which includes the ability to adopt, amend and

terminate such plans;

to review our incentive compensation arrangements to determine whether they

encourage excessive risk-taking, to review and discuss at least annually the

relationship between risk management policies and practices and compensation,

and to evaluate compensation policies and practices that could mitigate any

to review and recommend to the board for approval the frequency with which

our company will conduct say on pay votes, taking into account the results of

the most recent stockholder advisory vote on frequency of say on pay votes

required by Section 14A of the Securities Exchange Act of 1934, and review and

approve the proposals regarding the say on pay vote and the frequency of the

say on pay vote to be included in our proxy statement;

to review all director compensation and benefits for service on the board

and any committees of the board at least once a year and to recommend any

changes to the board as necessary.

EXECUTIVE COMPENSATION

Summary Compensation

The particulars of compensation paid to the following persons:

The particulars of compensation paid to the following

all individuals serving as our principal executive

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Summary Compensation Table Years ended March 31, 2019

President, Chief

Officer, Vice- President, Chief

Operating Officer, Director and

Secretary and

Richard Wright

President, Chief Executive

Officer, Vice-President, Chief Operating Officer,

Director and Former Secretary and

Treasurer (1)

David Guarino

Chief Financial Officer,

Secretary, Treasurer and

Former President,

Executive Officer and

Effective as of May 31, 2013, Mr.

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a consultant to our company.

On April 7, 2017, our company removed Mr.

Nickolas as the

president and chief executive officer of our company.

On October 6, 2017,

Nickolas resigned as a director of our company.

Reflects the grant date fair value computed in accordance

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the Series D Preferred Stock will be convertible as may be agreed by our

company and the holder in writing from time to

company and the holder in writing from time to time.

Reflects the grant date fair value computed in accordance

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1,000,000 shares of Series D Preferred Stock (valued at

Employment Agreement with Richard A.

Employment Agreement with Richard Wright

On March 30, 2016, we entered into an employment agreement

dated effective March 1, 2016 with Richard A.

Wright, our vice-president,

dated effective March 1, 2016 with Richard Wright, our vice-president,

secretary, treasurer and director, pursuant to which Mr.

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Guarino, who was appointed as the chief financial

officer, secretary, treasurer and a director of our company on the same date.

These shares are restricted from transfer for a period of two years.

Employment Agreement with Steven P.

On March 30, 2016, we entered into an employment agreement

dated effective March 1, 2016 with Steven P.

Nickolas, our former president and

chief executive officer and a former director of our company, pursuant to which

Nickolas agreed to perform such duties as are regularly and customarily

performed by the president and chief executive officer of a corporation, and any

other duties consistent with Mr.

Nickolass position in our company.

the terms of the employment agreement, we agreed to (i) pay Mr.

Nickolas $15,000

per month or such other amount as may be determined by our board of directors

from time to time;

and (ii) issue to Mr.

Nickolas 1,500,000 shares of our Series

C Preferred Stock (issued effective as of March 31, 2016).

We also agreed that

each of the following events constitute a Negotiated Trigger Event as defined

in the Certificate of Designation for the Series C Preferred Stock:

occurrence of a change of control event;

(ii) the death of Mr.

(iii) the termination of the employment agreement for any reason.

In addition, we agreed to (i) provide Mr.

Nickolas with vehicle

leased in our companys name, with lease payments not exceeding $700/month or

such other amount as may be determined by our board of directors;

Nickolas an allowance of $5,000 per month or such other amount as may be

determined by our board of directors, which may be used by Mr.

Nickolas as he

sees fit, including without limitation, the funding of non-qualified retirement

(iii) reimburse Mr.

Nickolas for any expenses that he incurs in

connection with his duties under his employment agreement.

On November 18, 2016, our company provided notice to Mr.

Nickolas of our board of directors finding that there is just cause for

termination of Mr.

Nickolass employment and of our companys intent to

terminate the employment of Mr.

Nickolas for just cause pursuant to the

provision of the employment agreement with Mr.

Nickolas dated March 1, 2016.

Under the employment agreement, Mr.

Nickolas had 30 days to cure the failures

and breaches creating just cause for termination.

Nickolas failed to cure

such failure and breaches and, on April 7, 2017, our company terminated the

employment of Mr.

Nickolas for cause.

In addition, our company removed Mr.

Nickolas as the president and chief executive officer of our company.

Nickolas resigned as a director of our company.

On October 31, 2017, our company and its subsidiaries entered

into a Settlement Agreement and Mutual Release of Claims with Steven P.

Nickolas, the Nickolas Family Trust, Water Engineering Solutions, LLC and

Enhanced Beverages, LLC, companies and trust that are controlled or owned by Mr.

Nickolas, and McDowell 78, LLC and Wright Investments Group, LLC, a company

controlled or owned by Richard A.

The Settlement Agreement and Mutual

Release of Claims provides that Mr.

Nickolas acknowledged and agreed that the

employment agreement between Mr.

Nickolas and our company was terminated as of

April 7, 2017 and no further amounts are owed to Mr.

Nickolas under the

employment agreement and we agreed to waive restrictive covenants set out in the

employment agreement.

Grant of Series C Convertible Preferred Stock

On March 30, 2016, we designated 3,000,000 shares of the

authorized and unissued preferred stock of our company as Series C Preferred

officer, secretary, treasurer and a director of our company on the same

Grant of Series D Convertible Preferred Stock

On May 3, 2017, we designated 3,000,000 shares of the

authorized and unissued preferred stock of our company as Series D Preferred

Stock by filing a Certificate of Designation with the Secretary of State of the

State of Nevada.

Each share of the Series C Preferred Stock will be convertible,

2, 2017, we increased the number of authorized shares of Series

D Preferred Stock in our company to 5,000,000 shares by filing an Amendment to

the foregoing Certificate of Designation with the Secretary of State of the

State of Nevada.

Each share of the Series D Preferred Stock will be convertible,

without the payment of any additional consideration by the holder and at the

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period, ending on the last day of any quarterly period of our fiscal year;

(ii) a Negotiated Trigger Event, defined as an event upon which the Series C

(ii) a Negotiated Trigger Event, defined as an event upon which the Series D

Preferred Stock will be convertible as may be agreed by our company and the

holder in writing from time to time.

Effective March 31, 2016, we issued a total of 3,000,000 shares

of our Series C Preferred Stock (1,500,000 shares to each) to Steven P.

Nickolas, a former director and executive officer of our company, and Richard A.

Wright, a director and executive officer of our company, pursuant to their

employment agreements dated effective March 1, 2016.

On August 17, 2017, we issued 1,500,000 shares of our common

stock to Steven P.

Nickolas upon conversion of 1,500,000 shares of our Series C

Preferred Stock held by Mr.

The shares of our Series C Preferred Stock

became convertible into shares of our common stock without the payment of any

additional consideration by Mr.

Nickolas and at the option of Mr.

because the termination of the employment agreement between our company and Mr.

Nickolas was an event constituting a Negotiated Trigger Event as defined in

the Certificate of Designation for our Series C Preferred Stock.

Grant of Series D Convertible Preferred Stock

On May 3, 2017, we designated 3,000,000 shares of the

authorized and unissued preferred stock of our company as Series D Preferred

Stock by filing a Certificate of Designation with the Secretary of State of the

State of Nevada.

On November 2, 2017, we increased the number of authorized

shares of Series D Preferred Stock in our company to 5,000,000 shares by filing

an Amendment to the foregoing Certificate of Designation with the Secretary of

State of the State of Nevada.

Each share of the Series D Preferred Stock will be

convertible, without the payment of any additional consideration by the holder

and at the option of the holder, into one fully paid and non-assessable share of

our common stock at any time after (i) we achieve the consolidated revenue of

our company and all of its subsidiaries equal to or greater than $40,000,000 in

any 12 month period, ending on the last day of any quarterly period of our

or (ii) a Negotiated Trigger Event, defined as an event upon which

the Series D Preferred Stock will be convertible as may be agreed by our company

and the holder in writing from time to time.

Effective May 3, 2017, we issued 1,000,000 shares of our Series

D Preferred Stock to Richard A.

Wright and 1,000,000 shares of our Series D

D Preferred Stock to Richard Wright and 1,000,000 shares of our Series D

Preferred Stock to Mr.

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36 months salary plus an amount, if any, equal to the following:

one months salary

multiplied by the number of calendar years, starting on the effective date of

the employment agreement, that Mr.

Wright is employed by our company under his

employment agreement.

months salary multiplied by the number of calendar years, starting on the

effective date of the employment agreement, that Mr.

Wright is employed by our

company under his employment agreement.

We may terminate Mr.

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certain information concerning the outstanding equity awards as of March 31,

Option awards

Option awar ds

Stock awa rds

unexercisable

Richard Wright

Compensation of Directors

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out in the following director compensation table:

100,712 (1)(3)

28,775 (2)(3)

Effective April 28, 2017, we granted 350,000 stock

options to Aaron Keay, a director of our company.

These stock options are

exercisable at the exercise price of $1.29 per share for a period of ten

years from the date of grant and vest as follows:

(i) 87,500 upon the date

and (ii) 87,500 on each anniversary date of grant.

Effective April 28, 2017, we granted 100,000 stock

options to Bruce Leitch, a director of our company.

These stock options

are exercisable at the exercise price of $1.29 per share for a period of

ten years from the date of grant and vest as follows:

(i) 25,000 upon the

date of grant;

and (ii) 25,000 on each anniversary date of

Reflects the grant date fair value computed in accordance

with FASB ASC Topic 718.

Brian Sudano (1)

Brian Sudano was elected as a director of our company on

September 14, 2018.

We have no formal plan for compensating our directors for their

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stockholder known by us to be the beneficial owner of more than 5% of any class

of our voting securities and by each of our current directors, our named

executive officers(as defined in the Executive Compensation section above) and

by our current executive officers and directors as a group.

of our voting securities and by each of our directors, our executive officers

and by our executive officers and directors as a group.

Name of Beneficial Owner

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Percentage of

14301 North 87 St.,

Scottsdale, AZ 85260

Richard Wright

Preferred Stock (3)

All executive officers and directors as

a group (4 persons)

Preferred Stock (4)

David Guarino

Preferred Stock (4)

Ronald DaVella

All executive officers and

directors as a group (6 persons)

* Less than 1%.

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or (ii) a Negotiated

Trigger Event, defined as an event upon which the Series C Preferred Stock will

be convertible as may be agreed by our company and the holder in writing

from time to time.

Trigger Event, defined as an event upon which the Series C Preferred Stock

will be convertible as may be agreed by our company and the holder in

writing from time to time.

Each share of the Series D Preferred Stock will be

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Consists of 75,000 stock options exercisable within 60

This number is an estimated number based on information

currently available to our company.

Changes in Control

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parents, children, siblings and in- laws) of any of the foregoing

Under the terms of the exclusive manufacturing agreement

entered into on April 15, 2013 between our company and Water Engineering

Solutions LLC, an entity that is controlled and majority owned by Steven P.

Nickolas, a stockholder who beneficially owns, directly or indirectly, more than

5% of a class of our voting securities and a former officer and director of our

company, and Richard A.

Wright, an officer, director and stockholder of our

company, and during the year ended March 31, 2017, we paid $104,619 to Water

Engineering Solutions LLC for custom engineered equipment used in the production

of our alkaline water.

Grant of Series C Convertible Preferred Stock

On August 17, 2017, we issued 1,500,000 shares of our common

stock to Steven P.

Nickolas, a former stockholder who beneficially owned,

directly or indirectly, more than 5% of a class of our voting securities and a

former officer and director of our company, upon conversion of 1,500,000 shares

of our Series C Preferred Stock held by Mr.

The shares of our Series C

Preferred Stock became convertible into shares of our common stock without the

payment of any additional consideration by Mr.

Nickolas and at the option of Mr.

Nickolas because the termination of the employment agreement between our company

Nickolas was an event constituting a Negotiated Trigger Event as

defined in the Certificate of Designation for our Series C Preferred Stock.

During the year ended March 31, 2018, we paid Steven P.

Nickolas a salary of $3,072.

On October 31, 2017, our company and its subsidiaries entered

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Parties ) and McDowell 78, LLC and Wright Investments Group, LLC, a company

controlled or owned by Richard A.

Wright, (collectively,

Wright/McDowell ).

controlled or owned by Richard Wright, (collectively, Wright/McDowell ).

The Settlement Agreement provides, among other things, the

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In exchange of 700,000 shares of our common stock and

300,000 shares of our Series D Preferred Stock described above, Mr.

Nickolas forfeited his 10,000,000 shares of our Series A Preferred Stock,

to be cancelled for no further consideration;

300,000 shares of our Series D Preferred Stock

described above, Mr.

Nickolas forfeited his 10,000,000 shares of

our Series A Preferred Stock, to be cancelled for no further

consideration;

Upon the full execution of the Settlement Agreement, Mr.

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On November 8, 2017, we entered into an Exchange Agreement and

Mutual Release of Claims (the Exchange Agreement ) with Richard A.

Wright, our president, chief executive officer and director.

Mutual Release of Claims (the Exchange Agreement ) with Richard Wright,

our president, chief executive officer and director.

The Exchange Agreement provides, among other things, the

10 unchanged sentences

The parties also agreed to mutual release of

On November 8, 2017, Richard A.

Wright and Sharon Wright, Mr.

On November 8, 2017, Richard Wright and Sharon Wright, Mr.

Wrights spouse, executed a Stock Option Forfeiture & General Release (the

10 unchanged sentences

On September 14, 2017, Wright Investment Group LLC, an entity

controlled by Richard A.

Wright, our president, chief executive officer and

controlled by Richard Wright, our president, chief executive officer and

director, advanced $200,000 to our company.

5 unchanged sentences

advancements were repaid to Wright Investment Group, LLC on March 2, 2018.

On February 14, 2018, David A.

Guarino, our chief financial

officer, secretary, treasurer and director, entered into a guarantee agreement

with CNH Specialty Finance in order for CNH Specialty Finance to agree to

provide our company a $400,000 temporary order advance under the credit facility

Under the guarantee agreement, Mr.

Guarino personally, absolutely,

and unconditionally, jointly and severally, guaranteed the prompt, complete and

full payment of our obligations to repay the temporary order advance only, under

the credit agreement, with CNH Speciality Finance.

On February 14, 2018 and December 31, 2018, David A.

our chief financial officer, secretary, treasurer and director, entered into two

separate guarantee agreements with CNH Specialty Finance in order for CNH

Specialty Finance to agree to provide our company two separate $400,000

temporary order advance under the credit facility agreement.

Under the guarantee

agreements, Mr.

Guarino personally, absolutely, and unconditionally, jointly and

severally, guaranteed the prompt, complete and full payment of our obligations

to repay each of the temporary order advances only, under the credit agreement,

with CNH Specialty Finance.

On May 25, 2016, we entered into an agreement with BMC

Strategic Associates ( BMCSA ), a division of Beverage Marketing

Corporation, with regard to a possible strategic transaction relationship

involving the Alkaline88 brand and all assets related to such brand.

Sudano, a director nominee, is Managing Partner of Beverage Marketing

Corporation and BMC Strategic Associates.

During the term of the agreement,

BMCSA has the exclusive right to represent our company in the developing a

strategic relationship (defined as any investment, joint venture, etc.

the Alkaline88 brand and all assets related to such brand and a strategic party

who is more than a mere financier).

The agreement provides that if our company

consummates a strategic relationship during the term of the agreement with any

party, licensor, joint venture partner, etc., or within 18 months of the date of

termination of the agreement, then we must pay BMCSA, at closing of such

strategic relationship, a commission based upon the value of the strategic

relationship as follows:

5% for the first $2 million, 4% for next $2 million, 3%

for next $2 million, 2% for next $2 million and 1% of the total amount above $8

million, provided however, in no event will the commission be less than

We agreed to reimburse BMCSA on a monthly basis for all reasonable

out-of-pocket expenses incurred by BMCSA in connection with the performance of

services provided under the agreement.

The agreement continues in force until

terminated by either party in writing upon at least 30 days written notice.

Since April 1, 2017, we paid BMCSA an aggregate of $25,145 in consideration of

the consulting services provided by BMCSA under the agreement.

Effective April 28, 2017, we granted 350,000 stock options to

Aaron Keay, a director of our company.

These stock options are exercisable at

the exercise price of $1.29 per share for a period of ten years from the date of

grant and vest as follows:

(i) 87,500 upon the date of grant;

and (ii) 87,500 on

each anniversary date of grant.

Effective April 28, 2017, we granted 100,000 stock options to

Bruce Leitch, a director of our company.

These stock options are exercisable at

the exercise price of $1.29 per share for a period of ten years from the date of

grant and vest as follows:

(i) 25,000 upon the date of grant;

and (ii) 25,000 on

each anniversary date of grant.

On May 1, 2019, we appointed Ronald DaVella as our Executive

Vice President of Finance.

On April 25, 2019, we entered into an employment

agreement with Ronald DaVella pursuant to which Mr.

DaVella agreed to act as our

Executive Vice President of Finance and to perform such duties as are regularly

and customarily performed by the executive vice president of finance of a

corporation, and any other duties consistent with Mr.

Da Vellas position in our

Pursuant to the terms of the employment agreement we have agreed to:

DaVella $14,000 per month or such other amount as may be determined

by our board of directors from time to time, (ii) pay a monthly car allowance of

$800, and (iii) pay a monthly cell phone allowance of $150.

In addition, we agreed to grant Mr.

DaVella (i) 75,000 shares

of restricted common stock, with 50,000 shares vesting on the six month

anniversary of the effective date of his employment agreement and 25,000 shares

vesting on the one year anniversary of the effective date of his employment

agreement and (ii) 200,000 stock options vesting over three years, with

one-third vesting on each yearly anniversary date of his employment agreement.

In addition, Mr.

DaVella will be entitled to participate in all

of our employee benefit plans provided by our company to our senior officers.

we do not provide such plans at any time, we agreed to reimburse Mr.

the reasonable cost of any such plans obtained privately.

We also agreed to

reimburse Mr.

DaVella for any expenses that he incurs in connection with his

duties under his employment agreement.

DaVella will be entitled in each year

to five weeks paid vacation, in addition to weekends and statutory holidays, to

be taken in installments of no more than three consecutive weeks of paid time

The initial term of the employment agreement is three years

and, on the third anniversary of the effective date of the employment and on

each annual anniversary date thereafter, the term of the employment agreement

will automatically be extended by one additional year unless either party gives 90

days written notice to the other of its intention not to renew the employment

If, within 90 days of the occurrence of a change of control

DaVella resigns from his employment relationship with our company or

our company terminates his employment agreement for any reason other than for

just cause, then we agreed to pay Mr.

DaVella severance in an amount equal to

the following:

5 months salary plus an amount, if any, equal to the following:

one months salary multiplied by the number of calendar years, starting on the

effective date of the employment agreement, that Mr.

DaVella is employed by our

company under his employment agreement.

We may terminate Mr.

DaVellas employment at any time for other

than just cause by delivering to Mr.

DaVella written notice of termination.

such a case, we agreed to pay Mr.

DaVella severance in an amount equal to the

5 months salary plus an amount, if any, equal to the following:

months salary multiplied by the number of calendar years, starting on the

effective date of the employment, that Mr.

DaVella is employed by our company

under his employment agreement.

Subject to applicable employment laws or similar legislation,

we may terminate Mr.

DaVellas employment in the event he has been unable to

perform his duties for a period of eight consecutive months or a cumulative

period of 12 months in any consecutive 24 month period, because of a physical or

mental disability.

DaVellas employment will automatically terminate on his

In the event Mr.

DaVellas employment with our company terminates by

reason of Mr.

DaVellas death or disability, then upon and immediately effective

on the date of termination we agreed to promptly pay and provide Mr.

in the event of Mr.

DaVellas death, Mr.

DaVellas estate);

any unpaid salary

and any outstanding and accrued regular and special vacation pay through the

date of termination;

reimbursement for any unreimbursed expenses incurred

through to the date of termination;

and any outstanding amounts due under any

awards which will be dealt with in accordance with our equity incentive plan and

the award agreement.

In the event Mr.

DaVellas employment is terminated due to

a disability, we agreed to pay to Mr.

DaVella the severance referred to above.

We may terminate Mr.

DaVellas employment for just cause at any

time by delivering to Mr.

DaVella written notice of termination.

DaVellas employment with our company is terminated by our company for

just cause, Mr.

DaVella will not be entitled to any additional payments or

benefits (except as otherwise provided in his employment agreement), other than

for amounts due and owing to Mr.

DaVella by our company as of the date of

termination, except for any awards under our equity incentive plan will be dealt

with in accordance with the plan and award agreement.

Provided that Mr.

DaVella has acted within the scope of his

authority, we agreed to indemnify and save harmless Mr.

DaVella (including his

heirs and legal representatives) against any and all costs, claims and expenses

(including any amounts paid to settle any actions or satisfy any judgments)

he may suffer or incur by reason of any matter or thing which he may in

good faith do or have done or caused to be done as an employee, officer or

director of our company, any of its subsidiaries or of any of their respective

or was reasonably incurred by him in respect of any civil, criminal

or administrative action or proceeding to which he is made a party by reason of

being or having been an employee, officer or director of our company, any of its

subsidiaries or of any of their respective affiliates;

provided that, the

foregoing indemnification will apply only if:

he acted honestly and in good

faith with a view to the best interests of our company, any of its subsidiaries

or any of their respective affiliates;

and in the case of a criminal or

administrative action or proceeding that is enforced by a monetary penalty, he

had reasonable grounds for believing that his conduct was lawful.

DaVella agreed to indemnify and save harmless our company

against, and agree to hold it harmless from, any and all damages, injuries,

claims, demands, actions, liability, costs and expenses (including reasonable

legal fees) incurred or made against our company arising from or connected with

the performance or non-performance of his employment by him or the beach of any

warranty, representation or covenant herein by him, other than claims by him

pursuant to his employment agreement.

If and to the extent we maintain directors and officers

liability insurance for the protection of our executives in connection with acts

and omissions occurring during their employment with our company, we agreed that

Da Vella will be included as an officer and director who is covered by such

policy on a basis no less favorable than made available to other executives of

Compensation for Executive Officers and Directors

For information regarding compensation for our executive

For information regarding compensation for our named executive

officers and directors, see Executive Compensation.

Director Independence

We currently act with four directors consisting of Richard A.

We currently act with five directors consisting of Richard

Wright, David A.

Guarino, Aaron Keay and Bruce Leitch.

Our common stock is

quoted on the OTCQB operated by the OTC Markets Group, which does not impose any

director independence requirements.

Our common stock is also listed on the TSX

Venture Exchange which imposes director independent requirements.

rule 5605(a)(2), a director is not independent if he or she is also an executive

officer or employee of the corporation or was, at any time during the past three

years, employed by the corporation.

Using this definition of independent

director, we have two independent directors, Aaron Keay and Bruce Leitch.

Guarino, Aaron Keay, Bruce Leitch and Brian Sudano.

stock is listed on the Nasdaq Capital Market.

Our common stock is also listed on

the TSX Venture Exchange which imposes director independent requirements.

Nasdaq Marketplace Rule 5605(a)(2), a director is not independent if he or she

is also an executive officer or employee of the corporation or was, at any time

during the past three years, employed by the corporation.

Using this definition

of independent director, we have three independent directors, Aaron Keay, Bruce

Leitch, and Brian Sudano

PRINCIPAL ACCOUNTING FEES AND SERVICES

We were notified that Seale & Beers, CPAs was acquired by

AMC Auditing, LLC.

As a result, effective as of November 18, 2016, Seale&

Beers, CPAs resigned as our independent registered public accounting firm and we

engaged AMC Auditing, LLC as our independent registered public accounting firm.

The change of our independent registered public accounting firm from Seale&

Beers, CPAs to AMC Auditing, LLC was approved by our board of directors.

We have been notified that AMC Auditing, LLC, our former

independent registered public accounting firm, was acquired by Prager Metis

CPAs, LLC, and that all of the employees of AMC Auditing, LLC were joining

Prager Metis CPAs, LLC.

As a result, effective as of April 25, 2019, AMC

resigned as our independent registered public accounting firm.

Concurrent with

such resignation, we engaged Prager Metis CPAs, LLC to serve as our independent

registered public accounting firm effective April 25, 2019.

The change of our

independent registered public accounting firm from AMC Auditing, LLC to Prager

Metis CPAs, LLC was approved by our board of directors.

The following table sets forth the fees billed to our company

for the years ended March 31, 2019 and 2018 for professional services rendered

by Seale & Beers, CPAs and AMC Auditing, LLC:

by AMC Auditing, LLC:

Audit Related Fees

8 unchanged sentences

Our board of directors has considered the nature and amount of

fees billed by Seale & Beers, CPAs and AMC Auditing, LLC and believes that

the provision of services for activities unrelated to the audit is compatible

with maintaining its respective independence.

fees billed by AMC Auditing, LLC and believes that the provision of services for

activities unrelated to the audit is compatible with maintaining its

independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

1 unchanged sentence

Articles of Incorporation and Bylaws

Articles of Incorporation (incorporated by reference from

our Form S-1 Registration Statement, filed on October 28, 2011)

Certificate of Change (incorporated by reference from our

Quarterly Report on Form 10-Q, filed on August 13, 2013)

Articles of Merger (incorporated by reference from our

Quarterly Report on Form 10-Q, filed on August 13, 2013)

Certificate of Amendment to Articles of Incorporation

(incorporated by reference from our Current Report on Form 8-K, filed on

October 11, 2013)

Certificate of Designation (incorporated by reference

from our Current Report on Form 8-K, filed on October 11, 2013)

Certificate of Designation (incorporated by reference

from our Current Report on Form 8-K, filed on November 12, 2013)

Certificate of Change (incorporated by reference from our

Current Report on Form 8-K, filed on December 30, 2015)

Certificate of Amendment to Articles of Incorporation

(incorporated by reference from our Current Report on Form 8-K, filed on

January 25, 2016)

Certificate of Amendment to Certificate of Designation

(incorporated by reference from our Current Report on Form 8-K, filed on

January 25, 2016)

Certificate of Designation (incorporated by reference

from our Current Report on Form 8-K, filed on April 5, 2016)

Certificate of Withdrawal of Certificate of Designation

(incorporated by reference from our Current Report on Form 8-K, filed on

April 4, 2017)

Certificate of Designation (incorporated by reference

from our Current Report on Form 8-K, filed on May 4, 2017)

Certificate of Amendment to Certificate of Designation

(incorporated by reference from our Current Report on Form 8-K, filed on

November 6, 2017)

Certificate of Withdrawal of Certificate of Designation

(incorporated by reference from our Quarterly Report on Form 10-Q, filed

on November 20, 2017)

Amended and Restated Bylaws (incorporated by reference

from our Current Report on Form 8- K, filed on March 15, 2013)

Articles of Incorporation (incorporated by reference from our Form S-1 Registration Statement, filed on October 28, 2011)

Certificate of Change (incorporated by reference from our Quarterly Report on Form 10-Q, filed on August 13, 2013)

Articles of Merger (incorporated by reference from our Quarterly Report on Form 10-Q, filed on August 13, 2013)

Exhibit Number

Certificate of Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K, filed on October 11, 2013)

Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on October 11, 2013)

Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on November 12, 2013)

Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on December 30, 2015)

Certificate of Amendment to Articles of Incorporation (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Certificate of Amendment to Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on April 5, 2016)

Certificate of Withdrawal of Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on April 4, 2017)

Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on May 4, 2017)

Certificate of Amendment to Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on November 6, 2017)

Certificate of Withdrawal of Certificate of Designation (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 20, 2017)

Amended and Restated Bylaws (incorporated by reference from our Current Report on Form 8-K, filed on October 15, 2018)

Material Contracts

Contract Packer Agreement dated November 14, 2012 between

Alkaline 84, LLC and AZ Bottled Water, LLC (incorporated by reference from

our Current Report on Form 8-K, filed on June 5, 2013)

Contract Packer Agreement dated October 7, 2013 with

White Water, LLC (incorporated by reference from our Quarterly Report on

Form 10-Q, filed on November 13, 2013)

Manufacturing Agreement dated August 15, 2013 with Water

Engineering Solutions, LLC (incorporated by reference from our

Registration Statement on Form S-1, filed on November 27, 2013)

Equipment Lease Agreement dated January 17, 2014

(incorporated by reference from our Current Report on Form 8-K, filed on

January 27, 2014)

Revolving Accounts Receivable Funding Agreement dated

February 20, 2014 (incorporated by reference from our Current Report on

Form 8-K, filed on February 25, 2014)

Form of Securities Purchase Agreement dated as of April

28, 2014, between The Alkaline Water Company Inc.

and the purchasers named

therein (incorporated by reference from our Current Report on Form 8-K,

filed on May 6, 2014)

Contract Packer Agreement dated November 14, 2012 between Alkaline 84, LLC and AZ Bottled Water, LLC (incorporated by reference from our Current Report on Form 8-K, filed on June 5, 2013)

Contract Packer Agreement dated October 7, 2013 with White Water, LLC (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 13, 2013)

Manufacturing Agreement dated August 15, 2013 with Water Engineering Solutions, LLC (incorporated by reference from our Registration Statement on Form S-1, filed on November 27, 2013)

Equipment Lease Agreement dated January 17, 2014 (incorporated by reference from our Current Report on Form 8-K, filed on January 27, 2014)

Revolving Accounts Receivable Funding Agreement dated February 20, 2014 (incorporated by reference from our Current Report on Form 8-K, filed on February 25, 2014)

Form of Securities Purchase Agreement dated as of April 28, 2014, between The Alkaline Water Company Inc.

and the purchasers named therein (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2014)

Form of Common Stock Purchase Warrant (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2014)

Form of Placement Agent Common Stock Purchase Warrant (incorporated by reference from our Current Report on Form 8-K, filed on May 6, 2014)

Amendment #1 dated February 12, 2014 to Equipment Lease Agreement (incorporated by reference from our Quarterly Report on Form 10-Q, filed on August 13, 2014)

Exhibit Number

Form of Common Stock Purchase Warrant (incorporated by

reference from our Current Report on Form 8-K, filed on May 6, 2014)

Form of Placement Agent Common Stock Purchase Warrant

(incorporated by reference from our Current Report on Form 8-K, filed on

Amendment #1 dated February 12, 2014 to Equipment Lease

Agreement (incorporated by reference from our Quarterly Report on Form

10-Q, filed on August 13, 2014)

Equipment Sale/Lease Back Agreement dated April 2, 2014

(incorporated by reference from our Quarterly Report on Form 10-Q, filed

on August 13, 2014)

Equipment Sale/Lease Back Agreement dated April 2, 2014 (incorporated by reference from our Quarterly Report on Form 10-Q, filed on August 13, 2014)

Agreement dated August 12, 2014 with H.C.

& Co., LLC (incorporated by reference from our Current Report on Form

8-K, filed on August 21, 2014)

Form of Warrant Amendment Agreement (incorporated by

reference from our Current Report on Form 8-K, filed on August 21, 2014)

Form of Common Stock Purchase Warrant (incorporated by

reference from our Current Report on Form 8-K, filed on August 21, 2014)

Form of Warrant Amendment Agreement (incorporated by

reference from our Current Report on Form 8-K, filed on October 9, 2014)

Form of Common Stock Purchase Warrant (incorporated by

reference from our Current Report on Form 8-K, filed on October 9, 2014)

Master Lease Agreement dated October 28, 2014 with

Veterans Capital Fund, LLC (incorporated by reference from our Current

Report on Form 8-K, filed on November 4, 2014)

Warrant Agreement dated October 28, 2014 with Veterans

Capital Fund, LLC (incorporated by reference from our Current Report on

Form 8-K, filed on November 4, 2014)

Registration Rights Agreement dated October 28, 2014 with

Veterans Capital Fund, LLC (incorporated by reference from our Current

Report on Form 8-K, filed on November 4, 2014)

Form of Amending Agreement to Stock Option Agreement

(incorporated by reference from our Current Report on Form 8-K, filed on

November 4, 2014)

Securities Purchase Agreement dated as of May 11, 2015

with Assurance Funding Solutions LLC (incorporated by reference from our

Annual Report on Form 10-K, filed on July 14, 2015)

Secured Term Note dated May 2015 issued to Assurance

Funding Solutions LLC (incorporated by reference from our Annual Report on

Form 10-K, filed on July 14, 2015)

General Security Agreement dated as of May 11, 2015 with

Assurance Funding Solutions LLC (incorporated by reference from our Annual

Report on Form 10-K, filed on July 14, 2015)

Securities Purchase Agreement dated as of August 20, 2015

with Assurance Funding Solutions LLC (incorporated by reference from our

Quarterly Report on Form 10-Q, filed on November 23, 2015)

Secured Term Note dated August 20, 2015 issued to

Assurance Funding Solutions LLC (incorporated by reference from our

Quarterly Report on Form 10-Q, filed on November 23, 2015)

General Security Agreement dated as of August 20, 2015

with Assurance Funding Solutions LLC (incorporated by reference from our

Quarterly Report on Form 10-Q, filed on November 23, 2015)

Loan Agreement dated November 30, 2015 with Neil Rogers

(incorporated by reference from our Current Report on Form 8-K, filed on

December 4, 2015)

Promissory Note dated November 30, 2015 issued to Neil

Rogers (incorporated by reference from our Current Report on Form 8-K,

filed on December 4, 2015)

Escrow Agreement dated November 30, 2015 with Neil Rogers

and Escrow Agent (incorporated by reference from our Current Report on

Form 8-K, filed on December 4, 2015)

2013 Equity Incentive Plan (incorporated by reference

from our Current Report on Form 8-K, filed on January 25, 2016)

Wainwright & Co., LLC (incorporated by reference from our Current Report on Form 8-K, filed on August 21, 2014)

Form of Warrant Amendment Agreement (incorporated by reference from our Current Report on Form 8-K, filed on August 21, 2014)

Form of Common Stock Purchase Warrant (incorporated by reference from our Current Report on Form 8-K, filed on August 21, 2014)

Form of Warrant Amendment Agreement (incorporated by reference from our Current Report on Form 8-K, filed on October 9, 2014)

Form of Common Stock Purchase Warrant (incorporated by reference from our Current Report on Form 8-K, filed on October 9, 2014)

Master Lease Agreement dated October 28, 2014 with Veterans Capital Fund, LLC (incorporated by reference from our Current Report on Form 8-K, filed on November 4, 2014)

Warrant Agreement dated October 28, 2014 with Veterans Capital Fund, LLC (incorporated by reference from our Current Report on Form 8-K, filed on November 4, 2014)

Registration Rights Agreement dated October 28, 2014 with Veterans Capital Fund, LLC (incorporated by reference from our Current Report on Form 8-K, filed on November 4, 2014)

Form of Amending Agreement to Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K, filed on November 4, 2014)

Securities Purchase Agreement dated as of May 11, 2015 with Assurance Funding Solutions LLC (incorporated by reference from our Annual Report on Form 10-K, filed on July 14, 2015)

Secured Term Note dated May 2015 issued to Assurance Funding Solutions LLC (incorporated by reference from our Annual Report on Form 10-K, filed on July 14, 2015)

General Security Agreement dated as of May 11, 2015 with Assurance Funding Solutions LLC (incorporated by reference from our Annual Report on Form 10-K, filed on July 14, 2015)

Securities Purchase Agreement dated as of August 20, 2015 with Assurance Funding Solutions LLC (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 23, 2015)

Secured Term Note dated August 20, 2015 issued to Assurance Funding Solutions LLC (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 23, 2015)

General Security Agreement dated as of August 20, 2015 with Assurance Funding Solutions LLC (incorporated by reference from our Quarterly Report on Form 10-Q, filed on November 23, 2015)

Loan Agreement dated November 30, 2015 with Neil Rogers (incorporated by reference from our Current Report on Form 8-K, filed on December 4, 2015)

Promissory Note dated November 30, 2015 issued to Neil Rogers (incorporated by reference from our Current Report on Form 8-K, filed on December 4, 2015)

Escrow Agreement dated November 30, 2015 with Neil Rogers and Escrow Agent (incorporated by reference from our Current Report on Form 8-K, filed on December 4, 2015)

2013 Equity Incentive Plan (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Loan Agreement dated January 25, 2016 with Turnstone Capital Inc.

(incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Promissory Note dated January 25, 2016 issued to Turnstone Capital Inc.

(incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Exhibit Number

Loan Agreement dated January 25, 2016 with Turnstone

(incorporated by reference from our Current Report on Form

8-K, filed on January 25, 2016)

Promissory Note dated January 25, 2016 issued to

Turnstone Capital Inc.

(incorporated by reference from our Current Report

on Form 8-K, filed on January 25, 2016)

Escrow Agreement dated January 25, 2016 with Turnstone

and Escrow Agent (incorporated by reference from our Current

Report on Form 8-K, filed on January 25, 2016)

Amendment Agreement dated January 25, 2016 with Neil

Rogers (incorporated by reference from our Current Report on Form 8-K,

filed on January 25, 2016)

Employment Agreement dated effective March 1, 2016 with

Nickolas (incorporated by reference from our Current Report on

Form 8-K, filed on April 5, 2016)

Employment Agreement dated effective March 1, 2016 with

Wright (incorporated by reference from our Current Report on

Form 8-K, filed on April 5, 2016)

Form of Promissory Note and Warrant Exchange Agreement

(incorporated by reference from our Current Report on Form 8-K, filed on

June 16, 2016)

Loan Facility Agreement dated September 20, 2016 with

Turnstone Capital Inc.

(incorporated by reference from our Current Report

on Form 8-K, filed on September 22, 2016)

Credit and Security Agreement dated February 1, 2017 with

SCM Specialty Finance Opportunities Fund, L.P.

(incorporated by reference

Escrow Agreement dated January 25, 2016 with Turnstone Capital Inc.

and Escrow Agent (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Amendment Agreement dated January 25, 2016 with Neil Rogers (incorporated by reference from our Current Report on Form 8-K, filed on January 25, 2016)

Employment Agreement dated effective March 1, 2016 with Steven P.

Nickolas (incorporated by reference from our Current Report on Form 8-K, filed on April 5, 2016)

Employment Agreement dated effective March 1, 2016 with Richard Wright (incorporated by reference from our Current Report on Form 8-K, filed on April 5, 2016)

Form of Promissory Note and Warrant Exchange Agreement (incorporated by reference from our Current Report on Form 8-K, filed on June 16, 2016)

Loan Facility Agreement dated September 20, 2016 with Turnstone Capital Inc.

(incorporated by reference from our Current Report on Form 8-K, filed on September 22, 2016)

Credit and Security Agreement dated February 1, 2017 with CNH Finance Opportunities

(formerly SCM Specialty Finance Opportunities Fund, L.P.) (incorporated by reference

from our Current Report on Form 8-K, filed on February 7, 2017)

Payoff Agreement dated February 1, 2017 with Gibraltar

Business Capital, LLC (incorporated by reference from our Current Report

on Form 8-K, filed on February 7, 2017)

Form of Stock Option Agreement (incorporated by reference

from our Current Report on Form 8-K, filed on May 4, 2017)

Settlement Agreement and Mutual Release of Claims dated

October 31, 2017 with Steven P.

Nickolas, Nickolas Family Trust, Water

Engineering Solutions, LLC, Enhanced Beverages, LLC, McDowell 78, LLC and

Wright Investments Group, LLC (incorporated by reference from our Current

Report on Form 8-K filed on November 6, 2017)

Exchange Agreement and Mutual Release of Claims dated

November 8, 2017 with Ricky Wright (incorporated by reference from our

Current Report on Form 8-K, filed on November 14, 2017)

Stock Option Forfeiture & General Release dated

November 8, 2017 by Ricky Wright and Sharon Wright (incorporated by

reference from our Current Report on Form 8-K, filed on November 14, 2017)

Form of Warrant Amendment Agreement (incorporated by

reference from our Current Report on Form 8-K, filed on February 22, 2018)

Form of Common Stock Purchase Warrant (incorporated by

reference from our Current Report on Form 8-K, filed on March 5, 2018)

2018 Stock Option Plan (incorporated by reference from

our Current Report on Form 8-K, filed on April 25, 2018)

Form of Subscription Agreement (incorporated by reference

from our Current Report on Form 8-K filed on May 31, 2018)

Payoff Agreement dated February 1, 2017 with Gibraltar Business Capital, LLC (incorporated by reference from our Current Report on Form 8-K, filed on February 7, 2017)

Form of Stock Option Agreement (incorporated by reference from our Current Report on Form 8-K, filed on May 4, 2017)

Settlement Agreement and Mutual Release of Claims dated October 31, 2017 with Steven P.

Nickolas, Nickolas Family Trust, Water Engineering Solutions, LLC, Enhanced Beverages, LLC, McDowell 78, LLC and Wright Investments Group, LLC (incorporated by reference from our Current Report on Form 8-K, filed on November 6, 2017)

Exchange Agreement and Mutual Release of Claims dated November 8, 2017 with Ricky Wright (incorporated by reference from our Current Report on Form 8-K, filed on November 14, 2017)

Stock Option Forfeiture & General Release dated November 8, 2017 by Ricky Wright and Sharon Wright (incorporated by reference from our Current Report on Form 8-K, filed on November 14, 2017)

Form of Warrant Amendment Agreement (incorporated by reference from our Current Report on Form 8-K, filed on February 22, 2018)

Form of Common Stock Purchase Warrant (incorporated by reference from our Current Report on Form 8-K, filed on March 5, 2018)

2018 Stock Option Plan (incorporated by reference from our Current Report on Form 8-K, filed on April 25, 2018)

Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on May 31, 2018)

Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on October 3, 2018)

Underwriting Agreement, dated March 8, 2019, by and between The Alkaline Water Company Inc.

and Canaccord Genuity LLC, as representative of the underwriters named therein (incorporated by reference from our Current Report on Form 8-K, filed on March 11, 2019)

Employment Agreement dated April 25, 2019 with Ronald DaVella (incorporated by reference from our Current Report on Form 8-K filed on May 3, 2019)

Sixth Amendment to Credit and Security Agreement dated June 27, 2019 with CNH Finance Fund I, L.P.

Letter re Change in Certifying Accountant

Letter from Seale & Beers, CPAs dated November 18,

2016 (incorporated by reference from our Current Report on Form 8-K, filed

on November 18, 2016)

Letter from AMC Auditing, LLC dated April 29, 2019 (incorporated by reference from our Current Report on Form 8-K filed on ay 1, 2019)

Exhibit Number

1 unchanged sentence

Alkaline 88, LLC, Arizona limited liability company

Beverage Division, Inc., Nevada corporation

A88 International, Inc.,

Nevada corporation

Consents of Experts and Counsel

Consent of AMC Auditing

Consent of Prager Metis CPAs, LLC

Rule 13a-14 Certifications

21 unchanged sentences

The Alkaline Water Company Inc.

/s/ Richard A.

Richard Wright

President, Chief Executive Officer and Director

(Principal Executive Officer)

June 29, 2018

Pursuant to the requirements of the Securities Exchange Act of

1 unchanged sentence

the registrant and in the capacities and on the dates indicated.

/s/ Richard A.

Richard Wright

President, Chief Executive Officer and Director

(Principal Executive Officer)

June 29, 2018

Chief Financial Officer, Treasurer and Director

(Principal Financial Officer and Principal Accounting

June 29, 2018

/s/ Aaron Keay

June 29, 2018

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 9A. Controls and Procedures