What changed in this filing

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Item 9A. Controls and Procedures

2022-07-14 compared with 2021-07-06 · 185 added, 203 removed, 415 unchanged (48% of the section changed)

15 unchanged sentences

We had inadequate resources in the accounting department.

delays in the implementation of a new ERP accounting system which caused the system to not function as intended and as a result led to delays in our financial closing activities.

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.

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OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

5 unchanged sentences

Date First Elected or Appointed

President, Chief Executive Officer, Vice-President, Chief Operating Officer, and Director

Frank Lazaran

Chief Executive Officer, President and Director

October 8, 2020

Chief Financial Officer, Secretary, Treasurer and Director

2 unchanged sentences

July 22, 2016

Frank Lazaran

October 8, 2020

September 14, 2018

1 unchanged sentence

The following is a brief account of the education and business experience of our directors and executive officers during at least the past five years, indicating their principal occupation during the period, and the name and principal business of the organization by which they were employed:

Wright is a Certified Public Accountant.

He graduated Magnum Cum Laude in 1978 from Mount Union University in Alliance, Ohio.

He has taken graduate level MBA courses at Case Western Reserve College in Cleveland, Ohio.

Wright became the chief financial officer for PCT International, a leading worldwide developer and manufacturer of last mile and access network solutions for broadband communication networks.

PCT focuses on innovative and cost-effective solutions that allow service providers to improve system integrity and expand service offerings.

It has manufacturing plants in USA and China and sells its products in 42 countries.

Wright started his own tax and accounting CPA firm in Scottsdale, Arizona, Wright Tax Solutions PLC.

Wright also started Wright Investment Group, LLC, a small equity participation firm that helps provide seed capital through micro loans and financial expertise to start-up enterprises.

Effective as of May 31, 2013, Mr.

Wright was appointed as the vice-president, treasurer and as a director of our company.

On August 7, 2013, our board of directors appointed Mr.

Wright as secretary of our company.

On August 28, 2016, our board of directors appointed Mr.

Wright as chief operating officer of our company.

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

Wright as president of our company.

On April 28, 2017, Mr.

Wright resigned as the secretary and treasurer of our company and our board of directors appointed Mr.

Wright as the chief executive officer of our company.

Frank Lazaran

On June 2, 2022, we appointed Frank Lazaran as our chief executive officer and president.

Lazaran has been a director of our company since October 8, 2020.

As a 40-year veteran of the retail food industry, Mr.

Lazaran brings decades of commercial and c-suite experience in scaling organizations, optimizing operations, and driving innovation in the retail sector.

He has a solid track record for delivering operational excellence with balanced growth to companies facing unique challenges and complex situations.

He was most recently the chairman, chief executive officer, and president of Marsh Supermarkets, Inc., a multi-format regional food retailer based in Indianapolis, Indiana.

Under his leadership, he led the company through a successful turnaround.

Prior to Marsh, Mr.

Larazan served as the chief executive officer, president, and director of Winn-Dixie Stores, Inc., which was a publicly-traded company and one of the largest supermarket chains in the Southeast.

He is currently a senior industry partner in the private equity firm, New State Capital, and serves as an advisor to the retail industry through his consulting practice, Galazarano Consulting & Investments .

We believe that Mr.

Wright is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his education and business experience described above.

Lazaran is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his business experience described above.

On April 28, 2017, Mr.

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Keay has been the president and managing partner of Inform Capital Partners, a corporate finance advisory and merchant banking firm, from 2008 to present.

Keay was a director of Vivo Cannabis Inc., a company listed on the TSXV Venture Exchange, from September 17, 2015 until June 4, 2019.

Keay was a director of Vivo Cannabis Inc., a company listed on the TSX Venture Exchange, from September 17, 2015 until June 4, 2019.

He was the chairman, chief executive officer and director of Inform Resources Corp., a mining company listed on the TSX Venture Exchange, from August 2010 until July 10, 2014.

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Keay is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his education and business experience described above.

Frank Lazaran

Lazaran has been a director of our company since October 8, 2020.

As a 40-year veteran of the retail food industry, Mr.

Lazaran brings decades of commercial and c-suite experience in scaling organizations, optimizing operations, and driving innovation in the retail sector.

He has a solid track record for delivering operational excellence with balanced growth to companies facing unique challenges and complex situations.

He was most recently the Chairman, Chief Executive Officer, and President of Marsh Supermarkets, Inc., a multi-format regional food retailer based in Indianapolis, Indiana.

Under his leadership, he led the company through a successful turnaround.

Prior to Marsh, Mr.

Larazan served as the Chief Executive Officer, President, and Director of Winn-Dixie Stores, Inc., which was a publicly-traded company and one of the largest supermarket chains in the Southeast.

We believe that Mr.

Lazaran is qualified to serve on our board of directors because of his knowledge of our current operations in addition to his business experience described above.

Sudano has been a director of our company since September 14, 2018.

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Requested Forms

Frank Lazaran

Code of Ethics

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Effective February 22, 2018, our board of directors established an audit committee.

The audit committee currently consists of three directors, Aaron Keay, Frank Lazaran and Brian Sudano.

The audit committee currently consists of three directors, Aaron Keay 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.

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Audit Committee Financial Expert

Our board of directors has determined that Frank Lazaran, 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.

Our board of directors has determined that Brian Sudano, 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

7 unchanged sentences

Compensation Committee

Our board of directors has a compensation committee comprised of Aaron Keay and Frank Lazaran.

Our board of directors has a compensation committee comprised of Aaron Keay and Brian Sudano.

Our compensation committee has the following authority and responsibilities:

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Summary Compensation Table - Years ended March 31, 2022 and 2021

President, Chief Executive

Officer, Vice-President, Chief Operating Officer, Director

Compensa tion

Former President, Chief Executive Officer, Vice-President, Chief Operating Officer and Director

363,500 ( 2 )

400,000 ( 3 )

Chief Financial Officer,

1 unchanged sentence

492,000 ( 4 )

209,000 ( 5 )

293,500 ( 6 )

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 200,000 shares of restricted stock awards effective April 30, 2020 (valued at $200,000) and the issuance of 150,000 share of restricted stock awards effective March 31, 2021 (valued at $163,500)

Reflects the issuance of 400,000 shares of our common stock as “restricted awards” effective November 11, 2021 (valued at $656,000).

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 200,000 shares of our common stock as “restricted awards” effective April 30, 2020 (valued at $200,000) and the issuance of 150,000 shares of our common stock as “restricted awards” effective March 31, 2021 (valued at $163,500)

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issues of 250,000 option awards effective April 3, 2020 (valued at $132,500) and the issuance of 250,000 option awards effective March 31, 2021 (valued at $267,500)

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 100,000 shares of restricted stock awards effective April 30, 2020 (valued at $100,000) and the issuance of 100,000 share of restricted stock awards effective March 31, 2021 (valued at $109,000)

Reflects the issuance of 400,000 shares of our common stock as “restricted awards” effective November 11, 2021 (valued at $492,000).

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 100,000 shares of our common stock as “restricted awards” effective April 30, 2020 (valued at $100,000) and the issuance of 100,000 shares of our common stock as “restricted awards” effective March 31, 2021 (valued at $109,000).

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issues of 150,000 option awards effective April 3, 2020 (valued at $79,500) and the issuance of 200,000 option awards effective March 31, 2021 (valued at $214,000)

1 unchanged sentence

On March 30, 2016, we entered into an employment agreement dated effective March 1, 2016 with Richard A.

Wright, our vice-president, secretary, treasurer and director, pursuant to which Mr.

Wright, who was the vice-president, secretary, treasurer and director of our company at that time, pursuant to which Mr.

Wright agreed to perform such duties as are regularly and customarily performed by the vice president, secretary and treasurer of a corporation, and any other duties consistent with Mr.

Wright's position in our company.

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

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

Wright $14,000 per month or such other amount as may be determined by our board of directors from time to time;

5 unchanged sentences

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

In addition, we may (i) grant awards under our 2018 stock option plan to Mr.

Wright from time to time and (ii) pay to Mr.

Wright an annual discretionary performance bonus in an amount to be determined by our board of directors in its sole discretion.

Wright will also be eligible to participate in other bonus programs offered by our company to our senior staff from time to time.

In addition, Mr.

Wright will be entitled to participate in all of our employee benefit plans provided by our company to our senior officers.

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

Wright was entitled to participate in all of our employee benefit plans provided by our company to our senior officers.

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

Wright for the reasonable cost of any such plans obtained privately.

We also agreed to (i) provide Mr.

Wright with vehicle leased in our company's name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors;

Wright with a vehicle leased in our company's name, with lease payments not exceeding $700/month or such other amount as may be determined by our board of directors;

Wright 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.

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Wright for any expenses that he incurs in connection with his duties under his employment agreement.

Wright 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 off.

Wright was 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 off.

The initial term of the employment agreement with Mr.

Wright 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 agreement.

Provided that Mr.

Wright has acted within the scope of his authority, we have agreed to indemnify and save harmless Mr.

Wright (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) which:

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 affiliates;

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.

Wright has 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 the course of their employment with our company, we agreed that Mr.

Wright 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 our company.

On August 28, 2016, our board of directors appointed Mr.

Wright as chief operating officer of our company.

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

Wright as president of our company.

On April 28, 2017, Mr.

Wright resigned as the secretary and treasurer of our company and our board of directors appointed Mr.

Wright as the chief executive officer of our company.

Wright was 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 was to 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 agreement.

On April 3, 2020, we granted 250,000 stock options to Mr.

The stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vest as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

The stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vested as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

On April 30, 2020, we granted an award of 200,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vest on the one year anniversary of the date of grant.

The grantees have no rights or privileges as a stockholder of our company with respect to the unvested shares including, without limitation, the right to vote such shares and receive all dividends or other distributions paid with respect to such shares.

These shares vested on the one year anniversary of the date of grant.

On March 31, 2021, we granted 250,000 stock options to Mr.

The stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031.

The stock options vest as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

The stock options vested as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

On March 31, 2021, we granted an award of 150,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vest on the one year anniversary of the grant date.

These shares vested on the one year anniversary of the grant date.

On November 11, 2021, we granted an award of 400,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vested on January 15, 2022.

On April 25, 2022, we entered into a new employment agreement dated effective April 25, 2022 with Mr.

Wright, pursuant to which Mr.

Wright 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.

Wright's position in our company.

Pursuant to the terms of the employment agreement, we agreed to pay Mr.

Wright $275,000 annually or such other amount as may be determined by our board of directors from time to time.

In addition, Mr.

Wright was entitled to participate in all of our employee benefit plans provided by our company to our senior officers.

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

Wright for the reasonable cost of any such plans obtained privately.

We also agreed to (i) provide Mr.

Wright with a $750 per month automobile allowance during the term of the employment agreement;

and (ii) reimburse Mr.

Wright for any expenses that he incurs in connection with his duties under his employment agreement.

Wright was 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 two consecutive weeks of paid time off.

On June 2, 2022, our company and its subsidiary entered into a Separation Agreement and Release of All Claims (the "Separation Agreement" ) with Mr.

The Separation Agreement provides, among other things, the following:

The parties agreed that Mr.

Wright voluntarily resigned from his employment with our company effective as of June 2, 2022 (the " Separation Date ") and resigned from any and all director and officer positions that he held with our company and its subsidiaries;

We agreed with Mr.

Wright that Mr.

Wright's employment with our company ended effective as of the Separation Date and the employment agreement dated April 25, 2022 with Mr.

Wright is of no further force and effect as of the Separation Date except for certain sections of the employment agreement, including the extension of the non-competition provision of the employment agreement by one year to a total of two years so long as Mr.

Wright is receiving, or has received in the event of a "Change of Control" (as defined below), the severance benefits described in paragraph 3 below;

Provided that Mr.

Wright does not revoke the Separation Agreement as provided in the Separation Agreement, we agreed to pay Mr.

Wright the total severance sum of $550,000.08 payable as follows:

(1) a single payment of US$275,000.04 (the " Lump Sum Payment ") less all applicable deductions and withholdings payable within three days after the conclusion of the revocation period described the Separation Agreement;

and (2) 24 full months of severance (the " Severance Period ") at the rate of $11,458.33 per month (each, a " Monthly Separation Payment ").

The Monthly Separation Payments will be less all applicable deductions and withholdings.

The Monthly Separation Payments for the Severance Period began July 5, 2022 (the first pay period pay date following the expiration of the revocation period provided in the Separation Agreement).

The Monthly Separation Payments will be paid ratably pursuant to our current and normal payroll cycle.

Notwithstanding the foregoing, in the event our company is sold or undergoes a Change of Control prior to the end of the Severance Period, we agreed that the balance of the unpaid amounts will be paid in a lump sum within five days of the Change of Control.

A "Change of Control" means a sale of substantially all of our assets or a sale of 50% or more of stock;

We agreed to reimburse Mr.

Wright for his legal expenses in connection with the preparation and negotiation of the Separation Agreement up to a maximum of $25,000;

We agreed to maintain or provide Mr.

Wright and family (to the extent currently covered) his current health insurance plan or the equivalent thereto at no cost to Mr.

Wright from the Separation Date until May 31, 2024.

We agreed that such health insurance will be coverage under our group health insurance plan, as amended from time to time, or comparable coverage.

In the event our company is sold or undergoes a Change of Control prior to May 31, 2024 (as applicable, the " Trigger Date "), we agreed to pay Mr.

Wright a lump sum amount equal to the monthly COBRA premium for continuation coverage under our group health plan multiplied by the number of months remaining from the Change of Control date until May 31, 2024 and Mr.

Wright will be terminated from our group health insurance plan as of the Trigger Date;

With respect to (a) 250,000 stock options granted to Mr.

Wright under that certain Stock Option Agreement dated March 31, 2021 and (b) 250,000 stock options granted to Mr.

Wright under that certain Stock Option Agreement dated April 3, 2020 (collectively, the " Wright Options "), notwithstanding the provisions of the agreements governing the Wright Options, including his termination of Continuous Service as defined in the 2020 Equity Incentive Plan, and as compensation to Mr.

Wright under the Separation Agreement, we agreed that Mr.

Wright is entitled to exercise part or all of the Wright Options at any time after the Separation Date until May 31, 2024 and the Wright Options will expire on May 31, 2024;

In the event we reprice any employee stock options during the two year period after the termination date, we agreed that Mr.

Wright's stock options will receive the same repricing treatment;

On June 10, 2022, we granted an award of 100,000 shares of our common stock as a "restricted award" under our 2020 equity incentive plan to Mr.

Wright pursuant to the Separation Agreement.

These shares vested as of June 10, 2022.

We pay David A.

Guarino $14,000 per month for his services and a $750 monthly car allowance.

Effective April 28, 2017, we issued 130,000 shares of common stock to Mr.

Guarino, who was appointed as the chief financial officer, secretary, treasurer and a director of our company on the same date.

On April 3, 2020, we granted 150,000 stock options to Mr.

The stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vest as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

The stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vested as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

On April 30, 2020, we granted an award of 100,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vest on the one year anniversary of the date of grant.

These shares vested on the one year anniversary of the date of grant.

On March 31, 2021, we granted 200,000 stock options to Mr.

The stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031.

The stock options vest as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

The stock options vested as to 50% on the date of grant and 50% on the one year anniversary of the date of grant.

On March 31, 2021, we granted an award of 100,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vest on the one year anniversary of the date of grant.

These shares vested on the one year anniversary of the date of grant.

On November 11, 2021, we granted an award of 300,000 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

These shares vested on January 15, 2022.

Retirement or Similar Benefit Plans

1 unchanged sentence

Resignation, Retirement, Other Termination, or Change in Control Arrangements

Other than the provisions of the employment agreement with Mr.

Wright described below, we have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or named executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or named executive officers, or a change in control of our company or a change in our directors' or named executive officers' responsibilities following a change in control.

If, within 90 days of the occurrence of a change of control event, Mr.

Wright 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.

Wright severance in an amount equal to the following:

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

one month's 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.

Wright's employment at any time for other than just cause by delivering to Mr.

Wright written notice of termination.

In such a case, we agreed to pay Mr.

Wright severance in an amount equal to the following:

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

one month's salary multiplied by the number of calendar years, starting on the effective date of the employment, that Mr.

Wright is employed by our company under his employment agreement.

Subject to applicable employment laws or similar legislation, we may terminate Mr.

Wright's 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.

Wright's employment will automatically terminate on his death.

In the event Mr.

Wright's employment with our company terminates by reason of Mr.

Wright's death or disability, then upon and immediately effective on the date of termination we agreed to promptly pay and provide Mr.

Wright (or in the event of Mr.

Wright's death, Mr.

Wright's 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 2013 equity incentive plan, 2018 stock option plan or 2020 equity incentive plan and the award agreement.

In the event Mr.

Wright's employment is terminated due to a disability, we agreed to pay to Mr.

Wright the severance referred to above.

We may terminate Mr.

Wright's employment for just cause at any time by delivering to Mr.

Wright written notice of termination.

In the event that Mr.

Wright's employment with our company is terminated by our company for just cause, Mr.

Wright 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.

Wright by our company as of the date of termination, except for any awards under our 2013 equity incentive plan, 2018 stock option plan or 2020 equity incentive plan will be dealt with in accordance with the plan and award agreement.

Other than the provisions of the Separation Agreement with Mr.

Wright described above, we have no contract, agreement, plan or arrangement, whether written or unwritten, that provides for payments to our directors or named executive officers at, following, or in connection with the resignation, retirement or other termination of our directors or named executive officers, or a change in control of our company or a change in our directors' or named executive officers' responsibilities following a change in control.

Outstanding Equity Awards at Fiscal Year-End

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April 3, 2030

March 31, 2031

April 3, 2030

March 31, 2031

Compensation of Directors

The particulars of compensation paid to our directors who are not named executive officers for the fiscal year ended March 31, 2022 are set out in the following director compensation table:

Bruce Leitch ( 3 )

Frank Lazaran

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 200,000 of restricted stock awards effective April 30, 2020 (valued at $200,000).

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 250,000 stock options with an exercise price of $0.53 per share effective April 3, 2020 (valued at $132,500) and the issuance of 250,000 stock options with an exercise price of $1.07 effective March 31, 2021 (valued at $267,500).

Bruce Leitch resigned as a director of our company effective October 8, 2020.

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 25,000 of restricted stock awards effective April 30, 2020 (valued at $25,000).

102,700 ( 4 )

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 50,000 stock options with an exercise price of $1.07 effective March 31, 2021 (valued at $53,500).

Effective October 8, 2020, Frank Lazaran was appointed as a director of our company.

Reflects the issuance of 400,000 shares of our common stock as “restricted awards” effective November 11, 2021 (valued at $656,000).

Consists of director fees.

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 25,000 of restricted stock awards effective April 30, 2020 (valued at $25,000).

Reflects the issuance of 50,000 shares of our common stock as “restricted awards” effective November 11, 2021 (valued at $82,000).

Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

Reflects the issuance of 50,000 stock options with an exercise price of $1.07 effective March 31, 2021 (valued at $53,500).

On April 3, 2020, we granted 10,000 stock options to Bruce Leitch, a former director of our company.

These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030.

Leitch's resignation as a director of our company effective October 8, 2020, these stock options were terminated.

On April 3, 2020, we granted 100,000 stock options to Brian Sudano, a director of our company.

These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vested as to one third on the date of grant and one third vest or will vest on each anniversary of the date of grant.

Reflects the issuance of 50,000 shares of our common stock as “restricted awards” effective November 11, 2021 (valued at $82,000) and the issuance of 15,000 shares of our common stock as “restricted awards” effective December 21, 2021 (valued at $20,700).

On April 3, 2020, we granted 250,000 stock options to Aaron Keay, a director of our company.

These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vested as to 50% on the date of grant and 50% on the one-year anniversary of the date of grant.

On April 30, 2020, we granted an award of 25,000 shares of our common stock to Bruce Leitch, a former director of our company.

These shares vested on the date of grant.

On April 3, 2020, we granted 100,000 stock options to Brian Sudano, a director of our company.

These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and vested as to one third on the date of grant and one third vested on each anniversary of the date of grant.

On April 3, 2020, we granted 100,000 stock options to Frank Lazaran, a director of our company.

These stock options are exercisable at the exercise price of $0.53 per share until April 2, 2030 and one third vested or will vest on each anniversary of the date of grant.

On April 30, 2020, we granted an award of 25,000 shares of our common stock to Brian Sudano, a director of our company.

50% of these shares vested on the one-year anniversary of grant and 50% of these shares will vest on the second year anniversary of the date of grant.

50% of these shares vested on the one-year anniversary of grant and 50% of these shares vested on the second-year anniversary of the date of grant.

On April 30, 2020, we granted an award of 200,000 shares of our common stock to Aaron Keay, a director of our company.

1 unchanged sentence

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

On March 31, 2021, we granted 250,000 stock options to Aaron Keay, a director of our company.

1 unchanged sentence

On March 31, 2021, we granted 50,000 stock options to Brian Sudano, a director of our company.

These stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031 and will vest as to 50% on each anniversary of the date of grant.

These stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031 and vested or will vest as to 50% on each anniversary of the date of grant.

On March 31, 2021, we granted 50,000 stock options to Frank Lazaran, a director of our company.

These stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031 and will vest as to 50% on each anniversary of the date of grant.

These stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031 and vested or will vest as to 50% on each anniversary of the date of grant.

On March 31, 2021, we granted an award of 25,000 shares of our common stock to Brian Sudano, a director of our company.

These shares vest on the one-year anniversary of the date of grant.

These shares vested on the one-year anniversary of the date of grant.

On March 31, 2021, we granted an award of 150,000 shares of our common stock to Aaron Keay, a director of our company.

These shares vest on the one-year anniversary of the date of grant.

These shares vested on the one-year anniversary of the date of grant.

On March 31, 2021, we granted an award of 25,000 shares of our common stock to Frank Lazaran, a director of our company.

These shares vest on the one-year anniversary of the date of grant.

These shares vested on the one-year anniversary of the date of grant.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

On November 11, 2021, we granted an award of 50,000 shares of our common stock to Brian Sudano, a director of our company.

These shares vested on January 15, 2022.

On November 11, 2021, we granted an award of 50,000 shares of our common stock to Frank Lazaran, a director of our company.

These shares vested on January 15, 2022.

On November 11, 2021, we granted an award of 400,000 shares of our common stock to Aaron Keay, a director of our company.

These shares vested on January 15, 2022.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

On December 20, 2021, we granted an award of 15,000 shares to Frank Lazaran, a director of our company.

These shares vested immediately on December 20, 2021.

We granted these shares as "restricted awards" under our 2020 equity incentive plan.

We have no formal plan for compensating our directors for their services in their capacity as directors.

3 unchanged sentences

The following table sets forth, as of July 14, 2022, certain information with respect to the beneficial ownership of our common stock by each 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 directors and our named executive officers (as defined in the "Executive Compensation") and by our current executive officers and directors as a group.

Name of Beneficial Owner

Na me of Beneficial Owner

Title of Class

2 unchanged sentences

Percentage of

Frank Lazaran

353,332 ( 3 )

2,759,300 (4)

Frank Lazaran

3,600,000 (5 )

225,000 ( 6 )

4,900,000 ( 7 )

All executive officers and directors as a group (4 persons)

5 unchanged sentences

(2) Percentage of common stock is based on 122,121,037 shares of our common stock issued and outstanding as of July 14, 2022.

(3) Includes 375,000 stock options exercisable within 60 days.

(4) Includes 250,000 stock options exercisable within 60 days.

(5) Includes 825,000 stock options exercisable within 60 days.

(3) Includes 116,666 stock options exercisable within 60 days and warrants to purchase 50,000 shares of our common stock.

(4) Includes 350,000 stock options exercisable within 60 days.

(5) Includes 1,000,000 shares of our common stock held by Klutch Financial Corp., which is wholly owned by Mr.

Keay, 850,000 stock options exercisable within 60 days and warrants to purchase 1,000,000 shares of our common stock.

(6) Includes 125,000 stock options exercisable within 60 days.

(7) Includes 500,000 stock options exercisable within 60 days.

(8) Includes 1,441,666 stock options exercisable within 60 days and warrants to purchase 1,050,000 shares of our common stock.

Changes in Control

19 unchanged sentences

Since April 1, 2017, we paid BMCSA an aggregate of $25,145 in consideration of the consulting services provided by BMCSA under the agreement.

Ronald DaVella

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 Vella's position in our company.

Pursuant to the terms of the employment agreement we 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 was entitled to participate in all of our employee benefit plans provided by our company to our senior officers.

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

DaVella for the reasonable cost of any such plans obtained privately.

We also agreed to reimburse Mr.

DaVella for any expenses that he incurred in connection with his duties under his employment agreement.

Effective as of January 1, 2020, Mr.

DaVella resigned as our Executive Vice President of Finance.

In addition, effective as of January 1, 2020, we entered into a separation agreement & release of all claims with Mr.

DaVella, pursuant to which the parties agreed that Mr.

Davella's employment with Alkaline 88, LLC ended effective January 1, 2020 and the employment agreement dated April 25, 2019 between Mr.

DaVella and The Alkaline Water Company Inc.

is terminated effective January 1, 2020.

Pursuant to the separation agreement & release of all claims, we agreed to pay Mr.

Davella five full months of severance at his then compensation level of $14,000 monthly plus $950 per month for auto and cell phone allowance, less all applicable deductions and withholdings.

We also agreed to maintain Mr.

Davella and his family on our corporate health plan until June 30, 2020 at our sole cost and expense.

In addition, we agreed to issue Mr.

Davella 50,000 shares of our common stock (issued on April 30, 2020).

On July 6, 2021, we issued 1,000,000 subscription receipts to Klutch Financial Corp., a company wholly owned by Aaron Keay, our director and chairman, at a price of $1.05 per subscription receipt for total gross proceeds of $1,050,000 pursuant to a private placement of our company completed on July 6, 2021.

On September 30, 2021, we issued 1,000,000 units of our company upon conversion of these subscription receipts.

Each unit consisted of one share of our common stock and one transferable share purchase warrant.

Each warrant entitles the holder thereof to acquire one share of our common stock until July 6, 2024 at a price of $1.25 per share.

The conversion of the subscription receipts was the result of our company satisfying the escrow release condition, which was the receipt by our company of an ordinary resolution of our stockholders approving the private placement and the issuance of the securities thereunder.

Compensation for Named Executive Officers and Directors

1 unchanged sentence

Director Independence

We currently act with five directors consisting of Richard A.

Wright, David A.

Guarino, Aaron Keay, Frank Lazaran and Brian Sudano.

We currently act with four directors consisting of Frank Lazaran, David A.

Guarino, Aaron Keay and Brian Sudano.

Our common stock is listed on the Nasdaq Capital Market.

Under 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, Frank Lazaran, and Brian Sudano

Using this definition of independent director, we have two independent directors, Aaron Keay and Brian Sudano.

PRINCIPAL ACCOUNTING FEES AND SERVICES

5 unchanged sentences

All of the above services and fees were reviewed and approved by our audit committee before the respective services were rendered.

Our board of directors has considered the nature and amount of fees billed by Prager Metis CPAs, LLC and by AMC Auditing, LLC and believes that the provision of services for activities unrelated to the audit is compatible with maintaining their independence.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibit Number

Our board of directors has considered the nature and amount of fees billed by Prager Metis CPAs, LLC and believes that the provision of services for activities unrelated to the audit is compatible with maintaining its independence.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Articles of Incorporation and Bylaws

93 unchanged sentences

and ABG-Shaq, LLC (incorporated by reference from our Current Report on Form 8-K filed on May 13, 2021)

Letter regarding Change in Certifying Accountant

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

Form of Subscription Agreement (incorporated by reference from our Current Report on Form 8-K filed on July 6, 2021)

Employment Agreement dated effective April 25, 2022 with Richard A.

Wright (incorporated by reference from our Current Report on Form 8-K filed on April 29, 2022)

Underwriting Agreement, dated May 4, 2022, between The Alkaline Water Company Inc.

and Aegis Capital Corp.

(incorporated by reference from our Current Report on Form 8-K filed on May 6, 2022)

Separation Agreement & Release of All Claims dated June 2, 2022 by and between Richard Wright, The Alkaline Water Company Inc.

and Alkaline 88, LLC (incorporated by reference from our Current Report on Form 8-K filed on June 2, 2022)

Code of Ethics

Code of Ethics and Business Conduct

Subsidiaries of The Alkaline Water Company Inc.

2 unchanged sentences

A88 Infused Products Inc., a Nevada corporation

The Clean Beverage Company Inc., a Nevada corporation

AWC Acquisition Company Inc., a Nevada corporation

9 unchanged sentences

Interactive Data File

XBRL Instance Document

XBRL Taxonomy Extension Schema

XBRL Taxonomy Extension Calculation Linkbase

XBRL Taxonomy Extension Definition Linkbase

XBRL Taxonomy Extension Label Linkbase

XBRL Taxonomy Extension Presentation Linkbase

Inline XBRL Instance Document–the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*Filed herewith.

4 unchanged sentences

The Alkaline Water Company Inc.

/s/ Richard A.

/s/ Frank Lazaran

Frank Lazaran

President, Chief Executive Officer and Director

(Principal Executive Officer)

July 14, 2022

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/s/ Richard A.

/s/ Frank Lazaran

Frank Lazaran

President, Chief Executive Officer and Director

(Principal Executive Officer)

July 14, 2022

Chief Financial Officer, Treasurer and Director

(Principal Financial Officer and Principal Accounting

July 14, 2022

/s/ Aaron Keay

/s/ Frank Lazaran

Frank Lazaran

July 14, 2022

/s/ Brian Sudano

July 14, 2022

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