What changed in this filing

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Item 9A. Controls and Procedures

2023-08-17 compared with 2022-07-14 · 481 added, 196 removed, 404 unchanged (63% of the section changed)

19 unchanged sentences

In response to the material weaknesses discussed above, we are working on implementing a new integrated ERP system and have hired additional accounting personnel.

Once the ERP system in implemented in the second quarter of fiscal year 2022, we plan to engage a third-party consultant to develop a comprehensive control framework using the ERP and to document our internal controls based on the implementation of the ERP system.

Once the ERP system is fully implemented in the third quarter of fiscal year 2024, we plan to engage a third-party consultant to develop a comprehensive control framework using the ERP and to document our internal controls based on the implementation of the 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 necessary.

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Our directors and executive officers, their ages, positions held, and duration of such, are as follows:

Positions Held with Our

Date First Elected or Appointed

Frank Lazaran

Chief Executive Officer, President and Director

October 8, 2020

Chief Financial Officer, Secretary, Treasurer and Director

April 28, 2017

Chairman of the Board and Director

July 22, 2016

September 14, 2018

Name Positions Held with Our

Company Age Date First Elected or Appointed

Frank Chessman Chief Executive Officer and President 70 February 20, 2023

Guarino Chief Financial Officer, Secretary, Treasurer and Director 59 April 28, 2017

Frank Lazaran Chairman of the Board and Director 66 October 8, 2020

Ronald DaVella Director 66 March 17, 2023

Brian Sudano Director 58 September 14, 2018

David Rauch Director 58 November 16, 2022

Business Experience

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:

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.

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.

Frank Chessman

On February 20, 2023, we appointed Frank Chessman as our chief executive officer and president.

Chessman is an accomplished executive with five decades of experience in sales, marketing, and operations.

He holds a Bachelor of Science degree from the University of Southern California's Marshall School of Business and conducted graduate studies at the Anderson School at UCLA.

Chessman served as Vice President of Sales and Advertising for Ralphs Grocery Company, now a major division of Kroger.

He also spent 14 years at Simon Marketing as the Executive Vice President, where he gained valuable experience in marketing and promotions.

His career also includes extensive beverage manufacturing experience prior to his time with our company.

Prior to becoming our chief executive officer and president, Mr.

Chessman had been the director of national sales for our company and then the director of sales and operations for our company.

On April 28, 2017, Mr.

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

Guarino was appointed as the chief financial officer, secretary, treasurer and director of our company.

Guarino holds a Bachelor of Science in accounting and a Master of Accountancy from the University of Denver.

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Guarino 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.

On July 22, 2016, Mr.

Keay was appointed as a director of our company and on August 17, 2017, Mr.

Keay was appointed as the chairman of the board.

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 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.

Keay was the chief executive officer, president and a director of IDM Mining Ltd.

(formerly Revolution Resources), a mining company listed on the Toronto Stock Exchange, from 2009 until January 7, 2015.

He was a director of OrganiGram Holdings Inc., an industrial company specializing in the production of condition specific medical marijuana under license from Health Canada listed on the TSX Venture Exchange, from September 14, 2010 until July 17, 2014.

Keay was a director of Plateau Uranium Inc.

(formerly, Macusani Yellowcake Inc.), a uranium exploration and development company listed on the TSX Venture Exchange, from April 5, 2013 until September 4, 2014.

He was a director of Aftermath Silver Inc.

(formerly, Full Metal Zinc Ltd.), a mineral exploration and development company listed on the TSX Venture Exchange, from February 2011 until December 12, 2013.

Keay holds a bachelor of human kinetics from the University of British Columbia.

Frank Lazaran

Lazaran has been a director of our company since October 8, 2020 and chairman of our board of directors since March 13, 2023.

From June 2, 2022 to February 20, 2023, Mr.

Lazaran was our chief executive officer and president.

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.

Lazaran 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.

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.

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.

Ronald DaVella

On March 17, 2023, we appointed Ronald DaVella as a director of our company.

DaVella is a seasoned financial expert and director, with extensive experience serving on various boards and offering financial advisory services to a wide range of industries.

His background demonstrates his expertise in financial oversight, governance, and executive leadership.

DaVella retired from Deloitte as a partner in July 2014 after 34 years of service including 25 years as a partner.

Since November 2014, Mr.

DaVella has been a valued member of The Joint Corp.'s board of directors, where he chairs the audit committee and serves on the nominating and governance committee.

He has simultaneously held positions on multiple boards, including Delta Dental of AZ, where he's been a board member and director since August 2020, serving as vice chairman, chairman of the audit and investment committee, and a member of the executive and compensation committee.

DaVella's portfolio further expanded in November 2020 when he joined Mobile Holding Properties, LLC as a board member and director, a role he held until January 2022.

In January 2021, he began serving as a financial advisor for NorthStar Engineering Group, and later, in June 2022, he added Universal Health Group to his roster as a financial advisor, board member, and director.

Multiomics and Industrial Succession Corp (formerly Manufacturing Succession Corp) also have benefited from his financial advisory expertise since July 2022.

Additionally, Mr.

DaVella has served as the chairman of the strategic advisory board for AURA Ventures since April 2020.

Beyond his board and advisory roles, Mr.

DaVella has held leadership positions in various companies including as CFO for NanoFlex Power Corp., from May 2017 to March 2019, and as owner of Katherine's Lashes, LLC, an Amazing Lash Studios franchisee, in Chandler, AZ, from August 2015 to February 2019.

DaVella formerly served as executive vice president of finance of our company from May 1, 2019 to January 1, 2020.

We believe that Mr.

DaVella 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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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 experience described above.

Rauch has been a director of our company since November 16, 2022.

Rauch is the President and General Counsel of Annexus, which creates innovative retirement income products that provide better client outcomes.

He had previously served as Chief Operating Officer as well.

From 1993 to 2012, he was a partner at Snell and Wilmer, handling business and franchise litigation.

He received his JD from the University of California - Los Angeles (Order of the Coif) and has a B.S.

in Finance from San Diego State University (summa cum laude and the Outstanding Finance Graduate of 1988).

Rauch is involved with The Thunderbirds, the host organization of the WM Phoenix Open golf tournament.

He served as Tournament Chairman in 2010.

He was previously heavily involved in the Special Olympics of Arizona and is the Immediate Past Chair of the Barrow Neurological Foundation.

He and his wife Julie support Thunderbird Charities, Barrow, and The Board of Visitors, the oldest women's charitable organization in Arizona.

We believe that Mr.

Rauch 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.

Family Relationships

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None of our directors and executive officers has been involved in any of the following events during the past ten years:

any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:

(a) any petition under the federal bankruptcy laws or any state insolvency laws filed by or against, or an appointment of a receiver, fiscal agent or similar officer by a court for the business or property of such person, or any partnership in which such person was a general partner at or within two years before the time of such filing, or any corporation or business association of which such person was an executive officer at or within two years before the time of such filing;

(b) any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

(c) being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining such person from, or otherwise limiting, the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

1 unchanged sentence

or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;

being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(d) being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (c)(i) above, or to be associated with persons engaged in any such activity;

(e) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission to have violated a federal or state securities or commodities law, and the judgment in such civil action or finding by the Securities and Exchange Commission has not been reversed, suspended, or vacated;

(f) being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(g) being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i) any federal or state securities or commodities law or regulation;

1 unchanged sentence

or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity;

being the subject of, or a party to, any sanction or 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.

(h) being the subject of, or a party to, any sanction or 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.

Delinquent Section 16(a) Reports

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Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons we believe that during year ended March 31, 2023 all filing requirements applicable to our executive officers and directors, and persons who own more than 10% of our common stock were complied with, with the exception of the following:

Number of Transactions

Late Reports Number of Transactions

Not Reported on a

1 unchanged sentence

Requested Forms

Frank Lazaran

Guarino 1 2 Nil

Frank Lazaran 1 2 Nil

Brian Sudano 1 1 Nil

Aaron Keay 1 2 Nil

Code of Ethics

11 unchanged sentences

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

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

The audit committee currently consists of three directors, Ronald DaVella, Brian Sudano, and David Rauch.

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 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.

Our board of directors has determined that Ronald DaVella, 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

4 unchanged sentences

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 8541 E.

Anderson Drive, Suite 100, Arizona 85255 U.S.A.

Anderson Drive, Suite 100, Scottsdale, Arizona 85255 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 Brian Sudano.

Our board of directors has a compensation committee comprised of Ronald DaVella, Brian Sudano, and David Rauch.

Our compensation committee has the following authority and responsibilities:

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The particulars of compensation paid to the following persons:

all individuals serving as our principal executive officer during the year ended March 31, 2022

each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended March 31, 2022;

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at March 31, 2022,

(a) all individuals serving as our principal executive officer during the year ended March 31, 2023

(b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended March 31, 2023;

(c) up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at March 31, 2023,

who we will collectively refer to as the named executive officers, for all services rendered in all capacities to our company and subsidiaries for the years ended March 31, 2023 and 2022 are set out in the following summary compensation table:

Summary Compensation Table - Years ended March 31, 2023 and 2022

Compensa tion

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

363,500 ( 2 )

400,000 ( 3 )

Frank Chessman (12)

Chief Executive Officer and President 2023 66,125 (15) Nil 125,000 307,500 Nil Nil 199,000 (16) 697,625

2022 Nil Nil Nil Nil Nil Nil Nil Nil

Chief Financial Officer,

Secretary, Treasurer and

492,000 ( 4 )

209,000 ( 5 )

293,500 ( 6 )

Director 2023 252,000 Nil 62,500 ( 1 ) 134,500 ( 2 ) Nil Nil 9,000 458,000

2022 252,000 25,000 492,000 ( 3 )( 4 ) Nil Nil Nil 9,000 778,000

Frank Lazaran (13)

Former President, Chief Executive Officer, and current Director 2023 183,333 Nil 283,291 ( 5 )( 6 )( 7 ) 408,500 ( 8 )( 9 ) Nil Nil 6,750 881,874

2022 Nil Nil Nil Nil Nil Nil Nil Nil

Former President, Chief Executive Officer, Vice-President, Chief Operating Officer and Director 2023 46,511 Nil 51,540 Nil Nil Nil 385,754 483,805

2022 252,000 25,000 656,000 (1 0 )( 11 ) Nil Nil Nil 22,556 955,556

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

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

Reflects the issuance of 125,000 pre-split shares of our common stock as "restricted awards" effective November 16, 2022 (valued at $31,500).

( 2 ) 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 issuance of 250,000 pre-split option awards effective August 23, 2022 (valued at $112,500).

( 3 ) 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 issuance of 400,000 pre-split shares of our common stock as "restricted awards" effective November 11, 2021 (valued at $492,000).

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

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

Reflects the issuance of 100,000 pre-split shares of our common stock as "restricted awards" effective March 31, 2022 (valued at $92,000).

( 5 ) 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 issuance of 8,333 pre-split shares of our common stock as "restricted awards" effective April 30, 2022 (valued at $6,291).

( 6 ) 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)

Reflects the issuance of 500,000 pre-split shares of our common stock as "restricted awards" effective July 29, 2022 (valued at $214,000).

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

Reflects the issuance of 250,000 pre-split shares of our common stock as "restricted awards" effective November 16, 2022 (valued at $63,000).

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

Reflects the issuance of 1,000,000 pre-split option awards effective July 29, 2022 (valued at $370,000).

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

Reflects the issuance of 175,000 pre-split option awards effective November 16, 2022 (valued at $38,500).

(1 0 ) Reflects the grant date fair value computed in accordance with FASB ASC Topic 718.

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

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

Reflects the issuance of 150,000 pre-split shares of our common stock as "restricted awards" effective March 31, 2022 (valued at $138,000).

( 12 ) On February 20, 2023, we appointed Frank Chessman as our chief executive officer and president.

Lazaran has been a director of our company since October 8, 2020 and chairman of our board of directors since March 13, 2023.

From June 2, 2022 to February 20, 2023, Mr.

Lazaran was our chief executive officer and president.

( 14 ) Effective June 2, 2022, Richard A.

Wright resigned as a director and officer (including as the president and chief executive officer) of our company.

( 15 ) Consists of Frank Chessman's salary as a result of his being an employee starting January 1, 2023.

( 16 ) Consists of Frank Chessman's compensation as a consultant prior to his being an employee starting January 1, 2023.

Frank Chessman

During the fiscal year ended March 31, 2021, we paid Mr.

Chessman $181,000 for his services to our company.

During the fiscal year ended March 31, 2022, we paid Mr.

Chessman $222,000 for his services to our company.

From April1, 2022 to September 30, 2022, we paid Mr.

Chessman $117,250 for his services to our company.

On November 16, 2022, we entered into an employment agreement with Mr.

Chessman pursuant to which, as of the effective date of October 1, 2022 (the "FC Effective Date"), we have agreed to employ Mr.

Chessman and Mr.

Chessman has agreed to perform such duties as are regularly and customarily performed by the Director of Sales and Operations of a corporation, and any other duties consistent with Mr.

Chessman's position in our company.

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

Chessman $252,000 annually or such other amount as may be determined by our board of directors from time to time, commencing on the FC Effective Date.

On February 20, 2023, we appointed Frank Chessman as our chief executive officer and president and our board of directors increased the salary paid to Mr.

Chessman, effective as February 1, 2023, by $25,000 annually.

In addition, during each of our fiscal years during the term of the employment agreement (beginning with the fiscal year of April 1, 2022 to March 31, 2023 (the "Fiscal 2023"), Mr.

Chessman will be eligible for the following annual bonuses:

(i) up to 50% of Mr.

Chessman's salary, with the exact amount of the bonus to be determined within 30 days of the end of each fiscal year by the compensation committee of our board of directors, based upon 90% of Mr.

Chessman's performance during the immediately preceding fiscal year as measured by certain key performance indicators (the "KPIs"), and 10% upon the discretion of the compensation committee.

During the term of the employment agreement, these KPIs (i) will be updated within 30 days of the end of each fiscal year, with the first update being April 30, 2023;

and (ii) will be set and established in the sole discretion of the compensation committee of our board of directors.

However, the KPIs for the Fiscal 2023 will be for the period from October 1, 2022 through March 31, 2023 due to Mr.

Chessman's start date and transition time required.

In addition, Mr.

Chessman 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 or if Mr.

Chessman elects to remain on his current insurance coverage, we agreed to reimburse Mr.

Chessman for the actual cost of any such plans obtained privately for Mr.

Chessman and his spouse.

We have also agreed to (i) provide Mr.

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

and (ii) reimburse Mr.

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

Chessman 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 two consecutive weeks of paid time off.

The initial term of the employment agreement is two years from the FC Effective Date and, on the second anniversary of the FC Effective Date 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.

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

Chessman resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause and Mr.

Chessman signs a broad-based general release in favor of our company (the "FC Release"), then we have agreed to pay Mr.

Chessman severance in an amount equal to the 12 months' salary.

We may terminate Mr.

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

Chessman written notice of termination.

In such a case, provided that Mr.

Chessman signs the FC Release, we have agreed to pay Mr.

Chessman severance in an amount equal to the 12 months' salary.

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

Chessman'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.

Chessman's employment will automatically terminate on his death.

In the event Mr.

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

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

Chessman (or in the event of Mr.

Chessman's death, Mr.

Chessman'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 the Plan and the award agreement.

In the event Mr.

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

Chessman the severance referred to above.

We may terminate Mr.

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

Chessman written notice of termination.

In the event that Mr.

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

Chessman 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.

Chessman by our company as of the date of termination, except for any awards under our 2020 Equity Incentive Plan will be dealt with in accordance with our 2020 Equity Incentive Plan and award agreement.

Provided that Mr.

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

Chessman (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.

Chessman has agreed to indemnify and save harmless our company against, and has agreed 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 breach 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 have agreed that Mr.

Chessman 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.

Restricted Awards and Stock Options

On April 3, 2020, we granted 20,000 stock options to Mr.

Chessman under our 2018 Stock Option Plan.

The stock options are exercisable at the exercise price of $7.95 per share until April 2, 2030.

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 April 30, 2020, we granted an award of 6,667 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan.

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

On March 31, 2021, we granted an award of 6,667 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan.

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

On November 11, 2021, we granted an award of 20,000 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 August 23, 2022, we granted 33,333 stock options to Mr.

The stock options are exercisable at the exercise price of $7.65 per share until August 23, 2032.

The stock options vests as to 50% on each of the first and second one-year anniversary of the date of grant.

On November 16, 2022, we granted an award of 33,333 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan.

These shares vested as to 50% on the date of grant and 50% on the six-month anniversary of the date of grant.

On November 16, 2022, we granted 25,000 stock options to Mr.

Chessman under our 2020 Equity Incentive Plan.

The stock options are exercisable at the exercise price of $3.75 per share until November 16, 2032.

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

Prior to the entry into the employment agreement with David Guarino, effective as of October 1, 2022, we paid David A.

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

On November 16, 2022, we entered into an employment agreement with Mr.

Guarino, pursuant to which, as of the effective date of October 1, 2022 (the "DG Effective Date"), we have agreed to employ Mr.

Guarino and Mr.

Guarino has agreed to perform such duties as are regularly and customarily performed by the chief financial officer of a corporation, and any other duties consistent with Mr.

Guarino's position in our company.

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

Guarino $252,000 annually or such other amount as may be determined by our board of directors from time to time, commencing on the DG Effective Date.

In addition, during each of our fiscal years during the term of the employment agreement (beginning with the Fiscal 2023, Mr.

Guarino will be eligible for the following annual bonuses:

(i) up to 50% of Mr.

Guarino's salary, with the exact amount of the bonus to be determined within 30 days of the end of each fiscal year by the compensation committee of our board of directors, based upon 90% of Mr.

Guarino's performance during the immediately preceding fiscal year as measured by certain key performance indicators (the "KPIs"), and 10% upon the discretion of the compensation committee.

During the term of the employment agreement, these KPIs (i) will be updated within 30 days of the end of each fiscal year, with the first update being April 30, 2023;

and (ii) will be set and established in the sole discretion of the compensation committee of our board of directors.

However, the KPIs for the Fiscal 2023 will be for the period from October 1, 2022 through March 31, 2023 due to Mr.

Guarino's start date and transition time required.

In addition, Mr.

Guarino 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 or if Mr.

Guarino elects to remain on his current insurance coverage, we agreed to reimburse Mr.

Guarino for the actual cost of any such plans obtained privately for Mr.

Guarino and his spouse.

We have also agreed to (i) provide Mr.

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

and (ii) reimburse Mr.

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

Guarino 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 two consecutive weeks of paid time off.

The initial term of the employment agreement is two years from the DG Effective Date and, on the second anniversary of the DG Effective Date 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.

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

Guarino resigns from his employment relationship with our company or our company terminates his employment agreement for any reason other than for just cause and Mr.

Guarino signs a broad based general release in favor of our company (the "DG Release "), then we have agreed to pay Mr.

Guarino severance in an amount equal to the 12 months' salary.

We may terminate Mr.

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

Guarino written notice of termination.

In such a case, provided that Mr.

Guarino signs the DG Release, we have agreed to pay Mr.

Guarino severance in an amount equal to the 12 months' salary.

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

Guarino'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.

Guarino's employment will automatically terminate on his death.

In the event Mr.

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

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

Guarino (or in the event of Mr.

Guarino's death, Mr.

Guarino'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 the Plan and the award agreement.

In the event Mr.

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

Guarino the severance referred to above.

We may terminate Mr.

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

Guarino written notice of termination.

In the event that Mr.

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

Guarino 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.

Guarino by our company as of the date of termination, except for any awards under our 2020 Equity Incentive Plan will be dealt with in accordance with Our 2020 Equity Incentive Plan and award agreement.

Provided that Mr.

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

Guarino (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:

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.

Guarino has agreed to indemnify and save harmless our company against, and has agreed 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 breach of any warranty, representation or covenant herein by him, other than claims by him pursuant to his employment agreement.

Guarino 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.

Restricted Awards and Stock Options

On April 3, 2020, we granted 10,000 stock options to Mr.

The stock options are exercisable at the exercise price of $7.95 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 6,667 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan.

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

On March 31, 2021, we granted 13,333 stock options to Mr.

The stock options are exercisable at the exercise price of $16.35 per share until March 31, 2031.

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 6,667 shares of our common stock to Mr.

We granted these shares as "restricted awards" under our 2020 Equity Incentive Plan.

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

On November 11, 2021, we granted an award of 20,000 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 March 31, 2022, we granted an award of 6,667 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on March 31, 2022 upon vesting.

On August 23, 2022, we granted 16,667 stock options to Mr.

The stock options are exercisable at the exercise price of $7.65 per share until March 31, 2031.

The stock options vest 50% on August 23, 2023 and 50% vest on August 23, 2024.

On November 16, 2022, we granted an award of 8,333 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on November 16, 2022 upon vesting.

On November 16, 2022, we granted 6,667 stock options to Mr.

The stock options are exercisable at the exercise price of $3.75 per share until March 31, 2031.

The stock options vest 50% vest on November 16, 2023 and 50% vest on November 16, 2024.

Frank Lazaran

On July 29, 2022, we entered into an employment agreement with Frank Lazaran, our president, chief executive officer and director, pursuant to which, as of the effective date of June 3, 2022 (the "FL Effective Date"), we have agreed to employ Mr.

Lazaran and Mr.

Lazaran have 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.

Lazaran's position in our company.

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

Lazaran $275,000 annually or such other amount as may be determined by our board of directors from time to time, commencing on the FG Effective Date.

Effective February 20, 2023, Frank Lazaran resigned as our chief executive officer and president and our employment agreement with Mr.

Lazaran was terminated.

In addition, Mr.

Lazaran 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 or if Mr.

Lazaran elected to remain on his current insurance coverage, we agreed to reimburse Mr.

Lazaran for the actual cost of any such plans obtained privately for Mr.

Lazaran and his spouse.

We also agreed to (i) provide Mr.

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

and (ii) reimburse Mr.

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

Lazaran 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.

Restricted Awards and Stock Options

On March 31, 2022, we granted an award of 1,667 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on March 31, 2022 upon vesting.

On April 20, 2022, we granted an award of 556 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on March 31, 2022 upon vesting.

On July 29, 2022, we granted an award of 33,333 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on July 29, 2022 upon vesting.

On July 29, 2022, we granted 66,667 stock options to Mr.

The stock options are exercisable at the exercise price of $6.42 per share until March 31, 2031.

The stock options vest 50% on July 29, 2023 and 50% vest on July 29, 2024.

On November 16, 2022, we granted an award of 16,667 shares of our common stock to Mr.

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

These shares were granted as a restricted award under the 2020 Equity Incentive Plan and issued on November 16, 2022 upon vesting.

On November 16, 2022, we granted 11,667 stock options to Mr.

The stock options are exercisable at the exercise price of $3.75 per share until March 31, 2031.

The stock options vest 50% on November 16, 2023 and 50% vest on November 16, 2024.

Employment Agreement with Richard A.

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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 three consecutive weeks of paid time off.

Wright was entitled 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.

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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;

(1) a single payment of $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 ").

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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.

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 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 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 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 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

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

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.

Other than as 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

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of March 31, 2023:

Option awards

unexercisable

Option awards Stock awards

un-exercisable

unearned shares,

April 3, 2030

March 31, 2031

April 3, 2030

March 31, 2031

Frank Chessman Nil 16,400 Nil $7.80 October 07, 2023 Nil Nil Nil Nil

Nil 20,000 Nil $7.95 April 2, 2030 Nil Nil Nil Nil

Nil 13,333 Nil $16.35 March 31, 2031 Nil Nil Nil Nil

Nil 33,333 Nil $7.65 August 23, 2032 Nil Nil Nil Nil

Nil 25,000 25,000 $3.75 November 16, 2032 25,000 Nil Nil Nil

Guarino Nil 10,000

Nil $7.95 April 2, 2030 Nil Nil

Nil 13,333 Nil $16.35 March 31, 2031 Nil Nil Nil Nil

Nil 16,666 Nil $7.65 August 23, 2032 16,666 Nil Nil Nil

Nil 6,666 Nil $3.75 November 16, 2032 6,666 Nil Nil Nil

Frank Lazaran Nil 6,666 3,333 $7.95 April 2, 2030 3,333 Nil Nil Nil

Nil 3,333 3,333 $16.35 March 31, 2031 3,333 Nil Nil Nil

Nil 66,666 66,666 $6.42 July 29, 2032 66,666 Nil Nil Nil

Nil 11,666 11,666 $3.75 November 16, 2032 11,666 Nil Nil Nil

Wright Nil 16,667 Nil $7.95 April 2, 2030 Nil Nil Nil Nil

Nil 16,667 Nil $16.35 March 31, 2031 Nil Nil Nil Nil

Compensation of Directors

The particulars of compensation paid to our directors who are not named executive officers for the fiscal year ended March 31, 2023 are set out in the following director compensation table:

Frank Lazaran

102,700 ( 4 )

($) Non-Equity

($) Nonqualified

Aaron Keay (9) 30,000 (2) 187,500 (1) Nil Nil Nil Nil 217,500

Brian Sudano Nil 25,000 ( 3 ) 45,000 ( 4 ) Nil Nil Nil 70,000

David Rauch (10) Nil 25,000 ( 5 ) 22,000 ( 6 ) Nil Nil Nil 47,000

Ronald DaVella (11) Nil 16,000 ( 7 ) 16,000 (8) Nil Nil Nil 32,000

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

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

Reflects the issuance of 750,000 pre-split shares of our common stock as "restricted awards" effective November 16, 2022 (valued at $187,500).

(2) Consists of director fees.

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

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

Reflects the issuance of 100,000 pre-split shares of our common stock as "restricted awards" effective November 16, 2022 (valued at $25,000).

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

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 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 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.

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

Reflects the issuance of 100,000 pre-split option awards effective August 23, 2022 (valued at $45,000).

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

Reflects the issuance of 100,000 pre-split shares of our common stock as "restricted awards" effective November 16, 2022 (valued at $25,000).

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

Reflects the issuance of 100,000 pre-split option awards effective November 16, 2022 (valued at $25,000).

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

Reflects the issuance of 100,000 pre-split shares of our common stock as "restricted awards" effective March 29, 2023 (valued at $16,000).

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

Reflects the issuance of 100,000 pre-split option awards effective March 29, 2032 (valued at $16,000).

(9) Effective March 13, 2023, Aaron Keay resigned as a director of our company and Chairman of our board of directors.

(10) On November 16, 2022, we appointed David Rauch as a director of our company.

(11) On March 17, 2023, we appointed Ronald DaVella as a director of our company.

On August 23, 2022, we granted stock options to purchase an aggregate of 6,667 shares to Brian Sudano, a director of our company.

3,333 of these options will vest on August 23, 2023 and 3,334 of these options will vest on August 23, 2024.

On November 16, 2022, we granted an award of 50,000 shares to Aaron Keay, a former director of our company.

25,000 of these shares vested immediately on November 16, 2022 and 25,000 of these shares vested on May 16, 2023.

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.

These stock options are exercisable at the exercise price of $1.09 per share until March 31, 2031 and 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 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 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 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 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 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 vested on the one-year anniversary of the date of grant.

On November 16, 2022, we granted an award of 6,667 shares to Brian Sudano, a director of our company.

3,333 of these shares vested immediately on November 16, 2022 and 3,334 of these shares vested on May 16, 2023.

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.

On November 16, 2022, we granted an award of 6,667 shares to David Rauch, a director of our company.

3,333 of these shares vested on May 16, 2023 and 3,334 of these shares will vest on November 16, 2023.

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.

On November 16, 2022, we granted stock options to purchase an aggregate of 6,667 shares to David Rauch, a director of our company.

3,333 of these options will vest on November 16, 2023 and 3,334 of these options will vest on November 16, 2024.

On March 29, 2023, we granted an award of 6,667 shares to Ronald DaVella, a director of our company.

3,333 of these shares will vest on September 29, 2023 and 3,334 of these shares will vest on March 29 2024.

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

On March 29, 2023, we granted stock options to purchase an aggregate of 6,667 shares to Ronald DaVella, a director of our company.

3,333 of these options will vest on March 29 2024 and 3,334 of these options will vest on March 29, 2025.

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

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

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.

Na me of Beneficial Owner

Title of Class

The following table sets forth, as of August 15, 2023, 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 Title of Class

Amount and Nature

Ownership (1)

Percentage of

Frank Lazaran

353,332 ( 3 )

2,759,300 (4)

3,600,000 (5 )

225,000 ( 6 )

4,900,000 ( 7 )

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

6,937,632 (8)

Ownership (1) Percentage of

Frank Chessman Common Stock 136,399 (3) 1.3%

Guarino Common Stock 208,952 (4) 2.0%

Frank Lazaran Common Stock 126,331 (5) 1.2%

Brian Sudano Common Stock 26,665 (6) *

Ronald DaVella Common Stock Nil

David Rauch Common Stock 48,666 ( 7 ) *

Wright Common Stock 326,667 (8) 3.1%

All executive officers and directors as a group (6 persons) Common Stock 547,013 (9)

* Less than 1%.

2 unchanged sentences

Common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage ownership of the person holding such option or warrants but are not deemed outstanding for purposes of computing the percentage ownership of any other person.

(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 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.

(2) Percentage of common stock is based on 10,395,805 shares of our common stock issued and outstanding as of August 15, 2023.

(3) Includes 83,066 stock options exercisable within 60 days.

1 unchanged sentence

(5) Includes 43,332 stock options exercisable within 60 days and warrants to purchase 3,333 shares of our common stock.

(6) Includes 13,332 stock options exercisable within 60 days.

(7) Consists of 3,333 shares of our common stock held directly, 5,334 shares of our common stock held by David and Julie Rauch Trust, 26,666 shares of our common stock that may be issued upon conversion of shares of our Series E Preferred Stock held by David and Julie Rauch Trust and 13,333 shares of our common stock that may be issued upon exercise of common stock purchase warrants that may be issued upon conversion of shares of our Series E Preferred Stock held by David and Julie Rauch Trust.

To our knowledge, David Rauch and Julie Rauch are the only trustees and the only beneficiaries of David and Julie Rauch Trust.

David Rauch has been a director of our company since November 16, 2022.

Julie Rauch is the spouse of David Rauch.

(8) Includes 33,333 stock options exercisable within 60 days.

(9) Includes 171,396 stock options exercisable within 60 days, warrants to purchase 3,333 shares of our common stock, 26,666 shares of our common stock that may be issued upon conversion of shares of our Series E Preferred Stock and 13,333 shares of our common stock that may be issued upon exercise of common stock purchase warrants that may be issued upon conversion of shares of our Series E Preferred Stock.

Changes in Control

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Other than as disclosed below, there has been no transaction, since April 1, 2021, or currently proposed transaction, in which our company was or is to be a participant and the amount involved exceeds $120,000, being the lesser of $120,000 or one percent of the average of our total assets at year end for the last two completed fiscal years, and in which any of the following persons had or will have a direct or indirect material interest:

Any director or executive officer of our company;

Any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;

Any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company;

Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

On February 14, 2018, December 31, 2018 and March 30, 2020, David A.

Guarino, 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 advances 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.

Brian Sudano, a director of our company, 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.

involving 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 $500,000.

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.

(a) Any director or executive officer of our company;

(b) Any person who beneficially owns, directly or indirectly, more than 5% of any class of our voting securities;

(c) Any person who acquired control of our company when it was a shell company or any person that is part of a group, consisting of two or more persons that agreed to act together for the purpose of acquiring, holding, voting or disposing of our common stock, that acquired control of our company when it was a shell company;

(d) Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

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.

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Compensation for Named Executive Officers and Directors

For information regarding compensation for our named executive officers and directors, see "Executive Compensation".

On November 11, 2021, we granted an award of 3,333 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 26,667 shares of our common stock to Aaron Keay, a former director of our company.

These shares vested on January 15, 2022.

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

For additional information regarding compensation for our named executive officers and directors, see "Executive Compensation".

Director Independence

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

Guarino, Aaron Keay and Brian Sudano.

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

Guarino, Ronald DaVella, David Rauch, 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 two independent directors, Aaron Keay and Brian Sudano.

Using this definition of independent director, we have three independent directors, David Rauch, Ronald DaVella, and Brian Sudano.

PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the fees billed to our company for the years ended March 31, 2023 and 2022 for professional services rendered by Prager Metis CPAs, LLC:

Fees 2023 2022

Audit Fees $ 248,140 135,000

Audit Related Fees 6,500 -

Other Fees 39,265

Other fees for the years ended March 31, 2023 and 2022 were for quarterly reviews, consents for registration statements and comfort letters.

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EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Number Description

(3) Articles of Incorporation and Bylaws

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3.15 Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on May 19, 2021)

3.16 Certificate of Designation (incorporated by reference from our Current Report on Form 8-K, filed on November 23, 2022)

3.17 Certificate of Change (incorporated by reference from our Current Report on Form 8-K, filed on April 5, 2023)

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

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

10.64 Employment Agreement dated July 29, 2022 with Frank Lazaran (incorporated by reference from our Quarterly Report on Form 10-Q filed on August 15, 2022)

10.65 Employment Agreement dated as of November 16, 2022 with David Guarino (incorporated by reference from our Current Report on Form 8-K filed on November 17, 2022)

10.66 Employment Agreement dated as of November 16, 2022 with Frank Chessman (incorporated by reference from our Quarterly Report on Form 10-Q filed on February 28, 2023)

(14) Code of Ethics

Code of Ethics and Business Conduct

14.1 Code of Ethics and Business Conduct (incorporated by reference from our Annual Report on Form 10-K filed on July 14, 2022)

(21) Subsidiaries

21.1* Subsidiaries of The Alkaline Water Company Inc.

A88 Infused Beverage Division Inc., a Nevada corporation

A88 International, Inc., a Nevada corporation

A88 Infused Products Inc., a Nevada corporation

The Clean Beverage Company Inc., a Nevada corporation

AWC Acquisition Company Inc., a Nevada corporation

Alkaline 88, LLC, an Arizona limited liability company

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(101) Interactive Data File

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

101.INS* 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

101.SCH* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

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The Alkaline Water Company Inc.

/s/ Frank Lazaran

Frank Lazaran

President, Chief Executive Officer and Director

/s/ Frank Chessman

Frank Chessman

President and Chief Executive Officer

(Principal Executive Officer)

July 14, 2022

August 16 , 2023

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/ Frank Lazaran

Frank Lazaran

President, Chief Executive Officer and Director

/s/ Frank Chessman

Frank Chessman

President and Chief Executive Officer

(Principal Executive Officer)

July 14, 2022

August 16 , 2023

Chief Financial Officer, Treasurer and Director

(Principal Financial Officer and Principal Accounting

July 14, 2022

/s/ Aaron Keay

July 14, 2022

August 16, 2023

/s/ Frank Lazaran

Frank Lazaran

August 16, 2023

/s/ Brian Sudano

July 14, 2022

August 16, 2023

/s/ David Rauch

August 16, 2023

/s/ Ronald DaVella

Ronald DaVella

August 16, 2023

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