Item 1A. Risk Factors.
You should carefully consider the risks described
below as well as other information provided to you in this document, including information in the section of this document entitled “Cautionary
Note Concerning Forward Looking Statements.” If any of the following risks actually occur, the Company’s business, financial
condition or results of operations could be materially adversely affected, the value of the Company’s Common Stock could decline,
and you may lose all or part of your investment.
RISKS RELATED TO OUR BUSINESS
Risks Related to our Financial Condition
Our auditors have included an explanatory paragraph
in their opinion regarding our ability to continue as a going concern. If we are unable to continue as a going concern, our stockholders
will lose all or some of their investments.
Rose, Snyder & Jacobs LLP, our independent registered
public accounting firm for the fiscal year ended December 31, 2025, has included an explanatory paragraph in their opinion that accompanies
our audited consolidated financial statements as of and for the year ended December 31, 2025, indicating that our current liquidity position
raises substantial doubt about our ability to continue as a going concern. If we are unable to improve our liquidity position, we may
not be able to continue as a going concern. This has continued as of the date of this Report.
We have sustained recurring losses and we have had
working capital and stockholders’ equity deficits. These prior losses and expected future losses have had, and will continue to
have, an adverse effect on our financial condition. In addition, continued operations and our ability to continue as a going concern may
be dependent on our ability to obtain additional financing in the near future and thereafter, and there are no assurances that such financing
will be available to us at all or will be available in sufficient amounts or on reasonable terms. Our financial statements do not include
any adjustments that may result from the outcome of this uncertainty. If we are unable to generate additional funds in the future through
sales of our products, financing or from other sources or transactions, we will exhaust our resources and will be unable to continue operations.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern for the next 12 months.
In order to continue and fund its operations, the
Company will be required to obtain additional resources through sales and issuances of equity to successfully execute its business plans
and keep the Common Stock listed on the NYSE American. No assurances can be given the Company will be successful in raising additional
capital, if needed, or on acceptable terms. Sales of Common Stock or Common Stock equivalents would have the effect of diluting existing
stockholders. If we are unable to raise the necessary capital on favorable terms, within the timeframes needed or at all, we could be
forced to cease operations, and you could lose all or some of your investment.
Because we lack the required $6 million of minimum
stockholders’ equity currently as well at December 31, 2025, our Common Stock may be delisted by the NYSE American.
On April 7, 2025, the NYSE American notified the Company
that as a result of its failure to comply with the applicable continued listing rules including maintaining the required minimum stockholders’
equity, it determined to commence proceedings to delist the Company’s Common Stock from the exchange. The Company appealed the determination.
5
On June 25, 2025, we acquired our Water Assets by
issuing the Seller shares of our Series C Convertible Preferred Stock. The Series C contains a stated value of $20 million. Under Generally
Accepted Accounting Principles, we accounted for this issuance by including $20 million of non-current assets on our balance sheet. On
April 14, 2026, the Company rescinded the transaction and canceled the Series C in accordance with the provisions of the Asset Purchase
Agreement, effective December 31, 2025. If we can complete the acquisition of Medterra, we expect we will have stockholders’ equity
substantially above the $6 million minimum requirement. We cannot assure you that we will complete the acquisition of Medterra or that
the NYSE American will permit our Common Stock to remain listed both prior to the planned closing and after the closing of the Medterra
acquisition.
Because we lack the capital to acquire inventory
and market our products, we have generated no revenue in 2025 after the three months ended March 31, 2025, making our ability to remain
in operation more difficult, and there are substantial doubts as to our ability to continue as a going concern.
As reflected in this the consolidated financial statements
contained in this Report, we had only $442,732 in net revenues for the year ended December 31, 2025. In fact, we
did not generate any revenue in fiscal year 2025 after the three months ended March of 2025 due to a lack of operating capital
which has hindered the Company’s ability to generate sales since that time. In order to generate material revenue, we estimate requiring
at least $2,000,000 of working capital in order to acquire inventory and re-commence minimal operations. This does not include our plans
for the Chispo tequila business which will require substantial additional capital. Specifically, management estimates needing approximately
$500,000 to achieve its full year goals. In addition, we need approximately $3 million in working capital to grow our business, pay our
current management, including benefits, an accounting consultant and the public company costs we are required to pay.
We have also entered into the Letter of Intent with Medterra contemplating
a potential business combination with that entity. Assuming we enter into a definitive Agreement with Medterra and close the acquisition,
we expect we will need approximately $10,000,000 to pay its indebtedness and the income taxes of Medterra’s investors and are working
with capital partners and investors to attempt to raise an additional $25,000,000 at or subsequent to the closing of the proposed transaction
to expand Medterra’s existing operations and sales inclusive of their participation in the recently launched federal CMS pilot program,
additional working capital, and reserves. See “Risk Factors - Risks Related to. Our Business.”
Our lack of cash resources has prevented us from carrying
on our commercialization activities. In addition, our lack of working capital has prevented us from marketing our products. Further, even
if we can access the necessary capital, the Company must determine whether and what extent to invest such capital into various aspects
of our business, including recommencing sales of beverage products, and we may be unsuccessful in developing and executing a business
plan in this regard. Unless we raise enough money to not only pay our ongoing general and administrative expenses but also market our
products and purchase inventory, we will not be able to remain operational.
We have experienced recurring losses from operations
and negative cash flows from operating activities and anticipate that we will continue to incur significant operating losses before reaching
profitability.
We have experienced recurring losses from operations and negative cash flows
from operating activities. We expect to continue to incur significant expenses related to our ongoing operations and generate operating
losses for the foreseeable future. The size of our losses will depend, in part, on the rate of future expenditures, our ability to execute
our business plan and our ability to generate revenues. We incurred a net loss from continuing operations of approximately $25.2
million including $14.2 million of non-cash items for the year ended December 31, 2025.
We may encounter unforeseen expenses, difficulties,
complications, delays, and other unknown factors that may adversely affect our financial condition. Our prior losses and expected future
losses have had, and will continue to have, an adverse effect on our financial condition. If our products do not achieve sufficient market
acceptance and we do not generate significant revenues, we may never become profitable. Even if we achieve profitability in the future,
for which we can provide no assurance, we may not be able to sustain profitability in subsequent periods. Our failure to become and remain
profitable would decrease the value of our company and could impair our ability to raise capital, expand our business, diversify our product
offerings or continue our operations. A decline in the value of our Company could cause you to lose all or part of your investment.
6
We may become subject to litigation in connection
with our cancellation of the Series C that we had previously issued under the Asset Purchase Agreement related to certain water assets.
Following the cancellation of
the Series C that we had previously issued to the Seller under the Asset Purchase Agreement related to certain water assets located in
Costa Rica, the Seller may determine to sue us challenging our position with respect to such cancellation. Specifically, Section 1.04
of the Asset Purchase Agreement required the Seller to deliver the water assets by December 31, 2025 or pay the Company $20 million
in cash, and further stated that failure to deliver either the water assets or the $20 million by December 31, 2025 rendered the
Series C to be “null, void, and of no further force or effect.” As a result, the Company cancelled the Series C effective
December 31, 2025. While the Company believes that it has adequate evidence demonstrating that the Seller failed to comply with either
requirement, the Seller may nonetheless seek to sue the Company claiming that the Company was not entitled to cancel the Series C. Any
resulting litigation which may arise from the foregoing could require us to incur significant costs and expenses, subject us to uncertainty
with respect to our outstanding capital stock and any potential future transactions (including the potential business combination with
Medterra), and divert our limited personnel and resources away from operational matters and strategic initiatives.
Risks Related to our
Business
If we are unable to enter
into a definitive agreement and close an acquisition of Medterra following our entry into a non-binding Letter of Intent on March 4, 2026
as described elsewhere in this Report, the Company and its stockholders will not receive the anticipated and intended benefits of such
acquisition, and the Company would be forced to pursue alternative acquisitions or strategic transactions.
As disclosed elsewhere in this Report, we recently
entered into a Letter of Intent with Medterra, a leading manufacturer and multi-brand operator of cannabinoid wellness products. Pursuant
to the Letter, the parties agreed in principal on the terms of a potential business combination between Medterra and the Company, subject
to due diligence and execution of a definitive written agreement and other applicable agreements, receipt of the 2025, audited financial
statements of Medterra and customary closing conditions. In addition, the Company needs approximately $10.4 million of cash to close the
transaction. The proposed terms for the transaction represent an enterprise value of Medterra of $37.6 million or the issuance of approximately
54,400,000 shares of Common Stock, which assumes repayment of its outstanding debt. This would represent substantial dilution to the Company’s
existing stockholders.
While the closing of the
acquisition would result in us becoming the parent holding company of a leading manufacturer and seller of cannabinoid products, the closing
may not occur, including due to regulatory challenges arising from cannabis laws and the NYSE American requirements, our ability to raise
the necessary cash and negotiate the definitive agreement, due diligence, the appearance of a competitive bid from another prospective
purchaser, or the seller’s inability to maintain its operations for a sufficient time to allow the transaction to close, and other
events and requirements that may not occur on favorable terms or at all and subject any potential transaction to substantial uncertainty.
The Letter is non-exclusive and does not provide us with any recourse if Medterra were to decline to move forward with a transaction with
us. The Letter also envisions us being required to raise a substantial amount of additional capital shortly following the closing of the
business combination, which would further dilute our existing stockholders and could subject us to onerous terms that harm our ability
to operate or pursue strategic transactions and alternatives. Even if we do acquire Medterra and raise the necessary capital to fund post-transaction
operations in the future, there can be no assurance that such a development will yield the intended or expected benefits, result in sustained
increases in prices and or volume of trading in our Common Stock, or otherwise create a meaningful return on investment or value to our
stockholders.
Further, if we fail to enter
into a definitive written agreement or a business combination does not close, all of the time and capital resources expended by the Company
in such pursuit of such a transaction may be lost and unrecoverable by the Company or its stockholders. Unanticipated issues which may
be beyond our control or that of the seller may arise that force us to suspend our pursuit of the target, including those referred to
elsewhere herein. Such risks are inherent in any search for a new business and investors should be aware of them before investing in an
enterprise such as ours.
Our strategic initiatives
including acquisitions and divestitures may not be successful and may divert our management’s attention away from operations, and
could create general customer uncertainty.
We have begun to explore
strategic alternatives to our beverage business. Our growth strategy is based in part on growth through strategic initiatives including
both acquisitions and divestitures of brands and assets, which poses a number of risks. We may not be successful in identifying appropriate
acquisition candidates, achieving targeted values as part of a disposition, consummating an acquisition or divestiture on satisfactory
terms, integrating any newly acquired or expanded business with our current operations, or separating a divested business or commingled
operation effectively. We may issue additional equity, incur long-term or short-term indebtedness, spend cash or use a combination of
these for all or part of the consideration paid in future acquisitions or expansion of our operations, which may not be available to us
on terms we find advantageous or acceptable, if at all. In addition, subject to any requirements in the agreements governing our outstanding
indebtedness, we may have significant discretion in how we employ the consideration received in a divestiture and our management may not
apply such consideration in a way that is ultimately accretive to our business.
7
The execution of our strategic
initiatives will likely entail incurring goodwill assets or repositioning or similar actions that in turn require us to record impairments,
restructuring and other charges. Any such charges would result in additional expense. We cannot guarantee that any future business acquisitions
or divestitures will be pursued or that any acquisitions or divestitures that are pursued will be consummated.
Additionally, any acquisition
or disposition (including the successful integration and separation of operations, products and personnel) may place a significant burden
on our management and other internal resources. The diversion of management’s attention, and any difficulties encountered in such
a process, could harm our business, financial condition, and operating results.
If we fail to successfully integrate acquired assets
or businesses, or if integrated, failure to further the Company’s business strategy, may result in the Company’s inability
to realize any benefit from such acquisition or other adverse consequences.
As disclosed above under “Business-Letter of Intent”, we are in
discussions concerning a potential acquisition of Medterra contemplated by the Letter of Intent with that entity. Unidentified liabilities
or other issues may arise with respect to the businesses and assets we have acquired or may in the future acquire, which could expose
us to litigation, unexpected costs, regulatory actions and other negative events that could materially harm our business and financial
condition. Further, we intend for = any such acquisitions to be a critical part of our business plan moving forward, subject to accessing
the necessary capital, and such acquisitions may not yield the benefits expected or desired for our business.
In addition, even if we can access the necessary capital,
we may face challenges in integrating and utilizing any acquired business or assets, particularly given any such undertaking will require
the investment of resources to monetize and integrate into our other operations. Even if we can access the necessary capital to further
these efforts we may be unable to effectively manage these efforts without incurring extensive additional costs or at all. This would
put a further strain on our already limited personnel and resources. Further, the long-term commercial success of any such undertaking
will depend on our ability to timely and in a cost-effective manner pursue and develop an infrastructure and network to obtain and distribute
products in high quantities and in compliance with applicable regulatory and commercial requirements. If we are unsuccessful in navigating
these challenges with respect to any acquired business or assets, it could fail to result in benefits to our Company, and we could be
materially adversely affected by any of the foregoing events.
In general, the consummation and integration of any
acquired business or assets into the Company may be complex and time-consuming and, if such businesses and assets are not successfully
integrated, the Company may not achieve the anticipated benefits, cost-savings or growth opportunities. Furthermore, these acquisitions
and other arrangements, even if successfully integrated, may fail to further the Company’s business strategy as anticipated, expose
the Company to increased competition or other challenges with respect to the Company’s products or geographic markets, and expose
the Company to additional liabilities associated with an acquired business, technology or other asset or arrangement. There are no guarantees
that the Company will successfully consummate such acquisitions, and even if the Company consummates such acquisitions, the procurement
of applications for licenses required to sell or distribute related products may never result in the grant of a license by any state or
local governmental or regulatory agency and the transfer of any rights to licenses may never be approved by the applicable federal, state
and/or local governmental or regulatory agency.
Demand for our products
may be adversely affected by changes in consumer preferences or any inability on our part to innovate, market or distribute our products
effectively, and any significant reduction in demand could adversely affect our business, financial condition or results of operations.
We aim to sell beverages comprised of a number of
unique brands with reputations and consumer imagery that have been built over time. Our investments in marketing as well as our strong
commitment to product quality are intended to have a favorable impact on brand image and consumer preferences. If we do not adequately
anticipate and react to changing demographics, consumer and economic trends, health concerns and product preferences, our financial results
could be adversely affected.
8
Additionally, failure to introduce new brands, products
or product extensions into the marketplace as current ones mature and to meet the changing preferences of consumers could prevent us from
gaining market share and achieving long-term profitability. Product lifecycles can vary, and consumer preferences and loyalties change
over time. Although we try to anticipate these shifts and innovate new products to introduce to our consumers, we may not succeed. Consumer
preferences also are affected by factors other than taste, such as health and nutrition considerations and obesity concerns, shifting
consumer needs, changes in consumer lifestyles, increased consumer information and competitive product and pricing pressures. Sales of
our products may be adversely affected by negative publicity associated with these issues. If we do not adequately anticipate or adjust
to respond to these and other changes in consumer preferences, we may not be able to maintain and grow our brand images, and our sales
may be adversely affected.
Volatility in the price or availability of the
inputs we depend on, including raw materials, packaging, energy and labor, could adversely impact our financial results.
The principal raw materials we use include glass bottles,
aluminum cans, polyethylene terephthalate, fiber-board, labels and cardboard cartons, flavorings and sweeteners. These component and ingredient
costs are subject to fluctuation and environmental regulation. If there were to be substantial increases in the prices of these products,
to the extent that they cannot be recouped through increases in the prices of finished beverage products, it would increase our operating
costs. If our supply of these raw materials is impaired or if prices increase significantly due to tariffs or any other reason, it could
affect the affordability of our products and reduce revenues.
If we are unable to secure sufficient ingredients
or raw materials including glass, sugar, and other key supplies at acceptable prices, within a reasonable timeframe, at the locations
needed or in general, we might not be able to satisfy demand on a short-term basis.
International trade developments, including tariffs
and geopolitical conflicts, could adversely impact our business.
International trade developments, including heightened
tariffs imposed by the United States under the Trump Administration on goods imported from various countries, tariffs imposed by foreign
countries in retaliation, and litigation and uncertainties surrounding these developments, could adversely impact our business. Further,
geopolitical conflicts such as the conflict with Iran and its proxies have had and are expected to continue to have an adverse impact
on supply chains and the costs of purchasing and transporting goods. We and third parties on which we depend source various supplies used
in our products from foreign countries, and tariffs and other international trade developments could therefore result in inflationary
pressures that directly impact our costs for manufacturing and marketing products. These developments could also adversely impact global
supply chains which could further increase costs for us and/or delay delivery of key inventories and supplies.
Significant new or increased tariffs, import and excise
duties, or other taxes on or impacting beverage products, including raw and packaging materials, such as on imports from Mexico and exports
to countries in which we plan to sell our products such as the United Arab Emirates from which we source many of our supplies for our
products, and any additional retaliatory tariffs imposed by those governments on products imported into the U.S., could have a material
adverse effect on our business, liquidity, financial condition, and results of operations. These developments continue to pose a significant
risk to our business as well as the U.S. and global economies, including by shifting consumer behaviors, inhibiting sales, increasing
costs, causing further economic and supply chain disruptions and inflationary pressures, and reducing economic activity. For example,
if the costs of our products increase, we and our collaborators may be forced to increase the prices at which such products are sold,
which could in turn reduce demand for and sales of those products, thereby negatively impacting our operating results. Alternatively,
the heightened production costs would also have a negative impact on operating results even absent a decline in sales. Further, increases
in the cost of oil and other resources used in the production and transportation of products could have a material adverse effect on the
acquisition and use of such resources and gross margins.
9
The extent and duration of the tariffs and the resulting
impact on our business and general economic conditions are uncertain and depend on various factors, including negotiations between the
United States and affected countries, the outcome of the United States tariff litigation, the responses of other countries or regions,
exemptions or exclusions that may be granted, availability and cost of alternative sources of supply, and demand for our products in affected
markets. To the extent we need to locate new sources of raw materials and products as a result of tariffs, we may be unable to locate
alternative sources on favorable terms or in the timeframes needed, and actions we may take to adapt to new tariffs or trade restrictions
may force us to modify our operations or forgo business opportunities. Likewise, tariffs and import and export regulations could also
limit the availability of our products, prompt consumers to seek alternative products, and provide an opportunity for competitors not
subject to such tariffs to more effectively compete with us in markets where we conduct our business.
Our business, operations, financial position and
timelines, could be materially adversely affected by government action and geopolitical conflicts.
Following President Trump’s inauguration in
January 2025, certain trends and events have unfolded and continue to evolve and develop which are affecting and have the potential to
further affect the global and United States capital markets and economies, including the inflation caused by the conflict with Iran, the
continued high central bank interest rates, the imposition and threat of tariffs as well as subsequent developments and uncertainties
surrounding tariffs, trade wars among nations and ongoing wars and geopolitical conflicts, and uncertain capital markets with significant
volatility and declines in leading market indexes thus far 2026. The duration and scope of these events and their impact are at best uncertain,
and their continuation may result in negative consequences on the U.S. or global economies.
The impositions of tariffs by the U.S. and any retaliatory
actions by foreign countries, as well as refunds on tariffs following the U.S. Supreme Court’s ruling to strike down certain tariffs,
could contribute to higher inflation and reduced economic activity for a prolonged period of time, thereby delaying any rate reductions
or potentially resulting in rate increases in the future, as well as reduced demand for mortgages. Similarly, the wars in the Middle East
and the Ukraine could also contribute to increased and prolonged inflation including by increasing the price of oil and causing adverse
impacts on supply chains. These uncertainties and developments could result in supply chain issues, higher prices for goods and services
or other adverse consequences on us and our vendors. In addition, these events come with an increased probability for an economic downturn
or recession by making it more difficult for businesses to borrow money and individuals to maintain employment.
These developments follow the increase in interest
rates that began in 2022 as the Federal Reserve in U.S. and central banks in other jurisdictions have sought to combat inflation. While
in the U.S. inflation has declined, the conflict with Iran seems likely to having another inflationary impact. Further many economists
view additional increases in inflation as a likely or possible consequence of these developments. Uncertainty surrounding rising or elevated
prices and concerning the state and prospects for the U.S. and global economies and capital markets in the near term remains and has amplified
due to the factors described above. If inflation does not fall low enough and/or the Federal Reserve declines to reduce interest rates
in the near term, or tariffs and related developments adversely impact the economy, the result could be tipping the U.S. economy into
a recession. In the wake of these events, the U.S. and global capital markets have demonstrated substantial volatility in the first quarter
of 2026, as many investors consider economic outlooks to be uncertain and consider the risk of a recession and a decline in the marketplace
to be increasingly probable or imminent. Ultimately the economy may turn into a recession with uncertain and potentially severe impacts
upon the public capital markets and us. Among the potential consequences could be a substantial decline in stock prices including ours,
a reduction in demand for securities of public companies (which may be more prevalent for smaller companies such as us) and more difficulty
for us to raise capital we need and accessing capital on favorable terms or at all as a result.
As our ability to continue to operate will be dependent
on raising capital, any adverse impact to markets as a result of these developments, including due to increased market volatility, decreased
availability in third-party financing and/or a deterioration in the terms on which it is available (if at all), could negatively impact
our business, results of operations, cash flows, financial condition, and/or prospects. The extent of any potential impact is not yet
determinable, however.
10
We compete in an industry that is brand-conscious,
so brand name recognition and acceptance of our products are critical to our success.
Our business is dependent upon awareness and market
acceptance of our products and brands by our target markets. In addition, our business depends on acceptance by our independent distributors
and retailers of our brands as beverage brands that have the potential to provide incremental sales growth. If we are not successful in
the revitalization and growth of our brand and product offerings, or in maintaining and expanding upon the brands we offer, we may not
achieve and maintain satisfactory levels of acceptance by independent distributors and retail consumers. Any failure of our brands to
maintain or increase acceptance or market penetration would likely have a material adverse effect on our revenues and financial results.
Our brands and brand images are keys to our business
and any inability to maintain a positive brand image could have a material adverse effect on our results of operations.
Our success depends on our ability to develop brand
images for our existing products and effectively build up brand images for new products and brand extensions. We cannot predict whether
our advertising, marketing and promotional programs will have the desired impact on our products’ branding and on consumer preferences.
In addition, negative public relations and product quality issues, whether real or imagined, could tarnish our reputation and images of
the affected brands and could cause consumers to choose other products. Our brand images can also be adversely affected by unfavorable
reports, studies and articles, litigation, or regulatory or other governmental action, whether involving our products or those of our
competitors.
Competition from traditional
and large, well-financed non-alcoholic and alcoholic beverage manufacturers may adversely affect our distribution relationships and may
hinder development of our existing markets, as well as prevent us from expanding our markets.
The beverage industry is highly competitive. We compete
with other beverage companies not only for consumer acceptance but also for shelf space in retail outlets and for marketing focus by distributors,
all of whom also distribute other beverage brands. Our products will compete with a broad range non-alcoholic and alcoholic beverages,
many of which are marketed by companies with substantially greater financial and marketing resources than ours. Management believes that
some of these competitors are placing severe pressure on independent distributors not to carry competitive brands offered by smaller enterprises
such as ours. We will also compete with regional beverage producers and “private label” brands.
Increased competitor consolidations, market-place
competition, particularly among branded beverage products, and competitive product and pricing pressures could impact our earnings, market
share and volume growth. If, due to such pressure or other competitive threats, we are unable to sufficiently maintain or develop our
distribution channels, we may be unable to achieve our current revenue and financial targets. Competition, particularly from companies
with greater financial and marketing resources than ours, could have a material adverse effect on our existing markets, as well as on
our ability to expand the market for our products.
Our reliance on distributors, retailers and brokers
could affect our ability to efficiently and profitably distribute and market our products, maintain our existing markets and expand our
business into other geographic markets.
Our ability to maintain and expand our existing markets
for our products, and to establish markets in new geographic distribution areas, is dependent on our ability to establish and maintain
successful relationships with reliable distributors, retailers and brokers strategically positioned to serve those areas. All of the distributors,
retailers and brokers we have used in the past sell and distribute competing products, including non-alcoholic and alcoholic beverages,
and our products may represent a small portion of their businesses. The success of this network will depend on the performance of the
distributors, retailers and brokers of this network. There is a risk that the mentioned entities may not adequately perform their functions
within the network by, without limitation, failing to distribute to sufficient retailers or positioning our products in localities that
may not be receptive to our product. Further, these third parties could reduce or terminate their relationship with us for any reason
without liability to us. Our ability to incentivize and motivate distributors to manage and sell our products is affected by competition
from other beverage companies, some of which may have greater resources than we do. To the extent that our distributors, retailers and
brokers are distracted from selling our products or do not employ sufficient efforts in managing and selling our products, including re-stocking
the retail shelves with our products, our results of operations could be adversely affected. Furthermore, such third-parties’ financial
position or market share may deteriorate, which could adversely affect our distribution, marketing and sales activities.
11
Our ability to establish and expand our distribution
network and attract additional distributors, retailers and brokers will depend on a number of factors, some of which are outside our control.
Some of these factors include:
We may not be able to successfully manage all or any
of these factors in any of our current or prospective geographic areas of distribution. Our inability to achieve success with regards
to any of these factors in a geographic distribution area will have a material adverse effect on our relationships in that particular
geographic area, thus limiting our ability to maintain or expand our market, which will likely adversely affect our revenues and financial
results.
These third-party service providers and business partners
are also subject to similar risks as we are relating to cybersecurity, privacy violations, business interruption, and systems and employee
failures, and are subject to legal, regulatory and market risks of their own. Our third-party service providers and business partners
may not fulfill their respective commitments and responsibilities in a timely manner and in accordance with the agreed-upon terms. In
addition, while we have procedures in place for selecting and managing our relationships with third-party service providers and other
business partners, we do not have control over their business operations or governance and compliance systems, practices and procedures,
which increases our financial, legal, reputational and operational risk. If we are unable to effectively manage our third-party relationships,
or for any reason our third-party service providers or business partners fail to satisfactorily fulfill their commitments and responsibilities,
our financial results could suffer.
It is difficult to predict the timing and amount
of our sales because our distributors are not required to place minimum orders with us.
Once we re-commence sales, we plan to use independent
distributors who will not be required to place minimum monthly or annual orders for our products. In order to reduce their inventory costs,
independent distributors typically order products from us on a “just in time” basis in quantities and at such times based
on the demand for the products in a particular distribution area. Accordingly, we cannot predict the timing or quantity of purchases by
any of our independent distributors or whether any of our distributors will purchase products from us in the same frequencies and volumes
as they may have done in the past. Additionally, our larger distributors and national partners may make orders that are larger than we
have historically been required to fill. Shortages in inventory levels, supply of raw materials or other key supplies could negatively
affect us including by such distributors and national partners locating competitive brands to meet their demand.
If we do not adequately manage our inventory levels,
our operating results could be adversely affected.
Once we re-commence sales, we will need to maintain
adequate inventory levels to be able to deliver products to distributors on a timely basis. Our inventory supply will depend available
cash and on our ability to correctly estimate demand for our products. Our ability to estimate demand for our products is imprecise, particularly
for new products, seasonal promotions and new markets. If we materially underestimate demand for our products or are unable to maintain
sufficient inventory of raw materials, we might not be able to satisfy demand on a short-term basis. If we overestimate distributor or
retailer demand for our products, we may end up with too much inventory, resulting in higher storage costs, increased trade spend and
the risk of inventory spoilage. Additionally, our maintenance of inventory as needed to meet demand is contingent upon our access to sufficient
capital, and due to our limited liquidity we have in the past and expect to continue in the future to be unable to obtain sufficient inventory
unless and until we can gain access to the necessary capital. These challenges and the related risks will be heightened by recent developments
such as the imposition of tariffs and any impacts thereof on us, the prices of supplies we utilize and the products we sell, delays and
supply chain disruptions, similar factors relating to our vendors, and consumers and their demand for products at varying price points
and quantities. If we fail to manage our inventory to meet demand, we could damage our relationships with our distributors and retailers
and could delay or lose sales opportunities, which would unfavorably impact our future sales and adversely affect our operating results.
In addition, if the inventory of our products held by our distributors and retailers is too high, they will not place orders for additional
products, which would also unfavorably impact our sales and adversely affect our operating results.
12
If we fail to maintain relationships with our independent
contract manufacturers, our business could be harmed.
We do not manufacture tequila but have instead outsourced
the manufacturing process to third-party bottlers and independent contract manufacturers (co-packers). We do not own the plants or the
majority of the equipment required to manufacture and package these brands. Our ability to maintain effective relationships with contract
manufacturers and other third parties for the production and delivery of our beverage products in a particular geographic distribution
area is important to the success of our operations within each distribution area. Our agreements with third parties enable such parties
to terminate our relationship within a relatively short period of time. We may not be able to maintain our relationships with contract
manufacturers or establish satisfactory relationships with new or replacement contract manufacturers, whether in existing or new geographic
distribution areas. The failure to establish and maintain effective relationships with contract manufacturers for a distribution area
could increase our manufacturing costs and thereby materially reduce gross profits from the sale of our products in that area. Poor relations
with any of our contract manufacturers could adversely affect the amount and timing of product delivered to our distributors for resale,
which would in turn adversely affect our revenues and financial condition. In addition, our agreements with our contract manufacturers
are terminable at any time, and any such termination could disrupt our ability to deliver products to our customers.
Further, if third parties on which we depend to manufacture
products increases their prices, we may not be able to secure alternative suppliers, and may not be able to raise the prices of our products
to cover all or even a portion of the increased costs. Also, any failure by these third parties to perform satisfactorily or handle increased
orders, or delays in shipping, could cause us to fail to meet orders for our products, lose sales, incur additional costs and/or expose
us to product quality issues. We are also dependent upon such third parties continued liquidity and factors which affect such third parties
ability to operate including:
● adverse weather event and other acts of God;
● labor uncertainties including the availability of employees;
● environmental compliance;
● foreign exchange exposure;
● quality control;
● political instability;
● contract enforcement;
● intellectual property protection; and
● transportation disruptions.
In turn, this could cause us to lose credibility in
the marketplace and damage our relationships with distributors, ultimately leading to a decline in our business and results of operations.
If we are not able to renegotiate these contracts on acceptable terms or find suitable alternatives, our business, financial condition
or results of operations could be negatively impacted.
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If we experience disruption within our supply chain,
manufacturing or distribution channels, it could have an adverse effect on our business, financial condition and results of operations.
Once we re-commence sales, our ability, through our
suppliers, business partners, manufacturers, independent distributors and retailers, to make, move and sell products is critical to our
success. Damage or disruption to our suppliers or to manufacturing or distribution capabilities due to weather, natural disaster, fire
or explosion, terrorism, pandemics, labor strikes, geopolitical events or other reasons, could impair the manufacture, distribution and
sale of our products. Many of these events are outside of our control. Failure to take adequate steps to protect against or mitigate the
likelihood or potential impact of such events, or to effectively manage such events if they occur, could adversely affect our business,
financial condition and results of operations.
We expect to rely upon our ongoing relationships
with our key flavor suppliers. If we are unable to source our flavors on acceptable terms from our key suppliers, we could suffer disruptions
in our business.
In the past, we have purchased our flavor concentrate
from various flavor concentrate suppliers, and seek to continually develop other sources of flavor concentrate for certain of our products.
Generally, flavor suppliers hold the proprietary rights to their flavor-specific ingredients. Although we have the exclusive rights to
flavor concentrates developed with our current flavor concentrate suppliers, and while we have the rights to the ingredients for our products,
we do not have the list of ingredients for our flavor extracts and concentrates, and in the event of a termination or failure to perform
by these suppliers, we may be unable to obtain these exact flavors or concentrates from alternative suppliers on short notice. If we have
to replace a flavor supplier, we could experience disruptions in our ability to deliver products to our customers, which could have a
material adverse effect on our results of operations.
We are dependent on a distiller in Mexico to provide
us with our finished tequila product. Failure to obtain satisfactory performance from them or a loss of their services could cause us
to lose future sales, incur additional costs, and lose credibility in the marketplace.
The Company estimates that it requires a minimum of
approximately $500,000 of additional capital to begin pursuing its Chispo business strategy beyond the Senior Frog opportunity. If we
can raise sufficient capital to pursue this business strategy, we will depend on a distiller in Jalisco, Mexico for the tequila certification,
production, bottling, labeling, capping and packaging of our finished tequila product. We do not have a written agreement with our distiller
in Mexico obligating it to produce our product. The termination of our relationship with our distiller in Mexico or an adverse change
in the terms of its services could have a negative impact on our business. If our distiller in increases its prices, we may not have alternative
sources of supply at comparable prices and may not be able to raise the prices of our products to cover all, or even a portion, of the
increased costs. In addition, if our distiller in Mexico fails to perform satisfactorily, fails to handle increased orders, or we lose
the services of our distiller in Mexico, along with delays in shipments of products, it could cause us to fail to meet orders, lose sales,
incur additional costs, and/or expose us to product quality issues. In turn, this could cause us to lose credibility in the marketplace
and damage our relationships with our customers and consumers, ultimately leading to a decline in our business and results of operations.
If we are unable to attract and retain key personnel,
our efficiency and operations would be adversely affected; in addition, management turnover causes uncertainties and could harm our business.
Our success depends on our ability to attract and
retain highly qualified employees in such areas as finance, sales, marketing and product development. We compete to hire new employees,
and, in some cases, must train them and develop their skills and competencies. We may not be able to provide our employees with competitive
salaries, and our operating results could be adversely affected by increased costs due to increased competition for employees, higher
employee turnover or increased employee benefit costs. We are dependent on our core management team whose knowledge, experience and connections
in the industry are critical to our operations and business plan. The loss of these individuals or any other key personnel would therefore
have a material adverse effect on our business and ability to operate and compete effectively.
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Further, Robert Nistico, our former Chief Executive
Officer, resigned as Chief Executive Officer (but not as a director) effective November 14, 2025 and William Devereux, our former Chief
Financial Officer, resigned as Chief Financial Officer effective November 30, 2025. Following these resignations, William Meissner, our
President, became our principal executive officer, and we hired Marty Scott as our Interim Chief Financial Officer. We may be unable to
attract, hire our maintain sufficient management-level employees and key personnel within a reasonable timeframe or under favorable terms,
including due to the uncertainties relating to our lack of capital as well as the fierce competition for qualified candidates for such
positions both within our industry and for public companies generally.
Changes to operations, policies and procedures, which
can often occur with the appointment of new personnel, can create uncertainty, may negatively impact our ability to execute quickly and
effectively, and may ultimately be unsuccessful. In addition, management transition periods are often difficult as the new employees gain
detailed knowledge of our operations, and friction can result from changes in strategy and management style. Management turnover inherently
causes some loss of institutional knowledge, which can negatively affect strategy and execution.
Further, to the extent we experience additional management
turnover, our operations, financial condition and employee morale could be negatively impacted. In addition, competition for top management
is high and it may take months to find a candidate that meets our requirements. If we are unable to attract and retain qualified management
personnel, our business could suffer.
If we fail to protect our trademarks and trade
secrets, we may be unable to successfully market our products and compete effectively.
We rely on a combination of trademark and trade secrets,
as well as confidentiality procedures and contractual provisions to protect our intellectual property rights and interests in our operations,
products and processes. Failure to protect or maintain our intellectual property could harm our brand and our reputation, and adversely
affect our ability to compete effectively. Further, enforcing or defending our intellectual property and related rights and interests
could result in the expenditure of significant financial and managerial resources. We regard our intellectual property, particularly our
trademarks and trade secrets to be of considerable value and importance to our business and our success, and we actively pursue the registration
of our trademarks in the United States and internationally. However, the steps taken by us to protect these proprietary rights may not
be adequate and may not prevent third parties from infringing or misappropriating our trademarks, trade secrets or similar proprietary
rights, particularly outside of the United States where intellectual property rights may not be fully enforceable. In addition, other
parties may seek to assert infringement claims against us, and we may have to pursue litigation against other parties to assert our rights.
Any such claim or litigation could be costly. In addition, any event that would jeopardize our proprietary rights or any claims of infringement
by third parties could have a material adverse effect on our ability to market or sell our brands, profitably exploit our products or
recoup our associated costs.
As part of the licensing strategy of our brands, we
enter into licensing agreements under which we grant our licensing partners certain rights to use our trademarks and other designs. Although
our agreements require that the use of our trademarks and designs is subject to our control and approval, any breach of these provisions,
or any other action by any of our licensing partners that is harmful to our brands, goodwill and overall image, could have a material
adverse impact on our business.
If we encounter product recalls or other product
quality issues, our business may suffer.
Product quality issues, real or imagined, or allegations
of product contamination, even when false or unfounded, could tarnish our image and could cause consumers to choose other products. In
addition, because of changing government regulations or implementation thereof, or allegations of product contamination, we may be required
from time to time to recall products entirely or from specific markets. Product recalls could affect our profitability and could negatively
affect brand image.
15
Because our business is subject to many regulations,
noncompliance is costly.
The production, marketing and sale of our beverages,
including contents, labels, caps and containers, are subject to the rules and regulations of various federal, foreign, state and local
health and other agencies. The regulations to which we are subject impose requirements on production, distribution, marketing, advertising
and labelling of products. We are required to comply with these regulations and to maintain various permits and licenses. We will be required
to conduct business only with holders of licenses to import, warehouse, transport, distribute and sell our products. We cannot assure
you that these and other governmental regulations applicable to our industry will not change or become more stringent. Moreover, because
these laws and regulations are subject to interpretation, we may not be able to predict when and to what extent liability may arise. Additionally,
due to increasing public concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism
and health consequences from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on
advertising or other marketing activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations
and requirements relating to our industry and products could result in monetary penalties, suspension or even revocation of our licenses
and permits. Costs of compliance with changes in regulations could be significant and could harm our business, as we could find it necessary
to raise our prices in order to maintain profit margins, which could lower the demand for our products and reduce our sales and increase
our losses.
Also, the distribution of beverage alcohol products
is subject to extensive taxation (at both the federal and state government levels), and beverage alcohol products themselves are the subject
of national import and excise duties in most countries around the world. An increase in taxation or in import or excise duties could also
significantly harm our revenues and margins, both through the reduction of overall consumption and by encouraging consumers to switch
to lower-taxed categories of beverage alcohol.
If a regulatory authority finds that a current or
future product or production batch or “run” is not in compliance with any of these regulations, we may be fined, forced to
recall products, or production may be stopped, which would adversely affect our financial condition and results of operations. Similarly,
any adverse publicity associated with any noncompliance may damage our reputation and our ability to successfully market our products.
Furthermore, the rules and regulations are subject to change from time-to-time, we cannot anticipate whether changes in these rules and
regulations will impact our business adversely. Additional or revised regulatory requirements, whether labeling, environmental, tax or
otherwise, could have a material adverse effect on our financial condition and results of operations.
If we complete the acquisition of Medterra, its CBD
business will face substantial and challenging regulations. Government regulation of cannabinoids remains dynamic, multi-layered,
and complex. The sale of CBD products are influenced by federal law, state legislation, and international regulatory frameworks,
each of which shapes the permissible scope of manufacturing, marketing, labeling, distribution, and sale of such products. If we
acquire Medterra, we will therefore be required to devote significant resources to monitoring regulatory developments and adjusting
operations accordingly and may not be able to achieve the benefits anticipated or sought from such acquisition due to any
adjustments to Medterra’s operations or other adverse developments which may arise from the foregoing.
Government regulations, any changes thereto and/or
any failure by us to comply with these regulations, could adversely affect our business, financial condition and results of operations.
Our business and properties are subject to various
federal, state and local laws and regulations, including those governing the production, packaging, quality, labeling and distribution
of beverage products. In addition, various governmental agencies have enacted or are considering additional taxes on certain non-alcoholic
beverages as well as alcoholic beverages. Further, we are subject to licensing and permitting requirements in the various jurisdictions
in which we conduct business. Changes in existing laws or regulations or any failure by us to fully comply with these varying and evolving
requirements could require us to incur material expenses and negatively affect our financial results, including through lower sales, higher
costs negative publicity and other adverse consequences.
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Moreover, because these laws and regulations are subject
to interpretation, we may not be able to predict when, and to what extent, liability may arise. Additionally, due to increasing public
concern over alcohol-related societal problems, including driving while intoxicated, underage drinking, alcoholism and health consequences
from the abuse of alcohol, various levels of government may seek to impose additional restrictions or limits on advertising or other marketing
activities promoting beverage alcohol products. Failure to comply with any of the current or future regulations and requirements relating
to our industry and products, could result in monetary penalties, suspension or even revocation of our licenses and permits. Costs of
compliance with changes in regulations could be significant and could harm our business, as we may find it necessary to raise our prices
in order to maintain profit margins, which could lower the demand for our products and reduce our sales and profit potential.
In addition, the distribution of beverage alcohol
products is subject to extensive taxation both in the United States and internationally (and, in the United States, at both the federal
and state government levels), and beverage alcohol products themselves are the subject of national import and excise duties in most countries
around the world. An increase in taxation or in import or excise duties could also significantly harm our revenue and margins, both through
the reduction of overall consumption and by encouraging consumers to switch to lower-taxed categories of beverage alcohol.
We will be exposed to
product liability or other related liabilities which could have significant negative financial repercussions on our solvency.
Although we maintain general
liability insurance and take certain other measures in an effort to reduce the risk of liabilities, these measures may not be sufficient
for us to successfully avoid or limit product liability or other related liabilities. The Company has not generated any revenue since
March 2025, and it does not currently carry product liability insurance. The Company intends to acquire product liability insurance prior
to shipping any products, but may not have the capital to do so. Further, any contractual indemnification and insurance coverage we have
in the future from parties supplying our products is limited, as a practical matter, to the creditworthiness of the indemnifying party
and the insured limits of any insurance provided by these suppliers. Extensive product liability claims could be costly to defend and/or
costly to resolve and could harm our reputation or business, and we may face uninsured or underinsured claims and liabilities due to the
factors described above.
We could face issues including
the risk of contamination of our products and/or counterfeit or confusingly similar products.
The success of our brands
depends upon the positive image that consumers have of them. Contamination, whether arising accidentally or through deliberate third-party
action, or other events that harm the integrity or consumer support for our brands, could affect the demand for our products. Contaminants
in raw materials purchased from third parties and used in the production of our products or defects in the production processes, including
third party manufacturers on which we rely and over which we lack control, could lead to low beverage quality, as well as illness among,
or injury to, consumers of our products and could result in reduced sales of the affected brand or all of our brands and potentially serious
damage to our reputation for product quality, as well as product liability claims. Also, to the extent that third parties sell products
that are either counterfeit versions of our brands or brands that look like our brands, consumers of our brands could confuse our products
with products that they consider inferior. This could cause them to refrain from purchasing our brands in the future and in turn could
impair our brand equity and adversely affect our sales and operations.
Contamination of any of our products could force us
to destroy inventory we hold and could cause the need for a product recall, which could significantly damage our reputation for product
quality.
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Significant additional labeling or warning requirements
may inhibit sales of affected products.
Various jurisdictions may seek to adopt significant
additional product labeling or warning requirements relating to the chemical content or perceived adverse health consequences of certain
products. These types of requirements, if they become applicable to one or more of our products under current or future environmental
or health laws or regulations, may inhibit sales of such products. For example, in California, a law requires that a specific warning
appear on any product that contains a component listed by the state as having been found to cause cancer or birth defects. This law recognizes
no generally applicable quantitative thresholds below which a warning is not required. If a component found in one of our products is
added to the list, or if the increasing sensitivity of detection methodology that may become available under this law and related regulations
as they currently exist, or as they may be amended, results in the detection of an infinitesimal quantity of a listed substance in one
of our beverages produced for sale in California, the resulting warning requirements or adverse publicity could affect our sales.
If we are subject to litigation, we may incur significant
liabilities and litigation expenses.
We have been subject to and may in the future become
party to litigation. Litigation involves significant risks, uncertainties and costs, including distraction of management attention away
from our business operations. We evaluate litigation claims and legal proceedings to assess the likelihood of unfavorable outcomes and
to estimate, if possible, the amount of potential losses. Based on these assessments and estimates, we establish reserves and disclose
the relevant litigation claims or legal proceedings, as appropriate. These assessments and estimates are based on the information available
to management at the time and involve a significant amount of management judgment. Actual outcomes or losses may differ materially from
those envisioned by our current assessments and estimates. Our policies and procedures require strict compliance by our employees and
agents with all U.S. and local laws and regulations applicable to our business operations, including those prohibiting improper payments
to government officials. Nonetheless, our policies and procedures may not ensure full compliance by our employees and agents with all
applicable legal requirements. Improper conduct by our employees or agents could damage our reputation or lead to litigation that could