|Commitments and Contingencies
Commitments and Contingencies:
Company has entered into certain consulting agreements which carry commitments to pay advisors and consultants should certain events
occur. An agreement is in place with one Company Advisor that calls for total compensation over the four-year Advisor Agreement of 500,000 warrants
with an exercise price of $0.15 per share, of which all have vested.
Sean Folkson has a twelve-month consulting agreement which went into effect on January 1, 2022, which will reward him with bonuses earned
of 1,000,000 warrants at a strike price of $0.50 when the Company records its first quarter with revenues over $1,000,000, an additional
3,000,000 warrants with a $0.50 strike price when the Company records its first quarter with revenues over $3,000,000, and an additional
3,000,000 warrants with a $1 strike price when the Company records its first quarter with revenues over $5,000,000. Mr. Folkson will
also be awarded warrants with a strike price of $0.50 should the Company exceed $500,000 in non-traditional retail channel revenue
during the term of the agreement, and should the Company enter into a product development or distribution partnership with a multi-national
food & beverage conglomerate during the term of the Agreement. As of December 31, 2022, those conditions were not met and therefore
nothing was accrued related to this arrangement.
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time
that may harm our business. The Company is not aware of any such legal proceedings that we believe will have, individually or in the
aggregate, a material adverse effect on our business, financial condition or operating results.
outbreak of the novel coronavirus (COVID-19), including the measures to reduce its spread, and the impact on the economy, has still not
been fully predicted.
We have experienced
minimal issues with supply chain and logistics, except that there have been recent and significant increases in costs relating to freight
and packaging, including as a result of more orders being shipped outside of Walmart shipping lanes. Order processing function has been
normal to date, and our manufacturers have assured us that their operations are “business as usual” as of the time of this
possible that the impact of the pandemic could make it more difficult in the future for the Company to access required growth capital,
possibly rendering us unable to meet certain debts and expenses. It is impossible to know what the future holds with regard to the virus,
both for our company and in the broader sense. There are many uncertainties regarding the current coronavirus pandemic, and the Company
is closely monitoring the impact of the pandemic on all aspects of its business, including how it will impact its customers, vendors,
and business partners. It is difficult to know if the pandemic has materially impacted the results of operations, and we are unable to
predict the impact that COVID-19 will have on our financial position and operating results due to numerous uncertainties. The Company
expects to continue to assess the evolving impact of the COVID-19 pandemic and intends to make adjustments accordingly, if necessary.